<PAGE>

                          CERTIFICATE OF INCORPORATION

                                       OF

                      COMPUFLIGHT OPERATIONS SERVICE, INC.


          The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the  purposes  hereinafter
stated,  under  the provisions and subject to the requirements of the laws of
the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and
the acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

          FIRST:  The name of the corporation (hereinafter called the
"corporation") is COMPUFLIGHT OPERATIONS SERVICE, INC.

          SECOND:  The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 229 South
State Street, City of Dover, County of Kent; and the name of the registered
agent of the corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.

          THIRD:  The nature of the business and the purposes to be conducted
and promoted by the corporation, which shall be in addition to the authority of
the corporation to conduct any lawful business, to promote any lawful purpose,
and to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware, are as
follows:

          To purchase, receive, take by grant, gift, devise, bequest, or
     otherwise, lease, or otherwise acquire, own, hold,  improve,  employ, use,
     and otherwise deal in and with real or personal property, or any interest
     therein, wherever situated,  and to sell,  convey,  lease,  exchange,
     transfer, or otherwise dispose of, or mortgage or pledge, all or any of its
     property and assets, or any interest therein, wherever situated.

          To engage generally in the real estate business as principal, agent,
     broker, and in any lawful capacity, and generally to take, lease, purchase,
     or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease,
     mortgage, work, clear, improve, develop, divide, and otherwise handle,
     manage, operate, deal in, and dispose of real estate, real property, lands,
     multiple-dwelling structures, houses, buildings, and other works, and any
     interest or right therein; to take, lease, purchase, or otherwise acquire,
     and to own, use, hold, sell, convey, exchange, hire, lease, pledge,
     mortgage, and otherwise handle, and deal in and dispose of, as principal,
     agent, broker, and in any lawful capacity, such personal property,
     chattels,

<PAGE>

     chattels  real,  rights, easements, privileges, choses in action, notes,
     bonds, mortgages, and securities as may lawfully be acquired, held, or
     disposed of; and to acquire, purchase, sell, assign, transfer, dispose of,
     and generally deal in and with as principal, agent, broker, and in any
     lawful capacity, mortgages and other interests in real,  personal,  and
     mixed properties; to carry on a general construction, contracting,
     building,  and  realty management business as principal,  agent,
     representative, contractor, subcontractor, and in any other lawful
     capacity.

          To carry on a general mercantile, industrial, investing,  and trading
     business  in all  its branches; to devise,  invent, manufacture,
     fabricate,  assemble,  install,  service,  maintain, alter, buy, sell,
     import, export, license as licensor or licensee, lease as lessor or lessee,
     distribute, job, enter into, negotiate, execute, acquire, and assign
     contracts in respect of, acquire, receive, grant, and assign licensing
     arrangements, options, franchises, and other rights in respect of, and
     generally deal in and with, at wholesale and retail, as principal, and as
     sales, business, special, or general agent, representative, broker, factor,
     merchant, distributor, jobber, advisor, and in any other lawful capacity,
     goods, wares, merchandise, commodities, and unimproved, improved, finished,
     processed, and other real, personal, and mixed property of any and all
     kinds, together with the components, resultants, and by-products thereof.

          To apply for, register, obtain, purchase, lease, take licenses in
     respect of or otherwise acquire, and to hold, own, use, operate, develop,
     enjoy,  turn  to account,  grant  licenses  and immunities in respect of,
     manufacture under and to introduce,  sell,  assign, mortgage, pledge, or
     otherwise dispose of, and, in any manner deal with and contract with
     reference to:

               (a)  inventions, devices, formulae, processes, and any
     improvements and modifications thereof;

               (b)  letters patent, patent rights, patented processes,
     copyrights, designs, and similar rights,  trade-marks,  trade names, trade
     symbols,  and other  indications of origin and ownership granted by or
     recognized under the laws of the United States of America, the District of
     Columbia, any state or subdivision thereof, and any commonwealth,
     territory, possession, dependency, colony, agency or  instrumentality of
     the United States of America and of any foreign country, and  all  rights
     connected  therewith  or appertaining thereunto;

               (c)  franchises, licenses, grants, and concessions.

          To guarantee, purchase, take, receive, subscribe for, and

<PAGE>

     otherwise acquire, own, hold, use, and otherwise employ, sell,  lease,
     exchange, transfer,  and otherwise dispose of, mortgage, lend, pledge, and
     otherwise deal in and with, securities (which term, for the purpose of this
     Article THIRD, includes, without limitation of the generality thereof, any
     shares of stock, bonds, debentures, notes, mortgages, other obligations,
     and any certificates, receipts, or other instruments representing rights to
     receive, purchase, or subscribe for the same, or representing any other
     rights or interests therein or in any property or assets)  of any persons,
     domestic and foreign firms, associations, and corporations, and of any
     government or agency or instrumentality thereof; to make payment therefor
     in any lawful manner; and, while owner of any such securities, to exercise
     any and all rights, powers, and privileges in respect thereof, including
     the right to vote.

          To make, enter into, perform, and carry out contracts of every kind
     and description with any person, firm, association, corporation, or
     government or agency or instrumentality thereof.

          To acquire by purchase, exchange, or otherwise, all, or any part of,
     or any interest in, the properties, assets, business, and good will of any
     one or more persons,  firms,  associations,  or corporations heretofore or
     hereafter engaged in any business for which a corporation may now or
     hereafter be organized under the laws of the State of Delaware;  to pay for
     the same  in cash, property, or its own or other securities; to hold,
     operate, reorganize, liquidate, sell, or in any manner dispose of the whole
     or any part thereof; and in connection therewith, to assume or guarantee
     performance of any liabilities, obligations, or contracts of such persons,
     firms, associations, or corporations, and to conduct the whole or any part
     of any business thus acquired.

          To lend money in furtherance of its corporate purposes and to invest
     and reinvest its funds from time to time to such extent, to such persons,
     firms, associations, corporations, governments or agencies or
     instrumentalities thereof, and on such terms and on such security, if any,
     as the Board of Directors of the corporation may determine.

          To make contracts of guaranty and suretyship of all kinds and endorse
     or guarantee the payment of principal, interest, or dividends upon, and to
     guarantee the performance of sinking fund or other obligations of, any
     securities, and to guarantee in any way permitted by law the performance of
     any of the contracts or other undertakings in which the corporation may
     otherwise be  or become interested,  of any person,  firm,  association,
     corporation, government or agency or instrumentality thereof,  or of any
     other combination, organization, or entity whatsoever.

          To borrow money without limit as to amount and at such rates of
     interest as it may determine; from time to time to

<PAGE>

     issue and sell its own securities, including its shares of stock, notes,
     bonds, debentures, and other obligations, in such amounts, on such terms
     and conditions, for such purposes and for such prices, now or hereafter
     permitted by the laws of the State of Delaware and by this certificate of
     incorporation, as the Board of Directors of the corporation may determine;
     and to secure any of its obligations by mortgage, pledge, or other
     encumbrance of all or any of its property, franchises, and income.

          To be a promoter or manager of other corporations of any type or kind;
     and to participate with others  in any corporation,  partnership, limited
     partnership,  joint venture,  or other association of any kind, or in any
     transaction, undertaking, or arrangement which the corporation would have
     power to conduct by itself, whether or not such participation involves
     sharing or delegation of control with or to others.

          To draw, make, accept, endorse, discount, execute, and issue
     promissory notes, drafts, bills of exchange, warrants,  bonds, debentures,
     and other negotiable or transferable instruments and evidences of
     indebtedness whether  secured by mortgage or otherwise, as well as to
     secure the same by mortgage or otherwise, so far as may be permitted by the
     laws of the State of Delaware.

          To purchase, receive,  take, reacquire, or otherwise acquire, own and
     hold, sell, lend, exchange, reissue, transfer, or otherwise dispose of,
     pledge, use, cancel, and otherwise deal in and with its own shares and its
     other securities from time to time to such an extent and in such manner and
     upon such terms as the Board of Directors of the corporation shall
     determine; provided that the corporation shall not use its funds or
     property for the purchase of its own shares of capital stock when its
     capital is impaired or when such use would cause any impairment of its
     capital, except to the extent permitted by law.

          To organize, as an incorporator, or cause to be organized under the
     laws of the State of Delaware, or of any other State of the United States
     of America, or of the District of Columbia, or of any commonwealth,
     territory, dependency, colony, possession,  agency,  or instrumentality of
     the United States of America, or of any foreign country, a corporation or
     corporations for the purpose of conducting and promoting any business or
     purpose for which corporations may be organized, and to dissolve, wind up,
     liquidate, merge, or consolidate any such corporation or corporations or to
     cause the same to be dissolved, wound up, liquidated, merged, or
     consolidated.

          To conduct its business, promote its purposes, and carry on its
     operations in any and all of its branches and maintain offices both within
     and without the State of Delaware, in any

<PAGE>

     and all States of the United  States of America, in the District of 
     Columbia, and in any or all commonwealths, territories, dependencies,
     colonies, possessions, agencies, or instrumentalities of the United States
     of America and of foreign governments.

          To promote and exercise all or any part of the foregoing purposes and
     powers in any and all parts of the world, and to conduct its business in
     all or any of its branches as principal, agent, broker,  factor,
     contractor,  and in any other lawful capacity, either alone or through or
     in conjunction with any corporations, associations, partnerships,  firms,
     trustees,  syndicates, individuals, organizations, and other entities in
     any part of the world, and, in conducting its business and promoting any of
     its purposes, to maintain offices, branches, and agencies in any part of
     the world,  to make and perform any contracts and to do any acts and
     things, and to carry on any business, and to exercise any powers and
     privileges suitable, convenient, or proper for the conduct, promotion, and
     attainment of any of the business and purposes herein specified or which at
     any time may be incidental thereto or may appear  conducive  to  or
     expedient  for  the accomplishment of  any of  such business  and purposes
     and which might be engaged in or carried on by a corporation incorporated
     or organized under the General Corporation Law of the State of Delaware,
     and to have and exercise all of the powers conferred by the laws of the
     State of Delaware  upon  corporations  incorporated  or organized under the
     General Corporation Law of the State of Delaware.

          The foregoing provisions of this Article THIRD shall be construed both
     as purposes and powers and each as an independent purpose and power.  The
     foregoing enumeration of specific purposes and powers shall not be held to
     limit or restrict in any manner the purposes and powers of the corporation,
     and the purposes and powers herein specified shall, except when otherwise
     provided in this Article THIRD, be in no wise limited or restricted by
     reference to, or inference from, the terms of any provision of this or any
     other  Article  of  this  certificate  of  incorporation; provided,  that
     the corporation shall not conduct any business, promote any purpose, or
     exercise any power or privilege within or without the State of Delaware
     which, under the laws thereof, the corporation may not lawfully conduct,
     promote, or exercise.

          FOURTH:  1. The aggregate number of shares which the corporation shall
have the authority to issue 110,000,000, of which 100,000,000 shares shall be
common stock with a par value of $.001 per share and 10,000,000 shall be
preferred shares with a par value of $.01 per share.

          2.  10,000,000 shares of Preferred Stock may be issued in series.  The
     Board of Directors is vested with the authority to establish and designate
     series, to fix the number of shares

<PAGE>

     therein, and to fix the variations in the relative rights, preferences and
     limitations as between series.

          3.  1,000,000 shares of Preferred Stock is hereby designated and
     classified as Series A Convertible Cumulative Preferred Stock, and the
     relative  rights,  voting  powers,  preferences, participating, optional or
     other special rights, and the qualifications or limitations thereof, are as
     follows:

               (a)  VOTING.  Except as may otherwise be provided by statute, the
          holders of the shares of Series A Convertible Cumulative Preferred
          Stock shall not be entitled to vote at a meeting of stockholders.

               (b) DIVIDENDS. The holders of the Series A Convertible Cumulative
          Preferred Stock shall be entitled to receive, out of the surplus or
          net profits of the Corporation, dividends when, as and if declared by
          the Board of Directors after March 17, 1987,  which dividends  shall
          be cumulative, payable at such time, and are for such period as shall
          be fixed by such Board at the rate of $.10 per outstanding share, per
          annum and no more, before any dividends shall be paid on the Common
          Stock.   Whenever  a  dividend  on  the outstanding  Series  A
          Convertible  Cumulative Preferred Stock for any period fixed by the
          Board of Directors shall have been declared and shall have become
          payable, and the Corporation shall have paid such dividend for such
          period or shall have set aside from its surplus or net profits a sum
          sufficient therefor, the Board of Directors may declare dividends on
          the Common Stock, payable then or thereafter, out of any remaining
          surplus or net profits.

               (c) PREFERENCE AS TO ASSETS.  In the event of any liquidation or
          cumulative dissolution or winding up, whether voluntary or
          involuntary, of the Corporation, the holders of the outstanding shares
          of  Series  A  Convertible  Cumulative Preferred Stock shall be
          entitled to be paid the sum of $1.00 per share before any amount shall
          be paid to the holders of any other series of Preferred Stock or to
          the Holders of the Common Stock.

               (d)  The  Series A Convertible Cumulative Preferred Stock may be
          redeemed by the Company at $1.00 per share at any time upon thirty
          days written notice to the holder addressed to the holder at the
          address listed for such holder on the books of the Corporation.

               (e) CONVERTIBILITY. Each share of the Series A Convertible
          Cumulative Preferred Stock may be converted by the holder(s)  thereof
          6-2/3 common shares of the corporation, par value $.001 per share, at
          any time upon thirty day written notice to the corporation addressed
          to

<PAGE>

          the corporation at the address of the office of the corporation.

          4. Each outstanding share of Common Stock shall be entitle to one vote
     on each matter submitted to a vote at a meeting of stockholders.

          FIFTH:  The name and the mailing address of the incorporator are as
follows:

                         NAME           MAILING ADDRESS
                         ----           ---------------

                    Monica Ferguson     1 Gulf & Western Plaza
                                        New York, N.Y. 10023-7773

          SIXTH:  The corporation is to have perpetual existence.

          SEVENTH:   Whenever  a  compromise  or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
279 of Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs.  If a majority in number representing three fourths  in value of  the
creditors  or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall,  if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

          EIGHTH:  For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:

          1.  The management of the business and the conduct of the affairs of
     the corporation shall be vested in its Board of Directors. The  number  of
     directors  which  shall constitute the whole Board of Directors shall be
     fixed by, or in the manner

<PAGE>

     provided in, the Bylaws.  The phrase "whole Board" and the phrase "total
     number of directors" shall be deemed to have the same meaning, to wit, the
     total number of directors which the corporation would have if there were no
     vacancies. No election of directors need be by written ballot.

          2.  After the original or other Bylaws of  the  corporation  have
     been  adopted, amended, or repealed, as the case may be, in accordance with
     the provisions of  109 of the General Corporation Law of the State of
     Delaware,  and,  after the corporation has received any payment for any of
     its stock, the power to adopt, amend, or repeal the Bylaws of the
     corporation may be exercised by the Board of Directors of the corporation;
     provided, however, that any provision for the classification of directors
     of the corporation for staggered terms pursuant to the provisions of
     subsection (d) of  141 of the General Corporation Law of the State of
     Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by
     the stockholders entitled to vote of the corporation unless provisions for
     such classification shall be set forth in this certificate of
     incorporation.

          3.  Whenever the corporation shall be authorized to issue only one
     class of stock, each outstanding share shall entitle the holder thereof to
     notice of, and the right to vote  at,  any  meeting  of  stockholders.
     Whenever the corporation shall be authorized to issue more than one class
     of stock, no outstanding share of any class of stock which is denied voting
     power under the provisions of the certificate of incorporation shall
     entitle the holder thereof to the right to vote at any meeting of
     stockholders except as the provisions of paragraph (2) of subsection (b) of
     242 of the General Corporation Law of the State of Delaware shall otherwise
     require; provided, that no share of any such class which is otherwise
     denied voting power shall entitle the holder thereof to vote upon the
     increase or decrease in the number of authorized shares of said class.

          NINTH:  The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of  102 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented.

          TENTH:  The corporation shall,  to the fullest extent permitted by
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall


<PAGE>

continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.

          ELEVENTH:  From time to time any of the provisions of this certificate
of incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.

Signed on March 16, 1987.

                                   /s/
                                   -------------------------------
                                           Incorporator


<PAGE>

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                      COMPUFLIGHT OPERATIONS SERVICE, INC.
                            (A NEW YORK CORPORATION)
                                      INTO
                      COMPUFLIGHT OPERATIONS SERVICE, INC.
                            (A DELAWARE CORPORATION)

         (Under Section 253 of the General Corporation Law of Delaware)



     Compuflight Operations Service, Inc., a corporation organized and existing
under the laws of the State of New York, (sometimes herein referred to as "the
New York corporation") does hereby certify as follows: "

     1.   This corporation was incorporated on the 25th day of November, 1981
under the laws of the State of New York.

     2.   This corporation owns all of the outstanding capital stock of each
class of Compuflight Operations Service, Inc., a corporation incorporated on the
17 day of March, 1987 pursuant to the (General Corporation Law of the State of
Delaware (sometimes herein referred to as "the Delaware corporation").

     3.   The directors of this corporation, by the following resolutions of its
Board of Directors, duly adopted at a meeting of its members duly held on the
29TH day of SEPTEMBER, 1987, and filed with the minutes of the Board, determined
to merge itself into the Delaware corporation:

     4.   The proposed merger has been adopted, approved, certified, executed
and acknowledged by the parent corporation in accordance with the laws of the
State of New York.

          "RESOLVED, that Compuflight Operations Service, Inc. (a New
          York corporation), which is hereinafter sometimes referred
          to as "the New York corporation", merge, and it hereby does
          merge itself, into Compuflight Operations Service, Inc. (a
          Delaware corporation), which is hereinafter sometimes
          referred to as "the Delaware corporation", which assumes all
          of the obligations of the New York corporation; and be it

          "FURTHER RESOLVED, that the merger shall be effective upon
          compliance with the laws of the State of Delaware and the
          State of New York, the time of such effectiveness being
          hereinafter sometimes referred to as the "Effective Date";
          and be it

          "FURTHER RESOLVED, that upon the Effective Date of the
          Merger the name of the Delaware corporation shall be

<PAGE>

          changed from Compuflight Operations Service, Inc. to Compuflight, Inc.
          find that such change of name shall be effected by changing Article
          First of the Certificate of Incorporation of Compuflight Operations
          Service, Inc. to read as follows:

          'FIRST.  The name of the Corporation is Compuflight, Inc.';
          and be it

          "FURTHER RESOLVED, that the proposed merger shall be
          submitted to the sole stockholder of the Delaware
          corporation for its written consent and sh~ll be submitted
          to the stockholders of the New York Corporation for approval
          by the holders of two-thirds of all outstanding shares of
          Common Stock (representing all shares and classes entitled
          to vote thereon) at a meeting thereof duly called and held
          after 20 days' notice of the purpose of the meeting mailed
          to each such stockholder at his address as it appears on the
          records of such corporation, and upon receiving,
          respectively, such written consent and such approval, the
          merger shall be approved; and be it

          "FURTHER RESOLVED, that each full issued and outstanding
          share of the Common Stock of the New York Corporation shall
          be converted into and become one full share of validly
          issued, fully paid and non-assessable shares of Common Stock
          of the Surviving Corporation, and each certificate nominally
          representing shares of issued and outstanding Common Stock
          of the New York Corporation shall, for all purposes, be
          deemed to evidence the ownership of a like number of shares
          of Common Stock of the Surviving Corporation; and be it

          "FURTHER RESOLVED, that the proper officers of this
          corporation be and they hereby are directed to make and
          execute a Certificate of Ownership and Merger setting forth
          a copy of the resolutions to merge itself into the Delaware
          corporation, and the date of adoption thereof, and to cause
          the same to be filed with the Secretary of State of the
          State of Delaware and a certified copy recorded in the
          office of the Recorder of Deeds of Kent County and to take
          all necessary steps and execute all necessary documents to
          cause this merger to become effective under the laws of each
          of the States of New York and Delaware."

<PAGE>

     5.   The merger has been approved by the written consent of the sole
stockholder of the Delaware corporation and by the holders of more than
two-thirds of the outstanding shares of Common Stock at a meeting thereof duly
called and held after 20 days notice of the purpose of the meeting mailed to
each stockholder at his address as it appears on the records of such
corporation.

     6.   The Business Corporation Law of the State of New York permits a
corporation organized and existing under the laws of the State of New York to be
merged with and into a corporation organized and existing under the laws of the
State of Delaware. The merger has been approved by the stockholders of this
corporation in accordance with the Business Corporation Law of the State of New
York.

     IN WITNESS WHEREOF, the undersigned, being respectively the President and
the Secretary of Compuflight Operations Service, Inc. (a New York Corporation)
do make this certificate, each for himself hereby declaring and certifying that
this is his act and deed and the act and deed of Compuflight Operations Service,
Inc. (a New York Corporation) and that the facts herein stated are true, and
accordingly each has hereunto set his hand this 10th day of September, 1987.


                                        /s/Russell K. Thal
                                        --------------------------
                                        Russell K. Thal, President



ATTEST:

/s/Morton A. Pfeffer, Secretary
----------------------------------
Morton A. Pfeffer, Secretary



<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                COMPUFLIGHT, INC.


          Compuflight, Inc. (the "Corporation"), a corporation organized and
existing by virtue of the General Corporation Law of the State of Delaware (the
"General Corporation Law"), DOES HEREBY CERTIFY:

          FIRST: That the Board of Directors of the Corporation, acting by
written consent in lieu of a meeting of the Board of Directors of the
Corporation and acting pursuant to Sections 141(f) and 242 of the General
Corporation Law, adopted a resolution authorizing the Corporation to reclassify,
change and convert each outstanding share of common stock, par value $.001 per
share, of the Corporation into one fortieth (1/40) of one share of common stock,
$.001 par value per share.

          SECOND: That Article Fourth of the Certificate of Incorporation of the
Corporation hereby is amended to add a new paragraph 5, which shall read as
follows:

          "5. Each forty (40) shares of the Common Stock, $.001 par
          value per share, of the Corporation (the "Old Common Stock")
          issued and outstanding or held in treasury as of 5:00 P.M.
          N.Y. time on April 24, 1990 (the "effective Time") shall be
          reclassified as and changed into one (l) new share of Common
          Stock, $.001 par value per share, of the Corporation (the
          "New Common Stock"), without any action by the holder
          thereof. Stockholders who, immediately prior to the
          Effective Time, own a number of shares of Old Common Stock
          which is not evenly divisible by forty (40) shall, with
          respect to such fractional interest, be entitled to receive
          from the Corporation, in lieu of fractions of shares of New
          Common Stock, an amount in cash equal to the product
          obtained by multiplying the market price of a share of Old
          Common Stock as of the Effective Time by the number of
          shares of Old Common Stock held by such stockholder
          immediately prior to the Effective Time which is not evenly
          divisible by forty (40). Each certificate that theretofore
          represented shares of Old Common Stock shall thereafter
          represent that number of shares of New Common Stock into
          which the shares of Old Common Stock represented by such
          certificate shall have been reclassified; provided, however,
          that each person holding of record a stock certificate or
          certificates that represented shares of Old Common Stock
          shall receive, upon surrender of such certificate or
          certificates, a new certificate or certificates evidencing
          and representing the number of shares of New Common Stock to
          which such

<PAGE>

          person is entitled.

          THIRD: That said amendment has been duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law.

          IN WITNESS WHEREOF, said Compuflight, Inc. has caused this certificate
to be signed by   RUSSELL K. THAL  , its President, and   GERALD SHAPIRO , its
Secretary, this   6TH   day of   APRIL  , 1993.




                                                  /s/Russell K. Thal
                                                  --------------------------
                                                  President


ATTESTED:

/s/Gerald Shapiro
----------------------
Secretary


<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                COMPUFLIGHT, INC.

          Compuflight, Inc. (the "Corporation"), a corporation organized and
existing by virtue of the General Corporation Law of the State of Delaware (the
"General Corporation Law"), DOES HEREBY CERTIFY:

          FIRST: That, at a Special Meeting of the Board of Directors of the
Corporation, the Board of Directors, acting pursuant to Sections 141(f) and 242
of the General Corporation Law, adopted a resolution authorizing the Corporation
to reclassify, change and convert each outstanding share of Common Stock, par
value $.001 per share, of the Corporation into one-forth (1/4) of one share of
Common  Stock, par value $.001 per share, and in connection therewith to
decrease the number of authorized shares of Common Stock from 100,000,000 to
2,500,000.

          SECOND:   That Article FOURTH of the Certificate of Incorporation of
the Corporation hereby is amended as follows:

          FOURTH:  1. The aggregate number of shares of capital stock
          which the Corporation shall have the authority to issue   is
          TWELVE MILLION FIVE HUNDRED THOUSAND (12,500,000) shares, of
          which TWO MILLION FIVE HUNDRED THOUSAND (2,500,000) shares
          shall be Common Stock with a par value of $.001 per share
          and TEN MILLION (10,000,000) shares shall be Preferred Stock
          with a par value of $.01 per share."


          THIRD: That Article FOURTH of the Certificate of Incorporation of the
Corporation hereby is amended to add a new paragraph 6, which shall read as
follows:


          "6.  Each four (4) shares of the Common Stock, $.001 par
          value per share, of the Corporation  (the "Old Common
          Stock") issued and outstanding or held in treasury as of
          5:00 P.M. NY Time on the date on which this Certificate of
          Amendment is filed by the Secretary of State of the State
          of Delaware (the "Effective  Time") shall be reclassified as
          and changed into one (1) new share of Common Stock,  $.001
          par value per share, of the Corporation (the "New Common
          Stock"), without any action by the holder thereof.
          Stockholders who, immediately prior to the Effective Time,
          own a number of shares of Old Common Stock which is not
          evenly divisible by four (4) shall, with respect to such fractional 
          interest, be entitled to receive from the Corporation, in lieu of 
          fractions of shares of New Common Stock, an amount in cash equal to 
          the product obtained by multiplying the market price of a share of Old
          Common Stock as of the Effective Time by the number of shares of Old
          Common Stock held by such stockholder immediately prior to the 
          Effective Time which is not evenly divisible by four (4)."

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          FOURTH:  That said amendment has been duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law.

          IN WITNESS WHEREOF, said Compuflight, Inc. has caused this certificate
to be signed by Russell K. Thal, its President, and Gerald Shapiro, its
secretary, this 6th day of April, 1993.

                                        /S/
                                        -----------------------------
                                        President

ATTESTED:

/S/
----------------------------
Secretary