Artisan Circular to EPA Share

Artisan (UK) PLC
1 September 2000


The following is the full text of the circular posted on 31st August 2000 by
Mr Stephen Dean, Chairman of Artisan (UK) plc, to shareholders in
enterpriseAsia.com plc.



THIS DOCUMENT IS IMPORTANT. If you are in any doubt about the contents of this
document you should consult an independent person authorised under the
Financial Services Act 1986.

If you have sold or otherwise transferred your entire holding of ordinary
shares in enterpriseAsia.com plc please pass this document as soon as possible
to the purchaser or transferee or to the stock broker or other agent through
whom the sale or transfer was effected for transmission to the purchaser or
transferee.

                               Artisan (UK) plc                               
        Incorporated in England and Wales (registered number 3630998)         
                         Registered and Head Office:                          
    Dean House, The Anderson Centre, Spitfire Close, Ermine Business Park,    
                          Huntingdon, Cambs PE29 6XY                          
                     

                                                                31 August 2000
To Shareholders in enterpriseAsia.com plc

Dear Fellow Shareholders,

enterpriseAsia.com plc

Extraordinary General Meeting on 20 September 2000

Introduction
You will have received a letter from Mr Peter So, the non-executive Chairman
of enterpriseAsia.com ('enterpriseAsia' or the 'Company') dated 23 August 2000
(the 'Circular') complying with a requisition of Artisan (UK) plc ('Artisan')
to convene an Extraordinary General Meeting ('EGM') of the Company for 10.00
am on 20 September 2000.

That Circular contains what are highly emotive and inaccurate statements in
relation to the motives behind Artisan's proposals to remove two existing
directors of our Company and appoint three nominees from Artisan, with the
sole intention of deflecting you from the real issues facing the  Company. 

Artisan wishes to make it absolutely clear to its fellow shareholders in
enterpriseAsia that:

1. This action is not an opportunistic attempt to obtain the Company's cash
assets - a suggestion that is absurd and unsustainable.

2. Our proposals are motivated solely by a desire to enhance shareholder value
for the benefit of all shareholders.

3. The proposals are not and have never been designed to achieve control of
the Company by the back door and no offer, the effect of which would be to
achieve such control, has been made by Artisan to the directors of the
Company.

The purpose of this letter is to explain the background to, and reasons for,
the resolutions which we intend to propose at the EGM of the Company on 20
September 2000.

Background

enterpriseAsia was formed to invest in start-ups and early stage
internet-related and IT companies, with a particular focus on Asia, including
the Far East. A substantial amount of investment funds was raised through the
Company's placing and offer in February this year.

The directors, in the Company's prospectus dated 7 February 2000
('Prospectus'), stated that they believed the Company to have an adequate deal
flow to provide a suitable level of potential investment opportunities. The
initial stream of deals was extremely slow and the investments
inconsequential. The first  investment was actually made in June, some five
months after flotation. Curiously it appeared to be only after initial Artisan
pressure that the pace of investment quickened, with the last two investments,
for a much more substantial £1.2 million and £1.15 million, concluded in late
July with CFN UK Limited ('CFN') and, only last week, with ecAgent.com Limited
respectively. CFN, a company based in the UK, is closely associated to
enterpriseAsia Chairman, Peter So, who is also the Chairman of StartIT.com plc
and a director of CFNasia Holdings Limited, the other shareholder of CFN.
StartIT also subscribed £300,000 for ten per cent of the issued share capital
of CFN.

The current board of the Company almost predicted the future when as one of
the Risk Factors in the Prospectus they stated that 'The business of the
Company is dependent on suitable companies being identified for investment. In
the event of a change in the economic or political climate, such companies may
not be available with the quality or in the number required to satisfy the
Company's requirements'.

They also noted that, if suitable opportunities were identified, 'the Company
might change its investment criteria without the prior approval of
shareholders'.

We believe the board should change its investment strategy now and we have
called this EGM to give our fellow shareholders an opportunity to voice their
opinion.


Investment Climate

We believe that, since the formation of the Company and £12 million of
shareholders' money was taken, the investment climate has changed radically.
The global sell-off among high-tech stocks, which began in March of this year,
has been particularly pronounced among the previously fashionable internet
investment funds and the so-called 'incubator' sector. 

A recent research report by WestLB Panmure highlighted continuing uncertainty
for the internet sector, suggesting that the most recent 'correction' is far
from over.

Understandably, a number of the more astute investment funds have changed
strategic direction, in order to conserve existing shareholder funds, whilst
actively looking to increase shareholder value through alternative investment
routes.

The WestLB report, referring to the short 'burn' rates of these high-tech
companies, concludes that many incubators should be renamed 'incinerators'.
The vulnerability of the internet sector and deteriorating market conditions
have prompted a variety of responses from all businesses in the sector:

Virtually all companies have seen their pace of investment slow - not so
enterpriseAsia, which is displaying an unhealthy appetite for spending
shareholders' money as quickly as possible since we asked the directors to
re-think their strategy.

A number have indicated that they intend to change strategic direction - not
so enterpriseAsia, whose directors are 'closely following the strategy set out
in the Prospectus' despite the substantial change in the global investment
climate. 

Consolidation within the sector coupled with rationalisation is widely
anticipated - not so enterpriseAsia, who insist on this 'lemming like'
implementation of the board's original investment strategy.

Shareholders may also have seen an article in the Financial Times this week
commenting on a proposed auction next month of the assets of more than 30
Chinese dot.com companies. The auction is stated to be a form of rescue for
some companies and a chance for others to find partners and grow bigger. These
developments signal a clear rationalisation and move to consolidation in
Asia's internet industry.

The current investment strategy of the board has to be challenged before
further dissipation of the Company's gross assets erodes any serious prospects
of increased shareholder value.

enterpriseAsia's Record and Prospects

The board's determination to stick with an investment strategy outlined at the
beginning of the year is in our opinion foolhardy, particularly given the
weight of market opinion on the current investment climate.

The board of enterpriseAsia's strategy for our Company is no more than a
'let's stick with what we have got'. The investments made to date would,
assuming they are successful, only result in value to shareholders in three to
five years time and then only on the basis that such investments could be sold
at a profit. There is little prospect, in the interim, of any dividend being
payable. It appears to be the board's view that the prospect of growth in the
value of its investments will itself drive the Company's share price. In our
view this will not happen. The Company's investments to date are unlikely to
produce significant returns in the short term, if at all.

The directors' other investment vehicle, StartIT.com plc, has since its
flotation in the middle of 1999 pursued the same investment strategy in the
field of internet start-ups and its share price currently languishes at around
6p down from a high of almost 50p.

The board's faith in its strategy is not matched by all shareholders. We
obtained a significant number of shares in the Company from outgoing Chinese
shareholders and investment funds - an indication of the unease surrounding
the prospects of start-ups in the Asian markets.

We reiterate that Artisan is not out to 'grab control of EPA and its cash'.
Artisan's proposed director appointees are all experienced company directors
and therefore are fully aware of their obligations to the Company and its
shareholders and the duty to protect the Company's assets including its cash
reserves.

Future Strategy

Artisan believes that the Company's prospects can improve through the
entrepreneurial flair of Stephen Dean, who has a track record of delivering
real shareholder value in the short term. We subscribe to the view being
expressed by many commentators in the sector - that there remains hope for
companies who have not spent their cash.

A company which has a stock market quotation and cash reserves for business
development (as enterpriseAsia does at the moment) can attract a reverse
takeover from a company operating a real business generating profits, and
enhance shareholder value.

Artisan is convinced that a merger with a single profitable business, rather
than a strategy of taking a variety of what appear to be largely minority
stakes in start up companies, will enable shareholder value to be realised.

We believe that we can introduce a number of viable merger candidates,
however, there are legal restraints on what can be said publicly about merger
proposals. The directors of enterpriseAsia seem to expect us to bring them a
deal now. But we have had no mandate from them to do so - and a deal is
impossible unless they will change the Company's strategy. It would be our
intention to see that the board as a whole (including our nominees) worked
together to bring about the changes in strategy which are essential to deliver
shareholder value.

Discussions to date with enterpriseAsia

Through various entities, Mr Dean has had a stake in the Company since
flotation. For the last four months we have endeavoured to make contact with
the directors to highlight our concern, as a major shareholder, over the
board's strategy.

Until we requisitioned the EGM, the board had continually frustrated our
attempts to enter into a sensible dialogue about its future.

You will have read in enterpriseAsia's Circular a statement regarding an offer
to Artisan as follows:

'In recognition of Artisan's interest in EPA and to avoid further costly
disruption your Board has offered Artisan two seats on the Board. A response
is awaited.'

This statement is misleading as it implies that the offer was made some time
prior to the Circular whereas, in fact, the offer was faxed to Artisan when
the Circular had already gone to press. The Circular also fails to mention the
highly significant fact that the offer is subject to stringent and wholly
improper conditions.

The possibility of exploring a merger with Weatherly International plc (a
financial services company with intentions to exploit the internet for share
dealings) emerged from early discussions held with the directors and advisers
of enterpriseAsia, and an approach was initially encouraged by the directors
of the Company. On this occasion, a deal could not be brokered - but many
other opportunities exist.


The Proposed Directors

We believe that the experience of the three directors being put up for
election to the Company's board is such that an immediate change of investment
strategy can be implemented. The candidates we have nominated are all
directors of Artisan, a property and construction group in which shareholders'
funds have been multiplied over ten times in eighteen months since floating on
AIM, whilst its share price has increased by four times.

Our nominees are:

Stephen Dean (aged 50) - Stephen is Executive Chairman of Artisan. He is also
Non-executive Chairman of Voyager IT.com plc, another AIM-listed investment
fund with an international portfolio of investments in the internet, IT and
software sectors, which has itself re-focused its investment strategy in the
changed international investment climate. He is also Non-executive Chairman of
Voyager Financial News.com plc, a financial communications and business
research group which is traded on OFEX and expected to seek a listing on AIM
in the near future, and a Non-executive Director of Weatherly International
plc and Envesta plc.

Christopher Paul Musselle, ACA (aged 43) - Chris has been Finance Director of
Artisan since its inception. He is also a director of Envesta plc. After
qualifying as a chartered accountant in 1981, he worked as an accountant in
Cambridge until 1994, before moving into industry as a financial controller,
and later finance director.

Norman Saunders (aged 67) - Norman is Non-executive Director of Artisan. He is
also a chartered accountant, and is Chairman of the Audit and Remuneration
Committees of Artisan. He was Company Secretary and Finance Director of Town &
City Properties Limited, a large quoted property development group, from 1970
until 1976. He ran his own practice until retiring in 1992. Since then he has
been a director of Artisan and Dean Corporation plc.

None of our nominees proposes to draw any fees from the Company, in contrast
to the existing board.

Mr Dean's Record

The comments made by the board of enterpriseAsia in relation to Mr Dean
personally are littered with inaccuracies and innuendo and represent what can
only be regarded as a scurrilous attempt to deflect shareholders from the real
issues.

By way of example, the alleged 'breaches of the law' relating to Dean
Corporation plc which were implied in the Circular were in fact inadvertent
technical breaches of the Companies Act 1985, fully documented, disclosed and
ratified by the shareholders of that company. The reference in the Circular to
the transfer of enterpriseAsia shares between Voyager and Artisan was not a
related party transaction.

Mr Dean's record is public knowledge.

Artisan has never chosen to question the integrity of the current board or
make capital out of adverse press comment about the previous business record
of certain board members. We do not propose to do so now. Rather, we ask
shareholders to look at Mr Dean's successes and track record over the last 3
years, examples of which are:

Artisan - a building and property company which last month announced record
results and profits almost trebled to £4 million, with £10 million forecast
for next year. Its share price has quadrupled in less than two years and
shareholders funds have increased tenfold

VoyagerIT - floated as an IT and internet incubator fund, this company is now
refocusing as a revenue generating business in internet assisted direct
marketing. Its share price stands at just above 10p from a float price of 5p

IMS Maxims - a software development business based in the UK and Ireland
specialising in healthcare. Its float price was around 5p and its shares are
now trading at around 12.5p

Voyager Financial News - a financial research and corporate finance business
floated on OFEX at 10p and with a share price today of 23p

IDN Group - a telecoms consultancy, floated on AIM on 21 August 2000 raising
£2.55 million, net of expenses.

Who has a Stake in enterpriseAsia?

We are the Company's largest single shareholder with a holding of 52,325,000
ordinary shares representing 21.84% of the equity.

The statement of directors interests referred to at paragraph 5(a)(i) of the
Prospectus appears to show, at first glance, that the directors combined
beneficial interests in the Company's shares are 31,400,000 (representing
12.9%). The Circular refers to a combined holding of 21,400,000 (representing
8.9%). Other than in respect of Mr Benjamin Ng's small shareholding (400,000
ordinary shares (0.2%), as stated in the Prospectus), no director has a direct
personal shareholding in the Company.

Artisan received this week, two different statements of interests of directors
in the Company. The first was obtained direct from the Registered Office in
Bradford and repeated the information referred to above, as extracted from the
Prospectus. A second statement of interests was received, unsolicited, from
the Company's lawyers (one of whose partners is Company Secretary of
enterpriseAsia) alerting us to the possibility of errors in the Register of
directors' interests located at the Company's Registered Office.

Artisan is endeavouring to reconcile differences in the Register of interests
required to be maintained by enterpriseAsia under the Companies Act 1985.

Conclusion

As the Company's largest single shareholder, it is obviously in our interests
to increase shareholder value.

Artisan has always been (and remains) willing to work in harmony with the
board to maximise shareholder value. The huge costs which have undoubtedly
been incurred by the Company in legal fees, business analysts, private
investigators and other expensive professional advisers could have been
avoided if your board had been willing to offer Artisan board representation
before we had to requisition the EGM.

We have written to the board to offer a compromise but only on the condition
that such agreement is immediate and without the improper conditions imposed
in their offer which we received at the eleventh hour last week.

Artisan strongly urges the board of enterpriseAsia to reconsider its position,
accept our compromise offer and avoid spending further shareholders' funds
unnecessarily.


ACTION TO BE TAKEN:

TO INCREASE SHAREHOLDER VALUE WE URGE YOU TO VOTE IN FAVOUR OF ALL THE
RESOLUTIONS TO BE PROPOSED AT THE EGM ON 20 SEPTEMBER 2000. To assist you and
to avoid any confusion we are attaching a specimen form of proxy to show how
it should be completed if you are in favour of the resolutions.

Yours sincerely
Stephen Dean
Chairman 
Artisan (UK) plc


                            enterpriseAsia.com plc                            
                               ('the Company')                                
                              FORM OF PROXY FOR                               
                        EXTRAORDINARY GENERAL MEETING                         

I/We ...............................
(NAME IN FULL IN BLOCK CAPITALS PLEASE)

of....................................
being (a) member(s) of enterpriseAsia.com plc appoint the Chairman of the
meeting (See note 4 below).

.......................................
as my/our proxy to vote for me/us on my/our behalf at the Extraordinary
General Meeting of the Company to be held at The Worshipful Company of
Insurers, The Hall, 20 Aldermanbury, London EC2V 7HY at 10 a.m. on 20
September 2000 and at any adjournment of the meeting, on the following
resolutions, as indicated by an 'X' in the appropriate box and, on any other
resolutions, as he thinks fit:

BUSINESS

No.                                                             For    Against
1 That Mr Siu Fai Ng be removed from the office of director 
of the Company                                                   X

2 That Mr Phillip Brown be removed from the office of director 
of the Company.                                                               
                                                                 X

3 That Mr Stephen Dean be appointed to the office of director 
of the Company.                                                  X

4 That Mr Chris Musselle be appointed to the office of director 
of the Company.                                                  X

5 That Mr Norman Saunders be appointed to the office of director 
of the Company.                                                  X

Dated .............................................................2000

Signature ...............................................................

Notes:

1. To be valid this form, duly completed, must be received at the office of
the Company's registrars, whose address appears overleaf, by 10 a.m. on 18
September 2000. The form must be signed. If someone else signed the form on
your behalf, you or that person must send the power of attorney or other
written authority under which it is signed to the address overleaf.

2. A corporation must execute this form either under its common seal or under
the hand of two directors or one director and the secretary or under the hand
of an officer or attorney duly authorised in writing.

3. This form enables you to instruct your proxy how to vote in the event of a
poll on the resolutions to be proposed at the meeting. Please indicate with an
'X' how you wish to vote. If you do not indicate how you wish to vote, the
proxy will vote or abstain from voting as he or she thinks fit.

4. The appointment of the Chairman as proxy has been included for convenience.
If you wish to appoint any other person or persons as proxy or proxies delete
the words 'the chairman of the meeting' and add the name and address of the
proxy or proxies appointed. A proxy need not be a member of the Company. If
you do not delete such words and you appoint a proxy or proxies, the Chairman
shall not be entitled to vote as proxy. Any alteration must be initialled. If
you appoint more than one person to act as proxy the number of shares in
respect of which each such proxy is to vote must be specified. In the absence
of any specific direction, a proxy shall be deemed to be entitled to vote in
respect of all the shares in the relevant holding.

5. In the case of joint holders, the signature of any one holder will be
sufficient but the names of all the joint holders should be stated and the
vote of the senior who tenders a vote, whether in person or by proxy, will be
accepted to the exclusion of the votes of the other joint holders. For this
purpose, seniority will be determined by the order in which the names stand in
the register of members in respect of the shares.

6. Returning the form of proxy will not prevent you from attending the meeting
and voting in person.