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                                                  CORPORATE ACCESS NUMBER
                                                        20358149

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                             BUSINESS CORPORATIONS ACT



                                   CERTIFICATE

                                       OF

                                    AMENDMENT


POWER PLUS CORPORATION

AMENDED ITS ARTICLES ON AUGUST 1, 1996.



                                                  /s/ [illegible]
[seal]                                     ----------------------------------
                                              Registrar of Corporations


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                        BUSINESS CORPORATIONS ACT                  FORM 4
                           (SECTION 27 OR 171)


ALBERTA
CONSUMER AND CORPORATE AFFAIRS                            ARTICLES OF AMENDMENT
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1.  NAME OF CORPORATION:                            2.  CORPORATE ACCESS NUMBER:

    BATTERY ONE, INC.                                   20358149
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3.  THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED IN ACCORDANCE
    WITH THE BUSINESS CORPORATION ACT AS FOLLOWS:

     (1)  Pursuant to Section 167(1) of the BUSINESS CORPORATIONS ACT 
          (Alberta), Item 1 is hereby amended by changing the name of 
          the Corporation to "Power Plus Corporation".

     (2)  Pursuant to Section 36(1) of the BUSINESS CORPORATIONS ACT 
          (Alberta), the stated capital of the Corporation is hereby reduced 
          by deducting from the stated capital account from the common shares 
          of the Corporation an amount equal to $26,670,824.  Item 2

     (3)  Pursuant to Section 167(1) of the BUSINESS CORPORATIONS ACT 
          (Alberta), Item 6 is hereby amended by the addition of the 
          provisions as set forth in Schedule "A" attached hereto and made a 
          part hereof.





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4.  DATE                    SIGNATURE                         TITLE

    July 25, 1996          /s/ [illegible]                  President

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FOR DEPARTMENTAL USE ONLY                                               FILED

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                              SCHEDULE "A"

                   ATTACHED TO AND FORMING PART OF THE
                ARTICLES OF AMENDMENT OF BATTERY ONE, INC.
                           DATED JULY 25, 1996
             
             The following provisions apply to the the Corporation:

(I)     ROTATING BOARD

        (A)  As used in this paragraph (1), the term "whole board of 
             directors" means the total number of directors which the 
             Corporation would have if there were no vacancies.

        (B)  The board of directors shall be divided into 3 classes, as 
             nearly equal in number as the then total number of directors 
             constituting the whole board of directors permits, with the term 
             of office of one class expiring at the annual meeting of 
             shareholders of each year.

        (C)  At the annual meeting of shareholders held in 1996 directors of 
             the first class shall be elected to hold office for a term 
             expiring at the next succeeding annual meeting of shareholders, 
             directors of the second class shall be elected to hold office 
             for a term expiring at the second succeeding annual meeting of 
             shareholders and directors of the third class shall be elected 
             to hold office for a term expiring at the third succeeding 
             annual meeting of shareholders.

        (D)  At each annual meeting of shareholders the successors to the 
             class of directors whose term shall then expire shall be elected 
             to hold office for a term expiring at the third succeeding 
             annual meeting of shareholders.

(II)    VACANCIES

        (A)  A quorum of the directors may appoint a person to fill any 
             vacancy among the directors except a vacancy

             (1)  resulting from an increase in the number of minimum number 
                  of directors,

             (2)  resulting from a failure by the shareholders to elect the 
                  number of minimum number of directors required by the 
                  articles, or

             (3)  which is filed by the shareholders as provided in section 4 
                  of this paragraph (1).

        (B)  A director elected or appointed to fill a vacancy among the 
             directors shall hold office for the unexpired term of his 
             predecessor.

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(III)   REMOVAL OF DIRECTORS

        (A)  The shareholders may only remove a director from office by 
             ordinary resolution at a special meeting of shareholders at 
             which the holders of 70% or more of the outstanding shares in 
             the capital of the Corporation entitled to vote generally for 
             the election of directors are present in person or represented 
             by proxy.

        (B)  No director may be removed from office by an ordinary 
             resolution of shareholders at a general or special meeting of 
             shareholders at which at the time time the vote on the ordinary 
             resolution takes place the holders of 70% or more of the 
             outstanding shares in the capital of the Corporation entitled to 
             vote generally in the election of directors are not present in 
             person or represented by proxy.

        (C)  Where a director is removed from office in accordance with this 
             section, the shareholders may by ordinary revolution at such 
             special meeting elect a person to fill the vacancy created by the 
             removal of such director, failing which it may be filled by the 
             directors.

        (D)  A resolution to remove a director from office may not be made at 
             any meeting of shareholders unless prior notice in writing of 
             the resolution has been given to the Corporation, delivered or 
             mailed by first-class mail, postage prepaid, and received by the 
             Secretary of the Corporation not less than 14 days nor more than 
             50 days prior to such meeting of shareholders.

(IV)    NOMINATIONS FOR THE ELECTION OF DIRECTORS

        (A)  Nominations for the election of directors may be made by the 
             board of directors or by any shareholder entitled to vote for 
             the election of directors.

        (B)  Such nominations must be made by notice in writing to the 
             Corporation, delivered or mailed by first-class mail, postage 
             prepaid, and received by the Secretary not less than 14 days nor 
             more than 50 days prior to any meeting of the shareholders 
             called for the election of directors.

        (C)  Each notice under this subparagraph 4 shall set forth

             (1)  the name, age, business address and residence address of 
                  each nominee proposed in such notice,

             (2)  the principal occupation or employment of such nominee for 
                  the preceding 5 years,

             (3)  the number of shares in the capital of the Corporation 
                  which are beneficially owned by such nominee, and

             (4)  a declaration by each such nominator and nominee that such 
                  nominee has not been found by a court in Canada or 
                  elsewhere to be of unsound mind and does not have the 
                  status of bankrupt.

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        (D)  The Chairman of the meeting may, in his sole discretion, 
             determine and declare to the meeting that a nomination was not 
             made in accordance with the foregoing procedure, and if he 
             should so determine, he shall so declare to the meeting and the 
             defective nomination shall be disregarded.

(V)     AMENDMENT OF ARTICLE 6 AND BY-LAW NO. 3
 
        (A)  Notwithstanding any other provisions of the Corporation's 
             articles or by-laws (and notwithstanding the fact that some 
             lesser percentage may be specified by law, the Corporation's 
             articles or by-laws), the affirmative vote of the holders of 70% 
             or more of the outstanding shares in the capital of the 
             Corporation entitled to vote shall be required to amend, alter, 
             change or repeal this Article 6 of the Corporation's articles as 
             in effect upon filing of the Articles of Amendment and receipt 
             of the Certificate of Amendment under the BUSINESS CORPORATIONS 
             ACT (Alberta), in respect hereto or By-law  No. 3 of the 
             Corporation's by-laws.