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

          
          MICHAEL J. McGOVERN and VIVIAN TEASLEY certify that:
          
          1.   They are the President and the Secretary, respectively, of
Alpharel, Inc., a California corporation.
          
          2.   Article III(a) of the Articles of Incorporation of this
corporation is amended to read as follows:
               
               (a)  This corporation is authorized to issue two
          classes of capital stock designated as "Common Stock"
          and "Preferred Stock," respectively.  The number of
          shares of Common Stock authorized to be issued is
          1,000,000.  The Preferred Stock shall have a par value
          of $1.00 per share and an aggregate par value of
          $1,000,000.00.  Upon the amendment of this Article to
          read as herein set forth, each outstanding share of
          Common Stock is split up and converted into two
          shares.
          
          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 and 903 of the Corporations Code.  The total number of outstanding shares
of the corporation is 2,596,549 shares of Common Stock and 478,261 shares of
Series A Preferred Stock.  The number of shares voting in favor of the
amendment equaled or exceeded the vote required.  The percentage vote required
was more than 50% of the Common Stock and more than 50% of the Series A
Preferred Stock.
          
          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:  March 11, 1987
                              /S/ Michael J. McGovern
                              ----------------------------------
                              MICHAEL J. McGOVERN, President
                              
                              
                              /S/ Vivian Teasley
                              ----------------------------------
                              VIVIAN TEASLEY, Secretary