EXHIBIT 10.2

November 20, 1995




Dr. Terry A. Straeter
18383 Lincolnshire Street
San Diego, California 92128

         RE:   Employment and Executive Stock Agreement

Dear Dr. Straeter:

This Employment and Executive Stock Agreement (the "Agreement") is made and
entered into as of the date hereof by and between GDE Systems, Inc., a Delaware
corporation (the "Company"), and Dr. Terry A. Straeter (the "Executive").  The
Company hereby agrees to employ Executive, and Executive hereby agrees to be
employed by the Company, in accordance with the terms, covenants, and
conditions hereinafter set forth.

1.       Term of Employment.

         (a)     This Agreement and Executive's employment hereunder shall
                 commence on November 20, 1995, and shall terminate on November
                 20, 1997, unless sooner terminated in accordance with
                 Paragraph 9.  The period during which Executive is employed
                 under this Agreement shall be referred to herein as the "Term
                 of Employment."

         (b)     The date on which Executive's employment hereunder shall
                 terminate, determined without regard to Paragraph 9, shall be
                 referred to herein as the Expiration Date."

         2.      Duties During Employment.  Executive shall serve as the Chief
                 Executive Officer and President of the Company and, subject to
                 appointment and annual re-election as provided in Paragraph 7,
                 as a member of the Board of Directors (the "Board"), and shall
                 do and perform all services, acts, or things customary,
                 necessary, or advisable to fulfill the duties associated with
                 his position, subject to policies established by the Board,
                 and shall perform such other duties of an executive character
                 as the Board may assign to him from time to time.

3.       Extent of Services During Employment.  Executive shall devote
         substantially all of his energies, interest, abilities, and productive
         time to the business of the Company and shall not be engaged in any
         other business activity other than that
         required of him in connection with his positions with the Company
         described in Paragraph 2. The foregoing shall not prevent Executive
         from investing his personal assets in other businesses or ventures to
         the extent that such other businesses or ventures do not require
         substantial services on his part or otherwise materially interfere
         with the performance of his duties hereunder.  Executive shall not,
         without the Company's prior written consent, render to others services
         of any kind that would materially interfere with the performance of
         his duties hereunder.

4.       Place of Employment.  Executive's principal place of employment shall
         be at the principal offices of the Company in the San Diego,
         California area.  Notwithstanding the foregoing, Executive shall
         undertake normal business travel on behalf of the Company, the
         expenses of which shall be paid by the Company.

5.       Compensation.

         (a)     Subject to subparagraph (b) hereof, for Executive's services
                 hereunder, the Company shall pay to Executive in cash base
                 salary at an annual rate of $212,000 through December 31,
                 1995.  Such base salary shall be payable not less frequently
                 than semi-monthly in accordance with the Company's executive
                 compensation practices.

         (b)     The annual rate of Executive's base salary set forth in
                 subparagraph (a) shall be adjusted upward, but not downward,
                 on the first day of each calendar year beginning January 1,
                 1996 (the "Adjustment Date") as determined by the Board of
                 Directors of the Company (without participation of the
                 Executive).

         (c)     In addition, the Company shall pay to Executive in cash a
                 bonus with respect to each calendar year during the Term of
                 Employment.  The amount of each such bonus shall be determined
                 in the discretion of the Board (acting without participation
                 by Executive); provided, however, that each such bonus shall
                 be not less than $100,000.  The bonus with respect to any
                 calendar year shall be paid within 75 days after such calendar
                 year.

         (d)     Tracor, at its sole discretion, may grant options, restricted
                 stock, and/or performance awards to the Executive pursuant to
                 such programs at any time during the Term of Employment.

6.       Benefits and Expense Reimbursements; Office Support.  During the Term
         of Employment, the Company shall provide Executive with the following
         benefits, expense reimbursements, and office support:

         (a)     The Company shall provide that Executive shall participate in,
                 and receive benefits under, pension and welfare benefit plans,
                 programs, and
Dr. Terry A. Straeter
November 20, 1995
Page 3 of 12



                 arrangements of the Company that are substantially similar to
                 the plans, programs, and arrangements in which Executive
                 participated immediately prior to the date hereof, subject to
                 applicable tenure and vesting requirements.  Executive shall
                 be entitled to participate in all such plans, programs, and
                 arrangements without satisfying any eligibility or
                 pre-existing condition exclusion period.  Executive shall be
                 provided eligibility, vesting, and benefit service credit
                 under such plans, programs, and arrangements for Executive's
                 service with General Dynamics Corporation.

         (b)     The Company shall provide that Executive shall:

                 (i)    participate in, and receive reimbursements under, the
                        expense reimbursement plans, programs, and arrangements
                        of the Company in which executive officers of the
                        Company participate;

                (ii)    receive four weeks of vacation leave per calendar year,
                        such leave to be taken at such times as are reasonably
                        agreeable to the Company and Executive; and

               (iii)    receive sick, holiday, and other leave provided to
                        executive officers of the Company in accordance with
                        the Company's executive compensation practices.

                    Each of the benefits, expense reimbursements, and leave
                    allowances described in this subparagraph (b) shall be
                    subject to and provided on a basis consistent with the
                    terms, conditions, and general administration of such
                    plans, programs, and arrangements.  Notwithstanding this
                    subparagraph (b), the Company shall have the right to
                    amend, discontinue, or terminate any of such plan, program,
                    or arrangement in accordance with the terms thereof.

         (c)     The Company shall provide Executive with the additional
                 expense reimbursements described in Exhibit A hereto.

         (d)     The Company shall provide Executive with reimbursement for all
                 reasonable expenses incurred by him in performing services
                 hereunder to the extent that Executive properly accounts
                 therefor in accordance with the Company's expense
                 reimbursement practices.
Dr. Terry A. Straeter
November 20, 1995
Page 4 of 12



         (e)     The Company shall reimburse Executive for the initiation fee
                 and annual membership dues incurred by Executive as a member
                 in a country club or other similar private club selected by
                 Executive.  The Company shall further reimburse Executive for
                 the initiation fee and annual membership dues incurred by
                 Executive as a member of a luncheon club or other similar
                 private club selected by Executive.  The Company shall
                 reimburse Executive for reasonable entertainment expenses
                 incurred by Executive as a member of such clubs.  Such
                 reimbursements shall be made to the extent that Executive
                 properly accounts therefor in accordance with the Company's
                 executive compensation practices.  As soon as reasonably
                 practical following the expiration or termination of the Term
                 of Employment, Executive shall transfer all rights of
                 membership in such clubs (including any right to sell such
                 membership or receive reimbursement of annual membership dues)
                 to the Company.

         (f)     The Company shall reimburse Executive for the premiums for
                 term life insurance in the amount of $2,000,000.  Such
                 insurance shall be maintained under a policy selected by the
                 Executive (and approved by the Board, such approval not to be
                 unreasonably withheld).  Executive shall be entitled to
                 designate beneficiaries under the policy.

         (g)     The Company shall reimburse Executive for the premiums for
                 special travel term life insurance in the amount of
                 $1,000,000.  Such insurance shall be maintained under a policy
                 selected by the Executive (and approved by the Board, such
                 approval not to be unreasonably withheld).  Executive shall be
                 entitled to designate beneficiaries under the policy.

         (h)     The Company shall provide Executive with a private office,
                 secretarial, and clerical help, office equipment, supplies,
                 and other facilities and services suitable to Executive's
                 position and adequate for the performance of his duties
                 hereunder.

7.       Directorship.  During the Term, Executive shall serve as a director of
         the Company.  Upon the termination of this Agreement and Executive's
         employment hereunder, Executive shall resign as a director.

8.       Deductions and Withholdings.  All amounts payable or which become
         payable hereunder shall be subject to any deductions and withholdings
         required by law.

Dr. Terry A. Straeter
November 20, 1995
Page 5 of 12

9.       Termination.  Notwithstanding the provisions of Paragraph 1,
         Executive's employment hereunder may be terminated by the Company or
         Executive prior to the Expiration Date upon, and only upon, the
         following terms and conditions:

         (a)     By the Company for Cause upon 15 days' notice to Executive.
                 For purposes of this subparagraph (a), "Cause" shall mean

                 (i)    Executive's embezzlement or misappropriation of funds
                        of the Company;

                (ii)    Executive's commission of an act of dishonesty
                        detrimental to the best interests of the Company; or

               (iii)    Executive's participation in any fraud against the
                        Company or gross negligence in the performance of his
                        duties hereunder.

                 During the period of notice set forth above, Executive shall
                 be afforded reasonable opportunity to establish, to the
                 reasonable satisfaction of the Board that no act or failure to
                 act on his part constitutes "Cause" as described above.

         (b)     By the Company in the event of Executive's Disability.  For
                 purposes of this subparagraph (b), Executive's "Disability"
                 shall mean a good faith determination by the Board (acting
                 without participation by Executive), based on competent and
                 independent medical evidence, that Executive, as a result of a
                 mental or physical disease or condition expected to continue
                 indefinitely, is incapable of performing a substantial portion
                 of the services contemplated in this Agreement.  In the event
                 that the Company terminates Executive's employment under this
                 subparagraph (b), the Company shall pay to Executive in cash
                 his base salary plus bonus as reflected in Paragraph 5(c)
                 until the later of nine months after the date of Executive's
                 termination hereunder and the date on which Executive begins
                 to receive benefits under the Company long-term disability
                 plan in which Executive participates; provided, however, that
                 in no event shall such base salary and bonus be provided after
                 the earlier of 12 months after the date of Executive's
                 termination hereunder and the Expiration Date.  Such base
                 salary shall be paid at the annual rate of his base salary in
                 effect on the date of Executive's termination hereunder and
                 shall be payable not less frequently than semi-monthly in
                 accordance with the Company's executive compensation
                 practices.
Dr. Terry A. Straeter
November 20, 1995
Page 6 of 12



         (c)     In the event of Executive's death.  In the event that
                 Executive's employment terminates under this subparagraph (c),
                 the Company shall pay to Executive's estate his base salary
                 and bonus until 12 months after the date of Executive's death.
                 Such bonus under this subparagraph (c) shall be established as
                 Executive's bonus for the immediately preceding calendar year.
                 Such base salary shall be paid at the annual rate of his base
                 salary in effect on the date of Executive's death.  Such bonus
                 amount shall be payable in cash in a lump sum not later than
                 90 days after the date of Executive's death.

         (d)     By the Company in the event that the Board determines, in its
                 sole discretion, that Executive's performance of his duties
                 hereunder has been unsatisfactory upon 60 days' notice to
                 Executive.  In the event the Company terminates Executive's
                 employment under this subparagraph (d), the Company shall pay
                 to Executive in cash the greater of (i) his base salary plus
                 bonus as reflected in Paragraph 5(c) for a period of 12
                 months, or (ii) his base salary plus bonus as reflected in
                 Paragraph 5(c) from the date of termination to the Expiration
                 Date.  Such base salary shall be paid at the annual rate of
                 Executive's base salary in effect on the date of the
                 Executive's termination hereunder and shall be payable not
                 less frequently than semi-monthly in accordance with the
                 Company's executive compensation practices.

         (e)     If the Executive is terminated pursuant to Paragraph 9(d) of
                 this Agreement and prior to the date on which Executive
                 attains age fifty-five (55), the Company shall provide to
                 Executive and his eligible dependents, until the date on which
                 Executive attains age fifty-five (55), such medical benefits
                 as are equivalent to those which may be provided from time to
                 time to similarly situated active employees of the Company.
                 Upon his attainment of age fifty-five (55), Executive and his
                 eligible dependents shall be entitled to such retiree medical
                 benefits, if any, as may be provided from time to time to
                 retirees whose active employment with the Company is
                 terminated at age fifty-five (55); provided, however, that (i)
                 the Executive may elect that such retiree medical coverage
                 shall be coverage substantially similar to the coverage
                 provided by the Company on the day before the date hereof;
                 (ii) such retiree medical coverage shall terminate when
                 Executive attains age sixty-five (65); and (iii) such retiree
                 medical benefits shall at all times be reduced by the amount
                 of any medical benefits provided to the Executive by another
                 employer, any governmental program, or otherwise.
Dr. Terry A. Straeter
November 20, 1995
Page 7 of 12



                 Additionally, the Company shall, to the extent permitted by
                 law, cause the GDE Systems, Inc. Retirement Plan, and any
                 successor plan, to:

                 (1)      calculate the early retirement benefits payable to
                          the Executive according to the factors which are
                          applied to determine early retirement benefits for
                          employees who are eligible to commence benefit
                          payments immediately upon termination of employment;
                          provided, however, that the Executive is not eligible
                          to accrue additional benefits after termination of
                          employment.  Thus, if the employment of Executive is
                          terminated pursuant to Paragraph 9(d) prior to
                          attaining age 55, the Executive may commence payment
                          of an early retirement benefit at age 55, based upon
                          the benefit accrued while the Executive was an
                          employee, and the benefit shall be calculated
                          according to the factors which would have applied had
                          the Executive been an employee immediately prior to
                          commencement of the benefit; and

                 (2)      consider the payments under Paragraph 9(d), to the
                          extent not previously considered, as compensation,
                          and deemed to be paid over the two-year term of this
                          Agreement, for purposes of determining the amount of
                          the benefit payable to the Executive.

                 To the extent the Company is not permitted by law to provide
                 the benefits set forth in subsection 30(b) through the GDE
                 Systems, Inc. Retirement Plan or a successor plan which is
                 qualified under Section 401(a) of the Internal Revenue Code,
                 then the Company shall pay such benefits from its general
                 assets.

10.      Confidential Information.  In the course of his employment hereunder,
         Executive may have access to confidential records, data, formulae,
         customer lists, trade secrets, specifications, inventions, and
         processes owned by the Company.  During the Term of Employment and
         thereafter, Executive shall not, directly or indirectly, disclose such
         information to any person or use any such information, except as
         required in the performance of Executive's duties hereunder.  All
         records, files, keys, drawings, documents, models, equipment, and the
         like relating to the Company's business, which Executive shall
         prepare, copy, or use, or with which Executive comes into contact,
         shall be and remain the Company's sole property, shall not be removed
         from the Company's premises (except as necessary for the performance
         of the Executive's duties) and shall be returned to the Company upon
         the expiration or termination of the Term of Employment.
Dr. Terry A. Straeter
November 20, 1995
Page 8 of 12




11.      Executive's Obligations During Term of Employment.  Executive agrees
         that during the Term of Employment Executive shall not:

         (a)     without the written consent of the Company, directly or
                 indirectly, as a director, officer, agent, employee,
                 consultant, or independent contractor, or in any other
                 individual or representative capacity (i) invest (other than
                 investments in publicly-owned companies which constitute not
                 more than one percent (1%) of the outstanding securities of
                 any such company) or engage in any business or activity that
                 is competitive with the business of the Company or any of its
                 Affiliates (as hereinafter defined) (as that business is
                 conducted during the Term of Employment); (ii) accept
                 employment with or render services to a competitor of the
                 Company or any of its subsidiaries; or (iii) take any action
                 inconsistent with the fiduciary relationship of an employee to
                 the Executive's employer.  As used herein, the term
                 "Affiliate" will be deemed to mean any entity which controls,
                 is controlled by, or is under common control with the Company
                 including, without limitation, Tracor, Inc., a Delaware
                 corporation ("Tracor") and its subsidiaries;

         (b)     solicit, divert, or take away or attempt to solicit, divert,
                 or take away any of the customers, business, or patrons of the
                 Company;

         (c)     without prior written consent by the Company, directly or
                 indirectly engage in the business of developing products
                 competitive with the business of the Company within the
                 geographical area served by the Company during the 12-month
                 period immediately preceding termination of employment nor
                 will the Executive engage, within the said geographical area,
                 in the design, development, distribution, manufacture,
                 assembly, or sale of a product in competition with any product
                 planned by the Company, the plans, designs, or specifications
                 of which have been revealed to the Executive; or

         (d)     communicate with customers or former customers of the Company
                 for the purpose of engaging in any transaction competing with
                 the business of the Company or involving products which
                 compete with the business of the Company nor will the
                 Executive actively solicit the employ of any of the Company's
                 employees.

         In the event of a Change in Control (as hereinafter defined) of the
         Company or the acquisition of the Company by another corporation and
         the subsequent
Dr. Terry A. Straeter
November 20, 1995
Page 9 of 12



         termination by the Company of the Executive or a material decrease in
         the responsibilities or compensation of the Employee, the provisions
         of clauses (c) and (d) of this Paragraph 11 with respect to the period
         until the last day of the Term of Employment shall be waived.  For
         purposes of this Agreement, "Change in Control" shall mean the
         acquisition of 50% or more of the outstanding common stock of the
         Company or Tracor by any entity other than an Affiliate.

         The Company and Executive agree that the restrictions of this
         Paragraph 11 shall be subject to exclusions for work for non-profit
         organizations or the United States or any foreign government.

12.      Executive's Obligations Subsequent to Termination.  Executive agrees
         that subsequent to the Term of Employment, Executive shall:

         (a)     not use, disclose, reproduce, distribute, or otherwise
                 disseminate the trade secrets of the Company;

         (b)     not solicit, divert, or take away or attempt to solicit,
                 divert, or take away any of the employees, customers,
                 business, or patrons of the Company for the period of the
                 payments made pursuant to Paragraph 9(d); and

         (c)     be available for the period of the payments made pursuant to
                 Paragraph 9(d) to provide consulting services of up to 200
                 hours per year to the Company.  During this period, Executive
                 shall not render services of any nature to any Competing
                 Business.  As a result of the unique nature of the consulting
                 services that Executive may provide, Executive and the Company
                 agree that a breach of this clause will cause irreparable
                 injury to the Company.  The Company agrees to pay Executive,
                 in addition to the payments made pursuant to Paragraph 9(d),
                 $1,000 per month during the term of the consulting period and
                 to pay Executive, at a rate negotiated in good faith by the
                 parties, for each hour of consulting services.  Executive's
                 compensation under this paragraph shall not diminish the
                 Company's obligations to Executive under other provisions of
                 this Agreement.

13.      Notices.  Any notice, request, demand, or other communication required
         or permitted hereunder shall be deemed to be properly given when
         personally delivered in writing to the person being served or the
         designated officer of the corporate party being served; deposited in
         the United States mail, in the State of California, first class,
         registered or certified with return receipt requested,
Dr. Terry A. Straeter
November 20, 1995
Page 10 of 12



         postage prepaid, and addressed as specified below to the person
         otherwise designated, on the date of receipt, refusal or non-delivery
         indicated on the return receipt; communicated to a public telegraph
         company for transmittal; or sent by telecopier; and addressed to the
         Company or the Executive at the following addresses:

                 To the Company:           Chairman of the Board of Directors
                                           GDE Systems, Inc.
                                           16550 West Bernardo Drive
                                           San Diego, California 92127-1806

                 To the Executive:         Dr. Terry A. Straeter
                                           18383 Lincolnshire Street
                                           San Diego, California 92128

                 Each party may change its address by written notice in
                 accordance with this paragraph.

14.      Benefit of Agreement.  This Agreement shall inure to the benefit of,
         and be binding upon, the parties hereto and their respective
         executors, administrators, successors, and assigns (including, without
         limitation, any firm, corporation, or business entity which shall,
         whether by merger, purchase, or otherwise, acquire all or
         substantially all of the assets or business of the Company); provided,
         however, that Executive may not assign, pledge, or encumber any of his
         rights or duties hereunder except upon the prior written consent of
         the Company.

15.      Applicable Law.  This Agreement is made and is to be governed by and
         construed under the laws of the State of California.

16.      Waiver of Breach.  A waiver by either party of any breach of the
         provisions of this Agreement by the other party, or, in any particular
         instance or series of instances, of any term or condition of this
         Agreement, shall not constitute or be deemed a waiver of such breach
         or of any such term or condition in any other instance nor shall any
         waiver constitute a continuing waiver hereunder.  No waiver shall be
         binding unless executed in writing by the party making the waiver.

17.      Warranty.  As an inducement to the Company to enter into this
         Agreement, Executive represents and warrants that he is not a party to
         any other agreement or obligation for personal services, and that
         there exists no impediment or
Dr. Terry A. Straeter
November 20, 1995
Page 11 of 12



         restraint, contractual or otherwise, on his power, right, or ability
         to enter into this Agreement and to perform his duties and obligations
         hereunder.

18.      Amendment; Termination.  The provisions of this Agreement may be
         amended, modified, supplemented, or otherwise altered only by an
         agreement, in writing, executed by the Company and Executive.  This
         Agreement may not be terminated other than by an agreement, in
         writing, executed by the Company and Executive.

19.      Surviving Obligations.  Not with standing the termination of this
         Agreement as provided in Paragraph 9, the Company shall be liable to
         Executive for all compensation due to Executive under Paragraph 9
         until full payment thereof

20.      Inadequacy of Remedy at Law.  The Executive acknowledges and agrees
         that the Company's remedy at law for any breach of the Executive's
         obligations under this Agreement may be inadequate, and agrees and
         consents that temporary and/or permanent or injunctive relief may be
         entered enjoining the Executive from breaching this Agreement and
         further agrees that any proceeding may be brought to enforce any
         provision of this Agreement by the Company without it being requested
         to prove actual damages as a result of the premature breach of this
         Agreement.

21.      Arbitration of Disputes.  In the event of a dispute between the
         parties hereto, with respect to any promise, term, condition, or
         covenant of this Agreement, including any claim of fraud or fraud in
         the inducement, or a claim for rescission, reformation, or any
         equitable relief, the same shall be submitted to binding arbitration
         before a sole retired judge of the Superior Court of California, who
         shall be appointed by agreement of the parties or by designation by
         any court of competent jurisdiction, and said arbitration shall
         proceed in accordance with the then applicable rules of the Code of
         Civil Procedure, Sections 1282, et seq., as may be amended from time
         to time, and the then California Rules of Court.  Venue for any such
         arbitration shall be in San Diego County, California and the
         arbitrator shall render his decision within 15 days of submission.

22.      Attorneys' Fees. If any legal action or any arbitration or other
         proceeding is brought for the enforcement of this Agreement, or
         because of an alleged dispute, breach, default, or misrepresentation
         in connection with any of the provisions of this Agreement, the
         successful or prevailing party shall be entitled to recover reasonable
         attorneys' fees and other costs incurred in that action or proceeding,
         in addition to any other relief that may be granted.
Dr. Terry A. Straeter
November 20, 1995
Page 12 of 12



23.      Captions and Paragraph Headings. Captions and paragraph headings used
         herein are for convenience only and are not a part of this Agreement
         and shall not be used in construing it.

24.      Severability.  The provisions of this Agreement are severable.  If any
         provision of this Agreement shall be held to be invalid or otherwise
         unenforceable, in whole or in part, the remaining provisions or
         enforceable parts thereof shall not be affected thereby and shall be
         enforced to the fullest extent permitted by law.

25.      Entire Agreement.  This Agreement contains the entire agreement of the
         Company and Executive and supersedes any and all other agreements,
         either oral or in writing, with respect to the employment of Executive
         by the Company.  Each party to this Agreement acknowledges that no
         representations, inducements, promises, or agreements, oral or
         otherwise, have been made by any party, or anyone acting on behalf of
         any party, which are not embodied herein, and that no other agreement,
         statement, or promise not contained in this Agreement shall be valid
         or binding.

26.      Counterparts.  This Agreement may be executed in one or more
         counterparts, each of which shall be deemed an original, all of which
         together shall constitute one and the same instrument.

Please indicate your acceptance of the terms of this Agreement by execution
below.

Very truly yours,

GDE SYSTEMS, INC.


/s/ Russell E. Painton
----------------------
Russell E. Painton
Vice President


ACCEPTED AND AGREED TO:

/s/ Terry A. Straeter
--------------------------
Terry A. Straeter





                    EMPLOYMENT AND EXECUTIVE STOCK AGREEMENT
                                       OF
                             DR.  TERRY A. STRAETER
                       ADDITIONAL EXPENSE REIMBURSEMENTS

The following expense reimbursements shall be provided to Executive in
accordance with Paragraph 6(c) of the Agreement.

1.       Reimbursement of fees for financial planning and counseling, such fees
         not to exceed $5,000 for each calendar year.

2.       Reimbursement of fees for tax preparation, such fees not to exceed
         $5,000 for each calendar year.

3.       Reimbursement of premiums for personal liability insurance in the
         amount of $4,000,000.

4.       Reimbursement of expenses for home security for Executive's principal
         residence.

5.       Reimbursement of expenses for communications equipment suitable to
         Executive's position and adequate for the performance of his duties
         under the Agreement.

6.       Reimbursement of expenses for airline VIP memberships for Executive
         and his wife.

7.       Reimbursement of expenses for Platinum car rental club membership for
         Executive.

8.       Reimbursement of expenses for a physical examination at least once
         during each 12-month period during the Term of Employment.

9.       Reimbursement for personal automobile expenses in the amount of up to
         $956.92 per month.





                                 - EXHIBIT A -
Dr. Terry A. Straeter
November 20, 1995
Page 8 of 12




11.      Executive's Obligations During Term of Employment.  Executive agrees
         that during the Term of Employment Executive shall not:

         (a)     without the written consent of the Company, directly or
                 indirectly, as a director, officer, agent, employee,
                 consultant, or independent contractor, or in any other
                 individual or representative capacity (i) invest (other than
                 investments in publicly-owned companies which constitute not
                 more than one percent (1%) of the outstanding securities of
                 any such company) or engage in any business or activity that
                 is competitive with the business of the Company or any of its
                 Affiliates (as hereinafter defined) (as that business is
                 conducted during the Term of Employment); (ii) accept
                 employment with or render services to a competitor of the
                 Company or any of its subsidiaries; or (iii) take any action
                 inconsistent with the fiduciary relationship of an employee to
                 the Executive's employer.  As used herein, the term
                 "Affiliate" will be deemed to mean any entity which controls,
                 is controlled by, or is under common control with the Company
                 including, without limitation, Tracor, Inc., a Delaware
                 corporation ("Tracor") and its subsidiaries;

         (b)     solicit, divert, or take away or attempt to solicit, divert,
                 or take away any of the customers, business, or patrons of the
                 Company;

         (c)     without prior written consent by the Company, directly or
                 indirectly engage in the business of developing products
                 competitive with the business of the Company within the
                 geographical area served by the Company during the 12-month
                 period immediately preceding termination of employment nor
                 will the Executive engage, within the said geographical area,
                 in the design, development, distribution, manufacture,
                 assembly, or sale of a product in competition with any product
                 planned by the Company, the plans, designs, or specifications
                 of which have been revealed to the Executive; or

         (d)     communicate with customers or former customers of the Company
                 for the purpose of engaging in any transaction competing with
                 the business of the Company or involving products which
                 compete with the business of the Company nor will the
                 Executive actively solicit the employ of any of the Company's
                 employees.

         In the event of a Change in Control (as hereinafter defined) of the
         Company or the acquisition of the Company by another corporation and
         the subsequent
Dr. Terry A. Straeter
November 20, 1995
Page 12 of 12



23.      Captions and Paragraph Headings. Captions and paragraph headings used
         herein are for convenience only and are not a part of this Agreement
         and shall not be used in construing it.

24.      Severability.  The provisions of this Agreement are severable.  If any
         provision of this Agreement shall be held to be invalid or otherwise
         unenforceable, in whole or in part, the remaining provisions or
         enforceable parts thereof shall not be affected thereby and shall be
         enforced to the fullest extent permitted by law.

25.      Entire Agreement.  This Agreement contains the entire agreement of the
         Company and Executive and supersedes any and all other agreements,
         either oral or in writing, with respect to the employment of Executive
         by the Company.  Each party to this Agreement acknowledges that no
         representations, inducements, promises, or agreements, oral or
         otherwise, have been made by any party, or anyone acting on behalf of
         any party, which are not embodied herein, and that no other agreement,
         statement, or promise not contained in this Agreement shall be valid
         or binding.

26.      Counterparts.  This Agreement may be executed in one or more
         counterparts, each of which shall be deemed an original, all of which
         together shall constitute one and the same instrument.

Please indicate your acceptance of the terms of this Agreement by execution
below.

Very truly yours,

GDE SYSTEMS, INC.



Russell E. Painton
Vice President


ACCEPTED AND AGREED TO:


--------------------------
Terry A. Straeter
Dr. Terry A. Straeter
November 20, 1995
Page 13 of 12





                    EMPLOYMENT AND EXECUTIVE STOCK AGREEMENT
                                       OF
                             DR.  TERRY A. STRAETER
                       ADDITIONAL EXPENSE REIMBURSEMENTS

The following expense reimbursements shall be provided to Executive in
accordance with Paragraph 6(c) of the Agreement.

1.       Reimbursement of fees for financial planning and counseling, such fees
         not to exceed $5,000 for each calendar year.

2.       Reimbursement of fees for tax preparation, such fees not to exceed
         $5,000 for each calendar year.

3.       Reimbursement of premiums for personal liability insurance in the
         amount of $4,000,000.

4.       Reimbursement of expenses for home security for Executive's principal
         residence.

5.       Reimbursement of expenses for communications equipment suitable to
         Executive's position and adequate for the performance of his duties
         under the Agreement.

6.       Reimbursement of expenses for airline VIP memberships for Executive
         and his wife.

7.       Reimbursement of expenses for Platinum car rental club membership for
         Executive.

8.       Reimbursement of expenses for a physical examination at least once
         during each 12-month period during the Term of Employment.

9.       Reimbursement for personal automobile expenses in the amount of up to
         $956.92 per month.






                                 - EXHIBIT A -