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                                                                   EXHIBIT 10.41

                            NON-COMPETITION AGREEMENT

         THIS  NON-COMPETITION  AGREEMENT (this "Agreement"),  is made as of the
1st day of October,  1998, by and between  PARAVANT  COMPUTER  SYSTEMS,  INC., a
Florida corporation (hereinafter referred to as the "Purchaser"),  and C. Hyland
Schooley (hereinafter referred to as the "Selling Shareholder").

                              W I T N E S S E T H:

         WHEREAS,   the   Purchaser,   ENGINEERING   DEVELOPMENT   LABORATORIES,
INCORPORATED, an Ohio corporation ("EDL"), SIGNAL TECHNOLOGY LABORATORIES, INC.,
an Ohio  corporation  ("STL"),  and  the  Shareholders  of both of EDL and  STL,
including the Selling Shareholder are parties to an Acquisition  Agreement dated
as of March 31, 1998 (the "Acquisition Agreement") providing for the acquisition
by  the  Purchaser from the EDL as shareholders  of all of the EDL common stock,
the acquisition  by the  Purchaser,  directly  or indirectly through its wholly-
owned  subsidiary  NewSTL,  from  STL  of  the  STL  Purchased  Assets  and  the
acquisition  by the Purchaser of non-competition agreements from  certain of the
shareholders of STL,  including  the  Selling Shareholder;

         WHEREAS, it is a condition precedent to the obligation of the Purchaser
to complete the Closing  contemplated by the Purchase  Agreement (the "Closing")
that  the  Purchaser  shall  have  received  this  Agreement  from  the  Selling
Shareholder;

         WHEREAS,  Selling  Shareholder desires to induce the Purchaser to enter
into and complete the Closing and to consummate the transaction  contemplated by
the Acquisition Agreement; and

         WHEREAS,  all capitalized  terms used herein and not otherwise  defined
shall have the meanings ascribed to them in the Acquisition Agreement.

         NOW, THEREFORE, in consideration of the foregoing,  Selling Shareholder
hereby agrees with the Purchaser as follows:

         1.  Recitals. The recitals set forth at the beginning of this Agreement
are  true  and  correct and by this reference are incorporated by reference into
the body of this Agreement.

         2.  Representations  and Warranties.  Selling  Shareholder  does hereby
represent and warrant to the Purchaser:

                  (a) That the delivery of this  Agreement  to the  Purchaser by
Selling Shareholder is ancillary to the main business purpose of the Acquisition
Agreement  and is executed  by Selling  Shareholder  to protect  the  legitimate
interests of the Purchaser  with respect to its  acquisition  of EDL and the STL
Purchased Assets;

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                  (b) That the Non-competition  Period (as hereinafter  defined)
and the Geographic Area (as hereinafter  defined),  as described in Section 3 of
this  Agreement,  is appropriate  and reasonable in all respects in light of the
nature of the  business  conducted  by the  Purchaser,  EDL and  NewSTL  and the
legitimate  need of the Purchaser to protect the  investment by the Purchaser in
EDL and NewSTL following the acquisition; and

                  (c) That the  execution  and delivery of this  Agreement,  the
performance by Selling  Shareholder  of the covenants and  agreements  contained
herein, and the enforcement by the Purchaser of the provisions contained herein,
will cause no undue hardship on Selling Shareholder.

         3. Non-competition.  During the period commencing with the date of this
Agreement  and  continuing   until  fifteen  (15)  years   thereafter,   Selling
Shareholder  agrees that,  except on behalf of the  Purchaser or a subsidiary of
the Purchaser  while employed by the Purchaser or a subsidiary of the Purchaser,
and except to the extent set forth in Section 5 of this Agreement,  he shall not
engage,  directly or  indirectly,  in any business  which competes in any manner
within  the  United  States of  America or its  possessions  or  territories  or
elsewhere  throughout  the world (the  "Geographic  Area") with the  Purchaser's
business  of  design,  manufacture,  repair  and sale of rugged  and  customized
computer systems and medical computer assemblies,  EDL's business of the design,
development, modification and marketing of avionics equipment for use on or with
military   airborne  systems  or  the  business  of  the  design,   development,
production,  modification and marketing of digital signal  processing  equipment
for government intelligence and related applications,  which was included in the
STL Purchased Assets.  For purposes of this Agreement,  the Selling  Shareholder
will be deemed to be engaged in a business if he  participates in such business,
directly or indirectly, as a stockholder, partner, owner, investor, principal or
agent, employee,  officer, director,  creditor,  consultant, or otherwise in any
manner in such business.

         4.  Confidentiality of information,  etc. Selling Shareholder shall not
divulge, communicate, use to the detriment of the  Purchaser, or for the benefit
of  any other business, firm, person,  partnership or corporation,  or otherwise
misuse, any  "Confidential  Information",   data  or  trade  secrets,  including
secret processes, formulas or other technical data, production methods, customer
lists,  or personnel or proprietary information, pertaining to the STL Purchased
Assets, the  Purchaser,  NewSTL  or  other  subsidiaries  of  the  Purchaser, or
their respective   businesses.   Selling   Shareholder   acknowledges  that  any
such  information  or  data  he  may  have  acquired  was either part of the STL
Purchased  Assets  which  were  conveyed  to  the  Purchaser  pursuant   to  the
Acquisition Agreement  or was received in  confidence  and as a fiduciary of the
Purchaser  or  NewSTL.  "Confidential  Information"  shall  be defined as: trade
secrets, customer  names,  addresses,  or  particular  desires  or  needs;   the
market  regions  or  territories;  prices  charged  for  services   or  products
and  the  methods  and formulas  related  to  pricing;   information  concerning
product  development,  manufacturing  processes  and  research  and  development
projects; formulas, inventions and compilations of such information; information
concerning  future  product  or  market  developments;   financial  information;
information regarding suppliers and costs for raw materials and other  supplies;
financing  programs;   business  plans;  and  information  regarding  personnel,
overhead,   distribution  and  other  expenses.    The  parties  stipulate  that
Confidential  Information  and   all elements  of  it  are  important, material,
confidential  and  gravely  affect the successful conduct of the business of the
Purchaser and NewSTL. Upon termination of his


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employment  with the  Purchaser and its  subsidiaries  for any reason and at any
other time the Purchaser or New STL may request,  Selling  Shareholder agrees to
deliver  to the  Purchaser,  all  memoranda,  notes,  plans,  records,  reports,
information and other  documentation  (and copies  thereof),  however  recorded,
relating  to  the  business  of  the  Purchaser  or  NewSTL,  or  which  contain
Confidential  Information  which  he may  possess  or have  under  his  control.
Confidential   Information,   data  or  trade  secrets  shall  not  include  any
information  which:  (a) at the time of disclosure is within the public  domain;
(b) after  disclosure  becomes a part of the public  domain or  generally  known
within the industry  through no fault,  act or failure to act, error,  effort or
breach of this Agreement by Selling  Shareholder;  (c) is known to the recipient
at the time of disclosure; (d) is subsequently discovered by Selling Shareholder
independently of any disclosure by the Purchaser, STL or NewSTL; (e) is required
by order, statute or regulation,  of any governmental  authority to be disclosed
to any federal or state  agency,  court or other body; or (f) is obtained from a
third  party  who has  acquired  a legal  right to  possess  and  disclose  such
information.

         5.  Exceptions and  Exclusions.  With respect to the  restrictions  and
prohibitions  set forth in Sections 3 and 4, such  restrictions and prohibitions
shall not:

                  (a) Restrict or prohibit the Selling Shareholder from engaging
in the activities  required,  but only to the extent required,  to permit STL to
enter into a new contract or accept a new order, to subcontract with NewSTL,  or
to complete any backlog order in accordance with the provisions of Section 5.3.3
of the Acquisition Agreement; and

                  (b)  Nothing  herein  contained  shall be deemed to prevent or
limit the right of Selling  Shareholder to own capital stock or other securities
of  any  corporation  which  are  publicly  owned  or  regularly  traded  in the
over-the-counter market or on any securities exchange;  provided,  however, such
investment  does  not  exceed  five  percent  5%  of  the  issuer's  outstanding
securities of that class.

         6. Equitable  Remedies and Remedies at Law. The parties recognize that,
because  of the  nature of the  subject  matter of this  Agreement,  it would be
impracticable  and  extremely  difficult  to  determine  actual  damages  to the
Purchaser  or NewSTL or in the event of a breach of this  Agreement  by  Selling
Shareholder.  Accordingly, if Selling Shareholder commits a breach, or threatens
to commit a breach of any of the provisions of this Agreement,  the Purchaser or
NewSTL  shall  be  entitled  to all  available  legal  and  equitable  remedies,
including without limitation, injunctive relief, both preliminary and permanent,
and none of such parties  shall be required to post a surety bond in  connection
therewith  and each of such parties  will also be entitled to money  damages for
any loss  suffered or to be suffered as a consequence  of Selling  Shareholder's
breach of this Agreement.

          7.  Severability.  If any of the covenants  contained in Section 3, or
any part thereof,  are held to be unenforceable  because of the duration of such
provisions or the area covered thereby, or ever be deemed to exceed the scope of
business,  the undersigned agrees that the court making such determination shall
have the power to reform the  provisions of this Agreement to the maximum scope,
time or geographic limitations permitted by applicable law.

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         8. Reasonableness. The Purchaser and Selling Shareholder agree that the
covenants of Selling Shareholder set forth in this Agreement are appropriate and
reasonable  when  considered  in light of the nature and extent of the  business
acquired by the Purchaser as the STL Purchased Assets and the business conducted
by the Purchaser and the business to be conducted by NewSTL.

         9.  Exclusive  Jurisdiction.  The parties  hereto  intend to and hereby
confer  jurisdiction  to enforce the  covenants  contained in Section 3 upon the
courts of any state  within the  geographical  scope of such  covenants.  In the
event  that  the  courts  of any  one or more of such  states  shall  hold  such
covenants  wholly  unenforceable  by reason  of the  breadth  of their  scope or
otherwise, it is the intention of the parties hereto that such determination not
bar or in any way affect the  Purchaser's  right to the relief provided above in
the courts or any other state within the geographical scope of such covenants as
to any  subsequent  breach,  as to  breaches  of such  covenants  in such  other
respective  jurisdictions,  the above  covenants  as they  relate to each  state
being, for this purpose, severable into diverse and independent covenants.

         10.  Governing  Law.  Except as  otherwise  provided in Section 9, this
Agreement shall be construed, and the legal relations between the parties hereto
determined,  in accordance  with the laws of the State of Florida  applicable to
agreements  made and to be  performed  entirely  within  the  State of  Florida,
without giving effect to its conflicts of laws provisions.

         11.   Attorneys'  Fees.  In  the  event  any  party  hereto  institutes
litigation  to enforce its rights or remedies  under this  Agreement,  the party
prevailing  in such  litigation  shall be  entitled to receive an award from the
non-prevailing  party of the prevailing party's  reasonable  attorneys' fees and
costs incurred in connection with such  litigation.  The foregoing shall include
reasonable  attorneys' fees and costs (including  paralegals'  fees) incurred at
trial,  on any appeal and in any proceeding in bankruptcy.  The agreement of the
parties represented by this Agreement is in addition to, and not in lieu of, any
other  agreement or obligation of the parties  contained in this Agreement or in
the Acquisition Agreement.

         12.  Enforcement.  The  covenants  of  Selling  Shareholder  under this
Agreement shall be independent of any other contractual relationship between the
Purchaser and Selling Shareholder.  Consequently,  the existence of any claim or
cause  of  action  of  Selling  Shareholder  against  the  Purchaser  shall  not
constitute a defense to the enforcement by the Purchaser of this Agreement.

          13. Assignability and Parties in Interest.  This Agreement shall inure
to the  benefit of and be binding  upon (i) the  Purchaser  and NewSTL and their
respective  successors  and  assigns,   including,   but  not  limited  to,  any
corporation  which  may  acquire  all or  substantially  all of the  assets  and
business of the Purchaser or NewSTL and any corporation  with and into which any
of the Purchaser or NewSTL may be  consolidated  or merged,  or any  corporation
that is the successor  corporation  of any of them in an exchange of stock;  and
(ii)  Selling  Shareholder,   his  heirs,   guardians  and  personal  and  legal
representatives.  Selling  Shareholder  may  not  assign  any of his  rights  or
delegate any of its obligations  hereunder  without the prior written consent of
the Purchaser. This Agreement shall inure


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to the benefit of the Purchaser and NewSTL, notwithstanding the fact that NewSTL
is not a party hereto.  All references in this Agreement to the Purchaser  shall
be deemed to include NewSTL.

         14.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts  and any party  hereto may  execute any such  counterpart,  each of
which when  executed and  delivered  will be deemed to be an original and all of
which  counterparts  taken  together  will  constitute  but  one  and  the  same
instrument.  The execution of this Agreement by any party hereto will not become
effective  until  counterparts  hereof  have been  executed  by all the  parties
hereto.

         15. Waiver.  The failure of any party to insist upon strict performance
of any of the terms or conditions of this Agreement will not constitute a waiver
of any of its rights hereunder.

         16. Complete  Agreement.  This Agreement  contains the entire agreement
between the parties hereto with respect to the transactions  contemplated herein
and the subject  matter hereof and,  except as provided  herein,  supersedes all
previous   oral  and  written  and  all   contemporaneous   oral   negotiations,
commitments, writings and understandings relating to the subject matter hereof.

         17.  Modifications,   Amendments  and  Waivers.  All  modifications  or
amendments  to this  Agreement  shall be in writing  and signed by both  parties
hereto.

         18.  Interpretation.  The headings  contained in this Agreement are for
reference  purposes  only  and  will  not  affect  in any  way  the  meaning  or
interpretation of this Agreement.

         19. Gender, Number. Words of gender may be read as masculine, feminine,
or neuter,  as required  by context.  Words of number may be read as singular or
plural,  as  required  by  context.  All terms  such as  "herein,"  "hereby"  or
"hereunder" refer to this Agreement as a whole.

                         (Signatures on following page.)

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                   (Signatures to Non-Competition Agreement.)

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the date first above written.

                                                 "Purchaser"

                                                 PARAVANT COMPUTER SYSTEMS, INC.
                                                 a Florida corporation

Attest:  /s/   Kevin J. Bartczak                 By:  /s/   Krishan K. Joshi
         ----------------------------                ---------------------------
         Kevin J. Bartczak, Secretary

                  [Corporate Seal]

Signed, Sealed and Delivered in                  "Selling Shareholder"
the Presence of Two Subscribing
Witnesses:

   /s/   Bryce W. Skinn                           /s/   C. Hyland Schooley
-----------------------                           -------------------------
Witness                                           C. Hyland Schooley

  /s/   Teresa A. Collingsworth    
--------------------------------

Witness


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