PURCHASE AGREEMENT



                         dated as of September 1, 1999,


                                      among


                                 IFE SALES, LLC,

                               BE AEROSPACE, INC.,

                         BE INTELLECTUAL PROPERTY, INC.,

                         PURITAN-BENNETT AEROSYSTEMS CO.

                                       and

                            THOMSON-CSF SEXTANT, INC.






<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                                               Page
<S>    <C>                                                                      <C>
                              ARTICLE IDEFINITIONS
1.01.  Incorporation by Reference...............................................2
1.02.  Additional Defined Terms.................................................2
1.03.  Other Additional Defined Terms...........................................4
1.04.  Use of Defined Terms.....................................................5

                           ARTICLE IIPURCHASE AND SALE
2.01.  Purchase and Sale........................................................5
2.02.  Fixed Purchase Price.....................................................5
2.03.  Closing..................................................................5
2.04.  Contingent Purchase Price................................................6
2.05.  Initial Purchase Agreement Purchase Price Adjustment.....................8

           ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF THE SELLER AND
                                  BE AEROSPACE
3.01.  Incorporation and Authority..............................................8
3.02.  No Conflict..............................................................9
3.03.  Consents, Approvals, Licenses, Etc.......................................9
3.04.  Membership Interests of the Seller in the Company........................10
3.05.  Absence of Litigation....................................................10
3.06.  Brokers..................................................................10

            ARTICLE IVREPRESENTATIONS AND WARRANTIES OF THE PURCHASER
4.01.  Incorporation and Authority of the Purchaser.............................10
4.02.  No Conflict..............................................................11
4.03.  Consents and Approvals...................................................11
4.04.  Absence of Litigation....................................................12
4.05.  Investment Purpose.......................................................12
4.06.  Financing................................................................12
4.07.  Brokers..................................................................12

                         ARTICLE VADDITIONAL AGREEMENTS
5.01.  Regulatory and Other Authorizations; Releases; Consents..................12
5.02.  Further Action...........................................................13
5.03.  Conveyance Taxes.........................................................13
5.04.  Reports..................................................................13
5.05.  Non-Competition..........................................................13
5.06.  No Solicitation of Employees.............................................15
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>    <C>                                                                      <C>
5.07.  Transitional Services....................................................15
5.08.  Conduct of the Business by the Purchaser.................................15
5.09.  Access to Information....................................................16
5.10.  Confidentiality..........................................................16
5.11.  Governance...............................................................17
5.12.  Guarantee of BE Aerospace................................................17
5.13.  Assumption of BE Aerospace Obligations...................................19

                         ARTICLE VICONDITIONS TO CLOSING
6.01.  Conditions to Obligations of the Seller and the Former Interest Holders..19
6.02.  Conditions to Obligations of the Purchaser...............................20

                           ARTICLE VII INDEMNIFICATION
7.01.  Survival.................................................................21
7.02.  Indemnification by the Purchaser.........................................21
7.03.  Indemnification by the Seller and BE Aerospace...........................23
7.04.  Indemnification Procedures...............................................24

                  ARTICLE VIIITERMINATION, AMENDMENT AND WAIVER
8.01.  Termination..............................................................27
8.02.  Effect of Termination....................................................27
8.03.  Waiver...................................................................27

                          ARTICLE IXGENERAL PROVISIONS
9.01.  Expenses.................................................................28
9.02.  Notices..................................................................28
9.03.  Public Announcements.....................................................29
9.04.  Headings.................................................................30
9.05.  Severability.............................................................30
9.06.  Entire Agreement.........................................................30
9.07.  Assignment...............................................................30
9.08.  No Third-Party Beneficiaries.............................................30
9.09.  Waivers and Amendments...................................................30
9.10.  Specific Performance.....................................................31
9.11.  Governing Law; Dispute Resolution........................................31
9.12.  Counterparts.............................................................31
</TABLE>

<PAGE>

                  PURCHASE  AGREEMENT,  dated as of September 1, 1999, among IFE
SALES,  LLC,  a  Delaware  limited  liability  corporation  (the  "Seller"),  BE
AEROSPACE,  INC.,  a Delaware  corporation  ("BE  Aerospace"),  BE  INTELLECTUAL
PROPERTY,  INC.,  a  Delaware  corporation  ("BE IP") and  PURITAN-BENNETT  AERO
SYSTEMS CO., a Delaware  corporation  ("Puritan-Bennett"  and,  together with BE
Aerospace and BE IP, the "Former Interest  Holders"),  and THOMSON-CSF  SEXTANT,
INC., a Florida corporation (the "Purchaser").

                  WHEREAS,  the Seller owns 49% of the membership interests (the
"Interests")  in Sextant  In-Flight  Systems,  LLC (formerly  known as In-Flight
Entertainment,  LLC), a Delaware  limited  liability  company (the  "Company" or
"SIFS"),  such  Interests  consisting  of 100% of the Class Two Interests in the
Company;

                  WHEREAS,  the  Purchaser  previously  purchased  the Class One
Interests  in the Company  from BE  Aerospace  pursuant to a Purchase  Agreement
dated as of January 25, 1999 (the "Initial Purchase Agreement");

                  WHEREAS, the Former Interest Holders transferred the Interests
to the Seller  pursuant to an Assignment  and Assumption  Agreement  dated as of
September  1,  1999  among the  Former  Interest  Holders,  the  Seller  and the
Purchaser;

                  WHEREAS,  the Seller wishes to sell to the Purchaser,  and the
Purchaser wishes to purchase from the Seller, 100% of the Class Two Interests in
the  Company  (the  "Purchased  Interest"),  upon the terms and  subject  to the
conditions set forth herein; and

                  WHEREAS,  pursuant to a Guaranty to be executed on the Closing
Date  in  the  form  attached  hereto  as  Exhibit  6.01(d)  (the   "Guaranty"),
Thomson-CSF  Sextant,  a societe anonyme organized under the laws of France (the
"Guarantor"),  or, if the Board of  Directors of the  Guarantor  has not had the
opportunity  to approve the  Guaranty  prior to the Closing  Date (as defined in
Section 2.03(a)), Aerospatiale Thomson Electronique de Vol, ATEV, S.A. ("ATEV"),
has agreed to guarantee the  obligations  of the Purchaser  under this Agreement
until such approval is received;

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual agreements and covenants hereinafter set forth, the Purchaser, the Seller
and the Former Interest Holders hereby agree as follows:



                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01.  Incorporation by Reference.  Capitalized  terms
used but not defined herein have the definitions given such terms in the Initial
Purchase  Agreement,  except as  specified  in Section  1.02.  Unless  otherwise
<PAGE>


specified herein,  section  references in this Agreement are to Sections of this
Agreement.  Except for Sections 2.04, 5.03,  5.06, 5.07,  7.01(h) and 7.02(f) of
the Initial Purchase Agreement, which are terminated in their entirety as of the
Closing  Date,  and as  otherwise  provided  herein,  all  terms of the  Initial
Purchase Agreement remain in full force and effect.

                  SECTION  1.02.  ADDITIONAL  DEFINED  TERMS.  As  used  in this
Agreement, the following additional terms have the following meanings:

                  "AGREEMENT"  means  this  Purchase  Agreement,   dated  as  of
September  1, 1999,  among the  Seller,  the  Former  Interest  Holders  and the
Purchaser  (including the Exhibits  hereto and the Disclosure  Schedule) and all
amendments and modifications hereto made in accordance with Section 9.09.

                  "ASSIGNMENT AND ASSUMPTION AGREEMENT" means the Assignment and
Assumption Agreement,  dated as of the date of this Agreement,  among the Former
Interest Holders, the Seller and the Purchaser.

                  "BOOKINGS"  means,  for  any  period,  a  written   commitment
consistent  with  industry  practice  by a  customer  of the  Company  or a firm
purchase order, in either case accepted by the Company during such period, minus
previously  recorded orders canceled during such period,  for SIFS Product Lines
(excluding  SIFS Product  Lines of B/E Harris LiveTV LLC  ("LiveTV")),  provided
that, with respect to Bookings in calendar year 1999, the term "Bookings"  shall
mean Bookings for the period from March 1 through December 31, 1999.

                  "DISCLOSURE  SCHEDULE" means the Disclosure  Schedule dated as
of the date of this  Agreement  and  delivered  to the  Purchaser  by the Seller
herewith.

                  "DISCLOSURE  SCHEDULE OF THE INITIAL PURCHASE AGREEMENT" means
the Disclosure  Schedule dated as of the date of the Initial Purchase  Agreement
delivered to the Purchaser by BE Aerospace with the Initial Purchase Agreement.

                  "LLC  AGREEMENT"   means  the  Amended  and  Restated  Limited
Liability  Company  Agreement of Sextant  In-Flight  Systems,  LLC,  dated as of
February 25, 1999, among the Former Interest Holders and the Purchaser,  as such
Agreement may be amended from time to time.

                  "PRODUCT  LINES" means the lines of business,  operations  and
activities conducted by or under development by any Person.

                  "SALES"  means,  for any  period,  net sales for such  period,
determined  in  accordance  with  GAAP  applied  consistently  with the  current
practice of the Company since February 25, 1999 through the date hereof, of SIFS
<PAGE>


Product Lines  (excluding  SIFS Product Lines of LiveTV),  provided  that,  with
respect to Sales in calendar  year 1999,  the term "Sales"  shall mean net sales
for the period from March 1 through December 31, 1999.

                  "SIFS PRODUCT LINES" means the following  Product Lines of the
Company in existence,  for which  development was previously  initiated or under
development   at  the  date  of  this   Agreement,   together  with   reasonable
modifications thereof and derivative products therefrom:

1.        In-Seat Power Distribution Systems;

2.        Audio Distribution Systems - audio hardwired systems;

3.        FDM Audio System;

4.        Overhead Video System, in-seat audio (B/E 2020);

5.        Distributed Video and Audio Systems (B/E 2000, BVS video system);

6.        Distributed Video and Audio System, interactive games (B/E 4000);

7.        Interactive Video, Audio, Telephony, Games-on-Demand System (MDDS);

8.        Interactive Digital Video, Audio, Telephony and Games-on-Demand
          System (Panther);

9         Video Content Loading System;

10.       Cameras:

          (a) Landscape Single Camera;

          (b) Landscape Dual Camera;

          (c) Down and Forward Camera;

          (d) Worldview Camera System;

          (e) Landing Gear Cameras; and

          (f) Cockpit, Cabin and Flight Attendant Cameras;
<PAGE>

11. Passenger Control Systems (PCUs), mechanical and digital (various types);

12.       Noise Canceling Devices;

13.       Spares and individual system or product components to support the
          product lines in items (1) through (12) above;

14.       Provision of services to support the product lines in items (1)
          through (12) above;

15.       Test equipment to support the product lines in items (1) through (12)
          above; and

16.       Non-recurring engineering related to the product lines in items (1)
          through (15) above, including installation, design and other related
          fee-generating activities.

                  SECTION 1.03.  OTHER ADDITIONAL DEFINED TERMS.  The following
additional terms have the meanings defined for such terms in the Sections set
forth below:
<TABLE>
<CAPTION>

TERM                                                               SECTION
<S>                                                                <C>
Adjustment Statement                                               2.04(a)(i)
Adjustment Years                                                   2.04(a)(i)
ATEV                                                               Recitals
Closing                                                            2.03(a)
Closing Date                                                       2.03(a)
Company Certificate                                                5.04(a)
Company Debt                                                       2.06
Confidential Information                                           5.10(a)
Contingent Purchase Price                                          2.01
Fixed Purchase Price                                               2.01
Former Interest Holders                                            Preamble
Guaranteed Obligations                                             5.12(a)
In-Flight Entertainment Business                                   5.05(a)
In-Flight Entertainment Systems                                    5.05(a)
Indemnified Party                                                  7.04(a)
Indemnifying Party                                                 7.04(a)
Initial Purchase Agreement                                         Recitals
Non-Competition Period                                             5.05(a)
Non-Objecting Party                                                2.04(a)(ii)
Pro Forma Company Certificate                                      5.04(c)
Purchased Interest                                                 Recitals
Seller                                                             Preamble
SIFS Guarantees                                                    Section 5.13
</TABLE>

<PAGE>

                  SECTION 1.04. USE OF DEFINED TERMS.  The meanings of the terms
defined in this  Agreement  shall be  applicable  to the singular as well as the
plural forms of such terms, unless otherwise stated.


                                   ARTICLE II

                                PURCHASE AND SALE

                  SECTION 2.01. PURCHASE AND SALE. Upon the terms and subject to
the  conditions  set forth in this  Agreement,  the Seller agrees to sell to the
Purchaser,  and the Purchaser agrees to purchase from the Seller,  the Purchased
Interest.  The  purchase  price  shall  consist of a fixed  portion  (the "Fixed
Purchase  Price"),  payable as provided  in Section  2.03(c),  and a  contingent
portion (the "Contingent Purchase Price"), payable as provided in Section 2.04.

                  SECTION  2.02.  FIXED  PURCHASE  PRICE.  The  aggregate  Fixed
Purchase Price shall be $22,000,000.

                  SECTION 2.03. CLOSING. (a) Subject to the terms and conditions
of this Agreement, the sale and purchase of the Class Two Interests contemplated
hereby shall take place at a closing (the  "Closing")  to be held at 10:00 a.m.,
local time, on the first  Business Day that is not a Monday,  after the later of
the following  occurs:  (i) the  expiration  or  termination  of the  applicable
waiting  periods  under the HSR Act and (ii) the  satisfaction  or waiver of all
other  conditions to the  obligations of the parties set forth in Article VI, at
the offices of Shearman & Sterling,  599 Lexington  Avenue,  New York,  New York
10022, or at such other time or on such other date or at such other place as the
Seller,  BE Aerospace and the Purchaser may mutually  agree upon in writing (the
day on which the Closing takes place being the "Closing Date").

                  (b) At the Closing,  the Seller  shall  deliver or cause to be
delivered  to the  Purchaser:  (i) such  instruments  and  documents as shall be
reasonably  necessary  to effect the transfer of the  Purchased  Interest to the
Purchaser; and (ii) the certificate required to be delivered pursuant to Section
6.02(a).

                  (c) At the Closing, the Purchaser shall deliver to the Seller:
(i) a promissory note,  substantially in the form of Exhibit 2.03(c) hereto,  in
favor of the Seller which  provides for payments of  $11,000,000,  together with
<PAGE>

interest thereon from the Closing Date at a rate of 5% per annum, on each of the
first  and  second  anniversaries  of  the  Closing  Date;  (ii)  the  Guaranty,
substantially  in the form of Exhibit 6.01(d) hereto;  and (iii) the certificate
required to be delivered pursuant to Section 6.01(a).

                  SECTION  2.04.   CONTINGENT  PURCHASE  PRICE.  (a)  Adjustment
Statement. (i) As soon as practicable after the end of the Company's fiscal year
in each of 1999, 2000 and 2001 (collectively,  the "Adjustment  Years"),  but in
any event no later  than 60 days  after  the end of each  Adjustment  Year,  the
Company  shall cause to be prepared and delivered to the Seller and BE Aerospace
a preliminary  statement  (each,  an "Adjustment  Statement")  setting forth the
aggregate  amount  of  Sales  and  Bookings  of the  Company  during  each  such
Adjustment  Year or, if  applicable,  the  aggregate  Sales and Bookings of SIFS
Product  Lines  as  presented  on any Pro  Forma  Company  Certificate  prepared
pursuant to Section 5.04(c) during such  Adjustment  Year, and the amount of the
Contingent Purchase Price, if any, credited with respect to such Adjustment Year
pursuant to the  provisions  of Section 2.04 of the  Disclosure  Schedule.  Each
Adjustment Statement will be prepared in accordance with GAAP in accordance with
the current  practice of the Company  since  February  25, 1999 through the date
hereof.

                  (ii) In the event that neither the  Purchaser nor BE Aerospace
objects  to the  determination  by the  Company  of any  preliminary  Adjustment
Statement  by Notice of  Objection  delivered to the Company and BE Aerospace or
the  Purchaser,  as the case may be, (the  "Non-Objecting  Party") within thirty
(30) days  after the  delivery  of such  Adjustment  Statement  (such  Notice of
Objection  to  describe  in  reasonable  detail  the  proposed   adjustments  or
objections to such preliminary Adjustment Statement),  such Adjustment Statement
shall be deemed final and binding on the parties hereto.

                  (iii) If either  the  Purchaser  or BE  Aerospace  delivers  a
Notice of  Objection to such  Adjustment  Statement,  then any dispute  shall be
resolved in accordance with Section 2.04(b).

                  (iv) The Company will make  available to the  Purchaser and BE
Aerospace all work papers and records used in the preparation of each Adjustment
Statement.

                  (b)  Resolution  of  Disputes.  (i) If  either  or both of the
Purchaser or BE Aerospace delivers a Notice of Objection, then the Purchaser and
BE Aerospace shall promptly  endeavor to resolve any differences with respect to
such  Adjustment  Statement.  In the event  that a written  agreement  as to the
matters  contained in such  Adjustment  Statement has not been reached within 30
days after the date of receipt by the Company and the Non-Objecting Party of the
Notice of Objection,  then the  determination  of the matters  contained in such
Adjustment  Statement shall be submitted to  PricewaterhouseCoopers  LLP (or, in
the event that  PricewaterhouseCoopers LLP is unwilling or unable to act in such
capacity or is not, at the time of such submission, independent of the Purchaser
and BE  Aerospace,  to another  Accounting  Firm chosen by the  Purchaser and BE
Aerospace within 30 days of the determination that PricewaterhouseCoopers LLP is
<PAGE>

unavailable  to determine  such  matters;  provided that if the Purchaser and BE
Aerospace are unable to agree on the appointment of an Accounting Firm within 30
days, either the Purchaser or BE Aerospace may apply to the American Arbitration
Association to appoint another  Accounting Firm within 30 days,  which selection
shall be binding on the parties).

                  (ii) Nothing  herein shall be construed to authorize or permit
the  Accounting  Firm to determine any question or matter  whatever  under or in
connection with this Agreement, except the determination of what adjustments, if
any,  should  be made in one or more of the  items  reflected  in an  Adjustment
Statement in order for the Sales and Bookings  covered  thereby to be determined
in  accordance   with  the   provisions  of  this   Agreement.   In  making  its
determination,  the  Accounting  Firm  shall  act  as an  expert  and  not as an
arbitrator in an arbitration proceeding.

                  (iii) Within  forty-five  (45) days of the  submission  of any
dispute  concerning  the  determination  of  an  Adjustment   Statement  to  the
Accounting  Firm, the Accounting Firm shall render a decision in accordance with
this Section 2.04(b) along with a statement of reasons therefor. The decision of
the Accounting Firm shall be final and binding upon each party hereto.

                  (iv) The  fees and  expenses  of the  Accounting  Firm for any
determination  under this Section  2.04(b) shall be apportioned  equally between
the Purchaser and BE Aerospace.

                  (c)  Any  payment  required  to be made  by any  party  hereto
pursuant to this Agreement shall bear interest from the date such payment is due
through  the date of payment at a rate equal to the one month  London  Interbank
Offered Rate as announced in The Wall Street Journal plus 300 basis points.

                  (d)  Within 30 days of the  final  determination of the  final
Adjustment Statement,  payment  of  the  Contingent  Purchase  Price  shall  be
made in accordance with Section 2.04 of the Disclosure Schedule.

                  SECTION  2.05.   INITIAL  PURCHASE  AGREEMENT  PURCHASE  PRICE
ADJUSTMENT.  BE  Aerospace  and the  Purchaser  agree that  Section  2.04 of the
Initial  Purchase  Agreement is deleted in its entirety and that any adjustments
to the Purchase Price described  therein shall not be made. In  consideration of
the  elimination  of such purchase  price  adjustments,  BE Aerospace  agrees to
provide to or on behalf of the Purchaser,  upon request, the consulting services
specified in Section 2.05 of the Disclosure Schedule.

                  SECTION 2.06.  DEBT OF THE COMPANY.  The Purchaser shall cause
the Company to pay to BE  Aerospace  the debt of the Company to BE  Aerospace in
the  aggregate  principal  amount of  $9,350,289.15  outstanding  as of the date
<PAGE>

hereof  (the  "Company  Debt").  The  Company  Debt shall be repaid in two equal
installments of $4,675,144.58,  without interest  thereon,  on each of the first
and second anniversaries of the Closing Date.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                         OF THE SELLER AND BE AEROSPACE

                  The  representations  of BE Aerospace  made as of February 25,
1999  contained in Sections 3.02 through 3.04,  3.06 through 3.10,  3.12 through
3.16 and 3.18 through 3.30 of the Initial  Purchase  Agreement are  incorporated
herein by reference, with effect as of such date. In addition, the Seller and BE
Aerospace, jointly and severally, represent and warrant as of the date hereof to
the Purchaser as follows:

                  SECTION 3.01. INCORPORATION AND AUTHORITY.  Each of the Seller
and BE Aerospace is a corporation  validly  existing and in good standing  under
the laws of the State of  Delaware  and has all  necessary  corporate  power and
authority to enter into this Agreement,  to carry out its obligations  hereunder
and to consummate the transactions  contemplated  hereby. Each of the Seller and
BE  Aerospace is duly  qualified to do business and is in good  standing in each
jurisdiction  in which the properties  owned or leased by it or the operation of
its business makes such qualification  necessary,  except to the extent that the
failure  to be so  qualified  would  not have a  Material  Adverse  Effect.  The
execution and delivery of this Agreement by each of the Seller and BE Aerospace,
the  performance  by each of the  Seller  and BE  Aerospace  of its  obligations
hereunder  and the  consummation  by each of the Seller and BE  Aerospace of the
transactions  contemplated  hereby have been duly  authorized  by all  requisite
action on the part of the Seller and BE Aerospace,  respectively. This Agreement
has been duly executed and delivered by each of the Seller and BE Aerospace, and
(assuming  due  authorization,  execution  and delivery by the  Purchaser)  this
Agreement  constitutes  a legal,  valid and  binding  obligation  of each of the
Seller and BE Aerospace  enforceable against each of the Seller and BE Aerospace
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).

                  SECTION 3.02. NO CONFLICT.  Assuming all consents,  approvals,
authorizations and other actions described in Section 3.03 of this Agreement and
Section  3.03 of the  Initial  Purchase  Agreement  have been  obtained  and all
filings and notifications  listed in Section 3.11 of the Disclosure  Schedule of
the Initial Purchase Agreement have been made, and except as may result from any
<PAGE>

facts or circumstances relating solely to the Purchaser, the execution, delivery
and  performance  of this  Agreement by each of the Seller and BE Aerospace does
not and  will not (a)  violate,  conflict  with or  result  in a  breach  of any
provision of the charter or by-laws (or similar organizational documents) of the
Seller  or BE  Aerospace  and,  to  the  best  knowledge  of the  Seller  and BE
Aerospace,  the Company or any subsidiary;  (b) conflict with or violate any Law
or Governmental  Order applicable to the Seller or BE Aerospace and, to the best
knowledge of the Seller and BE Aerospace, the Company or any subsidiary,  except
as would not,  individually  or in the  aggregate,  (i) have a material  adverse
effect on the ability of the Seller or BE Aerospace to consummate, or (ii) delay
the  consummation of, the  transactions  contemplated by this Agreement;  or (c)
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 the  Interests  pursuant to, any
note, bond, mortgage,  indenture,  contract,  agreement, lease, license, permit,
franchise or other  instrument to which the Seller or BE  Aerospace,  and to the
best  knowledge of BE Aerospace,  the Company or any subsidiary is a party or by
which any of such assets or properties is bound or affected,  including, without
limitation,  the indenture dated as of November 2, 1998 between BE Aerospace and
the Bank of New York, except as would not, individually or in the aggregate, (i)
(A) have a material  adverse effect on the ability of the Seller or BE Aerospace
to consummate,  or (B) delay the consummation of, the transactions  contemplated
by this Agreement, (ii) have a Material Adverse Effect or (iii) create any claim
against the Purchaser.

                  SECTION 3.03. CONSENTS, APPROVALS,  LICENSES, ETC. No consent,
approval, authorization,  license, order or permit of, or declaration, filing or
registration with, or notification to, any Governmental  Authority, or any other
Person,  is required to be made or  obtained  by the Seller or BE  Aerospace  in
connection  with the execution,  delivery and  performance of this Agreement and
the consummation of the transactions contemplated hereby, except: (i) applicable
requirements,  if any,  of the HSR Act;  (ii) where the  failure to obtain  such
consents, approvals, authorizations,  licenses, orders or permits of, or to make
such  declarations,   filings  or  registrations  or  notifications  would  not,
individually  or in the  aggregate,  prevent  the  Seller or BE  Aerospace  from
performing  its  obligations  under this Agreement and would not have a Material
Adverse  Effect;  and  (iii) as may be  necessary  as a result  of any  facts or
circumstances relating solely to the Purchaser.

                  SECTION  3.04.  MEMBERSHIP  INTERESTS  OF  THE  SELLER  IN THE
COMPANY. The Class Two Interests constitute 49% of the Interests in the Company.
The Interests have been duly authorized and validly  issued,  are fully paid and
nonassessable,  and were not issued in violation of or subject to any preemptive
rights.  The  Seller  owns  all  of  the  Interests,   free  and  clear  of  all
Encumbrances.  There are no voting trusts,  stockholder  agreements,  proxies or
other  similar such  agreements  or  arrangements  in effect with respect to the
voting or transfer of Interests,  other than the LLC Agreement.  The delivery to
<PAGE>

the Purchaser of the Interests pursuant to the provisions of this Agreement will
transfer to the Purchaser  good and valid title  thereto,  free and clear of all
Encumbrances  arising  through  the Seller,  the Former  Interest  Holders,  the
Company or their Affiliates.

                  SECTION 3.05. ABSENCE OF LITIGATION.  (a) There are no Actions
pending or, to the knowledge of the Seller and BE Aerospace,  threatened against
the Seller,  BE Aerospace or any of the assets or properties of the Seller or BE
Aerospace that, individually or in the aggregate,  would have a Material Adverse
Effect or would restrain or prevent the Seller or BE Aerospace from consummating
the transactions contemplated hereby or performing its obligations hereunder and
(b) none of the Seller,  BE Aerospace nor any  subsidiary  nor their  respective
assets and  properties  is subject to any  Governmental  Order having a Material
Adverse Effect or that would restrain or prevent the Seller or BE Aerospace from
consummating the transactions  contemplated hereby or performing its obligations
hereunder.

                  SECTION 3.06. BROKERS. No broker,  finder or investment banker
is entitled to any brokerage,  finder's or other fee or commission in connection
with the  transactions  contemplated  by this Agreement or the Initial  Purchase
Agreement  based  upon  arrangements  made by or on behalf of the  Seller or the
Former Interest Holders.

                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

                  The  Purchaser  represents  and warrants to the Seller and the
Former Interest Holders as follows:

                  SECTION 4.01.  INCORPORATION  AND AUTHORITY OF THE  PURCHASER.
The Purchaser is a corporation duly  incorporated,  validly existing and in good
standing  under  the  laws  of its  jurisdiction  of  incorporation  and has all
necessary  corporate power and authority to enter into this Agreement,  to carry
out its obligations  hereunder and to consummate the  transactions  contemplated
hereby.  The  execution  and delivery of this  Agreement by the  Purchaser,  the
performance by the Purchaser of its obligations  hereunder and the  consummation
by the  Purchaser of the  transactions  contemplated  hereby will have been duly
authorized by all requisite  corporate action on the part of the Purchaser prior
to the Closing Date.  This Agreement has been duly executed and delivered by the
Purchaser, and (assuming due authorization,  execution and delivery by the other
parties hereto) at the Closing Date will  constitute a legal,  valid and binding
obligation of the Purchaser 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).
<PAGE>

                  SECTION 4.02. NO CONFLICT. Except as may result from any facts
or  circumstances  relating solely to the other parties  hereto,  the execution,
delivery and  performance  of this  Agreement by the Purchaser does not and will
not: (a) conflict with or violate the  Certificate of  Incorporation  or By-laws
(or other similar  applicable  documents) of the  Purchaser,  the Company or any
subsidiary;  (b)  conflict  with  or  violate  any  Law  or  Governmental  Order
applicable to the Purchaser, the Company or any subsidiary, except as would not,
individually or in the aggregate,  have a material adverse effect on the ability
of the Purchaser to consummate,  or delay the  consummation of, the transactions
contemplated by this Agreement;  or (c) 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 Purchaser 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
Purchaser,  the  Company  or any  subsidiary  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 Purchaser
to consummate,  or delay the consummation  of, the transactions  contemplated by
this Agreement.

                  SECTION  4.03.  CONSENTS  AND  APPROVALS.  The  execution  and
delivery of this Agreement by the Purchaser do not, and the  performance of this
Agreement  by  the   Purchaser   will  not,   require  any  consent,   approval,
authorization  or other  action  by,  or filing  with or  notification  to,  any
governmental or regulatory  authority,  except (i) the  notification and waiting
period  requirements  of the HSR Act, (ii) where failure to obtain such consent,
approval, authorization or action, or to make such filing or notification, would
not  prevent  or  delay  the  Purchaser  from  performing  any of  its  material
obligations  under this  Agreement  and (iii) as may be necessary as a result of
any facts or circumstances relating solely to the other parties hereto.

                  SECTION 4.04. ABSENCE OF LITIGATION.  No Action is pending or,
to the knowledge of the Purchaser,  threatened against the Purchaser which seeks
to delay or prevent the consummation of the transactions  contemplated hereby or
which would be reasonably  likely materially and adversely to affect or restrict
the Purchaser's ability to consummate the transactions contemplated hereby or to
perform its obligations hereunder.

                  SECTION 4.05.  INVESTMENT PURPOSE.  The Purchaser is acquiring
the Class Two Interests solely for the purpose of investment and not with a view
to, or for offer or sale in connection with, any distribution thereof.
<PAGE>

                  SECTION 4.06. FINANCING. The Purchaser has all funds necessary
to consummate the transactions contemplated by this Agreement.

                  SECTION 4.07. BROKERS. No broker,  finder or investment banker
is entitled to any brokerage,  finder's or other fee or commission in connection
with the  transactions  contemplated by this Agreement  based upon  arrangements
made by or on behalf of the Purchaser.


                                    ARTICLE V

                              ADDITIONAL AGREEMENTS

                  SECTION 5.01. REGULATORY AND OTHER  AUTHORIZATIONS;  RELEASES;
CONSENTS.  (a) Each  party  hereto  shall use its best  efforts  to  obtain  all
authorizations,  consents,  orders,  permits,  licenses and approvals of, and to
give all notices to and make all filings with, all Governmental  Authorities and
other  third  parties  that may be or become  necessary  for its  execution  and
delivery of, and the performance of its obligations  pursuant to, this Agreement
and will  cooperate  fully with the other parties in promptly  seeking to obtain
all such authorizations,  consents,  orders and approvals,  giving such notices,
and making such filings.  Each party hereto agrees to make, or cause to be made,
an appropriate  filing of a Notification and Report Form pursuant to the HSR Act
with respect to the transactions contemplated hereby as promptly as practicable,
but in no event  later  than  September  15,  1999 and to  supply  promptly  any
additional  information and documentary  material that may be requested pursuant
to the HSR Act.  The parties  hereto agree not to take any action that will have
the effect of  unreasonably  delaying,  impairing or impeding the receipt of any
required authorizations, consents, orders or approvals.

                  (b)  Without   limiting   the   generality   of  the  parties'
undertakings  pursuant to Section 5.01(a),  each of the parties hereto shall use
all  reasonable  efforts to (i)  respond to any  inquiries  by any  Governmental
Authority  regarding antitrust or other matters with respect to the transactions
contemplated  by this  Agreement,  (ii) avoid the imposition of any order or the
taking of any action  that  would  restrain,  alter or enjoin  the  transactions
contemplated  by this  Agreement and (iii) in the event any  Governmental  Order
adversely  affecting the ability of the parties to consummate  the  transactions
contemplated by this Agreement has been issued, to have such Governmental  Order
vacated or lifted.

                  SECTION  5.02.  FURTHER  ACTION.  Subject  to  the  terms  and
conditions  herein provided,  each of the parties hereto covenants and agrees to
use its best  efforts to deliver or cause to be  delivered  such  documents  and
<PAGE>

other  papers  and to take or cause to be taken such  further  actions as may be
necessary,  proper or advisable  under  applicable  Laws to consummate  and make
effective the transactions contemplated hereby.

                  SECTION 5.03. CONVEYANCE TAXES. BE Aerospace and the Purchaser
agree that each shall pay one-half of all sales,  use,  transfer,  stamp,  stock
transfer, real property transfer or gains and similar taxes incurred as a result
of the sale of the Purchased Interest contemplated hereby.

                  SECTION  5.04.  REPORTS.  (a)  Within 60 days after the end of
each fiscal quarter of each  Adjustment  Year the Company shall prepare,  at its
expense,  and deliver to BE Aerospace a certificate  setting forth the Company's
Sales and Bookings for such fiscal quarter (each, a "Company Certificate").

                  (b) Within 60 days after the end of each Adjustment  Year, the
Company shall prepare, at its expense,  and deliver to BE Aerospace a reconciled
Company Certificate for such fiscal year.

                  (c) In the event that the Purchaser,  or any of its successors
or  assigns,  transfers  any SIFS  Product  Line to  another  entity  during  an
Adjustment  Year,  at the  times  set  forth  in  Sections  5.04(a)  and (b) the
Purchaser  shall prepare a pro forma  Company  Certificate  (each,  a "Pro Forma
Company  Certificate")  aggregating Sales and Bookings for all such SIFS Product
Lines, whether or not transferred, for each period set forth in Sections 5.04(a)
and (b).
                  (d)  The  Company   Certificate  and  the  Pro  Forma  Company
Certificate,  if any, delivered pursuant to Section 5.04(b) and (c) shall be the
basis of preparation of Adjustment Statements pursuant to Section 2.04(a).

                  SECTION 5.05.  NON-COMPETITION.  (a) The Seller and the Former
Interest  Holders  agree that,  from the date hereof  until the date three years
after  the  Closing  Date  or,  if  earlier,  the  date  of the  dissolution  or
liquidation  of the Company (or any  successor  thereto)  (the  "Non-Competition
Period"),  within any jurisdiction or marketing area in which the Company or any
of its Affiliates is doing business or is qualified to do business,  directly or
indirectly,  they shall not own, manage, operate, control, or participate in the
ownership,  management,  operation  or control of, or be connected in any manner
with any  manufacturer  of products,  including  systems,  equipment,  software,
services,  and support services related thereto,  for  entertainment,  passenger
information,  passenger  communication  and  monitoring  purposes used solely by
passengers  and cabin  crew on board  commercial  passenger  transport  aircraft
("In-Flight  Entertainment  Systems") (an  "In-Flight  Entertainment  Business")
other than the Company,  other than with respect to the current  business of the
Seller and the Former  Interest  Holders in connection with (i) the provision of
aircraft-specific   engineering  services  to  commercial  airlines,   (ii)  the
<PAGE>


installation in aircraft of systems  manufactured by third parties and (iii) the
servicing of such systems on an ongoing basis; provided,  that any of the Seller
and the Former Interest Holders may incorporate  goods and services  produced by
an  In-Flight  Entertainment  Business  other than the  Company in such  party's
products if customers of such party request it to do so; and provided,  further,
that nothing  contained  in this Section 5.05 shall  restrict or prohibit any of
the Seller and the Former Interest  Holders from providing repair or maintenance
service to Persons manufacturing,  selling or servicing In-Flight  Entertainment
Systems.

                  (b) Each of the Seller and the Former  Interest  Holders  also
agrees for the duration of the Non-Competition Period not to persuade or attempt
to  persuade  any  potential  customer  to  which  the  Company  or  any  of its
subsidiaries  has made a  presentation,  or with which the Company or any of its
subsidiaries  has  been  having  discussions,  not to hire the  Company  or such
subsidiary, or to hire another company.

                  (c) Each of the Seller and the Former  Interest  Holders  also
agrees for the duration of the Non-Competition  Period not to solicit for itself
or any Person other than the Company or any of its  subsidiaries the business of
any Person,  in  connection  with the sale of In-Flight  Entertainment  Systems,
which is a  customer,  supplier  or  distributor  of the  Company  or any of its
subsidiaries,  or was its  customer,  supplier or  distributor  within two years
prior to the date of this Agreement.

                  (d)  Each  of the  Seller  and  the  Former  Interest  Holders
acknowledges  that a breach  of its  covenants  contained  in  Sections  5.05(a)
through (c) may cause irreparable  damage to the Purchaser,  the exact amount of
which will be difficult to ascertain,  and that the remedies at law for any such
breach  will be  inadequate.  Accordingly,  each of the  Seller  and the  Former
Interest  Holders  agrees that if it breaches any of the covenants  contained in
Sections  5.05(a)  through  (c) in  addition  to any other  remedy  which may be
available  at law or in equity,  the  Purchaser  shall be  entitled  to specific
performance and injunctive relief.

                  (e) Each of the Seller and the Former Interest Holders further
acknowledges  that the time,  scope,  geographic  areas and other  provisions of
Section 5.05(a) have been  specifically  negotiated by sophisticated  commercial
parties  and  agree  that  all  such   provisions  are   reasonable   under  the
circumstances  of the activities  contemplated by this  Agreement.  In the event
that the  agreements  in Section  5.05(a)  shall be  determined  by any court of
competent  jurisdiction to be unenforceable by reason of their extending for too
great a period  of time or over too  great a  geographical  area or by reason of
their being too extensive in any other  respect,  they shall be  interpreted  to
extend  only over the maximum  period of time for which they may be  enforceable
and/or over the maximum  geographical  area as to which they may be  enforceable
and/or  to the  maximum  extent in all other  respects  as to which  they may be
enforceable, all as determined by such court in such action.
<PAGE>

                  SECTION 5.06. NO SOLICITATION OF EMPLOYEES. Each of the Seller
and the Former Interest Holders agrees that it shall not, during the period from
the date hereof until the Closing Date and, if the Closing occurs,  for a period
of four (4) years from February 25, 1999,  without the prior written  consent of
the Purchaser,  directly or indirectly,  solicit on a specific or targeted basis
for  employment  or employ  any  person  who is,  at the time of such  hiring or
solicitation,  an employee of the Company, provided that this Section 5.06 shall
not prohibit  any form of  employment  advertising  or prevent the hiring of any
individual  who  contacts  the  Seller  or  any  Former  Interest  Holder  after
terminating his or her employment  with the Company.  This Section 5.06 replaces
Section 5.07 of the Initial Purchase Agreement in its entirety.

                  SECTION 5.07.  TRANSITIONAL  SERVICES.  BE Aerospace agrees to
continue to provide  administrative  services to the Company in accordance  with
Section 5.09 of the Initial Purchase  Agreement for an additional 180 days after
the expiration of the period specified therein.

                  SECTION 5.08.  CONDUCT OF THE BUSINESS BY THE  PURCHASER.  (a)
The Purchaser agrees that from the date of this Agreement through the end of the
final  Adjustment  Year,  the  Company  will book  orders and  record  sales and
revenues of SIFS Product  Lines in accordance  with the current  practice of the
Company from  February 25, 1999  through the date hereof;  provided,  that if an
SIFS Product Line is transferred to another Person, the Company will secure from
such Person an  undertaking  to provide  the  Company a  statement  of Sales and
Bookings for such  transferred  SIFS Product Line for all  remaining  Adjustment
Years prepared in accordance with the then-current practice of the Company.

                  (b)  The  Purchaser  agrees  to  use  commercially  reasonable
efforts to maximize  Sales and  Bookings  during the period from the date hereof
until the end of the final  Adjustment Year;  provided,  that if an SIFS Product
Line is  transferred  to an Affiliate of the  Purchaser  prior to the end of the
final  Adjustment  Year,  the  Purchaser  will  secure  from such  Affiliate  an
undertaking  to use  commercially  reasonable  efforts to maximize the Sales and
Bookings of such  transferred  SIFS Product Line during the period from the date
of transfer  until the end of the final  Adjustment  Year. In the event that the
Company or any Affiliate of the Purchaser acquires or develops new Product Lines
after the date  hereof,  the  Purchaser  agrees to use  commercially  reasonable
efforts to ensure  that the  business  relating  to SIFS  Product  Lines will be
maintained and not be diverted to or disadvantaged by such subsequently acquired
or developed Product Lines.

                  SECTION  5.09.  ACCESS TO  INFORMATION.  From the date of this
Agreement through the second  anniversary of the Closing,  upon reasonable prior
notice,  the  Purchaser  shall,  and the  Purchaser  shall  cause the  officers,
employees,  auditors  and agents of the  Company  to,  (a) afford the  officers,
<PAGE>

employees and authorized agents and  representatives of BE Aerospace  reasonable
access,  during normal business hours, to the financial Books and Records of the
Company to the extent that such  financial  Books and Records relate to a period
prior to the Closing Date and (b) furnish to the officers, employees, agents and
representatives of BE Aerospace, at the expense of BE Aerospace, such additional
existing  financial  and  operating  data and other  information  regarding  the
assets,  properties,  goodwill  and  business of the Company with respect to Tax
matters for all fiscal years of the Company  through  1999 as BE  Aerospace  may
from time to time reasonably request; provided, however, that BE Aerospace shall
have  reasonable  access to information as outlined above at any time after such
two-year period if such access is necessary to enable BE Aerospace to respond to
audits and  inquiries  of any taxing  authority  and  provided,  further that BE
Aerospace  shall  not  unreasonably  interfere  with  any of the  businesses  or
operations of the Company.

                  SECTION 5.10. CONFIDENTIALITY. (a) Any information relating to
the business,  operations, and finances of any party hereto or the Company which
are proprietary  to, or considered  proprietary by, such party or the Company is
hereinafter  referred  to  as  "Confidential   Information".   All  Confidential
Information in tangible form (plans, writings,  drawings,  computer software and
programs,  etc.) or provided  to or  conveyed  orally or visually to a receiving
party,  shall be  presumed  to be  proprietary  at the time of  delivery  to the
receiving  party.  All such  proprietary  information  shall be protected by the
receiving  party  from  disclosure  with the same  degree of care with which the
receiving party protects its own Confidential Information from disclosure.  Each
party hereto agrees:  (i) not to disclose such  Confidential  Information to any
Person except to those of its employees or representatives who need to know such
Confidential  Information  in connection  with the  performance  of such party's
obligations  hereunder  and who have agreed to maintain the  confidentiality  of
such Confidential  Information;  and (ii) neither it nor any of its employees or
representatives will use the Confidential Information for any purpose other than
the  performance  of such  party's  obligations  hereunder;  provided  that such
restrictions shall not apply if such Confidential Information:

                  (x)  is or hereafter becomes public, unless such publication
          is a breach of this Agreement;

                  (y)  was already in the receiving party's possession prior
          to any disclosure of the Confidential Information to the receiving
          party by the divulging party; or

                  (z)  has been or is hereafter obtained by the receiving party
         from a third party and the receiving party is not aware that such third
         party is bound by any confidentiality obligation to the divulging party
         with respect to the Confidential Information;
<PAGE>

provided  further  that  nothing  herein  shall  prevent  any party  hereto from
disclosing  any portion of such  Confidential  Information  pursuant to judicial
order, but only to the extent of such order and after  reasonable  notice to the
original divulging party.

                  (b)  TERMINATION.  The  obligations  contained in this Section
5.10 shall terminate two years after the final
Adjustment Year.

                  SECTION  5.11.  Governance.  The Seller agrees that during the
period from the date hereof through the earlier to occur of the Closing Date and
the termination of this Agreement  pursuant to Section 8.01, the Seller's rights
with respect to the  governance of the Company  contained in Section  10.6.1 and
10.7 of the LLC Agreement shall be suspended and the Purchaser shall be entitled
to take any actions  set forth in Section  10.6.1  without  the  approval of the
Seller;  provided  that the Seller  shall  retain its rights with respect to the
following  items  contained in Schedule  10.6.1 of the LLC Agreement:  (a), (c),
(h)(to the extent that such investment  exceeds  $500,000),  (l), (o), (p), (r),
(s),  (t) and the  making  of any  modifications  to the  items  listed  in this
proviso.

                  SECTION  5.12.  GUARANTEE  OF BE  AEROSPACE.  (a) BE Aerospace
hereby  unconditionally and irrevocably  guarantees the punctual performance and
payment when due of all obligations, amounts and other liabilities of the Seller
now or  hereafter  existing  under this  Agreement,  the LLC  Agreement  and the
Assignment  and  Assumption  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
Purchaser in successfully  enforcing any rights under this Section 5.12. Without
limiting the generality of the foregoing,  BE  Aerospace's  liability  hereunder
shall  extend  to all  amounts  and  obligations  that  constitute  part  of the
Guaranteed  Obligations and would be owed by the Seller under this 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 Seller or any Former  Interest Holder or any breach or failure to perform of
the Seller or any Former  Interest  Holder under the  Assignment  and Assumption
Agreement.

                  (b) BE Aerospace  guarantees  that the Guaranteed  Obligations
will be paid  or  performed  strictly  in  accordance  with  the  terms  of this
Agreement,  the LLC Agreement or the Assignment and Assumption Agreement, as the
case may be,  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
Purchaser  with respect  thereto.  The  obligations  of BE Aerospace  under this
Section  5.12  are  independent  of the  Guaranteed  Obligations  or  any  other
obligations of BE Aerospace pursuant to this Agreement, and a separate action or
actions may be brought  and  prosecuted  against BE  Aerospace  to enforce  this
Section 5.12,  irrespective  of whether any action is brought against the Seller
or whether the Seller is joined in any such action or actions.  The liability of
<PAGE>

BE  Aerospace  under  this  Section  5.12  shall be  irrevocable,  absolute  and
unconditional  irrespective of, and BE Aerospace hereby  irrevocably  waives any
defenses it may now or hereafter  have in any way relating to, any or all of the
following:

                  (i) any lack of validity or  enforceability of this Agreement,
         the Assignment and Assumption  Agreement or any agreement or instrument
         relating  thereto  arising  from the  failure of the Seller to properly
         authorize,  execute and deliver this  Agreement or the  Assignment  and
         Assumption Agreement;

                  (ii) 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 Seller under this Agreement or any agreement
         or instrument  relating thereto, or any other amendment or waiver of or
         any consent to departure from this Agreement;

                  (iii)  any  change,   restructuring   or  termination  of  the
         corporate  structure or existence of the Seller,  the Company or any of
         their respective subsidiaries; or

                  (iv) any failure of the  Purchaser to disclose to BE Aerospace
         any  information  relating  to  the  financial  condition,  operations,
         properties or prospects of the Company or any of its  subsidiaries  now
         or in the future known to the Purchaser (BE Aerospace  waiving any duty
         on the part of the Purchaser to disclose such information).

This Section 5.12 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  Purchaser or any other Person
upon the  insolvency,  bankruptcy or  reorganization  of the Seller,  any Former
Interest Holder or the Company or otherwise,  all as though such payment had not
been made.

                  (c) (i) BE  Aerospace  hereby  waives  promptness,  diligence,
notice of acceptance  and any other notice with respect to any of the Guaranteed
Obligations and this Section 5.12 and any requirement that the Purchaser exhaust
any right,  pursue any remedy or take any action against the Seller,  any Former
Interest Holder or any other Person.

                  (ii) BE  Aerospace  hereby  waives  any right to  revoke  this
Section 5.12,  and  acknowledges  that this Section 5.12 is continuing in nature
and  applies  to all  Guaranteed  Obligations,  whether  existing  now or in the
future.

                  SECTION 5.13.  ASSUMPTION OF BE AEROSPACE  OBLIGATIONS.  As of
the Closing Date,  the Purchaser  shall assume all  obligations  of BE Aerospace
with respect to providing guarantees of SIFS obligations, including with respect
to LiveTV,  and any  indemnities by BE Aerospace with respect to any obligations
of SIFS  post-Closing  contained  in any of the  Material  Contracts  listed  on
<PAGE>


Sections 3.13(b) and 3.16(a) of the Disclosure  Schedule to the Initial Purchase
Agreement ("SIFS Guarantees"); provided, that nothing in this Section 5.13 shall
affect the  indemnification  obligations of BE Aerospace to SIFS with respect to
any Material  Contracts to which BE Aerospace or any Affiliate  thereof and SIFS
are the only  parties.  The  Purchaser  shall use its best  efforts to assist in
securing the consent to the assignment to it of all SIFS  Guarantees and, in the
event that consent to the  assignment  of any SIFS  Guarantee is not received by
the  Purchaser,  to indemnify  BE Aerospace  for the full amount of any payments
under any SIFS Guarantee for liabilities arising after the Closing Date.


                                   ARTICLE VI

                              CONDITIONS TO CLOSING

                  SECTION 6.01.  Conditions to Obligations of the Seller and the
Former Interest  Holders.  The obligations of the Seller and the Former Interest
Holders to consummate the  transactions  contemplated by this Agreement shall be
subject to the fulfillment or waiver, at or prior to the Closing, of each of the
following conditions:

                  (a)  REPRESENTATIONS  AND  WARRANTIES;   COVENANTS.   (i)  The
         representations  and  warranties  of the  Purchaser  contained  in this
         Agreement shall be true and correct in all material  respects as of the
         Closing,  with the same force and  effect as if made as of the  Closing
         Date, other than such  representations and warranties as are made as of
         another  date,  which  shall  be  true  and  correct  as of  such  date
         (provided,  however,  that  if any  portion  of any  representation  or
         warranty  is  already   qualified  by  materiality,   for  purposes  of
         determining  whether  this  Section  6.01(a)  has been  satisfied  with
         respect  to such  portion  of such  representation  or  warranty,  such
         portion of such representation or warranty as so qualified must be true
         and  correct  in all  respects),  (ii)  the  covenants  and  agreements
         contained in this  Agreement to be complied with by the Purchaser at or
         prior to the  Closing  shall have been  complied  with in all  material
         respects;  and (iii) the Seller and the Former  Interest  Holders shall
         have  received a  certificate  of the  Purchaser  as to the matters set
         forth in clauses (i) and (ii) above signed by a duly authorized officer
         of the Purchaser.

                  (b) HSR ACT. Any waiting  period (and any  extension  thereof)
         under the HSR Act applicable to the purchase of the Purchased  Interest
         contemplated hereby shall have expired or shall have been terminated.

                  (c) NO ORDER.  No  Governmental  Authority shall have enacted,
         issued,  promulgated,  enforced or entered any Governmental Order which
         is in effect and has the effect of making the transactions contemplated
         by this Agreement illegal or otherwise prohibiting consummation of such
         transactions.
<PAGE>

                  (d)  GUARANTY.  The Guarantor or, if the Board of Directors of
         the Guarantor has not had the opportunity to approve the Guaranty prior
         to such date,  ATEV,  shall have  executed and  delivered  the Guaranty
         substantially in the form of Exhibit 6.01(d) hereto.

                  (e) STATEMENT OF SALES AND BOOKINGS.  The Purchaser shall have
         delivered a statement  of the Sales and Bookings of the Company for the
         period from March 1, 1999 through June 30, 1999.

                  SECTION 6.02. CONDITIONS TO OBLIGATIONS OF THE PURCHASER.  The
obligations of the Purchaser to consummate the transactions contemplated by this
Agreement  shall be subject  to the  fulfillment  or waiver,  at or prior to the
Closing, of each of the following conditions:

                  (a)  REPRESENTATIONS  AND  WARRANTIES;   COVENANTS.   (i)  The
         representations and warranties of the Seller and BE Aerospace contained
         in this Agreement shall be true and correct in all material respects as
         of the  Closing,  with the same  force and  effect as if made as of the
         Closing Date,  other than such  representations  and  warranties as are
         made as of another  date,  which  shall be true and  correct as of such
         date (provided,  however,  that if any portion of any representation or
         warranty  is  already   qualified  by  materiality,   for  purposes  of
         determining  whether  this  Section  6.02(a)  has been  satisfied  with
         respect  to such  portion  of such  representation  or  warranty,  such
         portion of such representation or warranty as so qualified must be true
         and  correct  in all  respects);  (ii)  the  covenants  and  agreements
         contained in this  Agreement to be complied  with by the Seller and the
         Former  Interest  Holders  at or prior to the  Closing  shall have been
         complied with in all material  respects;  and (iii) the Purchaser shall
         have received a  certificate  of each of the Seller and BE Aerospace as
         to the  matters  set forth in clauses  (i) and (ii) above  signed by an
         officer of each such party.

                  (b) HSR ACT. Any waiting  period (and any  extension  thereof)
         under the HSR Act applicable to the purchase of the Purchased  Interest
         contemplated hereby shall have expired or shall have been terminated.

                  (c) NO ORDER.  No  Governmental  Authority shall have enacted,
         issued, promulgated, enforced or entered any statute, rule, regulation,
         injunction or other  Governmental  Order which is in effect and has the
         effect  of  making  the  transactions  contemplated  by this  Agreement
         illegal or otherwise prohibiting consummation of such transactions.
<PAGE>


                                   ARTICLE VII

                                 INDEMNIFICATION

                  SECTION 7.01. SURVIVAL.  The provisions of Article VIII of the
Initial Purchase Agreement remain in full force and effect. In addition, subject
to the limitations and other provisions of this Agreement,  the representations,
warranties,  covenants and  agreements of the parties  hereto  contained  herein
shall survive the Closing and shall remain in full force and effect,  regardless
of any  investigation  made by or on behalf of the Seller,  the Former  Interest
Holders  or  the  Purchaser,  (a)  as  to  the  representations  and  warranties
incorporated  herein by reference,  for the periods set forth in Section 8.01 of
the  Initial  Purchase  Agreement  and  (b)  as to  the  other  representations,
warranties,  covenants and agreements set forth herein,  for a period  extending
from the  Closing  Date until the  earlier of March 31, 2000 and the date of the
completion  by the  Company's  auditors  of the audit for the fiscal year ending
December 31,  1999;  provided,  however,  that the covenant set forth in Section
5.03 hereof shall survive  until the  expiration  of the  applicable  statute of
limitations  for the Tax in question,  the  representations  and  warranties set
forth in the last  sentence  of Section  3.04  hereof  shall  survive  until the
expiration  of the  applicable  statute of  limitations;  and the  covenants and
agreements set forth in Sections 2.04,  Article V (with the exception of Section
5.03),  Articles VII and IX hereof shall remain in full force and effect for the
applicable  periods  specified in the respective  Sections or Articles or, if no
such period is  specified,  until the  expiration of the  applicable  statute of
limitations.

                  SECTION  7.02.  INDEMNIFICATION  BY  THE  PURCHASER.  (a)  The
Purchaser  agrees,  subject to the other terms and  conditions of this Agreement
and on an after Tax basis,  to indemnify each Seller  Indemnified  Party against
and hold each Seller  Indemnified  Party harmless from all Losses arising out of
(i) the breach of any representation or warranty contained in Article IV hereof,
(ii) the breach of any covenant or agreement of the  Purchaser  herein and (iii)
the conduct of the business of SIFS after the Closing Date.  Anything in Section
7.01 hereof to the  contrary  notwithstanding,  no claim may be asserted nor may
any action be commenced against the Purchaser for breach of any  representation,
warranty,  covenant or agreement contained herein, unless written notice of such
claim or action is received by the Purchaser  describing in detail the facts and
circumstances  with respect to the subject  matter of such claim or action on or
prior to the date on which the representation,  warranty,  covenant or agreement
on which such claim or action is based ceases to survive as set forth in Section
7.01 hereof,  irrespective of whether the subject matter of such claim or action
shall have occurred before or after such date.

                  (b) The indemnification  obligations of the Purchaser pursuant
to  Sections  7.02(a)(i)  and  (iii)  hereof  shall not be  effective  until the
aggregate  dollar  amount of all Losses which would  otherwise be  indemnifiable
pursuant to Sections  7.02(a)(i)  and (iii) hereof and to Section  8.02(a)(i) of
<PAGE>

the Initial Purchase  Agreement  exceeds the Purchaser's  Threshold  Amount,  in
which event such claims shall be indemnifiable from the first dollar thereof. In
addition,  no  claim  may be made  against  the  Purchaser  for  indemnification
pursuant to Sections  7.02(a)(i) and (iii) hereof with respect to any individual
item (or aggregation of similar items) of Loss, unless such item (or aggregation
of similar items) exceeds  $10,000,  nor shall any such item (or  aggregation of
similar items) which does not exceed $10,000 be applied to or considered part of
the  Purchaser's  Threshold  Amount.  The  indemnification  obligations  of  the
Purchaser  pursuant to Sections  7.02(a)(i)  and (iii) hereof shall be effective
only until the dollar amount paid in respect of all Losses  indemnified  against
under  Sections  7.02(a)(i)  and (iii) hereof and to Section  8.02(a)(i)  of the
Initial Purchase Agreement aggregates to an amount equal to $15,000,000. For the
purposes of this Section  7.02(b),  in computing  such  individual  or aggregate
amounts of claims,  the amount of each claim shall be deemed to be an amount (i)
net of any Tax benefit actually realized by the Seller  Indemnified Party making
such  claim on or prior to the date of an  indemnification  payment  under  this
Section  7.02  and  (ii)  net of  any  insurance  proceeds  and  any  indemnity,
contribution  or  other  similar  payment  actually   recovered  by  the  Seller
Indemnified  Party making such claim from any third party with  respect  thereto
(on an after Tax basis).

                  (c) Payments by the Purchaser to any Seller  Indemnified Party
pursuant to Section  7.02(a) hereof shall be limited to the amount of any Losses
that remains after deducting  therefrom (i) any Tax benefit actually realized by
such  Seller  Indemnified  Party on or  prior to the date of an  indemnification
payment  under  this  Section  7.02  and  (ii) any  insurance  proceeds  and any
indemnity,  contribution  or other similar  payment  actually  recovered by such
Seller  Indemnified Party from any third party with respect thereto (on an after
Tax  basis).  If a payment is made by the  Purchaser  to any Seller  Indemnified
Party in accordance with this Section 7.02, and if a Tax benefit subsequently is
actually  realized by such Seller  Indemnified  Party or any  Affiliate  of such
Seller  Indemnified  Party (that was not previously taken into account to reduce
an amount otherwise  payable by the Purchaser to such Seller  Indemnified  Party
under this Section 7.02),  such Seller  Indemnified  Party shall promptly pay to
the Purchaser at the time of such  realization the amount of such Tax benefit to
the extent that such amount would have  resulted in a reduction in an obligation
of the Purchaser  under Section 7.02 hereof if the Tax benefit had been obtained
at the time that such obligation was satisfied.

                  SECTION 7.03.  INDEMNIFICATION BY THE SELLER AND BE AEROSPACE.
(a) The Seller and BE Aerospace agree, subject to the other terms and conditions
of this Agreement and on an after Tax basis,  jointly and severally to indemnify
each Purchaser  Indemnified  Party against and hold each  Purchaser  Indemnified
Party   harmless  from  all  Losses  arising  out  of  (i)  the  breach  of  any
representation  or warranty of the Seller or BE  Aerospace  contained in Article
III,  (ii) the  breach  by the  Seller or any  Former  Interest  Holders  of any
covenant or agreement of the Seller or such Former  Interest  Holders  contained
<PAGE>


herein,  (iii) the actions  taken by the Company  prior to February 25, 1999 and
described in Section  3.20 of the  Disclosure  Schedule of the Initial  Purchase
Agreement  and (iv) Taxes imposed on or with respect to the income,  assets,  or
operations of the Company and its  subsidiaries for taxable periods (or portions
thereof)  ending on or prior to February  25, 1999 to the extent such Taxes were
required to have been paid to the appropriate taxing authority prior to February
25, 1999.  Anything in Section 7.01 hereof to the contrary  notwithstanding,  no
claim  may be  asserted  nor any  action  commenced  against  the  Seller  or BE
Aerospace  for breach of any  representation,  warranty,  covenant or  agreement
contained  herein,  unless written notice of such claim or action is received by
BE Aerospace  describing in detail the facts and  circumstances  with respect to
the subject  matter of such claim or action within thirty days after the date on
which the representation, warranty, covenant or agreement on which such claim or
action  is based  ceases  to  survive  as set  forth  in  Section  7.01  hereof,
irrespective  of whether the subject  matter of such claim or action  shall have
occurred before or after such date.

                  (b)  The  indemnification  obligations  of the  Seller  and BE
Aerospace pursuant to Section 7.03(a)(i) hereof shall not be effective until the
aggregate  dollar  amount of all Losses which would  otherwise be  indemnifiable
pursuant to Section  7.03(a)(i) hereof and to Section  8.03(a)(i) of the Initial
Purchase  Agreement  exceeds the Seller's  Threshold Amount, in which event such
claims shall be  indemnifiable  from the first dollar thereof.  In addition,  no
claim  may be made  against  the  Seller  or BE  Aerospace  for  indemnification
pursuant to Section  7.03(a)(i)  hereof with respect to any  individual  item of
Loss (or  aggregation  of similar  items),  unless such item (or  aggregation of
similar  items)  exceeds  $10,000,  nor shall any such item (or  aggregation  of
similar items) which does not exceed $10,000 be applied to or considered part of
the Seller's Threshold Amount. The indemnification obligations of the Seller and
BE Aerospace pursuant to Section 7.03(a)(i) hereof shall be effective only until
the dollar  amount paid by the Seller or BE  Aerospace  in respect of all Losses
indemnified  against under Section  7.03(a)(i)  hereof  together with the dollar
amount paid by BE Aerospace  under Section  8.03(a)(i)  of the Initial  Purchase
Agreement aggregates to an amount equal to $15,000,000,  provided, however, that
with respect to claims relating to the representations and warranties  contained
in the last  sentence  of  Section  3.04  hereof and the  covenant  set forth in
Section 5.03 only, the indemnification  obligations shall be effective until the
dollar amount paid in respect of all Losses aggregates to an amount equal to the
Fixed  Purchase  Price  plus the  Contingent  Purchase  Price,  if any.  For the
purposes of this Section  7.03(b),  in computing  such  individual  or aggregate
amounts of claims,  the amount of each claim shall be deemed to be an amount (i)
net of any  Tax  benefit  actually  realized  on or  prior  to  the  date  of an
indemnification  payment under this Section 7.03,  and (ii) net of any insurance
proceeds and any  indemnity,  contribution  or other  similar  payment  actually
recovered by any Purchaser  Indemnified  Party from any third party with respect
thereto (on an after Tax basis).

                  (c) Payments by the Seller or BE Aerospace pursuant to Section
7.03(a)  hereof shall be limited to the amount of any Losses that remains  after
deducting  therefrom  (i) any Tax benefit  actually  realized on or prior to the
<PAGE>


date of an  indemnification  payment under this Section 7.03, by such  Purchaser
Indemnified   Party  and  (ii)  any  insurance   proceeds  and  any   indemnity,
contribution  or other  similar  payment  actually  recovered  by any  Purchaser
Indemnified  Party from any third  party with  respect  thereto (on an after Tax
basis).  If a payment is made by the Seller or BE Aerospace in  accordance  with
this Section 7.03,  and if a Tax benefit  subsequently  is actually  realized by
such Purchaser  Indemnified Party or any Affiliate of any Purchaser  Indemnified
Party (that was not previously  taken into account to reduce an amount otherwise
payable by the Seller and BE Aerospace to such Purchaser Indemnified Party under
this  Section  7.03),  the  Purchaser  shall  promptly  pay to the  Seller or BE
Aerospace,  as the case may be, at the time of such  realization,  the amount of
such Tax  benefit to the  extent  that such  amount  would  have  resulted  in a
reduction in an  obligation  of the Seller and BE  Aerospace  under this Section
7.03 if the Tax benefit had been obtained at the time that such  obligation  was
satisfied.

                  SECTION  7.04.   INDEMNIFICATION   PROCEDURES.  (a)  A  Seller
Indemnified  Party or a  Purchaser  Indemnified  Party,  as the case may be (for
purposes  of  this  Section  7.04,  an  "Indemnified  Party"),  shall  give  the
indemnifying  party  under  Section  7.02 or 7.03  hereof,  as  applicable  (for
purposes of this Section 7.04, an "Indemnifying  Party"),  prompt written notice
of any claim,  assertion,  event or proceeding by or in respect of a third party
as to which it may request indemnification hereunder or as to which the Seller's
Threshold  Amount or the Purchaser's  Threshold  Amount,  as applicable,  may be
applied as soon as is  practicable  and in any event  within 45 days of the time
that  such  Indemnified  Party  learns  of  such  claim,  assertion,   event  or
proceeding; provided, that the failure to so notify the Indemnifying Party shall
not affect  rights to  indemnification  hereunder  except to the extent that the
Indemnifying  Party is actually  prejudiced  by such failure.  The  Indemnifying
Party shall have the right to direct,  through counsel of its own choosing,  the
defense  or  settlement  of any such  claim or  proceeding  at its own  expense;
provided,  however,  that the  Indemnifying  Party shall not,  without the prior
written  consent  of  the   Indemnified   Party  (which  consent  shall  not  be
unreasonably  withheld),  enter into any settlement or otherwise  compromise any
such claim or proceeding  that relates to Taxes if such settlement or compromise
may adversely affect the Tax liability of the Indemnified  Party or the Company,
or any  Affiliate  of either of the  foregoing,  for any  taxable  period.  With
respect to such claims or proceedings  relating to Taxes, the Indemnifying Party
shall  allow the  Indemnified  Party to  reasonably  request  updates  regarding
developments that may be relevant to the Taxes of the Company or the Indemnified
Party, and shall allow the Indemnified  Party to provide comments  regarding the
direction of such claim or proceeding (which comments,  subject to the foregoing
consent   requirements   with  respect  to  settlements  or   compromises,   the
Indemnifying Party will be free to accept or reject in its sole discretion).  If
<PAGE>

the  Indemnifying  Party  elects  to assume  the  defense  of any such  claim or
proceeding,  the Indemnified Party may participate in such defense,  but in such
case the expenses of such  Indemnified  Party shall be paid by such  Indemnified
Party. Such Indemnified  Party shall provide the Indemnifying  Party with access
to its records and  personnel  relating to any such claim,  assertion,  event or
proceeding  during normal business hours and shall otherwise  cooperate with the
Indemnifying  Party in the defense or settlement  thereof,  and the Indemnifying
Party  shall   reimburse   such   Indemnified   Party  for  all  its  reasonable
out-of-pocket expenses in connection therewith. If the Indemnifying Party elects
to direct the defense of any such claim or proceeding,  such  Indemnified  Party
shall not pay,  or permit  to be paid,  any part of any claim or demand  arising
from such asserted liability,  unless the Indemnifying Party consents in writing
to such payment or unless the Indemnifying  Party,  subject to the last sentence
of this Section 7.04(a),  withdraws from the defense of such asserted liability,
or unless a final  judgment from which no appeal may be taken by or on behalf of
the  Indemnifying  Party is  entered  against  such  Indemnified  Party for such
liability.  If the Indemnifying Party shall fail to defend against such claim or
proceeding,  or if,  after  commencing  or  undertaking  any such  defense,  the
Indemnifying  Party fails to  prosecute  or withdraws  from such  defense,  such
Indemnified  Party shall have the right to undertake  the defense or  settlement
thereof, at the Indemnifying  Party's expense. If such Indemnified Party assumes
the defense of any such claim or proceeding pursuant to this Section 7.04(a) and
proposes to settle such claim or proceeding prior to a final judgment thereon or
to forego appeal with respect thereto,  then such  Indemnified  Party shall give
the Indemnifying  Party prompt written notice thereof and the Indemnifying Party
shall have the right to  participate in the settlement or assume or reassume the
defense of such claim or proceeding.

                  (b) Each party hereto hereby acknowledges and agrees that from
and after the Closing, its sole and exclusive remedy with respect to any and all
claims relating to the representations  and warranties  contained in Article III
and Article IV and the  covenants  contained  in this  Agreement to be performed
prior to the Closing  shall be pursuant to the  indemnification  provisions  set
forth in this Article VII. In furtherance  of the  foregoing,  each party hereto
hereby waives, to the fullest extent permitted under applicable law, any and all
other  rights,  claims  and  causes of  action  it may have,  from and after the
Closing, against the other parties hereto or its officers, directors, employees,
agents, representatives and Affiliates relating thereto.

                  (c) Except as set forth in this Agreement,  the parties hereto
are not making any representation,  warranty, covenant or agreement with respect
to the  matters  contained  herein.  Notwithstanding  anything  to the  contrary
contained in this Agreement, no breach of any representation, warranty, covenant
or  agreement  contained  herein shall give rise to any right on the part of any
party hereto,  after the  consummation of the purchase and sale of the Purchased
Interest contemplated by this Agreement, to rescind this Agreement or any of the
transactions contemplated hereby.

                  (d) Notwithstanding anything to the contrary contained in this
Agreement,  no party hereto shall have any liability under any provision of this
Agreement  for, and in no event shall the  Purchaser's  Threshold  Amount or the
Seller's  Threshold Amount, as the case may be, be applied to, any consequential
damages.  Each party  hereto  shall take all  reasonable  steps to mitigate  its
Losses upon and after  becoming  aware of any event which  could  reasonably  be
expected to give rise to any Losses.
<PAGE>

                  (e) For  purposes  of  Sections  7.02 and 7.03  hereof,  a Tax
benefit shall be  considered  realized in the taxable year in which the Taxes of
an  Indemnified  Party are reduced as a result of any deduction,  loss,  credit,
allowance  or  similar  item  that  relates  to a claim or  action  for which an
indemnification  payment was made by an Indemnifying  Party under this Agreement
(it being  understood that no Indemnifying  Party shall forgo any Tax Benefit to
which it is  properly  entitled).  Prior to the  time  that any  indemnification
payment is made under this Article VII, and thereafter on a quarterly  basis (on
January  15,  April 15,  July 15 and  October  15 of each  calendar  year),  the
Indemnified Party shall provide the Indemnifying  Party with a certificate of an
internationally-recognized   independent  accounting  firm,  signed  by  a  duly
authorized  member of such firm and providing such firm's  determination  of the
amount that may be taken into account under Sections 7.02 or 7.03 hereof, as the
case may be, as the Tax  benefits  of the  Indemnified  Party that are  actually
realized;  it  being  understood  that  if the  foregoing  certificate  is to be
provided  by the  Purchaser,  such  certificate  shall be  provided  by Mazars &
Guerard or such other  internationally-recognized  independent  accounting  firm
chosen by the Purchaser, and if such certificate is to be provided by the Seller
or BE Aerospace, such certificate shall be provided by Deloitte & Touche, LLP or
such other  internationally-recognized  independent accounting firm chosen by BE
Aerospace;  provided,  however,  that if the  Indemnifying  Party objects to the
determination set forth in the certificate,  the matter shall be submitted to an
internationally-recognized  independent  accounting firm mutually  acceptable to
the parties,  whose  determination of the Tax benefits  actually  realized by an
Indemnified  Party shall be final and  binding  (and whose fees shall be paid by
the Indemnifying  Party); it being further understood that the Indemnified Party
shall  not be  obligated  to  disclose  and no  accounting  firm  providing  the
above-described  certificate  shall  disclose  to  the  Indemnifying  Party  any
information relating to the income or operations of the Indemnified Party or its
Affiliates or any other information  relating to any Returns of such Indemnified
Party.

                                  ARTICLE VIII

                        TERMINATION, AMENDMENT AND WAIVER

                  SECTION 8.01. TERMINATION. This Agreement may be terminated at
any time prior to the Closing:

                  (a) by the mutual written consent of BE Aerospace and the
          Purchaser;

                  (b) by BE  Aerospace  or the  Purchaser,  if any  Governmental
         Authority  with  jurisdiction  over such  matters  shall have  issued a
         Governmental Order restraining,  enjoining or otherwise prohibiting the
<PAGE>


         sale of the Purchased Interest hereunder and such order, decree, ruling
         or other  action shall have become  final and  unappealable;  provided,
         that the  provisions of this Section  8.01(b) shall not be available to
         any party unless such party shall have  complied  with its  obligations
         under  Section  5.01 or  otherwise  used its best efforts to oppose any
         such Governmental  Order or to have such Governmental  Order vacated or
         made  inapplicable to the transactions  contemplated by this Agreement;
         or

                  (c) by BE Aerospace or the Purchaser, if the Closing shall not
         have occurred on or prior to December 31, 1999; provided, however, that
         the right to terminate this Agreement  under this Section 8.01(c) shall
         not be available to any party whose  failure to fulfill any  obligation
         under  this  Agreement  shall  have been the  cause  of, or shall  have
         resulted in, the failure of the Closing to occur prior to such date.

                  SECTION  8.02.   EFFECT  OF  TERMINATION.   In  the  event  of
termination of this Agreement as provided in Section 8.01,  this Agreement shall
forthwith  become void and there shall be no  liability on the part of any party
hereto except that nothing herein shall relieve any party from liability for any
willful breach hereof.

                  SECTION 8.03.  WAIVER.  At any time prior to the Closing,  any
party  hereto  may  (a)  extend  the  time  for  the  performance  of any of the
obligations or other acts of another party hereto, (b) waive any inaccuracies in
the  representations and warranties made to such party herein or in any document
<PAGE>


delivered  pursuant hereto or (c) waive compliance with any of the agreements or
conditions contained herein. Any such extension or waiver shall be valid only if
set forth in an instrument in writing signed by the party to be bound thereby.



                                   ARTICLE IX

                               GENERAL PROVISIONS

                  SECTION 9.01.  EXPENSES.  Except as otherwise provided in this
Agreement,  all costs and  expenses,  including,  without  limitation,  fees and
disbursements  of  counsel,  financial  advisors  and  accountants,  incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses,  whether or not the Closing
shall have occurred.

                  SECTION 9.02. NOTICES. All notices,  requests, claims, demands
and other  communications  hereunder  shall be in writing  and shall be given or
made (and  shall be deemed to have  been  duly  given or made upon  receipt)  by
delivery in person, by courier service, by cable, by telecopy,  by telegram,  by
telex or by  registered  or certified  mail  (postage  prepaid,  return  receipt
requested)  to the  respective  parties at the  following  addresses (or at such
other  address for a party as shall be specified in a notice given in accordance
with this Section 9.02):

                  (a)      if to the Seller and the Former Interest Holders:

                           BE Aerospace, Inc.
                           1400 Corporate Center Way
                           Wellington, FL 33414
                           Attention:    Thomas P. McCaffrey
                                            Corporate Senior Vice President
                                            of Administration and Chief
                                            Financial Officer

                                         Edmund J. Moriarty
                                            Corporate Vice President
                                            and General Counsel

                           Telecopier:   (561) 791-3966

                           with a copy to:

                           Shearman & Sterling
                           599 Lexington Avenue
<PAGE>


                           New York, New York  10022
                           Attention:    Alfred J. Ross, Esq.
                           Telecopier:   (212) 848-7179

                  (b)      if to the Purchaser:

                           Thomson-CSF Sextant, Inc.
                           1924 NW 84th Avenue
                           Miami, Florida 33126
                           Attention:    Franck Hebert
                                            President
                           Telecopier:   (305) 597-6366

                           with a copy to:

                           Thomson-CSF Sextant
                           Zone Aeronautique
                           Louis Breguet-BP 200
                           78141 Velizy-Villacoublay Cedex
                           France
                           Attention:    Alain Villevieille
                           Telecopier:   (011) 33.1.46.29.88.88

                           and

                           White & Case LLP
                           1155 Avenue of the Americas
                           New York, New York 10036
                           Attention:    Alison M. Dreizen, Esq.
                           Telecopier:   (212) 354-8113

                  SECTION 9.03. PUBLIC ANNOUNCEMENTS.  Unless otherwise required
by  applicable   Law,  no  party  to  this  Agreement   shall  make  any  public
announcements  in respect of this  Agreement  or the  transactions  contemplated
hereby or otherwise  communicate with any news media without prior  notification
to the other parties,  and the parties  hereto shall  cooperate as to the timing
and contents of any such announcement.

                  SECTION  9.04.  HEADINGS.   The  headings  contained  in  this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
<PAGE>

                  SECTION 9.05. SEVERABILITY.  If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law or public  policy,  all other  conditions  and  provisions of this Agreement
shall  nevertheless  remain in full force and effect so long as the  economic or
legal substance of the transactions  contemplated  hereby is not affected in any
manner  adverse to any  party.  Upon such  determination  that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original  intent of the parties as closely as possible in a mutually  acceptable
manner in order that the  transactions  contemplated  hereby be  consummated  as
originally contemplated to the greatest extent possible.

                  SECTION 9.06. ENTIRE AGREEMENT.  This Agreement (including the
Disclosure  Schedule and the Exhibits hereto) together with the Initial Purchase
Agreement  (including the Disclosure  Schedule of the Initial Purchase Agreement
and  the  Exhibits   thereto)  and  the  Assignment  and  Assumption   Agreement
constitutes  the entire  agreement  of the parties  hereto  with  respect to the
subject matter hereof and supersedes all prior agreements and undertakings, both
written  and  oral,  among the  Seller,  the  Former  Interest  Holders  and the
Purchaser  with  respect to the subject  matter  hereof and except as  otherwise
expressly provided herein.

                  SECTION 9.07. ASSIGNMENT. This Agreement shall not be assigned
by any  party  hereto,  provided  that the  Purchaser  may,  by  written  notice
delivered  to BE  Aerospace  not less than three (3) days  prior to the  Closing
Date,  designate an Affiliate to assume all or a portion of the  obligations and
rights of the Purchaser under this Agreement, provided further, however, that no
such  assignment  shall  release  the  Guarantor  of its  obligations  under the
Guaranty.

                  SECTION  9.08.  NO   THIRD-PARTY   BENEFICIARIES.   Except  as
specifically  provided in Article VII, this Agreement is for the sole benefit of
the parties hereto and their permitted  successors,  assigns and nothing herein,
express or  implied,  is intended  to or shall  confer upon any other  person or
entity any legal or equitable right,  benefit or remedy of any nature whatsoever
under or by reason of this Agreement.

                  SECTION 9.09.  Waivers and  Amendments.  This Agreement may be
amended or modified,  and the terms and conditions hereof may be waived, only by
a written  instrument  signed by the parties hereto or, in the case of a waiver,
by  each  party  waiving  compliance.  No  delay  on the  part of any  party  in
exercising  any right,  power or privilege  hereunder  shall operate as a waiver
thereof,  nor shall any waiver on the part of any party of any  right,  power or
privilege  hereunder,  nor any single or partial  exercise  of any other  right,
<PAGE>

power or privilege hereunder,  preclude any other or further exercise thereof or
the exercise of any other right,  power or privilege  hereunder.  The rights and
remedies  herein  provided are cumulative and are not exclusive of any rights or
remedies which any party may otherwise have at Law or in equity.

                  SECTION 9.10. SPECIFIC  PERFORMANCE.  The parties hereto agree
that irreparable damage would occur in the event any provision of this Agreement
required to be performed  prior to the Closing was not  performed in  accordance
with the terms  hereof and that,  prior to the  Closing,  the  parties  shall be
entitled to specific  performance of the terms hereof,  in addition to any other
remedy at Law or in equity.

                  SECTION 9.11.  GOVERNING  LAW;  DISPUTE  RESOLUTION.  (a) This
Agreement  shall be governed by, and construed in accordance  with,  the laws of
the State of New York applicable to contracts executed in and to be performed in
that State.

                  (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 an 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.

                  SECTION 9.12. COUNTERPARTS.  This Agreement may be executed in
one or more  counterparts,  and by the  different  parties  hereto  in  separate
counterparts,  each of which when executed shall be deemed to be an original and
all of which taken together shall constitute one and the same agreement.

<PAGE>

                  IN WITNESS  WHEREOF,  each of the  parties  hereto each by its
respective  officers  thereunto duly authorized have caused this Agreement to be
executed as of the date first written.

                                                     IFE SALES, LLC


                                                     By:____________________
                                                           Name:
                                                           Title:


                                                     BE AEROSPACE, INC.


                                                     By:____________________
                                                           Name:
                                                           Title:


                          BE INTELLECTUAL PROPERTY INC.


                                                     By:____________________
                                                           Name:
                                                           Title:


                         PURITAN-BENNETT AEROSYSTEMS CO.


                                                     By:____________________
                                                           Name:
                                                           Title:


                            THOMSON-CSF SEXTANT, INC.


                                                     By:______________________
                                                           Name:  Franck Hebert
                                                           Title: President