EXHIBIT 4.2


THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR ANY STATE
SECURITIES  LAWS.  SUCH  SECURITIES,  INCLUDING THE SHARES OF COMMON STOCK TO BE
ISSUED UPON EXERCISE,  MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR AN EXEMPTION  THEREFROM
UNDER SAID ACT, AND ANY  APPLICABLE  STATE  SECURITIES  LAWS,  AND AN OPINION OF
COUNSEL  FOR THE  HOLDER,  REASONABLY  SATISFACTORY  TO THE  COMPANY,  THAT SUCH
REGISTRATION  IS NOT REQUIRED UNDER THE SECURITIES ACT OR RECEIPT OF A NO-ACTION
LETTER FROM THE  SECURITIES  AND EXCHANGE  COMMISSION.  COPIES OF THE  AGREEMENT
COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING  THEIR TRANSFER MAY BE
OBTAINED  AT NO COST BY  WRITTEN  REQUEST  MADE BY THE HOLDER OF RECORD OF THESE
SECURITIES  TO THE  SECRETARY  OF THE  CORPORATION  AT THE  PRINCIPAL  EXECUTIVE
OFFICES OF THE CORPORATION.

Date of Issuance: January 14, 2002


                               WARRANT TO PURCHASE
                      __________ SHARES OF COMMON STOCK OF
                           TRIMBLE NAVIGATION LIMITED

No. W2001-___

     FOR  VALUE  RECEIVED,  the  receipt  and  sufficiency  of which  is  hereby
acknowledged,  this  warrant has been issued by Trimble  Navigation  Limited,  a
California  corporation  (the  "Company") to  ______________  (the  "Purchaser")
pursuant to the terms and  conditions of that certain First Amended and Restated
Stock and Warrant Purchase  Agreement dated as of the date hereof (the "Purchase
Agreement").  This warrant  certifies that Purchaser and its nominees or assigns
hereunder  (the  "Holder")  is  entitled  to  purchase  from the  Company  up to
______________  (________) fully paid and nonassessable  shares of the Company's
common stock ("Common Stock"), at a price of $19.475 per share (which is 125% of
the "Fair Market Value" of a share of Common  Stock,  as defined in the Purchase
Agreement,  hereinafter the "Exercise Price"),  at any time or from time to time
up to and  including  5:00 p.m.  (California  time) on the  Expiration  Date (as
hereinafter  defined),  upon surrender to the Company at its principal office at
645 North Mary Avenue, Sunnyvale, California 94088 (or at such other location as
the Company may advise the Holder in writing) of this Warrant properly  endorsed
with the Form of  Subscription  attached  as Exhibit A hereto duly filled in and
signed  and upon  payment,  in any  manner set forth  herein,  of the  aggregate
Exercise  Price for the  number  of  shares  for  which  this  Warrant  is being
exercised  determined in accordance  with the


<PAGE>

provisions  hereof.  The  Exercise  Price and the  number of shares  purchasable
hereunder are subject to additional  adjustments  and limitations as provided in
Section 4 of this Warrant.



         This Warrant is subject to the following terms and conditions:

1.   Exercise.

     1.1  Issuance  of  Certificates;   Payment  for  Shares.  This  Warrant  is
exercisable  only by the  Holder of record  hereof,  at any time or from time to
time, in whole or in part, until 5:00 p.m., California time, on January 14, 2007
(the  "Expiration  Date").  The Company  agrees that the shares of Common  Stock
purchased  under this Warrant  shall be deemed to be issued to the Holder hereof
as the record  owner of such  shares as of the close of  business on the date on
which  this  Warrant  shall  have  been  properly   surrendered   for  exercise.
Certificates  for the shares of Common  Stock so  purchased,  together  with any
other  securities  or property to which the Holder  hereof is entitled upon such
exercise,  shall be  delivered,  free of any  legends  except as provided in the
Purchase Agreement, to the Holder hereof by the Company at the Company's expense
as soon as practicable  but, in any event,  within three (3) trading days, after
the rights  represented  by this Warrant have been so exercised.  In case of the
purchase of less than all the shares which may be purchased  under this Warrant,
the Company shall cancel this Warrant upon its surrender and execute and deliver
a new  Warrant  or  Warrants  of  like  tenor  for  the  balance  of the  shares
purchasable  under the  Warrant  surrendered  upon such  purchase  to the Holder
hereof as soon as practicable  but within said three (3) day period.  Each stock
certificate so delivered shall be in such  denominations  of Common Stock as may
be requested by the Holder  hereof and shall be  registered  in the name of such
Holder or such other name as shall be designated by such Holder,  subject to the
limitations contained in Section 10.

     1.2 Buy-In. In addition to any other rights available to the Holder, if the
Company  fails  to  deliver  to  the  Holder  a  certificate   or   certificates
representing  the shares of Common Stock  issuable  upon exercise of the Warrant
(the "Warrant Stock") pursuant to an exercise by the third trading day after the
date of exercise,  and if after such third trading day the Holder  purchases (in
an open market  transaction  or otherwise)  shares of Common Stock to deliver in
satisfaction  of a sale by the  Holder of the  Warrant  Stock  which the  Holder
anticipated  receiving  upon such exercise (a "Buy-In"),  then the Company shall
(i) pay in cash to the  Holder  the  amount  by  which  (x) the  Holder's  total
purchase  price  (including  brokerage  commissions,  if any) for the  shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of Warrant  Stock that the Company was  required to deliver to the Holder
in  connection  with the  exercise  at issue by (B) the closing bid price of the
Common  Stock  at the  time of the  obligation  giving  rise  to  such  purchase
obligation  and (ii) at the option of the Holder,  reinstate  the portion of the
Warrant and  equivalent  number of Warrant Stock for which such exercise was not
honored or deliver to the Holder the number of shares of Common Stock that would
have been issued had the Company timely  complied with its exercise and delivery
obligations  hereunder.  The Holder  shall  provide the Company  written  notice
indicating the amounts payable to the Holder in respect of the Buy-In.


                                       2
<PAGE>


     2. Shares to be Fully Paid;  Reservation of Shares.  The Company  covenants
and agrees that all shares of Common Stock which may be issued upon the exercise
of the  rights  represented  by  this  Warrant  shall,  upon  issuance,  be duly
authorized,  validly  issued,  fully  paid and  nonassessable  and free from all
preemptive  rights of any shareholder  and free of all taxes,  liens and charges
with respect to the issue thereof. The Company further covenants and agrees that
during the period  within  which the rights  represented  by this Warrant may be
exercised,  the Company shall at all times have authorized and reserved, for the
purpose of issue or  transfer  upon  exercise  of the rights  evidenced  by this
Warrant,  a sufficient number of shares of authorized but unissued Common Stock,
or other  securities  and  property,  when and as  required  to provide  for the
exercise of the rights  represented by this Warrant.  The Company shall take all
such action as may be  necessary  to assure that such shares of Common Stock may
be  issued  as  provided  herein  without  violation  of any  applicable  law or
regulation,  or of any  requirements  of any domestic  securities  exchange upon
which the Common  Stock may be  listed.  The  Company  shall not take any action
which  would  result in any  adjustment  (pursuant  to  Section 4 hereof) of the
Exercise Price if the total number of shares of Common Stock issuable after such
action,  together  with all  shares of Common  Stock then  outstanding  and then
issuable  upon  exercise  of all  options  and all  similar  rights and upon the
conversion of all convertible securities then outstanding would exceed the total
number of shares of Common Stock then  authorized by the  Company's  articles of
incorporation.


3.   Exercise.


     3.1 Payment of Exercise  Price.  Payment of the Exercise Price may be made,
at the option of the Holder, (i) in cash or by check, (ii) by canceling all or a
portion of any indebtedness of the Company to the Holder,  in an amount equal to
the aggregate  Exercise  Price of the shares of Common Stock then being acquired
by the Holder upon exercise of this Warrant,  (iii) by a combination of cash and
cancellation of such  indebtedness,  or (iv) by electing a net issue exercise in
the manner  described in Section 3.2 below.

     3.2 Net Issue  Exercise.  In lieu of exercising  this Warrant by payment of
the  Exercise  Price  pursuant  to Section  3.1  above,  the Holder may elect to
convert this Warrant (the  "Conversion  Right"),  in whole or in part,  into the
number of shares of Common Stock calculated  pursuant to the following  formula,
by surrendering this Warrant and specifying the number of shares of Common Stock
which the Holder desires to convert:

                  X = Y (A - B)
                   ---------
                     A

where:            X = the number of shares of Common Stock to be issued to the
                      Holder;

                  Y = the number of shares of Common Stock subject to this
                      Warrant for which the Conversion Right is being exercised;

                  A = the fair market value of one share of Common Stock; and

                  B = the Exercise Price, as adjusted.



                                       3
<PAGE>

     As used  herein,  the fair market  value of one share of Common Stock shall
mean the closing price per share of the Company's  Common Stock on the principal
securities  exchange  on which the Common  Stock is then  listed or  admitted to
trading or, if not then listed or admitted to trading on any such  exchange,  on
the NASDAQ National Market System, or if not then listed or traded on the NASDAQ
National  Market  System,  the  average of the bid and offer  price per share on
NASDAQ,  in each case averaged over the ten (10) trading days  consisting of the
day  preceding  the date upon which the  Warrant is  exercised  and the nine (9)
consecutive  trading  days prior to such day. If at any time the Common Stock is
not listed or traded on any exchange or system, the current fair market value of
a share of Common  Stock shall be the price per share  which the  Company  could
obtain from a willing buyer (not a current employee, consultant or director) for
shares of Common Stock sold by the Company,  as  determined in good faith by the
Company's board of directors.  Notwithstanding  the preceding  sentence,  if the
Company  shall become a party to a merger,  acquisition  or other  consolidation
pursuant  to which the Company is not the  surviving  entity,  the current  fair
market value of a share of Common Stock shall be deemed to be the value received
by the holders of the Company's Common Stock pursuant to such transaction.

     In the event of any conversion of this Warrant, certificates for the shares
of stock so converted  shall be  delivered to the Holder as soon as  practicable
but, in any event, within three (3) days thereafter and, unless this Warrant has
been fully converted or has expired,  a new Warrant  representing the portion of
the  shares,  if any,  with  respect to which this  Warrant  shall not have been
converted,  shall also be issued to the Holder as soon as practicable but within
such three (3) day period.

     4.  Adjustment of Exercise  Price and Number of Shares.  The Exercise Price
and/or the  number  and kind of shares  purchasable  upon the  exercise  of this
Warrant shall be subject to adjustment  from time to time upon the occurrence of
certain  events  described in this Section 4.

     4.1  Subdivision or Combination of Stock.  In case the Company shall at any
time subdivide its  outstanding  shares of Common Stock into a greater number of
shares,  the number of shares  purchasable  hereunder  shall be  proportionately
increased and the Exercise Price in effect immediately prior to such subdivision
shall be proportionately reduced and, conversely, in case the outstanding shares
of Common  Stock of the  Company  shall be  combined  into a  smaller  number of
shares,  the number of shares  purchasable  hereunder  shall be  proportionately
reduced and the Exercise Price in effect  immediately  prior to such combination
shall be  proportionately  increased.

     4.2 Dividends or Distributions  in Common Stock,  Other Stock, or Property.
If at any time or from time to time the  holders of Common  Stock (or any shares
of capital stock or other securities at the time receivable upon the exercise of
this Warrant) shall have received or become entitled to receive, without payment
therefore,

     (a) Common  Stock or any shares of stock or other  securities  which are at
any time  directly or indirectly  convertible  into or  exchangeable  for Common
Stock, or any rights or options to subscribe for,  purchase or otherwise acquire
any of the foregoing by way of dividend or other distribution,



                                       4
<PAGE>

     (b) any cash paid or  payable  otherwise  than as a regular  periodic  cash
dividend at a rate which is substantially  consistent with past practice (or, in
the case of an initial  dividend,  at a rate which is  substantially  consistent
with  industry  practice),  or

     (c) Common Stock or other or additional  capital stock or other  securities
or property (including cash) by way of spin-off,  split-up, or similar corporate
distribution  (other  than  shares of  Common  Stock  issued  as a stock  split,
adjustments  in  respect of which  shall be covered by the terms of Section  4.1
above),

then and in each such case,  the Holder hereof shall,  upon the exercise of this
Warrant,  be entitled to receive,  in addition to the number of shares of Common
Stock receivable thereupon,  and without payment of any additional consideration
thereof,  the amount of stock and other securities and property  (including cash
in the cases  referred to in clauses (b) and (c) above)  which such Holder would
hold on the date of such  exercise  had it been the  holder  of  record  of such
Common Stock as of the date on which holders of Common Stock  received or became
entitled to receive such shares  and/or all other  additional  capital stock and
other   securities   and   property.

     4.3 Reorganization,  Reclassification,  Consolidation or Merger. If, at any
time while this Warrant is  outstanding,  (i) the Company  effects any merger or
consolidation  of the  Company  with or into  another  entity,  (ii) the Company
effects any sale of all or substantially all of its assets in one or a series of
related  transactions,  (iii) any tender offer or exchange offer (whether by the
Company or another  entity) is  completed  pursuant  to which  holders of Common
Stock are  permitted to tender or exchange  their  shares for other  securities,
cash or property, or (iv) the Company effects any reclassification of the Common
Stock or any  compulsory  share  exchange  pursuant to which the Common Stock is
effectively  converted into or exchanged for other securities,  cash or property
(in any such case, a "Fundamental Transaction"),  then the Holder shall have the
right thereafter to receive,  upon exercise of this Warrant, the same amount and
kind of  securities,  cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental  Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of the number of Warrant Stock
then  issuable   upon   exercise  in  full  of  this  Warrant  (the   "Alternate
Consideration").  The  aggregate  Exercise  Price for this  Warrant  will not be
affected by any such  Fundamental  Transaction,  but the Company shall apportion
such aggregate Exercise Price among the Alternate  Consideration in a reasonable
manner  reflecting  the  relative  value  of  any  different  components  of the
Alternate  Consideration.  If holders of Common Stock are given any choice as to
the  securities,  cash or property to be received in a Fundamental  Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it  receives  upon any  exercise  of this  Warrant  following  such  Fundamental
Transaction.  At the Holder's request, any successor to the Company or surviving
entity in such Fundamental  Transaction  shall issue to the Holder a new warrant
consistent  with the foregoing  provisions  and evidencing the Holder's right to
purchase the  Alternate  Consideration  for the  aggregate  Exercise  Price upon
exercise  thereof.  The terms of any  agreement  pursuant to which a Fundamental
Transaction  is effected  shall  include terms  requiring any such  successor or
surviving  entity  to  comply  with the  provisions  of this  paragraph  (c) and
ensuring that the Warrant (or any such  replacement  security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.
If any Fundamental  Transaction constitutes or results in a change of control of
the  Company,  then at the request of the Holder  delivered  before the 90th day
after such  Fundamental  Transaction,  the  Company  (or any such  successor  or
surviving



                                       5
<PAGE>

entity) will purchase the Warrant from the Holder for a purchase price,  payable
in cash within  five  trading  days after such  request  (or,  if later,  on the
effective  date of the  Fundamental  Transaction),  equal  to the  value  of the
Warrant on the effective date of the Fundamental Transaction, determined using a
Black Scholes valuation model and assumptions  reasonably mutually acceptable to
the Company and Holder,  provided  that for  purposes of such  calculation,  the
market  price of the Common  Stock shall be the higher of the  closing  price on
trading  day  immediately  preceeding  or the  closing  price on the trading day
immediately  following the public announcement of such Fundamental  Transaction,
and in no event will the volatility  factor be greater than fifty percent (50%).
For  purposes of this Section  4.3,  "change of control"  means a sale of all or
substantially  all of the assets of the Company or a consolidation  or merger of
the  Company  into or with any entity or  entities  after  which the  holders of
capital stock of the Company hold less than fifty percent (50%) of the aggregate
outstanding  voting securities of the surviving entity.

     4.4 Additional  Shares.  The number of shares purchasable upon the exercise
of this  Warrant  shall be subject to increase  from time to time in  accordance
with the  provisions  of  Section  6.3(b)  of the  Purchase  Agreement  upon the
occurrence of certain events as set forth in that section.


     4.5 Sale or Issuance Below Warrant Price.

     (a) Adjustment to Warrant  Price.  The "Warrant  Price" shall  initially be
equal to the Fair Market Value, as defined in the Purchase Agreement,  and shall
be subject to adjustment and readjustment from time to time, as required by this
Section 4.5. If the Company shall at any time or from time to time issue or sell
any of its Common Stock, convertible preferred stock, warrants,  options, or any
other rights or securities convertible into or exchangeable for Common Stock for
a  consideration  per share less than the  Warrant  Price in effect  immediately
prior  to the  time of such  issue  or sale  (excluding  certain  securities  as
described  below),  the Warrant  Price shall be reduced  concurrently  with such
issue or sale to a price  (calculated to the nearest tenth of a cent) determined
by dividing  (A) the number of shares of Common  Stock  Outstanding  immediately
prior  to such  issue  or sale  multiplied  by the  Warrant  Price  plus (B) the
aggregate consideration received for such issue or sale, by the number of shares
of Common Stock Outstanding immediately after such issue or sale.

     The  Exercise  Price  shall  also  be  concurrently   reduced  to  a  price
(calculated to the nearest tenth of a cent)  determined by  multiplying  1.25 by
the reduced Warrant Price.

     The number of shares of Common Stock "outstanding" as used in the foregoing
calculation  shall  mean the  number  of  shares  of  Common  Stock  issued  and
outstanding  plus the  number of shares of Common  Stock  issuable  upon (x) the
exercise of all  outstanding  options and warrants to purchase  Common Stock and
(y) the conversion of all outstanding  convertible preferred stock,  convertible
debentures,  or any other rights or securities  convertible into or exchangeable
for Common  Stock.

     (b)  Exceptions to Adjustment  of the Warrant  Price.  No adjustment to the
Warrant  Price or the  Exercise  Price shall be made under this Section 4.5 as a
result of any grant or


                                       6
<PAGE>


issuance by the Company of any rights or  securities  approved by the  Company's
board of directors in good faith,  as follows:

     (i) Any  grant  or  exercise  of any  shares  of  Common  Stock  issued  to
employees,  officers and directors of or consultants to the Company  pursuant to
any stock option plan, employee stock purchase plan or similar plan or incentive
arrangement  approved by the  Company's  board of  directors;

     (ii) Any options,  warrants or other  convertible  securities  or rights or
agreements to purchase securities of the Company outstanding on the date hereof;

     (iii) Any  underwritten  public  offerings of the equity  securities of the
Company (excluding any equity line of credit);

     (iv) Any  equity  securities  issued  for  consideration  other  than  cash
pursuant  to a merger,  consolidation,  acquisition  or other  similar  business
combination;

     (v) Any equity securities issued in connection with any stock split,  stock
dividend or recapitalization  of the Company;

     (vi) Any  equity  securities  of the  Company  issued  in  connection  with
strategic  transactions involving the Company and other entities in a similar or
complementary  business  of the  Company,  such as, but not  limited  to,  joint
ventures,  manufacturing,   marketing  or  distribution  agreements,  technology
transfer agreements, research and development agreements; provided that, in each
case, the primary purpose of such  transaction is not the raising of capital for
the  Company  and the  primary  business  purpose  of such  other  entity is not
investing  in  securities;

     (vii) Any equity securities of the Company issued pursuant to any equipment
leasing   arrangement  or  debt  financing  from  a  bank  or  other   financial
institution;  provided that, in each case, the primary  business purpose of such
other  entity is not  investing in  securities;  and

     (viii) Any shares of Common  Stock issued upon the exercise of this Warrant
or any similar  warrant  issued  pursuant to the Purchase  Agreement.

     (c) Other Factors.  No adjustment shall be made under this Section 4.5 upon
the issuance of any additional  shares of Common Stock which are issued pursuant
to the exercise of any options or warrants or other rights or the  conversion of
any  convertible  securities if any adjustment  shall  previously have been made
upon the issuance of any such options,  warrants or rights or the  conversion of
any convertible securities as provided above. If the maximum number of shares of
Common Stock otherwise  issuable or deemed issued for purposes of this Section 4
upon the  exercise of any options,  warrants,  convertible  securities  or other
rights or  agreements  is not in fact issued and the  remaining  portion of such
options, warrants,  convertible securities or other rights or agreements expires
or otherwise terminates,  then the Exercise Price of this Warrant, as previously
adjusted pursuant to this Section 4.5, shall be readjusted as if such expired or
terminated  portions  had not been  considered  issuable  or deemed  issued  for
purposes of this Section 4.5. In the case of the issuance or deemed  issuance of
shares of Common Stock for a  consideration  other than cash, the


                                       7
<PAGE>

consideration  received by the Company  therefor  shall be deemed to be the fair
value of such  consideration  as determined in good faith by the Company's board
of directors.

     4.6 Limitations on Exercise.

     (a)  Notwithstanding  anything to the contrary contained herein, the number
of shares of Common  Stock that may be acquired by the Holder upon any  exercise
of this Warrant (or otherwise in respect  hereof) shall be limited to the extent
necessary to insure that, following such exercise (or other issuance), the total
number of shares of Common Stock then beneficially  owned by such Holder and its
Affiliates (as defined in Rule 501(b) of Regulation D under the Securities  Act)
under  Section  13(d) of the  Securities  Exchange Act of 1934,  as amended (the
"Exchange  Act"),  does not  exceed  4.999%  of the total  number of issued  and
outstanding  shares of Common Stock  (including  for such purposes the shares of
Common  Stock  issuable  upon  such  exercise).  For such  purposes,  beneficial
ownership  shall be determined in accordance  with Section 13(d) of the Exchange
Act and the rules and regulations  promulgated  thereunder.  Each delivery of an
Exercise Notice hereunder will constitute a representation by the Holder that it
has evaluated the limitation set forth in this paragraph and determined that the
issuance of the full number of shares of Common  Stock to be issued as requested
in such  Exercise  Notice is  permitted  under  this  paragraph.  The  Company's
obligation to issue shares of Common Stock in excess of the limitation  referred
to in this  Section  shall be  suspended  (and  shall  not  terminate  or expire
notwithstanding any contrary provisions hereof) until such time, if any, as such
shares of Common  Stock may be issued in  compliance  with such  limitation.  By
written  notice to the  Company,  the  Holder may waive the  provisions  of this
Section but (i) any such waiver,  including such increase in shares, will not be
effective until the 61st day after such notice is delivered to the Company,  and
(ii) any such waiver  will apply only to the Holder and not to any other  holder
of Warrants.


     (b)  Notwithstanding  anything to the contrary contained herein, the number
of shares of Common  Stock that may be acquired by the Holder upon any  exercise
of this Warrant (or otherwise in respect  hereof) shall be limited to the extent
necessary to insure that, following such exercise (or other issuance), the total
number of shares of Common Stock then beneficially  owned by such Holder and its
Affiliates (as defined in Rule 501(b) of Regulation D under the Securities  Act)
under  Section 13(d) of the  Securities  Exchange Act, does not exceed 9.999% of
the total number of issued and outstanding shares of Common Stock (including for
such purposes the shares of Common Stock issuable upon such exercise).  For such
purposes,  beneficial  ownership  shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations  promulgated thereunder.
Each delivery of an Exercise Notice  hereunder will constitute a  representation
by the Holder that it has evaluated the  limitation  set forth in this paragraph
and determined that the issuance of the full number of shares of Common Stock to
be  issued  as  requested  in such  Exercise  Notice  is  permitted  under  this
paragraph. The Company's obligation to issue shares of Common Stock in excess of
the  limitation  referred to in this Section  shall be suspended  (and shall not
terminate or expire  notwithstanding  any contrary provisions hereof) until such
time,  if any, as such shares of Common Stock may be issued in  compliance  with
such  limitation.  By written  notice to the  Company,  the Holder may waive the
provisions of this Section but (i) any such waiver,  including  such increase in
shares,  will not be effective until the 61st day after such notice is delivered
to the  Company,  and (ii) any such waiver will apply only to the Holder and not
to any other holder of Warrants.


                                       8
<PAGE>


     4.7 Notice of Adjustment. Upon any adjustment of the Exercise Price, and/or
any increase or decrease in the number of shares  purchasable  upon the exercise
of this Warrant, the Company shall issue a certificate prepared by the Company's
chief  financial  officer,  stating  the  Exercise  Price  resulting  from  such
adjustment  and the  increase  or  decrease,  if any,  in the  number  of shares
purchasable  at such price upon the exercise of this Warrant,  and setting forth
in  reasonable  detail the method of  calculation  and the facts upon which such
calculation is based.  The Company shall send a copy of such  certificate to the
Holder of this Warrant,  by first class mail, postage prepaid, at the address of
such Holder as shown on the books of the Company,  promptly after the occurrence
of the event  triggering an adjustment  under this Section 4.

     4.8 Other  Notices.  If at any time:

     (a) the Company shall declare any cash dividend or distribution upon shares
of its Common Stock;

     (b) the Company shall declare any dividend upon its Common Stock payable in
stock or make any special  dividend or other  distribution to the holders of its
Common  Stock;

     (c) the Company shall offer for subscription pro rata to the holders of its
Common Stock any  additional  shares of stock of any class or other  rights,  or
shall offer any of its securities pursuant to a public offering;

     (d) there shall be any capital  reorganization or  reclassification  of the
capital stock of the Company,  or consolidation or merger of the Company with or
into, or sale of all or substantially all of its assets to, another corporation;


     (e) there shall be a voluntary or involuntary  dissolution,  liquidation or
winding-up of the Company;  or

     (f) the Company shall take or propose to take any other  action,  notice of
which is  actually  provided  (or is required  to be  provided,  pursuant to any
written agreement) to holders of Common Stock;

then,  in any one or more of said cases,  the Company shall give, by first class
mail, postage prepaid, addressed to the Holder of this Warrant at the address of
such Holder as shown on the books of the Company,  written  notice setting forth
the  principal  terms of such event (i) at least  twenty  (20) days prior to the
date on which the books of the Company  shall  close or a record  shall be taken
for such dividend, distribution or subscription rights or for determining rights
to vote in respect of any such reorganization, reclassification,  consolidation,
merger, sale, dissolution,  liquidation or winding-up, or other action described
in  clause  (f)  above  and  (ii)  in the  case  of any  such  public  offering,
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation  or  winding-up,  or other  action  described in clause (f) above at
least  twenty  (20) days prior to the date when the same shall take  place.  Any
notice given in accordance with the foregoing clause (i) shall also specify,  in
the case of any such dividend,  distribution or subscription rights, the date on
which the holders of Common Stock shall be entitled thereto. Any notice given in
accordance  with the  foregoing  clause

                                       9
<PAGE>


(ii) shall also specify the  approximate  date after which the holders of Common
Stock shall be entitled to exchange  their Common Stock for  securities or other
property deliverable upon such reorganization, reclassification,  consolidation,
merger, sale dissolution,  liquidation or winding-up,  or other action described
in clause (f) above, as the case may be.

     5. Cash  Dividends.  If the Company,  at any time while this Warrant or any
portion hereof remains  outstanding and unexpired,  shall pay or elect to pay or
declare and set apart for payment a regular periodic cash dividend on any shares
of Common  Stock,  the Holder of this Warrant  shall be entitled to receive such
dividend as if this Warrant had then been exercised.

     6. Issue Tax. The issuance of certificates  for shares of Common Stock upon
the exercise of this Warrant shall be made without  charge to the Holder of this
Warrant  for any issue  tax in  respect  thereof;  provided,  however,  that the
Company  shall not be required to pay any tax which may be payable in respect of
any transfer  involved in the issuance and delivery of any certificate in a name
other than that of the then Holder of the Warrant being exercised.

     7. Closing of Books.  The Company will at no time close its transfer  books
against the  transfer of this Warrant or of any shares of Common Stock issued or
issuable upon the exercise of this Warrant in any manner during normal  business
hours which  interferes with the timely  exercise of this Warrant.

     8. No Voting  Rights;  Limitation of Liability.  Nothing  contained in this
Warrant  shall be construed as  conferring  upon the Holder  hereof the right to
vote or to consent as a shareholder in respect of meetings of  shareholders  for
the  election of  directors  of the  Company or any other  matters or any rights
whatsoever as a shareholder of the Company. No provisions hereof, in the absence
of affirmative  action by the Holder to purchase shares of Common Stock,  and no
mere enumeration herein of the rights or privileges of the Holder hereof,  shall
give  rise to any  liability  of such  holder  for the  Exercise  Price  or as a
shareholder of the Company, whether such liability is asserted by the Company or
by its creditors.

     9.  Registration  Rights.  The  Holder  hereof  shall  be  entitled  to the
registration rights set forth in the Purchase Agreement.

     10.  Transferability of Securities.

     10.1 Transferability.  The Warrant and Warrant Stock shall be transferable,
in whole or in part,  without  charge to the Holder hereof  (except for transfer
taxes),  upon surrender of this Warrant  properly  endorsed and upon delivery of
the Assignment in  substantially  the form attached hereto as Exhibit B, subject
to  the  conditions   specified  in  this  Section  10  and  by  any  applicable
restrictions  set  forth  in  Section  6.3  of  the  Purchase  Agreement,  which
conditions  and  restrictions  are  intended  to  insure   compliance  with  the
provisions of the Securities Act. Each Holder will cause any proposed transferee
of the  Warrant  or  Warrant  Stock to agree  to take and hold  such  securities
subject to the provisions  and upon the conditions  specified in this Section 10
and by the restrictions set forth in the Purchase Agreement if and to the extent
that such  securities  continue to be restricted  securities in the hands of the
transferee.  Each taker and  Holder of this  Warrant,  by taking or holding  the
same,  consents and agrees that this Warrant,  when endorsed in blank,  shall be


                                       10
<PAGE>

deemed negotiable, and that the Holder hereof, when this Warrant shall have been
so endorsed,  may be treated by the Company and all other  persons  dealing with
this  Warrant as the  absolute  owner  hereof for any  purpose and as the person
entitled to  exercise  the rights  represented  by this  Warrant;  but until the
transfer  hereof  on the  books  of the  Company,  the  Company  may  treat  the
registered owner hereof as the owner for all purposes.



     10.2  Restrictive  Legend and  Restrictions  on  Transfer.  The Warrant and
Warrant Stock shall be subject to the legend  requirements  and  restrictions on
transfer as set forth in the Purchase Agreement.

     10.3 Rights and  Obligations  Survive  Exercise of Warrant.  The rights and
obligations of the holder of the Warrant Stock  contained in this Section 10 and
the Purchase Agreement shall survive the exercise of this Warrant.


     11.  Modification and Waiver.  This Warrant and any provision hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed  by the  party  against  which  enforcement  of the same is  sought.

     12. Notices. Any notice, request or other document required or permitted to
be given or delivered to the Holder  hereof or the Company shall be delivered or
shall be sent by certified or registered  mail,  postage  prepaid,  to each such
Holder at its  address as shown on the books of the Company or to the Company at
the address indicated in the first paragraph of this Warrant or shall be sent by
facsimile transmission to any number provided by a Holder or the Company for the
purpose of this Section 12.


     13. Binding  Effect on  Successors.  This Warrant shall be binding upon any
corporation  succeeding the Company by merger,  consolidation  or acquisition of
all or substantially all of the Company's assets.  All of the obligations of the
Company relating to the Warrant Stock shall survive the exercise and termination
of this Warrant.  All of the covenants and agreements of the Company shall inure
to  the  benefit  of the  successors  and  assigns  of the  Holder  hereof.

     14. Descriptive Headings and Governing Law. The descriptive headings of the
several  sections and  paragraphs  of this Warrant are inserted for  convenience
only and do not constitute a part of this Warrant.

     15.  Governing  Law and  Forum.  This  Warrant  shall  be  governed  by and
construed in accordance  with the laws of the State of New York,  without giving
effect to any  choice of law  provisions  thereof,  and the  federal  law of the
United  States of America.  The parties  hereto agree to submit to the exclusive
jurisdiction  of the  federal  and  state  courts  of the State of New York with
respect to the  interpretation of this Warrant or for the purposes of any action
arising  out  of or  related  to  this  Warrant.

     16.  Lost  Warrants  or Stock  Certificates.  The  Company  represents  and
warrants  to  the  Holder  hereof  that  upon  receipt  of  evidence  reasonably
satisfactory to the Company of the loss,  theft,  destruction,  or mutilation of
any Warrant or stock  certificate  and,  in the case of any such loss,  theft or
destruction,  upon  receipt  of an  indemnity  reasonably  satisfactory  to  the
Company,  or in the case of any such mutilation upon surrender and  cancellation
of such Warrant or stock  certificate,  the


                                       11
<PAGE>

Company at its expense will make and deliver a new Warrant or stock certificate,
of like tenor, in lieu of the lost,  stolen,  destroyed or mutilated  Warrant or
stock certificate.


     17.  Fractional  Shares. No fractional shares shall be issued upon exercise
of this Warrant. The Company shall, in lieu of issuing any fractional share, pay
to the Holder  entitled  to such  fraction a sum in cash equal to such  fraction
multiplied by the then fair market value of a share of Common Stock, which shall
be determined in accordance with the provisions of Section 3 of this Warrant.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
and delivered by its officers, thereunto duly authorized as of January 14, 2002.

                                          COMPANY:

                                          TRIMBLE NAVIGATION LIMITED


                                          By:  ________________________________

                                          Print Name: _________________________

                                          Title: ______________________________



ACKNOWLEDGED AND AGREED:

HOLDER:

_______________________________________



By: ___________________________________

Print Name: ___________________________

Title: ________________________________

Address: ______________________________

         ______________________________

         ______________________________




                                       12
<PAGE>



                                    EXHIBIT A

                              FORM OF SUBSCRIPTION

                  (To be signed only upon exercise of warrant)

TO:      Chief Financial Officer
         Trimble Navigation Limited
         645 North Mary Avenue
         Sunnyvale, California   94088

     The  undersigned,  the holder of the  within  Warrant,  hereby  irrevocably
elects to exercise the purchase  right  represented  by such Warrant for, and to
thereunder:

          (a)  purchase  _____________  shares of the  Common  Stock of  Trimble
     Navigation Limited and herewith tenders full payment of  $________________,
     representing  the full purchase price for such shares at the Exercise Price
     per share provided for in such Warrant;

            (Leave blank if you choose the second alternative below.)

or

          (b) effect Conversion Right provisions as provided for in Section 3 of
     the Warrant with respect to  _______________  shares otherwise  exercisable
     pursuant to the Warrant and receive  that number of shares of Common  Stock
     of Trimble Navigation Limited as determined in accordance with terms of the
     Conversion  Right  provided for in the Warrant,  in lieu of exercising  the
     attached  Warrant  for cash,  check or  consideration  as  provided  for in
     Section 3 of the Warrant.

   (Initial here if the undersigned elects this second alternative. _______)

     The  undersigned  represents that it is acquiring such Common Stock for its
own account for investment and not with a view to or for sale in connection with
any distribution  thereof (subject,  however, to any requirement of law that the
disposition thereof shall at all times be within its control).

 Dated:  ___________________
                                    ___________________________________________
                                    (Signature must conform in all respects to
                                     name of holder as specified on the face of
                                     the Warrant)


                                    ___________________________________________
                                    ___________________________________________
                                    (Address)


                                       13
<PAGE>



                                    EXHIBIT B

                               FORM OF ASSIGNMENT

     FOR VALUE  RECEIVED,  the  undersigned,  the holder of the within  Warrant,
hereby sells,  assigns and transfers all of the rights of the undersigned  under
the within Warrant, with respect to the number of shares of Common Stock covered
thereby set forth hereinbelow, unto:

 Name of Assignee(s)             Address                         No. of Shares





Dated:  ___________________



                                      _________________________________________
                                      (Signature must conform in all respects to
                                       name of holder as specified on the face
                                       of the Warrant)



                                       14
<PAGE>