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                                   Exhibit 3.2


                          CERTIFICATE OF INCORPORATION
                                       OF
                           COMTREX SYSTEMS CORPORATION

                      (as amended through October 26, 1999)


I, the undersigned, in order to form a corporation for the purposes hereinafter
stated, under and pursuant to the provisions of the General Corporation Law of
the State of Delaware, do hereby certify as follows:

FIRST: The name of the corporation is Comtrex Systems Corporation (the
"Corporation").

SECOND: The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, Wilmington, Delaware 19805, County of New Castle.
The name of its registered agent at such address is the Corporation Service
Company.

THIRD: The nature of the business of the Corporation and the objects or purposes
to be transacted, promoted or carried on by it are as follows: To engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

FOURTH: The total number of shares of all classes of stock that the Corporation
is authorized to issue is ELEVEN MILLION (11,000,000) shares, consisting of ten
million (10,000,000) shares of Common Stock, par value $.001 per share, and one
million (1,000,000) shares of Preferred Stock, par value $1.00 per share. The
designations, preferences, privileges and voting powers of the shares of each
class and the restrictions and qualifications shall be the same in all respects
as though shares of one class, except as follows:

(a) Shares of the Preferred Stock may be issued from time to time in one or more
series, each of such series to have such powers, designations, preferences and
relative participating or optional or other special rights and such
qualifications, limitations or restrictions thereon, as expressly provided
herein, or to the extent provided by law, or in a resolution or resolutions
providing for the issuance of such series, adopted by the board of directors,
which is hereby vested with such authority in respect thereof. Without limiting
the generality of the foregoing, the board of directors is hereby expressly
empowered to provide for the issuance of shares of Preferred Stock at any time
and from time to time in one or more series, and to fix as to each such shares,
by resolution or resolutions providing for the issuance of such series:

(i) the number of shares to constitute such series, and the designation thereof;

(ii) the voting power of each share of such series, if any, and without
limitation, the vote or fraction of vote to which each such share may be
entitled, the events upon the occurrence of which such shares may be entitled to
vote, and including any and all restrictions or eliminations entirely of the
right of such shares to vote;

(iii) the rate of dividend, if any, and the extent of further participation in
dividend distributions, if any, and whether dividends shall be cumulative or
non-cumulative;

(iv) whether or not such series shall be redeemable, and if so, the terms and
conditions upon which shares of such series shall be redeemable;

(v) the extent, if any, to which such series shall have the benefit of any
sinking fund provision for the redemption or purchase or shares;


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(vi) the rights, if any, of such series, in the event of dissolution of the
Corporation, or upon any distribution of the assets of the Corporation;

(vii) whether or not the shares of such series shall be convertible, and if so,
the terms and conditions of which shares of such series shall be convertible;
and

(viii) such other powers, designations, preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereon as to the extent permitted by law.

(b) Except as otherwise provided by law, the board of directors shall have full
authority to issue at any time and from time to time shares of Common Stock or
shares of Preferred Stock in any manner and amount and for such consideration as
it in its absolute discretion shall determine.

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

        Frederick J. McConville, Esquire
        Akin, Gump, Strauss, Hauer & Feld
        Suite 400
        1333 New Hampshire Avenue, N.W.
        Washington, D.C. 20036

SIXTH: Except as otherwise provided in the by-laws of the Corporation, the board
of directors is expressly authorized to make, alter, amend or repeal the by-laws
of the Corporation.

SEVENTH: Elections of directors need not be by written ballot unless the by-laws
of the Corporation shall so provide.

EIGHTH: The Corporation shall, to the full extent permitted to Section 145 of
the General Corporation Law of the State of Delaware, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH: To the fullest extent permitted by Delaware statutory or decisional law,
as the same exists nor or may hereafter be amended or interpreted, no director
of this Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
This Article NINTH does not affect the availability of equitable remedies for
breach of fiduciary duties. Neither any amendment or repeal of this Article
NINTH, nor the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article NINTH, shall eliminate or reduce the effect of
this Article NINTH in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article NINTH, would accrue or arise, prior to
such amendment, repeal or adoption of an inconsistent provision.

TENTH: Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof, or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code, or on the application of trustees
in dissolution or of any receiver or receivers appointed for this Corporation
under the provisions of Section 279 of Title 8 of the Delaware Code, order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned in
such manner as the court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of a
stockholder or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders of this Corporation, as the case may be, and also on this
Corporation.

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ELEVENTH: The Corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.

TWELFTH: Appraisal rights under Section 262 of the Delaware General Corporation
Law, as the same exists now or may hereafter be amended, shall be available for
shares of any class or series of the capital stock of the Corporation as a
result of: (i) any merger or consolidation in which the Corporation is a
constituent corporation; or (ii) the sale of all or substantially all of the
assets of the Corporation.


                              CERTIFICATE OF MERGER
                                       of
                          COMTREX SYSTEMS CORPORATION,
                            a New Jersey corporation
                                      into
                          COMTREX SYSTEMS CORPORATION,
                             a Delaware corporation

                            (filed February 1, 1989)

Pursuant to the provisions of Section 252 of the Delaware General Corporation
Law, the undersigned corporations, COMTREX SYSTEMS CORPORATION, a Delaware
corporation ("Comtrex (Del)"), and COMTREX SYSTEMS CORPORATION, a New Jersey
corporation ("Comtrex (NJ)"), adopt the following Certificate of Merger for the
purpose of merging Comtrex (NJ) into Comtrex (Del), as a result of which Comtrex
(Del) will be the surviving corporation.

   SURVIVING CORPORATION
1. The name of the surviving corporation shall be COMTREX SYSTEMS CORPORATION.

   ADOPTION OF PLAN
2. The Plan of Merger, setting forth the terms and conditions of the merger of
Comtrex (NJ) into Comtrex (Del), has been approved, adopted, certified, executed
and acknowledged by each of the undersigned corporations in accordance with
Section 252 of the Delaware General Corporation Law

3. There were 2,094,522 shares of common stock, each of no par value, of Comtrex
(NJ) issued and outstanding that were entitled to vote on the Plan of Merger.
866,104 shares were voted in favor of the Plan of Merger and 8,600 were voted
against the Plan of Merger, at an annual meeting of the shareholders of Comtrex
(NJ) held on November 28, 1988.

4. There were no shares of common stock, each of $.001 par value, of Comtrex
(Del) issued and outstanding that were entitled to vote on the Plan of Merger.
Therefore, pursuant to Section 251(f) of the Delaware General Corporation Law,
the Plan of Merger was adopted by action of the Board of Directors of Comtrex
(Del) without any vote of stockholders.

5. The executed Plan of Merger is on file at the principal place of business of
Comtrex (Del) located at 109 Gaither Drive, Mount Laurel, New Jersey 08054.

6. A copy of the Plan of Merger will be furnished by Comtrex (Del) on request,
without cost, to any stockholder of either Comtrex (NJ) or Comtrex (Del).

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   CERTIFICATE OF INCORPORATION
7. The Certificate of Incorporation of Comtrex (Del) shall be the Certificate of
Incorporation of the surviving corporation.

   AUTHORIZED CAPITAL STOCK
8. Comtrex (NJ) has the authority to issue five million (5,000,000) shares of
common stock, with no par value per share.

   EFFECTIVE DATE
9. The Plan of Merger shall be effective upon the filing of a Certificate of
Merger with the Secretary of State of New Jersey and with the Secretary of State
of Delaware.



IN WITNESS WHEREOF, each of the undersigned corporations has caused this
Certificate to be signed and sealed this 30th day of January, 1989.

Attest:
                                             COMTREX SYSTEMS CORPORATION,
                                             a New Jersey corporation


By: /s/ Richard A . Duda                     By: /s/ Anthony S. Maladra
    --------------------------------             -------------------------------
    Richard A. Duda, Secretary                   Anthony S. Maladra, President


Attest:
                                             COMTREX SYSTEMS CORPORATION,
                                             a Delaware corporation
                                             (the surviving corporation)


By: /s/ Richard A. Duda                      By: /s/ Anthony S. Maladra
    --------------------------------             -------------------------------
    Richard A. Duda, Secretary                   Anthony S. Maladra, President