SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                       Securities Exchange Act of 1934
                          [Amendment No. _________]

Filed by the Registrant _X_
Filed by a Party other than the Registrant ___

Check the appropriate box:

_X_  Preliminary Proxy Statement
___  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
___  Definitive Proxy Statement
___  Definitive Additional Materials
___  Soliciting Material Pursuant to Section 240.14a-11(c) or
     Section 240.14a-12



                          VERSAILLES CAPITAL CORPORATION
                (Name of Registrant as Specified in Its Charter)

                          VERSAILLES CAPITAL CORPORATION
                   (Name of Person(s) Filing Proxy Statement)







                                                       PRELIMINARY COPY

                        VERSAILLES CAPITAL CORPORATION
                         1200 17th Street, Suite 1000
                            Denver, Colorado  80202
               ________________________________________________

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD FEBRUARY 9, 1999
               _________________________________________________

     Notice is hereby given that a Special Meeting of Stockholders of
Versailles Capital Corp. will be held on Tuesday, February 9, 1999, at 10:00
a.m., Mountain Time, at the offices of Krys Boyle Freedman & Sawyer, P.C., 600
17th Street, Suite 2700 South Tower, Denver, Colorado 80202, and at any and
all adjournments thereof, to consider the following matters:

     1.  A proposed one for  five (1 for 5) reverse split of the outstanding
shares of the Company's common stock.

     2.  An amendment to the Company's Articles of Incorporation to change the
name of the Corporation to Amerimmune Pharmaceuticals, Inc.

     3.  An amendment to the Company's Articles of Incorporation to reduce the
number of authorized shares of common stock from 6 billion shares of $.05 par
value Common Stock to 50 million shares of $.01 par value Common Stock.

     4.  An amendment to the Company's Articles of Incorporation to authorize
10,000,000 shares of $.01 par value Preferred Stock in such amounts, in one or
more series, and with such designations, preferences, limitations and relative
rights for each series as the Board of Directors shall determine; and

     5.  The transaction of such other business as may properly come before
the meeting or at any adjournment or adjournments thereof.

     Said meeting may be adjourned from time to time without notice other than
by announcement at said meeting, or at any adjournment thereof, and any and
all business for which said meeting is hereby noticed may be transacted at any
such adjournment.

     Only holders of the Company's $.05 par value common stock of record at
the close of business on January 25, 1999, will be entitled to notice of and
to vote at the meeting and at any adjournment or adjournments thereof.  The
proxies are being solicited by the Board of Directors of the Company.

     All Shareholders, whether or not they expect to attend the Special
Meeting of Shareholders in person, are urged to sign and date the enclosed
Proxy and return it promptly in the enclosed postage-paid envelope which
requires no additional postage if mailed in the United States.  The giving of
a proxy will not affect your right to vote in person if you attend the
Meeting.

                                BY ORDER OF THE BOARD OF DIRECTORS

                                L. Michael Underwood, President
Denver, Colorado
January 26, 1999




                       VERSAILLES CAPITAL CORPORATION
                        1200 17th Street, Suite 1000
                           Denver, Colorado  80202
           __________________________________________________

                              PROXY STATEMENT
           __________________________________________________

                     SPECIAL MEETING OF SHAREHOLDERS
                             FEBRUARY 9, 1999
 
                            GENERAL INFORMATION

     The enclosed Proxy is solicited by and on behalf of the Board of
Directors of Versailles Capital Corp., a Colorado corporation (the "Company"),
for use at the Company's Special Meeting of Shareholders to be  held at the
offices of Krys Boyle Freedman & Sawyer, P.C., 600 17th Street, Suite 2700
South Tower, Denver, Colorado, on Tuesday, February 9, 1999, at 10:00 a.m.,
Mountain Time, and at any and all adjournments thereof.  It is anticipated
that this Proxy Statement and the accompanying Proxy will be mailed to the
Company's Shareholders on or about January 27, 1999.

     Any person signing and returning the enclosed Proxy may revoke it at any
time before it is voted by giving written notice of such revocation to the
Company, or by voting in person at the Meeting.  The expense of soliciting
proxies, including the cost of preparing, assembling and mailing this proxy
material to Shareholders, will be borne by the Company.  It is anticipated
that solicitations of proxies for the Meeting will be made only by use of the
mails; however, the Company may use the services of its Directors, Officers
and employees to solicit proxies personally or by telephone, without
additional salary or compensation to them.  Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners of the Company's shares held of record by
such persons, and the Company will reimburse such persons for their reasonable
out-of-pocket expenses incurred by them in that connection.

     All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.

                     SHARES OUTSTANDING AND VOTING RIGHTS

     The securities entitled to vote at the Special Meeting consist of all of
the issued and outstanding shares of the Company's $.05 par value common stock
(the "Common Stock").  The close of business on January 20, 1999, has been
fixed by the Board of Directors of the Company as the record date.  Only
Shareholders of record as of the record date may vote at the Special Meeting.
As of the record date, there were 1,284,116 shares of Common Stock issued and
outstanding.

     Each Shareholder of record as of the record date will be entitled to one
vote for each share of Common Stock held as of the record date.  Cumulative
voting is not permitted.  The presence at the Special Meeting of the holders
of a majority of the number of shares of the Common Stock outstanding as of
the record date will constitute a quorum for transacting business.

                          SECURITY OWNERSHIP OF CERTAIN
                         BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information as of January 25, 1999, as to
the shares of the Common Stock beneficially owned by each person who is the
beneficial owner of more than five percent (5%) of the Company's Common Stock,



each of the Company's Directors and by all of the Company's Directors and
Executive Officers as a group.  Each person has sole voting and investment
power with respect to the shares shown except as noted.

        Name and Address           Amount and Nature of     Percent
      of Beneficial Owner          Beneficial Ownership     of Class
      -------------------          --------------------     --------

L.  Michael Underwood                  680,520 (1)            53.0%
1200 17th Street, Suite 1000
Denver, Colorado  80202

All Directors and Officers as a        680,520 (1)            53.0%
Group (1 Person)
________________________

(1)  Shares held in the name of LMU & Company, Inc., a corporation owned by
Mr. Underwood.

                LETTER OF INTENT WITH BRITISH LION MEDICAL, INC.

     LMU & Company, Inc.  has signed a Letter of Intent with British Lion
Medical, Inc. ("BLM") regarding a reverse acquisition by the Company of BLM.
Legal counsel for the Company and BLM are currently preparing a definitive
Share Exchange Agreement which will incorporate the provisions of the Letter
of Intent.  Management of the Company expects that the Share Exchange
Agreement will be executed by both companies before the Shareholders meeting
scheduled for February 2, 1999, but there is no assurance that an Exchange
Agreement will be executed or that the transaction contemplated thereby will
be consummated.

     Under the terms of the Letter of Intent and the draft Share Exchange
Agreement, the Company is required to have its Shareholders approve (1) a 1
for 5 reverse stock split; (2) a change of the name of the Company to
"Amerimmune Pharmaceuticals, Inc."; (3) a reduction in the number of
authorized shares of Common Stock from 6 billion to 50 million; and (4) an
authorization of 10 million shares of Preferred Stock.

     If the Shareholders approve each of the four items above, the
implementation of these changes will be contingent upon the closing of the
proposed transaction with BLM.

     If this transaction closes, the current management and Board of Directors
of BLM will become the management and Board of Directors of the Company.

                           BRITISH LION MEDICAL, INC.

The Company

     British Lion Medical, Inc. (the "Company") was incorporated in California
in August 1997 and commenced operations in October 1998.  The Company intends
to engage in the pharmaceutical business with the primary purpose of
developing Cytolin(R), a drug designed to protect the immune system,
especially in patients suffering from Human Immunodeficiency Virus ("HIV").
The Company believes that Cytolin(R) is important for the growing number of
patients who have become resistant to drugs currently used to treat the
HIV/AIDS virus.  The Company intends to use the proceeds from a private
offering currently in process to seek governmental approval from the Food and
Drug Administration ("FDA") for its product, Cytolin(R).

                                      2



     In October 1998, the Company entered into a Patent and Trademark License
Agreement with Three R Associates, Inc., a California corporation ("Three R")
("License Agreement"), to obtain an irrevocable, exclusive worldwide license
to use the technology and all improvements, applications and patents for any
improvement which may be acquired by Three R.  Previously, Three R had entered
into a Termination, Sale and Shareholder Agreement with Allen D. Allen
("Allen") and CytoDyn(R) of New Mexico, Inc., a New Mexico corporation
("CytoDyn(R)"), dated August 1, 1998 ("Purchase Agreement") whereby: (i)
CytoDyn(R) would relinquish the exclusive license to use the technology and
patents previously granted by Allen, and assign the trademark name to Three R
in exchange for shares of the Company's stock; and (ii) Allen would convey all
United States Patent rights, foreign patent rights, and all technological
know-how underlying the drug, Cytolin(R), to Three R.  The Purchase Agreement
is subject to the following conditions: (i) Three R would grant an exclusive
worldwide license to the patent rights and sublicense the trademark name to
the Company; (ii) the Company would enter into an agreement with Western
Center for Clinical Studies, Inc., a California corporation ("WCCS"), for
purposes of assisting the Company in obtaining the approval of the FDA
necessary to market the product for commercial use; and (iii) the Company
would merge with and into a public company.

     The Company's offices are located at 21550 Oxnard Street, Suite 835,
Woodland Hills, California 91367.  Its telephone number is (818) 676-0404.

     The Company has not generated any revenue and its only material asset is
the license agreement discussed above.

Management of British Lion Medical, Inc.

     The following table sets forth the names and positions of the directors
and executive officers and key employees of the Company:

                                                          Officer or
      Name             Age         Position              Director Since
      ----             ---         --------              --------------

Lois Rezler            46     President and Director         1998


Daniel L. Azarnoff     72     Vice President                 1998
                              and Director

Roy S. Azarnoff        67     Secretary/Treasurer            1998
                              and Director

     The directors of the Company are elected to hold office until the next
annual meeting of shareholders and until their respective successors have been
elected and qualified.  Officers of the Company are elected annually by the
Board of Directors and hold office until their successors are elected and
qualified.

     The following sets forth biographical information concerning the
Company's  directors and executive officers.

     Lois Rezler, Ph.D.  was appointed as a Director and named as President of
the Company in October 1998.  Since April 1998, Dr. Rezler has served as Vice
President of Science and Regulatory Affairs of Entropin, Inc.  For more than
ten years, Dr. Rezler has been engaged in consulting for various
pharmaceutical and biotechnology corporations including Smith Kline, Smith &

                                       3



Nephew, Cheesborough Ponds, CIBA, Merck Sharpe Dome, Baxter Travenol and
others.  Since January 1996, Dr. Rezler has acted as a regulatory consultant
for Western Center for Clinical Studies.  On behalf of her various clients,
Dr. Rezler's duties and responsibilities have included working at bench level
to assist in drug design and development, preparing and submitting grant
applications to various government agencies, consulting in all aspects of
preparing IND and NDA submissions to the FDA, including biologics, devices,
new drugs, priority drugs and orphan drugs.  Dr. Rezler's duties also include
responsibility for developing time lines and budgets for the project.  Dr.
Rezler received her Ph.D. in Public Health from Edinburgh University.

     Daniel L. Azarnoff, M.D., was appointed as a Director and named as Vice
President of the Company in October 1998.  From 1988 to present, Dr. Azarnoff
has served as President of D. L. Azarnoff Associates, a company engaged in
consulting for various pharmaceutical and biotechnology companies including
Sandoz, Orion Pharma,  DeNovo, Inc., Cibus Pharmaceutical  and Cellegy
Pharmaceuticals, Inc.  From 1978 to 1985, Dr. Azarnoff was Corporate Senior
Vice President of G.D. Searle & Co., an international pharmaceutical company,
and from 1978 through 1985 served as President of Searle Research and
Development, a division of G. D. Searle & Co.  Dr. Azarnoff was on the faculty
of the University of Kansas Medical School ("KUMC") from 1962 through 1978
rising to the rank of KUMC Distinguished Professor of Medicine and
Pharmacology.  Dr. Azarnoff has also held faculty positions at Northwestern
University Medical School, the University of Chicago Medical School, St. Louis
University School of Medicine and was a Fulbright Scholar at the Karolinska
Institute in Stockholm, Sweden.  Dr. Azarnoff is a member of various medical
and honorary societies including the Institute of Medicine of the National
Academy of Sciences.  He has lectured extensively within and outside the
United States, and published numerous scientific articles and books on various
aspects of clinical pharmacology.  Dr. Azarnoff has served on various advisory
committees, including the Endocrine and Metabolism and other Ad Hoc advisory
committees of the Food and Drug Administration, World Heath Organization,
American Medical Association, National Institutes of Health and National
Research Council of the National Academy of Sciences.  Dr. Azarnoff has served
on the Science Advisory Board of various corporations which include
Neurobiological Technologies, Inc., Gilead Science, Inc., Oread, Inc., Cibus
Pharmaceutical and Sandoz Research Institute. Dr. Azarnoff has served or is
serving as a director on the following pharmaceutical drug and development
companies: Entropin, Inc., Oread, Inc., Cibus Pharmaceutical and DeNovo, Inc.
Dr. Azarnoff serves as Vice President, Medical/Regulatory Affairs for Cellegy
Pharmaceutical, Inc, and was appointed President of Entropin, Inc., in April
1998.  None of the above corporations are developing drugs similar to the
Company's products.  Dr. Azarnoff received a B.S. degree in biology and a M.S.
degree in zoology from Rutgers University.  Dr. Azarnoff received an M.D.
degree from the University of Kansas Medical School.

     Roy S. Azarnoff, Ph.D. was appointed as a Director and named as
Secretary/Treasurer of the Company in October 1998.  Dr. Azarnoff currently
serves as the chief operating officer for Western Center for Clinical Studies
(since 1995), a consulting firm that provides research support assistance to
community hospitals and medical groups for clinical trials with
pharmaceutical, biotechnology, diagnostic and medical device companies, and as
Chief Executive Officer of Medical Research Consultant Associates Inc. (since
1989), a consulting firm that provides research support assistance to
community hospitals, research institutes and drug and medical device
companies.  In addition, Dr. Azarnoff became Chief Operating Officer of
Entropin, Inc. in April, 1998.  From 1986 to 1989, Dr. Azarnoff served as
director of the Office of Research and Sponsored Projects at California State
University, Northridge, and from 1977-79 and 1981-83, served as administrator



                                       4



for Technical Assistance Projects at  California State University, Northridge,
Foundation.  Dr. Azarnoff was chief executive officer for Eldercare Management
Group from 1984 to 1986.   Dr. Azarnoff developed and then directed the fourth
largest area agency on aging in the United States as the director for the
Office for the Aging for the City of Los Angeles from 1972 to 1977.  In
addition, Dr. Azarnoff has authored numerous articles and served as assistant
professor at Boston University from 1957 to 1966.   Dr. Azarnoff received his
B.A. from New York University,  M.A. from State University of Iowa and his
Ph.D. in Communications from the University of Missouri.

     Daniel L. Azarnoff, M.D., the Company's Vice-President and Director, and
Roy S. Azarnoff, Ph.D., the Company's Secretary/Treasurer and Director, are
brothers.

                             REVERSE STOCK SPLIT

     The Board of Directors has proposed, subject to Shareholder approval, a 1
for 5 reverse split of the outstanding shares of the Company's Common Stock.
There are presently 1,284,116 shares outstanding, and the reverse split will
therefore reduce this number to approximately 256,850 shares.  No fractional
shares will be issued and instead a whole share will be issued to any
Shareholder entitled to a fraction of a share.

     The reverse split is being proposed because the Company has entered into
a letter of intent to acquire BLM.  One of the requirements of the letter of
intent is that the Company do a 1 for 5 reverse split before the closing.
Under the terms of the letter of intent, the Company will issue 8,304,820
shares (post split) to the shareholders of BLM.  After the closing and the
reverse split, there will be approximately 8,561,670 shares outstanding.

     A reverse stock split has no federal income tax consequences in that it
is a non-taxable distribution of the Company's stock under Section 305 of the
Internal Revenue Code.  A shareholder's basis in each 5 shares before the
reverse split will become the basis in one share after the reverse split.

Voting and Board of Directors Recommendation

     An affirmative vote of a majority of the shares outstanding will be
required to approve the proposed 1 for 5 reverse split.

     The Board of Directors recommends approval of the proposed 1 for 5
reverse split.

                     AMENDMENT TO THE ARTICLES OF INCORPORATION
                           CONCERNING THE NAME CHANGE

     The Board of Directors is proposing to amend the Company's Articles of
Incorporation by changing Article I of the Company's Articles of Incorporation
to read as follows:

                                  "ARTICLE I
                                     NAME

         The name of the Corporation shall be Amerimmune Pharmaceuticals,
     Inc."

     The change is being proposed in order to reflect the name of the proposed
new business of the Company as required by the Letter of Intent with BLM.

                                       5




Voting and Board of Directors Recommendation

     An affirmative vote of a majority of the shares outstanding will be
required to approve the proposed amendment to the Company's Articles of
Incorporation.

     The Board of Directors recommends approval of this proposed amendment to
the Articles of Incorporation.

                   AMENDMENT TO THE ARTICLES OF INCORPORATION
                    CONCERNING A REDUCTION IN THE NUMBER OF
                       AUTHORIZED SHARES OF COMMON STOCK
                            AND CHANGE IN PAR VALUE

     The Board of Directors is proposing to amend the Company's Articles of
Incorporation by reducing the number of authorized shares of Common Stock from
6 billion shares to 50 million shares and to reduce the par value from $.05 to
$.01 per share.

     This change is being proposed in order to comply with the Letter of
Intent and to better accommodate the capitalization needs of the new business.

Voting and Board of Directors Recommendation

     An affirmative vote of a majority of the shares outstanding will be
required to approve the proposed amendment to the Company's Articles of
Incorporation.

     The Board of Directors recommends approval of this proposed amendment to
the Articles of Incorporation.

                   AMENDMENT TO THE COMPANY'S ARTICLES OF
                 INCORPORATION TO AUTHORIZE PREFERRED STOCK

     The Company's Board of Directors has proposed an amendment to the
Company's Articles of Incorporation which would authorize the Company to issue
up to 10,000,000 shares of $.01 par value preferred stock (the "Preferred
Stock").  If the proposed amendment is approved, the Board of Directors would
be empowered, without the necessity of further action or authorization by the
Company's stockholders (unless required in a specific case by applicable laws
or regulations or stock exchange rules), to authorize the issuance of the
Preferred Stock from time to time in one or more series, and to fix by
resolution or resolutions, designations, preferences, limitations and relative
rights of each of such series.  Each series of Preferred Stock could, as
determined by the Board of Directors at the time of issuance, rank, with
respect to dividends and redemption and liquidation rights, senior to the
Company's common stock.  No preferred stock is presently authorized by the
Company's Articles of Incorporation.

     The amendment would authorize the Board of Directors to determine, among
other things, with respect to each series of Preferred Stock which may be
issued: (a) the distinctive designation and number of shares constituting such
series; (b) the dividend rates, if any, on the shares of that series and
whether dividends would be payable in cash, property, rights or securities;
(c) whether dividends would be non-cumulative, cumulative to the extent
earned, partially cumulative or cumulative and, if cumulative, the date from
which dividends on the series would accumulate; (d) whether, and upon what
terms and conditions, the shares of that series would be convertible into or
exchangeable for other securities or cash or other property or rights; (e)

                                       6



whether, and upon what terms and conditions, the shares of that series would
be redeemable; (f) the rights and the preferences, if any, to which the shares
of that series would be entitled in the event of voluntary or involuntary
dissolution or liquidation of the Company; (g) whether a sinking fund would be
provided for the redemption of the series and, if so, the terms of and amounts
payable into such sinking fund; (h) whether the holders of such securities
would have voting rights and the extent of those voting rights; (i) whether
the issuance of any additional shares of such series, or of any other series,
shall be subject to restrictions as to issuance or as to the powers,
preferences or rights of any such other series; and (j) any other preferences,
privileges and relative rights of such series as the Board of Directors may
deem advisable.  Holders of the Company's common stock have no preemptive
right to purchase or otherwise acquire any Preferred Stock that may be issued
in the future.

Reasons for and Possible Effects of Proposed Amendment

     The Board of Directors recommends the authorization of Preferred Stock to
increase the Company's financial flexibility.  The Board believes that the
complexity of modern business financing and acquisition transactions requires
greater flexibility in the Company's capital structure than now exists.  The
Preferred Stock would be available for issuance from time to time as
determined by the Board of Directors for any proper corporate purpose.  Such
purposes might include, without limitation, issuance in public or private
sales for cash as a means of obtaining additional capital for use in the
Company's business and operations, and issuance as part of all of the
consideration required to be paid by the Company for acquisitions of other
businesses or properties.

    It is not possible to state the precise effect of the authorization of the
Preferred Stock upon the rights of holders of the Company's common stock until
the Board of Directors determines the respective preferences, limitations and
relative rights of the holders of one or more series of the Preferred Stock.
However, such effect might include: (a) reduction in the amount otherwise
available for payment of dividends on common stock, to the extent dividends
are payable on any issued shares of Preferred Stock and restrictions on
dividends on common stock if dividends on the Preferred Stock are in arrears;
(b) dilution of the voting power of the common stock to the extent that the
Preferred Stock has voting rights; and (c) the holders of common stock not
being entitled to share in the Company's assets upon liquidation until
satisfaction of any liquidation preference granted to the Preferred Stock.

     The amendment may be viewed as having the effect of discouraging an
unsolicited attempt by another person or entity to acquire control of the
Company.  Issuance of authorized preferred shares can be implemented, and have
been implemented by some companies in recent years, with voting or conversion
privileges intended to make acquisition of a company more difficult or more
costly.  Such an issuance could discourage or limit stockholders'
participation in certain types of transactions that might be proposed (such as
a tender offer),  whether or not such transactions were favored by the
majority of the stockholders, and could enhance the ability of officers and
directors to retain their positions.

Vote Required and Board Recommendation

     The affirmative vote of a majority of the shares of the Company's Common
Stock outstanding will be required to approve the proposed amendment to the
Articles of Incorporation.

                                       7



     The Board of Directors recommends a vote FOR the proposed amendment to
the Articles of Incorporation.

                           SHAREHOLDER PROPOSALS

     The Board of Directors has not yet determined the date on which the next
Annual Meeting of the Shareholders will be held.  Any proposal by a
Shareholder intended to be presented at the Company's next Annual Meeting of
Shareholders must be received at the offices of the Company a reasonable
amount of time prior to the date on which the information or proxy statement
for that meeting are mailed to Shareholders in order to be included in the
Company's information or proxy statement relating to that meeting.

                               OTHER BUSINESS

     As of the date of this Proxy Statement, management of the Company was not
aware of any other matter to be presented at the Meeting other than as set
forth herein.  A majority vote of the shares represented at the Meeting is
necessary to approve any such matters.

                                    BY ORDER OF THE BOARD OF DIRECTORS

                                    L. Michael Underwood, President
Denver, Colorado
January 26, 1999


                                       8



P R O X Y                                           PRELIMINARY COPY

                        VERSAILLES CAPITAL CORPORATION
 
                 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints L. Michael Underwood with the power to
appoint a substitute, and hereby authorizes him to represent and to vote as
designated below, all the shares of common stock of Versailles Capital Corp.
held of record by the undersigned on January 25, 1999, at the Special Meeting
of Shareholders to be held on February 9, 1999, or any adjournment thereof.

     1.  A proposed one for  five (1 for 5) reverse split of the outstanding
shares of the Company's common stock.

         [  ]  For           [  ]  Against         [  ]  Abstain

     2.  An amendment to the Company's Articles of Incorporation to change the
name of the Corporation to Amerimmune Pharmaceuticals, Inc.

         [  ]  For           [  ]  Against         [  ]  Abstain

     3.  An amendment to the Company's Articles of Incorporation to reduce the
number of authorized shares of common stock from 6 billion shares of $.05 par
value Common Stock to 50 million shares of $.01 par value Common Stock.

         [  ]  For           [  ]  Against         [  ]  Abstain

     4.  An amendment to the Company's Articles of Incorporation to authorize
10,000,000 shares of $.01 par value Preferred Stock in such amounts, in one or
more series, and with such designations, preferences, limitations and relative
rights for each series as the Board of Directors shall determine.

         [  ]  For           [  ]  Against         [  ]  Abstain

     5.  The transaction of such other business as may properly come before
the meeting or at any adjournment or adjournments thereof.

     THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL NOS. 1, 2, 3 AND 4.

     SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE.  THIS PROXY CONFERS
DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE
TIME OF THE MAILING OF THE NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS TO
THE UNDERSIGNED.

     The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement.

Dated:  _____________, 1999.
                                    __________________________________________
                                    Signature(s) of Shareholder(s)


Signature(s) should agree with the name(s) stenciled hereon.  Executors,
administrators, trustees, guardians and attorneys should indicate when
signing.  Attorneys should submit powers of attorney.

    PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VERSAILLES
CAPITAL CORPORATION. PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED
PRE-ADDRESSED ENVELOPE.  THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO
VOTE IN PERSON IF YOU ATTEND THE MEETING.