ARTICLES OF EXCHANGE
OF
OTS HOLDING, INC.
(Now known as THIN FILM BATTERY, INC.)
Pursuant to the provisions of Colorado Corporation Law, the following
Articles of Exchange are hereby submitted by OTS Holding, Inc., now known as
Thin Film Battery Inc. (the "Corporation").
1. On the 7th day of April, 2000, the Corporation entered into an
Acquisition Agreement and Plan of Reorganization ("Acquisition Agreement") for
an exchange of shares whereby the Corporation acquired all the issued and
outstanding shares of capital stock of Thin Film Battery Inc., a Nevada
corporation, in exchange for 15,340,002 shares of the Corporation's
authorized but previously unissued Common Stock. The shares of the
Corporation's Common Stock issued pursuant to the Acquisition Agreement
represent effective control of the Corporation. Also, pursuant to the terms
of the Acquisition Agreement, the Corporation changed its corporate name to
Thin Film Battery Inc.
2. This exchange was made pursuant to Section 0-000-000 Colorado
Corporation Act. The exchange complied with Colorado and Nevada laws.
In witness whereof, we have on the 7th day of April, 2000 executed these
Articles of Exchange of OTS Holdings, Inc.
OTS HOLDINGS, INC.
/s/ Xxxx X. Xxxxxxxxxx
Xxxx Xxxxxxxxxx
President