EXHIBIT 3.1(b)



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                                                        STATE OF DELAWARE     
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                    FILED 02:00 PM 10/21/1994
                                                       944201355 - 2387425
                        
                          CERTIFICATE OF CORRECTION OF
                          AGREEMENT AND PLAN OF MERGER
                                       OF
                       ALPINE INTERNATIONAL CORPORATION,
                             A DELAWARE CORPORATION
                                      AND
                       ALPINE INTERNATIONAL CORPORATION,
                            A CALIFORNIA CORPORATION

It is hereby certified that:

     1. The name of the corporation (hereunder called "Corporation") is Alpine
International Corporation.

     2. The Agreement and Plan of Merger of Alpine International Corporation, a
Delaware Corporation and Alpine International Corporation, a California
corporation, which was filed by the Secretary of State of Delaware on September
28, 1994 (the "Merger Agreement"), hereby corrected.

     3. The inaccuracy to be corrected in the Merger Agreement is that the name
"Alpine International Corporation, a California corporation" appearing in the
first paragraph of the Merger Agreement and signature block thereof shall be
deleted and in lieu thereof the name "Alpine Merger Corporation, a California
Corporation" shall be inserted.

Signed on October 18, 1994

                                   Alpine International Corporation,
                                   a Delaware corporation

                                   /s/ [ILLEGIBLE]
                                   --------------------------------------------


                                   Alpine Merger Corporation,
                                   a California corporation

                                   /s/  [ILLEGIBLE]
                                   --------------------------------------------

WITNESSED BY:

/s/ Sandy Y.K. Tang
--------------------------
     SANDY Y.K. TANG
      NOTARY PUBLIC
        HONG KONG

Rm #301 International Building 
3/F-141 Des Xouer Rol.
Central, Hong Kong


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                                                        STATE OF DELAWARE 
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                    FILED 02:00 PM 09/28/1994
                                                       944184201 - 2387425


                          AGREEMENT AND PLAN OF MERGER
                      OF ALPINE INTERNATIONAL CORPORATION,
                             A DELAWARE CORPORATION
                                      AND
                       ALPINE INTERNATIONAL CORPORATION,
                            A CALIFORNIA CORPORATION

     THE  AGREEMENT  AND  PLAN OF  MERGER,  dated  as of  June  30,  1994  (this
"Agreement"),   is  between  ALPINE   INTERNATIONAL   CORPORATION,   a  Delaware
corporation ("AIC Delaware") and ALPINE INTERNATIONAL  CORPORATION, a California
Corporation  ("Company") which  corporations sometimes are referred to herein as
the "Constituent Corporations."

                                    RECITALS

     A. AIC Delaware is a corporation duly organized and existing under the laws
of the State of Delaware and has an  authorized  capital of  30,500,000  shares,
30,000,000 of which are designated "Common Stock", $.05 par value and 500,000 of
which are designated  "Preferred Stock",  $10.00 par value per share. As of June
30, 1994, 100 shares of Common Stock were issued and  outstanding,  all of which
were held by Company.

     B. The Company is a corporation  duly organized and existing under the laws
of the State of California and has an authorized  capital of 30,500,000  shares,
30,000,000 of which are designated "Common Stock", $.05 par value and 500,000 of
which are designated  "Preferred Stock",  $10.00 par value per share. As of June
1, 1994,  3,335,830 shares of Common Stock and no shares of Preferred Stock were
outstanding.

     C. The Board of Directors of Company has  determined  that, for the purpose
of effecting  the  reincorporation  of Company in the State of  Delaware,  it is
advisable and in the best interests of Company and its shareholders that Company
merge with and into AIC Delaware upon the terms and conditions herein provided.

     D. The  respective  Boards of  Directors  of AIC  Delaware and Company have
approved this  Agreement and have directed that this Agreement be submitted to a
vote of their respective stockholders and executed by the undersigned officers.

     NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein,  AIC Delaware and Company  hereby agree,  subject to the terms and
conditions hereinafter set forth, as follows:

                                       I.
                                     Merger

     1.1 Merger.  In  accordance  with the  provisions  of this  

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Agreement,  the Delaware  General  Corporation  Law and the  California  General
Corporation  Law,  Company  shall be  merged  with and  into AIC  Delaware  (the
"Merger"),  the separate existence of Company shall cease and AIC Delaware shall
be, and is herein sometimes referred to as, the "Surviving Corporation," and the
name of the Surviving Corporation shall be "Alpine International Corporation."

     1.2 Filing and  Effectiveness.  The Merger shall become  effective when the
following actions have been completed:

          (a) This  Agreement has been adopted and approved by the  stockholders
of each  Constituent  Corporation  in accordance  with the  requirements  of the
Delaware General Corporation Law and the California General Corporation Law;

          (b) All of the conditions  precedent to the consummation of the Merger
specified  in this  Agreement  have been  satisfied  or duly waived by the party
entitled to satisfaction thereof;

          (c) An executed  Certificate  of Merger or an executed  counterpart of
this Agreement meeting the requirements of the Delaware General  Corporation Law
has been filed with the Secretary of State of the State of Delaware; and

          (d) An executed  Certificate  of Merger or an executed  counterpart of
this Agreement  meeting the requirements of the California  General  Corporation
Law has been filed With the Secretary of State of the State of California.

          The  date  and  time  when  the  Merger  shall  become  effective,  as
aforesaid, is herein called the "Effective Date of the Merger."

     1.3  Effect of the  Merger.  Upon the  Effective  Date of the  Merger,  the
separate  existence of Company  shall cease and AIC  Delaware,  as the Surviving
Corporation, (i) shall continue to possess all of its assets, rights, powers and
property as  constituted  immediately  before the Effective  Date of the Merger,
(ii) shall succeed, without other transfer, to a11 of the assets, rights, powers
and property of Company in the manner more fully set forth in Section 259 of the
Delaware General Corporation Law {iv) shall continue to be subject to all of its
debts,  liabilities  and  obligations  as  constituted  immediately  before  the
Effective Date of the Merger and (v) shall succeed,  without other transfer,  to
all of the debts,  liabilities  and obligations of Company in the same manner as
if AIC Delaware had itself  incurred  them, all as more fully provided under the
applicable provisions of the Delaware General Corporation Law and the California
General Corporation Law.

                                      II.
                   CHARTER DOCUMENTS, DIRECTORS AND OFFICERS

     2.1  Certificate of  Incorporation.  The Certificate of  Incorporation  AIC
Delaware as in effect  immediately before the Effective Date of the Merger shall
continue in full force and

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effect as the Certificate of  Incorporation of the Surviving  Corporation  until
duly amended in accordance with the provisions thereof and applicable law.

     2.2 By-laws. The By-laws of AIC Delaware as in effect  immediately  before
the Effective  Date of the Merger shall continue in full force and effect as the
By-law of the Surviving  Corporation  until duly amended in accordance  with the
provision thereof and applicable law.

     2.3 Directors and Officers.  Directors and Officers of Company  immediately
before the  Effective  Date of the Merger shall be the directors and officers of
the  Surviving  Corporation  until their  successors  have been duly elected and
qualified  or  until  as  otherwise   provided  by  law,  the   Certificate   of
Incorporation  of the  Surviving  Corporation  or the  By-laws of the  Surviving
Corporation.

                                      III.
                         MANNER OF CONVERSION OF STOCK

     3.1 Company Common Shares. Upon the Effective Date of the Merger, each four
shares  of  Company  Common  Stock,  $.05  par  value,  issued  and  outstanding
immediately  before  the  Effective  Date of the  Merger  shall by virtue of the
Merger and without any action by the Constituent Corporations,  by the holder of
such shares or by any other person be converted into and exchanged for one fully
paid and  nonassessable  share of Common Stock, $.05 par value, of the Surviving
Corporation.

     3.2 Company  Warrants.  Upon the Effective  Date of the Merger,  a11 of the
outstanding  Warrants,  which  prior to that time  represented  warrants  of the
Company  shall  be  deemed  for a11  purposes to  evidence  ownership  of and to
represent  Warrants of AIC Delaware and shall be so  registered on the books and
records of the Surviving Corporation or its transfer agent.

     3.3 AIC Delaware Common Stock. Upon the Effective Date of the Merger,  each
share of Common Stock,  $.05 par value,  of AIC Delaware  issued and outstanding
immediately  before the  Effective  Date of the Merger  shall,  by virtue of the
Merger and without any action by AIC  Delaware,  by the holder of such shares or
by any other  person be canceled and  returned to the status of  authorized  but
unissued shares.

     3.4 Exchange of Certificates.  After the Effective Date of the Merger, each
holder of an outstanding certificate representing shares of Company Common Stock
shall surrender the same for cancellation to OTR/California, 1130 S.W. Morrison,
Suite 250, Portland, Oregon 97208, as exchange agent (the "Exchange Agent"), and
each  such  holder  shall  be  entitled  to  receive  in  exchange  therefore  a
certificate or certificates  representing  the number of shares of the Surviving
Corporation  Common Stock into which the  surrendered  shares were  converted as
herein provided. Until so surrendered,  each outstanding certificate theretofore
representing

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shares of Company Common Stock shall be deemed for all purposes to represent the
number of shares of the Surviving  Corporation's  a Common Stock into which ouch
shares of Company  Common Stock were  converted  in the Merger.  To the extent a
stockholder  holds a number of shares not evenly  divisible by four, the Company
will round up such amount to the next full share.

     Each certificate  representing Common Stock of the Surviving Corporation so
issued in the  Merger  shall  bear the same  legends,  if any,  with  respect to
restrictions on  transferability as the certificates of Company so converted and
given  in  exchange  therefore  unless  otherwise  determined  by  the  Board of
Directors of the Surviving Corporation in compliance with applicable laws.

     If any  certificate  for shares of AIC Delaware  stock is to be issued in a
name other than that in which the certificate  surrendered in exchange  therefor
is registered,  it shall be a condition of issuance thereof that the certificate
so  surrendered  shall be properly  endorsed  and  otherwise  in proper form for
transfer, that such transfer  otherwise be proper and that the person requesting
such  transfer pay to the Exchange  Agent any transfer or other taxes payable by
reason of  issuance of such new  certificate  in the name other than that of the
registered   holder  of  the   certificate   surrendered  or  establish  to  the
satisfaction of AIC Delaware that such tax has been paid or is not payable.

                                      IV.
                                    GENERAL

     4.1  Covenants of AIC Delaware.  AIC Delaware  covenants and agrees that it
will, on or before the Effective Date of the Merger:

     (a) File all documents  with the California  Franchise Tax Board  necessary
for the  assumption by AIC Delaware of all of the franchise tax  liabilities  of
Company.

     (b) Take such other  actions as may be required by the  California  General
Corporation Law.

     4.2  Further  Assurances.  From time to time,  as and when  required by AIC
Delaware or by its successors or assigns,  there shall be executed and delivered
on behalf of Company such deeds and other instruments,  and there shall be taken
or  caused  to be  taken  by it such  further  and  other  actions  as  shall be
appropriate  or necessary in order to vest or prefect in or conform of record or
otherwise  by AIC  Delaware  the title to and  possession  of all the  property,
interest,  assets,  rights  privileges,   immunities,   powers,  franchises  and
authority of Company and  otherwise to carry out the purpose of this  Agreement,
and the officers and directors of AIC Delaware are fully  authorized in the name
and on behalf of Company or  otherwise  to take a11 such  actions and to execute
and deliver all such deeds and other instruments.

     4.3 Abandonment.  At any time before the Effective Date of 

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the Merger, this Agreement may be terminated and the Merger may be abandoned for
any  reason  whatsoever  by the  Board of  Directors  of either  Company  or AIC
Delaware,  or of both,  notwithstanding  the  approval of this  Agreement by the
shareholders of Company or by the sole stockholder of AIC Delaware, or by both.

     4.4  Amendment. At any time before or after approval by the shareholders of
the Company, this Agreement may be amended in any manner (except that, after the
approval of the Agreement by the shareholders of Company the principal terms may
not be amended,  without the further approval of shareholders of the Company) as
may be determined in the judgment of the  respective  boards of directors of the
Constituent  Corporations to be necessary,  desirable or expedient,  in order to
clarify the  intention  of the  parties  hereto or to effect or  facilitate  the
purpose or intent of this Agreement.

     4.5 Registered Office.  The registered office of the Surviving  Corporation
in the State of Delaware  located at 32  Loockerman  Square,  Suite 100,  Dover,
Delaware 19904, and The Prentice-Hall Corporation System, Inc. is the registered
agent of the Surviving Corporation at such address.

     4.6  Agreement.  Executed  copies of this  Agreement will be on file at the
principal  place of  business of the  Surviving  Corporation  at 1200 S.W.  Main
Street  Building,  Portland  Oregon  97205,  and, upon request and without cost,
copies  thereof  will be  furnished  to any  stockholder  of either  Constituent
Corporation.

     4.7  Governing  Law.  This  Agreement  shall in all respects be  construed,
interpreted  and  enforced in  accordance  with and  governed by the laws of the
State of  Delaware  and,  so far as  applicable,  the Merger  provisions  of the
California General Corporation Law.

     4.8 Counterparts.  In order to facilitate this filing and recording of this
Agreement, the same may be executed in any number of counterparts, each of which
is deemed to be an original and all of which together  shall  constitute one and
the same instrument.

     IN  WITNESS   WHEREOF,   this  Agreement  having  first  been  approved  by
resolutions  of the Boards of  Directors  of AIC  Delaware and Company is hereby
executed on behalf of each of such two

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corporations   and  attested  by  their  respective   officers   thereunto  duly
authorized.

                                        ALPINE INTERNATIONAL CORPORATION
                                        a Delaware corporation
                                        
                                        By: /s/   [ILLEGIBLE]
                                           ------------------------------------
                                        
ATTEST:

/s/ Robert Trapp
--------------------------------
                                        
                                        
                                        ALPINE INTERNATIONAL CORPORATION
                                        a California corporation

                                        By: /s/   [ILLEGIBLE]
                                           ------------------------------------

ATTEST:

/s/ Robert Trapp
--------------------------------

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                          CERTIFICATE OF SECRETARY OF
                        ALPINE INTERNATIONAL CORPORATION

The undersigned, being the Secretary of Alpine International Corporation, does
hereby certify that the foregoing Plan and Agreement of Merger was submitted to
the stockholders entitled to vote of said corporation at a special meeting
thereof for the purpose of acting on the Plan and Agreement of Merger.

     The holders of all of the outstanding stock of said corporation dispensed
with a meeting and vote of stockholders, and all of the stockholders entitled to
vote consented in writing, pursuant to the provisions of Section 228 of the
General Corporation Law of the State of Delaware, to the adoption of the
foregoing Plan and Agreement of Merger.

Dated: September 27, 1994


                                      /s/ Robert Trapp
                                      --------------------------------
                                      Secretary of Alpine
                                       International Corporation