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                              ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                                  ALPNET, INC.


         Pursuant to the provisions of Sections 16-10a-1001, ET. SEQ, UTAH CODE
ANN. (1953), as amended, ALPNET, INC., a Utah corporation (the "CORPORATION")
hereby adopts these Articles of Amendment to its Restated Articles of
Incorporation:

         1.  The name of the Corporation is ALPNET, Inc.

         2.  By this amendment (the "AMENDMENT"), Article Fourth of the Restated
Articles of Incorporation of the Corporation, as previously amended, is hereby
amended in its entirety to read as follows:

                                     FOURTH

                  The aggregate number of shares of stock that the Corporation
         has authority to issue is 100,000,000 shares of no par value Common
         Stock and 4,000,000 shares of preferred stock. The Board of Directors
         is authorized to establish series of such preferred shares, to fix and
         determine variations in the relative rights and preferences as between
         the series of preferred shares so established, and to fix and determine
         the terms thereof, including dividend or interest rates, conversion
         prices, voting rights, maturity dates and similar matters relative
         thereto. There shall be no preemptive rights to the issuance of shares
         of stock of the Corporation.

                  All shares of preferred stock of all series shall be of equal
         rank and shall be identical in all respects, except with respect to the
         terms and provisions that may be fixed and determined by the Board of
         Directors. If the stated dividends on preferred stock are not declared
         or set apart for payment, or are not paid in full, the shares of all
         series of preferred stock shall share ratably in the payment of
         dividends in accordance with the sums that would be payable upon and
         with respect to the shares if all dividends were declared and paid in
         full. If the assets of the Corporation available for distribution to
         the holders of preferred stock upon any liquidation, dissolution or
         winding up or reduction in capital of the Corporation are insufficient
         to pay in full the sums payable to these holders in these events, the
         shares of all series of preferred stock shall share ratably in any
         distribution of assets in proportion to the amounts that the holders
         respectively would have received if the assets were sufficient to
         permit the payment in full of those sums. The holders of the
         Corporation's common stock and preferred stock shall all vote as one
         class.


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                  The Corporation is authorized to issue 87,339 shares of $2.81
         convertible, voting, non-cumulative 10% preferred stock, series D,
         without par value (the "SERIES D PREFERRED STOCK"), having the
         preferences, limitations and relative rights set forth in the Series D
         Preferred Stock certificate which is attached hereto and is
         incorporated herein by reference.

         3. The date of the adoption of the Amendment by the shareholders of the
Corporation was May 23, 2000.

         4. As of March 10, 2000, the record date of the meeting of
shareholders at which the Amendment was approved, there were outstanding
27,944,340 shares of the Corporation's Common Stock, without par value, and
87,339 shares of series D Preferred Stock having voting rights as if the
Preferred Stock had been converted to common shares at the ratio of nine
common shares for each preferred share, for a total equivalent number of
786,051 shares. Each such share was entitled to one (1) vote on the adoption
of the Amendment.

         5. The number of votes represented at the meeting of shareholders at
which the Amendment was adopted was 27,429,365, and the number of votes cast
for the adoption of the Amendment was 26,861,806, the number of votes cast
against the adoption of the Amendment was 463,854, and the number of votes
abstaining from voting on the Amendment was 103,705. The number of votes cast
for the adoption of the Amendment was sufficient under the Corporation's
Restated Articles of Incorporation and applicable law for the approval of the
Amendment.

         The undersigned does hereby acknowledge, under penalties of perjury,
that this document is the act and deed of the Corporation, and that the facts
herein stated are true.

         THESE ARTICLES OF AMENDMENT OF ALPNET, INC., a Utah corporation, are
adopted and dated effective as of May 24, 2000.


                                       ALPNET, INC., a Utah corporation



ATTEST:                                By: /s/ John W. Wittwer
                                          -----------------------------------
                                               JOHN W. WITTWER
                                               Its Vice President Finance and
                                               Chief Financial Officer

By: /s/ James R. Morgan
   ---------------------
        JAMES R. MORGAN
        Its Secretary


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