AMENDED AND RESTATED ARTICLES OF INCORPORATION
               OF ENVIRONMENTAL PLUS, INCORPORATED


                            ARTICLE I
                            ---------

     Pursuant to the provisions of Article 4.07 of the Texas
Business Corporation Act, the undersigned corporation hereby
adopts the following Amended and Restated Articles of
Incorporation which accurately copy the Amended and Restated
Articles of Incorporation and all amendments thereto that are in
effect to date and as further amended by such Amended and
Restated Articles of Incorporation as are hereinafter set forth
which contain no other change in any provisions thereof.

                           ARTICLE II
                           ----------

     The following amendments to the Articles of Incorporation
were adopted by the shareholders of the corporation on April
17th, 1998, in conformity with the provisions of the Texas
Business Corporation Act:

     1.   The name of the corporation was changed to TTI
Industries, Incorporated.

     2.   A ten-to-one reverse stock split was effected.

     3.   The par value of the common stock was changed to $0.01.

     4.   The principal and registered office and registered
agent were changed.

     The amendments alter or change Article I of the Amended and
Restated Articles of Incorporation.  Article XIV has been added
to the Amended and Restated Articles of Incorporation.  The
following accurately copies the Articles of Incorporation and all
amendments thereto that are in effect as of the date hereof and
as further amended by these Amended and Restated Articles of
Incorporation and the following contains no other changes in any
provision thereof:

                            ARTICLE I
                            ---------

          The name of the corporation is TTI Industries,
     Incorporated.

                           ARTICLE II
                           ----------

          The principal and registered office of the
     corporation in the State of Texas is located at 3838
     Oak Lawn Avenue, Suite 1000, Dallas, Texas  75219.  The
     name and address of its registered agent is Frank
     Harrison, Sr.

                           ARTICLE III
                           -----------

          The corporation may engage in any lawful act,
     activity and/or business for which corporation may be
     organized under the corporation laws of the State of
     Texas.  The Corporation will not commence business
     until it has received consideration of $1,000 for the
     issuance of its shares.

                           ARTICLE IV
                           ----------

          The total number of shares of common stock which
     the Corporation shall have the authority to issue is
     one hundred million (100,000,000), each of which shall
     have a par value of $0.01.  The Corporation's authority
     to issue shares of preferred stock is set forth in
     Article XIII below.

<PAGE>

                            ARTICLE V
                            ---------

          Pre-emptive rights are expressly denied.  No
     shareholder shall have the right to cumulate his votes
     at any election for directors of this Corporation.

                           ARTICLE VI
                           ----------

          The members of the governing board shall be styled
     directors and the number thereof shall be fixed as
     provided in the Bylaws of the Corporation.  The number
     so fixed by the Bylaws may be increased or decreased
     from time to time as provided therein.

          The name and post office address of the current
     Board of Directors, which shall consist of at least one
     member, are as follows:

     NAME                        POST OFFICE ADDRESS

George Davis                     Route 1, Box 41
                                 Farm Road 2089
                                 Overton, Texas  75684

J. D. Davenport                  Route 1, Box 41
                                 Farm Road 2089
                                 Overton, Texas  75684

Charles White                    Route 1, Box 41
                                 Farm Road 2089
                                 Overton, Texas  75684


                           ARTICLE VII
                           -----------

          The Company shall have perpetual existence.

                          ARTICLE VIII
                          ------------

          Section 1.  The Board of Directors is expressly
     authorized to make, alter or amend the Bylaws of the
     Corporation.

          Section 2.  Authority is hereby expressly granted
     to and vested in the Board of Directors to issue (i)
     notes, bonds, debentures, warrants and other
     obligations of the Corporation which may be convertible
     into stock of any class or classes of securities as the
     Board of Directors may approve and (ii) such warrants
     or other evidence of optional rights to purchase and/or
     subscribe to stock of any such class or classes of
     securities; all of which to be so issued and
     convertible upon such terms and conditions and in such
     manner as may be fixed and stated by the resolution or
     resolutions of the Board of Directors from time to time
     adopted providing for the issuance thereof.

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<PAGE>

          Section 3.  The Board of Directors shall be
     authorized to exercise all such powers and do all
     things and acts as may be exercised or done by the
     Corporation, subject to the provisions of the laws of
     the State of Texas, of these Articles of Incorporation
     and of the Bylaws of the Corporation.

                           ARTICLE IX
                           ----------

          No contract or other transaction between the
     Corporation and any other corporation and no other act
     of the Corporation shall, in the absence of fraud, be
     invalidated or in any way affected by the fact that any
     of the stockholders, directors or officers of the
     Corporation are pecuniarily or otherwise interested in
     such contract, transaction, or other act, or are
     stockholders, directors or officers of such
     Corporation.  Any stockholder, director or officer of
     the Corporation, individually, or any firm or
     association is so interested shall be disclosed or
     shall have been known to the Board of Directors or a
     majority of such members thereof as shall be present at
     any meeting of the Board of Directors at which action
     upon any such contract or transaction shall be taken;
     and any director of the Corporation who is a
     stockholder, director or officer of such other
     corporation or who is so interested may be counted in
     determining the existence of a quorum at any meeting of
     the Board of Directors which shall authorize any such
     contract or transaction and may vote thereat to
     authorize any such contract or transaction with like
     force and effect as if he were not such stockholder,
     director or officer of such other corporation or not so
     interested; every stockholder, director or officer of
     the Corporation being hereby relieved from any
     disability which might otherwise prevent him from
     carrying out transactions with or contracting with the
     Corporation for the benefit of himself or any firm or
     corporation, association, trust or organization in
     which or with which he may be in any wise interested or
     connected.

                            ARTICLE X
                            ---------

          The Corporation shall indemnify its officers and
     directors and may indemnify its other employees or
     agents to the full extent permitted by law if any such
     person was or is a party, or is threatened to be made a
     party, to any threatened, pending or completed action,
     suit or proceeding, whether civil, criminal,
     administrative or investigative, by reason of the fact
     that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the
     request of the corporation as a director, officer,
     employee or agent of another corporation, partnership,
     joint venture, trust or other enterprise, against
     expenses (including attorney's fees), judgments, fines
     and amounts paid in settlement actually and reasonably
     incurred by him in connection with such action, suit or
     proceeding.  Such right of indemnification shall not be
     deemed exclusive of any other rights to which such
     person may be entitled under any bylaw, agreement, vote
     of shareholders or otherwise.

                           ARTICLE XI
                           ----------

          No director of the Corporation shall be liable to
     the Corporation or any of its shareholders or member
     for monetary damages for an act or omission in the
     director's capacity as a director provided, however,
     that the limitation of liability contained in this
     Article XI shall not eliminate or limit the liability
     of a director for:

     1.   A breach of a director's duty of loyalty to the
          Corporation or its shareholders or members;

                               -3-

<PAGE>

     2.   An act or omission not in good faith or that
          involves intentional misconduct or a knowing
          violation of the law;

     3.   A transaction from which a director received an
          improper benefit, whether or not the benefit
          resulted from an action taken within the scope of
          the director's office;

     4.   An act or omission for which the liability of a
          director is expressly provided for by statute; or

     5.   An act related to an unlawful stock repurchase or
          payment of a dividend.

                           ARTICLE XII
                           -----------

          The Corporation reserves the right to amend,
     alter, change or repeal any provision contained in the
     Articles of Incorporation, in the manner now or
     hereafter prescribed by statue, and all rights
     conferred upon stockholders herein are created subject
     to these reservations.

                          ARTICLE XIII
                          ------------

          The total number of shares of preferred stock
     which the Corporation shall have the authority to issue
     is one hundred million (100,000,000), each of which
     shall have a par value of $1.00.

          Authority is expressly granted to and vested in
     the Board of Directors of the Corporation to provide
     for the issuance of the preferred stock in one or more
     series and in connection therewith to fix by
     resolutions providing for the issue of such series the
     number of shares to be included in such series and the
     designations and such voting powers, full or limited,
     or no voting powers, and such of the preferences and
     relative, participating, option or special rights, and
     the qualifications, limitations or restrictions
     thereof, of such series of preferred stock, to the full
     extent now or hereafter permitted by the laws of the
     State of Texas.

                           ARTICLE XIV
                           -----------

          Each ten (10) shares of previously authorized
     common stock of the corporation, par value 0.001 per
     share, issued and outstanding immediately prior to the
     time of the filing and recording of these Amended and
     Restated Articles of Incorporation (the "Amendment")
     with the Office of the Secretary of State of the State
     of Texas shall thereby and thereupon automatically be
     combined without any further action into one (1)
     validly issued, fully paid and nonassessable share of
     common stock of the corporation, par value $0.01 per
     share.  Further, every right, option and warrant to
     acquire ten (10) shares of common stock of the
     corporation, outstanding immediately prior to the time
     of filing and recording of the Amendment in the Office
     of the Secretary of State of the State of Texas, shall
     thereby and thereupon automatically be converted
     without any further action into the right to acquire
     one (1) share of common stock of the corporation, upon
     the terms of the right, option or warrant, except that
     the purchase price of the common stock, upon exercising
     the right, option or warrant, shall be proportionately
     increased. The corporation shall not issue fractional
     shares with respect to the combination or conversion.
     To the extent that a shareholder holds a number of
     shares of common stock immediately prior to the filing
     and recording of the Amendment that is not evenly
     divisible by ten (10), such shareholder shall receive
     one additional share of common stock for each
     fractional share otherwise issuable.  The number of
     shares of authorized common stock of the corporation
     will remain at 100,000,000 and will not be affected by
     the Amendment.

                               -4-

<PAGE>

                           ARTICLE III
                           -----------

     The number of shares of the Corporation outstanding at the
time of such adoption was 40,371,873 shares of common stock and
749,000 shares of preferred stock; and the number of shares
entitled to vote thereon was 40,371,873 shares of common stock
and 749,000 shares of preferred stock.  The holders of shares of
common stock and preferred stock were each entitled to vote on
the amendments as a class.

     ARTICLE IV

                           ----------

     The number of shares voted for such amendments, and the
number of shares voted against such amendments, were as follows:

       CLASS            SHARES VOTED FOR    SHARES VOTED AGAINST

    Common stock           33,842,837              29,280

  Preferred stock           749,000                   0




     Executed to be effective as of May 1, 1998.





                                   /s/ GEORGE DAVIS
                                   ------------------------------
                                   George Davis,
                                   Chairman of the Board and
                                      Chief Executive Officer





                               -5-