WULF INTERNATIONAL LTD, 10KSB, 1999-12-16

WULF INTERNATIONAL LTD
10KSB, 1999-12-16
CRUDE PETROLEUM & NATURAL GAS

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Form 10-KSB

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[x] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for fiscal year ended December 31, 1998; or

[ ] Transition report under Section 13 or 15 (d) of the Securities Exchange
Act of 1934

Commission file number: 0-8638

WULF INTERNATIONAL LTD.
(F/K/A WULF OIL CORPORATION)
(Name of small business issuer in its charter)

Colorado 83-0218086
(State or other jurisdiction of (IRS Employment Identification No.)
incorporation or organization)

1909 Central Drive, Suite 200 76021
Bedford, Texas (Zip Code)
(Address of principal executive offices)

Issuer's telephone number:
(817) 540-5492

Securities registered pursuant to Section 12(b) of the Exchange Act:
None

Securities registered pursuant to section 12(g) of the Exchange Act:
$.01 par value Common Stock
(Title Of Class)

Check whether the issuer(1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act, during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
No x

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]

State issuer's revenues for its most recent fiscal year. $ 0
-------

The aggregate market value of the voting and non-voting common equity
held by non-affiliates cannot be calculated because there is no established
public market for the issuer's common stock.

The number of shares outstanding of common stock as of October 31, 1999
was 27,835,891. There was no established published market for the Issurer's
stock during the last fiscal year.

DOCUMENTS INCORPORATED BY REFERENCE
None

<PAGE>

WULF INTERNATIONAL LTD.

FORM 10-KSB

ANNUAL REPORT

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

PART I.

ITEM 1.
BUSINESS
--------

Wulf International Ltd. was formed as Wulf Oil Corporation in the State
of Colorado on September 26, 1973. In 1991, at a duly convened shareholders
meeting, the shareholders voted to: (i) change the name of the Company to Wulf
International Ltd.; (ii) approve a 1 for 10 reverse stock split; and (iii)
create a class of ten million shares of preferred stock. In late1992 after the
Company's efforts to obtain financing for its proposed oil, gas and mineral
operations proved unsuccessful, the Company became dormant and remained dormant,
without operations, income, revenue or activity until October 1997. During this
dormant period, the Company filed no periodic reports with the Securities and
Exchange Commission pursuant to the Securities and Exchange Act of 1934, as
amended. The last Form 10-KSB filed by the Company was for the year ended
December 31, 1991.

In 1997, George Wulf, President and, at the time, the only remaining
director of the Company, began to develop plans for the Company to engage in the
business of arranging for or providing low cost housing in the Philippines,
notwithstanding the fact that the Company owned no property, had virtually no
assets, no operations or income. Thus, the Company was not, and currently is
not, in a position to finance such plans. Since 1997, the Company has continued
to develop a plan to provide construction of low cost and low priced houses in
the Philippines (see below) and has financed its efforts through the sale of its
stock, both common and preferred. The Company has sold stock in private
transactions for cash and to consultants for services rendered.

On October 31, 1997, Mr. Wulf appointed Pengiran Hashim Jaya as a
director of the Company, filling a vacancy created in 1992. Mr. Jaya is the
managing director of Integra Mining Company in Brunei.

In 1997, to further the Company's focus on the Republic of the
Phillippines as its market for new business, meetings were held between Company
representatives and Philippine government agencies supervising power, housing,
and transportation projects for the Government of the Phillippines. Management
learned that low-income housing was a very high priority in the Phillippines and
had been since the passing of the Philippine Urban Development and Housing Act
of 1992. Based upon information received from various Philippine government
agencies, the Company estimates that 5 million new homes are needed in the
Philippines for low-income civil servants, military personnel, and civilian
employees. Accordingly, Management determined that with sufficient financing,
the Company could participate in a socialized housing project for the Republic
of the Phillippines.

On December 8, 1997, the Company engaged the services of a project
management firm, Architect Engineers Project Managers, Inc. in Fort Worth, Texas
("AEPM"). On December 8, 1997 the Company and AEPM entered into an agreement
whereby AEPM agreed to provide program and construction management services to
the Company in the Republic of the Philippines and the Company agreed to
compensate AEPM for its services at a monthly cash rate. During the period from

<PAGE>

December 1997 and August 1999, the Company was not in a position to pay AEPM and
on August 10, 1999, the agreement was amended to provide for payment by the
Company when and if funding for the project was obtained. Additionally, on
December 8, 1997 the Company negotiated with FSB/Parker-Croston, an
architectural engineering firm in Fort Worth, Texas who reported that the needed
houses could be mass produced at a price that would qualify for Philippine
government guarantees. That Agreement was amended on December 1, 1998 to provide
for payment by the Company when funding was obtained.

In furtherance of the Company's newly developed business focus, on
April 1, 1998 the Company entered into a joint venture agreement (the AWarisan
Joint Venture@) with Amin & Sons Corporation, a Philippine corporation, involved
in the housing and petroleum industry in Zamgoanga Phillippines. The Warisan
Joint Venture was formed for the purpose of building low cost housing in the
Phillippines. Pursuant to the Joint Venture Agreement, Amin & Sons agreed to be
responsible for obtaining the permits, contracts and approvals required for the
Plan, and the Company agreed to be responsible for arranging for financing. Amin
& Sons acquired 20% interest in the joint venture, and the Company acquired an
80% interest.

On June 24, 1998 the Warisan Joint Venture signed a joint venture
agreement (the ASPDA Warisan J. V.@) with the Southern Philippines Development
Corporation (ASPDA@), a Philippine government-owned corporation, for the purpose
of building low cost housing in the Phillippines. Warisan Joint Venture owns a
70% interest in the joint venture and SPDA owns a 30% interest. The Warisan
Joint Venture committed to be the developer and retailer for a minimum of 1
million new low-income homes in the southern Philippines. Management believes
that funding in the amount of $250 million is needed to finance the construction
plan.

The Company has requested that the SPDA agree to be responsible to
obtain the financing needed to finance the project, and has entered into
negotiations with various investment bankers with a view towards assisting the
SPDA in that regard. SPDA, while expressing an interest in the Company's
proposal, has not issued its approval for the financing or the construction
project proposed by the Company and has requested additional data including
feasibility studies, a corporate profile for the Company and financial
information regarding the members of the Warisan Joint Venture. There is no
assurance that the Company can secure approval from SPDA to undertake the
project or that SPDA will agree to assist in the financing or otherwise obtain
financing for the construction project.

Additionally, while the Company has entered into negotiations with
investment bankers regarding a potential financing for the SPDA, the investment
bankers will, in all likelihood, require that the Government of the Philippines
guarantee any such financing undertaken by SPDA regarding the project. There can
be no assurance that SPDA will approve the financing of the project, that the
Government of the Phillippines will agree to guarantee any such financing or
that an investment banker will agree to underwrite any such financing,
particularly on any basis other than best efforts.

While the Company has developed a plan to construct low cost housing in
the Phillippines, the Company has not secured the financing to implement the
business plan. Thus, the Company has conducted virtually no income-producing
activity since coming out of its dormancy in 1997. The business plan requires
substantial additional financing, and there can be no assurance that the Company
can obtain such financing or that, even if such financing is obtained, that the
business will be successful or will produce any revenue or income for the
Company.

At December 31, 1998, the Company had no full or part-time employees or
any operating assets.

Subsequent Events

On March 15, 1999, the Company assigned a ten percent (10%)
interest in and to the Warisan Joint Venture (a seven percent (7%) in the SPDA
Warisan J.V.) to Tacticbilt International Corporation, a Philippines
Corporation, a qualified builder of low cost houses in the Philippines.

On April 30, 1999 the Company acquired all of the issued and
outstanding shares of Specialized Financial Services, Inc. d/b/a SFM Mortgage
Company ("SFM"). The shareholders of SFM received 7,500,000 shares of the
Company's common stock. Additionally, the shareholders of SFM received warrants
to purchase 200,000 shares of the Company's preferred stock at $1.00 per share.
Thus, SFM became a wholly owned subsidiary of the Company. There can be no
assurance that SFM will be able to increase its capital and even if it can
increase its capital that either SFM or the Company will be successful in
developing its operations in the Republic of the Philippines.

WULF INTERNATIONAL, LTD. SELECTED AUDITED FINANCIAL INFORMATION

AT DECEMBER 31

Balance Sheet Data: 1998 1997
Cash and Cash Equivalents $ 6,592 $ 6,749
Accounts receivabel 0 0
Inventories 0 0
TOTAL CURRENT ASSETS $ 6,592 6,749
Working Capital $ 6,592 6,749
Total Assets 6,592 6,749
Long-term Debt 0 0
Shareholders Equity (Deficit) $ 6,592 6,749

AT DECEMBER 31
Statement of Operations Data: 1998 1997
Revenues 0 0
Cost of Revenues 0 0
Gross Profit
General and Administrative Expenses 646,247 86,491
Operating Loss (646,247) (86,491)
Other Income (Expense) 0 0
Interest Expense 0 0
Miscellaneous 0 0
Total Other Income (Expense) 0 0
Loss before income tax (646,247) (86,491)
Net loss (646,247) (86,491)
Basic Earning (Loss) per Share (Note 4) $ (0.046) $ (0.020)
Diluted earning (Loss) per Share $ (0.035) $ (0.020)

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995
- --------------------------------------------------------------------------------

Forward-looking statements in this report, including without limitation,
statements relating to the adequacy of the Company's resources and any
anticipated changes on the Company's business, are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statement involve risks and
uncertainties, including without limitations; potential quarterly fluctuation in
revenue, if any; risks associated with acquisitions and expansion, and other
risks and uncertainties indicated from time to time in the Company's filing with
the Securities and Exchange Commission.

<PAGE>

Year 2000 Compliance
- --------------------

The Y2K issue is the result of computer programs being written using two digits
rather than four to define the applicable year. Any programs that have time
sensitive software or hardware may recognize a date using A00@ as the year 1900
rather than the year 2000. This could result in a major system failure or
malfunction. The Company currently does not own any accounting software, office
software, or hardware applications. Other applications such as telephone systems
are being reviewed by their vendors for compliance. No cost has been estimated
at this time. It is presumed that future acquisition of these items will be Y2K
compliant and the Company will investigate compliance before making any
purchases. Thus, as the Company has had no significant operations, has not fully
implemented its business plan and has had no arrangements or agreements
regarding financing for future operations management has not formally assessed
the Ayear 2000@ compliance expense and related potential effect on the Company's
potential revenue or earnings, if any.

ITEM 2.
PROPERTIES
----------

The principal office of the Company is in Bedford, Texas, in the
principal place of business of SFM Mortgage.

ITEM 3.
LEGAL PROCEEDINGS
-----------------

The Company is not involved in any material legal proceedings.

ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------

None

PART II

ITEM 5
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------

Due to the inactive status of the Company between1992 and 1997 and the
lack of filings of periodic reports by the Company with the SEC, the Company
does not believe that there is an established public trading market for its
common stock.

As of December 31, 1998, there were approximately 5,670 shareholders of
record of the Company's common stock and 28 shareholders of record of the
Company's preferred stock. There have been no dividends paid or declared since
the inception of the Company, and the Company's present financial condition does
not permit the payment of dividends. The Company cannot predict when, if at all,
it will commence payment of dividends.

Both common shares and preferred shares have been issued by the Company
in private transactions without registration under the Securities Act of 1933,
as amended. For the year ended December 31, 1998, 11,323,608 shares of the
Company's common stock have been issued in exchange for cash and services
rendered, including 5,000,000 shares to George Wulf, 3,000,000 shares to Steven
Nightingale and 1,000,000 shares to other related parties; and 1,046,500 shares
of the Company's preferred stock have issued for cash and services rendered,
including 501,000 shares to Mr. Wulf. Each holder of the Company's preferred

<PAGE>

stock has the option to convert their shares into shares of the Company's common
stock on the basis of one (1) share of preferred stock for five (5) shares of
the common stock after one (1) year from the date of issuance of the preferred
stock. In addition, each holder of preferred shares has the right to one (1)
warrant to purchase the Company's common stock for $0.10 per share for each
share of preferred stock held. The right of holders of preferred shares to
purchase these warrants expires one year from the date of issuance of the
preferred shares.
ITEM 6.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
---------------------------------------------------------

Results Of Operations
- ---------------------

The Company had no revenue-producing activities for the years ended
December 31, 1997 or 1998.

Liquidity and Capital Resources
- -------------------------------

The Company was dormant from 1992 until December 8, 1997, received no
income and incurred no indebtedness during this time.

The Company made no capital acquisitions or improvement expenditures
during the year ended December 31, 1998, but anticipates a substantial increase
in its capital needs consistent with the implementation of the Company's
business plan (described herein), when, and if, implemented. The Company
believes that its current capital will not be sufficient to meet its anticipated
cash needs for the next 12 months. The Company intends to obtain additional
financing through the sale of equity and/or debt securities and or part of its
interest in the SPDA-Warison Joint Venture; there can be no assurance that the
Company will obtain financing necessary to implement and undertake its business
plan. Moreover, the obtaining of any financing by the Company, will, in all
likelihood, involve the sale of additional equity, debt, or convertible debt
securities, which could result in additional dilution to the Company's
shareholder. Additionally, the Company will, from time to time, consider the
acquisition of or investment in complementary businesses which might impact the
Company's liquidity requirements or cause the Company to issue additional equity
or debt securities. There can be no assurance that financing will be available
in amounts or on terms acceptable to the Company, if at all, in order to
implement its Business Plan. If the Company is unable to generate sufficient
capital for its Philippines operations, it will restrict its business plan to
the mortgage operations of it subsidiary, SFM.

Results of Operations for the years ended October 31, 1997 and 1998
- -------------------------------------------------------------------

Revenues.
--------
Due to the Company's inactive status there was no revenue in fiscal
1997 or 1998.

Costs and Expenses.
------------------

Due to the Company's inactive status the cost of sale was $.0. The
expenses for 1997 and 1998 was $86,491 and $646,297 respectively.

New Accounting Standards.
------------------------

In 1998, the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings per Share." This Statement establishes standards for computing and
presenting earnings per share and applies to entities with publicly held common
stock or potential common stock. This statement simplifies the previous
standards for computing earnings per share, and makes them comparable to
international EPS standards. It replaces the presentation of primary EPS with a
presentation of basic EPS. It also requires dual presentation of basic and
diluted EPS on the face of the income statement for all entities with complex
capital structures and requires a reconciliation of the numerator and

<PAGE>

denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS computation. This Statement is effective for financial statements
issued for periods ending after December 15, 1997. The Company has compiled with
the disclosure requirements of SFAS 128 in its financial statements for its
fiscal year ending December 31, 1998.

In June 1997, the Financial Accounting Standards Board issued SFAS No.
131, ADisclosures about Segments of an Enterprise and Related Information.@ SFAS
131 establishes standards for the way that public business enterprises report
information about operating segments in annual financial statements and requires
that those business enterprises report selected financial information about
operating segments in interim reports to shareholders. It also establishes
standards for related disclosures about products and services, geographic areas,
and major customers. The disclosure requirements of SFAS Nos. 131 are effective
for financial statements for financial years beginning after December 15, 1997.
The Company has complied with the disclosure requirements of SFAS No. 131 in its
financial statements for its fiscal year ending December 31, 1998.

Deferred Tax Assets.
--------------------

The Company has no deferred tax assets since the tax benefit of the
Company's net losses from operations have been fully reserved.

ITEM 7.
FINANCIAL STATEMENTS
--------------------
<S> <C> <C>

Index to Financial
Statements.....................................................................................F-1

Report of Independent Certified Public Accountants (Alvin L. Dahl & Associates, P.C.)..........F-2

Consolidated balance sheets at December 31, 1998 and 1997......................................F-3

Consolidated statements of loss for the years ended at
December 31, 1998 and 1997............................................................F-4

Consolidated statements of changes in stockholders' (capital deficit) equity for
the years ended December 31, 1998 and 1997............................................F-5

Consolidated statements of cash flows for the years ended
December 31, 1998 and 1997............................................................F-6

Notes to consolidated financial
statements.....................................................................................F-8

</TABLE>

ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE MATTERS
----------------------------------------------

None.

<PAGE>

PART III

ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
-----------------------------------------------------

Name Position Held
---- -------------

George Wulf Chief Executive Officer and Chairman of
the Board of Directors, and Principal
Financial and Accounting Officer

William L. Franklin President

Pg. Hashim Jaya Vice Chairman, Executive Vice President,
Secretary, and Director

None of the officers or directors of the Company had directorships of
any other reporting companies.

None of the officers or directors are involved in any legal
proceedings.

Each Director serves until the next succeeding annual meeting and until
his successor is elected and qualified or until his death, resignation or
removal. Annual meeting of shareholders and directors are held at such time and
place as the Board of Directors may from time to time determine.

George Wulf , 69, has served as the Chief Executive Officer of the
Company since 1992. From 1992 to 1997, Mr. Wulf served as the Company's
President. Mr. Wulf holds degrees in petroleum engineering, geology, and a Ph.D.
from the University of Michigan. He is Director and General Manager of Primal
Corporation (Brunei) and Chairman of Integra Mining (Brunei). He started his
career with Mobil in the U.S. and abroad, later worked for Amoco, and before
assuming his present position, was President of Sunshine International. He has
been active in international business ventures for the past 30 years. He is a
fellow of the Geological Society of America and a member of several other
professional organizations including the Geological Society of Nepal and the
Association of International Petroleum Negotiators.

William L. Franklin, 51, has been President of the Company since
March 1998. Mr. Franklin has been employed for more than the last five years as
Vice President of the Tarrant County Hospital District where he is responsible
for all facilities related capital activities. He is also President, Director
and a shareholder of AEPM Inc. a project management firm, which with Wulf has a
contractual relationship.. He holds B.S. and M.S. degrees in Aerospace
Engineering from the Georgia Institute of Technology and a M.S. degree in
Management Science. He is a Registered Professional Engineer. While in the U. S.
Army Corps of Engineers, he was in charge of a $200 million military housing and
airport construction project in Dhahran, Saudi Arabia. Mr. Franklin also has
been involved in construction projects in the People's Republic of China and
large projects in the Dallas-Ft. Worth area. He is a member of the Construction
Management Association of America and several other professional organizations.

Pengiran Hashim Jaya, 40, has been Vice Chairman, Executive Vice
President, and Secretary of the Company since October 1997. Mr. Jaya holds a
degree in business administration from University of Brunei and has extensive
experience in business and personnel management in Brunei and the Philippines.
Since 1990, he has been the President of Integra Mining, Sdn., Bhd., and
Executive Vice President of Integra International Inc. since December 1995.
Integra International Inc. is engaged in petroleum exploration in Brunei and in
the United States. Integra Mining is engaged in mineral exploration in Southeast
Asia.

<PAGE>

Section 16 (a) Beneficial Ownership Reporting Compliance
- --------------------------------------------------------

Due to the Company's inactive status, the Company's directors, officers
and beneficial owners of more than 10% of its common stock failed to file on a
timely basis reports required by Section 16 (a) of the Exchange Act during the
most recent fiscal year and the prior fiscal year.

ITEM 10.
EXECUTIVE COMPENSATION
----------------------

During 1997, the officers of the Company determined that they would not
take a salary. No officer's salaries were paid in 1998 or 1997.

ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
---------------------

The following tables set forth certain information regarding beneficial
ownership of the common stock as of December 1, 1999, by (i) all persons known
by the Company to be the owner of record or beneficially of more than 5% of the
outstanding common stock, (ii) each director of the Company, (iii) each
executive officer of the Company and (iv) all directors and executive officers
as a group. Except pursuant to applicable community property laws and except as
otherwise indicated, each shareholder identified in the table possesses sole
voting and investment power with respect to its or his shares.

Name Share Beneficially Owned (1) Percent of Shares
---- ---------------------------- -----------------

George Wulf(2) 8,247,774 44.9%
P.O. Box 795759
Dallas, Texas 75379

Pengiran Hashim Jaya 255,000 1.6

William L. Franklin(3) 612,500 3.7

Steven Nightingale 3,020,000 18.9
P.O. Box 2071
Reno, Nevada 89505

Tricity Holding Corporation 900,000 5.7
20 Greyhound Road
London W68 NX UK

All executive Officers 9,115,274 48.3%
and Directors as Group (3 persons)

<PAGE>

(1) Includes shares of common stock issuable upon the conversion of shares of
preferred stock to the extent such preferred shares are presently
convertible.

(2) Includes 2,505,000 shares with respect to which Mr. Wulf has the right to
acquire by virtue of the conversion of 501,000 outstanding shares of
preferred stock. Includes (i) 683,774 shares of common stock owned by
Evergreen Petroleum Corporation, a corporation owned by Mr. Wulf's wife and
daughter; (ii) 30,500 shares of common stock owned by Mr. Wulf's wife; and
(iii) 6,000 shares of common stock held in a trust for Mr. Wulf's daughter
pursuant to which Mr. Wulf's wife is trustee. Mr. Wulf may be deemed to be
beneficially own (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) such shares. Mr. Wulf disclaims
beneficial ownership of such shares.

(3) Includes (i) 500,000 of common stock shares with respect to which Mr.
Franklin has the right to acquire by virtue of the conversion of 100,000
outstanding shares of preferred stock and (ii) 12,500 shares of common
stock by Mr. Franklin's wife.

The following table sets forth certain information regarding beneficial
ownership of the preferred stock as of December 1, 1999, by (i) all persons
known by the Company to be the owner of record or beneficially of more than five
percent of the outstanding shares of preferred stock, (ii) each director of the
Company, (iii) each executive officer of the Company and (iv) all directors and
executive officers as a group. Except pursuant to applicable community property
laws and except as otherwise indicated, each shareholder identified in the table
posses sole voting and investment power with respect to its or his shares.

Name Share Beneficially Owned (1) Percent of Shares
---- ---------------------------- -----------------

George Wulf 501,000 45.2%
P.O. Box 795759
Dallas, Texas 75379

Pengiran Hashim Jaya -- --

William L. Franklin(3) 100,000 9.0
509 Emily Drive
Ft. Worth, Texas 76107

Joseph Denahan 100,000 9.0

<PAGE>

Tigarat Investment 86,000 7.8
11 Naples Drive, West Lanes
Staffordshire ST5 2QD V

All Executive Officers and 501,000 45.2 %
Director as a Group (3 persons)

ITEM 12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

The Company paid to Evergreen Petroleum Corporation, a corporation
owned by Mr. Wulf's wife and daughter, $10,000 and $56,000, in 1997 and 1998,
respectively, for consulting services.

The Company paid to Integra International Inc., a corporation in which
Mr. Wulf is the Chairman and Chief Executive Officer, $0 and $32,000 in 1997 and
1998, respectively, for consulting services.

On January 1, 1994, the Company entered in an agreement with WOC
Transfer Co. ("WOC"), a corporation owned by Mr. Wulf's daughter, pursuant to
which WOC agreed to provide transfer agent services to the Company for 10 years
with additional renewal periods. The Company agreed to pay WOC a fee of $1,000 a
month and to reimburse WOC for expenses. The Company paid to WOC $4,750 and
$12,500, in 1997 and 1998, respectively, pursuant to this agreement.

The Company paid to Penigiran Hashim, an executive officer and director
of the Company, $6,000 and $18,000, in 1997 and 1998, respectively, for
consulting services.

In December 1997, the Company has entered into a construction
management services agreement with AEPM. Mr. Franklin, the Company's President,
is the president and a director and shareholder of AEPM. The agreement, as
amended, provides that the Company will pay AEPM if and when funding for the
Company's proposed project is obtained. As of December 1998, the amount of the
AEPM's deferred billing was approximately $160,000.

In December 1997, the Company entered into an agreement with
FSB/Parker-Croston ("FSB"), an architectural engineering firming in Ft. Worth,
Texas, pursuant to which FSB agreed to provide consulting services in connection
with the Company's housing project in the Phillippines. The agreement, as
amended, provides that the Company will pay FSB when the funding for the project
is obtained. Mr. Merwyn Croston, an affiliate of FSB at the time the agreement
between the Company and FSB was executed, is a shareholder of the Company.

The Company has also issued shares of common and preferred stock to
certain of its affiliates in exchange for services. In February 1998, the
Company entered into a Stock Agreement with George Wulf pursuant to which
5,000,000 shares of common stock and 500,000 shares of preferred stock were
issued to Mr. Wulf in exchange for services rendered during the period beginning
January 1, 1997 and ending December 31, 1998. The agreements provide that these
shares are subject to forfeiture if Mr. Wulf does not render services to the
Company on a substantially full-time basis for a three-year period beginning on
the date of issuance, except in the event of death or disability.

<PAGE>

In July 1998, the Company engaged Joseph Denahan as a financial
consultant in connection with the Company's housing project in the Philippines.
Pursuant to the agreement, as amended, Mr. Denahan will provide services to the
Company until February 1, 2000. The Company agreed to pay Mr. Denahan $600 per
day, payable when the Company receives at least $750,000 in funding for its
Philippines project In addition, in November 1998, the Company entered into a
Stock Agreement with Mr. Denahan pursuant to which 100,000 shares of common
stock and 100,000 shares of preferred stock were issued to Mr. Denahan in
exchange for services rendered. The agreement provides that these shares are
subject to forfeiture if Mr. Denahan does not render services to the Company on
a substantially full-time basis until the earlier to occur of March 31, 2000 or
the achievement of certain performance goals regarding the Company's compliance
with Exchange Act reporting requirements and stock trading. In addition to the
100,000 shares of common stock and 100,000 shares of preferred stock, the letter
agreements between Mr. Denahan and the Company provide for an additional 600,000
shares of common stock. An additional 100,000 shares of preferred stock to be
issued to Mr. Denahan if certain performance goals are met.

In 1998, the Company also issued to the following persons and entities
the shares indicated for consulting services: (i) Mr. Franklin, President of the
Company, 100,000 shares preferred stock; (ii) Mrs. Jenny Franklin, Mr.
Franklin's wife, 2,500 shares of preferred stock; (iii) Mr. Joseph Denahan, a
shareholder of the Company, 100,000 shares of common stock and 100,000 shares of
preferred stock; (iv) Steven Nightingdale, a shareholder of the Company,
3,000,000 shares of common stock; (v) Tricity Holding Corporation, a shareholder
of the Company, 900,000 shares of common stock; (vi) Merwyn Croston, a
shareholder of the Company, 100,000 shares of preferred stock; and (vii) Tijarat
& Investment Corporation, 86,000 shares of preferred stock. In 1997, the Company
issued to Mr. Jaya 250,000 shares of common stock and to Mr. Croston 500,000
shares of common stock in exchange for services.

PART IV

ITEM 13
EXHIBITS AND REPORTS ON FORM 8-K

1. Financial Statement

The financial statements and schedules listed in the accompanying index
to financial statements are filed as part of this annual reports.

2. Exhibits.

Exhibit
Number Description
------- -----------

<PAGE>

4.1 Form of Warrant Agreement. (1)
10.1 Letter Agreement dated December 8, 1997 between AEPM and Wulf
International Ltd., as amended. (1)
10.2 Letter Agreement dated December 8, 1997 between FSB/Parker-Croston and
Wulf International Ltd. (1)
10.3 Joint Venture Agreement dated as of April 1, 1998 by and between Amin
and Sons Corporation and Wulf International Ltd. (1)
10.4 Joint Venture Agreement dated as of June 24, 1998 by and between
Southern Philippines Development Authority and Warison Group Joint
Venture. (1)
10.5 Agreement dated January 1, 1994 by and between Wulf International Ltd.
and WOC Stock Transfer Company. (1)
10.6 Stock Agreements dated February 1998 between the Company and George
Wulf.
10.7 Letter agreements between Joseph Denahan and the Company. (1)
23.1 Consent of Alvin Dahl & Associates, P. C. (1)
27.1 Financial Data Schedule. (1)
- -----------------------
(1) Filed herewith.

<PAGE>

SIGNATURES

Pursuant to the requirement of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized as of this 15th day of
December,1999.

WULF INTERNATIONAL LTD.

By: /s/ George Wulf
-----------------------
George Wulf
Chief Executive Officer

Dated: December, 1999

In accordance with the Exchange Act, this report has been signed below by
the following person of the registrant and in the capacities indicated on
December 15, 1999.

Name Title
---- -----

/s/ George Wulf
-----------
George Wulg Chief Executive Officer and Chairman of the
Board of Directors
(Principal Executive Officer and Principal
Accounting and Financial Officer)

/s/ Pg Hashim Jaya
--------------
Pg. Hashim Jaya Director

<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description
------- -----------

2.1 Agreement, dated as of April 30, 1999 between Wulf International Ltd.
and SFM Mortgage Company. (1)
3.1 Articles of Incorporation of Wulf International Ltd., as amended. (1)
3.2 Bylaws of Wulf International, Ltd. (1)
4.1 Form of Warrant Agreement. (1)
10.1 Letter Agreement dated December 8, 1997 between AEPM and Wulf
International Ltd., as amended. (1)
10.2 Letter Agreement dated December 8, 1997 between FSB/Parker-Croston and
Wulf International Ltd. (1)
10.3 Joint Venture Agreement dated as of April 1, 1998 by and between Amin
and Sons Corporation and Wulf International Ltd. (1)
10.4 Joint Venture Agreement dated as of June 24, 1998 by and between
Southern Philippines Development Authority and Warison Group Joint
Venture. (1)
10.5 Agreement dated January 1, 1994 by and between Wulf International Ltd.
and WOC Stock Transfer Company. (1)
10.6 Stock Agreements dated February 1998 between the Company and George
Wulf.
10.7 Letter agreements between Joseph Denahan and the Company. (1)
23.1 Consent of Alvin Dahl & Associates, P. C. (1)
27.1 Financial Data Schedule. (1)

- -------------------
(2) Filed herewith.

E-1

<PAGE>

ALVIN L. DAHL
& ASSOCIATES, PC
Ceritified Public Accountants

A Profession Corporation

Independent Auditor's Report
----------------------------

Board of Directors and Stockholders
Wulf International LTD
1909 Central Drive, Suite 200
Bedford, Texas 76021

We have audited the accompanying balance sheets of Wulf International LTD as of
December 31, 1998 and 1997, and the related statements of operations, retained
earnings, and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wulf International LTD as of
December 31, 1998 and 1997, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

ALVIN L. DAHL & Associates, PC

October 12, 1999

Dallas, Texas

<PAGE>

<TABLE>

Wulf International LTD

Balance Sheet
December 31, 1998 and 1997

Dec. 31, 1998 Dec. 31, 1997
------------- -------------
<S> <C> <C>
Assets:
Current Assets:
Cash $ 6,592 $ 6,749
------------- -------------
Total Current Assets 6,592 6,749

Total Assets $ 6,592 $ 6,749
============= =============

Liabilities and Stockholders' Equity:

Total Liabilities 0 0

Stockholders' Equity: (Note 7)
Common Stock - 50,000,000 shares authorized,
15,861,611 and 4,538,003 shares issued
and outstanding in 1998 and 1997 $0.01
per share par value 158,616 45,380

Paid in Capital 1,960,192 2,473,788

Preferred Stock - 10,000,000 shares authorized,
1,107,500 and 61,000 shares issued and outstanding
in 1998 and 1997 $1.00 per share par value 1,107,500 61,000

Retained Earnings (Deficit) (3,219,716) (2,573,419)
------------- -------------
Total Stockholders' Equity 6,592 6,749
------------- -------------

Total Liabilities and Stockholders' Equity $ 6,592 $ 6,749
============= =============

</TABLE>

See Notes to Financial Statements

<PAGE>

Wulf International LTD

Statement of Operations
For the Year Ended December 31, 1998 and 1997

Dec. 31, 1998 Dec. 31, 1997
------------- -------------

Revenues $ -0- $ -0-

General & Administrative Expenses (646,297) (86,491)

Net Operating Income (Loss) (646,247) ( 86,491)

Provision for Federal Income Tax -0- -0-

Net Income (Loss) (646,247) (86,491)
============= =============

Basic Earnings Per Share (Note 4) $(0.046) $ ( 0.020)

Diluted Earnings Per Share $(0.035) $ ( 0.020)

See Notes to the Financial Statements

<PAGE>

Wulf International LTD

Statement of Cash Flows
For the Year Ended December 31, 1998 and 1997

12/31/98 12/31/97
-------- --------
Cash Flows from Operating Activities: (Note 1.b)

Net Income (Loss) $(646,297) (86,491)

Net Cash Provided
(Used) by Operating Activities (646,297) (86,491)

Cash Flows from Investing Activities:

Net Cash Provided
(Used) by Investing Activities

Cash Flows from Financing Activities:

Sale of Common Stock 30,000 0
Sale of Preferred Stock 133,000 61,000
Common Stock for Services 245,200 32,240
Preferred Stock for Services 237,940 0
-------- --------
Net Cash Provided
(Used) by Financing Activities 646,140 93,240
-------- --------

Net Increase in Cash and Cash Equivalents (157) 6,749
-------- --------
Cash and Cash Equivalents at Beginning of Period 6,749 0
-------- --------
Cash and Cash Equivalents at end of Period 6,592 6,749
======== ========

Supplemental Schedule of Non Cash Investing and Financing Activities:

Common Stock for Services 245,200 32,240
Preferred Stock for Services 237,940 0

See Notes to Financial Statements

<PAGE>

Wulf International LTD

Statement of Comprehensive Income
For the Year Ended December 31, 1998 and 1997

(Note 9)
Net Income, December 31, 1998 $( 646,297)

Other Comprehensive Income, Net of Tax -0-

Comprehensive Income (Note 9) $( 646,297)
===========

Net Income, December 31, 1997 $( 86,491)

Other Comprehensive Income, Net of Tax -0-

Comprehensive Income $( 86,491)
===========

See Notes to the Financial Statements

<PAGE>

<TABLE>

Wulf International LTD

Statement of Stockholders' Equity
For the Years Ended December 31, 1998 and 1997

No. Common Paid-In Pfd Retained
Shares Stock Capital Stock Earnings Total
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, Jan 1, 1997 4,227,903 $ 42,279 $ 2,445,875 $ -0- $ (2,486,928) $ 1,226

Sale of Shares 61,000 61,000

Shares for Services 310,100 3,101 27,913 31,014

Net Income,Dec 31, 1997 (86,491) (86,491)
------------- ------------- ------------- ------------- ------------- -------------

Balance, Jan 1, 1998 4,538,003 $ 45,380 $ 2,473,788 $ 61,000 $ (2,573,419) 6,749

Sale of Shares 300,000 3,000 27,000 158,000 188,000

Shares for Services 11,023,608 110,236 134,964 245,200

Preferred for Services 888,500 888,500

Preferred Discount (675,560) (675,560)

Net Income, Dec 31, 1998 (646,297) (646,297)
------------- ------------- ------------- ------------- ------------- -------------

Balance, Dec 31, 1998 15,861,611 $ 158,616 $ 1,960,192 $ 1,107,500 $ (3,219,716) $ 6,592
============= ============= ============= ============= ============= =============

</TABLE>

See Notes to Financial Statements

<PAGE>

Wulf International LTD
Notes to Financial Statements
For the Years Ended December 31, 1998 and 1997

Note 1: Summary of Significant Accounting Policies:

a. Organization and Business Activities

Wulf Oil Corporation was incorporated in Colorado in 1973. The Company was
organized as an oil and gas exploration and operated as an oil and gas
exploration entity until 1992. In 1992, the Company became inactive and ceased
filing reports with the SEC but retained its status as a registered company.
During 1997 and 1998 the Company negotiated a joint venture agreement with a
native Philippines company and an agency of the Government of the Philippines,
the Southern Philippines Development Authority, to construct 1 million low cost
housing units in the southern portion of the country. The Company is currently
seeking funding and Government guarantees for this project.

b. Cash and Cash Equivalents:

For purposes of reporting cash flows, the Company considers all cash on hand and
in banks, certificates of deposit and other highly liquid debt instruments with
a maturity of three months or less at the date of purchase to be cash and cash
equivalents.

c. Revenue recognition and credit policies:

The Company has had no revenues during the periods audited.

d. Inventory:

The Company currently holds no inventory.

e. Property and equipment:

Property and equipment will be recorded at its historical cost. Depreciation
will be provided for in amounts sufficient to relate the asset cost to
operations over the estimated useful life (three to five years) using the
straight-line method for financial reporting purposes.

Gains and losses from disposition of property and equipment will be recognized
as incurred and will be included in operations.

<PAGE>

f. Income Taxes:

The Company uses the asset and liability method as identified in SFAS 109,
Accounting for Income Taxes.

g. Estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

h. Asset Impairment:

The Company adopted the provisions of SFAS 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of, in its financial
statements for the year ended December 31, 1998.

i. Stock-Based Compensation:

The Company will follow the intrinsic value based method of accounting as
prescribed by SFAS No. 123, Accounting for Stock-Based Compensation, for its
stock-based compensation. The Company has not adopted a stock option plan.

Note 2: Related Party Transactions:

During the year ended December 31, 1998, Common and preferred shares were issued
to related parties, as follows, for services rendered:

Common shares issued to:
- ------------------------
George Wulf, CEO 5,000,000
Steven Nightingdale 3,000,000
Joseph Denahan 100,000
Tricity Holding Corporation 900,000

Preferred shares issued to:
- ---------------------------
George Wulf, CEO 500,000
Joseph Denahan 100,000
Larry Franklin, President and COO 100,000
Jenny Franklin, wife of Larry Franklin 2,500
M. Croston, formerly associated
with FSB Parker-Croston 100,000
Tijarat & Investment Corporation 86,000

<PAGE>

During 1998 and 1997 the Company made cash payments to related parties, as
follows, for services rendered:

1998 1997
---- ----

Evergreen Petroleum Corporation $56,000 $10,000
Integra International $32,000 -0-
WOC Transfer Co (Transfer Agent) $12,500 $ 4,750
Jennifer Beal $ 2,500 -0-
Penigiran Hashim Jaya $18,000 $ 6,000

Evergreen Petroleum Corporation is a private company owned by Janis Wulf and
Jennifer Beal. FSB Parker-Croston is providing design services for the
Philippines project. George Wulf is the Chairman and CEO of Integra
International. Jennifer Beal and Janis Wulf own WOC Transfer Company and are the
daughter and wife of George Wulf. Pengiran Hashim Jaya is an officer of the
Company. Joseph Denahan is currently providing consulting services to the
Company.

Note 3: Investment in Philipine Housing Project:

The Company expended $646,247 in 1998 and $86,491 in 1997 on its joint venture
with an agency of the Government of the Philippines. (See Note 1 (a)). These
amounts were expensed in the year incurred.

Note 4: Earnings (Loss) Per Common Share

Earnings per common share are computed by dividing net income by the weighted
average number of common shares and common stock equivalents outstanding during
1998 and 1997. SFAS No. 128, Earnings per Share applies to entities with
publicly held common stock and establishes standards for computing and
presenting earnings per share (EPS). Basic EPS excludes dilution and is computed
by dividing income available to common shareholders by the weighted-average
number of common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity. At
December 31, 1998 and 1997, respectively, the Company had common stock
outstanding of 15,861,611 and 4,538,003. The weighted average number of common
shares outstanding as of December 31, 1998 and 1997 respectively, was 13,996,865
and 4,271,741 and Basic Earnings per share was $(0.04) and $(0.02). Fully
diluted shares outstanding at December 31, 1998 and 1997 were 18,386,552 and
4,309,866 respectively.

<PAGE>

Note 6: Income Taxes

At December 31, 1998, the Company has available net operating loss carryforwards
of approximately $1,282,700 for federal income tax purposes that begin to expire
in 1999. The federal income tax carryforwards resulted from the operating loss
generated by prior operations and losses in 1997 and 1998. For financial
purposes, a valuation allowance of $1,282,700 has been recognized to offset any
deferred tax assets. There are no deferred tax liabilities. Deferred income
taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. The company had generated substantial tax
loss carryforwards in prior fiscal periods which expired unused in prior periods
and in 1998 and 1997.

Year of Expiration Losses Credits
- ------------------ ------------------ ------------------
1997 $ 186,000
1998 496,000 $ 5,000
1999 550,000
---- --
2012 86,400
2013 646,300

Note 7: Stockholders' Equity

At December 31, 1998 and 1997, the number of authorized and issued common and
preferred shares and the related par value and dividends paid are as follows:

1998 1997
---------- ----------

Common stock authorized 50,000,000 50,000,000
Common stock issued and outstanding 15,861,611 4,538,003
Common stock par value $0.01 $0.01

Preferred stock authorized 10,000,000 10,000,000
Preferred stock issued and outstanding 1,103,500 61,000
Preferred stock par value $1.00 $1.00

No dividends have been paid on common or preferred stock

Note 8: Fair Values of Financial Instruments

The following methods and assumptions were used to estimate the fair value of
financial instruments:

Cash and Cash Equivalents. The carrying amount reported in the balance sheet for
cash and cash equivalents approximates its fair value.

Accounts Receivable and Accounts Payable. The carrying amount of accounts
receivable and accounts payable in the balance sheet approximates fair value.

<PAGE>

Short-Term and Long-Term Debt. The carrying amount of the advances from
affiliates recorded in the balance sheet approximates fair value because of its
short term and its non-interest-bearing basis.

The carrying amounts of the Company's financial instruments at December 31, 1998
and 1997, respectively, represent fair value.

Note 9: Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income establishes standards for reporting
and display of comprehensive income and its components (revenues, expenses,
gains and losses) in a full set of general-purpose financial statements. It
requires that all items that are required to be recognized under accounting
standards as components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements. SFAS No. 130 requires that an enterprise (a) classify items of other
comprehensive income by their nature in a financial statement and (b) display
the accumulated balance of other comprehensive income separately from retained
earnings and additional paid in capital in the equity section of a statement of
financial position. The Company's comprehensive income does not differ from its
reported net income.

Note 10: Year 2000 Issues

Note 11: Contingent Liabilities

The Company has entered into certain transactions for which payment of the
obligations incurred is contingent upon funding of the Philippines National
Shelter Project. These amounts are only due and payable when and if funding for
this project is obtained. Should funding not be obtained these amounts will not
be due and payable. There has been no provision for these contingent liabilities
in the financial records of the Company.

FSP Parker Croston (architects and engineers) $ 119,296
AEPM (construction and project managers) 160,008
Joseph A. Denahan (financial consultant) 20,662

<PAGE>

Note 12: Subsequent Event

On April 30, 1999, subsequent to the date of these financial statements, the
Company acquired all of the outstanding common stock of Specialized Financial
Services, Inc.a Texas corporation. The Company issued 7,500,000 shares of its
common stock for 100% of the stock held by stockholders of Specialized Financial
Services, Inc. d.b.a. SFM Mortgage Company. SFM originates mortgage loans and
sells these loans to permanent lenders. Since there is not an established market
for either company's stock, the transaction was valued at the book value of SFM
at April 30, 1998.

The following pro-forma assumes that the transaction occurred on December 31,
1998:

Wulf International LTD
Pro-Forma Balance Sheet
December 31, 1998

Cash $ 55,100
Accounts Receivable Trade 103,039
Loans in Process 393,483
Other current assets 348,687
-----------
Total current assets 893,717

Property & Equipment, Net 71,385
Other assets 4,500
-----------

Total Assets $ 976,194
===========

Current Liabilities $ 229,020

Long term debt 164,784
-----------
Total Liabilities $ 393,804

Common stock, 23,361,611 issued
and outstanding $ 2,336,161
Paid in capital 1,034,005
Preferred stock 1,107,500
Preferred stock discount (657,560)
Retained Deficit (3,219,716)

Stockholders equity 581,390

Total Liabilities and Equity $ 976,194
===========
<PAGE>

On April 1, 1998, SFM Mortgage Corporation et al entered into a compromise
Conciliation Agreement with the United States Department of Housing and Urban
Development and the Fort Worth Human Relations Commission settleing a complaint
which alleged a violation by SFM of the Fair Housing Act. The Settlement
Agreement provides that over the next three years SFM will increase the funds
available to low/mod income minority single family, owner-occupied mortgage
loans by $35,415,258 in the metroplex.

AGREEMENT

Made as of this 30th day of April, 1999

Between WULF INTERNATIONAL LTD. "Wulf"
------------------------------
a Colorado corporation with a place of business at
5200 Keller Springs Road, Suite 1131
Dallas, Texas 75248

And SFM MORTGAGE COMPANY, "SFM"
-----------------------------
a Texas corporation with a place of business at
1909 Central Drive, Suite 200
Bedford, Texas 76021

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

WITNESSETH THAT:

WHEREAS, the Parties wish to enter into a business combination for the purpose
of participating in business ventures in the United States and internationally,
particularly in low income housing construction and financing,

WHEREAS, the Parties have set forth in this Agreement the terms and conditions
governing their relationship.

1. SUPERCEDING EFFECT

1.1. This Agreement supersedes all exiting oral or written agreements
between the parties and constitutes the entire agreement between the
parties.

2. CREATION AND OBJECTIVE OF BUSINESS VENTURE

2.1. In consideration of the efforts to be expended by each Party for the
mutual benefit of the Parties, the Parties hereto agree to merge.

2.2. The objective of this merger is to create a company that will build
low income housing and related infra-structure in accordance with the
Republic of the Philippines National Shelter Program, and in Joint
Venture with Amin & Sons Corporation, Taticbilt International
Corporation, and the Southern Philippines Development Authority,
herein referred to as the "Mindanao Housing Project," and

<PAGE>

2.3. To engage in the real estate mortgage business in the United States
and the Philippines, and
2.4. To carry on other mutually beneficial business ventures in the United
States and internationally.

3. TERMS AND CONDITIONS OF MERGER

3.1. SFM shall sell all of its issued and outstanding stock, and Wulf shall
purchase all of SFM's issued and outstanding stock as follows:

3.1.1. Wulf shall issue to the shareholders of SFM, Seven Million
Five Hundred Thousand (7,500,000) shares of its unissued
authorized Common stock to the holders of SFM's issued and
outstanding stock in exchange for all of SFM's said stock.

3.1.2. The shareholders of SFM shall purchase or cause to be
purchased Fifty Thousand shares of Wulf" Preferred stock for the
sum of Fifty Thousand Dollars ($50,000).

3.1.3. SFM shall become a wholly owned subsidiary of Wulf
International Ltd. SFM shall retain its status as a Texas
corporation, and Wulf shall be licensed to do business in the
State of Texas by and through SFM's Texas registration.

3.1.4. Wulf and SFM shall file consolidated tax returns, but SFM
shall continue to operate as a separate entity under its present
management.

3.1.5. Wulf shall appoint two additional members to its Board of
Directors each of whom will be nominated by the shareholders of
SFM. The Chairman of Wulf shall be appointed to the Board of SFM.

4. OFFICES

4.1. The principal office of the Wulf and SFM shall be at 1909 Central
Drive, Bedford, Texas 76021, however,

4.2. Each company may set up and maintain offices at other locations as
well.

<PAGE>

5. BUSINESS

5.1. Wulf shall continue to pursue its activities in the Republic of the
Philippines including but not restricted to the Mindanao Housing
Project and will use its best efforts to obtain financing in the
amount of $250 million for the said project.

5.2. SFM shall continue its present mortgage business with its main
objective being to increase its capital to a minimum of $100 million
through a secondary public offering or offerings of Wulf Preferred
stock. Upon completion of said offering,

5.2.1. SFM shall endeavor to package its loans into "blocks" for sale
to large investors to maximize profits, and

5.2.2. Shall expand into the loan servicing business through the
purchase of loans from smaller mortgage companies and as a
representative of large lenders and investors, and

5.2.3. Shall expand its operations to the Republic of the Philippines
to include a mortgage take out business for the houses to be
built under the Mindanao Housing Project and other housing
programs.

6. REACTIVATION OF WULF

6.1. Wulf shall promptly file with the Securities and Exchange Commission
all necessary documents including but not restricted to Forms 10K,
10Q, D, and other forms required for reactivation to a fully reporting
company.

7. LISTING ON NASDAQ.

7.1. Subsequent to the successful completion of the said stock offering,
Wulf shall endeavor to obtain a listing on NASDAQ under the symbol
"WULF."

8. STOCK OPTIONS

8.1. Wulf shall offer to the shareholders of SFM and option to purchase Two
Hundred Thousand (200,000) shares of Wulf authorized unissued
Preferred stock at a price of One Dollar ($1.00) per share. Said
option must be exercised prior to the proposed secondary public
offering of Wulf preferred stock.

<PAGE>

8.2. Wulf shall prepare and put in effect an employee stock option plan to
be granted to both Wulf and SFM employees.

9. ACCOUNTING AND RECORDS

9.1. SFM shall keep and maintain accounting records for its operations

9.2. SFM tax returns may be combined with Wulf Tax returns.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as
of this 30th day of April, 1999.

WULF INTERNATIONAL LTD.

(original signed by George Wulf)

By: /s/ George Wulf
---------------------------------
George Wulf, Chairman

SFM MORTGAGE COMPANY

(original signed by Randie Wolzen)

By: /s/ Randie Wolzen
---------------------------------
Randie Wolzen, President

EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
WULF INTERNATIONAL, LTD.

WULF INTERNATIONAL, LTD., a Colorado corporation, DOES HEREBY CERTIFY AS
FOLLOWS:

1. The name of this Corporation is Wulf International, Ltd.

2. This Certificate of Amendment sets forth certain amendments to the
Certificate of Incorporation of this Corporation, which were duly adopted by the
Board of Directors of this Corporation and the holders of a majority of each
class of stock of this Corporation entitled to vote thereon in accordance with
the Business Corporation Act of the State of Colorado.

3. Article IV of the Certificate of Incorporation shall be amended in its
entirety to read as follows:

ARTICLE IV

The total number of shares of all classes of stock that this corporation
shall have the authority to issue is 60,000,000 consisting of (a) 10,000,000
shares of Preferred Stock, $1.00 par value (the "Preferred Stock"), and (b)
50,000,000 shares of Common Stock, $.01 par value (the "Common Stock").
Stockholders will have no preemptive rights.

The designations, powers, preferences and relative, participating, optional
or other special rights, and the qualifications, limitations and restrictions
thereof in respect of the Preferred Stock and the Common Stock are as follows:

A. PREFERRED STOCK.

1. Dividends. The holder of each share of Preferred Stock shall be entitled
to receive, if, when and as declared by the Board of Directors of this
Corporation, out of funds legally available for that purpose, dividends.

<PAGE>

2. Voting Rights of Preferred Stock.

Except as otherwise required by law, a holder of each share of Preferred
Stock shall be not entitled to vote on any matters.

3. Priority of the Preferred Stock in Event of Dissolution or Sale of Assets.

(a) In the event of a dissolution, liquidation or winding up of this
corporation (whether voluntary or involuntary), after payment or provision
for payment in full to the creditors of this corporation but before any
distribution to the holders of Common Stock, the holders of Preferred Stock
then outstanding shall be entitled to receive an amount per share equal to
$1.00. After the foregoing distributions are made, the holders of Common
Stock shall be entitled to share ratably in the remaining assets of this
corporation.

(b) A consolidation, merger or reorganization of this corporation with
or into any other corporation or corporations, or a sale, or a series of
related sales, of all or substantially all of the assets of this
corporation shall not be deemed to be a liquidation, dissolution or winding
up for the purpose of this Paragraph 3.

4. Conversion of Preferred Stock into Common Stock.

(a) Each share of Preferred Stock shall be convertible into five
shares of Common Stock at any time after one year from the date of issuance
at the option of the holder thereof. Before any holder of Preferred Stock
shall be entitled to convert such stock into shares of Common Stock, the
holder shall surrender the certificate or certificates therefor, duly
endorsed, to this corporation and shall give written notice, duly executed,
to this corporation of such election to convert the same. Partial
redemptions are not permitted; the holder of Preferred Stock must convert
all of his shares of Preferred Stock into Common Stock if he elects to
convert any shares of Preferred Stock. Any such conversion shall be deemed
to have been made immediately prior to the close of business on the date of
the surrender of the shares of Preferred Stock to be converted, and the
holder of such shares shall be treated for all purposes as the record
holder of such shares of Common Stock on such date.

(b) In case of any capital reorganization or of any reclassification
of the Common Stock of this corporation, or in case of the consolidation of
this corporation with, or the merger of this corporation into, any other
corporation, or of the sale of the properties and assets of this
corporation as, or substantially as, an entirety to any other corporation,

<PAGE>

the Preferred Stock shall after such capital reorganization,
reclassification of Common Stock, consolidation, merger or sale be
exercisable for the number of shares of stock or other securities or
property of this corporation, or of this corporation resulting from such
consolidation or surviving such merger or to which such sale shall be made,
as the case may be, to which the holder of Common Stock issuable (at the
time of such capital reorganization, reclassification of Common Stock,
consolidation, merger or sale) upon exercise of the conversion privilege of
the Preferred Stock would have been entitled upon such capital
reorganization, reclassification of Common Stock, consolidation, merger or
sale had the conversion privilege of the Preferred Stock been exercised
prior thereto; and in any case, if necessary, the provisions set forth in
this Paragraph 4 regarding the rights and interests thereafter of the
holders of Preferred Stock shall be appropriately adjusted so as to be
applicable, as nearly as may reasonably be, to any shares of stock or other
securities or property thereafter deliverable on the exercise of the
conversion privilege of the Preferred Stock.

(c) This corporation shall at all times reserve and keep available out
of its authorized but unissued Common Stock, solely for the purpose of
effecting the conversion of Preferred Stock, such number of shares of
Common Stock as shall from time to time be issuable upon the conversion of
all outstanding shares of Preferred Stock.

B. COMMON STOCK.

1. Voting. Each holder of shares of Common Stock shall be entitled to one
vote for each share of Common Stock so held on all matters as to which holders
of Common Stock shall be entitled to vote.

2. Dividends. When, as and if dividends or distributions on the Common
Stock are declared by the Board of Directors of this corporation, whether
payable in cash, property or in securities of this corporation, the holders of
outstanding shares of Common Stock shall be entitled to share equally, share for
share, in dividends and distributions.

3. Other Rights. Upon any liquidation, dissolution or winding-up of this
Corporation ("Liquidation"), the holders of shares of Common Stock shall be
entitled to share equally, share for share, in the remaining assets of this
corporation to be distributed after the payment to the holders of shares of
Preferred Stock of the specific amounts which they are entitled to receive upon
such Liquidation as herein provided.

4. The capital of this Corporation shall not be reduced under or by reason
of said amendment.

<PAGE>

IN WITNESS WHEREOF, Wulf International, Ltd. has caused this certificate to
be signed by George Wulf, its Chief Executive Officer, this 7th day of December,
1999.

WULF INTERNATIONAL, LTD.

By: /s/ George R. Wulf
-----------------------
George R. Wulf
Chief Executive Officer

<PAGE>

STATE OF COLORADO

DEPARTMENT OF
STATE

CERTIFICATE

I, DONETTA DAVIDSON, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY
CERTIFY THAT

ACCORDING TO THE RECORDS OF THIS OFFICE

WULF INTERNATIONAL, LTD.
(COLORADO CORPORATION)

FILE #19871263251 WAS FILED IN THIS OFFICE ON September 26, 1973 AND HAS
COMPILED WITH THE APPLICABLE PROVISIONS OF THE LAWS OF THE STATE OF
COLORADO AND ON THIS DATE IS IN GOOD STANDING AND AUTHORIZED AND COMPETENT
TO TRANSACT BUSINESS OR TO CONDUCT ITS AFFAIRS WITHIN THIS STATE.

Dated: December 02, 1999

/s/ Donetta Davison
------------------
SECRETARY OF STATE

<PAGE>

ARTICLES OF INCORPORATION

WULF OIL CORPORATION

KNOW ALL MEN BE THESE PRESENTS, that we, Jack, R. Viders, S.E. Robinson, and L.
T. Anderson, citizens of the United States and residents of Colorado, have
associated ourselves together to establish a corporation under and pursuant to
the general corporation laws of the State of Colorado, for the purposes
hereinafter set forth, and we hereby certify as follows.

ARTICLE I

The name of this corporation shall be:

WULF OIL CORPORATION

ARTICLE II

The nature of the business of the corporation and the objects and purposes
to be transacted, promoted and carried on by it are:

<PAGE>

1. To engage in the leasing of lands believed to contain petroleum, oils, and
gas: the improving, mortgaging, leasing, assigning, and otherwise disposing
of the same; the prospecting, drilling, pumping, piping, storing, refining,
and selling, both at wholesale, and retail, of oils and gas; the buying,
otherwise acquiring, selling, and otherwise disposing of any and all real
estate and personal property for use in the business of the company; the
construction of any and all building, pipe lines, pumping stations, and
storage tanks, and any and all other building required in carrying on the
business of the company; the acting as trustee for holders of oil lands in
the receiving and disbursement of funds to be sued in drilling for the
common benefit of the land holders; the doing of any and every act or
thing, proper, necessary, and incident to the general purpose of this
company.

2. To engage in the general business of exploring, prospecting and drilling
for, and in mining, extracting, producing, milling, smelting, refining, and
otherwise treating and processing thorium, uranium, radium and other
fissionable or radioactive minerals or materials, and gold, silver, lead,
copper and any and all other precious or valuable or useful minerals,
metals, and organic or inorganic substances, including petroleum and other
mineral or non-mineral liquid, solid or volatile substances; and to
manufacture metals, metallic products, chemicals and chemical products, and
the products of any other organic or inorganic substances that may be mined
or produced by it.

3. To locate, patent, purchase, lease or otherwise acquire mines and mining
claims and lands believed to be valuable for their mineral content, or for
other organic or inorganic substances, and to acquire leasehold, royalty,

<PAGE>

or other interest therein, and to explore, develop, work and operate the
same; also to purchase lease, build, construct and operate mills, smelters,
reduction plants, refineries, manufacturing plants, chemical plants,
storage and warehouse facilities, and any and all other building structures
and works necessary or useful in carrying on any part of the business of
the corporation; and to acquire, own, hold, use and operate any other kind
of real property deemed necessary in and about its business.

4. To purchase or otherwise acquire, own, hold maintain and use any and all
such power plants, machinery, equipment, appliances, tools, automotive
equipment, automobiles, trucks, tractor, earth-moving equipment, drilling
equipment and transportation facilities, as may be deemed necessary or
useful in carrying on the business of the corporation, or any part thereof.

5. To engage in the business of marketing, selling distributing, shipping,
exporting and otherwise disposing of the minerals, metals, products, by
products and materials, manufactured articles, chemicals and substances of
any kind, produced, made or otherwise acquired by it; and to sell, lease
mortgage or otherwise encumber, or otherwise to dispose of, any or all of
its real or personal property from time to time when deemed necessary or
advisable.

6. To the extent permitted by law, to construct, operate roads, trams and
private railroads, telephone liens and other means of communication and
transportation, and to establish equip and maintain mining camps, houses,
stores and other buildings, waterworks, electric power and light plants,
sewage disposal facilities and other plants and facilities deemed necessary
or useful in its business.

7. To make and enter into contracts with other persons, firms, associations or
corporations, or with any state, government, or agency thereof, for any and
all lawful purposes, including, mining, drilling, custom milling, smelting,
furnishing or any substances to any person, firm association, corporation,
state, government or governmental agency.

8. To engage in general merchandising, and to buy, sell, and deal in goods,
wares and merchandise, machinery, appliances, tools, materials, equipment,
food and other articles, of every kind and character.

9. To borrow money and to make, issue, negotiate and deliver its promissory
notes, debentures, bonds and other securities or evidence of indebtedness,
and to secure payment thereof by mortgage, pledge, or other encumbrance
upon all or any part of its property and assets.

10. To purchase or otherwise acquire the properties and assets of any other
person, firm or corporation and the business and good will thereof, when
such acquisition and the business and good will thereof, when such
acquisition is deemed advisable, and to pay therefore in cash, or in its

<PAGE>

stock, notes, debentures or bonds; and in any such transaction to assume
and undertake or guarantee payment of any part or all of the indebtedness
or other obligation of the person, firm or corporation whose properties and
business are so acquired.

11. To produce or otherwise acquire, and to invest in, hold, own and dispose
of, the stock, bonds, notes, debentures and other obligations or securities
issued by any person, firm, association or corporation, and the bonds or
other evidences of the obligations of any government, state, territory or
province, or of any city, county, or other governmental subdivision
thereof; and to guarantee payment of dividends on, or of the principal of
or interest on, any stocks, bonds, notes, debentures or other securities or
obligations of any person, firm, association or corporation in which this
corporation has an interest as stockholder, creditor, or otherwise.

12. To purchase or otherwise, acquire shares of its own capital stock, and to
hold, sell, exchange, pledge or otherwise dispose of on retire the same;
provided, that this corporation shall not use any of its funds or property
for the purchase of its own shares when such use would cause any impairment
of the capital of this corporation, and provided, that the shares of its
own stock belonging to this corporation shall not be voted directly or
indirectly while so owned.

13. To apply for , register and obtain patents, trademarks, trade names and
copyrights and to purchase or otherwise acquire rights an licenses under
patents owned by held by others; and to grant licenses under, or to sell or
otherwise dispose of, patents and patent rights, trademarks or trade names
obtained by this corporation.

14. To carry on any other lawful business which may be deemed related to
tributary to the business of this corporation, including oil, gas, coal,
oil shale, or other drilling or mining ventures.

15. To conduct business and to have offices and places of business, and to
acquire, own and dispose of property of all kinds in the State of Colorado
and in other states and territories, districts, dependencies or colonies of
the United State, and in any foreign country, subject to compliance with
the laws thereof; and generally to have and exercise all of the powers now
or hereafter conferred by the general corporation laws of the State of
Colorado, whether or not herein specifically mentioned.

16. The foregoing clauses shall be construed as both objects and powers, and
the foregoing enumeration of powers shall not be deemed to limit or
restrict in any manner the general powers of this corporation; and the
purposes, objects and powers specified in each of the paragraphs of this
Article II shall not be limited or, restricted by reference to inference
from the terms of any other paragraph, but each shall be regarded as
independent objects and purposes.

<PAGE>

ARTICLE III

This corporation shall have perpetual existence.

ARTICLE IV

The amount of authorized capital stock of this corporation is Five Hundred
Thousand Dollars ($500,000.00), consisting of Fifty Million (50,000,000) shares
of the par value of One Cent (1(cent)) each, and all shares when issued shall be
paid and non-assessable, and the private property of stockholders shall not be
liable for corporate debts. Stockholder shall have no preemptive rights.

ARTICLE V

The initial Board of Directors shall consist of three (3) members, and the
names and addresses of the person who are to serve ad directors until the first
annual meeting of shareholders or until their successors be elected and qualify
are:

George R. Wulf
811 First National Bank Building
Casper, Wyoming 82601

Lyle J. Reber
4575 Fortuna Way
Salt Lake City, Utah 84117

Edward J. Burrows
Hay Springs, Nebraska 69347

Cumulative voting in the election of directors hall be permitted.

ARTICLE VI

In furtherance and not in limitation of the powers hereinbefore conferred
or conferred by the statutes or the by-laws of this corporation, the Board of
Directors shall have the following powers:

1. To make, alter, amend or repeal by-laws for the corporation, but any by-law
so made may be altered, amended or repealed by the stockholders at any
annual or special meeting.

2. From time to time to fix and determine, and to vary, the amount of working
capital of this corporation, to determine and direct the use and
disposition thereof, to set apart out of any funds of the corporation
available for dividends, a reserve or reserves for any proper purpose and

<PAGE>

to abolish such reserves in the manner in which it was created, and to
declare dividends from time to time out of any funds available therefor.

3. To designate by resolution passed by a majority of the whole board, an
executive committee and such other committee as the board shall deem
desirable, each committee to consist of at least two (2) members of the
board, which committee or committees, to extend provided in such resolution
or in the by-laws, shall have and may exercise the powers of the Board of
Directors in the intervals between meetings of the Board, in the management
of the business and affairs of the corporation.

4. By majority vote of the whole Board of Directors, to sell, lease, or convey
any part of all of the property and assets of the corporation, including
its good will, corporate franchise, upon such terms and conditions and for
such consideration as the Board of Directors may deem expedient and for the
best inters of the corporation; provided that the sale or disposal of all
or substantially all of the property and assets shall be authorized or
ratified by the affirmative vote of the holders of at least two-thirds
(2/3rds) of the capital stock then issued and outstanding (or of such class
of stock, if more than one class), such vote to be taken at a meeting of
stockholders duly called for that purpose as provided by the Statutes of
Colorado.

5. To determine from time to time whether and to what extent and at what times
and places and under what conditions the stock books, account books and
other books and records of the corporation shall be open for inspection by
stockholders, and no stockholder shall have any right to inspect any stock
record, account book, paper or record of this corporation unless the
request therefor shall be made in writing and in good faith and for an
honest purpose and not for the purpose of injuring the corporation or of
interfering with its business.

6. Pursuant to the affirmative vote of the holders of at least two-thirds
(2/3rds) of the stock issued and outstanding having voting power (or of
each class of stock, if more than one class), given at a meeting of the
stockholders duly called for the purpose, the Board of Directors hall have
full power and authority at any meeting, after first paying or having made
adequate provision for the payment of the debts and obligations of the
corporations to make on or more pro rata distributions of part or all of
the assets of the corporation in kind, or in cash, or partly in kind and
partly in cash, to all stockholder who shall have first deposited their
capital stock with the Board of Directors or with an agent designated for
such purpose, and the Board of Directors, if it shall so elect, shall have
full power and authority to make on or more pro rata distributions of all
or part of the assets of the corporation, in kind or in cash, or partly in
kind and partly in cash, to a trustee appointed by said Board to act for
the benefit of all stockholders who the rights of said stockholders in all
respect to be governed by the trust agreement under which said assets may
be distributed to said trustee.

<PAGE>

ARTICLE VII

The principal office and place of business of this corporation in the State
of Colorado shall be kept in the City and Country of Denver. The corporation may
also have an office and own, hold or operate properties in other counties of the
State of Colorado, or elsewhere, as herein before stated.

The original stock books and ledgers and other books and records required
by the Statutes of Colorado to be kept for inspection by stockholders or
creditors, shall be kept at the principal office of the Corporation in the City
and County of Denver.

Meetings at the Board of Directors and of the stockholder may be held from
time to time outside of the State of Colorado at such times and places as may be
designated by the by-laws or resolutions of the Board of Directors.

ARTICLE VIII

The corporation shall be entitled to treat the person in whose name any
shares of stock are registered on its books as the owner thereof for all
purposes, and shall not be bound to reorganize any equitable or other claim to
or interest of such shares on the part of any other person, whether or not the
corporation shall have notice thereof, except upon presentation of the
certificate or certificates for such shares properly endorse by the person or
persons appearing upon the face of such certificate to be the owner thereof, or
accompanied by a proper transfer or assignment separate from the certificate,
with the signatures of such endorsement or assignment duly witnessed or
guaranteed, or except as may be otherwise expressly provided by the Statues of
Colorado, or ordered by a court of competent jurisdiction.

<PAGE>

ARTICLE IX

To indemnify each director and officer of the corporation, against
reasonable costs and expenses, including counsel fees, actually and necessarily
incurred by him in connection with any action, suit or proceeding to which he
may be made a party by reason of his being or having been a director or an
officer of the corporation, except in relation to any action, suit or proceeding
in which he has been adjudged liable because of negligence misconstrued which
shall be deemed to include willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office. In the
absence of an adjudication which expressly absolved the director or officer of
liability to the corporation or its stockholders for negligence and misconduct,
within the meaning thereof as used herein, or in the even of a settlement, each
director and officer (and his heirs, executors, and administrators) shall be
indemnified by the corporation against payments made, including reasonable costs
and expenses, provided that such indemnify shall be conditioned upon the prior
determination by a resolution of two-thirds (2/3rds) of those members of the
Board of Director of the corporation who are not involved in the action, suit,
or proceeding that the director or officer has no liability by reason of
negligence or misconduct, within the meaning thereof as used herein, and
provided further that if a majority of the members of the Board of Directors of
the corporation are involved in the action suit or proceedings, each
determination shall have been made by a written opinion of independent counsel.
Amounts paid in settlements shall not exceed costs, fees and expenses which

<PAGE>

would have been reasonably incurred if the action, suit, or proceeding had been
litigated to a conclusion. Such a determination by the Board of directors or by
independent counsel, and the payments of amounts by the corporation on the basis
thereof shall not prevent a stockholder from challenging such indemnification by
appropriate legal proceeding on the ground that the indemnified was liable to
the corporation or its security holders by reason of negligence or misconduct,
within the meaning thereof as used herein. The foregoing rights and
indemnification shall not be exclusive of any other rights to which the officers
and directors may be entitled according to law.

ARTICLE X

The rights is expressly reserved to amend these Articles of Incorporation
or any article herein in any manner or respect nor or hereafter permitted or
provided by the corporation laws of Colorado, and the rights of all stockholders
are expressly made subject to such power of amendments.

ARTICLE XI

The address of the initial registered office of the Corporation is 777 Capitol
Life Center, Denver, Colorado 80203, and the name of the initial registered
agent of the corporation at such address is Jack R. Viders.

ARTICLE XII

The name and addresses of the incorporators are:

JACK R. VIDERS 306 United Bank Center, Denver, CO. 80202
S. E. ROBINSON 306 United Bank Center, Denver, CO. 80202
L. T. ANDERSON 306 United Bank Center, Denver, CO. 80202

Executed this 6th day of September, 1973, by the undersigned incorporators.

/s/ Jack R. Viders
--------------
Jack R. Viders

/s/ S. E. Robinson
--------------
S. E. ROBINSON

/s/ L. T. Anderson
--------------
L. T. ANDERSON

STATE OF COLORADO )
) ss
CITY AND COUNTY OF DENVER )

I, Carol A. Vieyra, a Notary Public in and for the City and County and
State aforesaid, do hereby certify that Jack R. Viders, S.E. Robinson and L. T.
Anderson, who are personally know to the be the persons whose names are
subscribed to the foregoing Articles of Incorporation, appeared before me this
day in person and upon oath swore to the truth of the facts therein stated and
acknowledged that they signed and delivered said instruments of writing as their
free and voluntary act.

Given under my hand and official seal this 6th day of September, 1997

My commission expires :

/s/ Carol V. Vieyra
---------------------------

<PAGE>

SS: Form D-4 (Rev. 7/91) MAIL TO:
Submit in Duplicate Colorado Secretary of State
Filing Fee: Corporation Office
1560 Broadway, Suite 200
Denver, Colorado 80202
(303) 894-2200

ARTICLES OF AMENDMENTS
to the
ARTICLES OF INCORPORATION

Pursuant to the provisions of Colorado Corporation Code, the undersigned
corporation adopts the following Articles of Amendments to it Articles of
Incorporation:

FIRST: The name of the corporation is (note 1) WULF OIL CORPORATION
----------------------

SECOND: The following amendment to the Articles of Incorporation was
adopted on September 30 1991, as prescribed by the Colorado Corporation Code, in
the manner marked with an X below:

Such amendment was adopted by the board of directors where no
-------
shares have been issued.

X Such amendment was adopted by a vote of the shareholders. The
-------
number of shares voted for the amendment was sufficient for approval.

Amendment One: The name of the corporation was changed from Wulf Oil
Corporation to WULF INTERNATIONAL, LTD.

THIRD: The manner, is not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:

FOURTH: The manner in which such amendment effects a change in the amount
of stated capital as changed by such amendment are as follows:

WULF OIL CORPORATION (Note 1)
---------------------

By /s/ Larry C. Wulf
---------------------
Larry C. Wulf
Its President

and /s/ George R. Wulf (Note 2)
---------------------
George R. Wulf
Its Secretary

(Note 3)
---------------------
Its Director

NOTES: 1. Exact corporate name of corporation adopting the Articles of
Amendments. (If this is a change of name amendment to name before this amendment
is filed)

2. Signatures and titles of officers signing for the corporation.

3. Where no shares have been issued, signature of a director

<PAGE>

MAIL TO:
COLORADO SECRETARY OF STATE
CORPORATIONS SECTION
1560 Broadway, Suite 200
Denver, Colorado 80202
(303) 894-2200

This document must be typed

Filing fee: $10.00. $20.00 When resigning as off/dir and Registered Agent

RESIGNATION OF OFFICER, DIRECTOR OR REGISTERED AGENT

AFFIDAVIT

PETER B. SCOTT, the affiant, being duly sown, states under oath and
under penalty of perjury, that:

<TABLE>

1. S/he has resigned as a:
<S> <C> <C> <C>

Director President Vice-President Secretary
- ---------- ------ -------
Assistant Secretary Treasurer Registered Agent
- ---------- ------ -------

</TABLE>

Of WULF INTERNTIONAL, LTD.
------------------------------

2. Notice of such resignation has been delivered to the corporation pursuant
to Colorado statues, Articles of Incorporation or the by laws.

3. THE REGISTERED OFFICE IS DISCONTINUED
-------------------------

/ s/ Peter B. Scott
--------------------------------
Signature of person resigning

6959 West 14th Avenue, Suite 100
--------------------------------
Lakewood, Colorado 80214
--------------------------------
Address

Dated:

State of )
)
County of )
951101941 M$20.00
Secretary of State
Subscribed and sworn to before me by 08-14-95 13:37
-----------------------------------
this day of , 19 .
------------------ ----------------------------- ----

--------------------------
Notary Public

My commission expires:
---------------
THIS FILING IS A NOTICE FILING ONLY AND IN NO WAY AFFECTS THE RIGHTS OR
LIABILITIES OF THE RESIGNING OFFICER, DIRECTOR OR AGENT. IF THE RESIGNATION IS
ONLY THAT OF THE REGISTERED AGENT, THIS DOCUMENT IS NOT REQUIRED TO BE
NOTARIZED.

<PAGE>

Mail to: Secretary of State
Corporations Section
1560 Broadway, Suite 200
Denver, Colorado 80202
(303) 894-2251
Fax (303) 894-2242

MUST BE TYPED
FILING FEE: $10.00
MUST SUBMIT TWO COPIES
---
STATEMENT OF CHANGE OF
Please include a typed REGISTERED OFFICE OR
self addressed envelope REGISTERED AGENT, OR BOTH

Pursuant to the provisions of the Colorado Business Corporatation Act, the
Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act
of 1981 and the Colorado Limited Liability Company Act, the undersigned,
organized under the law of:

COLORADO
--------

submits the following statement for the purpose of changing its registered
office or it registered agent, or both, in the state of Colorado.

FIRST: The name of the corporation, limited partnership or limited liability
company is
WULF INTERNATIONAL, LTD
---------------------------------------------------------------

SECOND: Street address of current REGISTERED OFFICE is: AGENT RESIGNED
and if change, the new street address is : 1675 Broadway, Denver,
Colorado 8020?

THIRD: The name of its current REGISTERED AGENT is AGENT RESIGNED
and if changed, the new registered agent is: The Corporation Company

Signature of Registered Agent by: /s/ Daniel R. Glatz
Principal place of business 5200 Keller Springs Road, Suite 1131
Dallas, Texas 75248

The address of its registered office and the address of the business office of
its registered agent, as changed, will be identical.

WULF INTERNATIONAL LTD.
-----------------------------
Name of Entity

By: /s/ Authorized Officer
------------------------
Its PRESIDENT
------------------------
Title

BYLAWS
OF
WULF INTERNATIONAL, LTD.

ARTICLE I
---------
MEETING OF SHAREHOLDERS
-----------------------

Section 1.1 Annual Meeting. The annual meeting of the Shareholders
shall be held on the first day of the last month of each fiscal year of the
corporation or on such other day as shall be fixed by the Board of Directors
within 180 days following the end of each fiscal year. If that day should not be
a regular business day, then the meeting may be held on the next following
business day. At this meeting the Shareholders shall elect a Board of Directors
for the ensuing year and transact other business as shall properly come before
such meeting. If the election of Directors shall not be held on the day
designated for the annual meeting, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
Shareholders as soon thereafter as may be convenient.

Section 1.2 Place of Meetings. Each meeting of the Shareholders shall
be held at such place, either withing or outside Colorado, as may be designated
in the notice of meeting, or, if no place is designated in the notice, at the
principal office of the Corporation if in Colorado, or if the principal office
is not located in Colorado, at the registered office of the Corporation in
Colorado.

Section 1.3 Special Meetings. Special meetings of the Shareholders
may be called for any purpose or purposes by the President or by the Board of
Directors or as otherwise provided by law.

Section 1.4 Notice of Meetings. Written notice of meetings shall be
delivered not less than ten nor more than fifty days before the date of the
meeting to be called. Written notice shall normally be delivered in ten days
except in cases of extraordinary actions being proposed by the Corporation or
unless otherwise provided by applicable Colorado law. If a special meeting is
being called, the notice shall state the purpose or purposes of the meeting.
Notice shall be addressed to the Shareholder at his address as it appears on the
stock transfer books of the Corporation. If three successive letters mailed to
the last known address of any Shareholder of record are returned, no further
notices shall be necessary until another address is made known to the
Corporation. Notice need not be given to any shareholder who shall waive notice
of any meeting in writing, whether before, at, or after the meeting.

<PAGE>

Section 1.5 Quorum And Adjournment. At any meeting of the
Shareholders the presence, in person or by proxy, of the holders of a majority
of the shares outstanding and entitled to vote shall constitute a quorum. In the
absence of a quorum, the meeting may be adjourned for a period of not to exceed
30 days without further notice by any Officer entitled to preside at or act as
Secretary of such meeting, or by a majority in interest of those Shareholders
present in person or by proxy. The withdrawal of enough Shareholders to leave
less than a quorum shall not prevent the remaining Shareholders from continuing
to transact business until adjournment.

Section 1.6 Voting. At each meeting of the Shareholders, those
Shareholders entitled to vote may vote in person or by proxy. The record date
for the determination of the Shareholders shall be the date upon which notice of
the meeting was sent to the Shareholders, unless a different date therefor was
fixed by the Board of Directors. A proxy, to be valid, must be executed in
writing by the Shareholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after eleven months from the date of its execution unless
otherwise provided in the proxy. At all meetings of the Shareholders at which a
quorum is present, all matters shall be decided by a simple majority vote of all
then eligible shares, except as otherwise provided by statute or by the Articles
of Incorporation. The vote on any matter need not be by ballot unless required
by statute or requested by a Shareholder, in person or by proxy, who is entitled
to vote at the meeting.

Section 1.7 Proxies. At any meeting of the Shareholders, a
Shareholder may vote by proxy executed in writing by the Shareholder or his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

<PAGE>

Section 1.8 Conduct Of Meetings. Each meeting of the Shareholders
shall be presided over by the Chairman of the Board of Directors, or in his
absence, by the President, or in his absence, by any Vice President. If the
Chairman of the Board, President, and Vice Presidents are all absent, a Chairman
of the meeting shall be chosen by a majority in voting interest of those
Shareholders present or represented by proxy. The Secretary of the Corporation
shall act as Secretary of each meeting of the Shareholders. In his absence the
Chairman of the meeting shall appoint a Secretary.

Section 1.9 Action Without A Meeting. Action which may be taken at a
meeting of the Shareholders may be taken without a meeting pursuant to the
applicable state statute, if a consent in writing, setting forth the action so
taken, is signed by all of the Shareholders entitled to vote with respect to the
subject matter thereof. Such consent shall have the same force and effect as a
unanimous vote of the Shareholders for any purpose.

ARTICLE II
----------
BOARD OF DIRECTORS
------------------

Section 2.1 Powers. The property and business of the Corporation
shall be managed by its Board of Directors which may exercise all powers of the
Corporation and do all lawful acts as are not by statute, by the Articles of
Incorporation, or by these Bylaws directed or required to be exercised or done
by the Shareholders. The Directors shall also have authority to elect and
discharge the Officers of the Corporation and pass upon any and all claims of
such Officers for salaries or other compensation, and may contract with such
Officers, Employees, Directors, and other persons rendering service to the
Corporation with respect to their salaries and other compensation.

<PAGE>

Section 2.2 Performance of Duties. A Director of the Corporation
shall perform his duties as a Director, including his duties as a member of any
committee of the Board on which he may serve, in good faith, in a manner he
reasonably believes to be in the best interests of the Corporation, and with
such care as an ordinarily prudent person in a like position would use under
similar circumstances. In performing his duties, a Director shall be entitled to
rely on information, opinions, reports and statements, including financial data,
prepared or presented by persons and groups listed in subparagraphs (a), (b) and
(c) of this Section 2.2, but he shall not be considered to be acting in good
faith if he has knowledge concerning the matter in question that would cause
such reliance to be unwarranted. A person who so performs his duties shall not
have any liability by reason of being or having been a Director of the
Corporation. Those persons and groups on whose information, opinions, reports
and statements a Director is entitled to rely are:

(a) Officers and employees of the Corporation whom the
Director reasonably believes to be reliable and competent in the
matters presented;

(b) Counsel, accountants and other such persons as to matters
which the Director reasonably believes to be within such persons'
professional or expert competence; and

(c) A committee of the Board on which the Director does not
serve, as to matters within its designated authority, which committee
the Director reasonably believes to merit confidence.

Section 2.3 Number, Tenure and Election. The Board of Directors shall
consist of such number as shall be fixed from time to time by the Board of
Directors, but in no instance shall there be less than the number required by
law. The Directors shall be elected at the annual meeting of Shareholders and
shall hold office until the next annual meeting of Shareholders or until their
successors are elected and qualified. The Board of Directors may appoint one of
its members to act as Chairman of the Board of Directors. Directors need not be
Shareholders of the Corporation.

<PAGE>

Section 2.4 Committees. The Board of Directors may appoint a
committee or committees of one or more of its members with such powers as may be
legally delegated by the Board. In all cases such committee or committees shall
act as a Board regularly convened by a majority and may adopt such rules and
regulations for the conduct of their meetings and the management of the
Corporation as may be deemed proper and not inconsistent with statute, the
Articles of Incorporation, or these Bylaws.

Section 2.5 Resignations. A Director may resign at any time by giving
written notice to the Board of Directors, President or Secretary of the
Corporation. The resignation shall take effect upon the date of receipt of such
notice, or at any later time specified therein. The acceptance of such
resignation shall not be necessary to make it effective unless the resignation
so requires.

Section 2.6 Removal. At any Shareholders' meeting called expressly
for that purpose, the entire Board of Directors or any lesser number may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at any election of Directors.

Section 2.7 Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum. A Director elected to fill a vacancy shall
be elected for the unexpired portion of the term of his predecessor. Any
Directorship to be filled by reason of an increase in the number of Directors
shall be filled by the affirmative vote of a majority of the Directors then in
office, by election at an annual meeting of the Shareholders, or at a special
meeting of the Shareholders called for that purpose. A Director chosen to fill a
position resulting from an increase in the number of Directors shall hold office
until the next annual meeting of Shareholders or until his successor shall have
been elected and qualified.

Section 2.8 Compensation. By resolution of the Board of Directors and
irrespective of any personal interest of any of its members, each Director may
be paid his expenses of attending each meeting of the Board; he may in addition
be paid a salary as Director or a fixed sum for attendance at each meeting of
the Board and its committees, or both. A Director may serve the Corporation in
another capacity and receive compensation for the services rendered in that
capacity.

<PAGE>

Section 2.9 Place of Meetings. The Board of Directors may hold its
meetings at any place within or without the state that it may from time to time
specify by resolution.

Section 2.10 Annual Meetings. The annual meeting of the Board of
Directors shall immediately follow the annual meeting of the Shareholders and be
held at the same place as said annual Shareholders' meeting.

Section 2.11 Special Meetings. Special meetings of the Board of
Directors may be called at any time for any purpose by or at the request of the
President or any two Directors. Written notice of each special meeting, setting
forth the time and place of the meeting, shall be given to each Director at
least twenty-four hours before the meeting. This notice may be given either
personally, through the United States mail, or by pre-paid telegram to the
address of each Director appearing on the books of the Corporation. Any meeting
of the Board of Directors, whether regular or special, shall be a legal meeting
if all of the Directors shall be present or shall sign the minutes, whether or
not notice was sent.

Section 2.12 Meetings In General. Attendance at a meeting shall
constitute a waiver of notice of such meeting, except when the Director attends
a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of any annual, regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting. A Director who is present at a meeting of the Board at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his dissent is entered into the minutes of the
meeting or unless he files his written consent to such action with the Secretary
of the meeting before adjournment thereof or forwards his dissent by registered
mail to the Secretary of the Corporation immediately after adjournment of the
meeting. The right to dissent shall not apply to a Director who voted in favor
of the action.

<PAGE>

Section 2.13 Quorum, Adjournment, And Manner Of Acting. A majority of
the Directors shall constitute a quorum of the Board at any annual, regular or
special meeting, but in the absence of a quorum of the Board, a minority shall
have the power of adjournment. The act of a majority of the Directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.

Section 2.14 Conduct Of Meetings. The Chairman of the Board of
Directors, or in his absence the President, or in his absence any Vice
President, shall preside at each meeting of the Board of Directors. If the
Chairman of the Board, the President, and the Vice Presidents are all absent, a
Chairman of the meeting shall be chosen by unanimous vote of the Directors
present. The Secretary, or in his absence any person appointed by the Chairman
of the meeting, shall act as Secretary of the meeting.

Section 2.15 Acting Without A Meeting. Action which may be taken at a
meeting of the Directors may be taken without a meeting pursuant to the
applicable state statute, if a consent in writing, setting forth the action so
taken, is signed by all of the Directors entitled to vote with respect to the
subject matter thereof. Such consent has the same force and effect as an
unanimous vote of the Directors for any purpose.

ARTICLE III
-----------
OFFICERS
--------

Section 3.1 Number of Officers. The Officers of the Corporation shall
be elected by the Board of Directors and shall consist of a Chief Executive
Officer, President, a Secretary and a Treasurer. Such other officers and
assistant officers as are deemed necessary may be appointed by the Board. Any
two or more offices may be held by the same person. The officers shall be
natural persons of at least eighteen years of age.

<PAGE>

Section 3.2 When Chosen. All Officers shall be chosen at the first
meeting of the Board of Directors and thereafter at the annual meeting of the
Board in each year.

Section 3.3 Term Of Office. All Officers shall hold their respective
offices until their successors are elected, qualified, and enter upon the duties
of their offices, or until their death or resignation. Any Officer may be
removed by the Board of Directors with or without cause.

Section 3.4 Resignation. Any Officer may resign at any time by giving
written notice to the Board of Directors or to the President. Such resignation
shall take effect on the date or receipt of the notice or at any later time
specified therein. Unless the notice of resignation so requires, acceptance of
the resignation shall not be necessary to make it effective. When a vacancy
occurs in one of the executive offices by reason of death, resignation or
otherwise, it shall be filled by the Board of Directors for the unexpired
portion of the term.

Section 3.5 Chief Executive Officer; President. The Chief Executive
Officer shall be the chief executive officer of the Corporation. He shall
preside at all meetings of the Shareholders and the Board of Directors in the
absence of a Chairman of the Board and shall have general and active management
of the business of the Corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect. He shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other Officer or Agent of
the Corporation. He shall perform such other duties as from time to time may be
assigned to him by the Board of Directors. In the absence of a Chief Executive
Officer, the President shall be the chief executive officer of the Corporation
and shall perform the duties described herein. If a Chief Executive Officer is
appointed by the Board of Directors, the President shall be the chief operating
officer of the Corporation and shall see that all orders of the Chief Executive
Officer are carried into effect.

<PAGE>

Section 3.6 Vice Presidents. In the absence of the President or in
the event of his death, inability or refusal to act, the Vice President shall
perform the duties of the President, and when so acting, shall have all the
powers of, and be subject to, all the restrictions upon the President. If more
than one Vice President is elected, a Vice President may be designated by the
Board of Directors as Executive Vice President to act in the President's
absence; in the absence of such designation, the Vice President with the longest
tenure in that position shall so act. Vice Presidents shall perform such other
duties as from time to time may be assigned to them by the President or by the
Board of Directors.

Section 3.7 Secretary And Assistant Secretaries. The Secretary shall
attend all meetings of the Board of Directors and all meetings of the
Shareholders and shall record all the proceedings of the meetings in a book to
be kept for that purpose and shall perform like duties for any standing
committees when required. He shall have custody of the stock books of the
Corporation, except when placed in the custody of a transfer agent by resolution
of the Board of Directors. He shall see that all books, records, lists and
information required to be maintained at the office of the Corporation are so
maintained. He shall give, or cause to be given, notice of all meetings of the
Shareholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President.
He shall keep in safe custody the seal of the Corporation and, when authorized
by the Board of Directors, affix the same to any instrument requiring it and,
when so affixed, it shall be attested by his signature or by the signature of an
Assistant Secretary. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary. The Secretary and Assistant Secretaries shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

<PAGE>

Section 3.8 Treasurer And Assistant Treasurers. It shall be the duty
of the Treasurer to receive and have custody of all funds and monies realized by
the Corporation and deposit the same in the Corporation's name in a bank to be
designated by the Directors. He shall disburse, or permit to be disbursed, the
funds of the Corporation as may be ordered or authorized generally by the Board,
shall keep or cause to be kept full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, shall keep or cause to be
kept all other books of account and accounting records of the Corporation, and
shall render to the Officers and Directors of the Corporation whenever they may
require it an account of all such transactions and of the financial condition of
the Corporation. He shall perform such other duties as may from time to time be
delegated to him by the Board of Directors. If required by the Board, the
Treasurer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board. Such bond shall be for the
faithful performance of the duties of his office and for restoration to the
Corporation in case of his death, resignation, retirement or removal from office
of all books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the Corporation. In the absence or
inability of the Treasurer to act, Assistant Treasurers named by the Board of
Directors shall possess all the powers and perform all the duties of the
Treasurer.

Section 3.9 Delegation Of Officers' Duties. If any Officer of the
Corporation be absent or unable to act or for any other reason the Board may
deem sufficient, the Board may delegate, for the time being, some or all of the
functions, duties, powers and responsibilities of any Officer to any other
Officer or to any other Agent or Employee of the Corporation or other
responsible person.

ARTICLE IV
----------
NOTICES
-------

Section 4.1 Manner Of Notices. In addition to, but not in
contradiction of, any other specific notice provision of these Bylaws, notices
to Directors and Shareholders shall be in writing and delivered personally or
mailed to the Directors and Shareholders at their addresses appearing on the
books of the Corporation. Notice by mail shall be deemed to be given at the time
when deposited in the United States mail with postage prepaid. Notice to
Directors may also be given by telegram.

<PAGE>

Section 4.2 Waiver Of Notice. In addition to, but not in
contradiction of, any other specific notice provision of these Bylaws, whenever
any notice is required to be given under the provisions of the statutes, the
Articles of Incorporation, or these Bylaws, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before, at or after
the time stated therein, shall be deemed equivalent thereto.

ARTICLE V
---------
CERTIFICATES OF STOCK
---------------------

Section 5.1 Manner Of Issuance. The Board of Directors shall have the
power to issue the authorized capital stock of the Corporation. Every
Shareholder shall be entitled to a certificate in such form as shall be approved
by the Board. The certificates shall be numbered in the order of their issue and
shall be signed by the Chairman or Vice Chairman of the Board of Directors,
President or a Vice President, and by the Secretary, Assistant Secretary,
Treasurer or Assistant Treasurer. If the Corporation has a registrar or a
transfer agent who actually signs such certificates, the signature of any of the
other Officers above mentioned may be facsimile, engraved or printed. In case
any such Officer who has signed or whose facsimile signature has been placed
upon any such certificate shall have ceased to be such Officer before such
certificate is issued, such certificate may nevertheless be issued by the
Corporation with the same effect as if such Officer were an Officer at the date
of its issue. The stock certificates shall state upon their face that the
Corporation is organized under the laws of the state, the name of the person to
whom issued, the number and class of shares represented thereby, the par value
of each share represented by the certificate or a statement that the shares are
without par value, and the date of issue of the shares. If the Corporation is
authorized to issue shares of more than one class, every certificate
representing shares issued shall set forth upon the face or back of the
certificate that the Corporation will furnish to any Shareholder upon request
and without charge a full statement of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued. If the Corporation is authorized to issue any preferred or special class
in a series, the variations in the relative rights and preferences between the
shares, so far as they have been fixed and determined, and the authority of the
Board of Directors to fix and determine the relative rights and preferences of
subsequent series shall also be set forth upon request.

<PAGE>

Section 5.2 Replacement Of Certificates. The Board of Directors may
direct that a new certificate or certificates be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost or destroyed upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost or destroyed.

Section 5.3 Transfers Of Shares, Transfer Agent, Registrar. Transfers
of shares of stock shall be made on the stock record or transfer books of the
Corporation only by the person named in the stock certificate, or by his
attorney lawfully constituted in writing, and upon surrender of the certificate
therefor. Upon surrender of a certificate duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
The Corporation, by resolution of the Board, may from time to time appoint a
transfer agent and, if desired, a registrar, under such arrangements and upon
such terms and conditions as the Board deems advisable. Until and unless the
Board appoints some other person, firm or corporation as its transfer agent, and
upon the revocation of any such appointment, thereafter until a new appointment
is similarly make, the Secretary of the Corporation shall be the transfer agent
of the Corporation without the necessity of any formal action of the Board, and
the Secretary shall perform all of the duties thereof.

<PAGE>

Section 5.4 Recognition Of Shareholder. The Corporation shall keep at
its registered office a record of the names and addresses of all Shareholders
and the number and class of the shares held by each. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends and to vote as such owner. The
Corporation shall be entitled to hold liable for calls and assessments a person
registered on its books as the owner of shares and shall not be bound to
recognize and equitable or other claims to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by statute.

ARTICLE VI
----------
GENERAL
-------

Section 6.1 Execution Of Contracts. The Board of Directors may
authorize any Officer or Agent of the Corporation to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation. Such authority may be general or confined to specific instances
and, unless so authorized, no Officer, Agent or Employee shall have any power to
bind the Corporation for any purpose except as may be necessary to enable the
Corporation to carry on its normal and ordinary course of business.

Section 6.2 Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by the Board of Directors. When so authorized, any Officer or Agent
of the Corporation may effect loans and advances at any time for the Corporation
from any bank, trust company, institution, firm, corporation or individual. An
Agent so authorized may make and deliver promissory notes or other evidence of
indebtedness of the Corporation and may mortgage, pledge, hypothecate or
transfer any real or personal property held by the Corporation as security for
the payment of such loans. Such authority, in the Board's discretion, may be
general or confined to specific instances.

<PAGE>

Section 6.3 Checks. Checks, notes, drafts and orders for the payment
of money issued in the name of the Corporation shall be signed by such person or
persons as designated by the Board of Directors and in the manner the Board
prescribes.

Section 6.4 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks or their depositories as the Board of Directors may select.

Section 6.5 Fixing Of Capital and Transfers of Surplus. Except as may
be specifically otherwise provided in the Articles of Incorporation, the Board
of Directors is expressly empowered to exercise all authority conferred upon it
or the Corporation by any law or statute relative to the determination of what
part of the consideration received for shares of the Corporation shall be
capital, increasing capital, transferring surplus to capital, the consideration
to be received by the Corporation for its shares, and all similar or related
matters; provided that any concurrent action or consent by or of the Corporation
and its Shareholders required to be taken or given shall be duly taken or given
in connection therewith.

Section 6.6 Dividends. The Board of Directors may declare dividends
whenever and in such amounts as in the Board's opinion the condition of the
affairs of the Corporation shall render advisable. The Shareholders shall have
no right to dividends, even though the Corporation has funds available to pay
dividends, unless payment therefor has been authorized by the Board of
Directors. When declared by the Board, any dividends payable shall be payable to
Shareholders of record at the close of business on such date before payment
thereof as is fixed by the Board on declaring any such dividend. The rate of a
dividend may be determined for a separate issue of stock by resolution by the
Board at such time as the first shares are issued by the Corporation. The Board
in its discretion may use, retain, and apply any of the surplus or net profits
to meet contingencies or for any other purposes which it may determine to be in
the best interests of the Corporation.

<PAGE>

Section 6.7 Seal. The Board of Directors shall provide a seal for the
Corporation by its resolution.

Section 6.8 Fiscal Year. The Board of Directors, in its sole
discretion, shall fix a fiscal year for the Corporation.

Section 6.9 Amendments To Bylaws. The Board of Directors shall have
the power to alter, amend or repeal these Bylaws or adopt new Bylaws.

Section 6.10 Other Corporate Documents. The Board of Directors is
expressly authorized to enter into such other agreements as it deems necessary
to regulate the Corporation's internal operations. Such agreements may include,
but are not limited to, employment contracts and buy-sell agreements between the
Corporation and its key Shareholders, Officers and Employees.

<PAGE>

CERTIFICATE

I hereby certify that the foregoing Bylaws constitute the Bylaws of
Wulf International, Ltd, adopted and approved by the Board of Directors of the
Corporation on December 13 , 1999.

/s/ Pengiran Hashim Jaya
-------------------------
Pengiran Hashim Jaya
Secretary

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE "ACTS"). NEITHER
THIS WARRANT NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
WITH RESPECT HERETO UNDER ALL OF THE APPLICABLE ACTS OR AN OPINION OF COUNSEL
SATISFACTORY TO WULF INTERNATIONAL, LTD. (THE "COMPANY") TO THE EFFECT THAT SUCH
REGISTRATIONS ARE NOT REQUIRED.

WARRANT

To Purchase _____ Shares of Common Stock
of
Wulf International, Ltd.

THIS IS TO CERTIFY THAT, for value received, _____________ or its
permitted assigns, is entitled, subject to the terms and conditions herein set
forth, to purchase from the Company, at any time prior to the Expiration Date
(as defined below), the number of shares of the Common Stock, $0.01 par value
(the "Common Stock"), of the Company set forth above upon payment therefor of a
purchase price equal to $0.10 per share of Common Stock, subject to adjustment
as set forth below (the "Exercise Price").

Certain terms used in this Warrant are defined in Article I.

ARTICLE I

Terms Defined
-------------

As used in this Warrant, unless the context otherwise requires, the
following terms have the respective meanings set forth below or in the Section
indicated:

Acts -- shall mean the Securities Act of 1933 and any applicable state
securities or blue sky laws, as they may be amended from time to time, and the
rules and regulations thereunder, all as the same shall be in effect at the
time.

Board of Directors -- shall mean the Board of Directors of the Company.

Common Stock -- shall mean the Company's Common Stock, $0.01 par value
per share.

Company -- shall mean Wulf International, Ltd., a Colorado corporation,
and its successors and assigns.

Exercise Price -- shall mean the purchase price per share of Common
Stock payable by the holder hereof upon exercise of this Warrant.

<PAGE>

Expiration Date -- shall mean 5:00 p.m. Dallas, Texas time on
______________, 2000.

Holder - shall mean the initial registered holder of this Warrant or
the permitted assignees of such holder.

Outstanding -- when used with reference to Common Stock at any date,
shall mean all issued shares of Common Stock at such date, except shares then
held in the treasury of the Company.

Person -- shall mean any individual, corporation, partnership, trust,
organization, association or other entity or individual.

Warrant -- shall mean this Warrant and any successor or replacement
Warrant delivered in accordance herewith.

Warrant Office -- shall have the meaning set forth in Section 3.1.

Warrant Shares -- shall mean the shares of Common Stock purchased or
purchasable by the registered holder of this Warrant or the permitted assignees
of such holder upon exercise hereof pursuant to Article II hereof.

ARTICLE II

Exercise of Warrant
-------------------

2.1 Term. This Warrant may be exercised as a whole at any time or in
part from time to time on or before the Expiration Date.

2.2 Method of Exercise. To exercise this Warrant, the Holder shall
deliver to the Company, at the Warrant Office (a) a written notice in the form
of the Subscription Notice attached hereto, stating therein the election of such
Holder to exercise this Warrant in whole or in part in the manner provided in
the Subscription Notice, (b) payment in full of the Exercise Price (in the
manner described below) for the number of Warrant Shares to be purchased
thereunder, and (c) this Warrant. This Warrant shall be deemed to be exercised
to the extent specified in the Subscription Notice on the date of receipt by the
Company of the Subscription Notice, accompanied by payment for the Warrant
Shares subscribed for and surrender of this Warrant, as aforesaid, and such date
is referred to herein as the "Exercise Date". Upon such exercise, the Company
shall issue and deliver to such holder a certificate for the full number of the
Warrant Shares purchased by such Holder hereunder, against the receipt by the
Company of this Warrant and the total Exercise Price payable hereunder for all
such Warrant Shares, in accordance with Section 2.4 below. Upon any partial
exercise of this Warrant, the Company shall forthwith issue and deliver to or
upon the order of the exercising Holder a new Warrant of like tenor, in the name
of the Holder thereof, or as such Holder may otherwise request, calling in the
aggregate on the face or faces thereof for the number of Warrant Shares equal to
the number of such shares called for on the face of the original Warrant minus
the number of such shares designated by the Holder in the Subscription Notice

<PAGE>

(subject to appropriate adjustments under Article IV). The person in whose name
the certificate(s) for Common Stock is to be issued shall be deemed to have
become a holder of record of such Common Stock on the Exercise Date.

2.3 Fractional Shares. No fractional shares of Common Stock are to be
issued upon the exercise of this Warrant, but in lieu of such fractional share,
the Company shall make a cash payment therefor equal to the Exercise Price then
in effect multiplied by such fractional share.

2.4 Payment of Exercise Price. Upon exercise of this Warrant, the
Exercise Price then in effect shall be payable, at the Holder's election, by
delivering to the Company, in accordance with this Article II, a bank check or
wire transfer of good funds in an amount equal to the Exercise Price then in
effect multiplied by the number of Warrant Shares with respect to which this
Warrant is then being exercised.

ARTICLE III

Warrant Office; Transfer
------------------------

3.1 Warrant Office. The Company shall maintain an office for certain
purposes specified herein (the "Warrant Office"), which office shall initially
be the Company's office address set forth in Section 6.6 hereof and may
subsequently be such other office of the Company or of any transfer agent of the
Common Stock in the continental United States as to which written notice has
previously been given to the Holder of this Warrant. The Company shall maintain,
at the Warrant Office, a register for the Warrant, in which the Company shall
record the name and address of the Person in whose name this Warrant has been
issued, as well as the name and address of each permitted assignee of the
initial Holder hereof.

3.2 Ownership of Warrant. The Company may deem and treat the person in
whose name this Warrant is registered as the Holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration of transfer
as provided in this Article III.

3.3 Restrictions on Transfer of Warrants and Warrant Shares. The
Company agrees to maintain at the Warrant Office books for the registration and
transfer of this Warrant. Subject to the restrictions on transfer of Warrants in
this Section 3.3, the Company, from time to time, shall register the transfer of
this Warrant in such books upon surrender of this Warrant at the Warrant Office
properly endorsed or accompanied by appropriate instruments of transfer and
written instructions for transfer satisfactory to the Company. Upon any such
transfer, a new Warrant shall be issued to the transferee and the surrendered
Warrant shall be canceled by the Company. The Company shall pay all expenses,
taxes (other than transfer or income taxes incurred by the Holder) and other
charges payable in connection with the transfer of Warrants pursuant to this
Section 3.3.

(a) Restrictions in General. Neither the Warrant nor the
Warrant Shares shall be transferable except upon the conditions

<PAGE>

specified in this Section 3.3, which conditions are intended, among
other things, to insure compliance with the provisions of the Acts in
respect of the exercise or transfer of this Warrant or transfer of
Warrant Shares. The Holder agrees that it will neither transfer this
Warrant nor transfer Warrant Shares before delivery to the Company of
the opinion of counsel referred to in, and to the effect described in,
Section 3.3(b), or until registration of this Warrant or the Warrant
Shares under the Acts have become effective.

(b) Opinion of Counsel. The Holder, by its acceptance of this
Warrant, agrees that prior to any transfer of this Warrant or any
transfer of the related Warrant Shares, the Holder will deliver to the
Company a statement setting forth either the Holder's intention with
respect to the disposition of any Warrant Shares, or the intention of
the Holder's prospective transferee with respect to its acquisition of
this Warrant or of the Warrant Shares (whichever is involved in such
transfer), in either such case, together with a signed copy of the
opinion of the Holder's counsel, such opinion and counsel to be
reasonably acceptable to the Company, to the effect that registration
under the Acts in connection with such exercise or such transfer is not
required.

(c) Termination of Restrictions. If, in the opinion of counsel
to the Holder, a copy of which shall be furnished, and reasonably
acceptable, to the Company, this Warrant may be freely transferred
pursuant to the provisions of Rule 144(k) promulgated under the
Securities Act of 1933, as amended, or other applicable provisions of
the Acts, the restrictions set forth in this Section 3.3 shall
terminate and, upon written request by the Holder, the Company shall
cause the restrictive legends on the face hereof to be removed.

3.4 Acknowledgment of Rights. The Company will, at the time of any
exercise of this Warrant in accordance with the terms hereof, upon the request
of the Holder, acknowledge in writing its continuing obligation to afford to
such Holder any rights to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant, provided that
if the Holder shall fail to make any such request, such failure shall not affect
the continuing obligation of the Company to afford to such Holder any such
rights.

3.5 Expenses of Delivery of Warrants. The Company shall pay all
expenses, taxes (other than transfer or income taxes incurred by the Holder) and
other charges payable in connection with the preparation, issuance and delivery
of Warrants and related Warrant Shares hereunder.

ARTICLE IV

Anti-Dilution Provisions
------------------------

4.1 Exercise of Warrant. Each Warrant shall be exercisable, at the
option of the Holder, upon payment to the Company in cash of the applicable
Exercise Price, into such number of shares of Common Stock as indicated on the
first page hereof; provided, however, such number of shares of Common Stock
shall be adjusted from time to time as provided by this Article IV. Whenever the

<PAGE>

Warrant Shares shall be adjusted as provided herein, the Company shall forthwith
file at the Warrant Office a statement showing in detail the facts requiring
such adjustment and the new number of shares issuable that shall be in effect
after such adjustment, and the Company shall also cause a copy of such statement
to be given to the Holder. Each such statement shall be signed by an officer of
the Company. Where appropriate, such copy may be given in advance and may be
included as part of a notice required to be mailed under the provisions of
Section 4.2(d).

4.2 Adjustment for Dividends, Reclassification, Etc. The Exercise Price
and the total number of Warrant Shares shall be subject to adjustment from time
to time as follows:

(a) Consolidation, Merger, Sale, Conveyance. If the Company at
any time shall consolidate or merge with, or sell or convey all or
substantially all of its assets to, any other corporation, this Warrant
shall thereafter entitle the Holder to purchase at the Exercise Price
then in effect such number and kind of securities as would have been
issuable or distributable on account of such consolidation, merger,
sale or conveyance upon or with respect to the Warrant Shares
immediately prior to such consolidation, merger, sale or conveyance.
The Company shall take such steps in connection with such
consolidation, merger, sale or conveyance as may be necessary to assure
that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or property thereafter
deliverable upon the exercise of this Warrant. The foregoing provisions
shall similarly apply to successive transactions of a similar nature by
any such successor or purchaser. Without limiting the generality of the
foregoing, the adjustment provisions hereof shall apply to such
securities of such successor or purchaser after any such consolidation,
merger, sale or conveyance.

(b) Stock Dividend, Reclassification, etc. If the Company
shall (i) pay a dividend in or make a distribution of shares of its
capital stock, (ii) subdivide its outstanding shares of Common Stock,
(iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, or (iv) issue any shares of its
capital stock in a reclassification of its Common Stock (including any
such reclassification in connection with a consolidation or merger in
which the Company is the continuing corporation), the number of shares
purchasable upon exercise of this Warrant immediately prior thereto
shall be adjusted so that the Holder of this Warrant shall be entitled
to receive the kind and number of shares or other securities of the
Company which such Holder would have owned or would have been entitled
to receive after the happening of any of the events described above,
had this Warrant been exercised immediately prior to the happening of
such event or any record date with respect thereto. An adjustment made
pursuant to this subparagraph (b) shall become effective immediately
after the effective date of such event retroactive to the record date,
if any, for such event.

(c) Adjustment of Purchase Price. Whenever the number of
Warrant Shares is adjusted as herein provided, the Exercise Price
payable upon exercise of this Warrant shall be adjusted by multiplying
the Exercise Price immediately prior to such adjustment by a fraction,
of which the numerator shall be the number of Warrant Shares subject to
this Warrant immediately prior to such adjustment, and of which the

<PAGE>

denominator shall be the number of Warrant Shares subject to this
Warrant immediately thereafter.

(d) Written Notice. On the occurrence of an event requiring an
adjustment of the Exercise Price or the number of Warrant Shares, the
Company shall forthwith give written notice to the Holder stating the
adjusted Exercise Price and the adjusted number and kind of securities
purchasable hereunder resulting from the event and setting forth the
method of calculation. The Board of Directors of the Company, acting in
good faith, shall determine the calculation.

4.3. Costs. The Company shall pay all documentary, stamp, transfer or
other transactional taxes attributable to the issuance or delivery of shares of
Common Stock upon exercise of this Warrant; provided, however, that the Company
shall not be required to pay any taxes which may be payable in respect of any
transfer involved in the issuance or delivery of any certificate for such shares
in a name other than that of the registered Holder in respect of which such
shares are being issued.

ARTICLE V

Covenants of the Company
------------------------

The Company will not, by amendment of its Certificate of Incorporation
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such
terms. Without limiting the generality of the foregoing, the Company:

(a) shall at all times reserve and keep available, so long as
this Warrant remains outstanding, free from preemptive rights, the
number of shares of Common Stock equal to the number of shares of
Common Stock to be issued upon the exercise of all of the Warrants
issued and outstanding; and

(b) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of such shares of Common Stock upon
the exercise of this Warrant.

ARTICLE VI

Miscellaneous
-------------

6.1 Entire Agreement. This Warrant contains the entire agreement
between the Holder and the Company with respect to the Warrant Shares
purchasable upon exercise hereof and the related transactions and supersedes all
prior arrangements or understanding with respect thereto.

<PAGE>

6.2 Governing Law. This Warrant shall be interpreted, construed and
governed by the laws of the State of Texas.

6.3 Waiver and Amendment. Any term or provision of this Warrant may be
waived at any time by the party which is entitled to the benefits thereof, and
any term or provision of this Warrant may be amended or supplemented at any time
by agreement of a majority of the holders of Warrants and the Company, except
that any waiver of any term or condition, or any amendment or supplementation,
of this Warrant must be in writing. No course of dealing between the Holder and
any other party hereto or any failure or delay on the part of the Holder in
exercising any rights or remedies hereunder shall operate as a waiver of any
rights or remedies of the Holder under this or any other applicable instrument.
No single or partial exercise of any rights or remedies hereunder shall operate
as a waiver or preclude the exercise of any other rights or remedies hereunder,
and a waiver of any breach or failure to enforce any of the terms or conditions
of this Warrant shall not in any way affect, limit or waive a party's rights
hereunder at any time to enforce strict compliance thereafter with every term or
condition of this Warrant.

6.4 Severability. Any provision contained in this Warrant which is
prohibited or unenforceable by law shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
contained in this Warrant.

6.5 Copy of Warrant. A copy of this Warrant shall be filed among the
records of the Company.

6.6 Notices. Any notices or communications under this Agreement shall
be given by any of the following means: (i) registered, certified or first class
mail; (ii) hand delivery; or (iii) telex, telecopy or telegram. Such notice or
communication shall be sent to the respective parties at the address listed
below. Except as expressly provided herein, notice shall be deemed to have been
given when sent to or refused by the party to whom notice is being given. Notice
given by first class mail shall be deemed received on the third business day
following the date on which it is mailed. Communication by telex, telecopy or
telegram shall be confirmed by posting a copy of the same by registered,
certified or first class mail in an envelope properly addressed to the
respective parties at the address listed below:

If to the Company: Wulf International, Ltd.
5200 Keller Springs Road
Suite 1131
Dallas, Texas 75248
Telecopy No. (972) 233-0967
Attn: Chief Executive Officer

If to the holder hereof:
___________________________
___________________________
___________________________
___________________________

<PAGE>

Any party may, by written notice to the others, change the representative or the
address to which such notices and communications are to be sent.

6.7 Limitation of Liability; Not Shareholders. No provision of this
Warrant shall be construed as conferring upon the Holder the right to vote,
consent, receive dividends or receive notices other than as herein expressly
provided in respect of meetings of shareholders for the election of directors of
the Company or any other matter whatsoever as a shareholder of the Company. No
provision hereof, in the absence of affirmative action by the Holder to purchase
shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of such Holder for
the purchase price of any shares of Common Stock or as a shareholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

6.8 Exchange of Warrants. Subject to the terms hereof, upon surrender
for exchange of this Warrant to the Company, the Company at its expense will
promptly issue and deliver to or upon the order of the Holder a new Warrant of
like tenor, in the name of such Holder or as such Holder may direct, calling in
the aggregate for the purchase of the number of shares of the Common Stock to be
issued upon the exercise of this Warrant so surrendered. The Company shall pay
all taxes (other than securities transfer taxes) and all other expenses and
charges payable in connection with the preparation, execution and delivery of
Warrants pursuant to this Section 6.8.

6.9 Replacement of Warrant. Upon receipt of evidence satisfactory to
the Company of the loss, theft, mutilation or destruction of this Warrant, and
in the case of any such loss, theft or destruction upon delivery of an agreement
of indemnity in such form and amount as shall be reasonably satisfactory to the
Company, or in the event of such mutilation upon surrender and cancellation of
this Warrant, the Company will make and deliver a new Warrant of like tenor, in
the name of the Holder, in lieu of such lost, stolen, destroyed or mutilated
Warrant. This Warrant shall be promptly canceled by the Company upon the
surrender hereof in connection with any exchange or replacement. The Company
shall pay all taxes (other than securities transfer taxes) and all other
expenses and charges payable in connection with the preparation, execution and
delivery of Warrants pursuant to this Section 6.9.

6.10 Headings. The Article and Section and other headings herein are
for convenience only and are not a part of this Warrant and shall not affect the
interpretation thereof.

<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
as of the _____ day of ____________, 199______.

WULF INTERNATIONA, LTD.

By: _______________________
George Wulf
Chief Executive Officer

<PAGE>

SUBSCRIPTION NOTICE
-------------------

The undersigned, the holder of the foregoing Warrant, hereby elects to
exercise purchase rights represented by said Warrant for, and to purchase
thereunder, ______________ shares of the Common Stock covered by said Warrant
and herewith makes payment in full thereof, and requests (a) that certificates
for such shares (and any securities or other property issuable upon such
exercise) be issued in the name of, and delivered to, , and (b) if such shares
shall not include all of the shares issuable as provided in said Warrant, that a
new Warrant of like tenor and date, in the name of the undersigned, for the
balance of the shares issuable thereunder be delivered to the undersigned.

Dated: , 19_____

<PAGE>

ASSIGNMENT

For value received,__________________________________________________,
hereby sells, assigns and transfers unto the within Warrant, together with all
right, title and interest therein and does hereby irrevocably constitute and
appoint attorney, to transfer said Warrant on the books of the Company, with
full power of substitution.

Dated: , 19_____

INTERNATIONAL ARCHITECTS-ENGINEERS-PROJECT MANAGERS, INC.
509 Emily Drive
Fort Worth, Texas 76108
(817) 238-8287
- --------------------------------------------------------------------------------

December 8, 1997

The purpose of this document is to record the agreement between the undersigned
parties. It concerns program/construction management services to be rendered by
International Architects-Engineers-Project Managers, Inc. (AEPM) to and on
behalf of Wulf International Ltd. (WULF), and any other company or corporation
related to WULF on a subsidiary or contractual basis.

SCOPE: AEPM exclusively will provide professional program/construction
management services for all construction activities of WULF in the Republic of
the Philippines.

TERMS: The initial term of this agreement is five (5) years, commencing on the
date shown above. This agreement will be extended automatically for an
additional term of five (5) years unless notice to terminate is provided by
either party to the other at least ninety (90) calendar days prior to the end of
the initial term.

COMPENSATION FOR SERVICES: WULF shall pay AEPM in current funds for all services
rendered as follows:

1. For Development, Pre-Design and Additional Administrative Support
Services Not Rendered for Specific Projects--The monthly billing
shall be calculated by multiplying three (3.0) by AEPM's total
direct labor hours worked and then by AEPM "s standard hourly
rates, and then adding that product to the actual cost of all
other expenses incurred in the execution of the work of this
agreement. An initial payment of ninety-five thousand dollars
($95,000) for program mobilization and related expenses shall be
made to AEPM upon the opening of WULF's office in the Republic of
the Philippines, and credited to WULF's account against the final
monthly billing due on the program.

2. For All Services Rendered for Specific Projects--WULF and AEPM
shall execute a separate agreement for each specific project. The
monthly billing shall be calculated by adding all direct project
costs incurred by AEPM during the month of the billing to a fee
of four percent (4%) of the total of the invoices approved by
AEPM for payment by WULF for construction work on the specific
project during the month covered by that billing. An initial
payment for project mobilization and related expenses shall be
made to AEPM upon execution of the separate, project-specific
agreement, and credited to WULF's account against the final
monthly billing due on the project.

PAYMENT: AEPM shall submit each monthly billing to WULF on or about the fifth
(5th) day of the month following the month for which the billing is rendered.
WULF shall pay AEPM at AEPM's United States office in United States dollars
(US$) the amount of each monthly billing or initial payment invoice within
fifteen (15) calendar days after its submission to WULF by AEPM.

<PAGE>

Although WULF and AEPM intend to execute standard industry forms of agreement
concerning the above program/construction management and project services, such
additional agreements will in no way supersede this agreement, which will
continue in full force and effect throughout the above term.

William L. Franklin George Wulf
President Chairman & CEO
AEPM WULF

Dated : December 1, 1998

Parties: WULF INTERNATIONAL LTD. and AEPM Inc.

Amendment to Agreement between the parties dated December 8, 1997
re: Philippines National Shelter Program.

Agreement is changed to provide for payment as follows: All billings for
costs and expenses incurred prior to fulll funding of this project are due
and payable within 10 days of receipt of bond funding by the SPDA/Warisan JV
or Wulf. All other terms and conditions remain the same.

Wulf International LTD

/s/ George Wulf
- -----------------------------
George Wulf, Chairman and CEO

AEPM Inc.

/s/ William L Franklin
- ------------------------------
William L. Franklin, President

December 8,1997

Re. A/E Fees
Philippine National Shelter Program

Mr. George Wulf, Chairman
WuIf International, Ltd.
P.O. Box 695759
Dallas, Texas 75379

Dear Mr. Wulf,

The purpose of this letter is to cover the early design and programming work on
the development of the houses and infrastructures for the Philippine National
Shelter Program, and other programs that may raise, that will be provided by
FSB/Parker-Croston. Until the total program is more clearly defined and a master
Architect/Engineer/Owner Agreement is drafted, it is recognized that the fairest
approach to fees and assignments by FSB/Parker-Croston for WuIf International,
Ltd. would be to charge and pay by hourly rate and expenses incurred.

Our early work will be the gathering of information, the writing of programming
information, the investigation of materials and methods that may be used and the
start of prototypical housing designs possibly for all types of construction
methods that deem reasonable and economical to use.

o Personnel rates: Hourly rate x hours worked x 3
o Principal's rate: $125/hour. Principals are Merve Croston and Dwayne Loftice.
o Example: Joe Self's rate is $78 per hour worked.

Reimbursable expenses are passed through with no markup. Typical reimbursables
are travel, lodging, meals, long distance phone and fax, mailing, reproduction
of presentation materials and prints.

Billing will be made approximately the first of each month. Payments due within
15 days of receipt.

When the funds are available for the program and the first project is defined, a
master Architect/Engineer/Owner Agreement will be drafted that will address not
only hourly rates but also a fee in addition to the hourly rates. This rate will
be established through discussions with you. There will be different incentives
for the type of project, such as houses, hospitals or hotels, etc.

The master agreement will establish the basic agreement articles. For each
stand-alone project, a Letter of Agreement will be attached to the master
agreement that addresses the specific project and its parameters in scope and
fee.

<PAGE>

If you are in agreement with this letter, please sign both copies, returning one
to FSB/Parker-Croston for our files, retaining one for your records.

Sincerely,

FSB/Parker-Croston

/s/ Merwyn E. Croston, Jr. AIA
------------------------------
Merwyn E. Croston, Jr., AlA
Chief Executive Officer

This Agreement Accepted By
Wulf International, Ltd.

/s/ George Wulf, Chairman
- -------------------------
George Wulf, Chairman

December 8, 1997
- ----------------
Date

<PAGE>

Dated: December 1, 1998

Parties: WULF INTERNATIONAL LTD. and F+S+B Parker Croston, Inc.

Amendment to Agreement between the parties dated December 8, 1997
re: A/E Fees, Philippines National Shelter Program.

Agreement is changed to provide for payment as follows: Professional fees and
expenses incurred prior to full funding of this project are due and payable
within 10 day of receipt of bond funding by the SPDA/Warison JV or Wulf. All
other terms and conditions remain the same.

Wulf International LTD

/s/ George Wulf
- -----------------------------
George Wulf, Chairman and CEO

F+S+B Parker Croston

By: /s/ Parker - Croston
--------------------

/s/ President
-------------
8/10/99
-------

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."

/s/ RA RA /s/ GW GW Pg. 1 of 7
------ ------ - -

<PAGE>

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.

/s/ RA RA /s/ GW GW Page 2 of 7
------ ------ - -

<PAGE>

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.

/s/ RA RA /s/ GW GW Page 3 of 7
------- ------ - -

<PAGE>

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.

/s/ RA RA /s/ GW GW Page 4 of 7
- ------- ------ - -

<PAGE>

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.

/s/ RA RA /s/ GW GW Page 5 of 7
- ------- ------ - -

<PAGE>

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.

/s/ RA RA /s/ GW GW Page 6 of 7
------ ------ - -

<PAGE>

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

/s/ RA RA /s/ GW GW Page 7 of 7
------ ------ - -

JOINT VENTURE AGREEMENT

THIS AGREEMENT MADE AS OF THE 24TH DAY OF JUNE 1998

BY AND BETWEEN

SOUTHERN PHILIPPINES DEVELOPMENT AUTHORITY, a
government-owned and controlled corporation, organized
and existing under P.D. 690, as amended, by P.D. 1703
with its principal office at Km 12 Catalunan Pequeno,
Davao City, Philippines represented by its Administrator,
ATTY. BLO UMPAR ADIONG, Al Haj hereinafter referred to as
SPDA.

AND

WARISAN GROUP JOINT VENTURE, a company, registered and
organized under the existing laws of the Republic of the
Philippines, with its principal office address at Unit
21, Chason Townhouse, C. Raymundo Ave., Maybunga, Pasig
City, Philippines represented by its JV Partners GUEMAR
M. AMIN, President and Director (Amin and Sons
Corporation) and PG. HASHIM PSR PG HJ JAYA, Executive
Vice-President and Director, (WULF International
Limited), hereinafter referred to as WARISAN GROUP JOINT
VENTURE.

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 Low-Cost Housing Project for
the Southern 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.

<PAGE>

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

1. COMPLIANCE OF HEADS OF AGREEMENT (MOU)

1.1 This Agreement is in compliance with the Memo of
Understanding entered into between SPDA and
WARISAN GROUP JOINT VENTURE signed in Manila
last May 22, 1998.

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 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 "SPDA-WARISAN
JOINT VENTURE."

2.3 The objective of the Joint Venture is to build
1.0 million socialized low cost housing and
related livelihood projects in accordance with
the Applicable laws of the Philippines and
pursuant to SPDA Mandate herein referred to as
the "Project."

3. OBLIGATIONS AND RIGHTS OF JOINT VENTURERS

3.1 SPDA 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
SPDA-WARISAN JV.

3.2 WARISAN GROUP shall arrange for the underwriting
and issue of 10-year corporate bond in the
principal amount of $250 M and provide the net
proceeds of this bond issue to the JV for the
purposes describe in para 2.3.

3.3 Upon completion of the funding 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 any 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.

<PAGE>

4. ACCEPTANCE OF PRIOR CONTRACTS

4.1 The parties to this Agreement recognize that
WARJSAN GROUP has entered into agreements for
Project management services and Project
architectural engineering services. WARISAN
GROUP hereby assigns all of its interest in and
to these agreements to the SPDA-WARISAN JV, and
the Joint Venture shall assume all rights and
obligations of these agreements.

4.2 The parties also agreed to abide of the duties
and responsibilities, terms and conditions as
stated in the attached MOU.

5. TERM OF JOINT VENTURE

5.1 The term of the Joint Venture shall commence on
15 July 1998.

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

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 full 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 shall establish and maintain
field offices and facilities in different
locations in Mindanao as the Executive Committee
may approved.

<PAGE>

7. INTEREST OF PARTIES

7.1 WARISAN GROUP JOINT VENTURE: Seventy Percent
(70%)

7.2 SOUTHERN PHILIPPINES DEVELOPMENT AUTHORITY;
Thirty Percent (30%) in the form of land owned
by SPDA

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
aragraphs 7.1 and 7.2, and as maybe determined
by the Executive Committee.

8. BANK ACCOUNTS

8.1.1 All funds received by the Joint
Venture from its funding source(s)
shall be deposited in an account to be
opened and maintained in the name of
the SPDA-WARISAN JV at an
international bank agreeable to the
funding 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" banks account
shall be opened and maintained in a
bank located in Manila and Davao City,
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 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.

<PAGE>

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, three (3) from WARISAN
GROUP and Two (2) From SPDA to be nominated by
and designated in writing by each party hereto
represent respectively, SPDA shall be the
Chairman and WARISAN GROUP shall be the
President. 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 Each member of the Executive Committee shall
have full 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.

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.
Majority of the five members of 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 may
be held by conference telephone followed by
distribution in writing to all members of
actions to be taken.

<PAGE>

9.4 Each party shall designate its representatives
on the Executive Committee by notice in writing
to the other Party. 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 The Executive Committee shall designate the "key
management personnel" of the Joint Venture
including PROGRAM MANAGER who shall be
responsible for the day to day management of the
Joint Venture.

10. PROGRAM MANAGER

10.l The Program Manager shall be designated by the
Joint Venture to be nominated by WARISAN GROUP.

10.2 The program Manager shall have the authority to
conduct the day to day business and affairs of
the SPDA-WARISAN, 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, subject to
confirmation by the Executive Committee.

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

10.3.3 obligate the Joint Venture to any
third party 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.

<PAGE>

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 Deputy 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.

11. JOINT VENTURE ORGANIZATION AND OPERATIONS

11.1 The Joint Venture shall be fully 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
Executive Committee.

12. DISTRIBUTION OF PROFITS

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.

<PAGE>

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,
(I) 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 Program Manager and submitted to the
Executive Committee for approval. The
Budget shall include annual costestimates
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 each
year, however, a revision or addition to
the approved Management Program and
Budget maybe made at any time throughout
the operating year by unanimous consent
of the Executive Committee.

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 by the
Executive Committee and submitted to each Party.

<PAGE>

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 Philippine 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.

15.6 The parties may be represented or assisted by a
person of their choice in the arbitral proceedings.
The names and addresses of such persons must
specify whether the appointment is being made for
purposes of representation or assistance.

16. NOTICES AND CORRESPONDENCE

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

<PAGE>

MEMORANDUM OF UNDERSTANDING
---------------------------

This Memorandum of Understanding is made and entered into on this 22nd of May
1998, at Manila, Philippines

BY AND BETWEEN

SOUTHERN PHILIPPINES DEVELOPMENT AUTHORITY,
a government-owned and controlled corporation, organized and existing under P.D.
690, as amended, by P.D. 1703 with its phncipal office at Km 12. Catalunan
Pequeno, Davao City, Philippines represented by its Administrator, ATTY. BLO
UMPAR ADIONG, Al Haj hereinafter referred to as SPDA.

AND

WARISAN GROUP JOINT VENTURE, a company, registered and
organized under the existing laws of the Republic of the Philippines, with its
principal office address at Unit 21, Chason Townhouse, C. Raymundo Ave.
Maybunga, Pasig City, Philippines represented by its JV Partners GUEMAR M. AMIN
President and Director (Amin and Sons Corporation) and PG. HASHIM PSR PG HJ
JAYA, Executive Vice President and Director, (WULF International Limited),
hereinafter referred to as WARISAN GROUP JOINT VENTURE.

WITNESSETH

WHEREAS, there is an estimated shortage of at least one
million housing units in the region administered by the Southern Philippines
Development Authority (SPDA);

WHEREAS, the Special Zone of Peace and Development (SZOPAD)
in the Southern Philippines was created in 1996 by Executive Order No. 371,
which in Section 3 provides that the SPDA shall be one of the institutional
mechanisms for carrying out development efforts in the Southern Philippines;

WHEREAS, the Housing and Urban Development Coordinating
Council (HUDCC) was created in 1996 by Executive Order No. 90, and further
strengthened in 1989 by Executive Order No.357;

WHEREAS, the National Shelter Program (NSP) was created by
the Development and Housing Act of 1992;

WHEREAS, the HUDCC acts as the highest policy making body on
shelter and provides overall direction in the implementation of the NSP;

WHEREAS, the SPDA and HUDCC Special Mindanao ZOPAD Housing
Task Force entered into a Memorandum of Agreement of joint cooperation on
October 22, 1997;

<PAGE>

WHEREAS the Warisan Group Joint Venture has agreed to bring
private sector business to Muslim Mindanao to develop and construct socialized
low-cast housing for beneficiaries who are members of the GSIS, SSS and PAG-lBIG
fund and other beneficiaries who are members of the cooperatives;

WHEREAS, SPDA manifests its interests in the Mass Housing
project in Mindanao in accordance with its mandate and pursuant to its role as
corporateimplementing arm of the Southern Philippines Council for Peace and
Development (SPCPD) with priority to the Special Zone of Peace and Development
(SZOPAD) areas.

Therefore and in consideration of the above, the parties
hereby mutually agree as follows:

1. CREATION OF JOINT VENTURE

1.1 The Parties agree to form a Joint Venture to be known
as SPDAWARISAN GROUP JOINT VENTURE.

1.2 The equity structure of the Joint Venture shall be
Warisan Group as majority and SPDA as minority
shareholders.

1.3 During the process of organization an Executive
Committee shall be created to be composed of experts
from SPDA and WARISAN Group Joint Venture to formulate
immediately the joint venture set-up the determination
of projects, the financial requirements and other
details subject to confirmation by both parties.

2. DUTIES AND RESPONSIBILITIES

2.1 SPDA

2.1.1 Provide administrative services for the projects and
ensure Government approval for the establishment of
the joint venture.

2.1.2 Identify and contribute land and contact other private
land owners that will be developed as project site.

2.1.3 Assist in the procurements of additional land areas
for the project.

2.1.4 Assist in the selection of highly qualified and
skilled manpower.

2.1.5 Co-manage the low cost housing projects, includin
marketing.

2.1.6 Assist in the organization of various cooperatives fo
its Member beneficiaries for low cost housing.

<PAGE>

2.1.7 Create linkage with LGU, other government agencies and
private sector, housing and subdivision developers, as
may be required.

2.2 WARISAN GROUP

2.2.1 Prepare and finance feasibility studies, subdivision
development schemes and detailed architectural and
engineering plans;

2.2.2 Provide development funds for land development and
housing construction;

2.2.3 Undertake land development and/or housing development;

2.2.4 Ensure installation of basic utilities and services
per existing housing rules and regulations;

2.2.5 Assist in marketing of developed lots and/or completed
housing units;

2.2.6 Maintain projects until turnover to the homeowners'
associations as required by law;

2.2.7 Participate in previously approved projects with
third-party developers who are required to provide low
income housing units.

<PAGE>

NOW, THEREFORE, the SPDA and the WARISAN JV agree to the following:

o To enter into a joint venture relationship for the purpose of accomplishing
the housing goals of the SPDA at an ultimate annual production rate of as
many as one hundred thousand (100,000) low-income housing units;

o To complete the definitive joint venture housing development agreement
within thirty (30) calendar days after the date of execution of this
Memorandum of Understanding (MOU), but not later than June 30,1998;

o To organize the Executive Committee for the documentation of the Joint
Venture, formulate the organization, preparation of the master development
plan and feasibility studies, and licenses, application permits and
financing packages;

o To facilitate the application for housing accreditation with government and
housing agencies, including the application for commitment line from the
housing financial institutions;

o To treat as confidential and proprietary all documents and supporting
information developed pursuant to this MOU.

AGREED TO AND ACCEPTED:

/s/ Blo Umparadiong, Al Haj Illegible Signature
-------------------------------- ----------------------------
BLO UMPAR ADIONG, Al Haj Witness
Administrator
SOUTHERN PHILIPPINES DEVELOPMENT AUTHORITY

/s/ Guemar M. Amin Illegible Signature
-------------------------------- ----------------------------
GUEMAR M. AMIN Witness
President and Director
AMIN AND SONS CORPORATION
WAROSPM JV PARTNER

/s/ Pg. Hashim Psr Pg H. J. Jaya Illegible Signature
-------------------------------- ----------------------------
PG. HASHIM PSR PG H. J. JAYA Witness
Executive Vice President and Director
WULF INTERNATION LTD.
WARISON JV PARTNER

<PAGE>

SOUTHERN PHILIPPINES DEVELOPMENT AUTHORITY
3/F Basic Petroleum Bldg. 104 C. Palanca Street
Legaspi Village, Makati City
Tel. #818-3893 Fax #818-3907

WARISAN GROUP JOINT VENTURE
Unit 21, Chason Townhouse, C. Raymundo Ave. Maybunga,
Pasig City

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
effective as of this 24th day of June 1998.

SOUTHERN PHILIPPINES DEVELOPMENT AUTHORITY

BY: /s/ Atty. Blo Umpar Adiong, Al Haj
--------------------------------------
ATTY BLO UMPAR ADIONG, Al Haj
Administrator

WARISON GROUP JOINT VENTURE

BY: /s/ Guemar M. Amin /s/ Pg. Hashim PSR Pg HJ Jaya
-----------------------------------------------------
GUEMAR M. AMIN & PG. HASHIM PSR PG HJ JAYA
President & Director Executive Vice-President & Director

AGREEMENT

This Agreement, dated January 1, 1994, is by and between WULF INTERNATIONAL LTD.
("WULF"), P. O. Box 795759, Dallas, Texas 75379 and WOC STOCK TRANSFER COMPANY
("WOC"), 1507 N. Ginger Drive, Carrollton, Texas 75007.

WOC is duly certified by the U.S. Securities and Exchange Commission to transfer
stock for and on behalf of publicly held United States companies. WOC hereby
offers this service to WULF and agrees to keep complete, accurate, and certified
records of all WULF shareholders and to effect all legally acceptable transfers
of WULF stock as requested by shareholders of record and to issue WULF stock
certificates ad directed by WULF. Also WOC offers to prepare and disseminate to
all shareholders of record, WULF annual reports, notices of annual and special
meetings, proxy statements, share holder letters, dividends, and other materials
and press releases authorized bu WULF. WOC shall provide other special services
to WULF from time to time as requested and directed.

WULF hereby agrees to engage WOC for the aforementioned services and agrees to
pay WOC a monthly retainer fees of One Thousand Dollars ($1000) and to reimburse
WOC for all expenses related to the dissemination of information to shareholders
of record and press releases duly authorized by WULF. Further, WULF may from
time to time request that WOC reply to shareholder requests for information on
WULF's activities.

The Parties hereto agree that this Agreement shall be for a period of Ten (10)
Years beginning on January 1, 1994, and shall be extended for additional periods
of ten years. From time to time the Parties hereto may amend this agreement
regarding fees payable and the service provided by WOC for and on behalf of
WULF.

This Agreement contains the entire understanding between the parties hereto and
shall be binding upon any successors to the Parties hereto.

Executed this 1st day of January, 1994,

WULF INTERNATIONAL LTD. WOC STOCK TRANSFER CO.

/s/ George Wulf /s/ Jennifer Beal
- -------------------------- ------------------------
By: George Wulf, President Jennifer Beal, President

EXHIBIT 10.6

STOCK AGREEMENT

Wulf International Ltd. hereby agrees to issue to George Wulf ("Recipient"),
Five Hundred Thousand (500,000) shares of Wulf authorized unissued Preferred
stock in payment for services rendered and to be rendered to Wulf International
during the period January 1, 1997 through December 31, 1998. Said stock shall
bear a restricted legend and shall be subject to S.E.C. Rule 144 of the Federal
Securities laws and to the following forfeiture terms and conditions: Recipient
must continue to be available to render services on a substantially full time
basis to Wulf International Ltd. for a period of three years from the date of
issuance of said stock, or, except in the event of death or disaibility of
Recipient, all right and title to said stock shall be forfeited. This risk of
forfeiture shall attach to and become part of any transfer of said stock by
Recipient to a third party during the aforementioned three-year term.

Agreed to this 15th day of February 1998
-------- --------

WULF INTERNATIONAL LTD.

By: /s/ George Wulf
---------------------------
George Wulf, Chairman & CEO

By: /s/ George Wulf
---------------------------
George Wulf, Recipient

EXHIBIT 10.6

STOCK AGREEMENT

Wulf International Ltd. agrees to issue to George Wulf ("Recipient"), Five
Million (5,000,000) shares of Wulf authorized unissued Common stock in payment
for services rendered to be rendered to Wulf International during the period
January 1, 1997 through December 31, 1998. Said stock shall bear a restricted
legend and shall be subject to S.E.C. Rule 144 of the Federal Securities laws
and to the following forfeiture terms and conditions: Recipient must continue to
be available to render services on substantially full time basis to WULF
INTERNATIONAL Ltd. for a period of three years from the date of issuance of said
stock, or except in the event of death or disability of Recipient, all right and
title to said stock shall be forfeited. This risk of forfeiture shall attach to
and become part of any transfer of said stock by Recipient to a third party
during the aforementioned three-years terms.

Agreed to this 10th day of February 1998
-------- --------

WULF INTERNATIONAL LTD.

By: /s/ George Wulf
---------------------------
George Wulf, Chairman & CEO

By: /s/ George Wulf
---------------------------
George Wulf, Recipient

WULF INTERNATIONAL LTD

UNITED STATES OFFICE BRUNEI OFFICE
5200 Keller Springs Road, Suite 1131 #1 Taman Salmah
Dallas, Texas, 75248 USA Simpang #25, Mata Mata, Gadong
Tel 1-972-233-0966 Bandar Seri Begawan 3280, Brunei
Fax 1-972-233-0967 Tel 673-8-739647, Fax 673-2-453938

-------------------------------------------------------------------

July 1, 1998

Joseph A. Denahan
5507 Bent Trail
Dallas, TX 75248

Dear Mr. Denahan:

Wulf International Ltd wishes to avail itself of your services as a financial
consultant for the period July 1, 1998 to March 31, 1999, in connection with its
Project in the Philippines National Shelter Program.

As remuneration for your services, Wulf agrees to pay you Six Hundred Dollars
($600) per day or equivalent equity plus applicable expenses incurred by you for
each day your services are rendered. Remuneration will be paid when Wulf
receives interim and/or full funding for this Project. At the time of funding
Wulf will consider additional cash and/or equity compensation that in its sole
discretion represents reasonable additional compensation for services provided.

Wulf expects that it will continue to need your services after the funding of
the Project and will at that time in its sole discretion consider offering to
you a financial executive position with appropriate remuneration.

If you find this proposal acceptable, please sign one copy of this letter and
return it to me.

Thank you.

/s/ George Wulf
- ---------------------------
George Wulf, Chairman & CEO

GW/jm

Agreed to this 1st day of July, 1998

/s/ Joseph A. Denahan
- ---------------------------
Joseph A. Denahan

<PAGE>

Dated: April 1, 1999

Amendment to consulting agreement dated July 1, 1998 between Wulf International
LTD and Joseph A. Denahan.

Agreement is amended as follows:

Term: Extended until Sept. 30, 1999

Payment: To be made in cash when Wulf International LTD and/or project funding
since July 1, 1998 exceeds $750,000.

If Wulf International LTD resumes SEC full reporting status then Joseph A.
Denahan to be appointed chief financial officer and receive an additional
100,000 shares of preferred stock.

All other terms remain unchanged.

Agreed to this date April 1, 1999:

Wulf International LTD

/s/ George Wulf
- -----------------------------
George Wulf, Chairman and CEO

/s/ Joseph A. Denahan
- -----------------------------
Joseph A. Denahan

<PAGE>

Dated: October 1, 1999

Amendment #2 to consulting agreement dated July 1, 1998 between Wulf
International LTD and Joseph A. Denahan (amendment #1 dated April 1, 1999)

Agreement is further amended as follows:

Term: Extended until February 1, 2000

All shares previously granted and to be granted are to be restricted stock until
Jan. 1, 2000.

Additional common shares to be granted at the rate of 150,000 common shares per
month, or a total of 600,000 common shares over the life of the amendment.

All other terms remain unchanged.

Agreed to this date of October 1, 1999:

Wulf International LTD

/s/ George Wulf
- -----------------------------
George Wulf, Chairman and CEO

/s/ Joseph A. Denahan
- -----------------------------
Joseph A. Denahan

<PAGE>

Stock Agreement

Wulf International Ltd. hereby agrees to issue to Joseph Denahan 100,000 shares
of common stock and 100,000 shares of preferred stock for services rendered and
for continuing to be available as described below to render services to Wulf.
These shares and any other shares issued to Mr. Denahan will be subject to
forfeiture is he is not available substantially full time to provide financial
consulting services to the company until March 31, 2000 or when Wulf becomes
fully reporting for SEC purposes and normal trading in Wulf stock is
established, whichever is earlier. This risk of forfeiture shall attach to and
become part of any transfer of said stock by Mr. Denahan to a third party during
the previously mentioned term.

Agreed to the 1 day of November 1998
--- ----------

Wulf International LTD

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

By: /s/ Joseph A. Denahan
-----------------------------
Joseph A. Denahan, recipient

ALVIN L. DAHL
& ASSOCIATES, PC
Certified Public Accountants

A Professional Corporation

December 13, 1999

To the Board of Directors of
WULF INTERNATIONAL, LTD.

We hereby agree to the inclusion in the Form 10-KSB of Wulf International, LTD.
of our report dated October 12, 1999, relating to our audit of the financial
statements of Wulf International, LTD. for the years ended December 31, 1998 and
1997.

Sincerely,

/s/ Alvin L. Dahl
- ------------------------------
Alvin L. Dahl, CPA
For the firm
Alvin L. Dahl & Associates, PC

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<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
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