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                                                                 EXHIBIT 10.23.5

                           CHANGE OF CONTROL AGREEMENT

         This Change of Control Agreement (the "Agreement") is made and entered
into September 27, 2000 by and between DeCrane Aircraft Holdings, Inc. (the
"Company") and Bob Martin ("Executive") based on the following facts:

         A.       Executive is currently employed by the Company in the capacity
                  as President, Systems Integration 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 two years (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 24 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:          Bob Martin
                                            ___________________________________
                                            ___________________________________
                                            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


                                             -----------------------------------
                                             Bob Martin

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