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                                                                 EXHIBIT 10.23.4

                           CHANGE OF CONTROL AGREEMENT

         This Change of Control Agreement (the "Agreement") is made and entered
into March 1, 2001 by and between DeCrane Aircraft Holdings, Inc. (the
"Company") and James Mann ("Executive") based on the following facts:

         A.       Executive is currently employed by the Company in the capacity
                  as Vice President, Tax and SEC Reporting and is a key
                  executive of the Company.

         B.       The Company desires to define the terms and conditions of any
                  termination of employment upon a Change of Control (as defined
                  herein) in the Company.

         Based on the foregoing facts and circumstances and for good and
valuable consideration, receipt of which is hereby acknowledged, the Company and
Executive agree as follows:

         1.       TERM OF AGREEMENT. Except as otherwise provided herein, the
                  term of this Agreement shall commence effective the date
                  hereof and shall continue for one year (the "Term").

         2.       A. COMPENSATION UPON TERMINATION FOLLOWING A CHANGE OF
                  CONTROL. In the event that (i) a Change of Control shall have
                  occurred during the term of this Agreement and while Executive
                  is employed by the Company and (ii) the Executive's employment
                  shall be involuntarily terminated for any reason on a date
                  which is less than one year after the date of the Change of
                  Control (whether during or after the term of this Agreement)
                  other than for Cause, death or disability or Executive shall
                  terminate his employment for Good Reason, then the Company
                  shall make the following payments to Executive within 15 days
                  following the date of such termination of employment (the
                  "Termination Date"), subject in each case to any applicable
                  payroll or other taxes required to be withheld.

                  (1)     The Company shall pay Executive a lump sum amount in
                          cash equal to the sum of (a) Executive's monthly base
                          salary multiplied by a number equal to 12 minus the
                          number of whole months elapsed from the date of the
                          Change of Control to the Termination Date (the
                          "Multiplier") and (b) Executive's average annual bonus
                          including in such average any such annual bonus earned
                          (even though such bonus may be paid in the year
                          following the year in which earned), (computed over
                          the shorter of (x) the period of Executive's
                          employment by the Company or (y) five calendar years
                          each as measured to the day immediately preceding the
                          Termination Date) divided by 12 and multiplied by the
                          Multiplier.


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                  (2)     The Company shall pay Executive a lump sum amount in
                          cash equal to accrued but unpaid salary and bonus
                          through the Termination Date, and unpaid salary with
                          respect to any vacation days accrued but not taken as
                          of the Termination Date.

         B.       DEFINITIONS.

                  (1)     As used in this Agreement, "Change of Control" shall
                          mean an event involving the Company of a nature that
                          would be required to be reported in response to Item
                          6(e) of Schedule 14A of Regulation 14A promulgated
                          under the Securities Exchange Act of 1934, as amended
                          (the "Exchange Act"), assuming that such Schedule,
                          Regulation and Act applied to the Company, provided
                          that such a Change of Control shall be deemed to have
                          occurred at such time as: (i) any "person" (as that
                          term is used in Sections 13(d) and 14(d)(2) of the
                          Exchange Act) (other than an Excluded Person (as
                          defined below)) becomes, directly or indirectly, the
                          "beneficial owner" (as defined in Rule 13d-3 under the
                          Exchange Act) of securities representing 20% or more
                          of the combined voting power for election of members
                          of the Board of Directors of the then outstanding
                          voting securities of the Company or any successor of
                          the Company, excluding any person whose beneficial
                          ownership of securities of the Company or any
                          successor is obtained in a merger or consolidation not
                          included in paragraph (iii) below; (ii) during any
                          period of two consecutive years or less, individuals
                          who at the beginning of such period constituted the
                          Board of Directors of the Company cease, for any
                          reason, to constitute at least a majority of the
                          Board, unless the appointment, election or nomination
                          for election of each new member of the Board (other
                          than a director whose initial assumption of office is
                          in connection with an actual or threatened election
                          contest, including but not limited to a consent
                          solicitation, relating to the election of directors of
                          the Company) was approved by a vote of at least
                          two-thirds of the members of the Board of Directors
                          then still in office who were members of the Board at
                          the beginning of the period or whose appointment,
                          election or nomination was so approved since the
                          beginning of such period; (iii) there is consummated
                          any merger, consolidation or similar transaction to
                          which the Company is a party as a result of which the
                          persons who were equity holders of the Company
                          immediately prior to the effective date of the merger
                          or consolidation shall have beneficial ownership of
                          less than 50% of the combined voting power for
                          election of members of the Board of Directors (or
                          equivalent) of the surviving entity or its parent
                          following the effective date of such merger or
                          consolidation; (iv) any sale or other disposition (or
                          similar


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                          transaction) (in a single transaction or series of
                          related transactions) of (x) 50% or more of the assets
                          or earnings power of the Company or (y) business
                          operations which generated a majority of the
                          consolidated revenues (determined on the basis of the
                          Company's four most recently completed fiscal quarters
                          for which reports have been completed) of the Company
                          and its subsidiaries immediately prior thereto, other
                          than a sale, other disposition, or similar transaction
                          to an Excluded Person or to an entity of which
                          equityholders of the Company beneficially own at least
                          50% of the combined voting power; (v) any liquidation
                          of the Company. For purposes of this definition of
                          Change of Control, the term "Excluded Person" shall
                          mean and include (i) any corporation beneficially
                          owned by shareholders of the Company in substantially
                          the same proportion as their ownership of shares of
                          the Company and (ii) the Company.

                  (2)     As used in this Agreement, "Good Reason" shall mean
                          the occurrence, following a Change of Control, of any
                          one of the following events without Executive's
                          consent: (i) the Company assigns Executive to any
                          duties substantially inconsistent with his position,
                          duties, responsibilities, status or reporting
                          responsibility with the Company immediately prior to
                          the Change of Control, or assigns Executive to a
                          position that does not provide Executive with
                          substantially the same or better compensation, status,
                          responsibilities and duties as Executive enjoyed
                          immediately prior to the Change of Control; (ii) the
                          Company reduces the amount of Executive's base salary
                          as in effect as of the date of the Change of Control
                          or as the same may be increased thereafter from time
                          to time, except for across-the-board salary reductions
                          similarly affecting all senior executives of the
                          Company; (iii) the Company fails to pay Executive an
                          annual bonus consistent with past practices and
                          bonuses consistent with past practices are paid to any
                          other senior executives of the Company; (iv) the
                          Company changes the location at which Executive is
                          employed by more than 50 miles from the location at
                          which Executive is employed as of the date of this
                          Agreement; or (v) the Company breaches this Agreement
                          in any material respect, including without limitation
                          failing to obtain a succession agreement from any
                          successor to assume and agree to perform this
                          Agreement.

                  (3)     For Cause. As used in this Agreement, "Cause" shall
                          mean (i) any material act of dishonest constituting a
                          felony (of which Executive is convicted or pleads
                          guilty) which results or is intended to result
                          directly or indirectly in substantial gain or personal
                          enrichment to Executive at the expense of the Company,
                          or (ii) after notice of


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                          breach delivered to Executive specifying in reasonable
                          detail and a reasonable opportunity for Executive to
                          cure the breaches specified in the notice, the Board,
                          acting by a two thirds vote, after a meeting held for
                          the purpose of making such determination and after
                          reasonable notice to Executive and an opportunity for
                          him together with his counsel to be heard before the
                          Board, determines, in good faith, other than for
                          reasons of physical or mental illness, Executive
                          willfully and continually fails to substantially
                          perform his duties pursuant to this Agreement and such
                          failure results in demonstrable material injury to the
                          Company. The following shall not constitute Cause: (i)
                          Executive's bad judgment or negligence, (ii) any act
                          or omission by Executive without intent of gaining
                          therefrom directly or indirectly a profit to which
                          Executive was not legally entitled, (iii) any act or
                          omission by Executive with respect to which a
                          determination shall have been made that Executive met
                          the applicable standard of conduct prescribed for
                          indemnification or reimbursement of payment of
                          expenses under the By-Laws of the Company or the laws
                          of the State of Delaware as in effect at the time of
                          such act or omission.

         3.       MITIGATION. Executive is not required to seek other employment
                  or otherwise mitigate the amount of any payments to be made by
                  the Company pursuant to this Agreement.

         4.       ASSIGNMENT. Neither Company nor Executive shall have the right
                  to assign its respective rights pursuant to this Agreement.
                  The Company shall require any proposed successor (whether
                  direct or indirect, by purchase, merger, consolidation or
                  otherwise) to all or substantially all of the business and/or
                  assets of the Company, by agreement in form and substance
                  reasonably satisfactory to Executive, to expressly assume and
                  agree to perform this agreement in the same manner and to the
                  same extent that the Company would be required to perform it
                  if no such succession had taken place, concurrent with the
                  execution of a definitive agreement with the Company to engage
                  in such transaction.

         5.       This Agreement shall be binding on the inure to the benefit of
                  Executive and his heirs and the Company and any permitted
                  assignee. The Company shall not engage in any transaction,
                  including a merger or sale of assets unless, as a condition to
                  such transaction such successor organization assumes the
                  obligations of the Company pursuant to this Agreement.


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         6.       NOTICES.

                  If to Company:             DeCrane Aircraft Holdings, Inc.
                                             2361 Rosecrans Avenue, Suite 180
                                             El Segundo, CA  90245
                                             Attention: Chief Financial Officer
                                             Fax:  310-643-0746

                  If to Executive:           James Mann
                                             __________________________________
                                             __________________________________
                                             Fax:  ____________________________

         7.       FACSIMILE SIGNATURES, EXECUTION AND DELIVERY. This Agreement
                  shall be effective upon transmission of a signed facsimile by
                  one party to the other.

         8.       MISCELLANEOUS. This Agreement supersedes and makes void any
                  prior agreement between the parties and sets forth the entire
                  agreement and understanding of the parties hereto with respect
                  to the matters covered hereby, and may not otherwise be
                  amended or modified except by written agreement executed by
                  the Company and the Executive. This Agreement shall be
                  governed by and construed in accordance with the laws of the
                  State of California.

         This Agreement has been executed on the date specified in the first
paragraph.

                                           DECRANE AIRCRAFT HOLDINGS, INC.


                                      By:
                                           -----------------------------------
                                           Authorized Signature


                                           EXECUTIVE


                                           -----------------------------------
                                           James Mann

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