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                                                                    Exhibit 10.4


                               WMF NOMINAL WARRANT

                                                                  August 6, 1999


         THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE
         AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
         APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION
         FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.




                      INTEGRATED DEFENSE TECHNOLOGIES, INC.

                          COMMON STOCK PURCHASE WARRANT

                            Void after August 5, 2009


         INTEGRATED DEFENSE TECHNOLOGIES, INC. (the "COMPANY"), a Delaware
corporation, hereby certifies that for value received, J.H. WHITNEY MEZZANINE
FUND, L.P. ("WMF"), a Delaware limited partnership, or its successors or assigns
(the "HOLDER"), is entitled to purchase, subject to the terms and conditions
hereinafter set forth, at any time or beginning on the date hereof and prior to
5:00 P.M., New York City time, on August 5, 2009 (the "EXPIRATION DATE"), an
aggregate of 5,556 fully paid and nonassessable shares of Common Stock (as
hereinafter defined) of the Company, at an exercise price of $.01 per share (the
"PURCHASE PRICE"), subject to adjustment as provided herein,

         This Warrant is issued pursuant to the Securities Purchase Agreement
(the "PURCHASE AGREEMENT"), dated as of the date hereof, among the Company, PEI
Electronics, Inc., SierraTech, Inc. and WMF, and is subject to the terms
thereof. Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the Purchase Agreement. The Holder is
entitled to the rights and subject to the obligations contained in the Purchase
Agreement and the Stockholders' Agreement relating to this Warrant and the
shares of Common Stock issuable upon exercise of this Warrant.
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         1. DEFINITIONS. For the purposes of this Warrant, the following terms
shall have the meanings indicated:

                  "APPLICABLE PRICE" shall mean the higher of (a) the Current
Market Price per share of Common Stock on the applicable record or other
relevant date and (b) the Dilution Price.

                  "BUSINESS DAY" shall mean any day other than a Saturday,
Sunday or other day on which commercial banks in the City of New York are
authorized or required by law or executive order to close.

                  "CLOSING PRICE" shall mean, with respect to each share of
Common Stock for any day, (a) the last reported sale price regular way or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices regular way, in either case as reported on the principal national
securities exchange on which the Common Stock is listed or admitted for trading
or (b) if the Common Stock is not listed or admitted for trading on any national
securities exchange, the last reported sale price or, in case no such sale takes
place on such day, the average of the highest reported bid and the lowest
reported asked quotation for the Common Stock, in either case as reported on the
NASDAQ or a similar service if NASDAQ is no longer reporting such information.

                  "COMMON STOCK" means the common stock, par value $0.01 per
share, of the Company, and any class of stock resulting from successive changes
or reclassification of such Common Stock.

                  "COMPANY" shall have the meaning ascribed to such term in the
first paragraph of this Warrant.

                  "CURRENT MARKET PRICE" shall mean the average of the daily
Closing Prices per share of Common Stock for the 10 consecutive trading days
commencing 15 trading days before the date on which Current Market Price is to
be determined. If on any such date the shares of Common Stock are not listed or
admitted for trading on any national securities exchange or quoted by NASDAQ or
a similar service, then the Company, on the one hand, and the holder of this
Warrant on the other hand, shall each promptly appoint as an appraiser an
individual who shall be a member of a nationally recognized investment banking
firm. Each appraiser shall be instructed to, within 30 days of appointment,
determine the Current Market Price per share of Common Stock which shall be
deemed to be equal to the fair market value per share of Common Stock as of such
date. If the two appraisers are unable to agree on the Current Market Price per
share of Common Stock within such 30 day period, then the two appraisers, within
10 days after the end of such 30 day period shall jointly select a third
appraiser. The third appraiser shall, within 30 days of its appointment,
determine, in good faith, the Current Market Price per share of Common Stock and
such determination shall be controlling. If any party fails to appoint an
appraiser or if one of the two initial appraisers fails after appointment to
submit its appraisal within the required period, the appraisal submitted by the
remaining appraiser shall be controlling. Current Market Price per share of
Common Stock shall be determined without regard to any minority discount
accorded to the shares of Common Stock. The cost of the foregoing appraisals
shall be shared one-half by the Company and one-half by holder of this Warrant,
PROVIDED, HOWEVER, in the event a third appraiser


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is utilized and one of the two initial appraisals (but not the other initial
appraisal) is greater than or less than the appraisal by such third appraiser by
10% or more, then the cost of all of the foregoing appraisals shall be borne by
the party who appointed the appraiser who made such initial appraisal.

                  "DILUTION PRICE" shall mean, with respect to each share of
Common Stock, $540 subject to appropriate adjustment for any stock dividend,
subdivision, combination, reclassification or like event with respect to the
Common Stock.

                  "EXERCISE DATE" shall have the meaning ascribed to such term
in Subsection 2(d).

                  "EXERCISE PRICE" shall mean the Aggregate Purchase Price
divided by the aggregate number of Warrant Shares issuable under this Warrant at
such time.

                  "EXPIRATION DATE" shall have the meaning ascribed to such term
in the first paragraph of this Warrant.

                  "FULLY DILUTED COMMON STOCK" shall mean the number of shares
of Common Stock outstanding as of the relevant time assuming the exercise,
exchange or conversion in full of all rights, warrants (other than this Warrant
and all other warrants issued upon assignment of all or any portion hereof),
options and other securities exercisable or exchangeable for or convertible into
shares of Common Stock (whether or not then exercisable, convertible or
exchangeable), but shall not include any shares issuable upon exercise of
options issued pursuant to Management Options.

                  "HOLDER" shall have the meaning ascribed to such term in the
first paragraph and Section 9(a) of this Warrant.

                  "NASDAQ" shall mean the Automatic Quotation System of the
National Association of Securities Dealers, Inc.

                  "PERSON" shall mean any individual, firm, corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, government (or an agency or political subdivision thereof)
or other entity of any kind, and shall include any successor (by merger or
otherwise) of such entity.

                  "PURCHASE AGREEMENT" shall have the meaning ascribed to such
term in the second paragraph of this Warrant.

                  "PURCHASE PRICE" shall have the meaning ascribed to such term
in the first paragraph of this Warrant.

                  "STOCKHOLDERS AGREEMENT" means the Amended and Restated
Stockholders Agreement in the form attached to the Purchase Agreement as Exhibit
D.



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                  "SUBSIDIARY" shall mean, with respect to any Person, a
corporation or other entity of which 50% or more of the voting power of the
voting equity securities or equity interests is owned, directly or indirectly,
by such Person.

                  "WARRANT" shall mean this Warrant and any subsequent Warrant
issued pursuant to Subsection 2(c).

                  "WARRANT REGISTER" shall have the meaning ascribed to such
term in Subsection 9(c).

                  "WARRANT SHARES" shall mean the shares of Common Stock
issuable upon exercise of this Warrant.

         2. EXERCISE OF WARRANT.

                  (a) EXERCISE. This Warrant may be exercised, in whole only, at
any time and from time to time during the period beginning on the date hereof
and ending on the Expiration Date, by surrendering to the Company at its
principal office this Warrant, with the form of Election to Purchase Shares (the
"ELECTION TO PURCHASE SHARES") attached hereto as EXHIBIT A duly executed by the
Holder and accompanied by payment of the aggregate Purchase Price for the total
number of Warrant Shares.

                  (b) DELIVERY OF SHARES; PAYMENT OF PURCHASE PRICE. As soon as
practicable after surrender of this Warrant and receipt of payment, the Company
shall promptly issue and deliver to the Holder a certificate or certificates for
the number of Warrant Shares for which this Warrant is hereby being exercised,
in such name or names as may be designated by such Holder, along with a check
for the amount of cash to be paid in lieu of issuance of fractional shares, if
any. Payment of the aggregate Purchase Price may be made as follows (or by any
combination of the following): (i) in United States currency by cash or delivery
of a certified check, bank draft or postal or express money order payable to the
order of the Company, (ii) by assigning to the Company all or any part of the
unpaid principal amount of the Note held by the Holder in a principal amount
equal to the aggregate Purchase Price, or (iii) by surrender of a number of
shares of Common Stock held by the Holder equal to the quotient obtained by
dividing (A) the aggregate Purchase Price payable with respect to the exercise
of this Warrant (B) the Current Market Price per share of Common Stock on the
Exercise Date.

                  (c) WHEN EXERCISE EFFECTIVE. The exercise of this Warrant
shall be deemed to have been effective immediately prior to the close of
business on the Business Day on which this Warrant is exercised in accordance
with the provisions of this Section 2 (the "EXERCISE DATE") and the Person in
whose name any certificate for shares of Common Stock shall be issuable upon
such exercise, as provided in Subsection 2(b), shall be deemed to be the record
holder of such shares of Common Stock for all purposes on the Exercise Date.

         3. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The Purchase
Price and the number of shares of Common Stock issuable upon exercise of this
Warrant shall be adjusted from time to time upon the occurrence of the following
events:



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                  (a) DIVIDEND, SUBDIVISION, COMBINATION OR RECLASSIFICATION OF
COMMON STOCK. If the Company shall, at any time or from time to time, (i)
declare a dividend on the Common Stock payable in shares of its capital stock
(including Common Stock), (ii) subdivide the outstanding Common Stock into a
larger number of shares of Common Stock, (iii) combine the outstanding Common
Stock into a smaller number of shares of its Common Stock, or (iv) issue any
shares of its capital stock in a reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then in each such case, the Purchase
Price in effect at the time of the record date for such dividend or of the
effective date of such subdivision, combination or reclassification, and the
number and kind of shares of capital stock issuable on such date shall be
proportionately adjusted so that the Holder of any Warrant exercised after such
date shall be entitled to receive, upon payment of the same aggregate amount as
would have been payable before such date, the aggregate number and kind of
shares of capital stock which, if such Warrant had been exercised immediately
prior to such date, such Holder would have owned upon such exercise and been
entitled to receive by virtue of such dividend, subdivision, combination or
reclassification. Any such adjustment shall become effective immediately after
the record date of such dividend or the effective date of such subdivision,
combination or reclassification. Such adjustment shall be made successively
whenever any event listed above shall occur. If a dividend is declared and such
dividend is not paid, the Purchase Price shall again be adjusted to be the
Purchase Price in effect immediately prior to such record date (giving effect to
all adjustments that otherwise would be required to be made pursuant to this
Section 3 from and after such record date).

                  (b) ISSUANCE OF RIGHTS TO PURCHASE COMMON STOCK BELOW CURRENT
MARKET PRICE OR DILUTION PRICE. If the Company shall, at any time or from time
to time, fix a record date for the issuance of rights, options or warrants to
all holders of Common Stock entitling them to subscribe for or purchase Common
Stock, or securities convertible into Common Stock at a price per share of
Common Stock or having a conversion price per share of Common Stock if a
security is convertible into Common Stock (determined in either such case by
dividing (x) the total consideration payable to the Company upon exercise,
conversion or exchange of such rights, options, warrants or other securities
convertible into Common Stock by (y) the total number of shares of Common Stock
covered by such rights, options, warrants or other securities convertible into
Common Stock) which is lower than either the Current Market Price per share of
Common Stock on such record date (or, if an ex-dividend date has been
established for such record date, on the day next preceding such ex-dividend
date) or the Dilution Price, THEN, the Purchase Price shall be reduced to the
price determined by multiplying the Purchase Price in effect immediately prior
to such record date by a fraction, the numerator of which shall be the sum of
the number of shares of Common Stock outstanding on such record date plus the
number of additional shares of Common Stock which the aggregate offering price
of the total number of shares of Common Stock so to be offered (or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at the Applicable Price and the denominator of which shall be the
number of shares of Common Stock outstanding on such record date plus the number
of additional shares of Common Stock to be offered for subscription or purchase
(or into which the convertible securities so to be offered are initially
convertible). In case such price for subscription or purchase may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be determined


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in good faith by the Board of Directors of the Company. Any such adjustment
shall become effective immediately after the record date for such rights or
warrants. Such adjustment shall be made successively whenever such a record date
is fixed. If such rights, options or warrants are not so issued, the Purchase
Price shall be adjusted to the Purchase Price that otherwise would be in effect
but for the fact such record date was fixed (giving effect to all adjustments
that otherwise would be required to be made pursuant to this Section 3 from and
after such record date).

                  (c) CERTAIN DISTRIBUTIONS. If the Company shall, at any time
or from time to time, fix a record date for the distribution to all holders of
Common Stock (including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing corporation) of
evidences of indebtedness, assets or other property (other than regularly
scheduled cash dividends or cash distributions payable out of consolidated
earnings or earned surplus or dividends payable in capital stock for which
adjustment is made under Subsection 3(a)) or subscription rights, options or
warrants (excluding those referred to in Subsection 3(b)), THEN the Purchase
Price shall be reduced to the price determined by multiplying the Purchase Price
in effect immediately prior to such record date by a fraction (which shall in no
event be less than zero), the numerator of which shall be the Current Market
Price per share of Common Stock on such record date (or, if an ex-dividend date
has been established for such record date, on the next day preceding such
ex-dividend date), less the fair market value (as determined in good faith by
the Board of Directors of the Company) of the portion of the assets, evidences
of indebtedness, other property, subscription rights or warrants so to be
distributed applicable to one share of Common Stock and the denominator of which
shall be such Current Market Price per share of Common Stock. Any such
adjustment shall become effective immediately after the record date for such
distribution. Such adjustments shall be made successively whenever such a record
date is fixed. In the event that such distribution is not so made, the Purchase
Price shall be adjusted to the Purchase Price in effect immediately prior to
such record date (giving effect to all adjustments that otherwise would be
required to be made pursuant to this Section 3 from and after such record date).

                  (d) ISSUANCE OF COMMON STOCK BELOW CURRENT MARKET PRICE OR
DILUTION PRICE.

                           (i) If the Company shall, at any time and from time
to time, after the date hereof, directly or indirectly, sell or issue shares of
Common Stock (regardless of whether originally issued or from the Company's
treasury), or rights, options, warrants or convertible or exchangeable
securities containing the right to subscribe for or purchase shares of Common
Stock) at a price per share of Common Stock (determined, in the case of rights,
options, warrants or convertible or exchangeable securities, by dividing (x) the
total consideration received or receivable by the Company in consideration of
the sale or issuance of such rights, options, warrants or convertible or
exchangeable securities, plus the total consideration payable to the Company
upon exercise or conversion or exchange thereof, by (y) the total number of
shares of Common Stock covered by such rights, options, warrants or convertible
or exchangeable securities) which is lower than either the Current Market Price
per share of Common Stock or the Dilution Price immediately prior to such sale
or issuance, then, subject to clause 3(d)(ii), the Purchase Price shall be
reduced to a price determined by multiplying the Purchase Price in effect
immediately prior thereto by a fraction, the numerator of which shall be the sum
of the number of shares of Common Stock outstanding


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immediately prior to such sale or issuance plus the number of shares of Common
Stock which the aggregate consideration received (determined as provided below)
for such sale or issuance would purchase at the Applicable Price and the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such sale or issuance. Such adjustment shall be
made successively whenever such sale or issuance is made. For the purposes of
such adjustments, the shares of Common Stock which the holder of any such
rights, options, warrants, or convertible or exchangeable securities shall be
entitled to subscribe for or purchase shall be deemed to be issued and
outstanding as of the date of such sale or issuance and the consideration
"received" by the Company therefor shall be deemed to be the consideration
actually received or receivable by the Company (plus any underwriting discounts
or commissions in connection therewith) for such rights, options, warrants or
convertible or exchangeable securities, plus the consideration stated in such
rights, options, warrants or convertible or exchangeable securities to be
payable to the Company for the shares of Common Stock covered thereby. If the
Company shall sell or issue shares of Common Stock for a consideration
consisting, in whole or in part, of property other than cash or its equivalent,
then in determining the "price per share of Common Stock" and the
"consideration" received or receivable by or payable to the Company for purposes
of the first sentence and the immediately preceding sentence of this Subsection
3(d), the fair value of such property shall be determined in good faith by the
Board of Directors of the Company. The determination of whether any adjustment
is required under this Subsection 3(d) by reason of the sale and issuance of
rights, options, warrants or convertible or exchangeable securities and the
amount of such adjustment, if any, shall be made only at the time of such
issuance or sale and not at the subsequent time of issuance of shares of Common
Stock upon the exercise of such rights to subscribe or purchase.

                           (ii) No adjustment shall be made to the Purchase
Price pursuant to clause 3(d)(i) in connection with the issuance of (A) shares
issued in any of the transactions described in Subsections 3(a), (b) and (c)
hereof; or (B) shares issued upon exercise of this Warrant.

                           (iii) Notwithstanding any provision in Section 3 to
the contrary and without limitation to any other provision contained in Section
3, in the event any securities of the Company (other than this Warrant),
including, without limitation, those securities set forth as exceptions in
Subsection 3(d)(ii) (for purposes of this Subsection, collectively, the "SUBJECT
SECURITIES"), are amended or otherwise modified by operation of its terms or
otherwise (including, without limitation, by operation of such Subject
Securities' anti-dilution provisions) in any manner whatsoever that results in
(i) the reduction of the exercise, conversion or exchange price of such Subject
Securities payable upon the exercise for, or conversion or exchange into, Common
Stock or other securities exercisable for, or convertible or exchangeable into,
Common Stock and/or (ii) such Subject Securities becoming exercisable for, or
convertible or exchangeable into (A) more shares or dollar amount of such
Subject Securities which are, in turn exercisable for, or convertible or
exchangeable into, Common Stock, or (B) more shares of Common Stock, THEN such
amendment or modification shall be treated for purposes of Section 3 as if the
Subject Securities which have been amended or modified have been terminated and
new securities have been issued with the amended or modified terms. The Company
shall make all necessary adjustments (including successive adjustments if
required) to the Purchase Price in accordance with Section 3, but in no event
shall the Purchase Price be greater than it was immediately prior to the
application of this Subsection to the transaction in question. On the expiration
or termination of any such amended or modified Subject Securities for


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which adjustment has been made pursuant to the operation of the provisions of
this Subsection under Section 3(b) or 3(d), as the case may be, without such
Subject Securities having been exercised, converted or exchanged in full
pursuant to their terms, the adjusted Purchase Price shall be appropriately
readjusted in the manner specified in such Section.

                  (e) ADJUSTMENTS TO OTHER SHARES. In the event that at any
time, as a result of an adjustment made pursuant to Subsection 3(a), the Holder
shall become entitled to receive, upon exercise of this Warrant, any shares of
capital stock of the Company other than shares of Common Stock, the number of
such other shares so receivable upon exercise of this Warrant shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the shares of Common Stock
contained in Subsections 3(a), (b), (c) and (d), inclusive, and the provisions
of Sections 2, 5, 6 and 7 with respect to the shares of Common Stock shall apply
on like terms to any such other shares.

                  (f) ADJUSTMENT OF NUMBER OF SHARES ISSUABLE UPON EXERCISE.
Upon each adjustment of the Purchase Price as a result of the calculations made
in Subsections 3(a), (b), (c) or (d), this Warrant shall thereafter evidence the
right to receive, at the adjusted Purchase Price, that number of shares of
Common Stock (calculated to the nearest one-hundredth) obtained by dividing (x)
the product of the aggregate number of shares of Common Stock covered by this
Warrant immediately prior to such adjustment and the Purchase Price in effect
immediately prior to such adjustment of the Purchase Price by (y) the Purchase
Price in effect immediately after such adjustment of the Purchase Price.

                  (g) REORGANIZATION, RECLASSIFICATION, MERGER AND SALE OF
ASSETS. If there occurs any capital reorganization or any reclassification of
the Common Stock of the Company, the consolidation or merger of the Company with
or into another Person (other than a merger or consolidation of the Company in
which the Company is the continuing corporation and which does not result in any
reclassification or change of outstanding shares of its Common Stock) or the
sale or conveyance of all or substantially all of the assets of the Company to
another Person, THEN the Holder will thereafter be entitled to receive, upon the
exercise of this Warrant in accordance with the terms hereof, the same kind and
amounts of securities (including shares of stock) or other assets, or both,
which were issuable or distributable to the holders of outstanding Common Stock
of the Company upon such reorganization, reclassification, consolidation,
merger, sale or conveyance, in respect of that number of shares of Common Stock
then deliverable upon the exercise of this Warrant as if this Warrant had been
exercised immediately prior to such reorganization, reclassification,
consolidation, merger, sale or conveyance; and, in any such case, appropriate
adjustments (as determined in good faith by the Board of Directors of the
Company) shall be made to assure that the provisions hereof (including
provisions with respect to changes in, and other adjustments of, the Purchase
Price) shall thereafter be applicable, as nearly as reasonably may be
practicable, in relation to any securities or other assets thereafter
deliverable upon exercise of this Warrant.

         4. CERTIFICATE AS TO ADJUSTMENTS. Whenever the number of shares of
Common Stock issuable, or the securities or other property deliverable, upon the
exercise of this Warrant shall be adjusted pursuant to the provisions hereof,
the Company shall promptly give written notice thereof


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to the Holder, in accordance with Section 13, in the form of a certificate
signed by the Chairman of the Board, President or one of the Vice Presidents of
the Company, and by the Chief Financial Officer, Treasurer or one of the
Assistant Treasurers of the Company, stating the adjusted number of shares of
Common Stock issuable, or the securities or other property deliverable, upon
exercise of the Warrant and setting forth in reasonable detail the method of
calculation and the facts requiring such adjustment and upon which such
calculation is based. Each adjustment shall remain in effect until a subsequent
adjustment is required.

         5. FRACTIONAL SHARES. Notwithstanding an adjustment of this Warrant to
the contrary, the Company shall not be required to issue fractions of shares
upon exercise of this Warrant or to distribute certificates which evidence
fractional shares. In lieu of fractional shares, the Company may make payment to
the Holder, at the time of exercise of this Warrant as herein provided, of an
amount in cash equal to such fraction multiplied by the greater of the Current
Market Price of a share of Common Stock on the Exercise Date and the Dilution
Price.

         6. NOTICE OF PROPOSED ACTIONS. In case the Company shall propose at any
time or from time to time (a) to declare or pay any dividend payable in stock of
any class to the holders of Common Stock or to make any other distribution to
the holders of Common Stock (other than a regularly scheduled cash dividend),
(b) to offer to the holders of Common Stock rights or warrants to subscribe for
or to purchase any additional shares of Common Stock or shares of stock of any
class or any other securities, rights or options, (c) to effect any
reclassification of its Common Stock, (d) to effect any consolidation, merger or
sale, transfer or other disposition of all or substantially all of the property,
assets or business of the Company which would, if consummated, adjust the
Purchase Price or the securities issuable upon exercise of the Warrants, (e) to
effect the liquidation, dissolution or winding up of the Company, or (f) to take
any other action that would require a vote of the Company's stockholders, then,
in each such case, the Company shall give to the Holder, in accordance with
Section 13, a written notice of such proposed action, which shall specify (i)
the record date for the purposes of such stock dividend, distribution of rights
or warrants or vote of the stockholders of the Company, or if a record is not to
be taken, the date as of which the holders of shares of Common Stock of record
to be entitled to such dividend, distribution of rights or warrants, or vote is
to be determined, or (ii) the date on which such reclassification,
consolidation, merger, sale, transfer, disposition, liquidation, dissolution or
winding up is expected to become effective, and such notice shall be so given as
promptly as possible but in any event at least ten (10) Business Days prior to
the applicable record, determination or effective date specified in such notice.

         7. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
dilution or other impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of stock
receivable on the exercise of this Warrant above the amount payable therefor on
such exercise, (b) will at all times reserve and keep available the maximum
number of its authorized shares of Common Stock, free from all preemptive rights
therein, which will be sufficient to permit the full


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exercise of this Warrant, and (c) will take all such action as may be necessary
or appropriate in order that all shares of Common Stock as may be issued
pursuant to the exercise of this Warrant will, upon issuance, be duly and
validly issued, fully paid and nonassessable, and free from all taxes, liens and
charges with respect to the issue thereof.

         8. REPLACEMENT OF WARRANTS. On receipt by the Company of an affidavit
of an authorized representative of the Holder stating the circumstances of the
loss, theft, destruction or mutilation of this Warrant (and in the case of any
such mutilation, on surrender and cancellation of such Warrant), the Company at
its expense will promptly execute and deliver, in lieu thereof, a new Warrant of
like tenor which shall be exercisable for a like number of shares of Common
Stock. If required by the Company, such Holder must provide an indemnity bond or
other indemnity sufficient in the judgment of the Company to protect the Company
from any loss which it may suffer if a lost, stolen or destroyed Warrant is
replaced.

         9. RESTRICTIONS ON TRANSFER.

                  (a) The term "HOLDER" as used herein shall also include any
transferee of this Warrant whose name has been recorded by the Company in the
Warrant Register (as hereinafter defined). Each transferee of this Warrant or
the Common Stock issuable upon the exercise hereof acknowledges that this
Warrant or the Common Stock issuable upon the exercise hereof has not been
registered under the Securities Act and may be transferred only pursuant to an
effective registration under the Securities Act or pursuant to an applicable
exemption from the registration requirements of the Securities Act.

                  (b) With respect to a transfer that should occur prior to the
time that the Warrant or the Common Stock issuable upon the exercise thereof is
registered under the Securities Act, such Holder shall request an opinion of
counsel (which shall be rendered by counsel reasonably acceptable to the
Company) that the proposed transfer may be effected without registration or
qualification under any Federal or state securities or blue sky law. Counsel
shall, as promptly as practicable, notify the Company and the Holder of such
opinion and of the terms and conditions, if any, to be observed in such
transfer, whereupon the Holder shall be entitled to transfer this Warrant or
such shares of Common Stock (or portion thereof), subject to any other
provisions and limitations of this Warrant. In the event this Warrant shall be
exercised as an incident to such transfer, such exercise shall relate back and
for all purposes of this Warrant be deemed to have occurred as of the date of
such notice regardless of delays incurred by reason of the provisions of this
Section 9 which may result in the actual exercise on any later date.

                  (c) The Company shall maintain a register (the "WARRANT
REGISTER") in its principal office for the purpose of registering the Warrant
and any transfer thereof, which register shall reflect and identify, at all
times, the ownership of any interest in the Warrant. Upon the issuance of this
Warrant, the Company shall record the name of the initial purchaser of this
Warrant in the Warrant Register as the first Holder. Upon surrender for
registration of transfer or exchange of this Warrant together with a properly
executed Form of Assignment attached hereto as EXHIBIT B at the principal office
of the Company, the Company shall, at its expense, execute and deliver one or
more


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new Warrants of like tenor which shall be exercisable in the aggregate for the
Total Percentage of Warrant Shares, registered in the name of the Holder or a
transferee or transferees.

                  This Warrant may be transferred or assigned, in whole or in
part, by the Holder at any time without the consent of the Company.

         10. NO RIGHTS OR LIABILITY AS A STOCKHOLDER. This Warrant does not
entitle the Holder hereof to any voting rights or other rights as a stockholder
of the Company. No provisions hereof, in the absence of affirmative action by
the Holder hereof to purchase Common Stock, and no enumeration herein of the
rights or privileges of the Holder shall give rise to any liability of such
Holder as a stockholder of the Company.

         11. CHARGES, TAXES AND EXPENSES. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the Holder hereof for any issue or transfer tax, or other incidental expense, in
respect of the issuance or delivery of such certificates or the securities
represented thereby, all of which taxes and expenses shall be paid by the
Company.

         12. AMENDMENT OR WAIVER. This Warrant and any term hereof may be
amended, waived, discharged or terminated only by and with the written consent
of the Company and the Holder.

         13. NOTICES. Any notice or other communication (or delivery) required
or permitted hereunder shall be made in writing and shall be by registered mail,
return receipt requested, telecopier, courier service or personal delivery to
the Company at its principal office as specified in Section 11.2 of the Purchase
Agreement and to the Holder at its address as it appears in the Warrant
Register. All such notices and communications (and deliveries) shall be deemed
to have been duly given: when delivered by hand, if personally delivered; when
delivered by courier, if delivered by commercial overnight courier service; five
(5) Business Days after being deposited in the mail, postage prepaid, if mailed;
and when receipt is acknowledged, if telecopied.

         14. CERTAIN REMEDIES. The Holder shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Warrant and to enforce
specifically the terms and provisions of this Warrant in any court of the United
States or any state thereof having jurisdiction, this being in addition to any
other remedy to which such Holder may be entitled at law or in equity.

         15. GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
principles of conflicts of law of such State.

         16. HEADINGS. The headings in this Warrant are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.


                                       INTEGRATED DEFENSE TECHNOLOGIES, INC.


                                       By: /s/ Robert B. McKeon
                                           -------------------------------------
                                           Name:  Robert B. McKeon
                                           Title: President


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