FORM OF WARRANT


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.

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Date of Issuance: April 12, 2002


                            WARRANT TO PURCHASE UP TO
                        376,233 SHARES OF COMMON STOCK OF
                           TRIMBLE NAVIGATION LIMITED

No. WT-1

     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 Spectra Physics Holdings USA, Inc., a
Delaware corporation  ("SPH").  This warrant certifies that SPH and its nominees
or assigns  hereunder  ("Holder") is entitled to purchase from the Company up to
three hundred seventy six thousand two hundred thirty three (376,233) fully paid
and nonassessable shares of the Company's Common Stock (the "Warrant Shares") at
such exercise  prices (the "Exercise  Prices") and at such times as specified in
the  Exercise  Price and  Vesting  Schedule  attached  hereto as  Exhibit B 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 provisions  hereof.  The Exercise  Prices 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 such exercise  prices and at
such  times  as  specified  in  the   Exercise   Price  and  Vesting   Schedule.
Notwithstanding  anything in this Warrant to the  contrary,  this Warrant  shall
become  null and void as of 5:00 p.m.,  California  time,  on July 14, 2009 (the
"Expiration
<PAGE>


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 this Warrant,  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 9.

     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. Payment of Exercise Price. Payment of the Exercise Price may be made, at
the option of the Holder, in cash or by certified check.

     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 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

                                       2
<PAGE>


a small number of shares, the Exercise Price in effect immediately prior to such
combination  shall be  proportionately  increased.  Upon each  adjustment of the
Exercise  Price,  pursuant to this Section 4.1, the Holder shall  thereafter  be
entitled to purchase, at the Exercise Price resulting from such adjustment,  the
number  of  shares   obtained  by  multiplying  the  Exercise  Price  in  effect
immediately  prior  to such  adjustment  by the  number  of  shares  purchasable
pursuant hereto  immediately prior to such adjustment,  and dividing the product
thereof by the Exercise Price resulting from such adjustment.

     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,

     (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  Merger,  Sale of Assets,  Reclassification,  etc. If at any time while
this Warrant, or any portion hereof, is outstanding and unexpired there shall be
(i) a reorganization  (other than a combination,  reclassification,  exchange or
subdivision  of  shares  otherwise  provided  for  herein),  (ii)  a  merger  or
consolidation  of the  Company  with or into  another  corporation  in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving  entity but the shares of the  Company's  capital stock
outstanding  immediately  prior to the  merger  are  converted  by virtue of the
merger  into  other  property,  whether  in the  form of  securities,  cash,  or
otherwise,  or (iii) a sale or transfer of the Company's  properties  and assets
as, or  substantially  as, an entirety to any other  person,  then, as a part of
such reorganization,  merger, consolidation,  sale or transfer, lawful provision
shall be made so that the Holder  shall  thereafter  be entitled to receive upon
exercise of this Warrant, during the period specified herein and upon payment of
the  Exercise  Prices

                                       3
<PAGE>


then in effect, the number of shares of stock or other securities or property of
the  successor   corporation   resulting  from  such   reorganization,   merger,
consolidation,  sale or transfer  that a holder of the shares  deliverable  upon
exercise  of  this  Warrant   would  have  been  entitled  to  receive  in  such
reorganization, consolidation, merger, sale or transfer if this Warrant had been
exercised immediately before such reorganization, merger, consolidation, sale or
transfer,  all subject to further  adjustment as provided in this Section 4. The
foregoing  provisions  of this Section 4.3 shall  similarly  apply to successive
reorganizations,  consolidations,  mergers, sales and transfers and to the stock
or securities of any other  corporation that are at the time receivable upon the
exercise of this Warrant. If the per share  consideration  payable to the holder
hereof for shares in  connection  with any such  transaction  is in a form other
than cash or marketable  securities,  then the value of such consideration shall
be determined in good faith by the Company's Board of Directors.  In all events,
appropriate  adjustment (as  determined in good faith by the Company's  Board of
Directors)  shall be made in the  application  of the provisions of this Warrant
with respect to the rights and interests of the Holder after the transaction, to
the end that the  provisions  of this  Warrant  shall be  applicable  after that
event, as near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.  If the Company,  at
any time while this Warrant,  or any portion  hereof,  remains  outstanding  and
unexpired by  reclassification  of securities or otherwise,  shall change any of
the  securities  as to which  purchase  rights under this Warrant exist into the
same or a different  number of  securities  of any other class or classes,  this
Warrant shall thereafter  represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with respect
to the  securities  that were subject to the purchase  rights under this Warrant
immediately  prior to such  reclassification  or other  change and the  Exercise
Prices  therefor  shall  be  appropriately  adjusted,  all  subject  to  further
adjustment as provided in this Section 4.

     4.4 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.


     4.5 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;

                                       4
<PAGE>


     (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 (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. 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.

     6. Investment Representations.  Holder is acquiring the Warrant for its own
account,  not as nominee or agent, for investment and not with a view to, or for
resale in  connection  with,  any  distribution  or public  offering  thereof as
defined in the Securities Act of 1933, as amended (the "Securities Act"). Holder
understands  that the Warrant and Warrant Shares have not been registered  under
the  Securities  Act by  reason of a  specific  exemption  therefrom,  that such
securities must be held by Holder indefinitely, and that Holder must, therefore,
bear the  economic  risk of such  investment  indefinitely,  unless a subsequent
disposition  thereof is registered  under the  Securities  Act or is exempt from
such registration. Holder is an "accredited investor" as such term is defined in
Rule 501 of the Act and was not formed for the specific purpose of acquiring the
Securities.

     7. 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

                                       5
<PAGE>


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.

     8. Registration Rights.

     8.1  Registration  Procedures  And  Expenses.  Except for such times as the
Company may be required to suspend the use of a prospectus forming a part of the
Registration Statement (as defined below), the Company will:

     (a) as soon as  practicable,  but in no event  later  than  ten  (10)  days
following the date of effectiveness of Registration  Statement number 333-76986,
use  commercially  reasonable  efforts  to  prepare  and  file  with  the  SEC a
registration  statement on Form S-3 (the "Registration  Statement") covering the
resale of the Warrant Shares by Holder;

     (b) use commercially reasonable efforts to cause the Registration Statement
to become effective under the Securities Act as soon as practicable;

     (c) prepare and file with the SEC such  amendments  and  supplements to the
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep the Registration  Statement  continuously  effective until the
earliest of (i) the second  anniversary  of the earlier of the date on which (x)
this Warrant becomes fully exercisable and (y) the date the Amended and Restated
Promissory Note issued by the Company to the Holder is repaid,  (ii) the date on
which Holder may sell all Warrant  Shares then held by it and all Warrant Shares
purchasable by it without volume limitations and without  registration by reason
of Rule 144 promulgated  under the Securities Act ("Rule 144") or any other rule
of similar effect,  or (iii) such time as all Warrant Shares purchased by Holder
have been sold;

     (d) so long as the Registration  Statement is effective covering the resale
of Warrant Shares owned by Holder, furnish to Holder with respect to the Warrant
Shares registered under the Registration Statement (and to each underwriter,  if
any, of such Warrant  Shares) such  reasonable  number of copies of prospectuses
and  such  other  documents  as  Holder  may  reasonably  request,  in  order to
facilitate  the public  sale or other  disposition  of all or any of the Warrant
Shares by Holder;  provided,  however,  that the  obligation  of the  Company to
deliver copies of  prospectuses to Holder shall be subject to the receipt by the
Company of  reasonable  assurances  from  Holder  that it will  comply  with the
applicable provisions of the Securities Act and of such other securities laws as
may be applicable in connection with any use of such prospectuses;

     (e) use commercially  reasonable  efforts to file documents required of the
Company for normal Blue Sky clearance in states  specified in writing by Holder;
provided,  however,  that the  Company  shall not be  required  to qualify to do
business  or consent to  service  of  process in any  jurisdiction  in which the
Company is not now so qualified or has not so consented; and

                                       6
<PAGE>


     (f) bear all expenses in connection  with the  procedures in paragraphs (a)
through (e) of this  Section  8.1 and the  registration  of the  Warrant  Shares
pursuant to the Registration Statement, other than fees and expenses, if any, of
counsel or other advisers to Holder or  underwriting  discounts,  brokerage fees
and commissions incurred by Holder, if any.

     8.2 Demand Registration.

     (a) After the Company shall no longer be required to keep the  Registration
Statement  continuously  effective  pursuant to Section  8.1(c) (the  "Scheduled
Shelf  Termination"),  the  Holder  shall  have  the  right  to  request  demand
registrations  on Form S-3 covering  the resale of the Warrant  Shares by Holder
(such  requests  shall be in  writing  and shall  state the  number of shares of
Warrant Shares to be disposed of and the intended methods of disposition of such
shares  by such  Holder),  provided,  however,  that the  Company  shall  not be
obligated  to effect any such  registration  (i) if the Holder  proposes to sell
Warrant Shares at an aggregate price to the public of less than $1,000,000, (ii)
if in the good faith  judgment of the Board of Directors  of the  Company,  such
registration  would be  seriously  detrimental  to the  Company and the Board of
Directors of the Company concludes,  as a result,  that it is essential to defer
the filing of such  registration  statement  at such time,  (iii) if, in a given
twelve-month  period, the Company has effected one (1) such registration in such
period  or (v) if it is to be  effected  more  than  two  (2)  years  after  the
Scheduled Shelf Termination.

     (b) If a request  complying  with the  requirements  of  Section  8.2(a) is
delivered to the Company,  the provisions of Section  8.1(d),  8.1(e) and 8.1(f)
shall apply to such registration. The Company shall not be obligated to keep any
registration statement filed pursuant to Section 8.2(a) continuously  effective.
In lieu of filing a  registration  statement  pursuant  to Section  8.2(a),  the
Company may, at its option,  continue to keep the  Registration  Statement filed
pursuant to Section 8.1 effective  after the Scheduled  Shelf  Termination.


     8.3 Third  Party  Registration  Rights.  The  Holder  acknowledges  (i) the
existing  registration  rights of John Hancock Mutual Life Insurance Company and
John Hancock Life Insurance  Company  pursuant to a Warrant  Purchase  Agreement
dated June 13, 1994, for an aggregate of 400,000 shares of Common Stock and (ii)
that from time to time the Company  may grant  additional  registration  rights,
hereby  expressly  agrees  to the  inclusion  of any or all such  shares  in any
Registration  Statement or amendment thereto.

     9. Transferability of Securities.

     9.1  Transferability.  The Warrant and the Warrant  Shares  (together,  the
"Securities") 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  C,  subject  to the  conditions  and  restrictions
specified in this Section 9, 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 Shares to agree to take
and hold such  securities  subject  to the  provisions  and upon the  conditions
specified in this Section 9 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

                                       7
<PAGE>


the same,  consents and agrees that this Warrant,  when endorsed in blank, shall
be 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.  Each taker and Holder of
this Warrant  covenants  and agrees not to transfer  Warrant  Shares unless such
Holder has been the record and  beneficial  owner of such Warrant  Shares for at
least  thirty-two  (32) days.

     9.2 Restrictive Legend. Holder understands and agrees that each certificate
or other document evidencing the Securities shall be endorsed with the legend in
the form set  forth  below.  Holder  covenants  that it will  not  transfer  the
Securities  represented  by any  such  certificate  without  complying  with the
restrictions on transfer described in the legend endorsed on such certificate or
as otherwise  permitted by the provisions of Section 9.3 below) and  understands
that the Company will refuse to register a transfer of any Securities unless the
conditions specified in the following legend are satisfied:

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.

     At such time as a legend is no longer required for certain Securities,  the
Company will, no later than three trading days  following the delivery by Holder
to the  Company  or the  Company's  transfer  agent  of a  legended  certificate
representing such securities,  deliver or cause to be delivered to such Holder a
certificate  representing  such securities that is free from all restrictive and
other legends.

     Holder  covenants that it will not transfer the Warrant Shares  represented
by any such certificate without complying with any applicable requirements under
the  Securities  Act to deliver the final  prospectus  included in the effective
Registration  Statement to any offeree of such Warrant Shares.  Holder agrees to
indemnify  and hold  harmless the Company  from and against all claims,  losses,
damages,  costs and  expenses  arising out of any failure to deliver  such final
prospectus.

     9.3 Restrictions on Transfer

     (a) Holder agrees that it will not effect any disposition of the Securities
that would  constitute  a sale  within  the  meaning  of the  Securities  Act or
pursuant  to any  applicable  state  securities  or Blue  Sky  laws,  except  as
contemplated in the Registration  Statement  referred to in Section 8.1 above or
pursuant to: (i) a written opinion of legal counsel  reasonably  satisfactory to
the Company and addressed to the Company to the effect that  registration is not
required in connection

                                       8
<PAGE>



with the  proposed  transfer  or (ii) a  "no-action"  letter from the SEC to the
effect that the transfer of such securities without registration will not result
in a  recommendation  by the staff of the SEC that action be taken with  respect
thereto,  whereupon the holder of such securities  shall be entitled to transfer
such  securities  in  accordance  with the terms of the notice  delivered by the
holder to the Company.  Each certificate,  warrant or other security  evidencing
the  securities  transferred  as  above  provided  shall  bear  the  appropriate
restrictive legends set forth in Section 9.2 above.

     (b)  Holder  acknowledges  that  there may  occasionally  be times when the
Company  must  suspend  the  use  of  the  prospectus  forming  a  part  of  the
Registration  Statement  until such time as an  amendment or  supplement  to the
Registration Statement has been filed by the Company and declared effective,  or
until such time as the  Company  has filed an  appropriate  report  with the SEC
pursuant to the Exchange Act. Holder hereby  covenants that it will not sell any
Warrant Shares pursuant to said prospectus  during the period  commencing at the
time at which the Company gives Holder  written  notice of the suspension of the
use of said  prospectus  and ending at the time the Company gives Holder written
notice that Holder may thereafter effect sales pursuant to said prospectus.

     (c) None of the Securities shall be transferable except upon the conditions
specified in this Section 9, which are  intended to ensure  compliance  with the
provisions of the Securities Act.  Holder will cause any proposed  transferee of
the Securities held by Holder to agree to take and hold such Securities  subject
to the provisions and upon the conditions  specified in this Section 9 if and to
the extent that such  Securities  continue to be  restricted  securities  in the
hands of the  transferee.

     9.4  Termination Of Conditions And  Obligations.  The conditions  precedent
imposed by Section 9.3 above regarding the transferability of the Warrant Shares
shall cease and terminate as to any particular number of the Warrant Shares upon
the date on which  the  Holder  may sell  without  volume  limitations  all such
Warrant  Shares then held by the Holder without  registration  by reason of Rule
144 or any other rule of similar effect.

     9.5 Rights and  Obligations  Survive  Exercise of  Warrant.  The rights and
obligations of the holder of the Warrant Shares  contained in this Section shall
survive    the    exercise    of    this    Warrant.

     10. Indemnification.

     (a) For purposes of this Section 10:

               (i)  the term "Holder" shall include Holder and any affiliate (as
                    such term is  defined  pursuant  to Rule  12b-2  promulgated
                    under the Exchange Act) of Holder;

               (ii) the term  "Prospectus"  shall  mean the  prospectus  and any
                    amendment or supplement thereto in the form first filed with
                    the  SEC  pursuant  to Rule  424(b)  promulgated  under  the
                    Securities  Act or, if no Rule

                                       9
<PAGE>


                    424(b) filing  is  required,  filed  as part of the
                    Registration Statement at the time of effectiveness; and

     (iii) the term "Registration Statement" shall include any final prospectus,
exhibit,  supplement  or amendment  included in or relating to the  Registration
Statement.

     (b) The Company  agrees to indemnify  and hold  harmless each of Holder and
each person,  if any, who controls  Holder within the meaning of the  Securities
Act,  against any losses,  claims,  damages,  liabilities or expenses,  joint or
several,  to which such Holder or such  controlling  person may become  subject,
under the  Securities  Act,  the  Exchange  Act,  or any other  federal or state
statutory  law or  regulation,  or at  common  law or  otherwise  (including  in
settlement of any  litigation,  if such  settlement is effected with the written
consent of the Company), insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof as  contemplated  below) arise out of or
are based upon any untrue  statement or alleged untrue statement of any material
fact contained in the Registration  Statement or Prospectus,  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,  in
light of the  circumstances  in which they were made, not  misleading,  and will
reimburse each Holder and each such  controlling  person for any legal and other
expenses  reasonably  incurred as such expenses are reasonably  incurred by such
Holder or such controlling person in connection with  investigating,  defending,
settling,  compromising  or paying  any such  loss,  claim,  damage,  liability,
expense or action; provided, however, that the Company will not be liable in any
such case to the extent that any such loss, claim, damage,  liability or expense
arises  out of or is based  upon  (i) an  untrue  statement  or  alleged  untrue
statement or omission or alleged omission made in the Registration  Statement or
Prospectus in reliance upon and in conformity with written information furnished
to the Company by or on behalf of Holder  expressly  for use  therein,  (ii) the
failure of Holder to comply  with the  covenants  and  agreements  contained  in
Section 9 above  respecting sale of the Securities,  (iii) the inaccuracy of any
representations  made by Holder  herein or (iv) any statement or omission in any
Prospectus that is corrected in any subsequent  Prospectus that was delivered to
Holder prior to the pertinent sale or sales by Holder.

     (c) Holder will severally indemnify and hold harmless the Company,  each of
its directors,  each of its officers who signed the  Registration  Statement and
each  person,  if any,  who  controls  the  Company  within  the  meaning of the
Securities Act, against any losses, claims, damages,  liabilities or expenses to
which the Company,  each of its  directors,  each of its officers who signed the
Registration  Statement  or  controlling  person may become  subject,  under the
Securities Act, the Exchange Act, or any other federal or state statutory law or
regulation,  or at common  law or  otherwise  (including  in  settlement  of any
litigation,  if such  settlement is effected with the written consent of Holder)
insofar as such losses, claims, damages,  liabilities or expenses (or actions in
respect  thereof as  contemplated  below) arise out of or are based upon (i) any
failure by such Holder to comply with the covenants and agreements  contained in
Section 9 above  respecting the sale of the  Securities,  (ii) the inaccuracy of
any  representations  made by such Holder  herein or (iii) any untrue or alleged
untrue statement of any material fact contained in the Registration Statement or
the Prospectus,  or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances in which they were made, not misleading,  in each
case to the  extent,  but only to the  extent,  that such  untrue  statement  or
alleged  untrue  statement  or  omission  or  alleged  omission  was made in the
Registration  Statement or

                                       10
<PAGE>


Prospectus in reliance upon and in conformity with written information furnished
to the Company by or on behalf of Holder  expressly  for use  therein,  and will
reimburse the Company,  each of its  directors,  each of its officers who signed
the Registration Statement or controlling person for any legal and other expense
reasonably  incurred,  as such expenses are reasonably  incurred by the Company,
each  of its  directors,  each  of its  officers  who  signed  the  Registration
Statement or controlling  person in connection  with  investigating,  defending,
settling,  compromising  or paying  any such  loss,  claim,  damage,  liability,
expense or action.

     (d) Promptly after receipt by an indemnified party under this Section 10 of
notice of the threat or commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against an indemnifying  party under
this Section 10, promptly notify the indemnifying party in writing thereof,  but
the  omission so to notify the  indemnifying  party will not relieve it from any
liability  which  it may  have to any  indemnified  party  for  contribution  or
otherwise to the extent it is not  prejudiced  as a result of such  failure.  In
case  any  such  action  is  brought  against  any  indemnified  party  and such
indemnified party seeks or intends to seek indemnity from an indemnifying party,
the  indemnifying  party will be entitled to participate  in, and, to the extent
that  it may  wish,  jointly  with  all  other  indemnifying  parties  similarly
notified, to assume the defense thereof with counsel reasonably  satisfactory to
such indemnified party; provided,  however, if the defendants in any such action
include  both  the  indemnified  party  and  the  indemnifying   party  and  the
indemnified  party shall have reasonably  concluded that there may be a conflict
between the positions of the  indemnifying  party and the  indemnified  party in
conducting  the defense of any such  action or that there may be legal  defenses
available to it and/or other  indemnified  parties which are  different  from or
additional to those available to the indemnifying  party, the indemnified  party
or parties shall have the right to select separate  counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties.  Upon receipt of notice from the indemnifying
party to such  indemnified  party of its  election to assume the defense of such
action and approval by the indemnified party of counsel,  the indemnifying party
will not be liable to such indemnified party under this Section 10 for any legal
or other expenses  subsequently incurred by such indemnified party in connection
with the defense  thereof unless (i) the  indemnified  party shall have employed
such counsel in connection  with the  assumption of legal defenses in accordance
with the proviso to the preceding sentence (it being understood,  however,  that
the  indemnifying  party  shall not be liable for the  expenses of more than one
separate   counsel,   reasonably   satisfactory  to  the   indemnifying   party,
representing the indemnified parties who are parties to such action) or (ii) the
indemnifying  party shall not have employed counsel  reasonably  satisfactory to
the  indemnified  party to represent the  indemnified  party within a reasonable
time  after  notice  of  commencement  of  action,  in each of which  cases  the
reasonable  fees  and  expenses  of  counsel  shall  be at  the  expense  of the
indemnifying party.

     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

                                       11
<PAGE>


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. 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.

     15. 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.

     16.  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.

     17.  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 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.

     18.  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.



                [Remainder of this Page Intentionally Left Blank]


                                       12
<PAGE>



     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
and delivered by its officers, thereunto duly authorized as of April 12, 2002.

                                    COMPANY:

                                    TRIMBLE NAVIGATION LIMITED


                                    By:  /s/ Mary Ellen Genovese
                                    Print Name: Mary Ellen Genovese
                                    Title: CFO

ACKNOWLEDGED AND AGREED:

SPECTRA PHYSICS HOLDINGS USA, INC.


By: /s/ Kenneth J. Apicerno
    -------------------------------------------------
Print Name:  Kenneth J. Apicerno
            -----------------------------------------
Title:  Treasurer
       ----------------------------------------------
Address:
         --------------------------------------------

         --------------------------------------------

         --------------------------------------------

                                       13
<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 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.

      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)


<PAGE>



                                    Exhibit B

                       EXERCISE PRICE AND VESTING SCHEDULE



     This Warrant shall be  exercisable  in whole or in part with respect to two
hundred thousand (200,000) shares of Common Stock at an exercise price of $15.11
during the period  commencing  on the date of issuance and expiring on April 12,
2007 at 5:00 p.m. California time.

     Beginning July 14, 2002 and every July 14, October 14, January 14 and April
14 after such date (each an  "Additional  Vesting  Date")  through and including
July 14, 2004,  this Warrant  shall become  exercisable  in whole or part for an
additional  number of  shares of Common  Stock  (rounded  to the  closest  whole
number)  equal to the  quotient  of (i) the  amount of  principal  and  interest
outstanding  with respects to the Amended and Restated  Subordinated  Promissory
Note dated the date hereof  issued by the Company to the Holder (if any) divided
by (ii) one million (1,000,000),  multiplied by 250. Notwithstanding anything in
this Warrant to the  contrary,  this Warrant  shall not become  exercisable  for
greater than an aggregate of three  hundred  seventy six  thousand,  two hundred
thirty  three  (376,233)  shares of  Common  Stock,  subject  to  adjustment  as
described in Section 4. The exercise price applicable to the additional  Warrant
Shares  exercisable on each Additional  Vesting Date shall be the average of the
closing sale prices for a share of Common Stock as quoted on the Nasdaq National
Market for the five (5) trading  days  immediately  preceding  and ending on the
trading day that is one (1) trading day prior to such  Additional  Vesting Date.
This  Warrant  shall be  exercisable  with  respect to such  additional  Warrant
Shares,  in whole or in part,  during the period  beginning  on such  Additional
Vesting  Date and ending on the fifth  anniversary  of such  Additional  Vesting
Date.



<PAGE>




                                    EXHIBIT C

                               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)