Exhibit 3.10

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION

                                       OF

                                    ZMP, INC.

                                        I
          The name of this corporation is ZMP, Inc.

                                       II
          The nature of the business of this corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of California other than the banking
business, the trust company business or the practice of a profession permitted
to be incorporated by the California Corporations Code.

                                       III
          The total number of shares of shares of stock which this corporation
shall have the authority to issue is one thousand (1,000) shares of Common
Stock, par value $.01 per share.

                                       IV
          The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for the
purpose of creating, defining, limiting and regulating the powers of the
Corporation and its directors and stockholders:

     (a) The number of directors of the Corporation shall be fixed and may be
     altered from time to time in the manner provided in the By-Laws and
     vacancies in the Board of Directors and newly created directorships
     resulting from any increase in the authorized number of directors may be
     filled, and directors may be removed, as provided in the By-Laws.

     (b) The election of directors may be conducted in any manner approved by
     the stockholders at the time when the election is held and need not be by
     ballot.

     (c) All corporate powers and authority of the Corporation (except as at the
     time otherwise provided by law, by these Articles of Incorporation or by
     the By-laws) shall be vested in and exercised by the Board of Directors.



     (d) The Board of Directors shall have the power without the assent or vote
     of the stockholders to adopt amend alter or repeal the By-Laws of the
     Corporation, except to the extent that the By-Laws or these Articles of
     Incorporation otherwise provide, or unless otherwise provided by law.

                                       V
          The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

                                       VI
          The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the General Corporation Law of the State of
California) through bylaw provisions, agreements with agents, vote of
shareholders or disinterested directors, or otherwise, in excess of the
indemnification otherwise permitted in Section 317 of the General Corporation
Law of the State of California, subject only to the applicable limits set forth
in Section 204 of the General Corporation Law of the State of California with
respect to actions for breach of duty to the Corporation and its shareholders.

                                      VII
          The Corporation reserves the right to amend or repeal any provision
contained in these Articles of Incorporation in the manner now or hereafter
prescribed by the laws of the State of California, and all rights herein
conferred upon stockholders or directors are granted subject to this
reservation.