CERTIFICATE OF AGREEMENT OF MERGER



                                       OF



                  INSTRUMENT TECHNOLOGY CORPORATION (DEL.DOM.)



                                     MERGING



                        AEROSONIC CORPORATION (FLA.DOM.)



                                 UNDER NAME OF



                  INSTRUMENT TECHNOLOGY CORPORATION (DEL.DOM.)



                                     6969-6



                                     FILED



                               JAN 12 1970 8:30 AM



{PAGE}



                              AGREEMENT OF MERGER



     Agreement of Merger, dated this 9 day of January, 1970, pursuant to

Section 252 of the General Corporation law of the State of Delaware, between

Instrument Technology Corporation, a Delaware corporation, hereinafter called

ITC, and Aerosonic Corporation, a Florida corporation, hereinafter called

Aerosonic,



     WITNESSETH that:



     Whereas, all of the constituent corporations desire to merge into a single

corporation; and



     Whereas, said ITC by its Certificate of Incorporation which was filed in

the office of the Secretary of State of Delaware on December 26, 1968, and

recorded in the office of the Recorder of Deeds for the County of New Castle, on

December 26, 1968, and by the Certificate of Amendment which was so filed and

recorded on February 6, 1969, has an authorized capital stock consisting of Two

Million Four Hundred Thousand (2,400,000) shares, divided into Four Hundred

Thousand (400,000) shares of non-voting preferred class A stock of the par value

of One Dollar ($1.00) each amounting in the aggregate to Four Hundred Thousand

Dollars ($400,000) and Two Million (2,000,000) shares of common stock of the par

value of Ten Cents ($0.10) each amounting in the aggregate to Two Hundred

Thousand Dollars ($200,000) of which stock Two Hundred Thousand (200,000) shares

of such preferred stock and One Million Four Hundred Seventy-eight Thousand

(1,478,000) shares



{PAGE}



of such common stock are now issued and outstanding and such shares shall remain

issued and outstanding; and



     Whereas, said Aerosonic, a corporation organized under the laws of the

State of Florida by its Certificate of Incorporation which was filed in the

office of the Secretary of State of Florida, on August 14, 1957, has an

authorized capital stock consisting of One Million (1,000,000) shares of the par

value of Ten Cents ($.10) each, all of one class, amounting in the aggregate to

One Hundred Thousand Dollars ($100,000) of which stock Six Hundred Eighty-four

Thousand Two Hundred (684,200) shares are now issued and outstanding; and



     Whereas, the registered office of said ITC in the State of Delaware is

located at One Hundred West Tenth Street in the City of Wilmington, County of

New Castle, and the name of its registered agent at such address is the

Corporation Trust Company; and the registered office of Aerosonic in the State

of Florida is located at 1212 North Hercules Road in the City of Clearwater,

County of Pinellas, and the name of its registered agent is Herbert J. Frank,

1212 North Hercules Road, Clearwater, County of Pinellas,



     Now, therefore, the corporations, parties to this Agreement in

consideration of the mutual covenants, agreements and provisions hereinafter

contained do hereby prescribe the terms and conditions of said merger and mode

of carrying the same into effect as follows:



     First: ITC hereby merges into itself Aerosonic, which shall be the merged

corporation, and said Aerosonic shall be and hereby is



                                      -2-



{PAGE}



merged into ITC, which shall be the surviving corporation.



     Second: The Restated Certificate of Incorporation of ITC authorizing ITC to

issue Four Million (4,000,000) shares of Common Stock of the par value of Ten

Cents ($.10) is stated in its entirety and attached hereto as Exhibit A, and all

the terms and provisions thereof are hereby incorporated in this Agreement and

made a part hereof with the same force and effect as if herein set forth in

full; and, from and after the effective date of the merger and until further

amended as provided by law Exhibit A, separate and apart from this Agreement of

Merger shall be, and may be separately certified as, the Restated Certificate of

Incorporation of the surviving corporation.



     Third: Each share of common stock of the merged corporation which shall be

outstanding on the effective date of this Agreement, and all rights in respect

thereof shall forthwith be changed and converted into the greater of (i) 1 1/2

shares of Common Stock of ITC, or (ii) the number of shares of ITC which will be

equivalent to a market value of at least $12.00 for each share of Aerosonic

Common Stock exchanged in the merger (market value being defined as the mean

between the bid and asked prices of the Common Stock of ITC as reported by the

National Quotation Bureau, Inc., at the close of business on the day immediately

preceding the Special Meeting of Aerosonic Shareholders to be held on January 9,

1970).



     Fourth: The terms and conditions of the merger are as follows:



                                       -3-



{PAGE}



          (a) The bylaws of the surviving corporation as they shall exist on the

     effective date of this Agreement shall be and remain the bylaws of the

     surviving corporation until the same shall be altered, amended or replaced

     as therein provided.



          (b) The directors and officers of the surviving corporation shall

     continue in office until the next annual meeting of stockholders and until

     their successors shall have been elected and qualified.



          (c) This merger shall become effective upon filing and recording this

     instrument according to the laws of Delaware.



          (d) Upon the merger becoming effective, all the property, rights,

     privileges, franchises, patents, trademarks, licenses, registrations and

     other assets of every kind and description of the merged corporation shall

     be transferred to, vested in and devolve upon the surviving corporation

     without further act or deed. and all property, rights, and every other

     interest of the surviving corporation and the merged corporation shall be

     as effectively the property of the surviving corporation as they were of

     the surviving corporation and the merged corporation respectively. The

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