FLIGHT REFUELING, INC.

                               A CLOSE CORPORATION

                             ARTICLES OF INCORPORATION

     THIS IS TO CERTIFY: That I, the undersigned, Richard L. Scott, whose 
post office address is 103 Talloway Court, Sykesville, Carroll County, 
Maryland 21784, being at least eighteen (18) years of age do hereby form a 
corporation under the general laws of the State of Maryland.

     FIRST: That the name of the Corporation (which is hereafter called the 
"Corporation" is: FLIGHT REFUELING, INC.

     SECOND: The Corporation shall be a close corporation as authorized by 
the Annotated Code of Maryland, Corporations and Associations, and shall 
exist as same until such time as the stockholders by unanimous consent shall 
file Articles of Amendment to change such status.

     THIRD: The purposes for which the Corporation is formed are as follows:

     (a) To carry on research and development and provide consulting services 
for aircraft and affiliated industries and government contracts; to develop 
and hold workshops, develop and write guidelines, and provide Management 
services.

     (b) To provide maintenance and construction services for aircraft and 
affiliated industries, and government agencies.

     (c) To do everything necessary, proper, advisable or convenient for the 
accomplishment of the foregoing purposes, and to do all other things 
incidental or connected with them which are not forbidden by governing law or 
by the Annotated Code of Maryland, Corporations and Associations.

     FOURTH: The post office address of the principal office of the 
Corporation in Maryland is 7190-8 Oakland Mills Road, Howard County, Maryland 
21046. The name and post office address of the resident agent of the 
Corporation in Maryland is Richard L. Scott, 103 Talloway Court, Carroll 
County, Maryland 21784. Said Resident Agent is an adult citizen of Maryland 
and actually resides therein.


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     FIFTH: The total number of shares of stock which the Corporation has 
authority to issue is 10,000 shares of the par value of $1.00 per share, all 
of one class and having an aggregate par value of Ten Thousand Dollars 
($10,000).

     SIXTH: The number of directors of the Corporation shall be one (1), 
which number may be increased or decreased pursuant to the by-laws of the 
Corporation, but shall never be less than one. The name of the director who 
shall act until the first annual meeting or until his successor is duly 
chosen and qualified is:

                             Richard L. Scott

     SEVENTH: The duration of the Corporation shall be perpetual. 

     IN WITNESS WHEREOF, I have signed these Articles of Incorporation this 
27th day of February, 1978, and acknowledge the same to be my act.


WITNESS:


/s/ Kay P. Abernethy                   /s/ Richard L. Scott
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Kay P. Abernethy                       Richard L. Scott


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                              FLIGHT REFUELING, INC.


approved and received for record be the State Department of Assessments and 
Taxation of Maryland March 9, 1978, at 8:30 o'clock A.M. as in conformity 
with law and ordered recorded: 3

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     Recorded in Liber 2409, folio 000627, one of the Charter Records of the 
State Department of Assessments and Taxation of Maryland.

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Bonus tax paid $20.00   Recording fee paid $15.00     Special Fee paid $
                                                                         -----

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To the clerk of the Circuit Court of Howard County

     IT IS HEREBY CERTIFIED, that the within instrument, together with all 
indorsements thereon, has been received, approved and recorded by the State 
Department of Assessments and Taxation of Maryland.


     AS WITNESS my hand and seal of the said Department at Baltimore.


                                             /s/ William J. Simmons
                                             -----------------------------
                                             William J. Simmons



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