C3 Inc.
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                              ARTICLES OF AMENDMENT


THIS IS TO CERTIFY THAT:

         FIRST:   The  charter  of  C3,  Inc.,  a  Maryland   corporation   (the
"Corporation"),  is hereby  amended by deleting  existing  Article  FIRST in its
entirety and substituting in lieu thereof a new article to read as follows:

                       FIRST: The name of the corporation
                (which is hereafter called the "Corporation") is:

                                Telos Corporation

         SECOND:  The amendment to the charter of the  Corporation  as set forth
above has been  duly  advised  by the Board of  Directors  and  approved  by the
stockholders of the Corporation as required by Law.

         THIRD:  The undersigned Vice President  acknowledges  these Articles of
Amendment to be the  corporate act of the  Corporation  and as to all matters or
facts  required  to be verified  under  oath,  the  undersigned  Vice  President
acknowledges  that to the best of his knowledge,  information and belief,  these
matters and facts are true in all material  respects and that this  statement is
made under the penalties for perjury.

         IN WITNESS  WHEREOF,  the  Corporation  has caused these Articles to be
signed in its name and on its behalf by its Vice  President  and  attested to by
its Secretary on this 13th day of April, 1995.

ATTEST:                            C3, INC.



/s/ Gerald D. Calhoun              By: /s/  William L.P. Brownley      (SEAL)
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Secretary                               Vice President




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