PAGE 1

                                State of Delaware

                        Office of the Secretary of State

                         ------------------------------

     I, EDWARD J. FREEL,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY  THE  ATTACHED  IS A  TRUE  AND  CORRECT  COPY  OF  THE  CERTIFICATE  OF
INCORPORATION OF "AEROFLEX LABORATORIES  INCORPORATED",  FILED IN THIS OFFICE ON
THE THIRD DAY OF JANUARY, A.D. 1961, AT 10 O'CLOCK A.M.


                                 [SEAL OMITTED]


                                       /s/ Edward J. Freel
                    [SEAL OMITTED]     -----------------------------------------
                                       Edward J. Freel, Secretary of State

0561329 8100                           AUTHENTICATION: 7276018

944200245                                        DATE: 10-20-94
<PAGE>

================================================================================


                       AEROFLEX LABORATORIES INCORPORATED



                            -----------------------

                          CERTIFICATE OF INCORPORATION

                            -----------------------



                           Incorporated under the laws
                            of the State of Delaware


================================================================================
<PAGE>

                          CERTIFICATE OF INCORPORATION

                                       of

                       AEROFLEX LABORATORIES INCORPORATED

                              --------------------

            We, the undersigned, for the purpose of associating to establish a
corporation for the transaction of the business and the promotion and conduct of
the objects and purposes hereinafter stated, under the provisions, and subject
to the requirements, of the laws of the State of Delaware (particularly Chapter
1 of Title 8 of the Delaware Code of 1953, known as the "General Corporation Law
of the State of Delaware", and the acts amendatory thereof, supplemental thereto
or substituted therefor), do make and file this Certificate of Incorporation in
writing and do hereby certify as follows:

            FIRST: The name of the corporation (hereinafter called the
Corporation) is

            AEROFLEX LABORATORIES INCORPORATED

            SECOND: The respective names of the County and of the City within
the County in which the principal office of the Corporation is to be located in
the State of Delaware are the County of New Castle and the City of Wilmington.
The name of the resident agent of the Corporation is The Corporation Trust
Company.
<PAGE>

                                                                               2


            The street and number of said principal office and the address by
street and number of said resident agent is No. 100 West Tenth Street, in the
City of Wilmington, State of Delaware.

            THIRD: The nature of the business of the Corporation and the objects
and purposes to be transacted, promoted or carried on by it, are as follows:

            (a) To manufacture, process, prepare, design, develop, experiment
      with, equip, remodel, construct, acquire, hold, use, operate, buy, sell,
      lease, install, repair, service, import, export, trade and deal in and
      with, and to grant, receive and exercise licenses, rights and privileges
      in respect of the development, production, use and marketing of, any and
      all equipment, machines, machinery, apparatus, instruments, fixtures,
      appliances, devices and contrivances of any kind or nature whatsoever
      which perform image-forming sensory functions in the field of aerial or
      space reconnaissance, or which are used in any field for the control,
      receipt, generation, transmission, conversion, amplification or use of
      energy, power, light, signals or information or other data, whether based
      upon, involving or applying principles of electricity, electronics,
      mechanics, or otherwise, and any and all components, sub-assemblies,
      parts, appurtenances and accessories thereof, and any and all other
      products, materials and other things manufactured for use in or in
      connection with or by the use of, or used or suitable for use in or in
      connection with, the foregoing, and to engage in the performance of
      services and other related activities in connection therewith;

            (b) To make, manufacture, experiment with, develop, assemble, use,
      repair, buy, sell, lease and otherwise deal in and with machines,
      machinery, engines, motors, equipment, apparatus, instruments, fixtures,
      appliances, devices and contrivances of any kind or nature whatsoever and
      any parts, accessories or improvements of any thereof, of any kind
<PAGE>

                                                                               3


      or nature whatsoever, and any and all other goods, articles, materials,
      wares and merchandise of any kind or nature whatsoever, and to engage and
      participate in any industrial, manufacturing, mercantile, or trading
      business of any kind or character whatsoever;

            (c) To conduct and carry on any experimental and research work in
      engineering and scientific fields, and to render to any person, firm,
      association or corporation engaged in any lawful adventure, enterprise or
      business, services of an engineering, scientific, business or technical
      nature, or concerned with the management of any business program or the
      production, sale, operation or servicing of any equipment, product or
      article of any kind whatsoever;

            (d) To acquire by purchase or otherwise, erect, construct, improve,
      maintain, operate, equip, hold, own, improve, develop, manage, lease,
      mortgage, create liens upon, sell, convey, or otherwise dispose of or turn
      to account buildings, factories, plants, laboratories, offices, shops,
      storehouses, tanks, buildings, roads, machinery, cars and other vehicles,
      and works, structures, machines and apparatus of all kinds, and any and
      all rights and privileges therein, in so far as the same may appertain to
      or be useful in the conduct of the business of the Corporation;

            (e) To develop, adopt, apply for, obtain, register, purchase, take
      licenses in respect of or otherwise acquire, maintain, protect, hold, use,
      own, exercise, develop, operate, introduce, sell and grant licenses or
      other rights in respect of, and assign or otherwise dispose of or turn to
      account, any inventions, devices, formulae, processes, improvements and
      modifications thereof, patents, patent rights, concessions, copyrights and
      distinctive marks and rights analogous thereto, trademarks and trade
      names, including such thereof as may be covered by, used in connection
      with, or secured or received under, the laws of the United States of
      America or of any other jurisdiction;
<PAGE>

                                                                               4


            (f) To acquire by purchase, exchange, lease or otherwise, and to
      own, hold, develop, operate, sell, assign, lease, transfer, convey,
      exchange, mortgage, pledge or otherwise dispose of or encumber property,
      real or personal, tangible or intangible, of any class or description,
      wheresoever situated, and rights and privileges therein;

            (g) To borrow or raise moneys for any of the purposes of the
      Corporation, without limit as to amount; from time to time to issue and
      sell, exchange, pledge or otherwise dispose of its own securities in such
      amounts, on such terms and conditions, for such purposes and for such
      consideration, now or hereafter permitted by the laws of the State of
      Delaware and by this Certificate of Incorporation as the Board of
      Directors of the Corporation (hereinafter called the Board of Directors)
      may determine; and to secure such securities by mortgage upon, or the
      pledge of, or the conveyance or assignment in trust of, the whole or any
      part of the properties, assets, business and good will of the Corporation,
      then owned or thereafter acquired;

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

            (i) To acquire by purchase, subscription, exchange or otherwise, to
      hold, mortgage, pledge, sell, assign, transfer, exchange or otherwise
      dispose of securities, and to pay therefor, in whole or in part, with cash
      or other property, or with shares, bonds, debentures, notes or other
      obligations,
<PAGE>

                                                                               5


      of the Corporation, or in any other lawful manner whatsoever; and, while
      the owner or holder of any such securities, to possess and exercise in
      respect thereof all the rights, powers and privileges of ownership,
      including the right to vote thereon or consent in respect thereof for any
      and all purposes; and, upon a distribution or division of the profits or
      assets of the Corporation, to distribute any such securities; the term
      "securities" as used herein to include, without limitation, shares of
      stock, bonds, debentures, notes, mortgages or other evidences of
      indebtedness, and certificates, receipts or other instruments representing
      rights to receive, purchase or subscribe for the same, or representing any
      other rights or interests therein or in any property or assets, created or
      issued by any person, firm, association, corporation, or government or
      subdivision thereof;

            (j) To enter into, make, perform and carry out contracts and
      agreements of every kind and description which may be necessary,
      appropriate, convenient or advisable in carrying out the business of the
      Corporation, with any person, corporation, association, partnership, firm,
      trustee, syndicate, individual, government, state, municipality or other
      governmental division or subdivision;

            (k) To lend its uninvested funds from time to time to such extent,
      to such persons, firms, associations, corporations, syndicates,
      governments or subdivisions, instrumentalities or agencies thereof, and on
      such terms and on such security, if any, as the Board of Directors may
      determine;

            (l) To endorse or guarantee the payment of principal, interest or
      dividends upon, and to guarantee the performance of sinking fund or other
      obligations of, any securities, and to guarantee the performance of any
      contracts or other undertakings in which the Corporation may otherwise be
      or become interested, in so far as may be permitted by law;

            (m) To purchase, hold, cancel, reissue, sell, exchange, transfer or
      otherwise deal in its own securities, from time to time, to such an extent
      and in such manner and upon such terms as the Board of Directors may
      determine; provided that the Corporation
<PAGE>

                                                                               6


      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 the Corporation shall not be voted upon
      directly or indirectly;

            (n) To organize or cause to be organized under the laws of the State
      of Delaware, or of any other State of the United States of America, or of
      the District of Columbia, or of any territory, dependency, colony or
      possession of the United States of America, or of any foreign country, a
      corporation or corporations for the purpose of transacting, promoting or
      carrying on any of or all the objects or purposes for which the
      Corporation is organized, and to dissolve, wind up, liquidate, merge or
      consolidate any such corporation or corporations or to cause the same to
      be dissolved, wound up, liquidated, merged or consolidated;

            (o) To carry out all or any part of the foregoing purposes as
      principal, factor, agent, contractor or otherwise, either alone or in
      conjunction with any person, firm, association or other corporation and in
      any part of the world;

            (p) To conduct its business in any and all of its branches in the
      State of Delaware, and in any and all other states, territories,
      possessions, colonies and dependencies of the United States of America,
      and in the District of Columbia, and in any and all foreign countries; to
      have one or more offices within and without the State of Delaware; and to
      carry on all and any of its operations and business without restriction or
      limit as to amount; and

            (q) To do any and all things necessary, suitable, convenient or
      proper for, or in connection with, or incidental to, the accomplishment of
      any of the purposes herein enumerated, or designed directly or indirectly
      to promote the interests of the Corporation, or to enhance the value of
      any of its properties or rights; and, in general, to do any and all things
      and exercise any and all powers
<PAGE>

                                                                               7


      which it may now or hereafter be lawful for the Corporation to do or to
      exercise under the laws of the State of Delaware; and to execute from time
      to time such general or special powers of attorney, and to such person or
      persons as the Board of Directors may approve, granting to such person or
      persons such powers as the Board of Directors may deem proper, and to
      revoke such powers of attorney as and when the Board of Directors may
      desire.

            It is the intention that the objects and purposes set forth in the
foregoing clauses of this Article THIRD shall not, unless otherwise specified
herein, be in any wise limited or restricted by reference to, or inference from,
the terms of any other clause of this or any other article in this Certificate
of Incorporation, but that the objects and purposes set forth in each of the
clauses of this Article shall be regarded as independent objects and purposes.

            It is also the intention that said clauses shall be construed as
powers, as well as objects and purposes, and that the foregoing enumeration of
specific powers shall not be held to limit or restrict in any manner the general
powers of the Corporation, and, generally, that the Corporation shall be
authorized to do all things and exercise any and all powers, rights and
privileges which a corporation may now or hereafter be organized to do or
exercise under the General Corporation Law of the State of Delaware, or under
any act amendatory thereof, supplemental thereto or substituted therefor;
provided, however, that the Corporation shall not, in any state, district,
<PAGE>

                                                                               8


territory, province, possession or country, carry on any business, or exercise
any powers, except to the extent that a similar corporation organized under the
laws of said state, district, territory, province, possession or country could
carry on such business or exercise such powers therein.

            Notwithstanding any other provision of this Certificate of
Incorporation, the Corporation shall not have power or authority to issue bills,
notes or other evidences of debt for circulation as money, or to carry on the
business of receiving deposits of money or the business of buying gold or silver
bullion or foreign coins, or to engage in the business of banking or insurance,
or to carry on the business of constructing, maintaining or operating public
utilities in the State of Delaware.

            FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is seven hundred fifty thousand (750,000), and the
par value of each of such shares shall be One Dollar ($1). All such shares shall
be of one class and shall be designated Common Stock.

            The minimum amount of capital with which the Corporation shall
commence business is One thousand Dollars ($1,000).

            FIFTH: The names and places of residence of each of the
incorporators are as follows:
<PAGE>

                                                                               9


               Name                                Place of Residence
               ----                                ------------------

            W.D. Ford                       30 Sutton Place, New York 22, N.Y.
            Robert V. Zener                 415 East 80th St., New York 21, N.Y.
            W.J. Schrenk, Jr.               34 East 62nd St., New York 21, N.Y.

            SIXTH: The Corporation is to have perpetual existence.

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

            EIGHTH: For the management of the business and for the conduct of
the affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation and of its directors and
stockholders, it is further provided:

            1. The number of directors of the Corporation shall be fixed by, or
      in the manner provided in, its by-laws, but in no case shall the number be
      less than three. A director need not be a stockholder. The election of
      directors of the Corporation need not be by ballot unless the by-laws so
      require. One-third of the directors (but not less than two) shall
      constitute a quorum for the transaction of business, unless the by-laws
      shall provide that a different number shall constitute a quorum, which in
      no case shall be less
<PAGE>

                                                                              10


      than one-third of the total number of directors nor less than two
      directors.

            2. In furtherance and not in limitation of the powers conferred by
      the laws of the State of Delaware, the Board of Directors is expressly
      authorized and empowered:

                  (a) To make, alter, amend or repeal the by-laws of the
            Corporation, in any manner not inconsistent with the laws of the
            State of Delaware or the Certificate of Incorporation of the
            Corporation, subject to the power of the stockholders of the
            Corporation having voting power to alter, amend or repeal the
            by-laws made by the Board of Directors;

                  (b) Subject to the applicable provisions of the by-laws then
            in effect, to determine, from time to time, whether and to what
            extent and at what times and places and under what conditions and
            regulations the accounts and books and documents of the Corporation,
            or any of them, shall be open to the inspection of stockholders; and
            a stockholder shall not have any right to inspect any account or
            book or document of the Corporation, except as conferred by the laws
            of the
<PAGE>

                                                                              11


            State of Delaware, unless and until authorized so to do by
            resolution of the Board of Directors or of the stockholders of the
            Corporation;

                  (c) Without the assent or vote of the stockholders, to
            authorize and issue, from time to time, obligations of the
            Corporation, secured or unsecured, to include therein such
            provisions as to redeemability, convertibility into shares of stock
            of the Corporation or otherwise, and to authorize the mortgaging or
            pledging, as security therefor, of any property, real or personal,
            then owned or thereafter acquired by the Corporation, all as the
            Board of Directors, in its sole discretion, may determine;

                  (d) To determine whether any, and, if any, what part, of the
            annual net profits of the Corporation or of its net assets in excess
            of its capital shall be declared in dividends and paid to the
            stockholders, and to direct and determine the use and disposition of
            any such annual net profits or net assets in excess of capital;

                  (e) To fix from time to time the amount of the profits of the
            Corporation to be reserved as working capital or for any other
            lawful purpose;
<PAGE>

                                                                              12


                  (f) To establish bonus, profit-sharing, retirement or other
            types of incentive or compensation plans for the officers and
            employees (including officers and employees who are also directors)
            of the Corporation and to determine the persons to participate in
            any such plans and the amount of their respective participations;
            and in connection with the acquisition of all or any part of the
            property, assets, business and good will of any persons, firms,
            associations or corporations, to assume, adopt or enter into any
            such plans previously established by such persons, firms,
            associations or corporations;

                  (g) To issue and sell or grant options for the purchase of
            shares of stock of the Corporation or shares of stock of any other
            corporation to officers and employees (including officers and
            employees who are also directors) of the Corporation and its
            subsidiaries for such consideration and on such terms and conditions
            as the Board of Directors may from time to time determine;

                  (h) By resolution passed by a majority of the whole Board, to
            designate one or more committees, each committee to consist of two
            (2) or
<PAGE>

                                                                              13


            more of the directors of the Corporation, which to the extent
            provided in said resolution or in the by-laws, 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 to have such name
            or names as may be stated in the by-laws or as may be determined
            from time to time by resolution adopted by the Board of Directors;
            and

                  (i) In addition to the powers and authorities hereinbefore and
            by the laws of the State of Delaware expressly conferred upon the
            Board of Directors, to exercise all such powers and do all such acts
            and things as may be exercised or done by the Corporation, subject,
            nevertheless, to the provisions of the laws of the State of
            Delaware, of this Certificate of Incorporation and of the by-laws of
            the Corporation.

            3. Any director or officer elected or appointed by the stockholders
      of the Corporation or by its Board
<PAGE>

                                                                              14


      of Directors may be removed at any time in such manner as shall be
      provided in the by-laws of the Corporation.

            4. In the absence of fraud, no contract or other transaction between
      the Corporation any any other corporation, and no act of the Corporation,
      shall in any way be invalidated or otherwise affected by the fact that any
      one or more of the directors of the Corporation are pecuniarily or
      otherwise interested in, or are directors or officers of, such other
      corporation or have a pecuniary or other interest in such act. Any
      director of the Corporation individually, or any firm or association of
      which any director may be a member, may be a party to, or may be
      pecuniarily or otherwise interested in, any contract or transaction of the
      Corporation, provided that the fact that he individually or such firm or
      association is such a party or so interested shall be disclosed or shall
      have been known to the Board of Directors or a majority of the members
      thereof who shall be present at any meeting of the Board of Directors at
      which action upon any such contract or transaction shall be taken; and any
      director of the Corporation who is also a director or officer of such
      other corporation or who
<PAGE>

                                                                              15


      is so interested, may be counted in determining the existence of a quorum
      at any meeting of the Board of Directors or of any committee thereof which
      shall authorize any such contract or transaction, and may vote thereat to
      authorize any such contract or transaction, with like force and effect as
      if he were not such director or officer of such other corporation or not
      so interested. Any director of the Corporation may vote upon any contract
      or other transaction between the Corporation and any subsidiary or
      affiliated corporation without regard to the fact that he is also a
      director of such subsidiary or affiliated corporation.

            Any contract, transaction or act of the Corporation, or of the Board
      of Directors, or of any committee of the Board of Directors, which shall
      be ratified by a majority of a quorum of the holders of Common Stock of
      the Corporation entitled to vote at any annual meeting, or at any special
      meeting called for such purpose, shall, in so far as permitted by law or
      by this Certificate of Incorporation, be as valid and as binding as though
      ratified by every such stockholder; provided, however, that any failure of
      the stockholders to approve or ratify any such contract, transaction or
      act, when and if submitted, shall not be deemed in any
<PAGE>

                                                                              16


      way to invalidate the same or deprive the Corporation, its directors,
      officers or employees, of its or their right to proceed with such
      contract, transaction or act.

            5. Subject to any limitation in the by-laws then in effect, the
      members of the Board of Directors shall be entitled to reasonable fees,
      salaries, or other compensation for their services and to reimbursement
      for their expenses as such members. Nothing contained herein shall
      preclude any director from serving the Corporation, or any subsidiary or
      affiliated corporation, in any other capacity and receiving proper
      compensation therefor.

            NINTH: The stockholders and the Board of Directors shall have the
power, if the by-laws so provide, to hold their respective meetings outside of
the State of Delaware, and, except as otherwise required by law, the corporate
records, books, documents and papers of the Corporation may be kept outside of
the State of Delaware.

            TENTH: The Company reserves the right from time to time to amend,
alter, change, add to or repeal any provisions contained in this Certificate of
Incorporation in any manner now or hereafter prescribed by law, and all rights
and powers at any time conferred upon stockholders, directors

<PAGE>
                                                                              17


and officers of the Corporation by this Certificate of Incorporation or any
amendment thereof are subject to the provisions of this Article TENTH.

            IN WITNESS WHEREOF, we, the undersigned, being all of the
incorporators hereinabove named, do hereby further certify that the facts
hereinabove stated are truly set forth, and accordingly have hereunto set our
respective hands and seals this 30th day of December, 1960.


                                                  /s/ W. D. Ford         [L.S.]
                                                  ----------------------

                                                  /s/ Robert V. Zener    [L.S.]
                                                  ----------------------

                                                  /s/ W. J. Schrenk, Jr. [L.S.]
                                                  ----------------------

<PAGE>

STATE OF NEW YORK,  )
                    ) ss.:
COUNTY OF NEW YORK, )

             BE IT REMEMBERED that on the 30th day of December, 1960, personally
appeared before me, Mark D. Geraghty, a Notary Public in and for the County and
State aforesaid, W. D. Ford, Robert V. Zener and W. J. Schrenk, Jr., all the
incorporators who signed the foregoing Certificate of Incorporation, known to me
personally to be such, and I having made known to them and to each of them the
contents of said Certificate of Incorporation, they did severally acknowledge
the same to be the act and deed of the signers, respectively, and that the facts
therein stated are truly set forth.

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


                                                 /s/ Mark D. Geraghty          
                                            ---------------------------------
                                                      Notary Public            

MARK D. GERAGHTY                                    MARK D. GERAGHTY          
NOTARY PUBLIC                               Notary Public, State of New York  
STATE OF NEW YORK                                    No. 60-6490510           
                                             Qualified in Westchester County   
                                            Cert. filed in New York Co. Clerk  
                                               Term Expires March 30, 1962     

<PAGE>

                                                                          PAGE 1

                                State of Delaware

                        Office of the Secretary of State

                        --------------------------------

      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "AEROFLEX LABORATORIES INCORPORATED", FILED IN THIS OFFICE ON THE FOURTH DAY
OF MAY, A.D. 1961, AT 10 O'CLOCK A.M.


                                 [SEAL OMITTED]


                                       /s/ Edward J. Freel
                    [SEAL OMITTED]     -----------------------------------------
                                       Edward J. Freel, Secretary of State

0561329 8100                         AUTHENTICATION: 7276019

944200245                                      DATE: 10-20-94

<PAGE>

                                                                       

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                           BEFORE PAYMENT OF CAPITAL
                                       OF
                       AEROFLEX LABORATORIES INCORPORATED

            We, the undersigned, being all the incorporators of Aeroflex
Laboratories Incorporated, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware

            DO HEREBY CERTIFY:

            FIRST: That Article FOURTH of the Certificate of Incorporation be,
and it hereby is, amended by adding thereto a third paragraph to read as
follows:

                  "At all elections of directors of the Corporation each
            stockholder shall be entitled to as many votes as shall equal the
            number of votes which (except for this provision as to cumulative
            voting) he would be entitled to cast for the election of directors
            with respect to his shares of stock multiplied by the number of
            directors to be elected. He may cast all of such votes for a single
            director or may distribute them among the number to be voted for,
            or any two or more of them as he may see fit."

            SECOND: That a new Article be, and it hereby is, added at the end of
the Certificate of Incorporation to read as follows:

                  "ELEVENTH: No holder of stock of the Corporation shall, as
            such holder, have any right to purchase or subscribe for any shares
            of stock of the Corporation of any class, now or hereafter
            authorized, or any obligations or instruments which the Corporation
            may issue or sell that shall be convertible into or exchangeable for
            or entitle the holders

<PAGE>

            thereof to subscribe for or purchase any shares of stock of the
            Corporation of any class, now or hereafter authorized, other than
            such right, if any, as the Board of Directors in its discretion may
            determine."

            THIRD: That no part of the capital of said Corporation has been
paid,

            IN WITNESS WHEREOF, we have signed this Certificate this 3rd, day of
May, 1961.


                                                  /s/ William D. Ford
                                                  ----------------------

                                                  /s/ Robert V. Zener
                                                  ----------------------

                                                  /s/ W. J. Schrenk, Jr.
                                                  ----------------------


                                      -2-
<PAGE>

STATE OF NEW YORK  )
                   ) ss.:
COUNTY OF NEW YORK )

            BE IT REMEMBERED that on this 3rd day of May, A.D. 1961, personally
came before me ANTHONY MAGGIO a Notary Public for the State of New York, W. D.
Ford, Robert V. Zener and W. J. Schrenk, Jr., all of the incorporators of the
foregoing corporation, known to me personally to be such and severally
acknowledged the said amended certificate to be the act and deed of the signers
respectively, and that the facts therein stated are truly set forth.

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


                                                    /s/ Anthony Maggio  
                                            ------------------------------------
                                                       Notary Public            

ANTHONY MAGGIO                                         ANTHONY MAGGIO           
NOTARY PUBLIC                                 Notary Public, State of New York  
STATE OF NEW YORK                                      No. 41-2469000           
                                                 Qualified in Queens County     
                                            Certificate filed in New York County
                                             Commission Expires March 30, 1963  


                                      -3-
<PAGE>

                                                                          PAGE 1

                                State of Delaware

                        Office of the Secretary of State

                        --------------------------------

      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "AEROFLEX LABORATORIES INCORPORATED", FILED IN THIS OFFICE ON THE SECOND DAY
OF MARCH, A.D. 1976, AT 10 O'CLOCK A.M.


                                 [SEAL OMITTED]


                                     /s/ Edward J. Freel
                    [SEAL OMITTED]   -----------------------------------
                                     Edward J. Freel, Secretary of State

0561329 8100                         AUTHENTICATION: 7276020

944200245                                      DATE: 10-20-94

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                       AEROFLEX LABORATORIES INCORPORATED

                                      *****

            AEROFLEX LABORATORIES INCORPORATED, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

            FIRST: That at a meeting of the Board of Directors of AEROFLEX
LABORATORIES INCORPORATED, resolutions were duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The resolution
setting forth the amendment is as follows:

            RESOLVED, that the Certificate of Incorporation of this corporation
      be amended by changing the Article thereof numbered "FOURTH" so that, as
      amended, said Article shall be and read as follows:

            "FOURTH: The total number of shares of stock which the Corporation
      shall have authority to issue is one million two hundred fifty thousand
      (1,250,000) and the par value or each of such shares shall be Ten Cents
      ($.10). All such shares shall be of one class and shall be designated
      Common stock.

<PAGE>

            At all elections of directors of the Corporation, each stockholder
      shall be entitled to as many votes as shall equal the number of votes
      which (except for this provision as to cumulative voting) he would be
      entitled to cast for the election of directors with respect to his shares
      of stock multiplied by the number of directors to be elected. He may cast
      all of such votes for a single director or may distribute them among the
      number to be voted for, or any two or more of them as he may see fit."

            SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares
required by statute were voted in favor of the amendment.

            THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

            FOURTH: That a Certificate of Reduction of capital pursuant to
Section 244 (c) of the General Corporation Law of the State of Delaware is being
filed with this Certificate of Incorporation.

            IN WITNESS WHEREOF, said AEROFLEX LABORATORIES INCORPORATED has
caused this Certificate to be signed by MILTON BRENNER, its President, and
attested by MICHAEL L. EVANS, Secretary, this 26th day of February, 1976.

                                           AEROFLEX LABORATORIES INCORPORATED

                    CORPORATE SEAL         By /s/ Milton Brenner
                                              -------------------------
                                              Milton Brenner, President

ATTEST:

By: /s/ Michael L. Evans
    ---------------------------
    Michael L. Evans, Secretary


                                      -2-
<PAGE>

                                                                          PAGE 1

                                State of Delaware

                        Office of the Secretary of State

                        --------------------------------

      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "AEROFLEX LABORATORIES INCORPORATED", FILED IN THIS OFFICE ON THE
TWENTY-FIRST DAY OF NOVEMBER, A.D. 1980, AT 10:30 O'CLOCK A.M.


                                 [SEAL OMITTED]


                                     /s/ Edward J. Freel
                    [SEAL OMITTED]   -----------------------------------
                                     Edward J. Freel, Secretary of State

0561329 8100                         AUTHENTICATION: 7276021

944200245                                      DATE: 10-20-94
<PAGE>

                            CERTIFICATE OF AMENDMENT
                     OF THE CERTIFICATE OF INCORPORATION OF

                       AEROFLEX LABORATORIES INCORPORATED

                                    ********

            AEROFLEX LABORATORIES INCORPORATED, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

            FIRST: That at a meeting of the Board of Directors of AEROFLEX
LABORATORIES INCORPORATED, resolutions were adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof.

            SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the Annual Meeting of Stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the following amendment:

            RESOLVED, that the Certificate of Incorporation of this corporation
            be amended by changing the "first paragraph" of the Article thereof
            numbered "FOURTH" so that, as amended said paragraph shall be and
            read as follows:

                  "FOURTH: The total number of shares of stock which the
            Corporation shall have authority to issue is Four Million Two
            Hundred and Fifty Thousand (4,250,000) shares, of which Three
            Million Two Hundred Fifty Thousand (3,250,000) shares shall be
            shares of Common Stock of the

<PAGE>

            par value of Ten Cents ($.10) per share and One Million (1,000,000)
            shares shall be shares of Preferred Stock of the par value of Ten
            Cents ($.10) per share. The Preferred Stock may be issued in series
            and the number, designation, relative rights, preferences and
            limitations of shares of each series of Preferred Stock, $.10 per
            share par value shall be fixed by the Board of Directors."

            THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

            IN WITNESS WHEREOF, said AEROFLEX LABORATORIES INCORPORATED has
caused this certificate to be signed by Milton Brenner, its President and
attested by Harvey R. Blau its Secretary, this 24th day of November, 1980.

                                        AEROFLEX LABORATORIES INCORPORATED
                                                                          
                                        By: /s/ Milton Brenner            
                                            ------------------------------
                                            Milton Brenner, President     

ATTEST:

/s/ Harvey R. Blau
-------------------------    
Harvey R. Blau, Secretary

<PAGE>

                                                                          PAGE 1

                                State of Delaware

                        Office of the Secretary of State

                        --------------------------------

      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "AEROFLEX LABORATORIES INCORPORATED", FILED IN THIS OFFICE ON THE EIGHTH DAY 
OF APRIL, A.D. 1983, AT 10 O'CLOCK A.M.


                                 [SEAL OMITTED]


                                     /s/ Edward J. Freel
                    [SEAL OMITTED]   -----------------------------------
                                     Edward J. Freel, Secretary of State

0561329 8100                         AUTHENTICATION: 7276022

944200245                                      DATE: 10-20-94

<PAGE>

                                                                          

                            CERTIFICATE OF AMENDMENT
                     OF THE CERTIFICATE OF INCORPORATION OF

                       AEROFLEX LABORATORIES INCORPORATED

                                     ******

      AEROFLEX LABORATORIES INCORPORATED, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

      FIRST: That at a meeting of the Board of Directors of AEROFLEX
LABORATORIES INCORPORATED, resolutions were adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of the
corporation for consideration thereof.

      SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the Annual Meeting of Stockholders of said corporation was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the following amendment:

      RESOLVED, that the Certificate of Incorporation of this corporation be
      amended by changing the "first paragraph" of the Article thereof numbered
      "FOURTH" so that, as amended said paragraph shall be and read as follows:

<PAGE>

            "FOURTH: The total number of shares of all classes of stock, which
      the corporation shall have the authority to issue is SIX MILLION
      (6,000,000) shares, of which FIVE MILLION (5,000,000) shares shall be
      shares of Common Stock of the par value of Ten Cents ($.10) per share and
      ONE MILLION (1,000,000) shares shall be shares of Preferred Stock of the
      par value of Ten Cents ($.10) per share. The Preferred Stock may be issued
      in series and the number, designation, relative rights, preferences and
      limitations of shares of each series of Preferred Stock, Ten Cents ($.10)
      per share par value shall be fixed by the Board of Directors."

      THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

      IN WITNESS WHEREOF, said AEROFLEX LABORATORIES INCORPORATED has caused
this certificate to be signed by Milton Brenner, its President and attested by
Robert Ramistella, its Secretary, this 7th day of April, 1983.

                                        AEROFLEX LABORATORIES INCORPORATED
                                                                          
                                        By: /s/ Milton Brenner            
                                            ------------------------------
                                            Milton Brenner, President     
ATTEST:

/s/ Robert Ramistella
----------------------------    
Robert Ramistella, Secretary

<PAGE>

                                                                          PAGE 1

                                State of Delaware

                        Office of the Secretary of State

                        --------------------------------

      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "AEROFLEX LABORATORIES INCORPORATED", FILED IN THIS OFFICE ON THE
TWENTY-THIRD DAY OF NOVEMBER, A.D. 1983, AT 10 O'CLOCK A.M.


                                 [SEAL OMITTED]


                                     /s/ Edward J. Freel
                    [SEAL OMITTED]   -----------------------------------
                                     Edward J. Freel, Secretary of State

0561329 8100                         AUTHENTICATION: 7276023

944200245                                      DATE: 10-20-94

<PAGE>

                            CERTIFICATE OF AMENDMENT
                     OF THE CERTIFICATE OF INCORPORATION OF

                       AEROFLEX LABORATORIES INCORPORATED

                                    ********

      AEROFLEX LABORATORIES INCORPORATED, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

      FIRST: That at a meeting of the Board of Directors of AEROFLEX
LABORATORIES INCORPORATED, resolutions were adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of the
corporation for consideration thereof.

      SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the Annual Meeting of Stockholders of said corporation was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the following amendment:

<PAGE>

      RESOLVED, that the Certificate of Incorporation of this corporation be
      amended by changing the first paragraph of the Article thereof numbered
      "FOURTH" so that, as amended, said paragraph shall be and read as follows:

      "FOURTH: The total number of shares of all classes of stock which the
      corporation shall have the authority to issue is SIXTEEN MILLION
      (16,000,000) shares, of which FIFTEEN MILLION (15,000,000) shares shall be
      shares of Common Stock of the par value of Ten Cents ($.10) per share and
      ONE MILLION (1,000,000) shares shall be shares of Preferred Stock of the
      par value of Ten Cents ($.10) per share. The Preferred Stock may be issued
      in series and the number, designation, relative rights, preferences and
      limitations of shares of each series of Preferred Stock, Ten Cents ($.10)
      per share par value shall be fixed by the Board of Directors."

      THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

      IN WITNESS WHEREOF, said AEROFLEX LABORATORIES INCORPORATED has caused
this certificate to be signed by Milton Brenner, its President and attested by
Frank DiMaio, its Secretary, this 11th day of November, 1983.

                                        AEROFLEX LABORATORIES INCORPORATED
                                                                          
                                        By: /s/ Milton Brenner            
                                            ------------------------------
                                            Milton Brenner, President     
ATTEST:

/s/ Frank DiMaio
-----------------------
Frank DiMaio, Secretary
<PAGE>

                                                                          PAGE 1

                                State of Delaware

                        Office of the Secretary of State

                         ------------------------------

      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "AEROFLEX LABORATORIES INCORPORATED", CHANGING ITS NAME FROM "AEROFLEX
LABORATORIES INCORPORATED" TO "ARX, INC.", FILED IN THIS OFFICE ON THE THIRTIETH
DAY OF OCTOBER, A.D. 1985, AT 10 O'CLOCK A.M.


                                 [SEAL OMITTED]


                                     /s/ Edward J. Freel
                    [SEAL OMITTED]   -----------------------------------
                                     Edward J. Freel, Secretary of State

0561329 8100                         AUTHENTICATION: 7276024

944200245                                      DATE: 10-20-94
<PAGE>

                         CERTIFICATE OF AMENDMENT OF THE
                         CERTIFICATE OF INCORPORATION OF

                       AEROFLEX LABORATORIES INCORPORATED

                                  * * * * * * *

      AEROFLEX LABORATORIES INCORPORATED, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

      FIRST: That at a meeting of the Board of Directors of AEROFLEX
LABORATORIES INCORPORATED, resolutions were adopted setting forth proposed
amendments to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of the
corporation for consideration thereof.

      SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the Annual Meeting of Stockholders of said corporation was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the following amendments:

      RESOLVED, that the Certificate of Incorporation of this corporation be
      amended by changing the Article thereof numbered "FIRST" so that, as
      amended, said Article shall be and read as follows:
<PAGE>

            "FIRST: The name of the corporation is ARX, Inc."

      and it was further

      RESOLVED, that the Certificate of Incorporation be further amended by
      deleting the following from Article "FOURTH":

            "At all elections of directors of the Corporation, each stockholder
      shall be entitled to as many votes as shall equal the number of votes
      which (except for this provision as to cumulative voting) he would be
      entitled to cast for the election of directors with respect to his shares
      of stock multiplied by the number of directors to be elected. He may cast
      all of such votes for a single director or may distribute them among the
      number to be voted for, or any two or more of them as he may see fit."

      and it was further

      RESOLVED, that the Certificate of Incorporation be further amended by
      adding Article TWELFTH to read as follows:

            "TWELFTH: The vote of stockholders of the Corporation required to
      approve any Business Combination shall be as set forth in this Article
      TWELFTH. The term "Business Combination" shall have the meaning ascribed
      to it in (a)(B) of this Article; each other capitalized term used in this
      Article shall have the meaning ascribed to it in (c) of this Article.

                  (a)(A) In addition to any affirmative vote required by law or
      this Certificate of Incorporation and except as otherwise expressly
      provided in (b) of this Article TWELFTH:

                        (1) any merger or consolidation of the Corporation or
            any Subsidiary with (i) any Interested Stockholder or (ii) any other
            corporation or entity (whether or not itself is an Interested
            Stockholder) which is, or after each merger or consolidation would
            be, an Affiliate of an Interested Stockholder; or


                                      -2-
<PAGE>

                        (2) any sale, lease, exchange, mortgage, pledge,
            transfer, or other disposition (in one transaction or a series of
            transactions) to or with any Interested Stockholder or any Affiliate
            of any Interested Stockholder of assets of the Corporation or any
            Subsidiary having an aggregate Fair Market Value of $5,000,000 or
            more; or

                        (3) the issuance or transfer by the Corporation or any
            Subsidiary (in one transaction or a series of transactions) of any
            securities of any Affiliate or any Interested Stockholder in
            exchange for cash, securities or other property (or a combination
            thereof) having an aggregate Fair Market Value of $5,000,000 or
            more, other than the issuance of securities upon the conversion of
            convertible securities of the Corporation or any Subsidiary which
            were were not acquired by such Interested Stockholder (or such
            Affiliate) from the Corporation or a Subsidiary; or

                        (4) the adoption of any plan or proposal for the
            liquidation or dissolution of the Corporation proposed by or on
            behalf of an Interested Stockholder or any Affiliate of any
            Interested Stockholder; or

                        (5) any reclassification of securities (including any
            reverse stock split), or recapitalization of the Corporation, or any
            merger or consolidation of the Corporation with any of its
            Subsidiaries or any other transaction (whether or not with or into
            or otherwise involving an Interested Stockholder) which in any such
            case has the effect, directly or indirectly, of increasing the
            proportionate share of the outstanding shares of any class or series
            of stock or securities convertible into the stock of the Corporation
            or any subsidiary which is directly or indirectly beneficially owned
            by any Interested Stockholder or any affiliate of any Interested
            Stockholder;


                                      -3-
<PAGE>

            shall not be consummated without the affirmative vote of the holders
            of at least 80 percent of the combined voting power of the then
            outstanding shares of stock of all classes and series of the
            Corporation entitled to vote generally in the election of directors
            ("Voting Stock"), in each case voting together as a single class.
            Such affirmative vote shall be required notwithstanding the fact
            that no vote may be required, or that a lesser percentage may be
            specified, by law or by this Certificate of Incorporation or in any
            agreement with any national securities exchange or otherwise.

                        (B) The term "Business Combination" as used in this
            Article TWELFTH shall mean any transaction that is referred to in
            any one or more clauses (1) through (5) of (a)(A) of this Article
            TWELFTH.

                  (b) The provisions of (a) of this Article TWELFTH shall not be
            applicable to any Business Combination in respect of which all of
            the conditions specified in either of the following paragraphs (A)
            and (B) are met, and such Business Combination shall require only
            such affirmative vote as is required by law and any other provision
            of the Certificate of Incorporation;

                        (A) such Business Combination shall have been approved
            by a majority of the Disinterested Directors, or

                        (B) each of the six conditions specified in the
            following clauses (1) through (6) shall have been met:

                              (1) the aggregate amount of the cash and the Fair
                  Market Value as of the date of the consummation of the
                  Business Combination (the "Consummation Date") of any
                  consideration other than cash to be received by holders of
                  Common Stock in such Business Combination shall be at least
                  equal to the higher of the following:

                                    (i) (if applicable) the highest per share
                        price (including any brokerage commissions, transfer
                        taxes and soliciting dealers' fees) paid in order to
                        acquire any shares of Common Stock beneficially owned by


                                      -4-
<PAGE>

                        the Interested Stockholder which were acquired
                        beneficially by such Interested Stockholder (x) within
                        the two-year period immediately prior to the
                        Announcement Date or (y) in the transaction in which it
                        became an Interested Stockholder, whichever is higher;
                        or

                                    (ii) the Fair Market Value per share of
                        Common Stock on the Announcement Date or on the date on
                        which the Interested Stockholder became an Interested
                        Stockholder (the Determination Date), whichever is
                        higher; and

                              (2) the aggregate amount of the cash and the Fair
                  Market Value as of the Consummation Date of any consideration
                  other than cash to be received per share by holders of shares
                  of any other class or series of Voting Stock shall be at least
                  equal to the highest of the following (it being intended that
                  the requirements of this clause (B)(2) shall be required to be
                  met with respect to each class and series of such outstanding
                  Voting Stock, whether or not the Interested Stockholder
                  beneficially owns any shares of a particular class or series
                  of Voting Stock):

                                    (i) (if applicable) the highest per share
                        price (including any brokerage commissions, transfer
                        taxes and soliciting dealers' fees) paid in order to
                        acquire any shares of such class or series of voting
                        stock beneficially owned by the Interested Stockholder,
                        which were acquired beneficially by such Interested
                        Stockholder (x) within the two-year period immediately
                        prior to the Announcement Date or (y) in the transaction
                        in which it became an Interested Stockholder, whichever
                        is higher;

                                    (ii) (if applicable) the highest
                        preferential amount per share to which the holders of
                        shares of such class or series of Voting Stock are
                        entitled in the event of any voluntary or involuntary
                        liquidation, dissolution or winding up of the
                        Corporation; and


                                      -5-
<PAGE>

                                    (iii) the Fair Market Value per share of
                        such class or series of Voting Stock on the Announcement
                        Date or the Determination Date, whichever is higher; and

                              (3) the consideration to be received by holders of
                  a particular class or series of outstanding Voting Stock
                  (including Common Stock) shall be in cash or in the same form
                  as were previously paid in order to acquire beneficially
                  shares of such class or series of Voting Stock that are
                  beneficially owned by the Interested Stockholder and, if the
                  Interested Stockholder beneficially owns shares of any class
                  or series of Voting Stock that were acquired with varying
                  forms of consideration, the form of consideration to be
                  received by holders of such class or series of Voting Stock
                  shall be either cash or the form used to acquire beneficially
                  the largest number of shares of such class or series of Voting
                  Stock beneficially acquired prior to the Announcement Date;
                  and

                              (4) after such Interested Stockholder has become
                  an Interested Stockholder and prior to the consummation of
                  such Business Combination:

                                    (i) except as approved by a majority of the
                        Disinterested Directors, there shall have been no
                        failure to declare and pay at the regular dates therefor
                        the full amount of any dividends (whether or not
                        cumulative) payable on any class or series of stock
                        having a preference over the Common Stock as to
                        dividends or upon liquidation.

                                    (ii) there shall have been (x) no reduction
                        in the annual rate of dividends paid on the Common Stock
                        (except as necessary to reflect any subdivision of the
                        Common Stock), except as approved by a majority of the
                        Disinterested Directors and (y) an increase in such
                        annual rate of dividends (as necessary to prevent any
                        such reduction) in the event of any reclassification
                        (including any reverse stock split) recapitalization,
                        reorganization or any similar transaction which has the
                        effect of reducing the number of outstanding shares of
                        the Common Stock, unless the failure so to increase such
                        annual rate was approved by a majority of the
                        Disinterested Directors; and


                                      -6-
<PAGE>

                                    (iii) such Interested Stockholder shall not
                        have become the beneficial owner of any additional
                        shares of Voting Stock except as part of the transaction
                        in which it became an Interested Stockholder; and

                              (5) after such Interested Stockholder has become
                  an Interested Stockholder, such Interested Stockholder shall
                  not have received the benefit, directly or indirectly (except
                  proportionately as a stockholder), of any loans, advances,
                  guarantees, pledges or other financial assistance or tax
                  credits or other tax advantages provided by the Corporation,
                  whether in anticipation of or in connection with such Business
                  Combination or otherwise; and

                              (6) a proxy or information statement describing
                  the proposed Business Combination and complying with the
                  requirements of the Securities Exchange Act of 1934 and the
                  rules and regulations thereunder (or any subsequent provisions
                  replacing such Act, rules or regulations) shall be mailed to
                  public stockholders of the Corporation at least 30 days prior
                  to the consummation of such Business Combination (whether or
                  not such proxy or information statement is required to be
                  mailed pursuant to such Act or subsequent provisions).

                        (c) For the purposes of this Article TWELFTH:

                        (A) A "person" shall mean any individual, firm or
            corporation or other entity.

                        (B) "Interested Stockholder" shall mean any person
            (other than the Corporation or any Subsidiary) who or which:

                              (1) is the beneficial owner, directly or
                  indirectly, of more than 10 percent of the combined voting
                  power of the then outstanding shares of Voting Stock; or

                              (2) is an Affiliate of the Interested Stockholder
                  and at any time within the two-year period immediately prior
                  to the date in question was the beneficial owner, directly or
                  indirectly, of 10 percent or more of the combined voting power
                  of the then outstanding shares of Voting Stock, or


                                      -7-
<PAGE>

                              (3) is an assignee of or has otherwise succeeded
                  to the beneficial ownership of any shares of Voting Stock that
                  were at any time within the two-year period immediately prior
                  to the date in question beneficially owned by an Interested
                  Stockholder, if such assignment or succession shall have
                  occurred in the course of a transaction or series of
                  transactions not involving a public offering within the
                  meaning of the Securities Act of 1933.

                        (C) A person shall be a "beneficial owner" of any Voting
            Stock:

                              (1) which such person or any of its Affiliates or
                  Associates beneficially owns, directly or indirectly; or

                              (2) which such person or any of its Affiliates or
                  Associates has (a) the right to acquire (whether such right is
                  exercisable immediately or only after the passage of time),
                  pursuant to any agreement, arrangement or understanding or
                  upon the exercise of conversion rights, exchange rights,
                  warrants or options, or otherwise, or (b) the right to vote or
                  direct the vote pursuant to any agreement, arrangement or
                  understanding; or

                              (3) which are beneficially owned, directly or
                  indirectly, by any other person with which such person or any
                  of its Affiliates or Associates has any agreement, arrangement
                  or understanding for the purpose of acquiring, holding, voting
                  or disposing of any shares of Voting Stock.

                        (D) For the purposes of determining whether a person is
            an Interested Stockholder pursuant to (c)(B) of this Article
            TWELFTH, the number of shares of Voting Stock deemed to be
            outstanding shall include shares owned through application of (c)(C)
            of this Article but shall not include any other shares of Voting
            Stock that may be issuable pursuant to any agreement, arrangement or
            understanding, or upon exercise of conversion rights, warrants or
            options, or otherwise.


                                      -8-
<PAGE>

                        (E) "Affiliate" and "Associate" shall have the
            respective meanings ascribed to such terms in Rule 12b-2 of the
            General Rules and Regulations under the Securities Exchange Act of
            1934, as in effect on September 1, 1985.

                        (F) "Subsidiary" means any corporation more than 50
            percent of whose outstanding stock having ordinary voting power in
            the election of directors is owned, directly or indirectly, by the
            Corporation or by a Subsidiary or by the Corporation and one or more
            Subsidiaries, provided, however, that for the purposes of the
            definition of Interested Stockholders set forth in (c)(B) of this
            Article TWELFTH, the term "Subsidiary" shall mean only a corporation
            of which a majority of each class or equity security is owned,
            directly or indirectly, by the Corporation.

                        (G) "Disinterested Director" means any member of the
            Board of Directors of the Corporation who is unaffiliated with, and
            not a nominee of, the Interested Stockholder and was a member of the
            Board prior to the time that the Interested Stockholder became an
            Interested Stockholder, and any successor of a Disinterested
            Director who is unaffiliated with, and not a nominee of, the
            Interested Stockholder and who is recommended to succeed a
            Disinterested Director by a majority of Disinterested Directors then
            on the Board of Directors.

                        (H) "Fair Market Value" means: (1) in the case of stock,
            the highest closing sale price during the 30-day period immediately
            preceding the date in question of a share of such stock in the
            Composite Tape for New York Stock Exchange Listed Stocks, or, if
            such stock is not quoted on the Composite Tape, on the New York
            Stock Exchange, or, if such stock is not listed on any such
            exchange, the highest closing sales price or bid quotation with
            respect to a share of such stock during the 30-day period preceding
            the date in question on the National Association of Securities
            Dealers, Inc. Automated Quotations System or any system then in use,
            or if no such quotations are available, the fair market value on the
            date in question of a share of stock as determined by a majority of
            the Disinterested Directors in good faith; and (2) in the case of
            stock of any class or series which is not traded on any United
            States registered securities exchange nor in the over-the-counter
            market or in the case of property other than cash or stock, the fair
            market value of such property on the date in question as determined
            by a majority of the Disinterested Directors in good faith.


                                      -9-
<PAGE>

                        (I) In the event of any Business Combination in which
            the Corporation survives, the phrase "other consideration to be
            received" as used in (b)(B)(1) and (2) of this Article TWELFTH shall
            include the shares of Common Stock and/or the shares of any other
            class of outstanding Voting Stock retained by the holders of such
            shares.

                        (J) "Announcement Date" means the date of first public
            announcement of the proposed Business Combination.

                        (K) "Determination Date" means the date on which the
            Interested Stockholder became an Interested Stockholder.

                  (d) A majority of the Disinterested Directors of the
            Corporation shall have the power and duty to determine, on the basis
            of information known to them after reasonable inquiry, all facts
            necessary to determine compliance with this Article TWELFTH,
            including, without limitation (A) whether a person is an Interested
            Stockholder, (B) the number of shares of Voting Stock beneficially
            owned by any person, (C) whether a person is an Affiliate or
            Associate of another person, (D) whether the requirements of (b) of
            this Article TWELFTH have been met with respect to any Business
            Combination, and (E) whether the assets which are the subject of any
            Business Combination have, or the consideration to be received for
            the issuance or transfer of securities by the Corporation or any
            Subsidiary in any Business Combination has, an aggregate Fair Market
            Value of $5,000,000 or more. The good faith determination of a
            majority of the Disinterested Directors on such matters shall be
            conclusive and binding for all purposes of this Article TWELFTH.

                  (e) Nothing contained in this Article TWELFTH shall be
            construed to relieve any Interested Stockholder from any fiduciary
            obligation imposed by law.

                  (f) Notwithstanding anything contained in this Certificate of
            Incorporation to the contrary, the affirmative vote of the holders
            of at least 50% of the voting power of the Voting Stock, voting
            together as a single class, shall be required to alter, amend, or
            repeal this Article TWELFTH or to adopt any provision Inconsistent
            therewith."


                                      -10-
<PAGE>

            and it was further

            RESOLVED, that the Certificate of Incorporation be further amended
            by adding Article "THIRTEENTH" to read as follows:

                  "THIRTEENTH: Advance notice of stockholder nominations for the
            election of Directors shall be given in the manner provided in the
            By-Laws of the Corporation."

            THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

            IN WITNESS WHEREOF, said AEROFLEX LABORATORIES INCORPORATED has
caused this certificate to be signed by Milton Brenner, its President and
attested by Frank DiMaio, its Secretary-Treasurer, this 29th day of October,
1985.

                                          AEROFLEX LABORATORIES INCORPORATED

                                          By: /s/ Milton Brenner
                                             -----------------------------------
                                             Milton Brenner, President

ATTEST:

/s/ Frank DiMaio
---------------------------------------
Frank DiMaio, Secretary-Treasurer
<PAGE>

                                                                          PAGE 1

                                State of Delaware

                        Office of the Secretary of State

                         ------------------------------

      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "ARX, INC.", FILED IN THIS OFFICE ON THE EIGHTH DAY OF DECEMBER, A.D. 1986,
AT 10 O'CLOCK A.M.


                                 [SEAL OMITTED]


                                     /s/ Edward J. Freel
                    [SEAL OMITTED]   -----------------------------------
                                     Edward J. Freel, Secretary of State

0561329 8100                         AUTHENTICATION: 7276025

944200245                                      DATE: 10-20-94
<PAGE>

                         CERTIFICATE OF AMENDMENT OF THE
                         CERTIFICATE OF INCORPORATION OF

                                    ARX, INC.

      ARX, INC., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

      FIRST: That at a meeting of the Board of Directors of ARX, INC.,
resolutions were adopted setting forth a proposed amendment to the Certificate
of Incorporation of said corporation, declaring said amendment to be advisable
and calling a meeting of the stockholders of the corporation for consideration
thereof.

      SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the Annual Meeting of Stockholders of said corporation was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the following amendment:

      RESOLVED, that the Certificate of Incorporation of this corporation be
      amended by adding Article "FOURTEENTH" so that, as amended, said Article
      shall be and read as follows:
<PAGE>

            "FOURTEENTH: To the extent permitted by Section 102(b)(7) of the
      Delaware General Corporation Law, as the same may be supplemented and
      amended, no director of the corporation shall be personally liable to the
      corporation or its stockholders for monetary damages for breach of
      fiduciary duty as a director; provided the foregoing shall not eliminate
      or limit the liability of such director (i) for any breach of such
      director's duty of loyalty to the corporation or its stockholders, (ii)
      for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law, (iii) under Section 174 of the
      General Corporation Law, or (iv) for any transaction from which such
      director derived an improper personal benefit."

      THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

      IN WITNESS WHEREOF, said ARX, INC. has caused this certificate to be
signed by Arthur J. Hendler, its Executive Vice President and attested by
Richard Carey, its Secretary, this 1st day of December, 1986.

                                    ARX, INC.

                                    By: /s/ Arthur J Hendler
                                       -------------------------------------
                                       Arthur J. Hendler
                                       Executive Vice President

ATTEST:

/s/ Richard Carey
---------------------------------
Richard Carey, Secretary

<PAGE>

                                                                          PAGE 1

                                State of Delaware

                        Office of the Secretary of State

                         ------------------------------

      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "ARX, INC.", FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF
AUGUST, A.D. 1988, AT 10 O'CLOCK A.M.


                                 [SEAL OMITTED]


                                     /s/ Edward J. Freel
                    [SEAL OMITTED]   -----------------------------------
                                     Edward J. Freel, Secretary of State

0561329 8100                         AUTHENTICATION: 7276026

944200245                                      DATE: 10-20-94
<PAGE>

                           CERTIFICATE OF DESIGNATION

                                       OF

                                    ARX, INC.

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

              (UNDER SECTION 151(g) OF THE GENERAL CORPORATION LAW)

                                    * * * * *

            ARX, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

            That at a meeting of the Board of Directors of ARX, Inc. the
following resolution was duly adopted creating a series of 150,000 shares of
Preferred Stock, designated as Series A Junior Participating Preferred Stock.

            RESOLVED, that pursuant to the authority granted to and vested in
      the Board of Directors of this Corporation in accordance with the
      provisions of the Certificate of Incorporation, as amended, a series of
      Series A Junior Participating Preferred Stock, of the Corporation be, and
      it hereby is created, and that the designation and amount thereof and the
      relative rights, preferences and limitations thereof are as follows:

            (1) Designation and Amount.

            There is hereby established a series of Preferred Stock, par value
$.10 per share, of the Corporation, which shall be designated as the "Series A
Junior Participating Preferred Stock." The number of shares constituting such
series shall be 150,000.

            (2) Dividends and Distributions.

            (A) Subject to any prior and superior rights of the holders of any
series of Preferred Stock ranking prior and superior to the shares of Series A
Junior Participating Preferred Stock with respect to dividends that may be
authorized


                                        1
<PAGE>

by the Certificate of Incorporation, as amended, the holders of shares of Series
A Junior Participating Preferred Stock shall be entitled prior to the payment of
any dividends on shares ranking junior to the Series A Junior Participating
Preferred Stock to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends payable in
cash on the last day of March, June, September and December in each year (each
such date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Junior Participating Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a)$1.00 or (b) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock, $.10 par value, of the Corporation
(the "Common Stock") since the immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A Junior
Participating Preferred Stock. In the event the Corporation shall at any time
after August 19, 1988 (the "Rights Dividend Declaration Date") (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders of
shares of Series A Junior Participating Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

            (B) The Corporation shall declare a dividend or distribution on the
Series A Junior Participating Preferred Stock as provided in subparagraph (A)
above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided that,
in the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on


                                        2
<PAGE>

the Series A Junior Participating Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.

            (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Junior Participating Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a share-
by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.

            (3) Voting Rights.

            The holders of shares of Series A Junior Participating Preferred
Stock shall have the following voting rights:

            (A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Junior Participating Preferred Stock shall entitle the
holder thereof to 100 votes on all matters voted on at a meeting of the
shareholders of the Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, or (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the number of votes per share to which holders of
shares of Series A Junior Participating Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such number by
a fraction the numerator of which is


                                        3
<PAGE>

the number of shares of Common Stack outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

            (B) Except as otherwise provided herein or by law, the holders of
shares of Series A Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one voting group on all matters
voted on at a meeting of shareholders of the Corporation.

            (C) (i) If at any time dividends on any Series A Junior
Participating Preferred Stock shall be in arrears in an amount equal to six (6)
quarterly dividends thereon, the occurrence of such contingency shall mark the
beginning of a period (herein called a "default period") which shall extend
until such time when all accrued and unpaid dividends for all previous quarterly
dividend periods and for the currently quarterly dividend period on all shares
of Series A Junior Participating Preferred Stock then outstanding shall have
been declared and paid or set apart for payment. During each default period, all
holders of Preferred Stock (including holders of the Series A Junior
Participating Preferred Stock) with dividends in arrears in an amount equal to
six (6) quarterly dividends thereon, voting as a class, irrespective of series,
shall have the right to elect two (2) Directors.

            (ii) During any default period, such voting right of the holders of
      Series A Junior Participating Preferred Stock may be exercised initially
      at a special meeting called pursuant to subparagraph (C)(iii) of this
      paragraph (3) or at any annual meeting of stockholders and thereafter at
      annual meetings of stockholders, provided that neither such voting right
      nor the right of the holders of any other series of Preferred Stock, if
      any, to increase, in certain cases, the authorized number of Directors
      shall be exercised unless the holders of ten percent (10%) in number of
      shares of Preferred Stock outstanding shall be present in person or by
      proxy. The absence of a quorum of the holders of Common Stock shall not
      affect the exercise by the holders of Preferred Stock of such voting
      right. At any meeting at which the holders of Preferred Stock shall
      exercise such voting right initially during an existing default period,
      they shall have the right, voting as a class, to elect Directors to fill
      such vacancies, if any, in the Board of Directors as may then exist up to
      two (2) Directors or, if such right is exercised at an annual meeting, to
      elect two (2)


                                        4
<PAGE>

      Directors. If the number which may be so elected at any special meeting
      does not amount to the required number, the holders of the Preferred Stock
      shall have the right to make such increase in the number of Directors as
      shall be necessary to permit the election by them of the required number.
      After the holders of the Preferred Stock shall have exercised their right
      to elect Directors in any default period and during the continuance of
      such period, the number of Directors shall not be increased or decreased
      except by vote of the holders of Preferred Stock as herein provided or
      pursuant to the rights of any equity securities ranking senior to or pari
      passu with the Series A Junior Participating Preferred Stock.

            (iii) Unless the holders of Preferred Stock shall, during an
      existing default period, have previously exercised their right to elect
      Directors, the Board of Directors may order, or any shareholders or
      shareholders owning in the aggregate not less than ten percent (10%) of
      the total number of shares of Preferred Stock outstanding, irrespective of
      series, may request, the calling of a special meeting of the holders of
      Preferred Stock, which meeting shall thereupon be called by the President,
      a Vice President or the Secretary of the Corporation. The only matter
      which may be voted on at such meeting shall be the election of Directors.
      Notice of such meeting and of any annual meeting at which holders of
      Preferred Stock are entitled to vote pursuant to this subparagraph
      (C)(iii) shall be given to each holder of record of Preferred Stock by
      mailing a copy of such notice to him at his last address as the same
      appears on the books of the Corporation. Such meeting shall be called for
      a time not earlier than 20 days and not later than 60 days after such
      order or request or in default of the calling of such meeting within 60
      days after such order or request, such meeting may be called on similar
      notice by any stockholders or shareholders owning in the aggregate not
      less than ten percent (10%) of the total number of shares of Preferred
      Stock outstanding. Notwithstanding the provisions of this subparagraph
      (C)(iii), no such special meeting shall be called during the period within
      60 days immediately preceding the date fixed for the next annual meeting
      of the shareholders.

            (iv) In any default period, the holders of Common Stock, and other
      classes of stock of the Corporation if applicable, shall continue to be
      entitled to elect the whole number of Directors until the holders of
      Preferred


                                        5
<PAGE>

      Stock shall have exercised their right to elect two (2) Directors voting
      as a class, after the exercise of which right, (x) the Directors so
      elected by the holders of Preferred Stock shall continue in office until
      their successors shall have been elected by such holders or until the
      expiration of the default period and (y) any vacancy in the Board of
      Directors may (except as provided in subparagraph (C)(ii) of this
      Paragraph (3)) be filled by vote of a majority of the remaining Directors
      theretofore elected by the holders of the class of stock which elected the
      Director whose office shall have become vacant. References in this
      paragraph (C) to Directors elected by the holders of a particular class of
      stock shall include Directors elected by such Directors to fill vacancies
      as provided in clause (y) of the foregoing sentence.

            (v) Immediately upon the expiration of a default period (x) the
      right of the holders of Preferred Stock as a class to elect Directors
      shall cease, (y) the term of any Directors elected by the holders of
      Preferred Stock as a class shall terminate, and (z) the number of
      Directors shall be such number as may be provided for in the Restated
      Certificate of Incorporation or By--Laws irrespective of any increase made
      pursuant to the provisions of subparagraph (C)(ii) of this Paragraph (3)
      (such number being subject, however, to change thereafter in any manner
      provided by law or in the certificate of incorporation or by-laws). Any
      vacancies in the Board of Directors effected by the provisions of clauses
      (y) and (z) in the preceding sentence may be filled by a majority of the
      remaining Directors.

            (D) Except as set forth herein, holders of Series A Junior
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

            (4) Certain Restrictions.

            (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Junior Participating Preferred Stock as provided in
Paragraph (2) are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Series A
Junior Participating Preferred Stock outstanding shall have been paid in full,
the Corporation shall not


                                        6
<PAGE>

            (i) declare or pay dividends on, make any other distributions on, or
      redeem or purchase or otherwise acquire for consideration any shares of
      stock ranking junior (either as to dividends or upon liquidation,
      dissolution or winding up) to the Series A Junior Participating Preferred
      Stock;

            (ii) declare or pay dividends on or make any other distributions on
      any shares or stock ranking on a parity (either as to dividends or upon
      liquidation, dissolution or winding up) with the Series A Junior
      Participating Preferred Stock, except dividends paid ratably on the Series
      A Junior Participating Preferred Stock and all such parity stock on which
      dividends are payable or in arrears in proportion to the total amounts to
      which the holders of all such shares are then entitled;

            (iii) redeem or purchase or otherwise acquire for consideration
      shares of any stock ranking on a parity (either as to dividends or upon
      liquidation, dissolution or winding up) with the Series A Junior
      Participating Preferred Stock, provided that the Corporation may at any
      time redeem, purchase or otherwise acquire shares of any such parity stock
      in exchange for shares of any stock of the corporation ranking junior
      (either as to dividends or upon dissolution, liquidation or winding up) to
      the Series A Junior Participating Preferred Stock;

            (iv) purchase or otherwise acquire for consideration any shares of
      Series A Junior Participating Preferred Stock or any shares of stock
      ranking on a parity with the Series A Junior Participating Preferred
      Stock, except in accordance with a purchase offer made in writing or by
      publication (as determined by the Board of Directors) to all holders of
      such shares upon such terms as the Board of Directors, after consideration
      of the respective annual dividend rates and other relative rights and
      preferences of the respective series and classes, shall determine in good
      faith will result in fair and equitable treatment among the respective
      series or classes.

            (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under subparagraph (A) of
this Paragraph (4), purchase or otherwise acquire such shares at such time and
in such manner.


                                        7
<PAGE>

            (5) Reacquired Shares.

            Any shares of Series A Junior Participating Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.

            (6) Liquidation, Dissolution or Winding Up.

            (A) Upon any liquidation, dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Series A Junior Participating Preferred Stock
shall have received $2,500 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment (the "Series A Junior Participating Liquidation Preference").
Following the payment of the full amount of the Series A Junior Participating
Liquidation Preference, no additional distributions shall be made to the holders
of shares of Series A Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Common Stock shall have received an amount per
share (the "Common Adjustment") equal to the quotient obtained by dividing (i)
the Series A Junior Participating Liquidation Preference by (ii) 100 (as
appropriately adjusted as set forth in subparagraph (C) below to reflect such
events as stocks splits, stock dividends and recapitalizations with respect to
the Common Stock) (such number in clause (ii), the "Adjustment Number").
Following the payment of the full amount of the Series A Junior Participating
Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Junior Participating Preferred Stock and Common Stock,
respectively, holders of Series A Junior Participating Preferred Stock and
holders of shares of Common Stock shall receive their ratable and proportionate
share of the remaining assets to be distributed in the ratio of the Adjustment
Number to 1 with respect to such Preferred Stock and Common Stock, on a per
share basis, respectively.

            (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the


                                        8
<PAGE>

Series A Junior Participating Liquidation Preference and the liquidation
preferences of all other series of Preferred Stock, if any, which rank on a
parity with the Series A Junior Participating Preferred Stock, then such
remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences. In the event,
however, that there are not sufficient assets available to permit payment in
full of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Common Stock.

            (C) In the event the Corporation shall at any time after the Rights
Dividend Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

            (7) Merger, Consolidation, etc.

            In case the Corporation shall enter into any merger, consolidation,
combination or other transaction in which the shares of Common Stock are
exchanged or changed into other stock or securities, cash and/or any other
property, then in any such case each share of Series A Junior Participating
Preferred Stock shall at the same time be similarly exchanged or changed in an
amount per share (subject to the provision for adjustment hereinafter set forth)
equal to 100 times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged. in the event the Corporation
shall at any time after the Rights Dividend Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Junior Participating Preferred Stock shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of


                                        9
<PAGE>

Common Stock that were outstanding immediately prior to such event.

            (8) Redemption.

            The shares of Series A Junior Participating Preferred Stock shall
not be redeemable. 

            (9) Ranking.

            The Series A Junior Participating Preferred Stock shall rank junior
to all other series of the Corporation's Preferred Stock as to the payment of
dividends and other distribution of assets, unless, in accordance with
authorization in the Certificate of Incorporation, as amended, and any
Certificate of Designation, the terms of any such series shall provide
otherwise.

            (10) Amendment.

            The Certificate of Incorporation of the Corporation, as amended,
including the Certificate of Designation establishing the rights and preferences
of the Series A Junior Participating Preferred Stock shall not be further
amended in any manner which would alter or change the powers, references or
special rights of the Series A Junior Participating Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of a majority
of the outstanding shares of Series A Junior Participating Preferred Stock,
voting separately as one voting group.

            (11) Fractional Shares.

            Series A Junior Participating Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Junior Participating Preferred Stock.


                                       10
<PAGE>

            IN WITNESS WHEREOF, this Certificate of Designation is executed on
behalf of the Corporation by its Vice President-Finance and attested by its
Secretary this 23rd day of August, 1988.

                                    ARX, INC.

                                    By /s/ Michael Gorin
                                       ----------------------
                                       Vice President-Finance

Attest:

By /s/ Richard Carey
----------------------
Secretary


                                       11
<PAGE>

                                                                          PAGE 1

                                State of Delaware

                        Office of the Secretary of State

                         ------------------------------

     I, EDWARD J. FREEL,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE OF AMENDMENT
OF "ARX, INC.",  FILED IN THIS OFFICE ON THE FOURTH DAY OF NOVEMBER,  A.D. 1988,
AT 10 O'CLOCK A.M.


                                 [SEAL OMITTED]


                                     /s/ Edward J. Freel
                    [SEAL OMITTED]   -----------------------------------
                                     Edward J. Freel, Secretary of State

0561329 8100                                AUTHENTICATION: 7276027

944200245                                             DATE: 10-20-94

<PAGE>

                            CERTIFICATE OF AMENDMENT
                     OF THE CERTIFICATE OF INCORPORATION OF

                                    ARX, INC.

            ARX, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

            FIRST: That at a meeting of the Board of Directors of ARX, INC.,
resolutions were adopted setting forth a proposed amendment to the Certificate
of Incorporation of said corporation, declaring said amendment to be advisable
and calling a meeting of the stockholders of the corporation for consideration
thereof.

            SECOND: That thereafter, pursuant to resolution of the Board of
Directors, the Annual Meeting of Stockholders of said Corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the following amendment:

<PAGE>

            RESOLVED, that the Certificate of Incorporation of this Corporation
            be amended by adding ARTICLE "FIFTEENTH" to read as follows:

                  "FIFTEENTH: No action required to be taken or which may be
            taken at any annual or special meeting of stockholders of the
            corporation may be taken without a meeting, and the power of
            stockholders to consent in writing to the taking of any action is
            specifically denied.

                  Notwithstanding anything contained in this Certificate of
            Incorporation to the contrary, the affirmative vote of the holders
            of not less than 80% of the outstanding shares of capital stock of
            the corporation entitled to vote generally in the election of
            directors (considered for this purpose as one class) shall be
            required to amend, alter, change or repeal this Article FIFTEENTH or
            to adopt any provision inconsistent herewith."

            THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

            IN WITNESS WHEREOF, said ARX, INC. has caused this certificate to be
signed by Michael Gorin, its President and Richard Carey, its Secretary, this
27th day of October, 1988.

                                    ARX, INC.

                                    By:/s/ Michael Gorin
                                       -----------------------
                                       Michael Gorin
                                       President

ATTEST:

/s/ Richard Carey
-------------------------
Richard Carey, Secretary

<PAGE>

                                                                          PAGE 1

                                State of Delaware

                        Office of the Secretary of State

                         ------------------------------

     I, EDWARD J. FREEL,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE OF AMENDMENT
OF "ARX, INC.",  FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF NOVEMBER,  A.D.
1992, AT 10 O'CLOCK A.M.


                                 [SEAL OMITTED]


                                     /s/ Edward J. Freel
                    [SEAL OMITTED]   -----------------------------------
                                     Edward J. Freel, Secretary of State

0561329 8100                                AUTHENTICATION: 7276027

944200245                                             DATE: 10-20-94

<PAGE>

                            CERTIFICATE OF AMENDMENT
                     OF THE CERTIFICATE OF INCORPORATION OF

                                    ARX, INC.

            ARX, INC., a corporation organized and existing under and by virtue
of the Central Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

            FIRST: That at a meeting of the Board of Directors of ARX, INC.,
resolutions were adopted setting forth a proposed amendment to the Certificate
of Incorporation of said corporation, declaring said amendment to be advisable
and calling a meeting of the stockholders of the corporation for consideration
thereof.

            SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the Annual Meeting of Stockholders of said corporation was duly
called and held, upon notice in accordance with section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the following amendment:

                                                            STATE OF DELAWARE   
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 10:00 AM 11/23/1992
                                                           722328033 - 561329

<PAGE>

            RESOLVED, that the certificate of incorporation be amended by
            changing the Article thereof numbered "FOURTH" so that, as amended,
            said Article shall be and read as follows:

                  "FOURTH: The total number of shares of all classes of stock
            which the corporation shall have the authority to issue is TWENTY
            SIX MILLION (26,000,000) shares, of which TWENTY FIVE MILLION
            (25,000,000) shares shall be shares of Common Stock of the par value
            of Ten Cents ($.10) per share and ONE MILLION (1,000,000) shares
            shall be shares of Preferred Stock of the par value of Ten Cents
            ($.10) per share. The Preferred Stock may be issued in series and
            the number, designation, relative rights, preferences and
            limitations of shares of each series of Preferred Stock, Ten Cents
            ($.10) per share par value shall be fixed by the Board of
            Directors."

            THIRD: That said amendment was duly adopted in accordance with the
            provisions of section 242 of the General Corporation Law of the
            State of Delaware.

            IN WITNESS WHEREOF, said ARX, INC. has caused this certificate to be
signed by MICHAEL GORIN, its President and attested by RICHARD G. SATIN, its
Secretary, this 11th day of November, 1992.

                                    ARX, INC.

                                    By:/s/ Michael Gorin
                                       ------------------------
                                       MICHAEL GORIN, PRESIDENT

ATTEST:

/s/ Richard G. Satin
----------------------------
RICHARD G. SATIN
SECRETARY

<PAGE>

                                                                          PAGE 1

                                State of Delaware

                        Office of the Secretary of State

                         ------------------------------

     I, EDWARD J. FREEL,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE OF AMENDMENT
OF "ARX,  INC.",  CHANGING ITS NAME FROM "ARX, INC." TO "AEROFLEX  INCORPORATED"
FILED IN THIS OFFICE ON THE NINTH DAY OF  NOVEMBER,  A.D.  1994,  AT 12 O'CLOCK
P.M.


                                 [SEAL OMITTED]


                                     /s/ Edward J. Freel
                    [SEAL OMITTED]   -----------------------------------
                                     Edward J. Freel, Secretary of State

0561329 8100                                AUTHENTICATION: 7295908

944215514                                             DATE: 11-09-94

<PAGE>

                         CERTIFICATE OF AMENDMENT OF THE
                         CERTIFICATE OF INCORPORATION OF

                                    ARX, INC

                                   *********

      ARX, Inc., corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

      FIRST: That at a meeting of the Board of Directors of ARX, Inc,
resolutions were adopted setting forth a proposed amendment to the Certificate
of Incorporation of said corporation, declaring said amendment to be advisable
and calling a meeting of the stockholders of the corporation for consideration
thereof.

      SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the Annual Meeting of Stockholders of said corporation was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the following amendment:

      RESOLVED, that the Certificate of Incorporation of this Corporation be
      amended by changing the Article thereof numbered "FIRST" so that, as
      amended, said Article shall be and read as follows:

                  "FIRST: The name of the corporation is:

                             AEROFLEX INCORPORATED"

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

      IN WITNESS WHEREOF, said ARX, Inc. has caused this certificate to be
signed by Michael Gorin, its President and attested by Leonard Borow, its
Secretary, this 9th day of November, 1994.

                                    ARX, INC.

                                    By:/s/ Michael Gorin
                                       ------------------------
                                       Michael Gorin, President

ATTEST:

/s/ Leonard Borow
------------------------
Leonard Borow, Secretary
<PAGE>

                                State of Delaware

                        Office of the Secretary of State
                        -------------------------------- 



     I, EDWARD J. FREEL,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY  THE  ATTACHED  IS A  TRUE  AND  CORRECT  COPY  OF  THE  CERTIFICATE  OF
DESIGNATION OF "AEROFLEX INCORPORATED", FILED IN THIS OFFICE ON THE THIRTY-FIRST
DAY OF AUGUST, A.D., 1998, AT 8:30 O'CLOCK A.M.

     A FILED  COPY OF THIS  CERTIFICATE  HAS BEEN  FORWARDED  TO THE NEW  CASTLE
COUNTY RECORDER OF DEEDS.


                                 [SEAL OMITTED]


                                      /s/ Edward J. Freel
                                      -----------------------------------
                   [SEAL OMITTED]     Edward J. Freel, Secretary of State

0561329      8100                     AUTHENTICATION:           9279902

981340007                                       DATE:            8-31-98


<PAGE>

                                     AMENDED

                           CERTIFICATE OF DESIGNATION

                                       of

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                              AEROFLEX INCORPORATED

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

--------------------------------------------------------------------------------
          Aeroflex Incorporated,  a corporation organized and existing under the
General  Corporation  Law of the  State  of  Delaware  (hereinafter  called  the
"Corporation"),  hereby  certifies that the following  resolution was adopted by
the Board of  Directors  of the  Corporation  as  required by Section 151 of the
General Corporation Law at a meeting duly called and held on August 13, 1998:

          RESOLVED,  that pursuant to the authority granted to and vested in the
Board of  Directors  of this  Corporation  (hereinafter  called  the  "Board  of
Directors" or the "Board") in accordance  with the provisions of the Certificate
of Incorporation, as amended, the Board of Directors hereby amends, effective as
of August 31, 1998, the  Certificate of  Designation  establishing  the Series A
Junior   Participating   Preferred   Stock,   filed  on  August  23,  1988  (the
"Certificate")  by amending and restating the  designation and number of shares,
and the relative  rights,  preferences,  and limitations of such Series A Junior
Participating Preferred Stock, no shares of which have been issued, as follows:

          Series A Junior Participating Preferred Stock:

          Section 1. Designation and Amount.  The shares of such series shall be
designated  as "Series A Junior  Participating  Preferred  Stock" (the "Series A
Preferred  Stock") and the number of shares  constituting the Series A Preferred
Stock shall be 25,000.  Such number of shares may be  increased  or decreased by
resolution of the Board of Directors;  provided,  that no decrease  shall reduce
the  number  of shares of  Series A  Preferred  Stock to a number  less than the
number of shares  then  outstanding  plus the  number  of  shares  reserved  for
issuance upon the exercise of  outstanding  options,  rights or warrants or upon
the  conversion  of  any  outstanding   securities  issued  by  the  Corporation
convertible into Series A Preferred Stock.
<PAGE>
          Section 2.     Dividends and Distributions.

          (A)  Subject to the rights of the  holders of any shares of any series
     of Preferred  Stock, par value $.10 per share (the "Preferred  Stock"),  of
     the  Corporation  (or any similar  stock) ranking prior and superior to the
     Series A Preferred  Stock with respect to dividends,  the holders of shares
     of Series A Preferred  Stock, in preference to the holders of Common Stock,
     par value $.10 per share (the "Common Stock"),  of the Corporation,  and of
     any other  junior  stock,  shall be entitled to  receive,  when,  as and if
     declared by the Board of Directors out of funds  legally  available for the
     purpose,  quarterly  dividends  payable  in cash on the first day of March,
     June, September and December in each year (each such date being referred to
     herein as a "Quarterly  Dividend  Payment  Date"),  commencing on the first
     Quarterly  Dividend  Payment  Date after the first  issuance  of a share or
     fraction  of a share of Series A  Preferred  Stock,  in an amount per share
     (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject
     to the  provision for  adjustment  hereinafter  set forth,  1,000 times the
     aggregate  per share  amount  of all cash  dividends,  and 1,000  times the
     aggregate per share amount  (payable in kind) of all non-cash  dividends or
     other  distributions,  other  than a  dividend  payable in shares of Common
     Stock or a  subdivision  of the  outstanding  shares  of  Common  Stock (by
     reclassification  or  otherwise),  declared  on the Common  Stock since the
     immediately  preceding  Quarterly Dividend Payment Date or, with respect to
     the first Quarterly  Dividend Payment Date, since the first issuance of any
     share or fraction of a share of Series A Preferred  Stock. In the event the
     Corporation  shall at any time  after the date  hereof  declare  or pay any
     dividend on the Common Stock payable in shares of Common Stock, or effect a
     subdivision or combination or  consolidation  of the outstanding  shares of
     Common  Stock  (by  reclassification  or  otherwise  than by  payment  of a
     dividend  in shares of Common  Stock)  into a greater  or lesser  number of
     shares of Common Stock,  then in each such case the amount to which holders
     of shares of Series A Preferred  Stock were entitled  immediately  prior to
     such event under clause (b) of the preceding  sentence shall be adjusted by
     multiplying such amount by a fraction, the numerator of which is the number
     of shares of Common Stock outstanding  immediately after such event and the
     denominator  of which is the  number of shares  of Common  Stock  that were
     outstanding immediately prior to such event.

          (B) The  Corporation  shall declare a dividend or  distribution on the
     Series A  Preferred  Stock as  provided in  paragraph  (A) of this  Section
     immediately  after it  declares a dividend  or  distribution  on the Common
     Stock (other than a dividend  payable in shares of Common Stock);  provided
     that, in the event no dividend or distribution  shall have been declared on
     the Common Stock during the period between any Quarterly  Dividend  Payment
     Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
     $1 per share on the Series A Preferred Stock shall  nevertheless be payable
     on such subsequent Quarterly Dividend Payment Date.

          (C) Dividends  shall begin to accrue and be cumulative on  outstanding
     shares of Series A Preferred Stock from the Quarterly Dividend Payment Date
     next  preceding the date of issue of such shares,  unless the date of issue
     of such shares is prior to the record date for the first Quarterly Dividend

<PAGE>
     Payment Date, in which case  dividends on such shares shall begin to accrue
     from the date of issue of such  shares,  or  unless  the date of issue is a
     Quarterly  Dividend Payment Date or is a date after the record date for the
     determination  of holders of shares of Series A Preferred Stock entitled to
     receive a quarterly  dividend and before such  Quarterly  Dividend  Payment
     Date, in either of which events such dividends shall begin to accrue and be
     cumulative from such Quarterly  Dividend  Payment Date.  Accrued but unpaid
     dividends shall not bear interest. Dividends paid on the shares of Series A
     Preferred  Stock in an amount less than the total amount of such  dividends
     at the time accrued and payable on such shares shall be allocated  pro rata
     on a  share-by-share  basis among all such shares at the time  outstanding.
     The  Board of  Directors  may fix a record  date for the  determination  of
     holders of shares of Series A Preferred  Stock entitled to receive  payment
     of a dividend or distribution declared thereon,  which record date shall be
     not more than 60 days prior to the date fixed for the payment thereof.

     Section 3. Voting Rights. The holders of shares of Series A Preferred Stock
shall have the following voting rights:

          (A) Subject to the provision  for  adjustment  hereinafter  set forth,
     each share of Series A Preferred  Stock shall entitle the holder thereof to
     1,000 votes on all matters  submitted to a vote of the  stockholders of the
     Corporation.  In the event the Corporation shall at any time after the date
     hereof declare or pay any dividend on the Common Stock payable in shares of
     Common Stock,  or effect a subdivision or combination or  consolidation  of
     the outstanding  shares of Common Stock (by  reclassification  or otherwise
     than by payment of a dividend in shares of Common  Stock) into a greater or
     lesser number of shares of Common Stock,  then in each such case the number
     of votes per share to which  holders of shares of Series A Preferred  Stock
     were  entitled  immediately  prior  to such  event  shall  be  adjusted  by
     multiplying such number by a fraction, the numerator of which is the number
     of shares of Common Stock outstanding  immediately after such event and the
     denominator  of which is the  number of shares  of Common  Stock  that were
     outstanding immediately prior to such event.

          (B) Except as otherwise  provided herein,  in any other Certificate of
     Designation  creating a series of Preferred  Stock or any similar stock, or
     by law,  the holders of shares of Series A Preferred  Stock and the holders
     of shares of Common Stock and any other  capital  stock of the  Corporation
     having  general  voting  rights  shall  vote  together  as one class on all
     matters submitted to a vote of stockholders of the Corporation.

          (C)  Except as set forth  herein,  or as  otherwise  provided  by law,
     holders of Series A Preferred Stock shall have no special voting rights and
     their consent shall not be required (except to the extent they are entitled
     to vote with  holders of Common  Stock as set forth  herein) for taking any
     corporate action.
<PAGE>
          Section 4.     Certain Restrictions.

          (A) Whenever  quarterly  dividends or other dividends or distributions
     payable on the Series A  Preferred  Stock as  provided  in Section 2 are in
     arrears,  thereafter  and  until  all  accrued  and  unpaid  dividends  and
     distributions,  whether or not  declared,  on shares of Series A  Preferred
     Stock outstanding shall have been paid in full, the Corporation shall not:

            (i) declare or pay dividends,  or make any other  distributions,  on
          any shares of stock  ranking  junior  (either as to  dividends or upon
          liquidation,  dissolution  or winding  up) to the  Series A  Preferred
          Stock;

            (ii) declare or pay dividends,  or make any other distributions,  on
          any shares of stock  ranking on a parity  (either as to  dividends  or
          upon  liquidation,  dissolution  or  winding  up)  with  the  Series A
          Preferred  Stock,  except  dividends  paid  ratably  on the  Series  A
          Preferred  Stock  and all such  parity  stock on which  dividends  are
          payable or in arrears in  proportion to the total amounts to which the
          holders of all such shares are then entitled;

            (iii)  redeem or purchase  or  otherwise  acquire for  consideration
          shares of any stock  ranking  junior  (either as to  dividends or upon
          liquidation,  dissolution  or winding  up) to the  Series A  Preferred
          Stock, provided that the Corporation may at any time redeem,  purchase
          or otherwise  acquire  shares of any such junior stock in exchange for
          shares of any stock of the  Corporation  ranking  junior (either as to
          dividends  or upon  dissolution,  liquidation  or  winding  up) to the
          Series A Preferred Stock; or

            (iv) redeem or purchase or otherwise  acquire for  consideration any
          shares of Series A Preferred  Stock, or any shares of stock ranking on
          a parity with the Series A Preferred Stock,  except in accordance with
          a purchase offer made in writing or by  publication  (as determined by
          the Board of  Directors) to all holders of such shares upon such terms
          as the  Board of  Directors,  after  consideration  of the  respective
          annual dividend rates and other relative rights and preferences of the
          respective  series and  classes,  shall  determine  in good faith will
          result in fair and equitable  treatment among the respective series or
          classes.

          (B) The Corporation shall not permit any subsidiary of the Corporation
     to purchase or otherwise  acquire for  consideration any shares of stock of
     the Corporation  unless the Corporation  could, under paragraph (A) of this
     Section 4,  purchase or  otherwise  acquire such shares at such time and in
     such manner.

          Section 5. Reacquired  Shares.  Any shares of Series A Preferred Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and cancelled promptly after the acquisition  thereof. All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
subject to the conditions and restrictions on issuance set forth herein,  in the
Certificate  of  Incorporation,  as  amended,  or in any  other  Certificate  of
Designation  creating a series of  Preferred  Stock or any  similar  stock or as
otherwise required by law.
<PAGE>
          Section  6.   Liquidation,   Dissolution   or  Winding  Up.  Upon  any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the  holders  of shares of stock  ranking  junior  (either  as to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series A
Preferred  Stock  unless,  prior  thereto,  the  holders  of  shares of Series A
Preferred  Stock shall have received  $1,000 per share,  plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such  payment,  provided  that the  holders of shares of Series A
Preferred  Stock  shall be entitled  to receive an  aggregate  amount per share,
subject to the provision for adjustment  hereinafter  set forth,  equal to 1,000
times the aggregate  amount to be distributed  per share to holders of shares of
Common  Stock,  or (2) to the  holders  of shares of stock  ranking  on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred  Stock,  except  distributions  made  ratably on the Series A
Preferred  Stock and all such parity stock in proportion to the total amounts to
which the  holders  of all such  shares  are  entitled  upon  such  liquidation,
dissolution or winding up. In the event the Corporation  shall at any time after
the date  hereof  declare or pay any  dividend  on the Common  Stock  payable in
shares of Common Stock, or effect a subdivision or combination or  consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by  payment of a dividend  in shares of Common  Stock)  into a greater or lesser
number of shares of Common Stock, then in each such case the aggregate amount to
which holders of shares of Series A Preferred  Stock were  entitled  immediately
prior to such event  under the proviso in clause (1) of the  preceding  sentence
shall be adjusted by  multiplying  such amount by a fraction  the  numerator  of
which is the number of shares of Common Stock outstanding immediately after such
event and the  denominator of which is the number of shares of Common Stock that
were outstading immediately prior to such event.

          Section 7.  Consolidation,  Merger, etc. In case the Corporation shall
enter into any consolidation,  merger, combination or other transaction in which
the shares of Common  Stock are  exchanged  for or changed  into other  stock or
securities,  cash and/or any other property, then in any such case each share of
Series A  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal to 1,000  times the  aggregate  amount of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the Corporation  shall at any time after the date hereof declare or
pay any  dividend  on the Common  Stock  payable in shares of Common  Stock,  or
effect a subdivision or combination or consolidation  of the outstanding  shares
of Common Stock (by  reclassification or otherwise than by payment of a dividend
in shares of Common  Stock) into a greater or lesser  number of shares of Common
Stock,  then in each such case the  amount set forth in the  preceding  sentence
with  respect to the  exchange or change of shares of Series A  Preferred  Stock
shall be adjusted by  multiplying  such amount by a fraction,  the  numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the  denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
<PAGE>

     Section 8. No Redemption.  The shares of Series A Preferred Stock shall not
be redeemable.

     Section 9. Rank. The Series A Preferred  Stock shall rank,  with respect to
the payment of dividends and the distribution of assets, junior to all series of
any other class of the Corporation's Preferred Stock.

     Section 10. Amendment. The Certificate of Incorporation of the Corporation,
as amended,  shall not be amended in any manner which would  materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding  shares of Series A Preferred Stock,  voting
together as a single class.  

     IN WITNESS WHEREOF,  this Amended Certificate of Designation is executed on
behalf of the  Corporation  by its  President  and attested by its Treasurer and
Assistant Secretary this 31st day of August, 1998.


                                          /s/ Michael Gorin   
                                          --------------------------------------
                                          Name:  Michael Gorin
                                          Title:  President


Attest:

/s/ Charles Badlato
----------------------------------------
Name:  Charles Badlato
Title: Treasurer and Assistant Secretary