APCOM, INC.

               FURTHER ARTICLES OF AMENDMENT BY INTERLINEATION OF

                      ARTICLES OF AMENDMENT AND RESTATEMENT

         The Articles of Amendment and Restatement dated May 4, 1984, are
further amended by interlineation as follows:

         The language of Paragraph "FIFTH" on page six (6) is deleted and
replaced in its entirety by, "FIFTH: The total amount of authorized capital
stock of the corporation is Twenty Million (20,000,000) shares of common stock,
with $0.01 par value." The total amount of authorized capital stock was Two
Million (2,000,000) shares of common stock with $0.01 par value as of
immediately before the amendment.

         IN WITNESS WHEREOF, APCOM, INC., has caused these presents to be signed
in its name and on its behalf by its President and its corporate seal to be
hereunder affixed and attested by its Secretary on this 29th day of September,
1995, and its President acknowledges that these Articles of Amendment are the
act and deed of APCOM, INC. These Amendments have been duly authorized by the
Board of Directors and stockholders of the corporation.

ATTEST:                                   APCOM, INC.



By:   /s/ Susan Basque                    By:    /s/ Gary W. Gallupe
    ------------------------------             --------------------------------
     Susan Basque, Secretary                   Gary W. Gallupe, President

         [CORPORATE SEAL]






                                   APCOM, INC.

                     ARTICLES OF AMENDMENT BY INTERLINEATION

                    OF ARTICLES OF AMENDMENT AND RESTATEMENT

         The Articles of Amendment and Restatement amended by interlineation as
follows:

         On line 2 of page one (1), the principal office of the Corporation is
changed to "8-4 Metropolitan Court, Gaithersburg, Maryland 20878."

         In Paragraph "THIRD", on page six (6) the language "627 Lofstrand Lane,
Rockville, Maryland 20850" is deleted and the language "8-4 Metropolitan Court,
Gaithersburg, Maryland 20878" is substituted in its place.

         In Paragraph "SIXTH" subparagraph 9 on pages eleven (11) and twelve
(12), the language "ninety percent (90%) of the shares of voting stock at the
time issued and outstanding (not less than eighty percent (80%) of the shares of
voting stock at the time issued and outstanding in the event and after Microdyne
Corporation excises a stock option pursuant to Section I E of a Shareholder
Agreement of contemporaneous date)" is hereby deleted and the language "sixty
percent (60%) of the shares of voting stock at the time issued and outstanding",
is substituted in its place.

         In Paragraph "SIXTH" subparagraph 10 on page twelve (12) the language,
"ninety percent (90%) of the shares of voting stock at the time issued and
outstanding (not less than eighty percent (80%) of the shares of voting stock at
the time issued and outstanding in the event and after Microdyne Corporation
exercises a stock option pursuant to Section I E of a Shareholder Agreement of
contemporaneous date)" is hereby deleted and the language "sixty percent (60%)
of the shares of voting stock at the time issued and outstanding", is
substituted in its place.





         IN WITNESS WHEREOF, APCOM, INC., has caused these presents to be signed
in its name and on its behalf by its President and its corporate seal to be
hereunder affixed and attested by its Secretary on this 20th day of May, 1992,
and its President acknowledges that these Articles of Amendment are the act and
deed of APCOM, INC.

ATTEST:                                       APCOM, INC.



By:   /s/ Susan Basque                        By:   /s/ Gary W. Gallupe
    --------------------------------              ------------------------------
     Susan Basque, Secretary                       Gary W. Gallupe, President

         [CORPORATE SEAL]



         I, Susan Jutila, Corporate Secretary, hereby certify this 30th day of
July, 1992, that the foregoing Articles of Amendment by Interlineation of
Articles of Amendment and Restatement were advised by the board of directors and
unanimously approved by the stockholders. These Articles do not increase the
authorized stock of the corporation.


                                      APCOM, INC.



                                      By:  /s/ Susan Jutila              [SEAL]
                                          -------------------------------
                                           Susan Jutila, Secretary










                                   APCOM, INC.

                     ARTICLES OF AMENDMENT BY INTERLINEATION

                    OF ARTICLES OF AMENDMENT AND RESTATEMENT

         The Articles of Amendment and Restatement amended by interlineation as
follows:

         In Paragraph "THIRD", on page six (6) the language "627 Lofstrand Lane,
Rockville, Maryland 20850" is deleted and the language "8-4 Metropolitan Court,
Gaithersburg, Maryland 20878" is substituted in its place.

          In Paragraph "SIXTH" subparagraph 9 on pages eleven (11) and twelve
(12), the language, "ninety percent (90%) of the shares of voting stock at the
time issued and outstanding (not less than eighty percent (80%) of the shares of
voting stock at the time issued and outstanding in the event and after Microdyne
Corporation exercises a stock option pursuant to Section I E of a Shareholder
Agreement of contemporaneous date)" is hereby deleted and the language
"seventy-five percent (75%) of the shares of voting stock at the time issued and
outstanding", is substituted in its place.

         In Paragraph "SIXTH" subparagraph 10 on page twelve (12) the language,
"ninety percent (90%) of the shares of voting stock at the time issued and
outstanding (not less than eighty percent (80%) of the shares of voting stock at
the time issued and outstanding in the event and after Microdyne Corporation
exercises a stock option pursuant to Section I E of a Shareholder Agreement of
contemporaneous date)" is hereby deleted and the language "seventy-five percent
(75%) of the shares of voting stock at the time issued and outstanding", is
substituted in its place.





         IN WITNESS WHEREOF, APCOM, INC., has caused these presents to be signed
in its name and on its behalf by its President and its corporate seal to be
hereunder affixed and attested by its Secretary on this 13th day of September,
1991, and its President acknowledges that these Articles of Amendment are the
act and deed of APCOM, INC.

ATTEST:                                      APCOM, INC.



By:   /s/ Susan Basque                       By:   /s/ Gary W. Gallupe
    -------------------------------              -------------------------------
     Susan Basque, Secretary                      Gary W. Gallupe, President

         [CORPORATE SEAL]

         The preceding Articles of Amendment were advised by the Board of
Directors and approved by the stockholders.


                                      APCOM, INC.



                                      By:  /s/ Susan Jutila              [SEAL]
                                          -------------------------------
                                            Susan Jutila, Secretary