ARTICLES OF AMENDMENT TO THE
                         ARTICLES OF INCORPORATION OF
                         NORTHERN DANCER CORPORATION
                             CHANGING ITS NAME TO
                              U.S. TRUCKING, INC.

     Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

     FIRST:  The name of the Corporation is NORTHERN DANCER CORPORATION.

     SECOND:  The following amendment was adopted on August 20, 1998, by the
Board of Directors, and on September 4, 1998, by a vote of the Shareholders of
the Corporation, in the manner prescribed by the Colorado Business Corporation
Act.  The number of shares voted for the amendment was sufficient for
approval.

     The FIRST Article shall be amended to read as follows:

          The name of the Corporation shall be U.S. TRUCKING, INC.

     The first paragraph of the FOURTH Article shall be amended to read as
follows:

               The aggregate number of shares which this Corporation shall
          have the authority to issue is Seventy-five Million (75,000,000)
          shares of no par value each, which shares shall be designated
          "Common Stock"; and Ten Million (10,000,000) shares of no par value
          each, which shares shall be designated "Preferred Stock" and which
          may be issued in one or more series at the discretion of the Board
          of Directors.  In establishing a series the Board of Directors shall
          give to it a distinctive designation so as to distinguish it from
          the shares of all other series and classes, shall fix the number of
          shares in such series, and the preferences, rights and restrictions
          thereof.  All shares of any one series shall be alike in every
          particular except as otherwise provided by these Articles of
          Incorporation or the Colorado Business Corporation Act.

     THIRD:  The manner, if not set forth in such amendments, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendments shall be effected, is as follows:  Not applicable.

     DATED:  September 4, 1998

                                  NORTHERN DANCER CORPORATION
                                  (Changing its name to U.S. TRUCKING, INC.)


                                  By /s/ Joseph E. O'Connor
                                     Joseph E. O'Connor, President