ARXX

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.
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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
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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;
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(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,
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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
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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
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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,
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:

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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
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

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;
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(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
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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

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
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

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

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.]
----------------------


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