Exhibit 10.3a

              SECOND AMENDMENT TO LEASE AGREEMENT
              -----------------------------------

     THIS  SECOND  AMENDMENT  TO LEASE  AGREEMENT  (this  "Second
Amendment")   is   made   and  entered  effective   as   of   the
8th day  of November, 2002 by and between RESEARCH PARK/GE TENANCY IN
COMMON   (hereinafter  "Lessor")  and  PEI    ELECTRONICS,   INC.
(hereinafter "Lessee").

                     W I T N E S S E T H :
                     ---------------------

     WHEREAS,  on  or  about March 26, 2001, the parties  entered
into  that  certain Lease Agreement (the "Lease") whereby  Lessee
leased  from  Lessor  approximately 192,485 square  feet  of  the
property and improvements described on Exhibit A to the Lease and
defined  in  the Lease as the Premises (the "Existing Premises");
and

     WHEREAS, on or about May 10, 2001, the parties entered  into
that  certain  First  Amendment to Lease  Agreement  (the  "First
Amendment") whereby the parties removed a lease contingency; and

     WHEREAS,  the  parties desire to amend the  Lease  again  to
provide for the construction of an additional 23,000 square  foot
building  (the "Expansion Premises") to be located  on  the  real
property  on  which  the Existing Premises  is  located,  and  to
provide  for  an  extension  of the Lease  with  respect  to  the
Existing  Premises, all as more particularly set out herein  (the
Existing  Premises  and  the  Expansion  Premises  are  sometimes
collectively referred to herein as the "Premises").

     NOW,  THEREFORE, for and in consideration of the sum of  ten
dollars ($10.00), plus other good and valuable consideration, the
receipt  and  sufficiency  of which is hereby  acknowledged,  the
parties, intending to be legally bound, hereby agree as follows:

     1.    Lease  Defined.  Unless otherwise defined herein,  all
capitalized  terms shall have the meaning as  set  forth  in  the
Lease.   As used herein, "Lease" shall mean the Lease as  amended
by the First Amendment and this Second Amendment.

     2.   Construction of Expansion Premises.

          (a)   Lessor agrees to construct the Expansion Premises
on  that  part  of  the property more particularly  described  on
Exhibit  A  attached hereto and incorporated herein by reference,
such  Expansion Premises to be constructed by Lessor at  Lessor's
expense and in accordance with the plans and specifications.  The
Expansion  Premises  shall  be constructed  based on the
development budget attached  hereto  as Exhibit  B.

          (b)   Lessor  agrees to deliver the Expansion  Premises
upon  Substantial Completion (defined herein) thereof, and  shall
use  commercially reasonable efforts to so deliver the  Expansion
Premises  by  April  30,  2003  (the  "Outside  Delivery  Date");
provided, however, that the Plans and the budgeted amount for the
Expansion Premises are agreed to by the parties in writing on  or
before  the  Approval Date, and the Outside Delivery  Date  shall
automatically  be extended for each day beyond the Approval  Date
it  takes  until  the parties have agreed on the  Plans  and  the
budgeted  amount  for the Expansion Premises.  In  addition,  the
Outside  Delivery  Date shall be extended by an  amount  of  time
equal  to any delays caused by Lessee or its agents, contractors,
architects,  or  authorized  representatives  or  by  reason   of
strikes,   lock-outs,  labor  troubles,  inability   to   procure
materials, failure of power, governmental laws, codes,  rules  or
regulations,  riots,  insurrection, adverse  weather  conditions,
fire  or other casualty, war, acts of terrorism, or other reasons
beyond  Lessor's  reasonable control . As used herein,  the  term
"Substantial  Completion"  shall  mean,  with  respect   to   the
Expansion Premises, the issuance of a certificate of occupancy by
the  appropriate governmental authority and the completion of all
construction  work  to  be  performed  by  Lessor  except   minor
punchlist  items.  As used herein the term "Delivery Date"  shall
mean  the  date that Lessor delivers the Expansion Premises  upon
"Substantial Completion."

     3.    Lease  Term.  The term of this Lease with  respect  to
both  the  Expansion Premises and the Existing Premises shall  be
for  a period of ten (10) years from and after the Delivery Date,
such  that  the  Lease term with respect to the  entire  Premises
shall  be coterminous, and the term of the Lease with respect  to
the Existing Premises is hereby amended accordingly.

     4.    Rental  Rate.  The rent due per paragraph  6A  of  the
Lease shall be as set forth on Attachment 1.

            If  the  Delivery Date falls on a day other than  the
first  day  of  the  month, the rent on  Attachment  1  shall  be
prorated  on  a daily basis for such month assuming  thirty  (30)
days in the month.  The term "Lease Year" regarding the Expansion
Premises  shall mean each twelve (12) month period commencing  on
the  Delivery Date provided that if the Delivery Date falls on  a
day  other than the first day of the month, the first Lease  Year
for  the  Expansion Premises shall include the remaining days  in
the  month in which the Delivery Date occurs and the twelve  (12)
month  period  commencing on the first  day  of  the  next  month
following  the  month  to  which the  Delivery  Date  occurs  and
thereafter each Lease Year for the Expansion Premises shall  mean
each twelve (12) month period commencing on the first day of  the
calendar month in each year which is the same as the first day of
the  calendar month after the Delivery Date.  For example, if the
Delivery Date is April 1, 2003 each Lease Year will be from April
1 of each year through March 31 of the following year, and if the
Delivery  Date  is April 15, 2003 the first Lease  Year  for  the
Expansion  Premise will be from April 15, 2003 through April  30,
2004  and thereafter each Lease Year shall be from May 1  of  the
particular  calendar year to April 30 of the  following  calendar
year..   On  and after the Delivery Date, the Lease Year  of  the
Existing  Premises shall be modified to coincide with  the  Lease
Year for the Expansion Premises.

     5.   Cancellation Option.  Provided that no event of default
has  occurred under the Lease or is existing either at  the  time
Lessee  exercises the following Termination Option or, if  Tenant
has  exercised the Termination Option, on the "Termination  Date"
(as  hereafter defined), Lessee is hereby granted the option (the
"Termination Option") to cancel this Lease with respect  to  both
the  Existing  Premises and the Expansion Premises  by  providing
written  notice of Lessee's intention to cancel (the "Termination
Notice") on or before the end of the sixth (6th) Lease Year  for
the  Expansion  Premises (the "Notification Date") whereupon  the
Lease shall terminate effective as of the last day of the seventh
(7th)  Lease  Year  for the Expansion Premises (the  "Termination
Date").   In the event the Termination Notice is not received  by
Lessor  on  or  before the Notification Date or if  an  event  of
default has occurred under the Lease or is existing either at the
time   Lessee  exercises  the  Termination  Option  or   on   the
Termination Date, the Termination Option shall automatically  and
without notice expire.

     6.    Option  to  Renew.   Lessee shall have the  option  to
renew  (the  "Renewal  Option") this Lease with  respect  to  the
entire  Premises  for an additional period of sixty  (60)  months
from  and  after the end of the Lease Term (the "Option Period"),
by  providing written notice to Lessor on or before the date  180
days  prior  to  the  expiration of the Lease  term  of  Lessee's
intention to extend this Lease.  The base rent for the first year
of the Option Period shall be 102% times the base rent applicable
at  the  end of the initial Lease Term as set forth on Attachment
1,  and the base rent shall be increased by two percent (2.0%) at
the  commencement  of each Lease Year thereafter  throughout  the
remainder  of  the  Option  Period.  If  the  Renewal  Option  is
exercised,  all other terms and conditions of the  Lease,  except
for  this  paragraph 6, shall apply with respect  to  the  entire
Premises during  the Option Period.

     7.    Full Force and Effect.  Except as modified hereby, the
Lease  remains  in  full  force and effect,  the  parties  hereby
ratifying,  reaffirming and republishing the  Lease,  as  amended
hereby.   All  terms  and  conditions of the  Lease,  as  amended
hereby, shall apply with respect to the Expansion Premises.  This
Second  Amendment shall be governed and construed  in  accordance
with  the laws of the State of Alabama and shall be binding upon,
and  shall  inure to the benefit of, Lessee and Lessor and  their
respective successors and assigns.

     8.     Authority.   The  person(s)  executing  this   Second
Amendment  on behalf of Lessee hereby represents and warrants  in
their individual capacity that they are fully authorized to do so
and that this Second Amendment, as executed by them on behalf  of
Lessee,  constitutes the legal, valid and binding  obligation  of
Lessee enforceable in accordance with its terms.

     9.    Estoppel Certificate.  Upon written request of Lessor,
within  ten  (10)  days of the date of receipt  of  such  written
request,  Lessee agrees to execute and deliver to  Lessor  and/or
such  other party as may be designated by Lessor, without charge,
an   estoppel  certificate  confirming  (except  to  the   extent
otherwise  set forth in the estoppel certificate)  (i)  that  the
Lease  is  in  full force and effect and has not  been  assigned,
modified,  supplemented, or amended, (ii) the  commencement  date
and expiration date of the Lease; (iii) the current annual and/or
monthly base rent due under the Lease and the date through  which
such rent has been paid; (iv) that all conditions of the Lease to
be performed by Lessor have been satisfied; (v) that there are no
defaults by either Lessor or Lessee under the Lease; (vi) that no
rents  have  been paid more than one (1) month in advance;  (vii)
that  Lessee has no existing defenses or off-sets against Lessor;
(viii) that Lessee has not assigned its interest under the Lease,
in  whole or in part, nor has Lessee subleased all or any part of
the  Premises; (ix) that Lessee is not subject to any federal  or
state   bankruptcy,   insolvency  or  other   creditors'   rights
proceedings;  (x)  that  Lessee has no options  to  purchase  the
Premises  or the land on which Premises is located, or  any  part
thereof  or interest therein; and (xi) that Lessee has no options
to extend the term of the Lease except as provided in the Lease.

     IN  WITNESS  WHEREOF, the parties have  hereunto  set  their
hands and seals effective as of the 8 day of November, 2002.

                              LESSEE:

ATTEST:                       PEI ELECTRONICS, INC.


By:  /s/ Keith Martin          By: /s/ John A. Hudgens
     -----------------             -------------------
Its:                          Its: Contracts Manager
     -----------------             -------------------

LESSOR:

WITNESS:                      RESEARCH PARK - GE TENANCY IN COMMON


/s/ Keith Martin              By: /s/ Tyrone Samples
----------------                  --------------------
                                  Tyrone Samples, its authorized owner



STATE OF ALABAMA    )

COUNTY OF MADISON   )


     I,  the undersigned Notary Public in and for said County  in
said State, hereby certify that TYRONE SAMPLES, whose name as one
of  the owners of RESEARCH PARK/GE TENANCY IN COMMON is signed to
the  foregoing  instrument and who is known to  me,  acknowledged
before  me  on this day that, being informed of the  contents  of
such  instrument,  he,  as such owner and  with  full  authority,
executed the same voluntarily.

     Given under my hand this the 8th day of November, 2002.



                              /s/ Bonita D. Smith
                              -------------------
                              Notary Public
[NOTARIAL SEAL]               My commission expires: Dec. 30, 2002






STATE OF Alabama   )

COUNTY OF Madison  )


     I,  the undersigned Notary Public in and for said County  in
said State, hereby certify that John A. Hudgens, whose name as
Contracts Manager of PEI ELECTRONICS, INC.,  a corporation,  is
signed to the foregoing instrument  and  who  is known  to  me,
acknowledged before me on this  day  that,  being informed of the
contents of such instrument, he, as such  officer and with full
authority, executed the same voluntarily for and as the act of said
corporation.

     Given under my hand this the 8th day of November, 2002.


                              /s/ Bonita D. Smith
                              -------------------
                              Notary Public
[NOTARIAL SEAL]               My commission expires: Dec. 30, 2002





                          EXHIBIT B

			PEI EXPANSION
		     CONSTRUCTION BUDGET

                                                       23,000 SF
                                                        PRESENT
                                                     -----------

SITE/LANDSCAPE					     $   178,000

PROJECT LIGHTS						  12,000

SHELL                                                    623,300

MEZZANINE                                                156,000

INTERIOR                                                 270,447

AUXILLARY SYSTEMS                                         26,000

ENGINEERING/FEE/PERMITS                                   46,000
                                                     -----------

                                                     $ 1,311,747

                          ATTACHMENT 1

                PEI ELECTRONICS - RENTAL SCHEDULE
               THE EXISTING PREMISES (192,485 sf)

LEASE YEAR*    SQ. FT.   RATE PER     MONTHLY          ANNUAL
                          SQ. FT.     PAYMENT         PAYMENT


    * <STRIKE>192,485   $   7.61   $ 122,067.57    $1,464,810.85</STRIKE> JH TS
    1         192,485   $   7.73   $ 123,992.42    $1,487,909.05
    2         192,485   $   7.84   $ 125,756.87    $1,509,082.40
    3         192,485   $   7.96   $ 127,681.72    $1,532,180.60
    4         192,485   $   8.08   $ 129,606.57    $1,555,278.80
    5         192,485   $   8.20   $ 131,531.42    $1,578,377.00
    6         192,485   $   8.32   $ 133,456.27    $1,601,475.20
    7         192,485   $   8.45   $ 135,541.52    $1,626,498.25
    8         192,485   $   8.58   $ 137,626.78    $1,651,521.30
    9         192,485   $   8.70   $ 139,551.63    $1,674,619.50
    10        192,485   $   8.83   $ 141,636.88    $1,699,642.55


                PEI ELECTRONICS - RENTAL SCHEDULE
               THE EXPANSION PREMISES (23,000 sf)


LEASE YEAR*    SQ. FT.   RATE PER     MONTHLY          ANNUAL
                          SQ. FT.     PAYMENT         PAYMENT

    1         23,000    $   6.65   $  12,745.83    $152,950.00
    2         23,000    $   6.75   $  12,937.50    $155,250.00
    3         23,000    $   6.85   $  13,129.17    $157,550.00
    4         23,000    $   6.95   $  13,320.83    $159,850.00
    5         23,000    $   7.05   $  13,512.50    $162,150.00
    6         23,000    $   7.15   $  13,704.17    $164,450.00
    7         23,000    $   7.25   $  13,895.83    $166,750.00
    8         23,000    $   7.35   $  14,087.50    $169,050.00
    9         23,000    $   7.45   $  14,379.17    $171,350.00
    10        23,000    $   7.55   $  14,470.83    $173,650.00

      *  Until Lease Year 1 of the Expansion Premises annual base
rent for the Existing Premises shall be $1,465,292.06 ($7.61  per
square  foot) payable $122,107.67 monthly.  When the first  Lease
Year  of the Expansion Premises commences the Lease Year  of  the
Existing  Premises shall be modified to coincide with  the  Lease
Year of the Expansion Premises as provided in paragraph 4 of this
Second  Amendment  whereupon base rent for  the  Existing  Period
shall be as provided above.  Lease Year 1 through 10 above as  it
relates  to the Existing Premises means Lease Years 1 through  10
after  the Lease Year for the Existing Premises has been modified
to coincide with the Lease Year for the Expansion Premises.


                         LEASE GUARANTY
                         --------------

     THIS  LEASE  GUARANTY (this "Guaranty") is made and  entered
this  8 day  of  November,  2002, by  INTEGRATED  DEFENSE
TECHNOLOGIES,  INC.,  a  Delaware corporation  ("Guarantor"),  in
favor  and for the benefit of RESEARCH PARK/GE TENANCY IN  COMMON
("Landlord").

                            WITNESS:
                            --------

     WHEREAS, PEI ELECTRONICS, INC. ("Tenant"),  entered  into  a
Lease Agreement with Landlord dated March 26, 2001 (the "Original
Lease"),   whereby  Tenant  leased  from  Landlord  approximately
192,485 square feet of space in the building located at 110  Wynn
Drive   Huntsville,   Madison  County,   Alabama   (the   "Leased
Premises"); and

     WHEREAS,  the  Original Lease was amended pursuant  to  that
certain  First Amendment to Lease Agreement dated  May  10,  2001
(the "First Amendment"); and

     WHEREAS, Landlord and Tenant are, contemporaneously with the
execution  of  this  Guaranty,  executing  that  certain   Second
Amendment  to  Lease  Agreement  (the  "Second  Amendment";   the
Original Lease, as amended by the First Amendment and the  Second
Amendment is hereinafter referred to as the "Lease"), whereby the
Landlord has agreed to construct an additional 23,000 square foot
building to be leased by Tenant (the "New Building"); and

     WHEREAS,  Guarantor is the parent company of Tenant  and  as
such has a financial interest in Tenant and therefore expects the
Second  Amendment  to  be  of  direct  interest  and  benefit  to
Guarantor; and

     WHEREAS,  Guarantor  acknowledges that  Landlord  would  not
enter  into  the  Second Amendment without  this  Guarantor  from
Guarantor; and

     WHEREAS,  in  order to induce the Landlord  to  execute  the
Second Amendment and to construct the New Building, Guarantor has
agreed to execute this Guaranty in order to guarantee to Landlord
the payment and performance of the Tenant's obligations under the
Lease.

     NOW,  THEREFORE,  for and in consideration  of  ten  dollars
($10.00), the mutual promises and covenants contained herein, and
other  good and valuable consideration, the receipt of  which  is
hereby  acknowledged, the parties, intending to be legally bound,
do hereby agree as follows:

1.    Guarantor hereby irrevocably and unconditionally guarantees
to  Landlord  the  due fulfillment by Tenant of all  of  Tenant's
financial   and   other  obligations  under  the   Lease,   which
obligations shall include rent and additional rent or other  sums
due  Landlord by reason of its performance of unperformed  Tenant
obligations  under  the  Lease.   Guarantor  is  guaranteeing  to
Landlord,  among Tenant's other obligations under the Lease,  the
flow  of  income  to Landlord set forth in the Lease  (including,
without  limitation, any accelerated payments),  and  Guarantor's
obligations   hereunder  shall  continue   and   be   enforceable
notwithstanding  any  termination of the Lease  or  other  relief
granted  to  Tenant  in  any  proceeding,  whether  voluntary  or
involuntary,  brought by or against Tenant  for  adjudication  or
relief   under   any  bankruptcy,  reorganization,   arrangement,
composition,  extension or insolvency law, or by  any  other  for
relief issued in accordance therewith.

2.    A  copy  of  any notice to Tenant concerning a  default  by
Tenant  under  the terms of the Lease (a "Default  Notice")  also
shall be sent to Guarantor.  Landlord's failure to provide a copy
of  a  Default Notice to Guarantor shall not void or  impair  the
Guarantor's   obligations  hereunder;  provided,  however,   that
Guarantor  shall  not  be  required to make  payment  under  this
Guaranty  or perform any obligation of Tenant under the Lease for
any  particular  claim until it shall have been provided  with  a
copy  of the Default Notice relating to such claim.  Upon receipt
of  a  Default Notice, Guarantor shall be provided an  additional
fifteen  (15)  days after receipt of the Default Notice  to  cure
such default.

3.    Guarantor  hereby consents and submit  irrevocably  to  the
jurisdiction of the state and federal courts located in the State
of  Alabama with respect to the provisions of this Guaranty.  The
Guarantor  hereby irrevocable designates and appoints  Tenant  as
its  attorney-in-fact or agent to accept service of  process  for
any  action or proceeding brought hereunder and agrees  that  any
such  service  of process upon such agent shall be valid  service
upon  Guarantor.  To the extent permitted by law, final  judgment
(a  certified copy of which shall be conclusive evidence  of  the
fact  and  of  the  amount of any indebtedness  of  Guarantor  to
Landlord, or its successors or assigns) against Guarantor in  any
such  legal action or proceeding shall be conclusive and  may  be
enforced  in  other  jurisdictions  by  suit  on  an  unsatisfied
judgment.

4.    The obligations of Guarantor under the Guaranty shall not be
released  or  limited  in any manner because  of  (i)  Landlord's
failure  to  exercise,  or delay in the exercise  of,  any  right
granted  hereunder  or  under the Lease, (ii)  any  modification,
extension,  waiver or amendment  of any provision  of  the  Lease
made  in  writing  or  by conduct, custom or  course  of  dealing
between  Landlord and Tenant.  The obligations of  the  Guarantor
hereunder  are  independent of the obligations of Tenant,  and  a
separate action or actions may be brought and prosecuted  against
Guarantor  whether  action is brought against Tenant  or  whether
Tenant is joined in any such action or actions.

5.     Subject to the second sentence of Paragraph 1 hereof,  this
Guaranty shall remain in full force and effect until all  of  the
Tenant's  obligations under the Lease have been paid in full  and
such  payments  have become final and are not  subject  to  being
voided  or refunded under the Bankruptcy Code or other applicable
law.

6.     Landlord shall be entitled to assign this Guaranty and all
of  its  rights, privileges, interests and remedies hereunder  to
any  other  person, firm, entity, bank or corporation  whatsoever
(including, without limitation, to the holder of any mortgage  or
other  security instrument covering the Leased Premises)  without
notice  to  or consent by Guarantor, and such assignee  shall  be
entitled  to  the benefits of this Guaranty and to  exercise  all
such  rights, interests and remedies as fully as Landlord.   This
Guaranty  shall inure to the benefit of Landlord,  it  successors
and  assigns,  and shall bind Guarantor, jointly  and  severally,
together  with  its heirs, legal representatives, successors  and
assigns.  The liability of the person(s) or entities signing this
Guaranty  and  the heirs, legal representatives,  successors  and
assigns shall not be subject to claim of off-set, counterclaim or
defense of the Tenant.


7.    Guarantor  warrants  and represents  that:   (i)  it  is  a
corporation  duly  organized, registered, in good  standing,  and
validly existing under the laws of the State of Delaware, and has
full  power,  authority and legal right to execute,  deliver  and
perform   this  Guaranty;  (ii)  this  Guaranty  has  been   duly
authorized,  executed and delivered by the Guarantor;  and  (iii)
this  guaranty constitutes a legal, valid and binding  obligation
of  the  Guarantor  enforceable in  accordance  with  its  terms.
Guarantor  also warrants and represents to Landlord the Guarantor
now has and will continue to have full and complete access to any
and all information concerning the Lease, the value of the assets
owned or to be acquired by Tenant, Tenant's financial status  and
its  ability to pay and perform the obligations owed to  Landlord
under the Lease.  Guarantor further warrants and represents  that
Guarantor  has reviewed and approved copies of the Lease  and  is
fully  informed  of  the remedies Landlord may  pursue,  with  or
without  notice  to  Tenant, in the event of  default  under  the
Lease.   So  long as any of the Guarantor's obligations hereunder
remain  unsatisfied  or owing to Landlord, Guarantor  shall  keep
fully  informed as to all aspects of Tenant's financial condition
and the performance of said obligations.

8.    All  obligations of Guarantor shall be satisfied  in  United
      States dollars.

9.    Guarantor  waives  any right to require  Landlord   to  (a)
proceed  against  Tenant;  (b) proceed  against  or  exhaust  any
security   for any obligation under the Lease; or (c) pursue  any
other  remedy  in Landlord's power whatsoever.  Guarantor  waives
any  defense arising by reason of any disability or other defense
of Tenant or by reason of the cessation from any cause whatsoever
of  the liability of Tenant.  Until all of the obligations of the
Tenant  under the Lease shall have been paid in full,   Guarantor
shall  have  no  right of subrogation, and waives  any  right  to
enforce  any remedy which Landlord now has or may hereafter  have
against  Tenant,  and waives any benefit of,  and  any  right  to
participate  in any security now or hereafter held by   Landlord.
Guarantor  waives  all  presentments,  demands  for  performance,
notices  of nonperformance, protests, notices of protest, notices
of  dishonor,  and notices of acceptance of this  Guaranty.   The
Guarantor  does  hereby waive any rights to exemption  under  the
Constitution of the State of Alabama or any other state as to any
indebtedness or obligation created hereunder.

10.   Guarantor:   (i)  agrees  to indemnify  and  save  Landlord
harmless  of  and  from all cost, liability, damage  and  expense
(including attorney's fees and costs), which may arise by  reason
of  Tenant's  default  under the Lease  or  Tenant's  insolvency,
Guarantor's  default hereunder, or the collection or  enforcement
of  this  Guaranty;  (ii) acknowledges that this  Guaranty  is  a
guarantee  of  payment and not of collection in  respect  to  any
obligations  which may accrue to Landlord from Tenant  under  the
provisions  of the Lease; and (iii) covenants to and agrees  with
Landlord  that  the  validity  hereunder  shall  in  no  way   be
terminated,  affected  or otherwise impaired  by  reason  of  any
assignment or transfer of Tenant's interest in the Lease.

11.   To the extent the Tenant has the right to self-insure under
the  Lease  and  the  Tenant elects to do  so,  Guarantor  hereby
irrevocably  and  unconditionally guarantees the  performance  by
Tenant  of  those insurance provisions in the Lease which  permit
Tenant  the  right to self-insure all or any part  of  the  risks
permitted to be self-insured by Tenant under Lease.

12.   Notwithstanding anything to the contrary contained  herein,
Guarantor's   liability  hereunder   for   Tenant's   base   rent
obligation  shall be limited to not more than Seven Million  Five
Hundred Thousand and No/100 Dollars ($7,500,000.00).

13.   All  notices, consents, approvals and other  communications
that  may  be  or are required to be given by either party  under
this Guaranty shall be properly given only if made in writing and
sent  by (a) hand delivery, or (b) certified mail, return receipt
requested,  or  (c)  nationally  recognized  overnight   delivery
service  (such  as Federal Express, UPS Next Day  Air,  Purolator
Courier  or  Airborne Express), designated for next business  day
delivery,  or  (d) by telecopying to the telecopy  number  listed
below  (provided  that a copy of such notice  is  also  delivered
within  24  hours  to the recipient by one of the  other  methods
listed herein), with all postage and delivery charges paid by the
sender  and  addressed to the recipient, as follows, or  at  such
other  address  (or  telecopy number) as  each  may  subsequently
designate  in  writing.   Such  notices  delivered  by  hand,  by
telecopy   (subject  to  the  provisions  hereof),  or  overnight
delivery  service shall be deemed received upon  the  earlier  of
actual  receipt or the next general business day.   Such  notices
sent  by  certified mail shall be deemed received five  (5)  days
after the date of mailing.  Said notice addresses are as follows:

     If to Landlord:   Research Park/GE Tenancy In Common
                         305 Church Street, Suite 720
                         Huntsville, Alabama 35801
                         Attention:  Mr. Tyrone Samples
                         Voice: (256) 533-0003
                         Fax:   (256) 532-1257
                         with a copy to:

                         Balch & Bingham LLP
                         Attention: Daniel M. Wilson
                         655 Gallatin Street
                         Huntsville, Alabama 35801
                         Voice: (256) 551-0171
                         Fax:   (256) 512-0119


     If to Guarantor:    Integrated Defense Technologies, Inc.

                         -------------------------------------
                         -------------------------------------
                         -------------------------------------
                         Attention:
                         Voice: (   )
                         Fax:   (   )

14.   Guarantor  acknowledges that any cause  of  action  arising
under  this  Guaranty will be a cause of action arising  from  an
Alabama  transaction and that they are guaranteeing  payment  and
performance  of  an  obligation  owing  to  an  entity  which  is
organized  under  Alabama law and/or conducts business  from  its
offices in the State of Alabama, that it is foreseeable that this
Guaranty   and  the  performance  hereof  have  and   will   have
significant effects in the State of Alabama, and that Guarantor's
execution  of  this  Guaranty  will  subject  Guarantor  to   the
jurisdiction  of  the  State  of  Alabama.   Notwithstanding  the
foregoing,  nothing  contained in  this  Guaranty  shall  prevent
Landlord  from  bringing  any action  or  exercising  any  rights
against Tenant or the Guarantor, any security for the obligations
of  the  Tenant  under  the  Lease, or  Tenant's  or  Guarantor's
properties   in   any  other  county,  state   or   jurisdiction.
Initiating  any  such action or proceeding  or  taking  any  such
action  in  any  other state or jurisdiction shall  in  no  event
constitute  a  waiver  by  Landlord  of  any  of  the  foregoing.
Guarantor  hereby waives the right of trail by jury in the  event
of  any  litigation between Landlord and Guarantor in respect  to
any matter arising out of this Guaranty.

15.   Until each and every one of the covenants and agreements  of
this  Guaranty are fully performed, Guarantor's obligations shall
not  be  released, in whole or in part, by any  action  or  thing
which might, but for this provision of this instrument, be deemed
a  legal or equitable discharge of a surety or guarantor,  or  by
reason  of  any waiver, extension, modification, forbearance,  or
delay  or other act or omission of Landlord or Landlord's failure
to  proceed promptly or otherwise, or by reason of any act  taken
or  omitted by Landlord, whether or not such action or failure to
act  varies  or increases the risk of, or affects the  rights  or
remedies  of  Guarantor  or by reason  of  any  further  dealings
between   Tenant,  Landlord  or  any  other  guarantor.   Without
limiting   the  foregoing,  to  the  full  extent  permitted   by
applicable  law, Guarantor waives the benefit of any  statute  of
limitations  or other defenses affecting its liability  hereunder
or  the  enforcement thereof.  Guarantor hereby expressly  waives
and  surrenders any defense to its liability hereunder based upon
any  of  the  foregoing  acts, omissions, things,  agreements  or
waivers  or any of them; it being the purpose and intent  of  the
parties hereto that the covenants, agreements and all obligations
hereunder are absolute, unconditional and irrevocable.

16.   This Guaranty shall be construed and enforced in accordance
with  the laws of the State of Alabama.  Whenever possible,  each
provision of this Guaranty shall be interpreted in such manner as
to  be  effective  and valid under applicable  law,  but  if  any
provision  of  this Guaranty shall be prohibited  by  or  invalid
under such law, such provision shall be ineffective to the extent
of  such  prohibition  or  invalidity, without  invalidating  the
remainder of such provision or the remaining provisions  of  this
Guaranty.

17.   Landlord may, from time to time, without notice to Guarantor
and without affecting, diminishing or releasing the liability  of
Guarantor  (a)  retain  or  obtain a  security  interest  in  any
property  to secure any of Tenant's obligations guaranteed  under
this  Guaranty or any obligation hereunder, (b) retain or  obtain
the  primary  or secondary liability of any party or parties,  in
addition  to  Guarantor,  with respect  to  any  of  said  Tenant
obligations, (c) make changes to the terms, extend or  renew  for
any  period  (whether  or not longer than the  original  period),
exchange or otherwise alter any of the Tenant's obligations under
the  Lease,  (d)  release the whole or any part of  the  Tenant's
obligations  under the Lease or compromise any liability  of  any
parties   primarily  or  secondarily  liable  for   said   Tenant
obligations, (e) release its security interest, if any, in all or
any  property securing any of the Tenant's obligations under  the
Lease or any obligations hereunder and permit any substitution or
exchange  for any such property, (f) resort to the Guarantor  for
payment  of  any  of  the Tenant's obligations,  or  any  portion
thereof,  whether or not Landlord shall resorted to any  property
securing any of the Tenant's obligations under the Lease  or  any
obligation  hereunder or shall have proceeded against  any  party
primarily  or secondary liable on any of said Tenant  obligations
(any  right to require Landlord to take action against any  party
primarily or secondary liable under the Lease as may be  required
by  law  is  hereby  expressly waived), and  (g)  alter,  extend,
change,  modify,  release or cancel any  covenant,  agreement  or
provision  contained  in  the  Lease.   Any  amount  received  by
Landlord from whatever source and applied by Landlord toward  the
payment  of  the  Tenant's obligations under the Lease  shall  be
applied  in  such order of application as Landlord from  time  to
time elect.

18.   The obligations of Guarantor under this Guaranty shall  not
be  altered,  limited  or  affected by  any  case,  voluntary  or
involuntary,  involving the bankruptcy, insolvency, receivership,
reorganization,  liquidation  or arrangement  of  Tenant  or  any
defense  which  Tenant may have by reason  of  order,  decree  or
decision  or any court or administrative body resulting from  any
such  case.   Landlord shall have the sole  right  to  accept  or
reject any plan on behalf of Guarantor proposed in such case  and
to  take  any  other action which Guarantor would be entitled  to
take, including, without limitation, the decision to file or  not
file a claim.  Guarantor acknowledges and agrees that any payment
which  accrues  with  respect to Tenant's obligations  under  the
Lease  (including, without limitation, the payment of rent) after
the  commencement of any such proceeding (or, if any such payment
ceases   to  accrue  by  operation  of  law  by  reason  of   the
commencement  of  such  proceeding, such payment  as  would  have
accrued  if  said  proceedings had not been commenced)  shall  be
included in Guarantor's obligations hereunder because it  is  the
intention  of  the  parties  that  said  obligations  should   be
determined without regard to any rule or law or order  which  may
relieve  Tenant  of  any  of  its obligations  under  the  Lease.
Guarantor  hereby  permits any trustee in  bankruptcy,  receiver,
debtor-in-possession, assignee for the benefit  of  creditors  or
similar person to pay Landlord, or allow the claim of Landlord in
respect  thereof,  any such payment accruing after  the  date  on
which such proceeding is commenced.  Guarantor hereby assigns  to
Landlord  Guarantor's  right  to receive  any  payment  from  any
trustee in bankruptcy, receiver, debtor-in-possession, assign for
the  benefit  of creditors or similar person by way of  dividend,
adequate  protection payment or otherwise. If all or any  portion
of the Tenant's obligations under the Lease are paid or performed
by  Tenant,  the obligations of Guarantor hereunder with  respect
thereto shall continue and remain in full force and effect in the
event   that   all   or  any  portion  of  such   payment(s)   or
performance(s)  is  avoided or recovered directly  or  indirectly
from Landlord as a preference, fraudulent transfer or otherwise.

19.   Upon written request of Landlord, within ten (10)  days  of
the date of receipt of such written request, Guarantor agrees  to
execute and deliver to Landlord and/or such other party as may be
designated  by Landlord, without charge, an estoppel  certificate
confirming  (except  to the extent otherwise  set  forth  in  the
estoppel certificate) (i) that this Guaranty is in full force and
effect  and  has  not been assigned, modified,  supplemented,  or
amended,  (ii) that Lessee has no existing defenses  or  off-sets
against  Landlord; and (iii) that Lessee is not  subject  to  any
federal  or  state  bankruptcy, insolvency  or  other  creditors'
rights proceedings.

20.   In the event of any dispute or litigation with regard to  a
default  by Tenant under the Lease or default by Guarantor  under
this  Guaranty, or with regard to the enforcement or validity  of
the  Lease or this Guaranty, Guarantor shall be obligated to  pay
all  charges, costs and expenses (including, without  limitation,
reasonable  attorneys' fees) incurred by Landlord  in  connection
therewith  whether or not any action or proceeding  is  commenced
regarding  such  dispute and whether or not  such  litigation  is
prosecuted to judgment, including, without limitation  any  costs
and  expenses (including attorneys' fees) incurred in  connection
with the enforcement or collection of any judgment against Tenant
and/or Guarantor.

21.   No  remedy conferred in this Guaranty upon or  reserved  to
Landlord  is  intended  to be exclusive of  any  other  available
remedy given under this Guaranty or hereafter existing at law  or
in equity.  No waiver, amendment, release or modification of this
Guaranty  shall be established by conduct, custom  or  course  of
dealing, but instead shall be established solely by an instrument
in writing duly executed by Landlord and Guarantor.


     IN  WITNESS WHEREOF, this Guaranty was executed by Guarantor
under seal this 8th day of November, 2002.

                                   GUARANTOR:

                                   INTEGRATED DEFENSE
                                   TECHNOLOGIES, INC.
ATTEST:

By: /s/ Bonita D. Smith            By: /s/ William E. Collins
    ---------------------------        ----------------------
Name: Bonita D. Smith              Name: William E. Collins
      -------------------------          --------------------
Title: Notary, State of Alabama    Title: V.P.
       ------------------------           -------------------


STATE OF Alabama

COUNTY OF Madison


     I, Bonita D. Smith, a  notary  public  in and for said county
in said  state,  hereby certify that William E. Collins,  whose  name
as VP of INTEGRATED  DEFENSE TECHNOLOGIES,  INC., a Delware corporation,
is signed  to  the foregoing instrument and who is known to me,
acknowledged  before me  on  this  day, that, being informed of the
contents  of  such instrument, as such officer and with full authority,
[s]he  executed  the same voluntarily on the day the same bears date for
and as the act of said corporation.

     Given  under  my hand and official seal this 8th day of November, 2002.


                                   /s/ Bonita D. Smith
                                   -------------------
                                   Notary Public
[Notarial Seal]                    My Commission Expires: Dec. 30, 2002