CHEUNG LABORATORIES, INC.
                              ARTICLES OF AMENDMENT

         CHEUNG LABORATORIES, INC., a Maryland corporation, having its principal
office at 10220 Old Columbia Road, Suite I, Columbia, MD 21046-1705 (hereinafter
referred to as the  "Corporation"),  hereby certifies to the State Department of
Assessments and Taxation of Maryland that:

     FIRST:  The  Charter of the  Corporation  is hereby  amended by striking in
their entirety  Articles  THIRD,  FOURTH and FIFTH,  and by substituting in lieu
thereof the following:

                  THIRD: The current post office address of the principal office
         of the  Corporation in this State is 10220 Old Columbia Road,  Suite I,
         Columbia,  MD 21046-1705.  The name and address of the current resident
         agent of the Corporation is Charles C. Shelton,  210 West  Pennsylvania
         Avenue, Suite 520, Baltimore,  Maryland 21204-5325.  Said resident is a
         citizen of the State of Maryland and actually resides therein.

                  FOURTH:  The total  number  of shares of stock of all  classes
         which the  Corporation  has authority to issue is 51,000,000  shares of
         common  stock,  with a par value of $.01 per  share,  amounting  in the
         aggregate to $510,000.

                  FIFTH:  The number of  directors of the  Corporation  shall be
         eight (8),  which number may be increased or decreased  pursuant to the
         ByLaws of the Corporation,  but shall never be less than three (3). The
         names of the current  directors,  who shall act until their  successors
         are duly chosen and qualified are:

                                    Augustine Y. Cheung, Chairman
                                    Robert F. Schiffmann
                                    John J. Kohlman
                                    William O. Cave, Sr.
                                    Dennis Smith
                                    John Mon
                                    Charles C. Shelton, Esquire
                                    Shiu Ming (Tom) Hong


320459.001(B&F)                      1                              12/10/96





     SECOND:  The Articles of Incorporation are hereby amended by adding thereto
the following new Article TENTH:

     TENTH:  The Directors and Officers of the  Corporation  shall not be liable
for any money  damages  whatsoever,  except to the extent  provided  by Md. Code
Ann., Corps. & Assn's.  ss.2-405.2 and Md. Code Ann., Cts. & Jud. Pro. ss.5-349,
or any successor or later-adopted provisions of law with similar import.

         Any amendment, modification, or repeal of the foregoing sentence by the
         Board  of  Directors  or  stockholders  of  the  Corporation  shall  be
         prospective  in  operation  and effect  only,  and shall not  adversely
         affect  any  right  or  protection  of a  Director  or  Officer  of the
         Corporation  in respect of any act or omission  occurring  prior to the
         time of such amendment, modification, or repeal.

         THIRD:  By written  informal action  unanimously  taken by the Board of
Directors  of  the  corporation,  pursuant  to and in  accordance  with  Section
2-408(c) of the Corporations  and Associations  Article of the Annotated Code of
Maryland,  the Board of Directors of the Corporation  duly advised the foregoing
Articles  of  Amendment  and,  by  action  taken  by  the  stockholders  of  the
Corporation  pursuant to a  stockholders  meeting held April 15, 1994, and proxy
statement dated March 25, 1994, the stockholder of the Corporation duly approved
said Articles of Amendment.

         IN WITNESS WHEREOF, CHEUNG LABORATORIES, INC. has caused these presents
to be signed in its name and on behalf by its President  and its corporate  seal
to be  hereunder  affixed and  attested to by its  Secretary on this ____ day of
December,  1994, and its President acknowledges that these Articles of Amendment
are the act and deed of CHEUNG  LABORATORIES,  INC. and,  under the penalties of
perjury,   that  the  matters  and  facts  set  forth  herein  with  respect  to
authorization  and approval are true in all material respects to the best of his
knowledge, information and belief.

ATTEST:                                          CHEUNG LABORATORIES,INC.
  /s/                                            By:   /s/
- ------------------------------                   -----------------------------
Charles C. Shelton, Secretary                    Augustine Y. Cheung,  President




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