RESTATED AND AMENDED ARTICLES OF INCORPORATION
                                OF
                  DIGITAL POWER HOLDING COMPANY
                     (formerly INTER-VENTURE)

The undersigned officers of Digital Power Holding Company, formerly 
Inter-Venture a Nevada corporation (hereinafter referred to as the 
"Corporation"), desiring to amend and restate in their entirety the Articles
of Incorporation of the Corporation in accordance with the laws of the state
of Nevada, do hereby sign, verify, and deliver, in duplicate, to the Secretary
of State of the state of Nevada these Restated Articles of Incorporation of
the Corporation, which have been adopted by the board of directors and by the
shareholders and which shall supersede the original articles of Incorporation
and all a amendments thereto.

                            ARTICLE I
 
The name of the Corporation shall be DIGITAL POWER HOLDING COMPANY
(AMENDED)

                           ARTICLE II 

                        PERIOD OF DURATION

The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
(AMENDED)
 
                           ARTICLE III

                       PURPOSES AND POWERS

The purposes for which the Corporation is organized are:

To act as a holding company for, and to hold all of the shares of, Digital
Power Corporation, a California corporation.

To acquire, develop, or engage in any business ventures or enterprises
whatsoever; to own and operate any business ventures or enterprises
whatsoever; to acquire, hold, and dispose of real or personal property and
property of any kind of nature, tangible or Intangible; and generally to do
any act convenient to the foregoing.
 
To do all and everything necessary, suitable, convenient, or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the objects herein enumerated or incidental to the powers herein named or
which shall at any time appear conducive or expedient for the protection or
benefit of the Corporation, with all the powers hereafter conferred by the
laws under which this Corporation is organized; and 

To engage in any and all other lawful purposes, activities, and pursuits
whether similar or dissimilar to the foregoing, and to conduct any lawful
business for which a corporation may be organized under the laws of Nevada.

                            ARTICLE IV
                        AUTHORIZED SHARES

The Corporation is authorized to issue a total of 27,000,000 shares consisting
of 2,000,000 shares of preferred stock having a par value of $0.0l per share,
and 25,000,000 shares of common stock having a par value of $0.01 per share.
The powers, preferences, rights, qualifications, limitations, or restrictions
of the shares of stock of each class and series which the Corporation is
authorized to issue, is as follows: 
(a) Preferred Stock.  Shares of preferred Stock may be issued from time to
time in one or more series as may from time to time be determined by the board
of directors.  Each series shall be distinctly designated.  All 
shares of any one series of the Preferred Stock shall be alike in every
particular except that there may be different dates from which dividends
thereon, if any, shall be cumulative.  If made cumulative the powers,
preferences, participation, optional, and other rights of each such shares and
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding. Except as
hereinafter provided, the board of directors of the Corporation is hereby
expressly granted authority to fix by resolution or resolutions adopted prior
to the issuance of any shares of each particular series of Preferred Stock,
the designation, powers, preferences and relative participating, optional, and
other rights and the qualifications, limitations and restrictions thereof, if
any, of such shares, including, without limiting the generality of the
foregoing, the following: 
(i) The distinctive designation of, and the number of shares of Preferred
Stock which shall constitute, each series, which number may be increased
(except as otherwise fixed by the board of directors) or decreased (but not
below the number of shares thereof outstanding) from time to time by action of
the board of directors; 
(ii) The rate and times at which, and the terms and conditions on which,
dividends, if any, on shares of the series shall be paid; the extent of
preferences or relation, if any of such dividends to the dividends payable on
any other class or classes of stock of the Corporation or on any series of
Preferred Stock and whether such dividends shall be cumulative or
non-cumulative; 
(iii) The right, if any, of the holders of shares of the same series to
convert the same into, or exchange the same for, any other class or classes of
stock of the Corporation and the terms and conditions of such conversion or
exchange; 
(iv) Whether shares of the series shall be subject to redemption and the
redemption price or prices, including, without limitation, a redemption price
or prices payable in shares of any class or classes of stock of the
Corporation, cash, or other property and the time or times at which, and the
terms and conditions on which, shares of the series may be redeemed; 
(v) The rights, if any, of the holders of shares of the series on voluntary or
involuntary liquidation, merger, consolidation, distribution or sale of
assets, dissolution, or winding up of the Corporation; 
(vi) The terms of any sinking fund or redemption or purchase account, if any
to be provide for shares of the series; and 
(vii) The voting powers, if any, of the holders of shares of the series which
may, without limiting the generality of the foregoing, Include (A) the right
to more or less than one vote per share on any or all matters voted on by the
shareholders and (B) the right to vote as a series by itself or together with
other series of Preferred Stock or together with all series of Preferred Stock
as a class, on such matters, under such circumstances, and on such conditions
as the board of directors may fix including, without limitation, the right,
voting as a series by itself or together with other series of Preferred Stock
or together with all series of Preferred Stock as a class, to elect one or
more directors of the Corporation in the event there shall have been a default
in the payment of dividends on any one or more series of Preferred Stock or
under such other circumstances and on such conditions as the board of
directors may determine. 
(b) Common Stock.  The Common Stock shall have the following powers, rights,
qualifications, limitations, and restrictions: 
(i) After the requirements with respect to preferential dividends of
Preferred Stock if any, shall have been met and after the Corporation shall
comply with all the requirements, if any with respect to the setting aside of
funds as sinking funds or redemption or purchase accounts and subject further
to any other conditions which may be required by the laws of the state of
Nevada, then, but not otherwise the holders of Common Stock shall be entitled
to receive such dividends, if any, as may be declared from time to time by the
board of directors; 
(ii) After distribution in full of any preferential amount to be distributed
to the holders of Preferred Stock, if any, in the event of a voluntary or
involuntary liquidation, distribution or sale of assets, dissolution, or
winding up of the Corporation, the holders of the Common Stock shall be
entitled to receive all the remaining assets of the Corporation, tangible and
intangible, of whatever kind available for distribution to stockholders,
ratably in proportion to the number of shares of the Common Stock held by
each; and 
(iii) Except as may otherwise be required by law or these articles of
incorporation, in all matters as to which the vote or consent of stockholders
of the Corporation shall be required or be taken, including any vote to amend
the articles of incorporation, to increase or decrease the par value of any
class of stock, effect a stock split or combination of shares, or alter or
change the powers, preferences, or special rights of any class or series of
stock, the holders of the Common Stock shall have one vote per share of Common
Stock on all such matters and shall not have the right to cumulate their votes
for any purpose. 
(c) Other Provisions 
(i) The board of directors of the Corporation shall have authority to
authorize the issuance, from time to time without any vote or other action by
the stockholders, of any or all shares of the Corporation of any class at any
time authorized, and any securities convertible into or exchangeable for such
shares, in each case to such persons and for such consideration and on such
terms as the board of directors from time to time in its discretion lawfully
may determine; provided, however, that the consideration for the issuance of
shares of stock of the Corporation having par value shall not be less than
such par value shares so issued, for which the full consideration determined
by the board of directors has been paid to the Corporation, shall be fully
paid stock, and the holders of each stock shall not be liable for any further
call or assessment thereon
(ii) Unless otherwise provided in the resolution of the board of directors
providing for the issue of any series of Preferred Stock, no holder of shares
of any class of the Corporation or of any security of obligation convertible
into, or of any warrant, option, or right to purchase, subscribe for, or
otherwise acquire, shares of any class of the Corporation, whether now or
hereafter authorized, shall, as such holder, have any pre-emptive right
whatsoever to purchase, subscribe for, or otherwise acquire shares of any
class of the Corporation, whether now or hereafter authorized 
(iii) Anything herein contained to the contrary notwithstanding, any and all
right, title, interest, and claim in and to any dividends declared or other
distributions made by the Corporation, whether in cash, stock, or otherwise,
which are unclaimed by the stockholder entitled thereto for a period of six
years after the close of business on the payment date, shall be and be deemed
to be extinguished and abandoned; and such unclaimed dividends or other
distributions in the possession of the Corporation, its transfer agents, or
other agents or depositories, shall at such time become the absolute property
of the Corporation, free and clear of any and all claims of any person
whatsoever (AMENDED) 

                            ARTICLE V

                     LIMITATION ON LIABILITY

 A director or officer of the corporation shall have no personal liability to
the Corporation or for prior damages for breach of fiduciary duty as a
director or officer for damages for breach of fiduciary duty
resulting from (a) which involve intentional misconduct, fraud, or a knowing
violation of law, or (b) the payment of dividends in violation of section
78.300 of the Nevada Revised Statutes as it may from time to time be amended
or any successor provision thereto. 
(AMENDED)

                            ARTICLE VI
                            AMENDMENTS

The Corporation reserves the right to amend, alter, change, or repeal all or
any portion of the provisions contained in these articles of incorporation
from time to time in accordance with the laws of the state of Nevada, and all
rights conferred on stockholders herein are granted subject to this
reservation.
(AMENDED) 

                           ARTICLE VII
                 ADOPTION AND AMENDMENT OF BYLAWS

The initial bylaws of the Corporation shall be adopted by the board of
directors.  The power to alter amend, or repeal the bylaws or adopt new bylaws
shall be vested in the board of directors, but the stockholders of the
Corporation may also altar, amend or repeal the bylaws or adopt new bylaws. 
The bylaws may contain any provisions for the regulation or management of the
affairs of the Corporation not inconsistent with the laws of the state of
Nevada now or hereafter existing.
(AMENDED) 
                           ARTICLE VIII
              PRINCIPAL OFFICE AND REGISTERED AGENT

The address of the Corporation's principal office in the state of Nevada is
One East First Street, town of Reno, county of Washoe, state of Nevada 89501. 
The name of its initial resident agent in the state of Nevada is The
Corporation Trust Company of Nevada.  Either the registered office or the
resident agent may be changed in the manner provided by law.
 
                            ARTICLE IX
                            DIRECTORS

The governing board of the Corporation shall be known as the board of
directors. The number of directors comprising the board of directors shall be
fixed and may be increased or decreased from time to time in the manner
provided in the bylaws of the Corporation, except that at no time shall there
be less than three nor more than nine directors.
(AMENDED)

                            ARTICLE X 
                          INCORPORATORS 

The name and address of each incorporator is:
 
     NAME                                   ADDRESS
 Van L. Butler                        311 South State, #440
                                      Salt Lake City, UT 84111
 
 Leon W. Crockett                     311 South State, #440
                                      Salt Lake City, UT 84111
 
 Neil B. Smith                        311 South State, #440
                                      Salt Lake City, UT 84111
 (NOT AMENDED)

          ADOPTION OF RESTATED ARTICLES OF INCORPORATION

The foregoing Restated Articles of Incorporation were adopted by the
shareholders of the Corporation on February 26, 1989, pursuant to section of
78.403 of the Nevada Revised Statutes.  The Corporation has only one class of
shares issued and outstanding, that being common stock.  The number of shares
of common stock issued and outstanding and entitled to vote on the above date
was 25,217,762.  The number of shares voted in favor of adoption of the
Restated Articles of Incorporation was 17,021,998, which was a majority of
such shares, no shares were voted against such adoption.
 
We the undersigned, being the president and the secretary of the Corporation,
herein before named, do make and file these Restated Articles of
Incorporation, hereby certifying that the facts herein are true.  We do
further verify that the we have been duly authorized by the board of directors
of the Corporation to make and file these Restated Articles of Incorporation. 
 DATED this 24 day of February, 1989 

/s/Claude Adkins, President        /s/Robert L. Batty, Secretary

STATE OF CALIFORNIA    )
COUNTY OF SANTA CLARA  )

On this 24 day of May, 1989, personally appeared before me, the undersigned, a
notary public, Claude Adkins and Robert L. Batty, who being by me first duly
sworn, declared that they are the president and secretary, respectively, of
the above named corporation, acknowledged that they signed the foregoing
Restated Articles of Incorporation, and  verified that the statements
contained therein are true. 

WITNESS MY HAND AND OFFICIAL SEAL

Sandra Y. Hovey Notary Public

Residing in Santa Clara County 

My commission expires 6/62/89