FIRST AMENDMENT TO THE
                 ACCESS POWER, INC. STOCK OPTION PLAN 


     This First Amendment to the Access Power, Inc. Stock Option Plan

(the "Plan"), is made effective as of March 25, 1998.



     1.   Section 5.1 of the Plan shall be amended to read as follows:

               "5.1  The aggregate number of Shares with
          respect to which Options may be granted pursuant
          to the Plan shall not exceed 2,500,000 Shares. 
          The maximum number of Shares with respect to which
          Options may be granted under the Plan to any one
          Employee shall not exceed 250,000 Shares."
 

     All the provisions of the Plan not specifically mentioned in this

First Amendment shall be considered modified to the extent necessary

to be consistent with the changes made in this First Amendment.


                                   Access Power, Inc.



                                   By___________________________