PROMISSORY NOTE

U.S.$22,000,000                                         Dated: October 5, 1999

                  FOR  VALUE  RECEIVED,  the  undersigned,  THOMSON-CSF  HOLDING
CORPORATION, a Delaware corporation (the "Payor"), HEREBY PROMISES TO PAY to the
order of IFE SALES,  LLC, a Delaware limited liability company (the "Payee") (i)
the principal  amount of $11,000,000  on the first  anniversary of the making of
this Note,  plus  interest on such amount at an interest rate per annum equal at
all times to 5% and (ii) the  principal  amount  of  $11,000,000  on the  second
anniversary of the making of this Note (the "Maturity  Date"),  plus interest on
such  amount at an interest  rate per annum equal at all times to 5%;  provided,
however,  that any overdue amount (after giving effect to any  applicable  grace
period) of principal,  interest or other amounts payable hereunder shall, to the
fullest  extent  permitted by law, bear interest,  payable on demand,  at 8% per
annum.

                  SECTION 1.  REPAYMENT.  The Payor  shall repay to the Payee on
the Maturity Date the aggregate principal amount hereof then outstanding.

                  SECTION  2. PREPAYMENTS.  The  Payor  may,  upon at least one
Business  Day's (as defined below) notice to the Payee stating the proposed date
and principal  amount of the  prepayment,  and if such notice is given the Payor
shall, prepay the outstanding  principal amount hereof in whole or in part, with
accrued interest to the date of such prepayment on the amount prepaid,  provided
that each optional  partial  prepayment  shall be in a principal amount not less
than  $250,000.  "Business  Day" means a day of the year on which  banks are not
required or authorized by law to close in New York City or Washington, D.C.

                  SECTION 3. PAYMENTS AND COMPUTATIONS. (a) The Payor shall make
each payment  hereunder not later than 1:00 P.M. (New York City time) on the day
when due in U.S. dollars to the Payee at its address referred to in Section 6 or
at an account maintained by the Payee with a commercial bank organized under the
laws of the United States, or any State thereof, and designated by the Payee for
such purposes at least two Business Days in advance, in same day funds.

                  (b) All computations of interest shall be made on the basis of
a year of 365 or 366 days,  as the case may be,  for the  actual  number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable.

                  (c) Whenever any payment  hereunder  shall be stated to be due
on a day other  than a  Business  Day,  such  payment  shall be made on the next
succeeding  Business  Day,  and such  extension  of time  shall in such  case be
included in the computation of payment of interest.

                  (d) In this Note in the  computation of periods of time from a
specified  date to a later  specified  date,  the word  "from"  means  "from and
including" and the words "to" and "until" each mean "to but excluding".

                  SECTION 4.  EVENTS OF DEFAULT. If any of the following events
("Events of Default") shall occur and be continuing:

                  (a) (i)  The  Payor  shall  fail to  perform  its  obligations
         pursuant to Section 1; or (ii) the Payor shall fail to pay any interest
         on the  outstanding  principal  amount  hereof  within 15 Business Days
         after the same becomes due and payable; or


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                  (b) The Payor shall  generally not pay its debts as such debts
         become due, or shall  admit in writing its  inability  to pay its debts
         generally,  or shall  make a  general  assignment  for the  benefit  of
         creditors;  or any  proceeding  shall be  instituted  by or against the
         Payor  seeking to  adjudicate  it a bankrupt or  insolvent,  or seeking
         liquidation,  winding  up,  reorganization,   arrangement,  adjustment,
         protection,  relief,  or  composition  of it or its debts under any law
         relating  to  bankruptcy,  insolvency  or  reorganization  or relief of
         debtors, or seeking the entry of an order for relief or the appointment
         of a receiver,  trustee,  custodian or other similar official for it or
         for any  substantial  part of its property and, in the case of any such
         proceeding  instituted  against it (but not  instituted by it),  either
         such proceeding shall remain undismissed or unstayed for a period of 60
         days,  or any of the  actions  sought  in such  proceeding  (including,
         without  limitation,  the entry of an order for relief against,  or the
         appointment of a receiver, trustee, custodian or other similar official
         for, it or for any substantial part of its property) shall occur;

         then,  and in any such event,  the Payee may, by written  notice to the
         Payor,  declare this Note,  all interest  thereon and all other amounts
         payable under this Note to be forthwith due and payable, whereupon this
         Note,  all such  interest  and all such  amounts  shall  become  and be
         forthwith due and payable.

                  SECTION 5. RIGHT OF SET-OFF. Payor shall have the right to set
off  against  amounts  due under this Note any amount then due and unpaid by the
Payee or the other  parties to each of (i) the  Purchase  Agreement  dated as of
January 25, 1999 between Thomson-CSF  Sextant,  Inc. and BE Aerospace,  Inc. and
(ii) the Purchase  Agreement  dated as of  September  1, 1999 among  Thomson-CSF
Sextant, Inc., the Payee, BE Aerospace, Inc., BE Intellectual Property, Inc. and
Puritan-Bennett Aero Systems, Inc. owing to the Payor or any Affiliate thereof.

                  SECTION 6. NOTICES,  Etc. All notices and other communications
provided for hereunder  shall be in writing  (including  telecopier) and mailed,
telecopied  or  delivered,  if to the Payor,  at its address at 100 West Commons
Boulevard, One Corporate Commons, Suite 302, New Castle, Delaware 19720, fax no.
(302)  326-0837,  Attention:  Dan  O'Brien,  with a copy  to  Thomson-CSF  North
America, Inc., 99 Canal Center Plaza, Suite 480, Alexandria, Virginia 22314, fax
no. (703) 836-2967, Attention: Martita Cooper, Esq., and if to the Payee, at its
address at 1400 Corporate Center Way,  Wellington,  Florida 33414, fax no. (561)
791-3966,  Attention:  Thomas P. McCaffrey,  or, as to each party, at such other
address as shall be  designated  by such party in a written  notice to the other
party. All such notices and communications shall, when mailed, be effective when
deposited in the mails, or when  telecopied,  be effective upon  confirmation of
the sending thereof, or when delivered, be effective upon delivery thereof.

                  SECTION 7. BINDING EFFECT. This Note shall be binding upon and
inure to the benefit of the Payor and the Payee and their respective  successors
and assigns, except that neither the Payor nor the Payee shall have the right to
assign or transfer its rights hereunder or any interest herein without the prior
written consent of the other party.

                  SECTION 8. GOVERNING LAW, JURISDICTION,  WAIVER OF JURY TRIAL,
ETC. (a) This Note shall be governed by, and construed in accordance  with,  the
laws of the State of New York.


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                  (b) In the event of any  Dispute,  the  parties  hereto  shall
attempt in good faith to negotiate and resolve any such  Dispute.  If after good
faith  negotiations  the Dispute shall have not been resolved,  either party may
deliver  written notice of its intent to submit the matter to  arbitration  (the
"Arbitration  Notice") to the other party.  If the matter is not resolved within
ten (10) Business  Days after the delivery of the  Arbitration  Notice,  or such
later date as may be mutually  agreed upon,  then all Disputes  shall be finally
settled by arbitration.

                  (c) The seat of the arbitration  shall be in New York, and the
arbitration  shall be  conducted  in English,  in  accordance  with the Rules of
Conciliation and Arbitration of the International  Chamber of Commerce by one or
more  arbitrators  appointed in accordance with such rules.  The arbitrators are
precluded  from  considering  or awarding  consequential,  special,  punitive or
exemplary damages to any party in any arbitration conducted pursuant hereto. The
parties shall have the right to present documentary evidence and witnesses.  The
parties shall also have the right to  cross-examine  witnesses.  The decision of
the arbitrators shall be final and binding upon the parties,  and no party shall
seek  recourse to a law court or other  authorities  to appeal for  revisions of
such  decision.  Nothing  herein  shall  limit  the  ability  of a party to seek
temporary or preliminary injunctive relief pending arbitration.

                  (d) Each of the Payor and the Payee hereby  irrevocably waives
all right to trial by jury in any action,  proceeding or  counterclaim  (whether
based on contract, tort or otherwise) arising out of or relating to this Note.

                  IN WITNESS WHEREOF, each of the Payor and the Payee has caused
this Note to be executed by its officer  thereunto  duly  authorized,  as of the
date first above written.

                                        THOMSON-CSF HOLDING CORPORATION


                                        By_____________________________
                                        Name:
                                        Title:

Acknowledged and Agreed to:

IFE SALES, LLC


By ______________________________________
     Name: Thomas P. McCaffrey
     Title:    Vice President