WATERFORD INTERNATIONAL, INC.
and
ATI, INC. DBA AMERICAN TECHNOLOGIES, INC.

ARTICLES OF SHARE EXCHANGE  

     Pursuant to the provisions of the Colorado Business Corporation Act (CRS 
7-7-101, et seq., as amended) the undersigned corporations adopt the 
following Articles of SHARE EXCHANGE:  

     FIRST:  Attached hereto as Exhibit A is the Plan of Share Exchange of 
WATERFORD INTERNATIONAL, INC., a Colorado corporation, and ATI, INC. DBA 
AMERICAN TECHNOLOGIES, INC., a Wisconsin corporation.  

     SECOND:  The Plan of Share Exchange was duly adopted by the Boards of 
Directors of the respective corporations on April 21, 1998, and approved by 
the Board of Directors of WATERFORD INTERNATIONAL, INC. on April 21, 1998, and 
by the shareholders of ATI, INC. DBA AMERICAN TECHNOLOGIES, INC., on April 21, 
1998, in the manner prescribed by Section 7-111-103(1-9) of the Colorado 
Business Corporation Act.  The number of shares voted for the Plan of Share 
Exchange was, with respect to each corporation, sufficient for approval as 
set forth below.

(A)     The number of shares of WATERFORD INTERNATIONAL, INC. outstanding at 
the time of such adoption was 2,217,500, and the number of Shares entitled to 
vote thereon was:

2,217,500.

The number of shares of ATI, INC. DBA AMERICAN TECHNOLOGIES, INC. outstanding 
at the time of such adoption was 2,753,840, and the number of shares entitled 
to vote thereon was:

2,753,840.

The designation and number of outstanding shares of each class entitled to 
vote thereon as a class were: 

NONE.



(B)     The number of shares voted for such Plan of Share Exchange by 
WATERFORD INTERNATIONAL, INC. was 2,000,000, and the number of shares voted 
against such Plan of Share Exchange was:

NONE.

     IN WITNESS WHEREOF, the following persons have duly executed and verify 
these Articles of Share Exchange this 21st day of April, 1998.

WATERFORD INTERNATIONAL, INC., 
a Colorado corporation  

Attest:

/s/ Mark T. Thatcher        /s/ Christopher O. Werner
_____________________       By:______________________  
MARK T. THATCHER,           CHRISTOPHER O. WERNER, 
Secretary                   President  


ATI, INC. DBA AMERICAN TECHNOLOGIES, INC., 
a Wisconsin corporation  

Attest:

/s/ William H. Geenen       /s/ Larry Bestor
_____________________       By:______________________  
WILLIAM H. GEENEN,          LARRY BESTOR,
Chief Financial Officer     President  

STATE OF WISCONSIN )
                   ) ss:
COUNTY OF          )

This instrument was acknowledged and executed before me this _____ day 
of _______________, 1998, by CHRISTOPHER O. WERNER, President of WATERFORD 
INTERNATIONAL, INC., a Colorado corporation.

                                   ______________________________
                                   Notary Public

My Commission Expires:  
[SEAL]



STATE OF WISCONSIN )
                   ) ss:
COUNTY OF          )

This instrument was acknowledged and executed before me this _____ day of 
_______________, 1998, by LARRY BESTOR, President of ATI, INC. DBA AMERICAN 
TECHNOLOGIES, INC., a Wisconsin corporation.

                                   ______________________________
                                   Notary Public

My Commission Expires:  
[SEAL]