EXHIBIT 10.75

THIS  NOTE  AND  THE  RIGHTS  OF THE  INITIAL  AND ANY  SUBSEQUENT  SUBORDINATED
NOTEHOLDER   HEREUNDER   ARE  SUBJECT  AND   SUBORDINATE   TO  CERTAIN   "SENIOR
INDEBTEDNESS" ON THE TERMS SET FORTH HEREIN. UPON THE FAILURE OF MAKER TO MAKE A
PAYMENT HEREUNDER, THE AMOUNT IN DEFAULT SHALL BE PAYABLE AS SET FORTH HEREIN.

                          SUBORDINATED PROMISSORY NOTE

$80,000,000.00                                   July 14, 2000


         FOR  VALUE  RECEIVED,   TRIMBLE   NAVIGATION   LIMITED,   a  California
corporation, ("Maker"), hereby agrees to pay to SPECTRA PRECISION HOLDINGS, INC.
or assigns  (collectively  the "Holder") the principal sum of Eighty Million and
XX/100  ($80,000,000.00)  Dollars (the  "Principal  Sum") in accordance with the
provisions of this Note,  together with interest thereon,  or on so much thereof
as shall from time to time remain  unpaid,  at the rate of ten (10%) percent per
annum, subject to adjustment as provided herein.

         Defined  terms not defined  herein  shall have the meaning set forth in
the Stock and Asset Purchase Agreement dated May 11, 2000 by and among the Maker
and each of the Spectra  Physics  Holdings USA, Inc.,  Spectra  Precision AB and
Spectra Precision Europe Holdings, BV (the "Purchase Agreement").

         Section 1.  Schedule of Principal Payments.

                1.1  Initial  Principal  Payment.  Maker shall pay to the Holder
the sum of Forty Million and XX/100 Dollars  ($40,000,000.00)  (the "First
Installment") on July 14, 2001 (the "First  Anniversary  Date"). Notwithstanding
the foregoing, Maker may extend the payment date of the First  Installment to a
payment date no later  than July 14,  2002  (the  "Second  Anniversary  Date"),
subject  to the interest adjustment provisions set forth in Section 2.2 herein.

                  1.2 Second  Principal  Payment.  Maker shall pay to the Holder
the additional sum of Forty Million and XX/100 Dollars  ($40,000,000.00)  on the
Second  Anniversary Date (the "Second  Installment"),  together with all accrued
and  unpaid  interest  through  the Second  Anniversary  Date and all other sums
payable to the holder of this Note.

         Section 2.  Payment of Interest.

                  2.1  General  Interest  Rate.  Interest  on any sums due shall
accrue at the rate of ten (10%) per annum.  Payment of interest shall be payable
annually (i) on the First  Anniversary Date as to the First Installment (ii) the
Second  Anniversary Date as to the First Installment (to the extent then unpaid)
and  the  Second  Installment,  and  (iii)  if  applicable,  thereafter  on each
anniversary date on each installment to the extent such First Installment and/or
Second Installment remains unpaid.

                  2.2 Extended  Payment Interest Rate. If Maker fails to pay the
initial  sums due on the First  Anniversary  Date,  then the rate of interest on
such unpaid amounts shall increase by twenty-five  basis points (0.25%) for each
90 days or any  portion  thereof  such sums remain  outstanding  after the First
Anniversary Date, except that in no event shall such interest rate exceed eleven
(11%) percent per annum (subject to the provisions of Section 2.3 herein).

                  2.3 Extension Due to Subordination Obligations.  To the extent
that the payment of any interest or principal due hereunder  remains unpaid as a
result of the  subordination  provisions  contained  in  Section  5 herein,  any
accrued but unpaid interest or principal payments will accrue interest at a rate
(the "Default  Interest  Rate") equal to the greater of (a) the rate of interest
then in effect as described in Section 2.1 and 2.2 above plus four percent (4%),
or (b) the rate of  interest  then  charged to Maker by Maker's  then  principal
commercial  banking   institution  under  its  then  existing  principal  credit
facility; provided that, at the Maker's option, it may elect to not make payment
of any interest payments required  hereunder (other than interest required to be
paid on the First  Anniversary  Date,  not to exceed  $4,000,000)  and upon such
election,  such unpaid  interest  shall be treated as  additional  principal due
under this Note.

                  2.4 Calculation of Interest. Interest shall be calculated on
the basis of a year of 360 days comprised of 12 thirty-day months.

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         Section 3. Method of Payment.  Principal,  interest, and all other sums
payable  under this Note shall be paid in lawful  money of the United  States in
immediately  available funds, free and clear of, and without deduction or offset
for, any present or future taxes, levies,  imposts,  charges,  withholdings,  or
liabilities  with  respect  thereto,  and  free and  clear of any and all  other
defenses, offsets, claims, counterclaims, credits or deductions of any kind. All
payments of the Principal  Sum and any interest  thereon shall be made in lawful
tender of the United  States of America at the notice  address of the Holder set
out below,  or at such other place as may be  designated by the Holder hereof in
accordance with this Note.

         Section 4.        Prepayment.

                  4.1 Optional  Prepayment.  The Maker shall have the right to
prepay  the  whole  or any  part  of the  unpaid  balance  of the Principal  Sum
and accrued  interest at any time and from time to time without penalty.

                  4.2 Mandatory  Prepayment.  Subject to Section  5.2(a),  Maker
shall pay to Holder all of the Net Proceeds of any Qualifying Offering until the
whole  or any  part of the  unpaid  balance  of the  Principal  Sum and  accrued
interest  is paid in full.  Such  sums  shall be due  within  seven  (7) days of
receipt of the proceeds of the sale of any Qualifying  Security by Maker, or any
Affiliate of Maker.  A Qualifying  Security  shall mean the sale for cash of any
equity  securities or any other security  convertible into an equity security of
the Maker or sold in  conjunction  with any  security  convertible  into  equity
securities of Maker,  or any Affiliate of Maker  (including any note and warrant
offering  structured to approximate  the economic  effect of a convertible  note
offering or a unit transaction  comprised of notes and warrants to the extent of
the warrant  coverage).  A Qualifying  Security shall not include (i) securities
sold to any employee, director or consultant of Maker, or any Affiliate pursuant
to a written stock option or similar  compensation  plan, (ii) securities issued
in  connection  with any  merger or other  acquisition  of any  business,  (iii)
securities  issued in any joint venture or similar  agreement,  (iv)  securities
issued to any third  party in lieu of cash  payment  for  services  rendered  to
Maker,  or any Affiliate of Maker,  (v)  securities  issued upon any  "cashless"
exercise of any option or warrant or securities  issued upon the conversion of a
convertible  note, or (vi) securities  issued in the ordinary course of business
and not for the primary purpose of raising capital.  Net Proceeds shall mean the
gross  proceeds  from  the  sale  of such  securities  less:  (1)  underwriting,
brokerage and similar  commissions or discounts,  (2) legal and accounting  fees
directly  incurred in  connection  with such  financing,  (3)  registration  and
similar  fees  payable to federal and state  securities  regulatory  agencies in
connection with such financing,  (4) printing and roadshow costs associated with
such  financing,  and (5) any  amounts  paid to retire  Senior  Indebtedness  in
accordance with Section 5.2(a) hereof.

                  4.3 Allocation of Payments.  All payments made under this Note
shall be applied as follows:  first, to the payment of interest on the Principal
Amount  outstanding  hereunder from time to time; second, to the payment of sums
payable  by Maker to the  holder of this Note  under  this  Note  other  than on
account of  principal  and  interest;  and third,  to the payment of  principal.
Prepayments  of any Principal Sum shall be allocated  first to the Principal Sum
originally due on the First Anniversary Date and second to the Principal Sum due
on the Second Anniversary Date.

         Section 5. Subordination  of Payment  Obligations.  Amounts payable
hereunder are subordinated to the prior payment in full of certain "Senior
Indebtedness", all to the extent and on the terms set forth herein.

                  5.1 Subordination of Liabilities. The payment of the principal
of,  interest on, and all other  amounts  owing in respect of, this Note and any
replacements,    renewals   or   modifications    thereof   (the   "Subordinated
Indebtedness") is hereby expressly subordinated, to the extent and in the manner
hereinafter  set  forth,  to the  prior  payment  in full in cash of all  Senior
Indebtedness  (as defined in Section 5.7 hereof),  until the  Termination  Date.
Termination Date shall mean the date all commitments  under the Credit Agreement
are terminated and all Senior  Indebtedness has been irrevocably paid in full in
cash.  The provisions of this Section 5 shall  constitute a continuing  offer to
all  persons  who,  in  reliance  upon such  provisions,  become  holders of, or
continue to hold,  Senior  Indebtedness,  and such  provisions  are made for the
benefit of the holders of Senior Indebtedness,  and such holders are hereby made
obligees  hereunder the same as if their names were written  herein as such, and
they and/or each of them may proceed to enforce such  provisions on the basis of
the terms of this Note as in effect on the date  hereof.  To the extent that the
provisions of this Section 5 conflict with, or are inconsistent  with, the other
terms of this Note, the provisions of this Section 5 shall control

                  5.2. No Payments with Respect to Subordinated Indebtedness,
etc.

                  (a) All Senior Indebtedness shall first be irrevocably paid in
full in cash,  before  any  payment of any kind or  character,  whether in cash,
property,  securities (other than equity  securities  subordinated to the Senior
Indebtedness  and to all debt  securities  received by the holders of the Senior
Indebtedness in respect thereof to at least the same extent as the  Subordinated
Indebtedness  is  subordinated  to  the  Senior   Indebtedness  hereby  ("Junior
Securities")) or otherwise, is made on account of the Subordinated Indebtedness.

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                  Notwithstanding the foregoing, the Maker shall be permitted to
make  regularly  scheduled  annual  payments  of  interest  in  respect  of  the
Subordinated  Indebtedness;  provided that at the time of such payment and after
giving effect to such  payment,  no default or event of default under the Senior
Indebtedness shall have occurred and be continuing.

                  In addition, on any date on which principal payments under the
Subordinated Indebtedness are due and payable, the Subordinated Indebtedness may
be repaid in whole or in part in accordance with the terms of this Note if:

                           (i)  immediately  prior to the time of such  payment,
         the Maker  shall  have a ratio of total  Debt  (excluding  the Note) to
         EBITDA for the most recently ended four fiscal quarters of the Maker of
         less than 1.0 to 1.0,

                           (ii) after  giving  effect to such  payment,  (x) the
         Maker shall have a ratio of total Debt  (excluding  the Note) to EBITDA
         for the most recently  ended four fiscal  quarters of the Maker of less
         than  2.0 to 1.0  and (y) the  Maker  shall  have  cash  and  borrowing
         availability under the Senior Indebtedness of at least $35,000,000, and

                           (iii) at the time of such  payment  and after  giving
         effect to such payment, no default or event of default under the Senior
         Indebtedness shall have occurred and be continuing ((i), (ii) and (iii)
         collectively, the "Payment Conditions").

                  For purposes  hereof,  the term  "EBITDA"  shall mean earnings
before interest, taxes, depreciation and amortization of the Maker as determined
by the Maker in accordance with U.S.  generally accepted  accounting  principles
applied on a  consistent  basis,  and the term  "Debt"  shall  mean the  Maker's
obligations  for  borrowed  money,  obligations  which are  evidenced  by notes,
acceptances,  or  other  similar  instruments,  capitalized  lease  obligations,
hedging  obligations,  obligations  in respect  of  letters  of credit,  and any
guaranties in respect of the foregoing.

                  If the Payment  Conditions  are not  satisfied  as of any such
date interest  and/or  principal  payments are due hereunder,  such payment date
shall be extended for successive quarters until the date such Payment Conditions
are satisfied. Once all Payment Conditions are satisfied, the Maker shall pay to
the  Holder  all  sums  previously  due  and  payable  but not  paid  due to the
provisions  of this Section 5;  provided  that such payment does not violate any
Payment Conditions.

                  Notwithstanding   anything  else   contained   herein  to  the
contrary,  unless any default or event of default has occurred and is continuing
with respect to any Senior Indebtedness,  the Subordinated Indebtedness shall be
prepaid in accordance  with the  provisions of Section 4.2 of this Note relating
to  mandatory  prepayment,  except that in the event that the Maker shall have a
ratio of total Debt (excluding the Note) to EBITDA of greater than 3.0 to 1.0 at
the time of such  proposed  prepayment,  then the Holder agrees that the maximum
amount of such  prepayment  shall equal fifty  percent (50%) of the Net Proceeds
(plus any portion of the proceeds of any sale of Qualifying  Securities  used to
repay any Senior Indebtedness).  In addition, the Subordinated  Indebtedness may
be prepaid with the prior written  consent of the  "Required  Lenders" of Senior
Indebtedness,  which  Required  Lenders are defined in the Credit  Agreement  as
defined in Section 5.8 herein.

                  (b)  Except as set forth in (a) above,  until the  Termination
Date, the Maker may not, directly or indirectly,  make (and the Holder shall not
accept) any payment of any  Subordinated  Indebtedness  and may not acquire (and
the  Holder  shall  not  sell  to the  Maker  or any  of its  subsidiaries)  any
Subordinated  Indebtedness for cash or property.  The Holder hereby agrees that,
prior to the Termination Date, or 5th anniversary date,  whichever occurs first,
except  that  such  date  shall  be  extended  by a  period  of 180  days if any
administrative  agent for the benefit of any holder of Senior Indebtedness sends
a notice to the Holder that an Event of Default has occurred and is  continuing,
it will not sue for, or otherwise take any action to enforce the  obligations of
the Maker to pay, amounts owing in respect of this Note;  provided that upon the
acceleration  of all of the Senior  Indebtedness,  the Holder may accelerate the
Subordinated Indebtedness;  and provided further that if the acceleration of the
Senior   Indebtedness  is  rescinded,   the  acceleration  of  the  Subordinated
Indebtedness  shall be deemed to have been  rescinded.  Nothing  herein shall be
deemed to prevent  the  payment  by the Maker of  amounts  then due and owing in
respect of the Subordinated  Indebtedness at any time after the Termination Date
or as set forth in subsection (a) above.

                  (c) In the event that  notwithstanding  the  provisions of the
preceding  subsections  (a) and (b) of this Section 5.2, the Maker shall (or the
Holder  shall   accept)  make  any  payment  on  account  of  the   Subordinated
Indebtedness  at a time when such payment or acceptance is not permitted by said
subsection  (a) or (b), such payment  shall be held by the Holder,  in trust for
the benefit of, and shall be paid  forthwith  over and delivered to, the holders
of Senior  Indebtedness or their  representative  or the trustee under any other
agreement pursuant to which any instruments  evidencing any Senior  Indebtedness
may have been issued, as their respective  interests may appear, for application
pro rata to the  payment  of all


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Senior Indebtedness remaining unpaid to the extent necessary to irrevocably
pay all Senior Indebtedness in full in cash in accordance with the terms of such
Senior   Indebtedness,   after  giving  effect  to  any  concurrent  payment  or
distribution to or for the holders of Senior Indebtedness.

                  5.3. Subordination to Prior Payment of All Senior Indebtedness
on Dissolution, Liquidation or Reorganization of Maker. Upon any distribution of
assets of the Maker upon dissolution,  winding up, liquidation or reorganization
of the Maker (whether in bankruptcy,  insolvency or receivership  proceedings or
upon an assignment for the benefit of creditors or otherwise):

                  (a) the  holders of all  Senior  Indebtedness  shall  first be
entitled  to  receive  payment  in  full  in  cash  of all  Senior  Indebtedness
(including,  without limitation,  post-petition  interest at the rate (including
the  default  rate)  provided  in the  Credit  Agreement,  whether  or not  such
post-petition  interest is an allowed claim against the debtor in any bankruptcy
or similar  proceeding)  before the Holder is entitled to receive any payment of
any kind or character on account of the Subordinated Indebtedness;

                  (b) any payment or  distribution of assets of the Maker of any
kind or character,  whether in cash, property or securities, to which the Holder
would  be  entitled  except  for the  provisions  hereof,  shall  be paid by the
liquidating   trustee  or  agent  or  other   person   making  such  payment  or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or other  trustee or agent,  directly to the holders of Senior  Indebtedness  or
their representative or representatives, to the extent necessary to make payment
in full in cash of all Senior Indebtedness remaining unpaid, after giving effect
to any  concurrent  payment  or  distribution  to the  holders  of  such  Senior
Indebtedness; and

                  (c)  in  the  event  that,   notwithstanding   the   foregoing
provisions  of this Section 5.3,  any payment or  distribution  of assets of the
Maker of any kind or character,  whether in cash,  property or securities (other
than  Junior  Securities),  shall  be  received  by the  Holder  on  account  of
Subordinated  Indebtedness  before  all Senior  Indebtedness  is paid in full in
cash, such payment or  distribution  shall be received and held in trust for and
shall be paid over to the holders of the Senior Indebtedness remaining unpaid or
unprovided for or their  representative or  representatives,  for application to
the payment of such Senior Indebtedness until all such Senior Indebtedness shall
have been paid in full in cash, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.

         Without in any way  modifying  the  provisions  hereof or affecting the
subordination  effected hereby if the hereafter  referenced notice is not given,
the Maker shall give  prompt  written  notice to the Holder of any  dissolution,
winding up,  liquidation or  reorganization of the Maker (whether in bankruptcy,
insolvency or  receivership  proceedings  or upon  assignment for the benefit of
creditors or otherwise).

         The Holder  agrees not to initiate or prosecute or encourage  any other
person  to  initiate  or  prosecute  any  claim,   action  or  other  proceeding
challenging  the  enforceability  of the  Senior  Indebtedness  or any liens and
security interests securing the Senior  Indebtedness.  The Holder further agrees
to  execute,  verify,  deliver  and file any  proofs of claim in  respect of the
Subordinated Indebtedness requested by the holders of the Senior Indebtedness in
connection with any such proceeding and hereby  irrevocably  authorize,  empower
and   appoint   each  holder  of  the  Senior   Indebtedness   their  agent  and
attorney-in-fact to (A) execute,  verify,  deliver and file such proofs of claim
upon the failure of the holders of the Subordinated  Indebtedness promptly to do
so (and,  in any event,  prior to 15 days before the  expiration  of the time to
file any such  proof) and (B) vote such claim upon the failure of the holders of
the Subordinated Indebtedness to do so prior to 15 days before the expiration of
the time to vote any such claim; provided the holders of the Senior Indebtedness
shall have no obligation to execute,  verify, deliver, file and/or vote any such
proof of claim.  In the event that the holders of the Senior  Indebtedness  vote
any claim in accordance with the authority  granted  hereby,  the holders of the
Subordinated Indebtedness shall not be entitled to change or withdraw such vote.
The Senior  Indebtedness shall continue to be treated as Senior Indebtedness and
the  provisions of this Section 5 shall  continue to govern the relative  rights
and priorities of the holders of the Senior  Indebtedness and the holders of the
Subordinated  Indebtedness even if all or part of the Senior Indebtedness or the
security interests securing the Senior Indebtedness are subordinated, set aside,
avoided or disallowed in connection  with any such Proceeding and this Section 5
shall be reinstated if at any time any payment of any of the Senior Indebtedness
is rescinded or must otherwise be returned by any holder of Senior  Indebtedness
or any representative of such holder.

                  5.4. Subrogation.  Subject to the prior irrevocable payment in
full in cash of all Senior  Indebtedness,  the Holder shall be subrogated to the
rights  of  the  holders  of  Senior   Indebtedness   to  receive   payments  or
distributions of assets of the Maker applicable to the Senior Indebtedness until
all amounts owing  hereunder  shall be paid in full, and for the purpose of such
subrogation  no  payments  or   distributions  to  the  holders  of  the  Senior
Indebtedness  by or on behalf  of the Maker or by or on behalf of the  Holder by
virtue  hereof  which  otherwise  would have been made to the Holder  shall,  as
between the Maker, its creditors other than the holders of Senior  Indebtedness,
and the  Holder,  be deemed to be  payment  by the Maker to or on account of the
Senior Indebtedness,  it being understood that the provisions hereof are and are
intended

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solely for the purpose of defining the relative  rights of the Holder,
on the one hand, and the holders of the Senior Indebtedness, on the other hand.

                  5.5.     [Intentionally Omitted]

                  5.6. Subordination Rights Not Impaired by Acts or Omissions of
Maker or the Maker or Holders of Senior Indebtedness. No right of any present or
future holders of any Senior  Indebtedness  to enforce  subordination  as herein
provided  shall at any time in any way be  prejudiced  or impaired by any act or
failure  to act on the part of the Maker or by any act or  failure to act by any
such holder,  or by any noncompliance by the Maker with the terms and provisions
of this Note, regardless of any knowledge thereof which any such holder may have
or be  otherwise  charged  with.  The  holders of the Senior  Indebtedness  may,
without in any way affecting the  obligations of the Holder with respect hereto,
at any time or from time to time and in their  absolute  discretion,  change the
manner,  place or terms of payment of,  change or extend the time of payment of,
or renew or alter,  any Senior  Indebtedness or amend,  modify or supplement any
agreement or instrument  governing or evidencing such Senior Indebtedness or any
other document  referred to therein,  or exercise or refrain from exercising any
other  of  their  rights  under  the  Senior  Indebtedness  including,   without
limitation,  the waiver of default  thereunder and the release of any collateral
securing  such Senior  Indebtedness,  all  without  notice to or assent from the
Holder.  Nothing in this  Section 5.6 shall be deemed to modify or negate in any
way the  limitations on the amount of Senior  Indebtedness to which this Note is
subordinated as described in Section 5.8 herein.

                  5.7. Senior Indebtedness. The term "Senior Indebtedness" shall
mean,  subject to Section 5.8, all  Obligations  (as defined below) of the Maker
under,  or in connection  with,  the Credit  Agreement,  dated as of the Closing
Date, by and among the Maker,  the lenders from time to time party thereto,  and
ABN AMRO Bank NV, as Administrative Agent (as amended,  modified,  supplemented,
extended,  restated,  refinanced,  replaced or refunded  from time to time,  the
"Credit  Agreement")  or under any  related  documentation  (including,  without
limitation,  notes, security and pledge documentation,  guarantees, and interest
rate  hedging,  swap or  similar  agreements)  from  time to  time  executed  in
connection with the Credit Agreement  (together with the Credit  Agreement,  the
"Senior Loan Documents").  As used herein, the term "Obligations" shall mean any
principal,  interest, premium, penalties, fees, expenses,  indemnities and other
liabilities and obligations  (including  guaranties in respect  thereof) payable
under  the  Senior  Loan  Documents   (including  interest  accruing  after  the
commencement of any bankruptcy,  insolvency,  receivership or similar proceeding
at the rate provided for in the  respective  documentation,  whether or not such
interest is an allowed claim against the debtor in any such proceeding).

                  5.8 Changes to Senior  Indebtedness.  The Holder agrees,  with
respect  to the  Senior  Indebtedness  and any and all  collateral  therefor  or
guaranties  thereof,  the Maker and the holders of the Senior  Indebtedness  may
agree to modify  the terms of any of the Senior  Indebtedness  from time to time
without the consent of the Holder, without incurring liability to the Holder and
without  impairing or releasing the obligations of the Holder under this Section
5,  change  the  manner or place of  payment or extend the time of payment of or
renew  or alter  any  Senior  Indebtedness,  or  amend,  modify,  or  waive  the
application of, in any manner, any agreement, note, guaranty or other instrument
evidencing or securing or otherwise relating the Senior  Indebtedness;  provided
that:

                  (a) the Senior Loan Documents shall not be amended or modified
         so as to provide for an increase in the principal amount of loans which
         may be incurred thereunder to an amount in excess of $200,000,000 (such
         $200,000,000  constituting  the "Maximum  Amount"),  and any  principal
         amount  of such  loans  in  excess  of the  Maximum  Amount  shall  not
         constitute Senior Indebtedness hereunder; and

                  (b) to the extent that the Senior Loan  Documents  are amended
         or  modified  so as to  provide  for a  prepayment  premium  (excluding
         customary breakage costs) in excess of three percent (3%) of the amount
         prepaid,   then  such  excess  premium  shall  not  constitute   Senior
         Indebtedness hereunder.

         Section  6. No Waiver.  No  failure  or delay by the  Holder  hereof to
insist upon the strict performance of any term, provision,  or agreement of this
Note,  or to  exercise  any  right,  power or  remedy  consequent  upon a breach
thereof,  shall constitute a waiver of any such term,  provision or agreement or
of any such breach, or preclude the Holder from exercising any such right, power
or remedy at any later time or times. By accepting payment after the due date of
any amount  payable  under this  Note,  the Holder  hereof not be deemed to have
waived the right either to require  prompt payment when due of all other amounts
due under this Note, or to declare a default hereunder.

        Section 7. Affirmative  and Negative  Covenants.  Until the  obligations
of the Maker  hereunder are paid and satisfied in full, the Maker covenants and
agrees as follows:

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                  7.1  Information.  Promptly  upon  the  issuance  thereof,  to
deliver  to the  Holder  copies  of  all  reports,  if  any,  to any  applicable
governmental  agency or any  securities  exchange,  including the Securities and
Exchange  Commission  regarding any securities  and/or its  Subsidiaries and all
reports,  notices or statements sent by the Maker and/or its Subsidiaries to the
holders  of any  indebtedness  for  borrowed  money  of  the  Maker  and/or  its
Subsidiaries  or to the  trustee  under any  indenture  under  which the same is
issued, and with reasonable  promptness,  such other information  respecting the
business,  operations and financial  condition of the Borrower as the Lender may
from time to time request;

                  7.2.  Notice of Default.  The Maker shall notify the Holder in
writing  promptly  upon the  Maker  becoming  aware  of any  default  or  event,
condition  or  occurrence  which with  notice or lapse of time,  or both,  would
constitute a default  under this Note or any  agreement  for  borrowed  money in
excess  of  $3,000,000.00  to which  the Maker is a party or by which any of its
assets are bound.

         Section 8. Events  of  Default.  Upon the  occurrence  of any of the
following  specified  events  (each an  "Event of Default"):

                  8.1  Payments.  Failure in the  payment  after the due date
(whether  at stated  maturity,  by  acceleration  or otherwise) of any amounts
due under this Note; or

                  8.2  Representations,  etc.  Any  representation,  warranty or
statement  made  by the  Maker  in the  Purchase Agreement or in any  statement
or  certificate  at any time  delivered  pursuant  thereto shall be untrue or
inaccurate in any material respect; or

                  8.3  Other  Financial  Obligations.  The Maker  shall  fail to
perform, comply with, or observe any material financial obligations contained in
any of the Purchase  Agreement or this Note and such default shall not have been
waived or remedied within 10 days after notice thereof from the Holder; or

                  8.4  Indebtedness.  The Maker shall create,  incur,  assume or
suffer to exist,  contingently  or otherwise,  any indebtedness, except:

                  (a)  indebtedness to the holders of the Senior  Indebtedness
(up to a maximum loan principal amount not to exceed $200,000,000.00);

                  (b)  unsecured   current   liabilities   (not  the  result  of
borrowing)  incurred in the ordinary  course of business and not  represented by
any note, bond, debenture or other similar evidence of indebtedness;

                  (c) indebtedness  outstanding on the date hereof,  but not the
increase,  refunding  or  extension  of maturity  thereof,  in whole or in part,
including  indebtedness assumed in connection with the transaction  contemplated
by the Purchase Agreement;

                  (d) capital lease  obligations or purchase money  indebtedness
for  equipment  secured by purchase  money  security  interests  (together  with
accessions, additions, modifications and replacements thereof);

                  (e)   indebtedness  in  respect  of  taxes,   assessments  and
governmental  charges to the extent that payment  therefor shall not at the time
be required to be made in accordance with the provisions of the Loan Agreement;

                  (f)  future secured  indebtedness  permitted by prior written
consent of the Holder, which may be withheld in its sole and absolute
discretion;

                  (g) indebtedness of the Maker owed to any direct or indirect
subsidiary;

                  (h) indebtedness in the nature of guaranties of indebtedness
otherwise permitted hereunder;

                  (i)  indebtedness  incurred to refinance other  indebtedness
permitted under this Section 8.4; and

                  (j)  indebtedness  constituting  interest  rate or  currency
future, forward or swap contracts entered into for the purpose of hedging
interest rate or currency fluctuation risk.

                  8.5 Default Under Other Indebtedness. The Maker shall (i) fail
to  pay  when  due  (after  giving  effect  to  applicable  grace  periods)  any
indebtedness in excess of $3,000,000 in the aggregate, or (ii) breach or default
in the  observance or  performance  of any  agreement,  obligation,  covenant or
condition  relating to any such indebtedness  referred


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to in clause (i) above or any other event shall occur or  condition  exist,
the effect of which breach,  default or other event or condition is to cause the
holder or holders of such indebtedness to declare that such  indebtedness  shall
be due and  payable in full prior to its  stated  maturity  or, as to any demand
loan, immediately; or

                  8.6      Bankruptcy, etc.

                  (a) A court  shall  enter a decree  or  order  for  relief  in
respect of the Maker in an  involuntary  case under the  Bankruptcy  Code or any
applicable foreign, federal or state bankruptcy, insolvency or other similar law
now or  hereafter  in effect,  which  decree or order is not  stayed;  or (y) an
involuntary case is commenced against the Maker under the Bankruptcy Code or any
applicable foreign, federal or state bankruptcy, insolvency or other similar law
now or hereafter in effect; or a decree or order of a court having  jurisdiction
in the premises for the  appointment  of a receiver,  liquidator,  sequestrator,
trustee, custodian or other person having similar powers over the Maker, or over
all or a  substantial  part of its  property,  shall  have been  entered;  or an
interim  receiver,  trustee  or  other  custodian  of  the  Maker  for  all or a
substantial part of the property of the Maker is involuntarily  appointed;  or a
warrant of  attachment,  execution  or similar  process  is issued  against  any
substantial part of the property of the Maker; and the foregoing events continue
for 20 days without being dismissed, or bonded and stayed, or discharged; or

                  (b) The Maker  shall  have an order for  relief  entered  with
respect to it or shall commence a voluntary  case under the  Bankruptcy  Code or
any applicable foreign, federal or state bankruptcy, insolvency or other similar
law now or  hereafter in effect,  or shall  consent to the entry of an order for
relief in an involuntary  case, or to the conversion of an involuntary case to a
voluntary case, or shall consent to the appointment of or taking possession by a
receiver,  trustee  or  other  custodian  for all or a  substantial  part of its
property,  or the  making  by the Maker of any  assignment  for the  benefit  of
creditors;  or the  inability  or  failure of the Maker to pay its debts as such
debts  mature,  or the admission by the Maker in writing of its inability to pay
its debts as such debts become due, or the Board of Directors  (or any committee
thereof) of the Maker adopts any  resolution or otherwise  authorizes  action to
approve any of the foregoing;

                  8.7 Other Mortgages,  Liens and Encumbrances.  The Maker shall
create, incur, assume or suffer to exist any mortgage,  security interest,  lien
or  encumbrance  on any of its property now owned or hereafter  acquired,  other
than rights  granted under,  or pursuant to, the Credit  Agreement and any other
lien or encumbrance allowed under the terms of the Credit Agreement.

                 8.8. Change of  Control.  There  shall have  occurred a Change
of Control in the Maker.  For the  purpose of this Note, a "Change of Control"
shall mean:

                  (a) The acquisition by any individual, entity or group (within
the meaning of Section  13(d)(3) or 14(d)(2) of the  Securities  Exchange Act of
1934,  as amended (the  "Exchange  Act")) of  beneficial  ownership  (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%)
or more of the then outstanding shares of stock of the Maker entitled to vote in
the election of  directors  (the  "Outstanding  Common  Stock"),  whether in one
transaction or in multiple  transactions  which in the aggregate equal or exceed
fifty percent (50%) of the Outstanding Common Stock of the Maker; or

                  (b)  Approval  by  the  stockholders  of  the  Maker  of (i) a
reorganization, merger or consolidation, in each case, with respect to which all
or  substantially  all of the  individuals  and entities who were the beneficial
owners  of the  Outstanding  Common  Stock  of Maker  immediately  prior to such
reorganization, merger or consolidation will not, following such reorganization,
merger or consolidation, beneficially own, directly or indirectly, more than 50%
of the then outstanding shares of common stock of the corporation resulting from
such  a  reorganization,  merger  or  consolidation,  other  than  a  merger  or
consolidation  effected to implement a recapitalization of the Maker (or similar
transaction)  in which no "person"  (as such term is used in Sections  13(d) and
14(d) of the Exchange Act) acquires 50% or more of  Outstanding  Common Stock of
Maker; or (ii) the sale or other  disposition of all or substantially all of the
assets of the Maker;

THEN,  and in any such event,  all amounts  owing by the Maker  pursuant to this
Note shall, at the option of Holder, become immediately due and payable in full.

         Section 9.        Miscellaneous.

                  9.1 Binding  Obligation.  This Note shall be binding  upon the
Maker and shall be enforceable  against the Maker and its heirs,  successors and
representatives, and shall inure to the benefit of the Holder and the holders of
Senior Indebtedness.  The Maker may not assign this Note or any rights hereunder
without the express  written  consent of the Holder.  The Holder may assign this
Note in whole or in part, without notice to, or consent from, the Maker, so long
as the  assignee  shall  acknowledge  in writing  for the  benefit of holders of
Senior   Indebtedness  the  continuing   applicability   of  the


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subordination  provisions.  By  acceptance  of this  Note,  the  holder  of
Subordinated Debt agrees to be bound by the terms of this Note including Section
5 hereof.

                  9.2 Amendments;  Modifications.This  Note shall not be amended
without the written consent of the parties' hereto and the Agent for the lenders
under  the  Credit  Agreement.  The  modification,  amendment  or  waiver of any
provision  of  this  Note or the  Purchase  Agreement,  shall  not  release,  or
diminish, modify or otherwise affect the liability of, Maker or any other person
or entity that may be or become liable under or with respect to this Note.

                  9.3 Collection  Costs. If the Holder shall employ attorneys to
collect any sums due hereon,  then the Maker promises to pay, in addition to all
other sums due hereon,  all fees and costs of collection,  including  reasonable
attorneys' fees.

                  9.4 WAIVER. MAKER ACKNOWLEDGES THAT THE LOAN EVIDENCED BY THIS
NOTE IS A  COMMERCIAL  TRANSACTION  AND TO THE MAXIMUM  EXTENT  PERMITTED BY LAW
WAIVES  DILIGENCE,  DEMAND,  PRESENTMENT  FOR  PAYMENT,  NOTICE OF  NON-PAYMENT,
PROTEST AND NOTICE OF PROTEST,  AND NOTICE OF ANY RENEWALS OR EXTENSIONS OF THIS
NOTE.

                  9.5 No Obligation to Extend Payment  Provisions.  Maker agrees
that the time for  payment of this Note may be  extended  at the  Holder's  sole
discretion, without impairing Maker's liability thereon, and further consents to
the  release  of all or any  part of the  security  for  payment  hereof  at the
discretion of the Holder,  or the release of any party liable for the obligation
without affecting the liability of the other parties hereto.

                  9.6 Limitation on Interest. Nothing in this Note shall require
the payment,  or permit the collection by the holder  hereof,  of interest in an
amount exceeding the maximum amount permitted under applicable law in commercial
loan  transactions  between  parties of the character of the parties hereto (the
"Maximum Interest  Amount").  Maker shall not be obligated to pay to said holder
any  interest  in excess  of the  Maximum  Interest  Amount,  and the  amount of
interest  payable to said holder under this Note shall under no  circumstance be
deemed to exceed the  Maximum  Interest  Amount.  To the extent that any payment
made to said holder  under this Note would cause the amount of interest  charged
to exceed the Maximum Interest Amount, such payment shall be deemed a prepayment
of principal as to which no prepayment charge shall be required, notwithstanding
anything  to the  contrary  in this  Note or, if the  amount of excess  interest
exceeds the unpaid principal balance of this Note, such excess shall be refunded
to Maker.

                  9.7 Governing Law;  Venue.  This Note shall be governed by and
construed in  accordance  with the laws of the  Commonwealth  of  Massachusetts.
Maker  unconditionally  and  irrevocably  agrees  that any action or  proceeding
against Maker with respect to this Note or for the recognition or enforcement of
any  judgment  rendered in any such action or  proceeding  may be brought in the
United States District Court for the District of  Massachusetts or in the courts
of the Commonwealth of Massachusetts,  as the holder of this Note may elect; and
by executing and delivering  this Note,  Maker  unconditionally  and irrevocably
accepts and submits to the  non-exclusive  jurisdiction of each of the aforesaid
courts in persona  generally  with respect to any such action or proceeding  for
itself  and in  respect  of its  properties.  Maker  further  agrees  that final
judgment  against it in any action or proceeding  shall be conclusive and may be
enforced in any other  jurisdiction,  by suit on the  judgment,  a certified  or
exemplified  copy of which shall be  conclusive  evidence of the fact and of the
amount of Maker indebtedness.

                  9.8  WAIVER OF JURY  TRIAL.  MAKER  WAIVES THE RIGHT TO A JURY
TRIAL IN CONNECTION WITH ANY ACTION,  SUIT OR PROCEEDING  (INCLUDING ANY AND ALL
COUNTERCLAIMS THERETO) THAT DIRECTLY OR INDIRECTLY RELATES TO THE SUBJECT MATTER
OF THIS NOTE.

                  9.9 Notices. All notices and other communications  required or
permitted to be given hereunder shall be in writing,  and if  hand-delivered  or
transmitted by United States certified mall, return receipt  requested,  postage
prepaid or by nationally  recognized overnight courier, to the address set forth
below,  such  notice  shall  be  deemed  to have  been  received  on the date so
delivered if  hand-delivered  or if otherwise  transmitted,  then three business
days following the date of such transmittal.

         If to Maker:



         If to the
         Holder:

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<PAGE>

                  9.10  Exercise of Rights.  No delay or omission on the part of
the holder in exercising any right  hereunder  shall operate as a waiver of such
right or any other  right  hereunder,  and a waiver of any such right on any one
occasion  shall not be  construed as a bar to or waiver of any such right on any
future occasion.

                  9.11 Non-Exclusive  Remedies. No right or remedy of the holder
of this Note is intended to be exclusive of any other right or remedy  specified
herein,  in the  Purchase  Agreement  or  available  to said holder at law or in
equity.  All such rights and remedies shall be cumulative and concurrent and, in
said  holder's  sole  discretion,  may be pursued  singularly,  successively  or
together and may be exercised as often as occasion therefor shall arise. Without
limiting  the  generality  of  the  foregoing,  the  payment  by  Maker  of  any
installment of interest at the Default  Interest Rate is intended by the parties
hereto to  represent a  non-exclusive  remedy of payment of an agreed  amount as
compensation  to said holder with respect to costs and expenses  incurred and/or
damage suffered by said holder as a result of Maker's failure to comply with one
or more obligations  imposed upon Maker in this Note, and any such payment shall
be in addition to, and not in lieu of, such other rights and remedies.

                  9.12  Severability.  If any  provision  hereof is  invalid  or
unenforceable in any jurisdiction, the other provisions hereof and thereof shall
remain in full  force and  effect in such  jurisdiction  and shall be  liberally
construed in favor of the holder of this Note in order to effectuate  the intent
of this Note. The  invalidity of any provision of this Note in any  jurisdiction
shall not affect the validity or  enforceability  of such provision in any other
jurisdiction, including the Commonwealth of Massachusetts.

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         IN WITNESS WHEREOF,  this Note has been executed,  under seal, with the
intention of making this a sealed instrument, as of the day and year first above
written.

ATTEST:                                     TRIMBLE NAVIGATION LIMITED


By:  /s/ Mary Ellen Genovese                By: /s/ Steven W. Berglund
  -----------------------------------          ---------------------------------
Its:  Assistant Secretary                    Its:  President

[Corporate Seal]


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