MRC Allied Industries, Inc.

April 29, 1998 PSE CIRCULAR FOR BROKERS NO. 857-98 SUBJECT : MRC Allied Industries, Inc . MRC Allied Industries, Inc. ("MRC") furnished the Exchange on April 24, 1998, copies of its Amended Articles of Incorporation and Code of By-Laws, approved by the Securities and Exchange Commission on April 15, 1998, reflecting the following: 1. Amendment to Articles of incorporation a. Article II: to change the Primary Purpose of the corporation to that of a holding company; 2. Amendments to the Code of By-Laws: a. Article I, Section 3: to provide that all proxies must be submitted to the secretary at least ten (10) days before the meeting; b. Article I, Section 4: to provide that notice of all meetings of stockholders must be given to stockholders of record at least fifteen (15) days prior to the date of such meeting; LLjur c. Article I, Section 6: to provide that the Board of Directors shall determine the order of business at any meeting of stockholders; d. Article III, Section 1: to provide that the Executive Officers of the company shall include a Chairman, a President, an Executive Vice-President. One or more Vice-Presidents, and such other officers as the Board may designate; e. Article III, Section 5: to provide that the Chairman shall preside over all meetings of the Board of Directors, and exercise such powers and performs such duties as the Board of Directors may assign; f. Article III, Section 6: to provide that the Board of Directors shall designate either the Chairman or the President at Chief Executive Officer of the Company; g. Article III Section 7: to provide for the powers of the Executive Vice-President; that in the absence or inability to act of the President, the former shall be vested with the powers to discharge the duties of the latter; and that he may also exercise such duties as the Board of Directors may assign to him; cdlex h. Article III, Section 8: to provide for the powers of the Vice-Presidents, and perform such duties as the Board of Directors and the by-laws may prescribe; For your information. (SGD.) REYNOLD P. ONG Vice-President, Listings and Disclosure Group