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                          CERTIFICATE OF INCORPORATION

                                       OF

                             PHOENIX MICROWAVE, LTD.

                  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  Phoenix Microwave, Ltd.

                  SECOND: The address, including street, number, city, and
county, of the registered office of the corporation in the State of Delaware is
2707 Lansdowne Drive East, Wilmington, 19810, County of New Castle; and the name
of the registered agent of the corporation in the State of Delaware at such
address is Christopher P. Flannery, Esquire.

                  THIRD: The nature of the business and the purposes to be
conducted and promoted by the corporation shall be 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 Delaware.

                  FOURTH: The  Corporation is authorized to issue capital 
stock of one thousand  (1,000) shares of Common Stock, par value $.01 per share.

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

                  NAME                          MAILING ADDRESS

         Jill Spalding                          Spector Gadon & Rosen, P.C.
                                                1700 Market Street, 29th Floor
                                                Philadelphia, PA 19103

                  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


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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 the provisions of ss. 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 the provisions of
ss.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: The number of directors constituting the initial 
Board of Directors  shall be one (1), and the name and address of the initial 
director is as follows:

                           Name                          Address
                           ----                          -------
                  Stanley P. Jaskiewicz        c/o Spector Gadon & Rosen, P.C.
                                                1700 Market Street, 29th Floor
                                                    Philadelphia, PA 19103

                  NINTH: The personal liability of the directors of the
corporation is hereby eliminated to the fullest extent permitted by the
provisions of paragraph (7) of subsection (b) of ss. 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 the provisions of ss. 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify directors and
officers under said section from and against any and all of the expenses
(including reasonable attorneys' fees), liabilities, or other matters referred
to in or covered by said section and the Corporation may, upon the determination
of the Board of Directors of the Corporation, to the fullest extent permitted by
the provisions of ss.145 of the General Corporation Law of the State of
Delaware, as the same may be amended or supplemented, indemnify employees or
agents of the Corporation and any and all other persons whom it shall have power
to indemnify under said section, from and against any and all of the expenses
(including reasonable attorneys' fees), liabilities, or other matters referred
to in or covered by said section. 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 continue as to a
person who has ceased to be a director, officer, 


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employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person. The corporation shall pay and advance expenses
(including reasonable attorneys' fees) to directors and officers for matters
covered by indemnification to the fullest extent permitted by the provisions of
ss. 145 of the General Corporation Law of the State of Delaware, and may
similarly pay and advance expenses for employees and agents as shall be approved
by the Board of Directors of the Corporation.

                  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.

                  TWELFTH: The effective time of the certificate of 
incorporation  of the  corporation,  and the time when the existence of the
corporation shall commence, shall be upon filing.

Signed on April 24, 1996

                                                /s/ Jill Spalding
                                                --------------------------------
                                                         Jill Spalding