<PAGE>

                                                                     Exhibit 3.1

                            CERTIFICATE OF AMENDMENT

                           ALLIED RESEARCH CORPORATION

         Allied Research Corporation, a corporation organized and existing under
the Delaware General Corporation Law (the "Corporation"), by virtue of a
Certificate of Incorporation filed with the Secretary of State of Delaware on
July 20, 1961, which Certificate has been subsequently amended from time to
time, does hereby certify that:

         FIRST:  The charter of the  Corporation  is hereby  amended by
deleting the first  paragraph in Article  FOURTH in its entirety and by
substituting in lieu thereof the following:

              The total number of shares of stock which the
              Corporation has authority to issue is thirty-one million
              (31,000,000) shares, thirty million (30,000,000) of
              which shall be Common Stock of the par value of ten
              cents ($0.10) per share, and one million (1,000,000) of
              which shall be Preferred Stock without par value.

         SECOND: The foregoing amendment of the Corporation's charter was duly
adopted by the Corporation's board of directors and stockholders pursuant to the
requirements of Section 242 of the Delaware General Corporation Law.

         IN WITNESS WHEREOF, ALLIED RESEARCH CORPORATION has caused these
presents to be signed in its name and on its behalf by its President and its
corporate seal to be hereunder affixed and attested by its Secretary on this
6/th/ day of June, 2002.

ATTEST:                             ALLIED RESEARCH CORPORATION

_____________________________       By: _____________________________________
John G. Meyer, Jr., Secretary           J. H. Binford Peay, III
                                        Chairman of the Board,
                                        President and Chief Executive Officer

<PAGE>

                            CERTIFICATE OF AMENDMENT

                        ALLIED RESEARCH ASSOCIATES, INC.

         Allied Research Associates, Inc., a corporation organized and existing
under the Delaware General Corporation Law (the "Corporation"), by virtue of a
Certificate of Incorporation filed with the Secretary of State of Delaware on
July 20, 1961, which Certificate has been subsequently amended from time to time
(most recently by a Restated Certificate of Incorporation filed with the
Secretary of State of Delaware on June 29, 1984, and a Certificate of Amendment
filed with the Secretary of State of Delaware on June 3, 1987), does hereby
certify that:

         FIRST: The charter of the Corporation is hereby amended by deleting
Article FIRST in its entirety and by substituting in lieu thereof the following:

         FIRST: The name of the Corporation is Allied Research Corporation.

         SECOND: The foregoing amendment to the Corporation's charter was duly
adopted by the Corporation's board of directors and stockholders pursuant to the
requirements of Section 242 of the Delaware General Corporation law.

         IN WITNESS WHEREOF, ALLIED RESEARCH ASSOCIATES, INC. has caused these
presents to be signed in its name and on its behalf of its President and its
corporate seal to be hereunder affixed and attested by its secretary on this
24/th/ day of May, 1988.

ATTEST:                                     ALLIED RESEARCH ASSOCIATES, INC.


_________________________________(SEAL)     By: _______________________________
Reinald W. Carter,                              M. B. Ruffin, President
Secretary


<PAGE>

                            CERTIFICATE OF AMENDMENT

                        ALLIED RESEARCH ASSOCIATES, INC.

         Allied Research Associates, Inc., a corporation organized and existing
under the Delaware General Corporation Law (the "Corporation"), by virtue of a
Certificate of Incorporation filed with the Secretary of State of Delaware on
July 20, 1961, which Certificate has been subsequently amended from time to time
(most recently by a Restated Certificate of Incorporation filed with the
Secretary of State of Delaware on June 29, 1984), does hereby certify that:

         FIRST: The charter of the Corporation is hereby amended by adding the
following as Article SIXTEENTH thereof:

              SIXTEENTH: A director of the Corporation shall not be
              liable to the Corporation or its stockholders for
              monetary damages for breach of fiduciary duty as a
              director, except to the extent such exemption from
              liability or limitation thereof is not permitted under
              the Delaware General Corporation Law as the same exists
              or may hereafter be amended from time to time. Any
              repeal or modification of the foregoing by the
              stockholders of the Corporation shall not adversely
              affect any right or protection of a director existing at
              the time of such repeal or modification.

         SECOND: The foregoing amendment to the Corporation's charter was duly
adopted by the Corporation's board of directors and stockholders pursuant to the
requirements of Section 242 of the Delaware General Corporation Law.

         IN WITNESS WHEREOF, ALLIED RESEARCH ASSOCIATES, INC. has caused these
presents to be signed in its name and on its behalf by its President and its
corporate seal to be hereunder affixed and attested by its Secretary on this
28th day of May, 1987.

ATTEST:                                     ALLIED RESEARCH ASSOCIATES, INC.

______________________________(SEAL)        By: _______________________________
Reinald W. Carter,                              M. B. Ruffin, President
Secretary


<PAGE>

                      RESTATED CERTIFICATE OF INCORPORATION
                        ALLIED RESEARCH ASSOCIATES, INC.

         ALLIED RESEARCH ASSOCIATES, INC., a corporation organized and existing
under the Delaware General Corporation Law (the "Corporation"), by virtue of a
Certificate of Incorporation filed with the Secretary of State of Delaware on
July 20, 1961, which Certificate has been subsequently amended from time to
time, does hereby certify that:

         FIRST: The Corporation desires to restate its charter as currently in
effect. The following provisions are all of the provisions of the charter of the
Corporation currently in effect:

                  "FIRST: The name of the Corporation is ALLIED RESEARCH
         ASSOCIATES, INC.

                  SECOND: Its principal office in the State of Delaware is
         located at 129 South State Street, in the City of Dover, County of
         Kent. The name and address of its resident agent is United States
         Corporation Company, 129 South State Street, Dover, Delaware.

                  THIRD: The nature of the business, or objects or purposes to
         be transacted, promoted or carried on are:

                  To engage in research, development, analysis, design,
                  engineering, investigation and consultation in any and all
                  scientific or technological fields, including but not limited
                  to the fields of aeronautics, applied mathematics, applied
                  mechanics, astronautics, chemistry, electronics,
                  instrumentation, geophysics, materials, mechanical design,
                  physics, production, propulsion, shock, vibration and systems.

                  To manufacture, create, construct, assemble or otherwise
                  produce, design, prepare, engineer, use, test, develop,
                  experiment with, remodel, install, operate, purchase or
                  otherwise acquire, invest in, own, mortgage, sell, lease,
                  assign or otherwise dispose of, trade or deal in or with,
                  instruments, controls, materials, equipment and property of
                  every character in any and all scientific or technological
                  fields, including but not limited to the fields of
                  aeronautics, applied mathematics, applied mechanics,
                  astronautics, chemistry, electronics, instrumentation,
                  geophysics, materials, mechanical design, physics, production,
                  propulsion, shock, vibration and systems.

<PAGE>

                  To manufacture, purchase or otherwise acquire, invest in, own,
                  mortgage, pledge, sell, assign and transfer or otherwise
                  dispose of, trade, deal in and deal with equipment, machinery,
                  appliances, materials, goods, wares and merchandise and
                  personal property of every class and description.

                  To buy, exchange, contract for, lease, and in any and all
                  other ways, acquire, take, hold and own, and to deal in, sell,
                  mortgage, lease or otherwise dispose of real property, and
                  rights and interests in and to real property, and to manage,
                  operate, maintain, improve and develop the same.

                  To acquire, and pay for in cash, stock, or bonds of the
                  Corporation or otherwise, the good will, rights, assets and
                  property, and to undertake or assume the whole or any part of
                  the obligations or liabilities of any person, firm,
                  association or corporation.

                  To acquire, hold, use, sell, assign, lease, grant licenses in
                  respect of, mortgage or otherwise dispose of letters patent of
                  the United States or any foreign country, patent rights,
                  licenses and privileges, inventions, improvements and
                  processes, copyrights, trade marks and trade names, relating
                  to or useful in connection with any business of this
                  Corporation.

                  To acquire by purchase, subscription or otherwise, and to
                  receive, hold, own, guarantee, sell, assign, exchange,
                  transfer, mortgage, pledge or otherwise dispose of or deal in
                  or with any of the shares of capital stock, or any voting
                  trust certificates in respect of shares of capital stock, or
                  any script, warrants, rights, bonds, debentures, notes, trust
                  receipts, obligations, evidences of indebtedness or interest
                  or other securities or choses in action, issued or created by
                  any corporations, joint stock companies, syndicates,
                  associations, firms, trusts or persons, public or private, or
                  by the government of the United States of America, or by any
                  foreign government, or by any state, territory, province,
                  municipality or other political subdivision or by any
                  governmental agency, and as owner thereof to possess and
                  exercise all the rights, powers, and privileges of ownership,
                  including the right to execute consents and vote thereon, and
                  to do any and all acts and things necessary or advisable for
                  the preservation, protection, improvement and enhancement in
                  value thereof.

                  To enter into, make and perform contracts of every kind and
                  description with any person, firm, association, corporation,
                  municipality, county, state, body politic or government or
                  colony or dependency thereof.

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                  To borrow or raise moneys for any of the purposes of the
                  Corporation and, from time to time, without limit as to
                  amount, to draw, make, accept, endorse, execute and issue
                  promissory notes, drafts, bills of exchange, warrants, bonds,
                  debentures and other negotiable or non-negotiable instruments
                  and evidences of indebtedness, and to secure the payment of
                  any thereof and of the interest thereon by mortgage upon or
                  pledge, conveyance or assignment in trust of the whole or any
                  part of the property of the Corporation, whether at the time
                  owned or thereafter acquired, or by assignment of the
                  proceeds, applicable to the Corporation's interest, in any,
                  and all oil, gas and other hydrocarbons or minerals produced
                  from any properties in which the Corporation may own any
                  interest or by assignment of any moneys owing or to be owing
                  to the Corporation, or otherwise and to sell, pledge or
                  otherwise dispose of such bonds or other obligations of the
                  Corporation for its corporate purposes.

                  To buy, sell or otherwise deal in notes, open accounts, and
                  other similar evidences of debt; to loan and advance money or
                  give credit, upon or without interest, and with or without
                  security for the repayment thereof, and on such terms as may
                  seem expedient; to form, promote and subsidize companies,
                  syndicates and partnerships of all kinds; to give any
                  guarantee for the payment of money or the performance of any
                  obligation or undertaking, and to become surety for any
                  person, firm or corporation.

                  To purchase, hold, sell and transfer the shares of its own
                  capital stock; provided it shall not use its funds or property
                  for the purchase of its own shares of capital stock when such
                  use would cause any impairment of its capital except as
                  otherwise permitted by law, and provided further that shares
                  of its own capital stock belonging to it shall not be voted
                  upon directly or indirectly.

                  To have one or more offices, to carry on all or any of its
                  operations and business and, without restriction or limit as
                  to amount, to purchase or otherwise acquire, hold, own,
                  mortgage, sell, convey or otherwise dispose of real and
                  personal property of every class and description in any of the
                  States, districts, territories or colonies of the United
                  States, and in any and all foreign countries, subject to the
                  laws of such State, district, territory, colony or country.

                  In general, to carry on any other business in connection with
                  the foregoing, and to have and exercise all the powers
                  conferred by the laws of Delaware upon corporations formed
                  under the act hereinafter referred to, and to do any or all of
                  the things hereinafter

<PAGE>

                  referred to, and to do any or all of the things hereinbefore
                  set forth to the same extent as natural persons might or could
                  do; provided, however, that nothing herein contained shall be
                  deemed to authorize this Corporation to carry on within the
                  State of Delaware any public utility business.

                  The objects and purposes specified in the foregoing clauses
                  shall, except where otherwise expressed, be in nowise limited
                  or restricted by reference to, or influence from, the terms of
                  any other clause in this certificate of incorporation, but the
                  objects and purposes specified in each of the foregoing
                  clauses of this article shall be regarded as independent
                  objects and purposes.

                  FOURTH: The total number of shares of stock which the
         Corporation shall have authority to issue is Eleven Million
         (11,000,000) shares of all classes of stock; of which Ten Million
         (10,000,000) shares shall be Common Stock and have a par value of ten
         cents ($0.10) per share and One Million (1,000,000) shares shall be
         Preferred Stock and be without par value.

                  The Preferred Stock may from time to time be divided into and
         issued for one or more series. The different series shall be
         established and designated, and the variations in the relative rights
         and preferences as between the different series shall be fixed and
         determined, by the Board of Directors as herein provided. In all other
         respects all shares of Preferred Stock shall be identical.

                  The Preferred Stock may be issued from time to time by
         authority of the Board of Directors for such consideration as from time
         to time may be fixed by resolution or resolutions of the Board of
         Directors providing for the issue of such stock.

                  The Board of Directors is hereby expressly authorized, subject
         to the provisions of this Certificate of Incorporation, to establish
         one or more series of Preferred Stock and, with respect to each series,
         to fix and determine by resolution or resolutions providing for the
         issue of such stock.

                     (a) the number of shares to constitute such series and the
                     distinctive designation thereof;

                     (b) the dividend rate, if any, on the shares of such
                     series, the dividend payment dates, and whether or not the
                     dividends are cumulative;

                     (c) whether or not the shares of such series shall be
                     redeemable and, if redeemable, the redemption prices which
                     the shares of such series shall be entitled to receive and
                     the terms and manner of redemption;

<PAGE>

                     (d) the preferences, if any, and the amounts which the
                     shares of such series shall be entitled to receive and all
                     other special or relative rights of the shares of such
                     series, upon the voluntary and involuntary liquidation of,
                     or upon any distribution of the assets of, the Corporation;

                     (e) whether or not the shares of such series shall be
                     subject to the operation of retirement or sinking funds to
                     be applied for redemption of such shares and, if such
                     retirement or sinking fund or funds be established, the
                     annual amount thereof and the terms and provisions relative
                     to the operation thereof;

                     (f) whether or not the shares of such series shall be
                     convertible into, or exchangeable for, shares of any other
                     class or classes or of any other series of the same or any
                     other class or classes of stock of the corporation and the
                     conversion price or prices or ratio or ratios or the rate
                     or rates at which such exchange may be made, with such
                     adjustments, if any, as shall be stated in such resolution;

                     (g) whether or not the shares of such series shall have
                     voting rights, full or limited or no voting rights, and if
                     any voting rights, the conditions under which the shares of
                     such series shall vote as a separate class; and

                     (h) such other designations, preferences and relative,
                     participating, optional or other special rights and
                     qualifications, limitations or restrictions of such series
                     to the full extent now or hereafter permitted by the laws
                     of the State of Delaware.

                  Notwithstanding the fixing of the number of shares
         constituting a particular series, the Board of Directors may at any
         time thereafter authorize the issuance of additional shares of the same
         series.

                  No holder of any shares of any class of stock of the
         Corporation now or hereafter authorized shall have any preferential or
         pre-emptive right to subscribe for, purchase or receive stock,
         obligations, warrants, rights to subscribe to stock or other securities
         of the Corporation of any class whether now or hereafter authorized.

                  FIFTH: The minimum amount of capital with which the
         Corporation will commence business is $1,000.

                  SIXTH: The Corporation is to have perpetual existence.

<PAGE>

                  SEVENTH: The private property of the stockholders shall not be
         subject to the payment of corporate debts to any extent whatever.

                  EIGHTH: In furtherance and not in limitation of the powers
         conferred by statute, the Board of Directors is expressly authorized:

                  To make, alter or repeal the by-laws of the Corporation.

                  To authorize and cause to be executed mortgages and liens upon
                  the real and personal property of the Corporation.

                  To set apart out of any of the funds of the Corporation
                  available for dividends a reserve or reserves for any proper
                  purpose and to abolish any such reserve in the manner in which
                  it was created.

                  By resolution or resolutions passed by a majority of the whole
                  Board to designate one or more committees, each committee to
                  consist of two or more of the directors of the Corporation,
                  which, to the extent provided in said resolution or
                  resolutions or in the by-laws of the Corporation, shall have
                  and may exercise the powers of the Board of Directors in the
                  management of the business and affairs of the Corporation and
                  may have power to authorize the seal of the Corporation to be
                  affixed to all papers which may require it. Such committee or
                  committees shall have such name or names as may be stated in
                  the by-laws of the Corporation or as may be determined from
                  time to time by resolution adopted by the Board of Directors.

                  When and as authorized by the affirming vote of the holders of
                  a majority of the stock issued and outstanding having voting
                  power given at a stockholders' meeting duly called for that
                  purpose, or when authorized by the written consent of the
                  holders of a majority of the voting stock issued and
                  outstanding, to sell, lease or exchange all of the property
                  and assets of the Corporation, including its good will and its
                  corporate franchises, upon such terms and conditions and for
                  such consideration, which may be in whole or in part shares of
                  stock in, and/or other securities of, any other corporation or
                  corporations, as its Board of Directors shall deem expedient
                  and for the best interests of the Corporation.

                  NINTH: Each director and each officer of the Corporation and
         each person who shall serve at the request of the Corporation as a
         director or officer of another corporation in which the Corporation
         owns shares of capital stock or of which it is a creditor, including,
         in each instance, a former director or officer and the heirs, legatees,
         devisees and personal representatives of a deceased director or
         officer, shall be indemnified by the Corporation against expenses
         (including attorneys' fees and, to the extent permitted by

<PAGE>

                  law, any amount paid in settlement) actually and necessarily
                  incurred by them in connection with the defense of any action,
                  suit or proceeding (including any appeal therein) in which
                  they or any of them are made parties or a party by reason of
                  being or having been directors or officers or a director or
                  officer of the Corporation or of any such other corporation,
                  except in relation to matters as to which any such director or
                  officer or former director or officer shall be adjudged in
                  such action, suit or proceeding to be liable for negligence or
                  misconduct in the performance of his duties as such director
                  or officer. The foregoing right of indemnification shall not
                  be deemed to be exclusive of any other rights to which those
                  indemnified may be entitled as a matter of law or under any
                  by-law, agreement, vote of stockholders, or otherwise, and
                  shall be in addition to such compensation for services
                  rendered and reimbursed for expenses incurred as shall be
                  determined from time to time by the Board of Directors of the
                  Corporation.

                  TENTH: No contract or other transaction between the
         Corporation and any other corporation shall be affected or invalidated
         by the fact that any one or more of the directors of this Corporation
         is or are interested in or is or are a director or directors or officer
         or officers of such other corporation, and no contract or other
         transaction between the Corporation and any other person or firm shall
         be affected or invalidated by the fact that any one or more directors
         of this Corporation is a party to, or are parties to, or interested in,
         such contract or transaction; provided that in each such case the
         nature and extent of the interest of such director or directors in such
         contract or other transaction and/or the fact that such director or
         directors is or are a director or directors or officer or officers of
         such other corporation is disclosed at the meeting of the Board of
         Directors at which such contract or other transaction is authorized.

                  ELEVENTH: 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
         creditors or stockholders thereof, or on the application of any
         receiver or receivers appointed for this Corporation under the
         provisions of Section 291 of Title 8 of the Delaware Code or on the
         application of trustees in dissolution or of any receiver appointed for
         this Corporation under the provisions of section 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 creditors or class of
         creditors, and/or on all stockholders or class of stockholders, of this
         Corporation as the case may be, and also on this Corporation.

<PAGE>

                  TWELFTH: Except as otherwise provided herein or by law, each
         stockholder shall be entitled to one vote for each share of the capital
         stock of the Corporation having voting power held by such stockholder.

                   THIRTEENTH: Meetings of stockholders and the Board of
         Directors may be held without the State of Delaware, if the by-laws so
         provide. The books of the Corporation may be kept (subject to any
         provision contained in the statutes) outside of the State of Delaware
         at such place or places as may be from time to time designated by the
         Board of Directors or in the by-laws of the corporation.

                   FOURTEENTH: The Corporation reserves the right to amend,
         alter, change or repeal any provision contained in this certificate of
         incorporation, in the manner now or hereafter prescribed by statute,
         and all rights conferred upon stockholders herein are granted subject
         to this reservation.

                   FIFTEENTH:  A. As used in this Article FIFTEENTH:

                        (1)   "Affiliate" means a Person that directly or
                        indirectly, through one or more intermediaries,
                        controls, or is controlled by, or is under common
                        control with, the Person specified.

                        (2)   "Associate" when used to indicate a relationship
                        with any Person, means (i) any corporation or
                        organization (other than the Corporation or a
                        majority-owned subsidiary of the Corporation) of which
                        such Person is an officer, director or partner or is,
                        directly or indirectly, the beneficial owner of 10% or
                        more of any class of equity securities; (ii) any trust
                        or other estate in which such Person has a substantial
                        beneficial interest or as to which such Person serves as
                        trustee or in a similar fiduciary capacity; and (iii)
                        any relative or spouse of such Person, or any relative
                        of such spouse, who has the same home as such Person or
                        who is a director or officer of the Corporation or any
                        of its parents or subsidiaries.

                        (3)   "Beneficial Owner" shall mean:

                              (i) Any Person who, directly or indirectly,
                        through any contract, arrangement, understanding,
                        relationship, or otherwise has or shares (a) voting
                        power which includes the power to vote, or to direct the
                        voting of, such security and/or (b) investment power
                        which includes the power to dispose, or to direct the
                        disposition, of such security;

<PAGE>

                              (ii) Any Person who, directly or indirectly,
                        creates or uses a trust, proxy, power of attorney,
                        pooling arrangement or any other contract, arrangement,
                        or device with the purpose or effect of divesting such
                        Person of beneficial ownership of a security or
                        preventing the vesting of such beneficial ownership as
                        part of a plan or scheme to evade the reporting
                        requirements of the Federal securities acts shall be
                        deemed to be the Beneficial Owner of such security; and

                              (iii) A Person is also deemed to be the Beneficial
                        Owner of a security if that Person has the right to
                        acquire beneficial ownership of such security within
                        sixty days, including but not limited to any right to
                        acquire (a) through the exercise of any option, warrant
                        or right; .(b) through a conversion of a security; (c)
                        pursuant to the power to revoke a trust, discretionary
                        account, or similar arrangement; or (d) pursuant to the
                        automatic termination of a trust, discretionary account
                        or similar arrangement; provided, however, any Person
                        who acquires a security or power specified in paragraphs
                        (a), (b) or (c) of this subparagraph, with the purpose
                        or effect of changing or influencing the control of the
                        Corporation, or in connection with or as a participant
                        in any transaction having such purpose or effect,
                        immediately upon such acquisition shall be deemed to be
                        the Beneficial Owner of the security which may be
                        acquired through the exercise or conversion of such
                        security or power.

                        (4) "Business Combination" shall include:

                              (i) Any merger or consolidation of the Corporation
                        with or into any Dominant Stockholder;

                              (ii) The sale, lease, exchange, mortgage, pledge,
                        transfer or other disposition (in one transaction or a
                        series of transactions) to or with any Dominant
                        Stockholder of any assets of the Corporation or any
                        subsidiary thereof which assets have an aggregate fair
                        market value of 10% or more of the Corporation's net
                        worth as of the end of its most recently ended fiscal
                        quarter as determined by its independent auditors;

                              (iii) The issuance or transfer by the Corporation
                        or any subsidiary thereof (in one transaction or a
                        series of transactions) of any securities of the
                        Corporation or any

<PAGE>
subsidiary thereof to
                        any Dominant Stockholder which securities have
                        immediately prior to such transaction an aggregate fair
                        market value of 5% or more of the total fair market
                        value of the Corporation's outstanding capital stock;

                              (iv) The adoption of any plan or proposal for the
                        liquidation or dissolution of the Corporation either
                        voted for, proposed by or on behalf of, or by which any
                        consideration other than cash will be received by, any
                        Dominant Stockholder;

                              (v) Any reclassification or recapitalization of
                        securities of the Corporation if the effect, directly or
                        indirectly, of such transaction is to increase the
                        relative voting power of any Dominant Stockholder; or

                              (vi) Any proposed transaction which fails to
                        qualify as a Business Combination under the preceding
                        clauses (i) thru (v) solely because the proposed
                        transaction does not involve any Person who is a
                        Dominant Stockholder, if any Person so involved was a
                        Dominant Stockholder either (a) at the time the
                        definitive agreement or other arrangements relating to
                        such proposed transaction were entered into or (b) at
                        the record date for the determination of stockholders
                        entitled to notice of and to vote on such proposed
                        transaction.

                        (5) "Dominant Stockholder" shall mean (i) any Person
                        who, individually or together with any Affiliate or
                        Associate of such Person, is the Beneficial Owner,
                        directly or indirectly, of shares of stock of the
                        Corporation representing ten percent (10%) or more of
                        all votes entitled to be cast in elections of directors
                        (considered for the purposes hereof as one class) and
                        (ii) any Affiliate or Associate of any Person classified
                        as a Dominant Stockholder by the preceding clause 5(i);
                        but excluding any Person who, on the effective date this
                        Article FIFTEENTH becomes a part of this Certificate of
                        Incorporation, as amended, would be a Dominant
                        Stockholder under the preceding definition.

                        (6) "Non-Affiliated Shares" means all shares of capital
                        stock of the Corporation entitled to be cast in
                        elections of directors, considered for purposes hereof
                        as one class, which are not beneficially owned-by a
                        Dominant Stockholder.

<PAGE>

                        (7) "Person" shall include any individual, corporation,
                        partnership, person or other entity.

                        (8) The terms "Affiliate", "Associate" and "Beneficial
                        Owner" shall be interpreted and construed consistent
                        with the definitions of those terms stated in the
                        regulations adopted pursuant to the Securities Exchange
                        Act of 1934, as amended, in effect on March 31, 1984.

                                 B. In addition to any voting and other
                        requirements under applicable law, and notwithstanding
                        anything contained in this Certificate of Incorporation,
                        as amended, unless the conditions set forth in paragraph
                        C are satisfied, the affirmative vote of either (i) not
                        less than seventy-five percent (75%) of the outstanding
                        shares of stock of the Corporation entitled to be cast
                        in elections of directors or (ii) not less than
                        sixty-six and two-thirds percent (66 2/3%) of the
                        outstanding shares of stock of the Corporation entitled
                        to be cast in elections of directors and not less than a
                        majority of the Non-Affiliated Shares, shall be required
                        for the adoption or authorization of a Business
                        Combination. For the purposes hereof, all voting stock
                        shall be considered as being of one class.

                                 C. The affirmative vote requirements of
                        paragraph B shall not be applicable if all of the
                        following conditions are satisfied:

                        (1) The cash and fair market value of the property,
                        securities or other consideration (including, without
                        limitation, capital stock of the Corporation retained by
                        its existing public stockholders in the event of a
                        Business Combination in which the Corporation is the
                        surviving corporation) to be received per share by the
                        holders of each class or series of stock of the
                        Corporation in a Business Combination, is not less than
                        the highest per share price (including any brokerage
                        commissions, transfer taxes or soliciting dealers' fees)
                        paid by such Dominant Stockholder in acquiring any
                        shares of such class or series during the three year
                        period immediately prior to the effective date of the
                        Business Combination;

                        (2) The consideration to be received by holders of each
                        class or series of stock shall be in cash or in the same
                        form as the Dominant Stockholder has previously paid for
                        shares

<PAGE>

                        of such class or series of stock. If the Dominant
                        Stockholder has paid for shares of any class or series
                        of stock with varying forms of consideration, the form
                        of consideration for such class or series of stock shall
                        be either in cash or in the form used to acquire the
                        largest number of shares of such class or series of
                        stock previously acquired by the Dominant Stockholder;

                        (3) After a Person has become a Dominant Stockholder and
                        prior to the consummation of a Business Combination,
                        there shall have been no reduction in the annual rate of
                        dividends paid on shares of stock of the Corporation
                        (except as necessary to reflect any subdivision of such
                        shares); and

                        (4) Prior to the consummation of the Business
                        Combination, the Dominant Stockholder shall not have (i)
                        received the benefit, directly or indirectly (except
                        proportionately as a stockholder), of any loans,
                        advances, guarantees, pledges or other financial
                        assistance or tax credits provided by the Corporation or
                        (ii) made or caused to have been made any material
                        change in the Corporation's business or equity capital
                        structure.

                                 D. No amendment to this Certificate of
                        Incorporation, as amended, shall amend, alter, change or
                        repeal any of the provisions of this Article FIFTEENTH,
                        unless the amendment effecting such amendment,
                        alteration, change or repeal shall receive the
                        affirmative vote of either (i) not less than
                        seventy-five percent (75%) of the outstanding shares of
                        stock of the Corporation entitled to be cast in
                        elections of directors or (ii) not less than sixty-six
                        and two-thirds percent (66 2/3%) of the outstanding
                        shares of stock of the Corporation entitled to be cast
                        in elections of directors and not less than a majority
                        of the Non-Affiliated Shares. For the purposes hereof,
                        all voting stock shall be considered as being of one
                        class."

         SECOND: This Restated Certificate of Incorporation (i) has been duly
adopted by the board of directors of the Corporation in accordance with Section
245 of the Delaware General Corporation Law and (ii) only restates and
integrates and does not further amend the provisions

<PAGE>

of the Corporation's charter and there is no discrepancy between those
provisions and the provisions of this Restated Certificate of Incorporation.

         IN WITNESS WHEREOF, ALLIED RESEARCH ASSOCIATES, INC. has caused these
presents to be signed in its name and on its behalf by its President and its
corporate seal to be hereunder affixed and attested by its Secretary on this
28th day of June, 1984.

ATTEST:                                  ALLIED RESEARCH ASSOCIATES, INC.



__________________________________       _____________________________________
Linda C. Carter                          M. B. Ruffin, President
Secretary

<PAGE>

STATE OF MARYLAND          )
         ss:
CITY OF BALTIMORE          )

         I HEREBY CERTIFY that on this 28th day of June, 1984, personally came
before me, a Notary Public for the State of Maryland, M.B. RUFFIN and LINDA C.
CARTER, known to me personally to be the President and Secretary of Allied
Research Associates, Inc., respectively, and severally acknowledged the said
Restated Certificate to be the act and deed of Allied Research Associates, Inc.
and that the facts therein stated are truly set forth.

         GIVEN under my hand and seal of office the day and year aforesaid.


                                      ___________________________________
                                      Notary Public

My Commission Expires:


____________________