<PAGE>

                                                                     Exhibit 3.2

                       CERTIFICATE OF AGREEMENT OF MERGER

                                       OF

                  INSTRUMENT TECHNOLOGY CORPORATION (DEL.DOM.)

                                     MERGING

                        AEROSONIC CORPORATION (FLA.DOM.)

                                 UNDER NAME OF

                  INSTRUMENT TECHNOLOGY CORPORATION (DEL.DOM.)

                                     6969-6

                                     FILED

                               JAN 12 1970 8:30 AM

<PAGE>

                              AGREEMENT OF MERGER

     Agreement of Merger, dated this 9 day of January, 1970, pursuant to
Section 252 of the General Corporation law of the State of Delaware, between
Instrument Technology Corporation, a Delaware corporation, hereinafter called
ITC, and Aerosonic Corporation, a Florida corporation, hereinafter called
Aerosonic,

     WITNESSETH that:

     Whereas, all of the constituent corporations desire to merge into a single
corporation; and

     Whereas, said ITC by its Certificate of Incorporation which was filed in
the office of the Secretary of State of Delaware on December 26, 1968, and
recorded in the office of the Recorder of Deeds for the County of New Castle, on
December 26, 1968, and by the Certificate of Amendment which was so filed and
recorded on February 6, 1969, has an authorized capital stock consisting of Two
Million Four Hundred Thousand (2,400,000) shares, divided into Four Hundred
Thousand (400,000) shares of non-voting preferred class A stock of the par value
of One Dollar ($1.00) each amounting in the aggregate to Four Hundred Thousand
Dollars ($400,000) and Two Million (2,000,000) shares of common stock of the par
value of Ten Cents ($0.10) each amounting in the aggregate to Two Hundred
Thousand Dollars ($200,000) of which stock Two Hundred Thousand (200,000) shares
of such preferred stock and One Million Four Hundred Seventy-eight Thousand
(1,478,000) shares

<PAGE>

of such common stock are now issued and outstanding and such shares shall remain
issued and outstanding; and

     Whereas, said Aerosonic, a corporation organized under the laws of the
State of Florida by its Certificate of Incorporation which was filed in the
office of the Secretary of State of Florida, on August 14, 1957, has an
authorized capital stock consisting of One Million (1,000,000) shares of the par
value of Ten Cents ($.10) each, all of one class, amounting in the aggregate to
One Hundred Thousand Dollars ($100,000) of which stock Six Hundred Eighty-four
Thousand Two Hundred (684,200) shares are now issued and outstanding; and

     Whereas, the registered office of said ITC in the State of Delaware is
located at One Hundred West Tenth Street in the City of Wilmington, County of
New Castle, and the name of its registered agent at such address is the
Corporation Trust Company; and the registered office of Aerosonic in the State
of Florida is located at 1212 North Hercules Road in the City of Clearwater,
County of Pinellas, and the name of its registered agent is Herbert J. Frank,
1212 North Hercules Road, Clearwater, County of Pinellas,

     Now, therefore, the corporations, parties to this Agreement in
consideration of the mutual covenants, agreements and provisions hereinafter
contained do hereby prescribe the terms and conditions of said merger and mode
of carrying the same into effect as follows:

     First: ITC hereby merges into itself Aerosonic, which shall be the merged
corporation, and said Aerosonic shall be and hereby is

                                      -2-

<PAGE>

merged into ITC, which shall be the surviving corporation.

     Second: The Restated Certificate of Incorporation of ITC authorizing ITC to
issue Four Million (4,000,000) shares of Common Stock of the par value of Ten
Cents ($.10) is stated in its entirety and attached hereto as Exhibit A, and all
the terms and provisions thereof are hereby incorporated in this Agreement and
made a part hereof with the same force and effect as if herein set forth in
full; and, from and after the effective date of the merger and until further
amended as provided by law Exhibit A, separate and apart from this Agreement of
Merger shall be, and may be separately certified as, the Restated Certificate of
Incorporation of the surviving corporation.

     Third: Each share of common stock of the merged corporation which shall be
outstanding on the effective date of this Agreement, and all rights in respect
thereof shall forthwith be changed and converted into the greater of (i) 1 1/2
shares of Common Stock of ITC, or (ii) the number of shares of ITC which will be
equivalent to a market value of at least $12.00 for each share of Aerosonic
Common Stock exchanged in the merger (market value being defined as the mean
between the bid and asked prices of the Common Stock of ITC as reported by the
National Quotation Bureau, Inc., at the close of business on the day immediately
preceding the Special Meeting of Aerosonic Shareholders to be held on January 9,
1970).

     Fourth: The terms and conditions of the merger are as follows:

                                       -3-

<PAGE>

          (a) The bylaws of the surviving corporation as they shall exist on the
     effective date of this Agreement shall be and remain the bylaws of the
     surviving corporation until the same shall be altered, amended or replaced
     as therein provided.

          (b) The directors and officers of the surviving corporation shall
     continue in office until the next annual meeting of stockholders and until
     their successors shall have been elected and qualified.

          (c) This merger shall become effective upon filing and recording this
     instrument according to the laws of Delaware.

          (d) Upon the merger becoming effective, all the property, rights,
     privileges, franchises, patents, trademarks, licenses, registrations and
     other assets of every kind and description of the merged corporation shall
     be transferred to, vested in and devolve upon the surviving corporation
     without further act or deed. and all property, rights, and every other
     interest of the surviving corporation and the merged corporation shall be
     as effectively the property of the surviving corporation as they were of
     the surviving corporation and the merged corporation respectively. The
     merged corporation hereby agrees from time to time, as and when requested
     by the surviving corporation or by its successors or assigns, to execute
     and deliver or cause to be executed and delivered all such deeds and
     instruments and to take or cause to be taken such further or other action
     as the surviving corporation

                                       -4-

<PAGE>

     may deem necessary or desirable in order to vest in and confirm to the
     surviving corporation title to and possession of any property of the merged
     corporation acquired or to be acquired by reason of or as a result of the
     merger herein provided for and otherwise to carry out the intent and
     purposes hereof and the proper officers and directors of the merged
     corporation and the proper officers and directors of the surviving
     corporation are fully authorized in the name of the merged corporation or
     otherwise to take any and all such action.

     Fifth: Anything herein or elsewhere to the contrary notwithstanding, this
Agreement may be terminated and abandoned by the board of directors of any
constituent corporation at any time prior to the date of filing and recording
this instrument according to the laws of Delaware.

     Sixth: The manner of converting shares of Aerosonic into shares of ITC
shall be as follows:

          (a) The shares of Preferred Stock and Common Stock of ITC whether
     authorized or issued on the effective date of the merger, shall not be
     converted or exchanged as a result of the merger, but upon said date, all
     shares of Preferred Stock and Common Stock of ITC, theretofore authorized
     (whether issued or unissued) shall be and be deemed to be shares of
     Preferred Stock and Common Stock, respectively, of the surviving
     corporation, and all such shares of stock of ITC outstanding on the
     effective date of the merger shall remain outstanding, shall be deemed
     fully paid and nonassessable and shall retain all rights to accrued and
     unpaid dividends, if any. There shall be no changes or modifications

                                       -5-

<PAGE>

     of the preferences and rights of, or in the provisions of the Certificate
     of Incorporation relating or pertaining to, the Preferred Stock of ITC.

          (b) After the effective date of the merger and until surrendered for
     exchange, each certificate representing shares of Common Stock of Aerosonic
     shall be deemed to evidence the number of shares of the Stock of ITC which
     the holder of an Aerosonic share certificate would be entitled to receive
     upon surrender thereof for exchange as provided herein. In the event that
     any of such stock shall remain unexchanged at the time for payment of any
     dividends declared on shares of ITC's stock issued hereunder, then in such
     event payment of dividends on unexchanged stock shall be withheld by ITC
     until the stock is exchanged and shall then be paid over to the person
     exchanging such stock, without interest.

          (c) The stock transfer books of Aerosonic shall be closed at the close
     of business on the effective date of the merger, and the holders of record
     as of that date shall be the stockholders who are entitled to exchange and
     convert their shares into shares of ITC as herein provided. Except as
     hereinafter provided, no transfers or assignments of any of the shares of
     the stock of Aerosonic will take place after said date until the stock is
     exchanged for that of ITC. In the event of a transfer of ownership of such
     stock not recorded on the books of Aerosonic, the

                                      -6-

<PAGE>

     ITC stock may be issued to the transferee if the certificate is accompanied
     by all documents required to evidence and effect such transfer and by the
     applicable stock transfer taxes.

          (d) Neither certificates for fractional shares of ITC Common Stock nor
     scrip certificates will be issued to the holders of Common Stock of
     Aerosonic, and no dividend declared by the Board of Directors of the
     surviving corporation will be payable with respect to any such fractional
     interest. Arrangements will be made so that for 60 days after the effective
     date of the merger, any such holder may, through a bank or trust company
     (the "exchange agent") acting as agent of such holder, give orders to
     purchase any additional fractional share interest required to make up a
     whole share or sell any fractional share interest to which he is entitled.
     If any person shall surrender two or more certificates for exchange, the
     shares to be issued in exchange therefor shall be added, and the privilege
     of purchase or sale, which is intended to be in lieu of the issuance of a
     fraction of a share, shall apply only if such addition shall result in a
     right to acquire or to sell a fractional share. As soon as practicable
     after the expiration of such period, all shares of ITC Common Stock held to
     cover fractional share interests, for which buy or sell instructions have
     not been received or executed, will be sold for the account of the holders
     of such fractional share interests, and the proceeds of sale, net of
     expenses, will be delivered to each such

                                       -7-

<PAGE>

     holder upon surrender of his Aerosonic stock certificate at any time within
     6 years after the effective date of the merger. Upon the expiration of such
     6-year period, the exchange agent will deliver to ITC all unclaimed
     proceeds of sale of such fractional share interests, and no former
     Aerosonic stockholder will have any rights therein.

          (e) All shares of Common Stock of ITC for which shares of Common Stock
     of Aerosonic are exchanged, as above provided shall be fully-paid and
     nonassessable.

     IN WITNESS WHEREOF, the parties to this agreement, pursuant to the approval
     and authority duly given by resolutions adopted by their respective boards
     of directors have caused these presents to be executed by the Vice
     President and attested by the Secretary of ITC, and the President and
     Secretary of Aerosonic and the respective corporate seals affixed.

                                         INSTRUMENT TECHNOLOGY CORPORATION

(Corporate Seal)


ATTEST:                                  By /s/ Kenneth Foulk
                                            ------------------------------------
                                            Vice President and Director


By /s/ Laurence Friedman                 /s/ A.L. Benmayor
   -----------------------------------   ---------------------------------------
   Secretary                                         Director


                                         /s/ Herbert Frank
                                         ---------------------------------------
                                                     Director


                                         /s/ Sol Kotz
                                         ---------------------------------------
                                                     Director

                                         Majority of Board of Directors
                                         (4 of 4 members)


(Corporate Seal)                         AEROSONIC CORPORATION


ATTEST:                                  By /s/ Herbert Frank
                                            ------------------------------------
                                            President and Director


By /s/ A.L. Benmayor                     /s/ A.L. Benmayor
   -----------------------------------   ---------------------------------------
   Secretary                                         Director


                                         /s/ Laurence Friedman
                                         ---------------------------------------
                                                     Director


                                         /s/ Kenneth Foulk
                                         ---------------------------------------
                                                     Director


                                         /s/ Director
                                         ---------------------------------------
                                                     Director


                                         /s/ Director
                                         ---------------------------------------
                                                     Director


                                         /s/ Ann Doss
                                         ---------------------------------------
                                                     Director


                                         /s/ Sol Kotz
                                         ---------------------------------------
                                                     Director

                                         Majority of Board of Directors
                                         (8 of 9 members)

                                      -8-

<PAGE>

     I, LAURENCE FRIEDMAN, Secretary of Instrument Technology Corporation, a
corporation organised and existing under the laws of the State of Delaware,
hereby certify, as such secretary and under the seal of said corporation, that
the Agreement of Merger to which this certificate is attached, after having been
first duly signed on behalf of the said corporation and having been signed on
behalf of Aerosonic Corporation, a corporation of the State of Florida, was duly
submitted to the stockholders of said Instrument Technology Corporation at a
special meeting of said stockholders called and held separately from the meeting
of stockholders of any other corporation after at least 20 days' notice by mail
as provided by section 252 and section 251 of Title 8 of the Delaware Code of
1953 on the 9th day of January, 1970, for the purpose of considering and
taking action upon the proposed Agreement of Merger; that 1,478,000 shares of
common stock and 200,000 shares of preferred stock of said corporation were on
said date issued and outstanding having voting power; that the proposed
Agreement of Merger was approved by the stockholders by an affirmative vote
representing at least a majority of both classes of the outstanding stock of
said corporation entitled to vote thereon as a class and that thereby the
Agreement of Merger was at said meeting duly adopted as the act of the
stockholders of said Instrument Technology Corporation and the duly adopted
agreement of said corporation.

     WITNESS my hand and the seal of said Instrument Technology Corporation on
the 9th day of January, 1970.


                                                   /s/ Laurence Friedman
                                                   -----------------------------
                                                              Secretary

(Corporate Seal)

                                      -9-

<PAGE>

     I, A. L. BENMAYOR, Secretary of Aerosonic Corporation, a corporation of the
State of Florida, DO HEREBY CERTIFY, in accordance with the provisions of the
Florida Statutes, that the foregoing Agreement of Merger of Instrument
Technology Corporation and Aerosonic Corporation, was submitted to the
stockholders of said Aerosonic Corporation, at a meeting thereof called
separately from any meeting of the stockholders of said Instrument Technology
Corporation for the purpose of taking the same into consideration, and duly held
in accordance with the provisions of the Florida Statutes, and that at said
meeting said Agreement of Merger was, considered and a vote by ballot, in person
or by proxy, was taken for the adoption or rejection of the same, and the votes
of the stockholders of said Aerosonic Corporation, entitling them to exercise at
least a majority of the voting power on a proposal to merge said corporation
with another were for the adoption of said Agreement.

     IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of
said Aerosonic Corporation, this 9th day of January, 1970.


                                                      /s/ A. L. Benmayor
                                              ----------------------------------
                                                           Secretary

                                              AEROSONIC CORPORATION

(Corporate Seal)

                                      -10-

<PAGE>

     THE ABOVE AGREEMENT of MERGER, having been executed on behalf of each
corporate party thereto, and having been adopted separately by each corporate
party thereto, in accordance with the provisions of the General Corporation Law
of the State of Delaware, and Ch. 608 of the Revised Statutes of the State of
Florida, the Vice-President of Instrument Technology Corporation and the
President of Aerosonic Corporation do now hereby execute the said Agreement of
Merger and the Secretary of each corporate party thereto does now hereby attest
the said Agreement of Merger under the corporate seals of their respective
corporations, by authority of the directors and stockholders thereof, as the
respective act, deed and agreement of each of said corporations, on this 9th day
of January, 1970.

                                         INSTRUMENT TECHNOLOGY CORPORATION


                                              /s/ Kenneth Foulk
                                              ----------------------------------
                                              Vice-President

(Corporate Seal)

ATTEST:


/s/ Laurence Friedman
-------------------------------------
       Secretary


                                         AEROSONIC, CORPORATION


                                              /s/ Herbert Frank
                                              ----------------------------------
                                                President

(Corporate Seal)

ATTEST:


/s/ A. L. Benmayor
-------------------------------------
     Secretary

                                      -11-

<PAGE>

STATE OF FLORIDA   )
                   )  ss:
COUNTY OF PINELLAS )

     BE IT REMEMBERED that on this 9th day of January 1970, personally came
before me, a Notary Public in and for the County and State aforesaid, Kenneth
Foulk, Vice-President of Instrument Technology Corporation, a corporation of the
State of Delaware, and he duly executed said Agreement of Merger before me and
acknowledged the said Agreement of Merger to be his act and deed and the act and
deed of said corporation and the facts stated therein are true; and that the
seal affixed to said Agreement of Merger and attested by the Secretary of said
corporation is the common or corporate seal of said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.


                                                         /s/ Sue Davis
                                                         -----------------------
                                                         Notary Public

(Seal)

STATE OF FLORIDA    )
                    )  ss:
COUNTY OF PINELLAS  )

     BE IT REMEMBERED that on this 9th day of January 1970, personally came
before me, a Notary Public in and for the County and State aforesaid, Herbert J.
Frank, President of Aerosonic Corporation, a corporation of the State of
Florida, and he duly executed said Agreement of Merger before me and
acknowledged

                                      -12-

<PAGE>

the said Agreement of Merger to be his act and deed and the act and deed of
said corporation and the facts stated therein are true; and that the seal
affixed to said Agreement of Merger and attested by the Secretary of said
corporation is the common or corporate seal of said corporation.

     IN WITNESS WHEREOF, I, have hereunto set my hand and seal of office the day
and year aforesaid.


                                                         /s/ Sue Davis
                                                         -----------------------
                                                         Notary Public

                                        NOTARY PUBLIC, STATE OF FLORIDA AT LARGE
                                            MY COMMISION EXPIRES MAY 24, 1971

(Seal)

                                      -13-

<PAGE>

                                    EXHIBIT A

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                        INSTRUMENT TECHNOLOGY CORPORATION

          (The original Certificate of Incorporation was filed with the
              Secretary of State of Delaware on December 26, 1968.)

     First. The name of the corporation is

                        Instrument Technology Corporation

     Second. The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

     Third. The nature of the business or purposes to be conducted or promoted
is:

     To manufacture, produce, assemble, disassemble, fabricate, import, lease,
purchase or otherwise acquire, invest in, own, hold, use, license the use of,
install, handle, maintain, service, repair, recondition, certify for use under
government regulation, sell, pledge, mortgage, exchange, export, import, lease,
assign, dispose of, trade, and deal in and with airplanes, aircraft parts and
equipment, navigation, electronic, electrical, electro-mechanical,
telecommunication, communication, microwave telephone, radio, sonar, and radar
and television devices, equipment, components, supplies, parts, apparatus,
appliances, tools and machinery.

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts and other securities,
obligations, choses in action and evidences of indebtedness or interest issued
or created by any corporations, joint stock companies, syndicates, associations,
firms, trusts or persons public or private, or by the government of the United
States of America or by any foreign government, or by any state, territory,
province, municipality or other political subdivision or by any governmental
agency, and as owner thereof to possess and exercise all the rights, powers and
privileges

<PAGE>

of ownership, including the right to execute consents and vote thereon, and to
do any and all acts and things necessary or advisable for the preservation,
protection, and improvement of the value thereof.

     To borrow or raise moneys for any of the purposes of the corporation from
time to time without limit as to amount, to draw, make, accept, endorse, execute
and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise,
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

     In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this certificate of incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convinient to the conduct,
promotion or attainment of the business or purposes of the corporation.

     The business and purposes specified in the foregoing clauses shall, except
where otherwise expressed, be in nowise limited or restricted by reference to,
or inference from, the terms of any other clause in this certificate of
incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.

     Fourth. This corporation shall have authority to issue two classes of
capital stock, as follows:

          (a) Four Hundred Thousand (400,000) shares of Class A non-voting
     Preferred with a par value of each of such shares of ONE ($1.00) DOLLAR,
     amounting in the aggregate to Four Hundred Thousand ($400,000) Dollars. To
     the extent available from retained earnings, each share shall receive
     semi-annually on the first day of February and the first day of August of
     each year a dividend of Six Cents ($.06) per share. All unpaid dividends
     shall be cumulative and paid as retained earnings become available. No
     dividend on Common Stock may be paid until all cumulative Preferred
     dividends are fully paid. Each Class A share shall participate equally with
     each Common share, in the receipt of dividends declared by the Corporation
     in its capital stock, in securities other than its own stock, and in
     property other than cash. The value of such dividend shall be credited
     against all cumulative unpaid dividends. For this purpose value is hereby
     defined to be fair market value to the extent it can be ascertained at the
     dividend declaration date, or, if not ascertainable, the book value thereof
     at the declaration date.

          The corporation shall not be consolidated nor merged into any other
     company nor shall all or substantially all of its property be sold as an
     entirety, without an affirmative vote of a majority of the Class A
     Preferred shares.

          Upon liquidation of the Corporation, in preference to any
     distribution on Common Stock, each share of Preferred stock shall be
     entitled to Two ($2.00) Dollars per share and all accumulated unpaid
     dividends. After March 1, 1974, any share of Class A Preferred Stock is
     redeemable by the Corporation at a price of Three ($3.00) Dollars per
     share, upon the giving of not less than thirty (30) days' notice prior to
     the date fixed for redemption,

                                       2

<PAGE>

     registered mail, return receipt requested, provided that the holder of any
     Preferred share may convert to Common Stock at any time prior to the
     expiration of such thirty (30) days' notice.

          (b) Four Million (4,000,000) shares of Common Stock, and the par value
     of each of such shares is Ten Cents ($0.10) amounting in the aggregate to
     Four Hundred Thousand ($400,000) Dollars.

     Fifth. The corporation is to have perpetual existance.

     Sixth. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     By a majority of the whole board, to designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution or in
the by-laws of the corporation, 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 athorize the seal of the corporation to be affixed to all
papers which may require it; provided, however, the by-laws may provide that in
the absence or disqualification of any member of such committee or committees,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

     When and as authorized by the affirmative vote of the holders of a majority
of the stock issued and outstanding having voting power given at a stockholders'
meeting duly called upon such notice as is required by statute, or when
authorized by the written consent of the holders of a majority of the voting
stock issued and outstanding, to sell, lease or exchange all or substantially
all of the property and assets of the corporation, including its good will and
its corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.

     Seventh. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware 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 said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders

                                       3

<PAGE>

     or class (***) 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 arrangements, the said compromise or
arrangement and the said reorganiaztion shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or
class of creditors and/or on all the stockholders or class of stockholders, of
this corporation, as the case may be, and also on this corporation.

     Eighth. Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.

     Ninth. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     The Undersigned, being the Vice-President of Instrument Technology
Corporation, does hereby make this certificate, hereby declaring that the
foregoing Restated Certificate of Incorporation of Instrument Technology
Corporation was duly adopted by the stockholders of Instrument Technology
Corporation in accordance with the provisions of section 245 of Title 8 of the
Delaware Code of 1953, as amended, on the 9th day of January 1970 that this is
my act and deed and the act and deed of the corporation, that the facts herein
stated are true, and accordingly I have hereunto set my hand this 9th day of
January 1970


                                          KENNETH FOULK
                                          --------------------------------------
                                          Kenneth Foulk
                                          Vice-President
                                          Instrument Technology Corporation

INSTRUMENT TECHNOLOGY
   (Corporate Seal)
      DELAWARE

      Attest:


LAURENCE FRIEDMAN
---------------------
    Secretary

<PAGE>

State of Florida     )
                     )  ss:
County of Pinellas   )

     Be it Remembered that on this 9th day of January, 1970, personally came
before me, a Notary Public in and for the County and State aforesaid, Kenneth
Foulk, Vice-President of Instrument Technology Corporation, a corporation of the
State of Delaware, and be duly executed the foregoing Restated Certificate of
Incorporation of Instrument Technology Corporation and acknowledged the said
Restated Certificate of Incorporation to be his act and deed and the act and
deed of said corporation and the facts stated therein are true; and that the
seal affixed to said Restated Certificate of Incorporation by the Secretary of
said corporation is the common or corporate seal of said corporation.

     In Witness Whereof I have hereunto set my hand and seal of office the day
and year aforesaid.


                                                              SUE DAVIS
                                                        ------------------------
                                                              Notary Public

SUE DAVIS
NOTARY PUBLIC
STATE OF FLORIDA AT LARGE