EXHIBIT 4.4

                  [FRONT SIDE OF CERTIFICATE]



                INCORPORATED UNDER THE LAWS OF

                      [GRAPHIC OF EAGLE]

                          CALIFORNIA

NUMBER                                                SHARES

  B
   -----                                              ------

                        ALPHAREL, INC.

             SERIES B CONVERTIBLE PREFERRED STOCK

                        PAR VALUE $1.00



          This certifies that ___________ is the owner of
_________ shares of the capital stock of Alpharel, Inc.
transferable only on the books of the Corporation by the
holder hereof in person or by Attorney upon surrender of this
Certificate properly endorsed.

          IN WITNESS WHEREOF, the said Corporation has caused
this Certificate to be signed by its duly authorized officers
and its corporate seal to be hereonto affixed this ______ day
of ____________ A.D. 19__.



- -------------------------          -------------------------
                Secretary                          President



                       [Corporate Seal]



   SEE THE REVERSE SIDE HEREOF FOR CERTAIN RESTRICTIONS AND RIGHTS.



                 [REVERSE SIDE OF CERTIFICATE]

THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE ARE
REDEEMABLE UPON THE OCCURRENCE OF CERTAIN EVENTS. THE
PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE ARE
CONVERTIBLE BY THE HOLDER HEREOF AT ANY TIME AFTER 45 DAYS
FROM THE ORIGINAL DATE OF ISSUANCE AND BY ALPHAREL, INC. AT
ANY TIME AFTER 120 DAYS FROM THE ORIGINAL DATE OF ISSUANCE.
ALPHAREL, INC. WILL FURNISH AT ITS PRINCIPAL OFFICE, WITHOUT
CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A COMPLETE
STATEMENT OF THE RIGHTS, PREFERENCES, PRIVILEGES AND
RESTRICTIONS GRANTED TO OR IMPOSED ON THE PREFERRED SHARES
REPRESENTED BY THIS CERTIFICATE.

NEITHER THESE PREFERRED SHARES NOR THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THESE PREFERRED SHARES HAVE BEEN
REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER REGULATION S PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").
NEITHER THESE PREFERRED SHARES NOR THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THESE PREFERRED SHARES MAY BE
OFFERED OR SOLD IN THE UNITED STATES OR TO ANY U.S. PERSON (AS
SUCH TERM IS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO
AN APPLICABLE EXEMPTION FROM THE PROVISIONS OF THE ACT.

                        Alpharel, Inc.

             Series B Convertible Preferred Stock

                   Par Value $1.00 Per Share

                          Certificate

                              for

                       _______ shares of

                         Capital Stock

                           Issued to

            ______________________________________

                             Dated

                     _____________________

          For value received, ___________________ hereby sell,
assign and transfer unto _________________, ___________ shares
of the Capital Stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint ________ to
transfer the said stock on the books of the within-named
corporation with full power of substitution in the premises.

          Dated ___________________, 19___.

          In presence of ______________________________________

          [Notice:  The signature of this assignment must
correspond with the name as written upon the face of the
certificate in every particular, without alteration,
enlargement or any change whatever.]