AIRPORT SYSTEMS INTERNATIONAL, INC.
                          REGISTRATION RIGHTS AGREEMENT


      This  Agreement  is made as of  February 7, 2000,  by and among  Airport
Systems International,  Inc., a Kansas corporation ("ASII"), Chris I. Hammond,
William  D.  Cook and  Larry C.  Klusman  (each of  them,  an  "Investor"  and
collectively, the "Investors").

      WHEREAS, pursuant to that certain Stock Purchase Agreement to be entered
into by and among ASII, DCI, Inc., ("DCI") and the Investors (the "Stock
Purchase Agreement"), ASII shall purchase all of the issued and outstanding
stock of DCI from Investors (the "Acquisition") and the Investors shall receive,
as partial consideration for such stock, common stock of ASII, par value $.01
per share ("ASII Common Stock"), resulting in the issuance of an aggregate of
150,000 shares of ASII Common Stock.

      WHEREAS, pursuant to the terms of the Stock Purchase Agreement, the
Investors shall be granted certain registration rights and ASII shall register
the ASII Common Stock received by the Investors for resale pursuant to the terms
set forth in this Agreement (the "Requested Registration").

      NOW, THEREFORE, in consideration of the mutual covenants, conditions, and
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as
follows:

      Section 1.  Definitions.   The   definitions  set  forth  in  the  Stock
Purchase  Agreement will apply to terms used in this  Agreement.  In addition,
the following terms shall have the following meanings:

            (a) "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, or any similar federal statute and the rules and regulations
      thereunder, all as the same shall be in effect at the time.

            (b) "Register," "registered" and "registration" refers to a
      registration effected by preparing and filing a registration statement in
      compliance with the Securities Act, and the declaration or ordering of the
      effectiveness of such registration statement, and compliance with
      applicable state securities laws of such states in which the Investors
      notify ASII of their intention to offer Registrable Securities.

            (c) "Registrable Securities" means all of the following, to the
      extent the same have not been sold to the public, any and all ASII Common
      Stock issued to the Investors pursuant to the Stock Purchase Agreement, or
      (ii) stock issued in respect of stock referred to in (i) above in any
      reorganization; or (iii) stock issued in respect of the stock referred to
      in (i) or (ii) as a result of a stock split, stock dividend,
      recapitalization or combination. Notwithstanding the foregoing,
      Registrable Securities shall not include otherwise Registrable Securities
      (i) sold to or through a broker in a transaction pursuant to Rule 144 or
      otherwise exempt from the registration and prospectus delivery
      requirements of the Securities Act under Section 4(l) thereof so that all
      transfer restrictions, and restrictive


<PAGE>

      legends with respect thereto, if any, are removed upon the consummation of
      such sale, or (ii) as to which the registration rights have been
      terminated pursuant to this Agreement.

            (d) "Rule 144" means Rule 144 under the Securities Act or any
      successor or similar rule as may be enacted by the SEC from time to time.

            (e) "Securities Act" means the Securities Act of 1933, as amended.

      Section 2.  DEMAND REGISTRATION.

      (a)   DEMAND BY THE INVESTORS

            (i) Subject to (ii) and (iii) below, at any time during the Demand
Period, as defined in Section 8 below, ASII, upon the written demand of the
Investors, will, as soon as is practicable, use commercially reasonable efforts
to effect the registration under the Securities Act of that number of shares of
the Registrable Securities as are specified by the Investors in such written
demand.

            (ii) ASII's obligations under this Section 2(a) shall be subject to
the limitations set forth below, and ASII (i) shall not be obligated to cause
any special audit to be undertaken in connection with any registration under
this Section 2(a), (ii) at its sole discretion may offer a right to participate
in such registration statement to other holders of ASII's securities, and may
itself participate in such registration, (iii) shall be entitled to postpone for
a reasonable period of time, but not in excess of ninety (90) days, the filing
of any registration statement otherwise required to be prepared pursuant to this
Section 2(a) if ASII is, at such time, conducting or about to conduct an
underwritten public offering of equity securities (or securities convertible
into equity securities) and is advised in writing by its managing underwriter
that such offering would in its opinion be adversely affected by the
registration so requested and (iv) shall be entitled to postpone such requested
registration for up to one hundred twenty (120) days if ASII determines
reasonably and in good faith, in view of the advisability of deferring public
disclosure of material corporate developments or other information, that such
registration and the disclosure required to be made pursuant thereto would not
be in the best interests of ASII at such time.

            (iii) The Investors are entitled to make only one demand for
registration of the Registrable Securities under this Agreement. ASII's
obligation to register the Registrable Securities hereunder shall terminate at
such time as a registration demanded pursuant to this Section 2(a) is deemed
effective.

      (b) REGISTRATION STATEMENT FORM. If any registration demanded pursuant to
this Section 2 which is proposed by ASII to be effected by the filing of a
registration statement on Form S-3 (or any successor or similar short-form
registration statement) shall be in connection with an underwritten public
offering, and if the managing underwriter shall advise ASII in writing that, in
its opinion, the use of another form of registration statement is of material
importance to the success of such proposed offering, then such registration
shall be effected on such other form.

                                       2
<PAGE>

      Upon execution of this Agreement, ASII shall use its reasonable efforts to
register the Registrable Securities when demanded by the Investors, for resale
on or before the expiration of the Demand Period; PROVIDED, HOWEVER, that ASII
shall not be obligated to register the Registrable Securities in any particular
state in which ASII would be required to: (i) qualify to do business as a
foreign corporation and where it would not otherwise be required to so qualify,
(ii) subject itself to taxation in any such jurisdiction, or (iii) execute a
general consent to service of process in any such jurisdiction.

      The registration of the Registrable Securities pursuant to this Agreement
shall not relieve the Investors of their respective obligations pursuant to the
terms of the Stock Purchase Agreement.

      Section 3. EXPENSES OF REGISTRATION. In addition to the fees and expenses
contemplated by Section 4 hereof, all expenses incurred in connection with the
registration pursuant to Section 2 hereof, including without limitation all
registration, filing and qualification fees, printing expenses, fees and
disbursements of counsel for ASII, and expenses of any special audits of ASII's
financial statements incidental to or required by such registration, shall be
borne by ASII, except that ASII shall not be required to pay (a) any fees and
expenses in order to amend or supplement the registration statement or
prospectus to reflect donees or pledges pursuant to Section 4(b) and (b) any
underwriters' fees, discounts or commissions relating to the sale of the
Registrable Securities. ASII shall not, under any circumstances, be required in
connection with a registration hereunder, to (x) conduct any road shows or
similar sales efforts for the Investors, (y) pay any expenses to the Investors
for any road shows or similar sales efforts, or (z) pay any fees and
disbursements of counsel(s) for the Investors.

      Section 4. REGISTRATION PROCEDURES. In the case of the registration
effected by ASII pursuant to this Agreement, ASII will keep each of the
Investors advised in writing as to the initiation of registration and as to the
completion thereof. At its expense, ASII will use reasonable efforts to:

            (a) keep such registration pursuant to Section 2 continuously
      effective for such reasonable period as necessary to permit the Investors
      to complete the distribution in the manner requested by the Investors and
      described in the registration statement relating thereto, but in no event
      beyond the date that is one year from the Closing Date of the Acquisition;

            (b) prepare and file with the SEC such amendments and supplements to
      such registration statement and the prospectus used in connection
      therewith as may be necessary to comply with the provisions of the
      Securities Act, excluding any supplement or amendment required to name
      donees or pledgees of Investors, and to keep such registration statement
      effective for the applicable period of time specified in Section 4(a)
      above;

            (c) furnish such number of prospectuses and other documents incident
      thereto as any of the Investors from time to time may reasonably request
      and assist the Investors in satisfying their prospectus delivery
      obligations by furnishing to any national securities exchange, including
      the American Stock Exchange ("AMEX"), on which the Registrable


                                       3
<PAGE>

      Securities are then listed, copies of the prospectus and each amendment or
      supplement thereto in accordance with Rule 153 under the Securities Act
      (or any comparable rule then in existence);

            (d) obtain the withdrawal of any order suspending the effectiveness
      of a registration statement, or the lifting of any suspension of the
      qualification of any of the Registrable Securities for sale in any
      jurisdiction;

            (e) subject to Section 2(b), register or qualify such Registrable
      Securities for offer and sale under the securities or Blue Sky laws of
      such jurisdictions as any of the Investors reasonably require, and keep
      such registration or qualification effective for the applicable period
      specified in Section 4(a) above;

            (f)   cause   all   Registrable   Securities   covered   by   such
      registrations to be listed on AMEX;

            (g)   notify each of the Investors  promptly of any request by the
      SEC for the amending or supplementing  of the registration  statement or
      prospectus or for additional information;

            (h) advise each of the Investors, after ASII receives notice or
      obtains knowledge of the issuance, of any order by the SEC suspending the
      effectiveness of the registration statement or amendment thereto or of the
      initiation or threatening of any proceeding for that purpose, and promptly
      use reasonable efforts to prevent the issuance of any stop order or to
      obtain its withdrawal promptly if such stop order should be issued;

            (i) use its best efforts to timely file with the SEC all of the
      reports it is required to file under the Exchange Act as a prerequisite to
      availability of Form S-3; and

            (k) notify each Investor at any time a prospectus covered by such
      registration statement is required to be delivered under the Securities
      Act, of the happening of any event of which it has knowledge as a result
      of which the prospectus included in such registration statement, as then
      in effect, includes an untrue statement of a material fact or omits to
      state a material fact required to be stated therein or necessary to make
      the statements therein not misleading in the light of the circumstances
      then existing.

      Section 5. REGISTRATION COVENANTS OF THE INVESTORS. In consideration of
the benefits accruing to them pursuant to this Agreement and in addition to
their other obligations set forth in this Agreement, each of the Investors'
covenants and agrees to:

            (a) cooperate with ASII, its counsel, advisors and other
      representatives, and comply with all applicable provisions of law
      (including without limitation the prospectus delivery requirements of the
      Securities Act and Rule 10b-5 and Regulation M under the Exchange Act) in
      connection with any registration effected pursuant to the provisions of
      this Agreement;

                                       4
<PAGE>

            (b) promptly provide to ASII, in writing, such information as ASII
      or its counsel deems necessary or appropriate for inclusion in the
      registration statement, which information, when given, shall be true and
      correct in all material respects and shall not omit any information
      necessary to make the information furnished not misleading;

            (c)   execute all questionnaires,  custody  agreements,  powers of
      attorney or other documents as ASII may reasonably request;

            (d)   discontinue    sales   of   Registrable    Securities   upon
      notification  of any stop order or  suspension of the  effectiveness  of
      the registration statement;

            (e) notify ASII immediately upon any material change in the plan of
      distribution or other information concerning any of the Investors
      described in the prospectus;

            (f) discontinue sales of Registrable Securities and use of the
      related prospectus following notification by ASII that the registration
      statement must be amended or supplemented;

            (g)   not  use  any   prospectus   other  than  the  most   recent
      prospectus related to the registration statement;

            (h) upon presentation of a stock certificate representing
      Registrable Securities sold under the registration statement, certify that
      the sale was made in accordance with the terms hereof and the plan of
      distribution described in the Registration Statement; and

            (i) notify ASII of any request by the SEC or any state securities
      commission or agency for additional information or for such registration
      statement or prospectus to be amended or supplemented.

      In the event that an Investor fails to comply in any material respect with
its obligations pursuant to Sections 5(a) through (c), any Registrable
Securities held by such Investor may be excluded from the registration statement
and all of such Investor's rights pursuant to the Agreement shall terminate. In
the even that an Investor fails to comply in any material respect with its
obligations pursuant to Sections 5(d) through (i), all of such Investor's rights
pursuant to this Agreement shall terminate other than with respect to
Registrable Shares then registered on a Registration Statement.

      Section 6.  INDEMNIFICATION.

            (a) ASII shall indemnify and hold harmless each of the Investors
      against any losses, claims, damages or liabilities, joint or several, to
      which such Investor may become subject under the Securities Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or
      actions in respect thereof) arise out of or are based upon any untrue
      statement or alleged untrue statement of any material fact contained in
      the registration statement under which such Registrable Securities were
      registered under the Securities Act, any preliminary prospectus or final
      prospectus contained therein, or any amendment


                                       5
<PAGE>

      or supplement thereof, or arise out of or are based upon the omission or
      alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading, or any
      violation by ASII of any rule or regulation promulgated under the
      Securities Act or any state securities law applicable to ASII and relating
      to action or inaction required of ASII in connection with any such
      registration, and will reimburse each such Investor for any reasonable
      legal and any other expenses incurred in connection with investigating,
      defending or settling any such claim, loss, damage, liability or action;
      PROVIDED, HOWEVER, that ASII will not be liable in any such case to the
      extent that any such claim, loss, damage or liability arises out of or is
      based on (i) the failure of any Investor to comply in any material respect
      with its obligations pursuant to Sections 5(d) through (i), or (ii) any
      untrue statement or omission based upon information furnished to or
      requested by ASII by or from any Investor for use therein.

            (b) Each Investor will, if Registrable Securities held by or
      issuable to such Investor are included in the securities as to which such
      registration is being effected, indemnify and hold harmless ASII, each of
      its directors and officers, each person who controls ASII, and each other
      Investor, against all claims, losses, expenses, damages and liabilities
      (or actions in respect thereof) arising out of or based on (i) the failure
      of any Investor to comply in any material respect with its obligations
      pursuant to Sections 5(d) through (i), or (ii) any untrue statement (or
      alleged statement) of a material fact contained in any such registration
      statement, prospectus, offering circular or other document or any omission
      (or alleged omission) to state therein a material fact required to be
      stated therein or necessary to make the statements therein not misleading,
      and will reimburse ASII, each person who controls ASII, such directors or
      officers, or such other Investors for any reasonable legal or any other
      expenses incurred in connection with investigating, defending or settling
      any such claim, loss, damage, liability or action, in each case to the
      extent, but only to the extent that such untrue statement (or alleged
      untrue statement) or omission (or alleged omission) is made in such
      registration statement, prospectus, offering circular or other document in
      reliance upon and in conformity with information furnished to or requested
      by ASII by or from such Investor specifically for use therein; PROVIDED,
      HOWEVER, the total amount for which any Investor shall be liable under
      this Section 6(b) shall not in any event exceed the aggregate proceeds
      received by such Investor from the sale of Registrable Securities sold by
      such Investor in such registration.

            (c) Each party entitled to indemnification under this Section 6 (the
      "INDEMNIFIED PARTY") shall give notice to the party required to provide
      indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified
      Party has actual knowledge of any claims as to which indemnity may be
      sought, and shall permit the Indemnifying Party to assume the defense of
      any such claim or any litigation resulting therefrom, provided that
      counsel for the Indemnifying Party, who shall conduct the defense of such
      claim or litigation, shall be approved by the Indemnified Party (whose
      approval shall not be unreasonably withheld), and the Indemnified Party
      may participate in such defense at such party's expense, and provided
      further that the failure of any Indemnified Party to give notice as
      provided herein shall not relieve the Indemnifying Party of its
      obligations hereunder, unless such failure resulted in actual detriment to
      the Indemnifying Party. No Indemnifying Party, in the defense of any such
      claim or litigation, shall, except with the

                                       6
<PAGE>

      consent of each Indemnified Party, consent to entry of any judgment or
      enter into any settlement which does not include as an unconditional term
      thereof the giving by the claimant or plaintiff to such Indemnified Party
      of a full and unconditional release from all liability in respect of such
      claim or litigation.

            (d) If the indemnification provided for in this Section 6 is held by
      a court of competent jurisdiction to be unavailable to an Indemnified
      Party with respect to any loss, liability, claim, damage or expense
      referred to therein, then the Indemnifying Party, in lieu of indemnifying
      such Indemnified Party thereunder, shall contribute the amount paid or
      payable by such Indemnified Party as a result of such loss, liability,
      claim, damage or expense in such proportion as is appropriate to reflect
      the relative fault of the Indemnifying Party on the one hand and of the
      Indemnified Party on the other hand in connection with the statements or
      omissions which resulted in such loss, liability, claim, damage or expense
      as well as any other relevant equitable considerations. The relevant fault
      of the Indemnifying Party and the Indemnified Party shall be determined by
      reference to, among other things, whether the untrue or alleged untrue
      statement of a material fact or the omission to state a material fact
      relates to information supplied by the Indemnifying Party or by the
      Indemnified Party and the parties' relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or
      omission. Notwithstanding the foregoing, the amount any Investor shall be
      obligated to contribute pursuant to this Section 6(d) shall be limited to
      an amount equal to the proceeds to such Investor of the Registrable
      Securities sold pursuant to the registration statement which gives rise to
      such obligation to contribute (less the aggregate amount of any damages
      which the Investor has otherwise been required to pay in respect of such
      loss, claim, damage, liability or action or any substantially similar
      loss, claim, damage, liability or action arising from the sale of such
      Registrable Securities).

            (e) The indemnification provided by this Section 6 shall be a
      continuing right to indemnification and shall survive the registration and
      sale of any securities by any person entitled to indemnification hereunder
      and the expiration or termination of this Agreement.

      Section 7. CERTIFICATE LEGENDS. Within five (5) business days after a
registration statement filed under Section 2 hereof becomes effective, ASII will
notify each Investor. Upon receipt of such notice, each Investor may return its
certificate representing the Registrable Securities and request that ASII issue
a new certificate in such Investor's name free of any restrictive legend
relating to compliance with federal securities laws and ASII shall take all
reasonable steps to do so; PROVIDED, HOWEVER, that ASII shall only be obligated
to remove the legend for that number of Registrable Securities which any
Investor represents is being sold pursuant to the registration statement.

      Section 8. TERMINATION OF RIGHTS. All rights of the Investors to demand
registration of the Registrable Securities under this Agreement shall exist
during the period (the "Demand Period") commencing on the date hereof and
terminating at 5:00 P.M. Eastern time on the date one year after the date
hereof.

                                       7
<PAGE>

      Section 9.  REPRESENTATIONS  AND  WARRANTIES  OF ASII.  ASII  represents
and warrants to the Investors as follows:

            (a) The execution, delivery and performance of this Agreement by
      ASII has been duly authorized by all requisite corporate action and will
      not violate any provision of law, any order of any court or other
      government agency, the Articles of Incorporation or the Bylaws of ASII or
      any provision of any indenture, agreement or other instrument to which it
      or any of its properties or assets is bound, conflict with, result in a
      breach of or constitute (with due notice or lapse of time or both) a
      default under any such indenture, agreement or other instrument or result
      in the creation or imposition of any lien, charge or encumbrance of any
      nature whatsoever upon any of the properties or assets of ASII.

            (b) This Agreement has been duly executed and delivered by ASII and
      constitutes the legal, valid and binding obligation of ASII, enforceable
      in accordance with its terms, subject to (i) applicable bankruptcy,
      insolvency, reorganization, fraudulent conveyance and moratorium laws and
      other laws of general application affecting enforcement of creditors'
      rights generally, and (ii) the availability of equitable remedies as such
      remedies may be limited by equitable principles of general applicability
      (regardless of whether enforcement is sought in a proceeding in equity or
      at law).

      Section 10. MISCELLANEOUS.

            (a)   AMENDMENTS.   This  Agreement  may  be  amended  only  by  a
      writing signed by ASII and all of the Investors.

            (b)   COUNTERPARTS.  This  Agreement may be executed in any number
      of counterparts, all of which shall constitute a single instrument.

            (c) NOTICES, ETC. All notices and other communications required or
      permitted hereunder shall be in writing and may be sent by facsimile
      transmission (with written confirmation of successful transmission), by
      registered or certified mail, postage prepaid, or delivered by hand or by
      messenger, addressed (a) if to an Investor, at such Investor's address set
      forth on the books of ASII, or at such other address as such Investor
      shall have furnished to ASII in writing pursuant to this Section, or (b)
      if to ASII, to ASII's then current executive office address, or at such
      other address as ASII shall have furnished to the Investors pursuant to
      this Section. Each such notice or other communication shall for all
      purposes of this Agreement be treated as effective or having been given
      when delivered if delivered personally, or, if sent by registered or
      certified mail or facsimile transmission, upon its receipt.

            (e) SEVERABILITY. If any provision of this Agreement shall be held
      to be illegal, invalid or unenforceable, such illegality, invalidity or
      unenforceability shall attach only to such provision and shall not in any
      manner affect or render illegal, invalid or unenforceable any other
      provision of this Agreement, and this Agreement shall be carried out as if
      any such illegal, invalid or unenforceable provision were not contained
      herein.

                                       8
<PAGE>

            (f) DILUTION. If, and as often as, there is any change in the ASII
      Common Stock by way of a stock split, stock dividend, combination or
      reclassification, or through a merger, consolidation, reorganization or
      recapitalization, or by any other means, appropriate adjustment shall be
      made in the provisions hereof so that the rights and privileges granted
      hereby shall continue with respect to the ASII Common Stock as so changed.

            (g) SPECIFIC PERFORMANCE. The parties hereto acknowledge that they
      will be irreparably damaged in the event that this Agreement is not
      specifically enforced. Upon any breach threatened, breach of the terms,
      covenants or conditions of this Agreement by any party hereto, the other
      party shall, in addition to all other remedies, be entitled to a temporary
      permanent injunction, without showing any actual damage or posting any
      bond, or a decree for specific performance, in accordance with the
      provisions hereof.

            (h)   GOVERNING  LAW.  This  Agreement  shall be  governed  by and
      construed  under  the laws of the  State of  Kansas  without  regard  to
      principles of conflict of law.

            (i) ASSIGNMENT. Neither this Agreement nor any of the rights,
      interests or obligations hereunder shall be assigned by any of the
      Investors without the prior written consent of ASII. Subject to the
      preceding sentence, this Agreement will be binding upon, inure to the
      benefit of and be enforceable by the parties and their respective
      successors and assigns.

            (j) ENTIRE AGREEMENT. This Agreement and the other documents
      referred to herein and therein contain the entire understanding of the
      parties with respect to the subject matter hereof. There are no
      restrictions, promises, warranties, covenants or undertakings concerning
      the subject matter other than those expressly set forth in this Agreement.
      This Agreement supercedes all prior negotiations, agreements and
      undertakings between the parties with respect to such subject matter.



                                       9
<PAGE>




      IN WITNESS HEREOF, the parties hereto have duly executed this Agreement as
of the date first written above.


AIRPORT SYSTEMS INTERNATIONAL, INC.



__________________________________
Keith Cowan, President



INVESTORS


__________________________________
Chris I. Hammond


__________________________________
William D. Cook


__________________________________
Larry C. Klusman