CERTIFICATE OF AMENDMENT
                                      OF
                           ARTICLES OF INCORPORATION
                                      OF
                                ALPHAREL, INC.



Benjamin M. Brink and John P. Belton, Jr. certify that:
     
     1.   They are the president and secretary, respectively, of ALPHAREL,
          INC., a California corporation.
     
     2.   The articles of incorporation of this corporation are amended to add
          the following articles:
                                       
                                      IV.
          
          The liability of the directors of the corporation for
          monetary damages shall be eliminated to the fullest
          extent permissible under California law.
                                       
                                      V.
          
          This corporation is authorized to provide
          indemnification of agents (as defined in Section 317
          of the General Corporation Law of California) for
          breach of duty to the corporation and its shareholders
          through bylaw provisions or through agreements with
          the agents, or otherwise, in excess of the
          indemnification otherwise permitted by Section 317 of
          the General Corporation Law of California, subject to
          any limitations on indemnification under the General
          Corporation Law of California which cannot be waived.
     
     3.   The foregoing amendment of articles of incorporation
          has been duly approved by the board of directors.
     
     4.   The foregoing amendment of articles of incorporation
          has been duly approved by the required vote of
          shareholders in accordance with Section 902 of the
          Corporations Code.  The total number of outstanding
          shares of the corporation is 9,187,407.  The number of
          shares voting in favor of the amendment equaled or
          exceeded the vote required.  The percentage vote
          required was more than 50%.



We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this
certificate are true and correct of our own knowledge.

Dated:  May 24, 1988
                              /S/ Benjamin M. Brink
                              ------------------------------------
                              Benjamin M. Brink, President
                              
                              
                              /S/ John P. Belton, Jr.
                              ------------------------------------
                              John P. Belton, Jr., Secretary