EXHIBIT 1.3

                      AMENDMENT OF ARTICLES OF ASSOCIATION

     (i) The deletion of the Articles 65(a) and 65(b) in their entirety and
their replacement with the following:

          "65 (a) The Board of Directors of the Company shall consist of not
     less than two and no more than thirteen Directors, including the External
     Directors (the "External Directors") to be appointed and hold office in
     accordance with the provisions of the Companies Law and any Regulations
     enacted thereunder, as amended from time to time.

          65(b) With the exception of the election of External Directors which
     shall be governed in accordance with the provisions of the Companies Law,
     directors shall be elected at the Annual General Meeting by an Ordinary
     Majority. The directors so elected shall hold office until the next Annual
     General Meeting unless determined otherwise at a subsequent General
     Meeting. Notwithstanding the aforesaid, if no directors are appointed at
     the Annual General Meeting, the directors appointed at the previous Annual
     General Meeting shall continue to hold office. With the exception of the
     removal of External Directors which shall be governed in accordance with
     the provisions of the Companies Law, at a General Meeting by an Ordinary
     Majority, the shareholders shall be entitled to remove any director(s) from
     office, to elect directors in place of the director(s) so removed or to
     fill any vacancy, however created, including a vacancy resulting from an
     enlargement of the Board of Directors by resolution of the Board of
     Directors, on the Board of Directors."

     (ii) The deletion of the Article 66 in its entirety and its replacement
with the following:

          "66 The Board of Directors may, from time to time, appoint an
     additional director or additional directors to the Company, in order to
     fill the office of a director which has been vacated or for any reason or
     as an additional director or additional directors, provided that the
     overall number of directors does not exceed the maximum number specified in
     Article 65(a) above. A director appointed as aforesaid shall cease to hold
     office at the end of the Annual Meeting following his appointment."

     In addition, Healthcare amended its Memorandum and Articles to change its
name to NexGen Biofuels Ltd.