COMPOSITE

                          CERTIFICATE OF INCORPORATION

                                       OF

                             PASSUR AEROSPACE, INC.


FIRST:  The name of the Corporation is PASSUR Aerospace, Inc.

SECOND: The purposes for which it is formed are as follows:

        (a)   To engage in the business of manufacturing, creating, compounding,
              developing, inventing, owning, acquiring, producing, processing,
              constructing, storing, assembling, preparing for market,
              exhibiting, distributing, installing, buying, selling, leasing,
              renting, mortgaging, licensing, exchanging, reconstructing,
              repairing, importing, exporting, and otherwise dealing with
              instruments, machinery, raw materials, natural or manufactured
              products, devices, systems, parts, supplies, apparatus, personal
              property, goods, wares, equipment, and merchandise of every kind,
              nature and description, tangible or intangible.

        (b)   To engage in any mercantile distributing or trading business of
              any kind, character or description whatever within or without the
              State of New York or the United States of America. To buy and sell
              as broker, representative or agent or on its own account at
              wholesale and/or retail. To import, export, acquire, own,
              exchange, barter, transfer, contract, lease, encumber, prepare for
              market, package, distribute, ship, service, install, repair,
              alter, conduct, operate and deal with all goods, wares and
              merchandise of all types and every description.

        (c)   To develop, apply for, obtain, register, purchase, lease, or
              otherwise acquire, and to hold, own, exercise, use, operate and
              introduce, any trade names, trademarks, labels, brands, designs,
              patents, inventions, improvements and processes, and to sell,
              lease, license, assign, pledge or dispose of any of the same, or
              any rights, privileges or interests in any of them, and to carry
              on any similar business, manufacturing or otherwise, which may be
              directly or indirectly necessary to effectuate these objects or
              any of them, provided always that this shall not be deemed to
              include any business except such as is permitted by the
              Corporation Laws of the State of New York.


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        (d)   To carry on and conduct a general agency business, to act, and to
              appoint others to act, as general agent, special agent, broker,
              factor, manufacturers' agent, purchasing agent, sales agent,
              distributing agent, representative and commission merchant, for
              individuals, firms, associations, and corporations in the
              distribution, delivery, purchase, and sale of goods, wares,
              merchandise, property, commodities, and articles of commerce of
              every kind and description, and in selling, promoting the sale of,
              advertising, and introducing, and contracting for the sale,
              introduction, advertisement, and use of, services of all kinds,
              relating to any and all kinds of businesses, for any and all
              purposes.

        (e)   As principal, agent or broker and on commission or otherwise, to
              acquire, by purchase or otherwise, hold, own, develop, improve,
              repair, manage, maintain, rent, sell, convey, exchange, trade in
              and dispose of real property or any estate, interest or right
              therein; to erect, construct, alter, maintain, improve, demolish,
              raze, wreck and abandon buildings and structures of every kind and
              nature on any lands of the Corporation or upon any other lands,
              and to rebuild, alter and improve existing buildings and
              structures of every kind and nature to the extent now or hereafter
              permitted by law; to act as a loan broker; to lend money, whether
              secured by mortgages, mortgage bonds or other liens on real estate
              or unsecured.

        (f)   To purchase, acquire, hold and dispose of the stocks, bonds and
              other securities or evidences of indebtedness of any corporation,
              domestic or foreign; and to pay cash therefor or to issue in
              exchange therefor this corporation's stock, bonds, or other
              obligations, and while owner of any such stock, bonds or other
              obligations, to possess and exercise in respect thereof all
              rights, powers and privileges of individual owners or holders
              thereof and to exercise any and all voting powers thereon.

        (g)   To acquire the good will, rights and property of any other
              persons, firm, association or corporation engaged in any of the
              trades or businesses authorized to be carried on under this
              certificate of incorporation and to pay cash therefor or to issue
              or exchange therefor this corporation's stocks, bonds or other
              obligations, and to hold or in any manner dispose of the whole or
              any part of the property so purchased, or to conduct in any lawful
              manner the whole or any part of the business so acquired, and to
              exercise all the powers necessary or convenient in and about the
              conducting and management of such business.

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        (h)   To purchase, hold, sell, transfer, reissue or cancel the shares of
              its own capital stock or any securities or other obligations of
              the corporation in the manner and to the extent now or hereafter
              permitted to corporations organized under the laws of the State of
              New York.

        (i)   To borrow or raise moneys for any of the purposes of this
              corporation, without limit as to amount, and in connection
              therewith to furnish collateral or other security either alone or
              jointly with any other person, firm or corporation; to make,
              execute, draw, accept, endorse, pledge, issue, sell or otherwise
              dispose of promissory notes, warrants, bonds, debentures and other
              evidence of indebtedness, negotiable or non-negotiable,
              transferable or non-transferable, secured or unsecured; to confer
              upon the holders of any of the obligations of this corporation
              such powers, rights and privileges as from time to time may be
              deemed advisable by the Board of Directors, to the extent
              permitted under the laws of the State of New York; to lend and
              advance money, extend credit, take notes, open accounts and any
              other evidence of indebtedness in connection therewith, whether
              secured or unsecured.

        (j)   To make any guarantee respecting dividends, stock, bonds,
              contracts or other obligations of any other corporations or
              associations in which this corporation has or may have an interest
              so far as the same may be permitted by corporations organized
              under the corporation laws of the State of New York.

        (k)   To have one or more offices, to carry on all or any of its
              operations and business, and, without restrictions or limit as to
              amount, to purchase or otherwise acquire, to 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.

        (l)   To carry on any of the above businesses or any business connected
              therewith wherever the same may be permitted by law, and to the
              same extent as the laws of this State will permit and as fully and
              with all the powers that the laws of this State confer upon
              corporations or organizations under this Act, and to do any and
              all of the business above mentioned and set forth to the same
              extent as natural persons might or could do.

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        (m)   To undertake, contract for or carry on any business incidental to
              or in aid of, or advantageous in pursuance of any of the objects
              or purposes of the corporation.

        (n)   To do any of the things hereinbefore enumerated, for itself or for
              account of others, and to enter into, make, perform and carry out
              contracts, agreements or arrangements of every sort and kind for
              doing any part thereof which may be necessary or convenient for
              the business of this corporation, or business of a similar nature,
              with any person, entity, syndicate, partnership, association,
              trust or governmental or public authority, domestic or foreign, so
              far as and to the extent that the same may be done and performed
              by corporations organized under the New York Business Corporation
              Law.

        (o)   To act generally as principal, agent, factor, representative,
              dealer, exporter, or importer, and in one or more of said
              capacities, to do, perform and carry out any and all of the
              purposes hereinbefore set forth.

        (p)   In general, to carry on any other similar business in connection
              with the foregoing, and to have and exercise all the powers
              conferred by the laws of New York upon corporations formed under
              the Act hereinbefore 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.

         The foregoing clauses shall be construed as describing both purposes
and objects, and powers, and it is hereby expressly provided that the foregoing
enumeration of specific powers shall not be held to limit or restrict in any
manner the power of this Corporation.

         THIRD: The office of the Corporation is to be located in the County of
Suffolk, State of New York.

         FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue is ten million (10,000,000) common shares, having a par value
of $0.01 per share.

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         FIFTH: The Secretary of State is designated as the agent of the
Corporation upon whom process against the Corporation may be served. The post
office address to which the Secretary of State shall mail a copy of any process
against the Corporation served upon him is 35 Orville Drive, Bohemia, New York
11716.

         SIXTH: No holders of shares of the Corporation or any class, now or
hereafter authorized, shall have any preferential or preemptive right to
subscribe for, purchase or receive any shares of the Corporation of any class,
now or hereafter authorized, or any options or warrants for such shares, or any
rights to subscribe to or purchase such shares, or any securities convertible
into or exchangeable for such shares, which may at any time be issued, sold or
offered for sale by the Corporation.

         SEVENTH: No director of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages for any breach of duty
as a director, except for liability of any director if a judgment or other final
adjudication adverse to him establishes that his acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation of law or that
he personally gained in fact a financial profit or other advantage to which he
was not legally entitled or that his acts violated section 719 of the New York
Business Corporation Law. Any repeal or modification of this Article or adoption
or an inconsistent provision shall not adversely affect any right or protection
of a director of the Corporation in respect of any matter occurring, or any
cause of action, suit, or claim that would accrue or arise prior to such repeal,
modification, or adoption of an inconsistent provision.

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EIGHTH:

I.   CERTAIN RESTRICTIONS ON THE TRANSFER OF STOCK. In order to preserve the Tax
     Benefits (as such term is hereinafter defined), the restrictions set forth
     below shall apply for the period beginning on the ARTICLE EIGHTH Effective
     Date (as such term is hereinafter defined) and ending on the Expiration
     Date (as such term is hereinafter defined), unless the Board of Directors
     shall fix an earlier or later date in accordance with Section VI of this
     ARTICLE EIGHTH:

     A.   DEFINITIONS.

          1.   ARTICLE EIGHTH EFFECTIVE DATE. March 2, 2000, which date is the
               date of the filing of this Amendment to this Corporation's
               Certificate of Incorporation with the Department of State of the
               State of New York.

          2.   CONTROL. The possession, direct or indirect, of the power to
               direct or cause the direction of the management and policies of a
               Person (as such term is hereinafter defined), whether through the
               ownership of voting securities, by contract, or otherwise. Such
               definition shall also apply to the terms "controlling,"
               "controlled by" and "under common control with."

          3.   EXPIRATION DATE. November 30, 2000.

          4.   INTERNAL REVENUE CODE. The Internal Revenue Code of 1986, as
               amended. Any reference to a particular Section or provision of
               the Internal Revenue Code shall be deemed to also refer to any
               successor Section or provision having similar effect.

          5.   OWNERSHIP CHANGE. An "ownership change" with respect to the
               Company, as that term is used in Section 382(g) of the Internal
               Revenue Code and Treasury Regulations Section 1.382-2T(a)(1).

          6.   OTHER PERMITTED HOLDERS. Any Person which has a Prohibited
               Ownership Percentage permitted under this Section I, whether
               pursuant to a consent of the Board of Directors or otherwise.

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          7.   PERSON. Any individual, corporation, estate, trust, association,
               company, partnership, joint venture, or similar organization, or
               any other entity described in Treasury Regulations Section
               1.382-3(a)(1)(i).

          8.   PROHIBITED OWNERSHIP PERCENTAGE. Any ownership in the Company
               that would cause a Person or Public Group (as such term is
               hereinafter defined) to be a "5-percent shareholder" of the
               Company within the meaning of Treasury Regulations Section
               1.382-2T(g)(1)(i) or (ii). For this purpose, whether a Person or
               Public Group would be a "5-percent shareholder" shall be
               determined (u) by substituting "4.5 percent" for "5 percent" each
               place it appears in such provisions, (v) without giving effect to
               the following provisions: Treasury Regulations Sections
               1.382-2T(g)(2), 1.382-2T(g)(3), 1.382-2T(h)(2)(iii) and
               1.382-2T(h)(6)(iii), (w) by treating every Person or Public Group
               which owns Stock, whether directly or by attribution, as directly
               owning such Stock notwithstanding any further attribution of such
               Stock to other Persons and notwithstanding Treasury Regulations
               Section 1.382-2T(h)(2)(i)(A), (x) by substituting the term
               "Person" in place of "individual" in Treasury Regulations Section
               1.382-2T(g)(1)(i), (y) by taking into account ownership of Stock
               at any time during the "testing period" as defined in Treasury
               Regulations Section 1.382-2T(d)(1), and (z) by treating each day
               during the testing period as if it were a "testing date" as
               defined in Treasury Regulations Section 1.382-2(a)(4). In
               addition, for the purpose of determining whether any Person or
               Public Group has a Prohibited Ownership Percentage as of any
               date, the definition of Stock set forth in Subparagraph A(10) of
               this Section I shall be applied in lieu of the definition in
               Treasury Regulations Section 1.382-2T(f)(18), except that any
               option shall be treated as Stock only to the extent that treating
               it as Stock would cause an increase in ownership of such Person
               and such option would be deemed exercised pursuant to Treasury
               Regulations in effect from time to time (disregarding whether
               treating such option as exercised would cause an ownership
               change).

          9.   PUBLIC GROUP. A "public group" with respect to the Company, as
               that term is used in Treasury Regulations Section
               1.382-2T(f)(13), excluding any "direct public group" with respect
               to the Company, as that term is used in Treasury Regulations
               Section 1.382-2T(j)(2)(ii).

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          10.  STOCK. All classes of stock of the Company, all options to
               acquire stock of the Company and all other interests that would
               be treated as stock in the Company pursuant to Treasury
               Regulations Section 1.382-2T(f)(18)(iii), other than (x) stock
               described in Section 1504(a)(4) of the Internal Revenue Code and
               (y) stock that would be described in such Section 1504(a)(4) but
               is not so described solely because it is entitled to vote as a
               result of dividend averages. As used in this ARTICLE EIGHTH, the
               term "option" shall have the meaning set forth in Treasury
               Regulations Section 1.382-2T(h)(4).

          11.  TAX BENEFITS. The net operating loss carryovers and capital loss
               carryovers to which the Company is entitled under the Internal
               Revenue Code, free of restrictions under Section 382 of the
               Internal Revenue Code.

          12.  TESTING DATE ACTION. Any Transfer or acquisition of Stock or any
               other action (including the acquisition or issuance of an option
               to Transfer or acquire Stock), if the effect of such Transfer,
               acquisition or other action would be to cause a "testing date"
               with respect to the Company within the meaning of Treasury
               Regulations Section 1.382-2(a)(4), determined by treating every
               Person and Public Group which has a Prohibited Ownership
               Percentage as a 5-percent shareholder as used in such Section.

          13.  TRANSFER. Any means of conveyance of legal or beneficial
               ownership of Stock, whether such ownership is direct or indirect,
               voluntary or involuntary, including, without limitation, an
               indirect transfer of ownership through the transfer of any
               ownership interest of any entity that owns Stock.

          14.  TRANSFEREE UNDERTAKING. A duly executed undertaking for the
               benefit of the Company by any transferee pursuant to which the
               transferee agrees that (i) it will not take any of the following
               actions without the prior consent of the Board of Directors: (x)
               acquire any additional Stock, (y) Transfer any Stock in violation
               of Paragraph B of this Section I, or (z) take or cause to be
               taken any Testing Date Action, (ii) upon request by the Company,
               it will furnish or cause to be furnished to the Company all
               certificates representing Stock held of record or beneficially,
               directly or indirectly, by it or by any Person, controlling,
               controlled by or under common control with it for the purpose of
               placing a legend on such certificates to reflect the undertakings
               described in clause (i) above, (iii) it acknowledges that "stop
               transfer" orders may be entered with the transfer agent (or
               agents) and the registrar (or registrars) of Stock against the
               transfer of Stock subject to the undertakings described in clause
               (i) above except in compliance with the requirements of such
               undertakings, and (iv) it will agree to such other actions and
               remedies as the Company may reasonably request in order to
               preserve the Tax Benefits.

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          15.  TREASURY REGULATIONS. The regulations promulgated by the
               Secretary of the Treasury under the Internal Revenue Code. Any
               reference to a particular Treasury Regulation or Section or
               provision thereof shall be deemed to also refer to any successor
               Regulation or Section or provision having similar effect.

     B.   TRANSFER RESTRICTIONS. The following Transfers and actions shall be
          prohibited, unless (i) the Board of Directors has consented to such
          transfer and (ii) the transferee has entered into a Transferee
          Undertaking:

          1.   GENERAL. No Person shall Transfer any Stock to any other Person
               to the extent that such Transfer, if effected, (i) would cause
               the transferee or any Person or Public Group to have a Prohibited
               Ownership Percentage, or (ii) would increase the ownership
               percentage of any transferee or any Person or Public Group having
               a Prohibited Ownership Percentage within the three-year period
               ending on and including the date of such Transfer.

          2.   ADDITIONAL RESTRICTIONS ON TRANSFERS INVOLVING OTHER PERMITTED
               HOLDERS. In addition to the restrictions under Subparagraph B(1)
               above, (i) no Other Permitted Holder shall Transfer any Stock,
               and no other Person shall Transfer any Stock to an Other
               Permitted Holder, if, in either case, such Transfer would
               constitute a Testing Date Action, and (ii) no Other Permitted
               Holder shall take any other action that would constitute a
               Testing Date Action.

          3.   ADDITIONAL RESTRICTIONS UNDER TRANSFEREE UNDERTAKINGS. In
               addition to the restrictions under Subparagraph B(1) above, (i)
               no Person who has delivered a Transferee Undertaking shall
               Transfer any Stock, and no Person shall Transfer any Stock to any
               Person who has delivered a Transferee Undertaking, if, in either
               case, such Transfer would result in a violation of such
               Transferee Undertaking, and (ii) no Person who has delivered a
               Transferee Undertaking shall take or cause to be taken any other
               action that would constitute a Testing Date Action.

          C.   PERMITTED TRANSFERS. Unless otherwise restricted under Paragraph
               B of Section I or under a Transferee Undertaking or other
               agreement, Transfers of Stock may be made without a consent of
               the Board of Directors.

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          D.   WAIVERS. Notwithstanding anything herein to the contrary, the
               Board of Directors may waive any of the restrictions contained in
               Paragraph B of this Section I of this ARTICLE EIGHTH: (1) in the
               event of a tender or exchange offer within the meaning of the
               Securities Exchange Act of 1934, as amended, to acquire Stock
               constituting more than fifty percent in value of the outstanding
               Common Stock of the Company, so long as such waiver shall apply
               to all Transfers pursuant to such tender or exchange offer; (2)
               in connection with any Transfers of Stock in connection with
               underwritten offerings of such Stock; (3) in connection with any
               investment in or acquisition of a business or any business
               combination involving the Company or any subsidiary of the
               Company; and (4) in any other instance in which the Board of
               Directors reasonably and in good faith determines that a waiver
               would be in the best interests of the Company.

II.  ATTEMPTED TRANSFER IN VIOLATION OF TRANSFER RESTRICTIONS. Unless the
     consent or waiver of the Board of Directors is obtained and except as
     provided in Paragraph C of Section II below, any attempted Transfer of
     shares of Stock of the Company in excess of the shares that could be
     Transferred to the transferee without restriction under Paragraph B of
     Section I above shall not be effective to transfer ownership of such excess
     shares (the "Prohibited Shares") to the purported acquiror thereof (the
     "Purported Acquiror"), and the Purported Acquiror shall not be entitled to
     any rights as a shareholder of the Company with respect to the Prohibited
     Shares, including, without limitation, the right to vote or to receive
     dividends with respect thereto. Nothing contained in this ARTICLE EIGHTH
     shall preclude the settlement of any transaction involving Stock entered
     into through the facilities of any national securities exchange. The
     application of the provisions and remedies described in the first sentence
     of this Section II and in Paragraphs A, B and C of this Section II this
     shall be deemed not to so preclude any such settlement. Paragraphs A, B and
     C below shall apply only in the case of violations of the restrictions
     contained in Subparagraph B(1) of Section I above.

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     A.   TRANSFER OF CERTIFICATES; SALE OF STOCK. Upon demand by the Company,
          the Purported Acquiror shall transfer any certificate or other
          evidence of purported ownership of the Prohibited Shares within the
          Purported Acquiror's possession or control, together with any
          dividends or other distributions paid by the Company with respect to
          the Prohibited Shares that were received by the Purported Acquiror
          (the "Prohibited Distributions"), to an agent to be designated by the
          Company (the "Agent"). If the Purported Acquiror has sold the
          Prohibited Shares to an unrelated party in an arm's-length transaction
          after purportedly acquiring them, the Purported Acquiror shall be
          deemed to have sold the Prohibited Shares for the Agent, and in lieu
          of transferring the Prohibited Shares and Prohibited Distributions to
          the Agent shall transfer to the Agent the Prohibited Distributions and
          the proceeds of such sale (the "Resale Proceeds") except to the extent
          that the Agent grants written permission to the Purported Acquiror to
          retain a portion of the Resale Proceeds not exceeding the amount that
          would have been payable by the Agent to the Purported Acquiror
          pursuant to Paragraph B of this Section II if the Prohibited Shares
          had been sold by the Agent rather than by the Purported Acquiror. Any
          purported Transfer of the Prohibited Shares by the Purported Acquiror,
          other than a transfer described in one of the two preceding sentences
          (unless such transfer itself violates the provisions of this ARTICLE
          EIGHTH), shall not be effective to transfer any ownership of the
          Prohibited Shares.

     B.   ALLOCATION AND DISTRIBUTION OF PROCEEDS. The Agent shall sell to a
          Person whose ownership of such shares would not exceed the Prohibited
          Owner Percentage in an arm's-length transaction any Prohibited Shares
          transferred to the Agent by the Purported Acquiror, and the proceeds
          of such sale (the "Sale Proceeds"), or the Resale Proceeds, if
          applicable, shall be allocated to the Purported Acquiror up to the
          following amount: (1) where applicable, the purported purchase price
          paid or value of consideration surrendered by the Purported Acquiror
          for the Prohibited Shares and (2) where the purported Transfer of the
          Prohibited Shares to the Purported Acquiror was by gift, inheritance,
          or any similar purported transfer, the fair market value of the
          Prohibited Shares at the time of such purported Transfer. Any Resale
          Proceeds or Sales Proceeds in excess of the amount allocable to the
          Purported Acquiror pursuant to the preceding sentence, together with
          any Prohibited Distributions (such excess amount and Prohibited
          Distributions are collectively the "Subject Amounts"), shall be
          transferred to an entity designated by the Company that is described
          in Section 501(c)(3) of the Internal Revenue Code (the "Designated
          Charity"). In no event shall any such Prohibited Shares or Subject
          Amounts inure to the benefit of the Company or the Agent, but such
          Subject Amounts may be used to cover expenses incurred by the Agent in
          performing its duties.

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     C.   LIMITATION ON ENFORCEABILITY. Notwithstanding anything herein to the
          contrary, with respect to any Transfer of Stock which would cause a
          Person or Public Group (the "Prohibited Party") to violate a
          restriction provided for in Subparagraph B(1) of Section I above only
          on account of the attribution to the Prohibited Party of the ownership
          of Stock by a Person or Public Group which is not controlling,
          controlled by or under common control with the Prohibited Party, which
          ownership is nevertheless attributed to the Prohibited Party,
          Subparagraph B(1) of Section I above shall not apply in a manner that
          would invalidate such Transfer. In such case, the Prohibited Party and
          any Persons controlling, controlled by or under common control with
          the Prohibited Party (collectively the "Prohibited Party Group") shall
          automatically be deemed to have disposed of, and shall be required to
          dispose of, sufficient shares of Stock (which shares shall consist
          only of shares held legally or beneficially, whether directly or
          indirectly, by any member of the Prohibited Party Group, but not
          shares held through another Person, other than shares held through a
          Person acting as agent or fiduciary for any member of the Prohibited
          Party Group, and which shares shall be disposed of in the inverse
          order in which they were acquired by members of the Prohibited Party
          Group) to cause the Prohibited Party, following such disposition, not
          to be in violation of Subparagraph B(1) of Section I above, provided
          that in the event no member of the Prohibited Party Group (i) is an
          Other Permitted Holder and (ii) had any actual knowledge that such
          Transfer was prohibited under Subparagraph 8(1) of Section I above,
          such disposition shall only be effected to the extent necessary in
          order to prevent an Ownership Change. Such disposition shall be deemed
          to occur simultaneously with the Transfer giving rise to the
          application of this provision, and such number of shares which are
          deemed to be disposed of shall be considered Prohibited Shares and
          shall be disposed of through the Agent as provided in Paragraph B of
          this Section II, except that the maximum amount payable to the
          Prohibited Party in connection with such sale shall be the fair market
          value of the Prohibited Shares at the time of the Prohibited Transfer.

     D.   OTHER REMEDIES. In the event that the Board of Directors determines
          that a Person proposes to take any action in violation of Paragraph B
          of Section I above, or in the event that the Board of Directors
          determines after the fact that an action has been taken in violation
          of Paragraph B of Section I, the Board of Directors, subject to the
          second and third sentences of the introductory paragraph of this
          Section II, may take such action as it deems advisable to prevent or
          to refuse to give effect to any Transfer or other action which would
          result, or has resulted, in such violation, including, but not limited
          to, refusing to give effect to such Transfer or other action on the
          books of the Company or instituting proceedings to enjoin such
          Transfer or other action. If any Person shall knowingly violate
          Paragraph B of Section I, then that Person and all other Persons
          controlling, controlled by or under common control with such Person
          shall be jointly and severally liable for, and shall pay to the
          Company, such amount as will, after taking account of all taxes
          imposed with respect to the receipt or accrual of such amount and all
          costs incurred by the Company as a result of such loss, put the
          Company in the same financial position as it would have been in had
          such violation not occurred.

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III. PROMPT ENFORCEMENT AGAINST PURPORTED ACQUIROR. Within 30 business days of
     learning of a purported Transfer of Prohibited Shares to a Purported
     Acquiror or a Transfer of Stock to a Prohibited Party, the Company through
     its Secretary shall demand that the Purported Acquiror or Prohibited Party
     surrender to the Agent the certificates representing the Prohibited Shares,
     or any Resale Proceeds, and any Prohibited Distributions, and if such
     surrender is not made by the Purported Acquiror or Prohibited Party within
     30 business days from the date of such demand, the Company shall institute
     legal proceedings to compel such surrender; provided, however, that nothing
     in this Section III shall preclude the Company in its discretion from
     immediately bringing legal proceedings without a prior demand, and also
     provided that failure of the Company to act within the time periods set out
     in this Section III shall not constitute a waiver of any right of the
     Company to compel any transfer required by Section II above. Upon a
     determination by the Board of Directors that there has been or is
     threatened a purported Transfer of Prohibited Shares to a Purported
     Acquiror or a Transfer of Stock to a Prohibited Party or any other
     violation of Paragraph B of Section I above, the Board of Directors may
     authorize such additional action as it deems advisable to give effect to
     the provisions of this ARTICLE EIGHTH, including, without limitation,
     refusing to give effect on the books of the Company to any such purported
     Transfer or instituting proceedings to enjoin any such purported Transfer.

IV.  OBLIGATION TO PROVIDE INFORMATION. The Company may require as a condition
     to the registration of the Transfer of any Stock that the proposed
     transferee furnish to the Company all information reasonably requested by
     the Company with respect to all the direct or indirect ownership of Stock
     by the proposed transferee and by Persons controlling, controlled by or
     under common control with the proposed transferee.

V.   LEGENDS. All certificates evidencing Stock that is subject to the
     restrictions on transfer set forth in this ARTICLE EIGHTH shall bear a
     conspicuous legend referencing such restrictions.

VI.  FURTHER ACTIONS. Subject to the second and third sentences of the
     introductory paragraph of Section II, nothing contained in this ARTICLE
     EIGHTH shall limit the authority of the Board of Directors to take such
     other action to the extent permitted by law as it deems necessary or
     advisable to protect the Company and the interests of the holders of its
     securities in preserving the Tax Benefits. Without limiting the generality
     of the foregoing, in the event of a change in law (including applicable
     regulations) making one or more of the following actions necessary, in the
     case of actions described in clauses (B), (C) and (D) below, or desirable,
     in the case of actions described in clause (A) below, the Board of
     Directors may (A) accelerate the Expiration Date, (B) extend the Expiration
     Date, (C) conform any terms or numbers set forth in the transfer
     restrictions in Section I above to make such terms consistent with the
     Internal Revenue Code and the Treasury Regulations following any changes
     therein to the extent necessary to preserve the Tax Benefits, or (D)
     conform the definitions of any terms set forth in this ARTICLE EIGHTH to

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     the definitions in effect following such change in law; provided that the
     Board of Directors shall determine in writing that such acceleration,
     extension, change or modification is reasonably necessary to preserve the
     Tax Benefits or that the continuation of these restrictions is no longer
     reasonably necessary for the preservation of the Tax Benefits, which
     determination shall be based upon an opinion of legal counsel to the
     Company and which determination shall be filed with the Secretary of the
     Company and mailed by the Secretary to all stockholders of the Company
     within ten days after the date of any such determination.

VII. SEVERABILITY. If any provision of this ARTICLE EIGHTH or the application of
     any such provision to any Person or under any circumstance shall be held
     invalid, illegal, or unenforceable in any respect by a court of competent
     jurisdiction, such invalidity, illegality or unenforceability shall not
     affect any other provision of this ARTICLE EIGHTH.

As amended through April 22, 2008


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