EXHIBIT 3.35
                                                                    ------------

Filed June 18, 1974
Ontario Ministry of Consumer and Commercial Relations


                            ARTICLES OF INCORPORATION


1.       The name of the corporation is HAMILTON DIGITAL DESIGNS LTD.

2.       The head office is at the city of Hamilton in the Regional Municipality
         of Hamilton- Wentworth.

3.       The address of the head office is 201 Roberts Street, Hamilton.

4.       The number of directors is three (3).

5.       The first directors are:

            Anthony Joseph Powell   301-78 Victoria Street, Hamilton, Ontario

            James Richard Turnbull  455 Bay Street North, Hamilton, Ontario

            Robert Arthur Otto      404-1868 Main Street West, Hamilton, Ontario

6.       The objects for which the corporation is incorporated are:

         (a)      To act as engineering consultants and advisers in general to
                  the management and executives of any commercial enterprise or
                  industrial organization;

         (b)      To conduct any consumer research programme and to act as
                  consultants in respect thereof, either as principal or agent;

         (c)      To conduct, either as agents or principals, executive and
                  personality evaluation tests for individuals or for any
                  commercial or industrial organization;

         (d)      To provide engineering services on a sub-contractor level for
                  other firms;

         (e)      To build and construct electronic equipment;

         (f)      To design and construct prototype electronic equipment;

         (g)      To provide facilities for lay-outs and constructing electronic
                  controls, etc.;

         (h)      To provide engineering and design services for the preparation
                  and completion of tape lay-outs and circuits;

         (i)      To provide components for same.

<PAGE>

7.       The authorized capital is to be divided into Three Thousand, Five
         Hundred (3,500) Preference Shares with a par value of Ten Dollars
         ($10.00) each and Five Thousand (5,000) Common Shares without par
         value; provided that the Common Shares shall not be issued for a
         consideration exceeding in amount or value the sum of Five Thousand
         Dollars ($5,000) or such greater amount as the Board of Directors of
         the Company deems expedient on payment to the Treasurer of Ontario of
         the fees payable on such greater amount and on the issuance by the
         Minister of a certificate of such payment.

8.       The designations, preferences, rights, conditions, restrictions,
         limitations or prohibition attaching to the special shares, if any,
         are:

         (1)      The holders of the Preference Shares shall not be entitled to
                  vote at any meetings of the Shareholders, but shall be
                  entitled to notice of meetings of Shareholders called for the
                  purpose of authorizing the dissolution of the Corporation or
                  the sale of its undertaking or a substantial part thereof; the
                  holders of Common Shares shall be entitled to one (1) vote for
                  each Common Share held by them at all meetings of
                  Shareholders;

         (2)      The holders of the Preference Shares shall in each year, in
                  the discretion of the Directors but always in preference and
                  priority to any payment of dividends on the Common Shares for
                  such year, be entitled out of any or all profits or surplus
                  available for dividends to non-cumulative dividends at the
                  rate of six per cent (6%) per annum on the amount paid up on
                  the Preference Shares. If in any year, after providing for the
                  full dividend on the Preference Shares, there shall remain any
                  profits or surplus available for dividends, such profits or
                  surplus or any part thereof may, in the discretion of the
                  Directors, be applied to dividends on the Common Shares;

         (3)      The Preference Shares shall rank, both as regards dividend and
                  return of capital, in priority to all other shares of the
                  Corporation, but shall not confer any further right to
                  participate in profits or assets;

         (4)      The Corporation may, upon giving notice as hereinafter
                  provided, redeem the whole or any part of the Preference
                  Shares on payment for each share to be redeemed of the amount
                  paid up thereon, together with all dividends declared thereon
                  and unpaid; not less than thirty (30) days notice in writing
                  of such redemption shall be given by mailing such notice to
                  the registered holders of the shares to be redeemed specifying
                  the date and place or places of redemption; if notice of any
                  such redemption be given by the Corporation in the manner
                  aforesaid and an amount sufficient to redeem the shares be
                  deposited with any trust Company or chartered bank in Canada,
                  as specified in the notice, on or before the date fixed for
                  redemption, dividends on the Preference Shares to be redeemed
                  shall cease after the date so fixed for redemption and the
                  holders thereof shall thereafter have no rights against the
                  Corporation in

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<PAGE>

                  respect thereof except, upon the surrender of certificates for
                  such shares, to receive payment therefor out of the monies so
                  deposited;

         (5)      The Corporation may, at any time and from time to time,
                  purchase for cancellation the whole or any part of the
                  Preference Shares at the lowest price, at which, in the
                  opinion of the Directors, such shares are obtainable but not
                  exceeding the amount paid up thereon, together with all
                  dividends declared thereon and unpaid.

         (6)      In the event of the liquidation, dissolution or winding up of
                  the Corporation, whether voluntary or involuntary, the holders
                  of the Preference Shares shall be entitled to receive, before
                  any distribution of any part of the assets of the Corporation
                  among the holders of any other shares, the amount paid up
                  thereof and any dividends declared thereon and unpaid and no
                  more.

9.       The restrictions, if any, on the allotment, issue or transfer of shares
         are:

                  No share of the Corporation shall at any time be transferred
                  to any person without the approval of the holder or holders of
                  at least fifty-one per centum (51%) of the outstanding Common
                  Shares.

9.A.     The special provisions, if any, are:

         (i)      The number of Shareholders of the Corporation is limited to
                  not more than fifty (50), two (2) or more persons who are the
                  joint registered owners of one (1) or more shares being
                  counted as one (1) Shareholder;

         (ii)     Any invitation to the public to subscribe to the shares of the
                  Corporation is hereby prohibited;

         (iii)    The Corporation may purchase any of its Common Shares out of
                  surplus in accordance with the Provisions of Section 39 of The
                  Business Corporations' Act, 1970.

10.      The Shares, if any, to be taken by the incorporators are:



  INCORPORATORS FULL NAMES,   NUMBER OF     CLASS DESIGNATION     AMOUNT TO
  INCLUDING ALL GIVEN NAMES    SHARES                             BE PAID $
  ------------------------- -------------  -------------------- -------------
  ANTHONY JOSEPH POWELL           ONE             COMMON             $1.00

  JAMES RICHARD TURNBULL          ONE             COMMON             $1.00

  ROBERT ARTHUR OTTO              ONE             COMMON             $1.00

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<PAGE>

11.      The names and residence addresses of the incorporators are:


     FULL NAMES, INCLUDING             FULL RESIDENCE ADDRESS GIVING
       ALL GIVEN NAMES                   STREET & NO. OR R.R. NO.,
                                        MUNICIPALITY OR POST OFFICE
  ----------------------------  --------------------------------------------
  ANTHONY JOSEPH POWELL         301-78 Victoria Street, Hamilton, Ontario

  JAMES RICHARD TURNBULL        455 Bay Street North, Hamilton, Ontario

  ROBERT ARTHUR OTTO            404-1868 Main Street West, Hamilton, Ontario



THESE ARTICLES ARE EXECUTED IN DUPLICATE FOR DELIVERY TO THE MINISTER


                           SIGNATURES OF INCORPORATORS


 -----------------------------                   -----------------------------
 Anthony Joseph Powell                           James Richard Turnbull


                          -----------------------------
                               Robert Arthur Otto













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<PAGE>


Filed February 19, 1992
Ontario Ministry of Consumer and Commercial Relations


                              ARTICLES OF AMENDMENT


1.       The present name of the corporation is HAMILTON DIGITAL DESIGNS LTD.

2.       The name of the corporation is changed to (if applicable): Not
         applicable.

3.       Date of incorporation: 18 June 1974.

4:       The articles of the corporation are amended as follows:

         "1.      The number of directors is hereby changed so that the maximum
                  number of directors shall be a minimum of one (1) and a
                  maximum of five (5)."

5.       The amendment has been duly authorized as required by Sections 167 and
         169 (as applicable) of the Business Corporations Act.

6.       The resolution authorizing the amendment was approved by the
         shareholders/directors (as applicable) of the corporation on 25
         November 1991.

These articles are signed in duplicate.


                                        HAMILTON DIGITAL DESIGNS LTD.
                                                 (Name of Corporation)


                                        By:   James B. Mitchell, President and
                                                     Secretary-Treasurer



<PAGE>

Filed October 13, 1994
Ontario Ministry of Consumer and Commercial Relations


                              ARTICLES OF AMENDMENT


1.       The present name of the corporation is HAMILTON DIGITAL DESIGNS LTD.

2.       The name of the corporation is changed to (if applicable): Not
         applicable.

3.       Date of incorporation: 18 June 1974.

4:       The articles of the corporation are amended as follows:

         "1.      Amend the objects for which the Corporation has been
                  incorporated so that there shall be no restriction on the
                  business the Corporation may carry on or on the powers the
                  Corporation may exercise;

         2.       Increase the capital of the Corporation by creating an
                  unlimited number of Common Shares.

         3.       Decrease the capital of the Corporation by canceling the 3,500
                  Preference Shares;

         4.       Increase the capital of the Corporation by creating an
                  unlimited number of Special Shares;

         5.       Provide that the Special Shares shall have attached thereto
                  the following designations, preferences, rights, conditions,
                  limitations and prohibitions:

                  (a)      The holders of the Special Shares shall be entitled
                           in priority to the holders of the Common Shares and
                           all other shares, out of any and all profits or
                           surplus available for dividends, to fixed,
                           preferential, cumulative, cash dividends at the rate
                           of 10% per annum; except with the consent in writing
                           of the holders of all the Special Shares outstanding,
                           no dividend shall at any time be declared or paid
                           upon, or set apart for payment on the Common Shares
                           in any year unless and until any preferential,
                           cumulative dividend on all the Special Shares which
                           has been declared and is outstanding has been paid or
                           set apart for payment; if in any year, after
                           providing for any such dividend on the Special Shares
                           in such amount as the directors may determine, there
                           shall remain any profits or surplus available for
                           dividends, such profits or surplus, or any part
                           thereof may, in the discretion of the directors, be
                           applied to dividends on the Common Shares;

<PAGE>

                  (b)      The Special Shares shall rank both as regards
                           dividends and repayment of capital, in priority to
                           the Common Shares of the Corporation but shall not
                           confer any further right to participate in profits or
                           assets;

                  (c)      A holder of Special Shares shall, at any time after
                           the expiration of four (4) years from the date of
                           acquisition thereof, be entitled to require the
                           Corporation to redeem at any time or times all or any
                           of the Special Shares registered in the name of such
                           holder on the books of the Corporation by tendering
                           to the Corporation at its head office a share
                           certificate representing the Special Shares which the
                           registered holder desires to have the Corporation
                           redeem together with a request in writing specifying:

                           (i)      that the registered holder desires to have
                                    the Special Shares represented by such
                                    certificate redeemed by the Corporation; and

                           (ii)     the business day (in this paragraph referred
                                    to as the "redemption date") on which the
                                    holder desires to have the Corporation
                                    redeem such Special Shares. The redemption
                                    date shall be not less than thirty (30) days
                                    after the day upon which the request in
                                    writing is given to the Corporation.

                           Upon receipt of a share certificate representing the
                           Special Shares which the registered holder desires to
                           have the Corporation redeem together with such a
                           request, the Corporation shall on the redemption date
                           redeem such Special Shares by paying to such
                           registered holder an amount equal to the stated
                           capital of the Special Shares being redeemed together
                           with all cumulative dividends declared thereon and
                           unpaid. Such payment shall be made by cheque payable
                           at par at any branch of the Corporation's bankers for
                           the time being in Canada. The said Special Shares
                           shall be redeemed on the redemption date and from and
                           after the redemption date, such shares shall cease to
                           be entitled to dividends and the holders thereof
                           shall not be entitled to exercise any of the rights
                           of the holders of Special Shares in respect thereof
                           unless payment of the redemption price is not made on
                           the redemption date in which event the rights of the
                           holders of the Special Shares shall remain
                           unaffected.

                           At the option of the registered holder, upon the
                           expiration of said four-year period set forth above,
                           such Special Shares may be converted into Common
                           Shares at a rate of one times net sales. For purposes
                           hereof "net sales" shall mean revenues received by
                           the Corporation from the sale or lease of equipment,
                           products, systems

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<PAGE>

                           and services provided by the Corporation net of
                           returns, allowances, Retail Sales Taxes and Goods &
                           Services Taxes collected, and taxes withheld in other
                           jurisdictions;

                  (d)      In the event there is an offer to purchase a
                           controlling interest in the Corporation by anyone
                           other than James Mitchell, or in the event the
                           Corporation becomes a public corporation within the
                           meaning of the Securities Act of Ontario, the Special
                           Shares may, at the option of the registered holder(s)
                           thereof, be converted into Common Shares. The number
                           of such Common Shares issued under the provisions of
                           this clause to equal the stated capital of the
                           Special Shares being so converted plus any cumulative
                           dividends thereon declared and unpaid;

                  (e)      The Corporation may, at any time and from time to
                           time, purchase for cancellation the whole or any part
                           of the Special Shares at the lowest price at which,
                           in the opinion of the directors, such shares are
                           obtainable, but not exceeding the stated capital
                           thereof, together with all dividends declared thereon
                           and unpaid;

                  (f)      In the event of the liquidation, dissolution or
                           winding up of the Corporation, whether voluntary or
                           involuntary, the holders of the Special Shares shall
                           be entitled to receive, before any distribution of
                           any part of the assets among the holders of the
                           Common Shares, the stated capital of the Special
                           Shares and any dividends declared thereon and unpaid
                           and no more;

                  (g)      The holders of the Special Shares shall be entitled
                           to receive notice of and to exercise one (1) vote for
                           each Special Share held by them at all shareholders'
                           meetings;

                  (h)      Any amendment to the Articles of Incorporation to
                           delete or vary any preference, right, condition,
                           restriction, limitation or prohibition attaching to
                           the Special Shares or to create special shares
                           ranking in priority to or on a parity with the
                           Special Shares, in addition to the authorization by a
                           special resolution, may be given by at least two-
                           thirds (2/3) of the votes cast at a meeting of the
                           holders of the Special Shares duly called for that
                           purpose;

                  (i)      Holders of Common Shares shall be entitled to one (1)
                           vote for each Common Share held by them at all
                           shareholders' meetings;

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<PAGE>

                  (j)      The holders of Common Shares shall in each year in
                           the discretion of the directors, but always subject
                           to the dividend rights of the holders of the Special
                           Shares, be entitled, out of any or all profits or
                           surplus available for dividends to non-cumulative
                           dividends at a rate determined by the Board of
                           Directors.

                  (k)      Subject to the rights of the holders of the Special
                           Shares, in the event of liquidation, dissolution or
                           winding-up of the Corporation, whether voluntary or
                           involuntary, the assets of the Corporation shall be
                           distributed amongst the holders of the Common Shares;

                  (l)      The Corporation may purchase any of its Common Shares
                           in accordance with the provisions of the Business
                           Corporations Act."

5.       The amendment has been duly authorized as required by Sections 167 and
         169 (as applicable) of the Business Corporations Act.

6.       The resolution authorizing the amendment was approved by the
         shareholders/directors (as applicable) of the corporation on 12 October
         1994.

These articles are signed in duplicate.


                                              HAMILTON DIGITAL DESIGNS LTD.
                                                       (Name of Corporation)


                                              By:   James B. Mitchell, President



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