GUARANTY

                              Dated October 5, 1999

                                      From

                               THOMSON-CSF SEXTANT

                                  as Guarantor

                                   in favor of

                                 IFE SALES, LLC,

                               BE AEROSPACE, INC.,

                         BE INTELLECTUAL PROPERTY, INC.

                                       and

                        PURITAN-BENNETT AERO SYSTEMS CO.


<PAGE>



                          T A B L E   OF   C O N T E N T S


<TABLE>
<CAPTION>

Section                                                              Page

<S> <C>                                                                 <C>
1.  Guaranty............................................................1

2.  Guaranty Absolute...................................................1

3.  Waivers and Acknowledgments.........................................2

4.  Representations and Warranties......................................3

5.  Amendments, Etc.....................................................4

6.  Notices, Etc........................................................4

7.  No Waiver; Remedies.................................................4

8.  Indemnification.....................................................4

9.  Continuing Guaranty.................................................5

10.  Governing Law; Arbitration.........................................5
</TABLE>

<PAGE>

                                    GUARANTY


                  GUARANTY dated October 5, 1999 made by Thomson-CSF  Sextant, a
societe anonyme organized under the laws of France (the  "Guarantor"),  in favor
of IFE Sales,  LLC, a Delaware  limited  liability  company (the  "Seller"),  BE
Aerospace,  Inc.,  a Delaware  corporation  ("BE  Aerospace"),  BE  Intellectual
Property,  Inc., a Delaware corporation ("BE IP"),  Puritan-Bennett Aero Systems
Co., a Delaware  corporation  ("Puritan-Bennett"  and together with BE Aerospace
and BE IP, the "Former Interest Holders").

                  PRELIMINARY  STATEMENT.  The Seller  and the  Former  Interest
Holders  are  parties  to a Purchase  Agreement  dated as of  September  1, 1999
(together  with  the  attached  Disclosure  Schedule  and  exhibits,  as it  may
hereafter  be amended,  supplemented  or otherwise  modified  from time to time,
being the  "Purchase  Agreement",  the terms  defined  therein and not otherwise
defined herein being used herein as therein  defined) with  Thomson-CSF  Sextant
Inc., a Florida  corporation  ("Sextant"),  pursuant to which Sextant  agreed to
purchase  from the Seller 100% of the Class Two  Interests in Sextant  In-Flight
Systems, LLC (formerly known as In-Flight Entertainment LLC), a Delaware limited
liability company ("SIFS").  Pursuant to an Assignment and Assumption  Agreement
dated as of September  30,  1999,  Sextant  assigned its rights and  obligations
under the Purchase  Agreement to  Thomson-CSF  Holding  Corporation,  a Delaware
corporation (the "Purchaser"). The Guarantor is an Affiliate of the Purchaser.

                  NOW, THEREFORE,  in consideration of the premises and in order
to induce the Seller and the Former Interest  Holders to enter into the Purchase
Agreement, the Guarantor hereby agrees as follows:

                  Section 1. GUARANTY.  The Guarantor hereby unconditionally and
irrevocably  guarantees  the  punctual  performance  and payment when due of all
obligations,  amounts and other  liabilities  of the  Purchaser now or hereafter
existing  under  the  Purchase  Agreement,  and  the  obligations  of SIFS to BE
Aerospace   referred  to  in  Section  2.06  of  the  Purchase  Agreement  (such
obligations,  amounts and other liabilities being the "Guaranteed Obligations"),
and agrees to pay any and all expenses  (including  reasonable  counsel fees and
expenses) incurred by the Seller and the Former Interest Holders in successfully
enforcing any rights under this Guaranty. Without limiting the generality of the
foregoing, the Guarantor's liability shall extend to all amounts and obligations
that  constitute  part of the  Guaranteed  Obligations  and would be owed by the
Purchaser  to the Seller  and the Former  Interest  Holders  under the  Purchase
Agreement  but for the fact  that they are  unenforceable  or not  allowable  in
either case due to the  existence  of a  bankruptcy,  reorganization  or similar
proceeding involving the Purchaser.

                  Section 2. GUARANTY  ABSOLUTE.  The Guarantor  guarantees that
the Guaranteed Obligations will be paid strictly in accordance with the terms of
the  Purchase  Agreement,  regardless  of any law,  regulation  or order  now or
hereafter  in  effect in any  jurisdiction  affecting  any of such  terms or the
rights of the Seller and the Former Interest Holders with respect  thereto.  The
obligations  of  the  Guarantor  under  this  Guaranty  are  independent  of the
Guaranteed  Obligations  or any other  obligations  of the  Purchaser  under the
Purchase  Agreement,  and a  separate  action  or  actions  may be  brought  and
prosecuted  against the  Guarantor to enforce  this  Guaranty,  irrespective  of
whether any action is brought  against the Purchaser or whether the Purchaser is

<PAGE>                                  1


joined in any such action or actions.  The liability of the Guarantor under this
Guaranty shall be irrevocable,  absolute and unconditional  irrespective of, and
the  Guarantor  hereby  irrevocably  waives any defenses it may now or hereafter
have in any way relating to, any or all of the following:

                  (a) any lack of validity  or  enforceability  of the  Purchase
         Agreement or any agreement or instrument  relating thereto arising from
         the failure of the Purchaser to properly authorize, execute and deliver
         the Purchase Agreement;

                  (b) any change in the time,  manner or place of payment of, or
         in any other term of, all or any of the  Guaranteed  Obligations or any
         other obligations of the Purchaser under the Purchase  Agreement or any
         agreement or instrument  relating  thereto,  or any other  amendment or
         waiver of or any consent to departure from the Purchase Agreement;

                  (c) any change,  restructuring or termination of the corporate
         structure  or  existence  of  the  Purchaser,  SIFS  or  any  of  their
         respective subsidiaries; or

                  (d) any failure of the Seller or the Former  Interest  Holders
         to disclose to the Guarantor any information  relating to the financial
         condition,  operations,  properties  or prospects of SIFS or any of its
         subsidiaries  now or in the  future  known to the Seller and the Former
         Interest  Holders  (the  Guarantor  waiving any duty on the part of the
         Seller and the Former Interest Holders to disclose such information).

This Guaranty shall  continue to be effective or be reinstated,  as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by the Seller,  any Former  Interest Holder or any
other Person upon the insolvency,  bankruptcy or reorganization of the Purchaser
or SIFS or otherwise, all as though such payment had not been made.

                  Section 3.  WAIVERS  AND  ACKNOWLEDGMENTS.  (a) The  Guarantor
hereby waives promptness,  diligence,  notice of acceptance and any other notice
with  respect to any of the  Guaranteed  Obligations  and this  Guaranty and any
requirement  that the Seller and the Former Interest  Holders exhaust any right,
pursue any remedy or take any action against the Purchaser or any other Person.

<PAGE>                                  2


                  (b) The  Guarantor  hereby  waives  any right to  revoke  this
Guaranty,  and  acknowledges  that this  Guaranty  is  continuing  in nature and
applies to all Guaranteed Obligations, whether existing now or in the future.

                  Section 4.  REPRESENTATIONS AND WARRANTIES.  The Guarantor
hereby represents and warrants as follows:

                  (a) The  Guarantor  is a societe  anonyme  duly  incorporated,
validly  existing  and in good  standing  under the laws of  France  and has all
necessary  corporate  power and authority to enter into this Guaranty,  to carry
out its obligations  hereunder and to consummate the  transactions  contemplated
hereby.

                  (b) The Guarantor has taken all requisite  corporate action to
duly authorize the execution and delivery of this Guaranty by the Guarantor, the
performance by the Guarantor of its obligations  hereunder and the  consummation
by the Guarantor of the transactions contemplated hereby.

                  (c) This  Guaranty has been duly executed and delivered by the
Guarantor,  and  constitutes  a  legal,  valid  and  binding  obligation  of the
Guarantor  enforceable  against it in accordance with its terms,  subject to the
effect of any applicable bankruptcy,  reorganization,  insolvency, moratorium or
similar  laws  affecting   creditors'  rights  generally  and  subject,   as  to
enforceability,  to the effect of general  principles of equity  (regardless  of
whether such enforceability is considered in a proceeding in equity or at law).

                  (d)  Except  as may  result  from any  facts or  circumstances
relating  solely to the Seller and the Former Interest  Holders,  the execution,
delivery and  performance  of this Guaranty by the  Guarantor  does not and will
not: (i) conflict with or violate the  Certificate of  Incorporation  or By-laws
(or other similar applicable documents) of the Guarantor;  (ii) conflict with or
violate any Law or  Governmental  Order  applicable to the Guarantor,  except as
would not,  individually or in the aggregate,  have a material adverse effect on
the ability of the Guarantor to consummate,  or delay the  consummation  of, the
transactions contemplated by this Guaranty; or (iii) result in any breach of, or
constitute a default (or event which with the giving of notice or lapse of time,
or both,  would  become a  default)  under,  or give to  others  any  rights  of
termination,  amendment,  acceleration  or  cancellation  of,  or  result in the
creation of any  Encumbrance on any of the assets or properties of the Guarantor
pursuant to, any note, bond, mortgage,  indenture,  contract,  agreement, lease,
license,  permit,  franchise  or other  instrument  relating  to such  assets or
properties  to which the Guarantor or any of its  subsidiaries  is a party or by
which any of such assets or  properties  is bound or  affected,  except as would
not,  individually  or in the aggregate,  have a material  adverse effect on the
ability  of the  Guarantor  to  consummate,  or delay the  consummation  of, the
transactions contemplated by this Guaranty.

<PAGE>                                       3


                  (e)  The  execution  and  delivery  of  this  Guaranty  by the
Guarantor do not, and the  performance  of this Guaranty by the  Guarantor  will
not, require any consent, approval,  authorization or other action by, or filing
with or notification to, any governmental or regulatory authority.

                  (f) There are no conditions  precedent to the effectiveness of
this Guaranty that have not been satisfied or waived.

                  Section 5.  AMENDMENTS,  ETC.  No  amendment  or waiver of any
provision  of this  Guaranty and no consent to any  departure  by the  Guarantor
therefrom  shall in any event be  effective  unless the same shall be in writing
and signed by the Guarantor,  the Seller and the Former  Interest  Holders,  and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.

                  Section 6. NOTICES,  ETC. All notices and other communications
provided for hereunder shall be in writing (including  telegraphic,  telecopy or
telex communication) and mailed, telegraphed,  telecopied,  telexed or delivered
to  it,  if to the  Guarantor,  addressed  to it at  Thomson-CSF  Sextant,  Zone
Aeronautique, Louis Breguet - BP 200, 78141 Velizy - Villacoublay Cedex, France,
Attention: Alain Villevieille, if to the Seller and the Former Interest Holders,
to BE Aerospace,  at its address specified in the Purchase  Agreement.  All such
notices and other communications shall, when mailed, telegraphed,  telecopied or
telexed,  be effective when  deposited in the mails,  delivered to the telegraph
company,   transmitted   by  telecopier   or  confirmed  by  telex   answerback,
respectively.

                  Section 7. NO WAIVER;  REMEDIES. No failure on the part of the
Seller or any Former Interest  Holders to exercise,  and no delay in exercising,
any right hereunder  shall operate as a waiver thereof;  nor shall any single or
partial  exercise of any right hereunder  preclude any other or further exercise
thereof or the exercise of any other right.  The  remedies  herein  provided are
cumulative and not exclusive of any remedies provided by law.

                  Section 8.  INDEMNIFICATION.  Without  limitation on any other
obligations  of the Guarantor or remedies of the Seller and the Former  Interest
Holders  under  this  Guaranty,  the  Guarantor  shall,  to the  fullest  extent
permitted by law,  indemnify,  defend and save and hold  harmless the Seller and
the Former Interest Holders from and against,  and shall pay on demand,  any and
all losses,  liabilities,  damages, expenses and charges (including the fees and
disbursements  of legal counsel to the Seller and the Former  Interest  Holders)
suffered or incurred by the Seller and the Former  Interest  Holders as a result
of any failure of any Guaranteed  Obligations to be the legal, valid and binding
obligations  of the  Purchaser  enforceable  against the Purchaser in accordance
with  their  terms  arising  from  the  failure  of the  Purchaser  to  properly
authorize, execute and deliver the Purchase Agreement.

<PAGE>                                       4

                  Section 9. CONTINUING GUARANTY.  This Guaranty is a continuing
guaranty  and shall (a) remain in full  force and effect  until the later of the
payment  in full in cash of the  Guaranteed  Obligations  and all other  amounts
payable  under this  Guaranty and the  performance  by the  Purchaser of all its
obligations  under  the  Purchase  Agreement  and (b) not be  assignable  by the
Guarantor, the Seller or the Former Interest Holders.

                  Section 10.  GOVERNING  LAW;  ARBITRATION.  (a) This  Guaranty
shall be goverened by, and construed in accordance  with,  the laws of the State
of New York.

                  (b) In the event of any dispute in connection  with or arising
out of the existence, validity, construction or performance of this Guaranty (or
any terms hereof)  (collectively,  a "Dispute"),  the Guarantor shall attempt in
good faith to  negotiate  and resolve any such  Dispute  with the Seller and the
Former Interest Holders. If after good faith negotiations the Dispute shall have
not been  resolved,  any party may deliver to any other party written  notice of
its intention to submit the matter to arbitration (the "Arbitration Notice"). If
the matter is not  resolved  within 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.  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 all
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 any party to seek  temporary  or  preliminary  injunctive  relief
pending arbitration.

                  IN WITNESS WHEREOF,  the Guarantor has caused this Guaranty to
be duly executed and delivered by its officer  thereunto  duly  authorized as of
the date first above written.

                                        THOMSON-CSF SEXTANT



                                        By ________________________
                                        Title: