EXHIBIT 10.80

THIS  NOTE  AND  THE  RIGHTS  OF THE  INITIAL  AND ANY  SUBSEQUENT  SUBORDINATED
NOTEHOLDER   HEREUNDER   ARE  SUBJECT  AND   SUBORDINATE   TO  CERTAIN   "SENIOR
INDEBTEDNESS" ON THE TERMS SET FORTH HEREIN. UPON THE FAILURE OF MAKER TO MAKE A
PAYMENT HEREUNDER, THE AMOUNT IN DEFAULT SHALL BE PAYABLE AS SET FORTH HEREIN.

                AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE

$68,670,470.00                                                   March 20, 2002


     FOR VALUE RECEIVED,  TRIMBLE NAVIGATION LIMITED, a California  corporation,
("Maker"),  hereby  agrees to pay to  SPECTRA  PHYSICS  HOLDINGS  USA,  INC.,  a
Delaware  corporation,  or assigns (collectively the "Holder") the principal sum
of Sixty-Eight Million Six Hundred Seventy Thousand Four Hundred Seventy Dollars
($68,670,470.00) (the "Principal Sum") in accordance with the provisions of this
Note,  together with interest thereon,  or on so much thereof as shall from time
to time remain unpaid, at the rate of ten and forty-one  one-hundredths  percent
(10.41%) per annum, subject to adjustment as provided herein.

     Defined  terms not defined  herein  shall have the meaning set forth in the
Stock and Asset Purchase Agreement dated May 11, 2000 by and among the Maker and
each of the Holder,  Spectra Precision AB and Spectra Precision Europe Holdings,
BV (the "Purchase Agreement").

     Section 1.  Schedule of  Principal  Payments.  All  outstanding  amounts of
principal  and interest  hereunder  shall be paid in full no later than July 14,
2004.

     Section 2. Payment of Interest.

          2.1 General  Interest  Rate.  Interest on any sums due shall accrue at
     the rate of ten and forty-one  one-hundredths  percent  (10.41%) per annum.
     Any payment of  principal  or  interest  not paid when due will accrue at a
     rate (the "Default Interest Rate") equal to the rate of interest  otherwise
     applicable to such amounts plus four percent (4%) per annum.

          2.2 Calculation of Interest. Interest shall be calculated on the basis
     of a year of 360 days comprised of 12 thirty-day months.

     Section  3.  Method of  Payment.  Principal,  interest,  and all other sums
payable  under this Note shall be paid in lawful  money of the United  States in
immediately  available funds, free and clear of, and without deduction or offset
for, any present or future taxes, levies,  imposts,  charges,  withholdings,  or
liabilities  with  respect  thereto,  and  free and  clear of any and all  other
defenses, offsets, claims, counterclaims, credits or deductions of any kind. All
payments of the Principal  Sum and any interest  thereon shall be made in lawful
tender of the United  States of America at the notice  address of the Holder set
out below,  or at such other place as may be  designated by the Holder hereof in
accordance with this Note.

     Section 4. Prepayment.

          4.1 Optional Prepayment.  The Maker shall have the right to prepay the
     whole or any part of the unpaid  balance of the  Principal  Sum and accrued
     interest at any time and from time to time without penalty.

          4.2  Mandatory  Prepayment.  Maker  shall pay to Holder all of the Net
     Proceeds of any offering of  Qualifying  Securities  until the  outstanding
     Principal  Sum and accrued  interest is paid in full;  provided that in the
     event that the Maker shall have a ratio of total Debt  (excluding the Note)
     to EBITDA (as  defined in  Section  5.2) of greater  than 3.0 to 1.0 at the
     time of such offering,  then Maker shall only be required to pay the Holder
     fifty percent (50%) of the Net Proceeds of such offering;  provided further
     that in the event that any Holder of this Note  shall  have  assigned  this
     Note in part, such prepayment  shall be allocated among the Holder together
     with

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     any subsequent  holder or holders on a pro rata basis. Such sums shall
     be due within  seven (7) days of receipt of the proceeds of the sale of any
     Qualifying Security by Maker, or any Affiliate of Maker.

          An offering of Qualifying  Securities  shall mean the sale for cash of
     any equity  securities  or any other  security  convertible  into an equity
     security of the Maker or sold in conjunction with any security  convertible
     into equity  securities of Maker or any Affiliate of Maker  (including  any
     note and warrant offering  structured to approximate the economic effect of
     a convertible  note offering or a unit  transaction  comprised of notes and
     warrants to the extent of the warrant  coverage).  A "Qualifying  Security"
     shall  not  include  (i)  securities  sold  to any  employee,  director  or
     consultant of Maker or any Affiliate  pursuant to a written stock option or
     similar  compensation  plan, (ii) securities  issued in connection with any
     merger or other acquisition of any business, (iii) securities issued in any
     joint venture or similar  agreement,  (iv)  securities  issued to any third
     party  in lieu of cash  payment  for  services  rendered  to  Maker  or any
     Affiliate of Maker, (v) securities  issued upon any "cashless"  exercise of
     any  option or  warrant  or  securities  issued  upon the  conversion  of a
     convertible  note,  or (vi)  securities  issued in the  ordinary  course of
     business and not for the primary purpose of raising capital. "Net Proceeds"
     shall mean the gross  proceeds from the sale of such  securities  less: (1)
     underwriting, brokerage and similar commissions or discounts, (2) legal and
     accounting fees directly  incurred in connection  with such financing,  (3)
     registration  and  similar  fees  payable to federal  and state  securities
     regulatory agencies in connection with such financing, and (4) printing and
     roadshow costs associated with such financing.

          4.3 Allocation of Payments. All payments made under this Note shall be
     applied as follows:  first, to the payment of interest on the Principal Sum
     outstanding  hereunder  from time to time;  second,  to the payment of sums
     payable  by Maker to the  holder of this Note under this Note other than on
     account of principal and interest; and third, to the payment of principal.

     Section 5. Subordination of Payment Obligations.  Amounts payable hereunder
are subordinated to the prior payment in full of certain "Senior  Indebtedness,"
all to the extent and on the terms set forth herein.

          5.1  Subordination  of  Liabilities.  The payment of the principal of,
     interest on, and all other  amounts  owing in respect of, this Note and any
     replacements,   renewals  or  modifications   thereof  (the   "Subordinated
     Indebtedness") is hereby expressly  subordinated,  to the extent and in the
     manner  hereinafter  set forth, to the prior payment in full in cash of all
     Senior  Indebtedness  (as  defined  in  Section  5.7  hereof),   until  the
     Termination  Date.  Termination  Date shall  mean the date all  commitments
     under the Credit  Agreement are terminated and all Senior  Indebtedness has
     been  irrevocably  paid in full in cash.  The  provisions of this Section 5
     shall  constitute a continuing  offer to all persons who, in reliance  upon
     such   provisions,   become  holders  of,  or  continue  to  hold,   Senior
     Indebtedness,  and such  provisions are made for the benefit of the holders
     of Senior Indebtedness, and such holders are hereby made obligees hereunder
     the same as if their  names were  written  herein as such,  and they and/or
     each of them may  proceed to enforce  such  provisions  on the basis of the
     terms of this Note as in effect on the date hereof.  To the extent that the
     provisions of this Section 5 conflict with, or are  inconsistent  with, the
     other terms of this Note, the provisions of this Section 5 shall control

          5.2. No Payments with Respect to Subordinated Indebtedness, etc.

          (a) All Senior Indebtedness shall first be irrevocably paid in full in
     cash,  before  any  payment  of any  kind or  character,  whether  in cash,
     property,  securities  (other than equity  securities  subordinated  to the
     Senior  Indebtedness and to all debt securities  received by the holders of
     the Senior  Indebtedness  in respect thereof to at least the same extent as
     the  Subordinated  Indebtedness is subordinated to the Senior  Indebtedness
     hereby  ("Junior  Securities"))  or  otherwise,  is made on  account of the
     Subordinated Indebtedness.

     Notwithstanding  the  foregoing,  the  Maker  shall  be  permitted  to make
regularly  scheduled  annual payments of interest in respect of the Subordinated
Indebtedness;  provided that at the time of such payment and after giving effect
to such payment,  no default or event of default  under the Senior  Indebtedness
shall have occurred and be continuing.

     In addition, on any date on or prior to the Termination Date (as defined in
Section  5.1  hereof)  on  which  principal   payments  under  the  Subordinated
Indebtedness are due and payable, the Subordinated Indebtedness may be repaid in
whole or in part in accordance with the terms of this Note if:

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               (i)  immediately  prior to the time of such  payment,  the  Maker
          shall  have a ratio of total Debt  (excluding  the Note) to EBITDA for
          the most recently ended four fiscal quarters of the Maker of less than
          1.0 to 1.0,

               (ii) after  giving  effect to such  payment,  (x) the Maker shall
          have a ratio of total Debt (excluding the Note) to EBITDA for the most
          recently  ended four fiscal  quarters of the Maker of less than 2.0 to
          1.0 and (y) the Maker shall have cash and borrowing availability under
          the Senior Indebtedness of at least $35,000,000, and

               (iii) at the time of such payment and after giving effect to such
          payment,  no default or event of default under the Senior Indebtedness
          shall  have   occurred  and  be  continuing   ((i),   (ii)  and  (iii)
          collectively, the "Payment Conditions").

     For purposes hereof, the term "EBITDA" shall mean earnings before interest,
taxes,  depreciation and amortization of the Maker as determined by the Maker in
accordance  with U.S.  generally  accepted  accounting  principles  applied on a
consistent  basis,  and the term "Debt" shall mean the Maker's  obligations  for
borrowed money, obligations which are evidenced by notes, acceptances,  or other
similar  instruments,   capitalized  lease  obligations,   hedging  obligations,
obligations  in respect of letters of credit,  and any  guaranties in respect of
the foregoing.

     If the Payment  Conditions  are not satisfied as of any such date principal
payments are due  hereunder,  such payment date shall be extended for successive
quarters until the date such Payment Conditions are satisfied.  Once all Payment
Conditions are satisfied,  the Maker shall pay to the Holder all sums previously
due and payable but not paid as a result of the  provisions  of this  Section 5;
provided that such payment does not violate any Payment Conditions.

     Notwithstanding  anything  else  contained  in this  Note to the  contrary,
unless any  default or event of default  has  occurred  and is  continuing  with
respect to any  Senior  Indebtedness,  the  Subordinated  Indebtedness  shall be
prepaid in accordance  with the  provisions of Section 4.2 of this Note relating
to mandatory  prepayment.  In addition,  the  Subordinated  Indebtedness  may be
prepaid  with the prior  written  consent of the  "Required  Lenders"  of Senior
Indebtedness,  which  Required  Lenders are defined in the Credit  Agreement  as
defined in Section 5.8 herein.

          (b)  Except  as set forth in (a) above or in  Section  4.2,  until the
     Termination Date, the Maker may not, directly or indirectly,  make (and the
     Holder shall not accept) any payment of any  Subordinated  Indebtedness and
     may not acquire  (and the Holder  shall not sell to the Maker or any of its
     subsidiaries)  any  Subordinated  Indebtedness  for cash or  property.  The
     Holder hereby agrees that, prior to the Termination Date, or July 14, 2004,
     whichever occurs first, except that such date shall be extended by a period
     of 180 days if any  administrative  agent for the  benefit of any holder of
     Senior Indebtedness sends a notice to the Holder that a default or an event
     of default under the Senior Indebtedness has occurred and is continuing, it
     will not sue for, or otherwise  take any action to enforce the  obligations
     of the Maker to pay,  amounts owing in respect of this Note;  provided that
     upon the  acceleration  of all of the Senior  Indebtedness,  the Holder may
     accelerate the Subordinated Indebtedness;  and provided further that if the
     acceleration of the Senior  Indebtedness is rescinded,  the acceleration of
     the  Subordinated  Indebtedness  shall be deemed  to have  been  rescinded.
     Nothing  herein  shall be deemed to  prevent  the  payment  by the Maker of
     amounts then due and owing in respect of the  Subordinated  Indebtedness at
     any time  after  the  Termination  Date or as set forth in  subsection  (a)
     above.

          (c) In the event that  notwithstanding the provisions of the preceding
     subsections  (a) and (b) of this  Section 5.2, the Maker shall make (or the
     Holder   shall   accept)  any  payment  on  account  of  the   Subordinated
     Indebtedness  at a time when such payment or acceptance is not permitted by
     said  subsection  (a) or (b), such payment shall be held by the Holder,  in
     trust for the benefit of, and shall be paid  forthwith  over and  delivered
     to,  the  holders of Senior  Indebtedness  or their  representative  or the
     trustee  under  any  other  agreement  pursuant  to which  any  instruments
     evidencing  any  Senior   Indebtedness  may  have  been  issued,  as  their
     respective interests may appear, for application pro rata to the payment of
     all  Senior  Indebtedness  remaining  unpaid  to the  extent  necessary  to
     irrevocably pay all Senior  Indebtedness in full in cash in accordance with
     the  terms  of  such  Senior  Indebtedness,  after  giving  effect  to  any
     concurrent  payment  or  distribution  to or  for  the  holders  of  Senior
     Indebtedness.

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          5.3.  Subordination  to Prior  Payment of All Senior  Indebtedness  on
     Dissolution,  Liquidation or Reorganization of Maker. Upon any distribution
     of  assets  of the Maker  upon  dissolution,  winding  up,  liquidation  or
     reorganization   of  the  Maker  (whether  in  bankruptcy,   insolvency  or
     receivership proceedings or upon an assignment for the benefit of creditors
     or otherwise):

          (a) the holders of all Senior  Indebtedness shall first be entitled to
     receive  payment  in full in cash of all  Senior  Indebtedness  (including,
     without  limitation,  post-petition  interest  at the rate  (including  the
     default  rate)  provided  in the  Credit  Agreement,  whether  or not  such
     post-petition  interest  is an  allowed  claim  against  the  debtor in any
     bankruptcy or similar  proceeding) before the Holder is entitled to receive
     any  payment  of any  kind or  character  on  account  of the  Subordinated
     Indebtedness;

          (b) any payment or  distribution of assets of the Maker of any kind or
     character,  whether in cash,  property or  securities,  to which the Holder
     would be entitled  except for the provisions  hereof,  shall be paid by the
     liquidating  trustee  or agent or  other  person  making  such  payment  or
     distribution,  whether a trustee in  bankruptcy,  a receiver or liquidating
     trustee  or other  trustee  or agent,  directly  to the  holders  of Senior
     Indebtedness  or their  representative  or  representatives,  to the extent
     necessary  to make  payment  in full  in  cash of all  Senior  Indebtedness
     remaining  unpaid,  after  giving  effect  to  any  concurrent  payment  or
     distribution to the holders of such Senior Indebtedness; and

          (c) in the event that,  notwithstanding  the  foregoing  provisions of
     this Section 5.3, any payment or distribution of assets of the Maker of any
     kind or  character,  whether in cash,  property or  securities  (other than
     Junior  Securities),  shall  be  received  by  the  Holder  on  account  of
     Subordinated Indebtedness before all Senior Indebtedness is paid in full in
     cash, such payment or distribution  shall be received and held in trust for
     and shall be paid over to the holders of the Senior Indebtedness  remaining
     unpaid or unprovided for or their  representative or  representatives,  for
     application  to the  payment  of such  Senior  Indebtedness  until all such
     Senior  Indebtedness  shall  have been paid in full in cash,  after  giving
     effect to any  concurrent  payment or  distribution  to the holders of such
     Senior Indebtedness.

     Without  in any way  modifying  the  provisions  hereof  or  affecting  the
subordination  effected hereby if the hereafter  referenced notice is not given,
the Maker shall give  prompt  written  notice to the Holder of any  dissolution,
winding up,  liquidation or  reorganization of the Maker (whether in bankruptcy,
insolvency or  receivership  proceedings  or upon  assignment for the benefit of
creditors or otherwise).

     The Holder  agrees not to  initiate or  prosecute  or  encourage  any other
person  to  initiate  or  prosecute  any  claim,   action  or  other  proceeding
challenging  the  enforceability  of the  Senior  Indebtedness  or any liens and
security interests securing the Senior  Indebtedness.  The Holder further agrees
to  execute,  verify,  deliver  and file any  proofs of claim in  respect of the
Subordinated Indebtedness requested by the holders of the Senior Indebtedness in
connection with any such proceeding and hereby  irrevocably  authorize,  empower
and   appoint   each  holder  of  the  Senior   Indebtedness   their  agent  and
attorney-in-fact to (A) execute,  verify,  deliver and file such proofs of claim
upon the failure of the holders of the Subordinated  Indebtedness promptly to do
so (and,  in any event,  prior to 15 days before the  expiration  of the time to
file any such  proof) and (B) vote such claim upon the failure of the holders of
the Subordinated Indebtedness to do so prior to 15 days before the expiration of
the time to vote any such claim; provided the holders of the Senior Indebtedness
shall have no obligation to execute,  verify, deliver, file and/or vote any such
proof of claim.  In the event that the holders of the Senior  Indebtedness  vote
any claim in accordance with the authority  granted  hereby,  the holders of the
Subordinated Indebtedness shall not be entitled to change or withdraw such vote.
The Senior  Indebtedness shall continue to be treated as Senior Indebtedness and
the  provisions of this Section 5 shall  continue to govern the relative  rights
and priorities of the holders of the Senior  Indebtedness and the holders of the
Subordinated  Indebtedness even if all or part of the Senior Indebtedness or the
security interests securing the Senior Indebtedness are subordinated, set aside,
avoided or disallowed in connection  with any such Proceeding and this Section 5
shall be reinstated if at any time any payment of any of the Senior Indebtedness
is rescinded or must otherwise be returned by any holder of Senior  Indebtedness
or any representative of such holder.

          5.4. Subrogation.  Subject to the prior irrevocable payment in full in
     cash of all Senior  Indebtedness,  the Holder  shall be  subrogated  to the
     rights of the  holders  of  Senior  Indebtedness  to  receive  payments  or
     distributions of assets of the Maker applicable to the Senior  Indebtedness
     until all amounts owing hereunder shall

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     be paid in full,  and for the purpose of such  subrogation no payments
     or distributions to the holders of the Senior  Indebtedness by or on behalf
     of the  Maker or by or on  behalf of the  Holder  by  virtue  hereof  which
     otherwise  would have been made to the Holder shall,  as between the Maker,
     its  creditors  other  than the  holders  of Senior  Indebtedness,  and the
     Holder, be deemed to be payment by the Maker to or on account of the Senior
     Indebtedness,  it being  understood that the provisions  hereof are and are
     intended  solely for the purpose of  defining  the  relative  rights of the
     Holder, on the one hand, and the holders of the Senior Indebtedness, on the
     other hand.

          5.5. Obligation of the Maker  Unconditional.  Nothing contained herein
     is intended to or shall  impair,  as between the Maker and the Holder,  the
     obligations of the Maker, which are absolute and  unconditional,  to pay to
     the Holder the  principal of and interest on this Note as well as all costs
     associated with collection of sums due under this Note as and when the same
     shall become due and payable in accordance  with its terms,  or is intended
     to or shall affect the relative  rights of the Holder and  creditors of the
     Maker other than the  holders of the Senior  Indebtedness,  nor,  except as
     specifically  provided herein, shall anything herein or therein prevent the
     Holder from exercising all remedies  otherwise  permitted by applicable law
     upon an Event of Default as provided for herein,  subject to the rights, if
     any,  herein of the  holders  of Senior  Indebtedness  in  respect of cash,
     property, or securities of the Maker received upon the exercise of any such
     remedy.  Upon any  distribution  of assets of the Maker referred to herein,
     the Holder  shall be  entitled to rely upon any order or decree made by any
     court of  competent  jurisdiction  in which such  dissolution,  winding up,
     liquidation or reorganization  proceedings are pending, or a certificate of
     the liquidating trustee or agent or other person making any distribution to
     the  Holder,  for the  purpose of  ascertaining  the  persons  entitled  to
     participate in such  distribution,  the holders of the Senior  Indebtedness
     and other indebtedness of the Maker, the amount thereof or payable thereon,
     the amount or  amounts  paid or  distributed  thereon  and all other  facts
     pertinent thereto or hereof.

          5.6.  Subordination  Rights Not Impaired by Acts or Omissions of Maker
     or the Maker or Holders of Senior Indebtedness.  No right of any present or
     future  holders of any Senior  Indebtedness  to  enforce  subordination  as
     herein  provided  shall at any time in any way be prejudiced or impaired by
     any act or failure to act on the part of the Maker or by any act or failure
     to act by any such holder,  or by any  noncompliance  by the Maker with the
     terms and  provisions of this Note,  regardless  of any  knowledge  thereof
     which any such holder may have or be otherwise charged with. The holders of
     the Senior  Indebtedness  may, without in any way affecting the obligations
     of the Holder with respect hereto,  at any time or from time to time and in
     their absolute discretion, change the manner, place or terms of payment of,
     change or extend  the time of  payment  of, or renew or alter,  any  Senior
     Indebtedness  or amend,  modify or  supplement  any agreement or instrument
     governing or  evidencing  such Senior  Indebtedness  or any other  document
     referred to therein,  or exercise or refrain from  exercising  any other of
     their rights under the Senior Indebtedness  including,  without limitation,
     the waiver of default thereunder and the release of any collateral securing
     such Senior Indebtedness,  all without notice to or assent from the Holder.
     Nothing in this  Section 5.6 shall be deemed to modify or negate in any way
     the limitations on the amount of Senior  Indebtedness to which this Note is
     subordinated as described in Section 5.8 herein.

          5.7. Senior Indebtedness.  The term "Senior  Indebtedness" shall mean,
     subject to Section 5.8,  all  Obligations  (as defined  below) of the Maker
     under, or in connection with, the Credit Agreement, dated as of the Closing
     Date, by and among the Maker,  the lenders from time to time party thereto,
     and ABN AMRO  Bank NV,  as  Administrative  Agent  (as  amended,  modified,
     supplemented,  extended,  restated,  refinanced,  replaced or refunded from
     time to time, the "Credit  Agreement")  or under any related  documentation
     (including,  without limitation,  notes, security and pledge documentation,
     guarantees,  and interest rate hedging,  swap or similar  agreements)  from
     time to time executed in  connection  with the Credit  Agreement  (together
     with the Credit Agreement,  the "Senior Loan  Documents").  As used herein,
     the  term  "Obligations"  shall  mean  any  principal,  interest,  premium,
     penalties,   fees,   expenses,   indemnities  and  other   liabilities  and
     obligations  (including  guaranties in respect  thereof)  payable under the
     Senior Loan Documents  (including  interest accruing after the commencement
     of any bankruptcy,  insolvency,  receivership or similar  proceeding at the
     rate  provided  for in the  respective  documentation,  whether or not such
     interest is an allowed claim against the debtor in any such proceeding).

          5.8 Changes to Senior Indebtedness. The Holder agrees, with respect to
     the Senior  Indebtedness and any and all collateral  therefor or guaranties
     thereof,  that the Maker and the  holders  of the Senior  Indebtedness  may
     agree to modify  the terms of any of the Senior  Indebtedness  from time to
     time without the consent of the Holder,  without incurring liability to the
     Holder and without  impairing or releasing  the  obligations  of the Holder
     under this  Section 5,  change the manner or place of payment or extend the
     time of payment of or renew or

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     alter  any  Senior  Indebtedness,  or  amend,  modify,  or  waive  the
     application  of, in any  manner,  any  agreement,  note,  guaranty or other
     instrument   evidencing  or  securing  or  otherwise  relating  the  Senior
     Indebtedness; provided that:

          (a) the Senior Loan  Documents  shall not be amended or modified so as
     to provide for an increase  in the  principal  amount of loans which may be
     incurred   thereunder  to  an  amount  in  excess  of  $200,000,000   (such
     $200,000,000  constituting the "Maximum Amount"),  and any principal amount
     of such loans in excess of the Maximum Amount shall not  constitute  Senior
     Indebtedness hereunder; and

          (b) to the  extent  that the  Senior  Loan  Documents  are  amended or
     modified so as to provide for a  prepayment  premium  (excluding  customary
     breakage costs) in excess of three percent (3%) of the amount prepaid, then
     such excess premium shall not constitute Senior Indebtedness hereunder.

     Section  6. No Waiver.  No failure or delay by the Holder  hereof to insist
upon the strict performance of any term,  provision,  or agreement of this Note,
or to exercise  any right,  power or remedy  consequent  upon a breach  thereof,
shall  constitute  a waiver of any such term,  provision  or agreement or of any
such breach,  or preclude the Holder from  exercising  any such right,  power or
remedy at any later time or times.  By accepting  payment  after the due date of
any amount  payable  under this  Note,  the Holder  hereof not be deemed to have
waived the right either to require  prompt payment when due of all other amounts
due under this Note, or to declare a default hereunder.

     Section 7. Affirmative and Negative Covenants. Until the obligations of the
Maker  hereunder are paid and satisfied in full, the Maker  covenants and agrees
as follows:

          7.1 Information. Promptly upon the issuance thereof, to deliver to the
     Holder copies of all reports, if any, to any applicable governmental agency
     or  any  securities   exchange,   including  the  Securities  and  Exchange
     Commission  regarding  any  securities  and/or  its  Subsidiaries  and  all
     reports, notices or statements sent by the Maker and/or its Subsidiaries to
     the holders of any  indebtedness for borrowed money of the Maker and/or its
     Subsidiaries  or to the trustee under any indenture under which the same is
     issued, and with reasonable  promptness,  such other information respecting
     the business,  operations  and  financial  condition of the Borrower as the
     Lender may from time to time request;

          7.2.  Notice of Default.  The Maker shall notify the Holder in writing
     promptly upon the Maker becoming  aware of any default or event,  condition
     or occurrence which with notice or lapse of time, or both, would constitute
     a default under this Note or any agreement for borrowed  money in excess of
     $3,000,000.00  to which the Maker is a party or by which any of its  assets
     are bound.

     Section 8. Events of Default.  Upon the  occurrence of any of the following
specified events (each an "Event of Default"):

          8.1  Payments.  Failure in the payment  after the due date (whether at
     stated  maturity,  by  acceleration  or otherwise) of any amounts due under
     this Note; or

          8.2  Representations,  etc. Any representation,  warranty or statement
     made  by the  Maker  in the  Purchase  Agreement  or in  any  statement  or
     certificate  at any time  delivered  pursuant  thereto  shall be  untrue or
     inaccurate in any material respect when made; or

          8.3 Other  Financial  Obligations.  The Maker  shall fail to  perform,
     comply with, or observe any material financial obligations contained in any
     of the Purchase Agreement or this Note and such default shall not have been
     waived or remedied within 10 days after notice thereof from the Holder; or

          8.4 Indebtedness.  The Maker shall create,  incur, assume or suffer to
     exist, contingently or otherwise, any indebtedness, except:

          (a)  indebtedness to the holders of the Senior  Indebtedness  (up to a
     maximum loan principal amount not to exceed $200,000,000.00);

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          (b)  unsecured  current  liabilities  (not the  result  of  borrowing)
     incurred in the  ordinary  course of business  and not  represented  by any
     note, bond, debenture or other similar evidence of indebtedness;

          (c) indebtedness outstanding on the date hereof, but not the increase,
     refunding or extension of maturity thereof, in whole or in part,  including
     indebtedness assumed in connection with the transaction contemplated by the
     Purchase Agreement;

          (d) capital  lease  obligations  or purchase  money  indebtedness  for
     equipment  secured by purchase  money  security  interests  (together  with
     accessions, additions, modifications and replacements thereof);

          (e)  indebtedness in respect of taxes,  assessments  and  governmental
     charges  to the  extent  that  payment  therefor  shall  not at the time be
     required  to be  made  in  accordance  with  the  provisions  of  the  Loan
     Agreement;

          (f) future secured indebtedness  permitted by prior written consent of
     the Holder, which may be withheld in its sole and absolute discretion;

          (g)  indebtedness  of  the  Maker  owed  to  any  direct  or  indirect
     subsidiary;

          (h) indebtedness in the nature of guaranties of indebtedness otherwise
     permitted hereunder;

          (i) indebtedness  incurred to refinance other  indebtedness  permitted
     under this Section 8.4; and

          (j)  indebtedness  constituting  interest  rate  or  currency  future,
     forward or swap contracts  entered into for the purpose of hedging interest
     rate or currency fluctuation risk.

          8.5 Default Under Other Indebtedness.  The Maker shall (i) fail to pay
     when due (after giving effect to applicable grace periods) any indebtedness
     in excess of $3,000,000 in the aggregate,  or (ii) breach or default in the
     observance  or  performance  of  any  agreement,  obligation,  covenant  or
     condition relating to any such indebtedness referred to in clause (i) above
     or any other  event  shall occur or  condition  exist,  the effect of which
     breach,  default  or other  event or  condition  is to cause the  holder or
     holders of such indebtedness to declare that such indebtedness shall be due
     and payable in full prior to its stated maturity or, as to any demand loan,
     immediately; or

          8.6 Bankruptcy, etc.

          (a) A court shall enter a decree or order for relief in respect of the
     Maker in an involuntary  case under the  Bankruptcy  Code or any applicable
     foreign,  federal or state bankruptcy,  insolvency or other similar law now
     or  hereafter  in effect,  which  decree or order is not stayed;  or (y) an
     involuntary  case is commenced  against the Maker under the Bankruptcy Code
     or any applicable foreign, federal or state bankruptcy, insolvency or other
     similar  law now or  hereafter  in effect;  or a decree or order of a court
     having  jurisdiction  in the  premises for the  appointment  of a receiver,
     liquidator, sequestrator, trustee, custodian or other person having similar
     powers over the Maker,  or over all or a substantial  part of its property,
     shall have been entered; or an interim receiver, trustee or other custodian
     of the Maker for all or a substantial  part of the property of the Maker is
     involuntarily  appointed; or a warrant of attachment,  execution or similar
     process is issued  against  any  substantial  part of the  property  of the
     Maker;  and  the  foregoing  events  continue  for 20  days  without  being
     dismissed, or bonded and stayed, or discharged; or

          (b) The Maker shall have an order for relief  entered  with respect to
     it or shall  commence a  voluntary  case under the  Bankruptcy  Code or any
     applicable  foreign,  federal  or  state  bankruptcy,  insolvency  or other
     similar law now or hereafter in effect, or shall consent to the entry of an
     order  for  relief  in an  involuntary  case,  or to the  conversion  of an
     involuntary  case to a voluntary  case, or shall consent to the appointment
     of or taking  possession by a receiver,  trustee or other custodian for all
     or a substantial  part of its  property,  or the making by the Maker of any
     assignment for the benefit of creditors; or the inability or failure of the
     Maker to pay its debts as such debts mature,  or the admission by the Maker
     in writing of its  inability  to pay its debts as such debts become due, or
     the

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     Board of Directors (or any committee  thereof) of the Maker adopts any
     resolution or otherwise authorizes action to approve any of the foregoing;

          8.7 Other Mortgages,  Liens and Encumbrances.  The Maker shall create,
     incur, assume or suffer to exist any mortgage,  security interest,  lien or
     encumbrance on any of its property now owned or hereafter  acquired,  other
     than rights  granted  under,  or pursuant to, the Credit  Agreement and any
     other lien or encumbrance allowed under the terms of the Credit Agreement.

          8.8. Change of Control.  There shall have occurred a Change of Control
     in the Maker.  For the purpose of this Note,  a "Change of  Control"  shall
     mean:

          (a) The  acquisition  by any  individual,  entity or group (within the
     meaning of Section  13(d)(3) or 14(d)(2) of the Securities  Exchange Act of
     1934, as amended (the "Exchange Act")) of beneficial  ownership (within the
     meaning of Rule 13d-3  promulgated under the Exchange Act) of fifty percent
     (50%) or more of the then outstanding shares of stock of the Maker entitled
     to vote in the  election of directors  (the  "Outstanding  Common  Stock"),
     whether  in  one  transaction  or in  multiple  transactions  which  in the
     aggregate  equal or exceed fifty  percent (50%) of the  Outstanding  Common
     Stock of the Maker; or

          (b) Approval by the stockholders of the Maker of (i) a reorganization,
     merger  or  consolidation,  in each  case,  with  respect  to which  all or
     substantially  all of the  individuals and entities who were the beneficial
     owners of the Outstanding  Common Stock of Maker  immediately prior to such
     reorganization,   merger  or   consolidation   will  not,   following  such
     reorganization,  merger or  consolidation,  beneficially  own,  directly or
     indirectly, more than 50% of the then outstanding shares of common stock of
     the   corporation   resulting  from  such  a   reorganization,   merger  or
     consolidation, other than a merger or consolidation effected to implement a
     recapitalization of the Maker (or similar transaction) in which no "person"
     (as such term is used in  Sections  13(d) and  14(d) of the  Exchange  Act)
     acquires 50% or more of Outstanding Common Stock of Maker; or (ii) the sale
     or other  disposition  of all or  substantially  all of the  assets  of the
     Maker;

THEN,  and in any such event,  all amounts  owing by the Maker  pursuant to this
Note shall, at the option of Holder, become immediately due and payable in full.

     Section 9. Miscellaneous.

          9.1 Binding Obligation.  This Note shall be binding upon the Maker and
     shall be  enforceable  against  the Maker  and its  heirs,  successors  and
     representatives,  and shall  inure to the  benefit  of the  Holder  and the
     holders of Senior  Indebtedness.  The Maker may not assign this Note or any
     rights  hereunder  without the express written  consent of the Holder.  The
     Holder  may  assign  this Note in whole or in part,  without  notice to, or
     consent  from,  the Maker,  so long as the assignee  shall  acknowledge  in
     writing for the benefit of holders of Senior  Indebtedness  the  continuing
     applicability of the subordination  provisions. By acceptance of this Note,
     the  holder of  Subordinated  Debt  agrees to be bound by the terms of this
     Note including Section 5 hereof.

          9.2 Amendments;  Modifications.This  Note shall not be amended without
     the written  consent of the  parties'  hereto and the Agent for the lenders
     under the Credit Agreement.  The  modification,  amendment or waiver of any
     provision of this Note or the  Purchase  Agreement,  shall not release,  or
     diminish,  modify or otherwise  affect the liability of, Maker or any other
     person or entity that may be or become liable under or with respect to this
     Note.

          9.3 Collection  Costs. If the Holder shall employ attorneys to collect
     any sums due  hereon,  then the Maker  promises  to pay, in addition to all
     other  sums  due  hereon,  all  fees and  costs  of  collection,  including
     reasonable attorneys' fees.

          9.4 WAIVER. MAKER ACKNOWLEDGES THAT THE LOAN EVIDENCED BY THIS NOTE IS
     A COMMERCIAL  TRANSACTION AND TO THE MAXIMUM EXTENT PERMITTED BY LAW WAIVES
     DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF NON-PAYMENT,  PROTEST
     AND NOTICE OF PROTEST,  AND NOTICE OF ANY  RENEWALS OR  EXTENSIONS  OF THIS
     NOTE.

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          9.5 No Obligation to Extend Payment Provisions.  Maker agrees that the
     time  for  payment  of this  Note  may be  extended  at the  Holder's  sole
     discretion,  without  impairing  Maker's  liability  thereon,  and  further
     consents  to the  release of all or any part of the  security  for  payment
     hereof at the discretion of the Holder,  or the release of any party liable
     for the  obligation  without  affecting  the liability of the other parties
     hereto.

          9.6  Limitation  on Interest.  Nothing in this Note shall  require the
     payment,  or permit the collection by the holder hereof,  of interest in an
     amount  exceeding the maximum  amount  permitted  under  applicable  law in
     commercial  loan  transactions  between  parties  of the  character  of the
     parties  hereto  (the  "Maximum  Interest  Amount").  Maker  shall  not  be
     obligated  to pay to said  holder  any  interest  in excess of the  Maximum
     Interest  Amount,  and the amount of interest  payable to said holder under
     this Note  shall  under no  circumstance  be deemed to exceed  the  Maximum
     Interest  Amount.  To the extent that any payment made to said holder under
     this Note would cause the amount of interest  charged to exceed the Maximum
     Interest Amount,  such payment shall be deemed a prepayment of principal as
     to which no prepayment charge shall be required,  notwithstanding  anything
     to the contrary in this Note or, if the amount of excess  interest  exceeds
     the unpaid principal balance of this Note, such excess shall be refunded to
     Maker.

          9.7 Governing Law; Venue. This Note shall be governed by and construed
     in accordance  with the laws of the  Commonwealth of  Massachusetts.  Maker
     unconditionally  and  irrevocably  agrees  that any  action  or  proceeding
     against  Maker  with  respect  to  this  Note  or for  the  recognition  or
     enforcement  of any judgment  rendered in any such action or proceeding may
     be  brought  in the  United  States  District  Court  for the  District  of
     Massachusetts or in the courts of the Commonwealth of Massachusetts, as the
     holder of this Note may elect;  and by executing and delivering  this Note,
     Maker   unconditionally   and  irrevocably   accepts  and  submits  to  the
     non-exclusive  jurisdiction  of each of the  aforesaid  courts  in  persona
     generally  with respect to any such action or proceeding  for itself and in
     respect of its properties. Maker further agrees that final judgment against
     it in any action or proceeding  shall be conclusive  and may be enforced in
     any other jurisdiction, by suit on the judgment, a certified or exemplified
     copy of which shall be conclusive evidence of the fact and of the amount of
     Maker indebtedness.

          9.8 WAIVER OF JURY  TRIAL.  MAKER  WAIVES THE RIGHT TO A JURY TRIAL IN
     CONNECTION  WITH ANY  ACTION,  SUIT OR  PROCEEDING  (INCLUDING  ANY AND ALL
     COUNTERCLAIMS  THERETO) THAT DIRECTLY OR INDIRECTLY  RELATES TO THE SUBJECT
     MATTER OF THIS NOTE.

          9.9  Notices.  All  notices  and  other  communications   required  or
     permitted to be given hereunder shall be in writing,  and if hand-delivered
     or transmitted by United States certified mall,  return receipt  requested,
     postage  prepaid or by  nationally  recognized  overnight  courier,  to the
     address set forth below,  such notice shall be deemed to have been received
     on the date so delivered  if  hand-delivered  or if otherwise  transmitted,
     then three business days following the date of such transmittal.

         If to Maker:

           Trimble Navigation Limited
           645 North Mary Avenue
           Sunnyvale, CA 94086

         with a copy to:

           Wilson Sonsini Goodrich & Rosati
           650 Page Mill Road
           Palo Alto, CA 94304

           Attention:      John Goodrich, Esq.
                           William Richter, Esq.

         If to the Holder:

           Thermo Electron Corporation
           81 Wyman Street

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<PAGE>

           Waltham, MA 02254

           Attention:      Seth Hoogasian,  Esq.
                           General Counsel

         with a copy to:

           Mintz Levin Cohn Ferris Glovsky and Popeo
           One Financial Center
           Boston, MA 02111

           Attention: Neil H. Aronson, Esq.

          9.10  Exercise  of  Rights.  No delay or  omission  on the part of the
     holder in exercising any right  hereunder shall operate as a waiver of such
     right or any other right  hereunder,  and a waiver of any such right on any
     one occasion shall not be construed as a bar to or waiver of any such right
     on any future occasion.

          9.11 Non-Exclusive  Remedies. No right or remedy of the holder of this
     Note is intended  to be  exclusive  of any other right or remedy  specified
     herein, in the Purchase  Agreement or available to said holder at law or in
     equity.  All such rights and remedies  shall be cumulative  and  concurrent
     and,  in  said  holder's  sole  discretion,   may  be  pursued  singularly,
     successively or together and may be exercised as often as occasion therefor
     shall arise. Without limiting the generality of the foregoing,  the payment
     by Maker of any  installment  of interest at the Default  Interest  Rate is
     intended  by the parties  hereto to  represent  a  non-exclusive  remedy of
     payment of an agreed amount as  compensation to said holder with respect to
     costs and  expenses  incurred  and/or  damage  suffered by said holder as a
     result of Maker's  failure to comply with one or more  obligations  imposed
     upon Maker in this Note,  and any such payment shall be in addition to, and
     not in lieu of, such other rights and remedies.

          9.12 Severability. If any provision hereof is invalid or unenforceable
     in any  jurisdiction,  the other provisions hereof and thereof shall remain
     in full  force and  effect  in such  jurisdiction  and  shall be  liberally
     construed  in favor of the holder of this Note in order to  effectuate  the
     intent of this Note.  The  invalidity  of any provision of this Note in any
     jurisdiction  shall not  affect  the  validity  or  enforceability  of such
     provision  in  any  other  jurisdiction,   including  the  Commonwealth  of
     Massachusetts.

          9.13 Schedule.  The Schedule of Annual  Payments of Interest  attached
     hereto is incorporated herein and made a part hereof.

     IN WITNESS  WHEREOF,  this Note has been  executed,  under  seal,  with the
intention of making this a sealed instrument, as of the day and year first above
written.


                                        TRIMBLE NAVIGATION LIMITED


                                        By:  /s/ Mary Ellen Genovese
                                        Its:     CFO

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