EXHIBIT 1

                Amendment to the Certificate of Incorporation of
                    Advanced Aerodynamics & Structures, Inc.

     The Certificate of Incorporation of Advanced Aerodynamics & Structures,
Inc. is amended by changing Article 4 thereof so that, as amended, said Article
shall read in its entirety as follows:


     "4. The total number of shares of stock which the corporation shall have
     authority to issue is 648,000,000 consisting of 625,000,000 shares of Class
     A Common Stock, par value $0.0001 per share (the "Class A Common Stock"),
     10,000,000 shares of Class B Common Stock, par value $0.0001 per share (the
     "Class B Common Stock"), 4,000,000 shares of Class E-1 Common Stock, par
     value $0.0001 per share (the "Class E-1 Common Stock"), 4,000,000 shares of
     Class E-2 Common Stock, par value $0.0001 per share (the "Class E-2 Common
     Stock," and, with the Class E-1 Common Stock, the "Class E Common Stock"),
     and 5,000,000 shares of Preferred Stock, par value $0.0001 per share (the
     "Preferred Stock")."