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                                                                    Exhibit 10.5

[LOGO] AEROSONIC CORPORATION

                              CONSULTING AGREEMENT

          This Consulting Agreement ("this Agreement") is made this 20th day of
May 2003 by and between Aerosonic Corporation, a Delaware corporation (the
"Company"), and J. Mervyn Nabors (the "Consultant") residing at 271 Bayside Dr.
Clearwater, FL 33767.

          WHEREAS, the Company wishes to engage the services of the Consultant
as an independent contractor, and Consultant wishes to be engaged by the Company
as such, all on the terms and conditions hereinafter set forth.

NOW, THEREFORE, for these and other valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Consultant
hereby agree as follows:

     1.   Duration of Agreement. This Agreement between the Company and the
          Consultant shall commence on the date first above written and shall be
          for a period of one year from such date, unless earlier terminated
          pursuant to the provisions of Section 6 hereof. Upon mutual consent,
          this Agreement may be extended at the end of the original term for a
          period of one year.

     2.   Duties of Consultant. The Consultant shall serve the Company well and
          faithfully and shall, at all times, use his best efforts to promote
          the interest of the Company and it subsidiaries. The Consultant shall
          comply with all lawful requests and directions given to him by the
          President of the Company (the "President") and shall supply the
          President with such information and reports as the President may from
          time to time reasonably request. All duties of and undertakings by the
          Consultant shall be as specifically assigned by the President.

     3.   Confidential Information. The Consultant shall not disclose the
          confidential information made available to him pursuant to this
          Agreement or in his prior relationship with the Company or any
          subsidiary or affiliate of the Company, to any person other than such
          persons as the Company's Board of Directors or the President may
          direct or for the Company's purposes. The Consultant shall not use for
          his own purpose or for any purposes other than those of the Company,
          its subsidiaries or affiliates any information of a confidential
          nature in relation to the business of the Company or any subsidiary or
          affiliate that the Company may have or may acquire.

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[LOGO] AEROSONIC CORPORATION

     4.   Compensation of Consultant. During the term of the Agreement provided
          for herein, the Consultant shall be paid a fee of $120,000 per year
          plus a car allowance of $18,000 per year, both of which will be paid
          on a bi-weekly basis.

     5.   Benefits. During the term of this Agreement, the Consultant shall be
          entitled to participate in and shall receive such health insurance and
          retirement benefits from the Company as are afforded to employees of
          Company (notwithstanding that Consultant is an independent
          contractor), subject to benefit plan restrictions and Company policy
          as it may be in effect from time to time.

     6.   Termination of Agreement. This Agreement shall terminate upon the
          death of the Consultant and may be terminated by the Company at its
          option, by notice in writing to the Consultant prior to said
          termination, upon the occurrence of any of the following events:

               (a)  The material breach by the Consultant of any provision of
                    this Agreement, which breach (if capable of being cured) has
                    not been cured within fifteen (15) days of notice of such
                    breach;

               (b)  A determination by the Board of Directors that the
                    Consultant has committed willful or reckless misconduct,
                    failed to follow Company policy or a direction from
                    Management, or committed a material breach of a generally
                    accepted industry standard since the inception of this
                    agreement; or

               (c)  A determination by the Board of Directors that the
                    Consultant should be discharged for any other reason, with
                    or without cause.

          Upon termination of the Consultants engagement under this Agreement,
          neither the Company nor the Consultant shall have any further duties
          or obligations hereunder, except that the Consultant shall continue to
          be bound in all respects by his obligations concerning confidential
          information pursuant to Section 3 hereof and his obligations under
          Section 7 hereof, and except as specified in the last sentence of this
          Section. The obligations of the Consultant under Section 7 hereof
          shall continue for a period of three (3) years from the date of any
          form of termination of this Agreement. In the event of a termination
          of this Agreement pursuant to Section 6(c) hereof, the Company shall
          during the remainder of the one year term specified in Section 1
          hereof, continue to pay the Consultant's fee pursuant to Section 4
          hereof and provide the Consultant with the benefits provided for
          pursuant to Section 5 hereof so long as the Consultant shall not be
          materially in breach of any provision of this Agreement.

     7.   Non-Competition.

               (a)  The Consultant agrees that from and after the date hereof
                    and ending on the third anniversary of the termination date
                    of the Consultant Agreement

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[LOGO] AEROSONIC CORPORATION

                    hereunder he will not, directly or indirectly, engage in or
                    be concerned with or interested in, advise, lend money to,
                    guarantee the debts or obligations of, or permit his name or
                    any part there of to be used or employed by, any business
                    (whether as a proprietor, partner, joint venturer, employer,
                    agent, employee, consultant, officer, beneficial or record
                    owner [other than as a passive investor owning less than a
                    2% interest in a publicly held Company]) which is
                    competitive in any respect with any of the businesses of the
                    Company and its subsidiaries as conducted as of the date
                    this Agreement, during the performance of this Agreement, or
                    at the date this Agreement is terminated. In the event that
                    this Agreement is assigned to any entity other than a
                    subsidiary of the Company, this non-competition clause shall
                    refer to the businesses of the Company and its subsidiaries
                    and not those of the assignee as of the date of any such
                    assignment.

               (b)  If any of the foregoing provisions relating to the duration,
                    business or geographic scope of this covenant shall be held
                    to be more restrictive than permitted by the law of the
                    jurisdiction in which the Company seeks enforcement thereof
                    by the final determination of a court of competent
                    jurisdiction, and all appeals therefore shall have failed or
                    the time for such appeals shall have expired, such
                    provision, shall be limited to the extent permitted by law.

               (c)  It is agreed that it would be impossible to fully compensate
                    the Company for damages for breach of the obligations of the
                    Consultant hereunder. Accordingly, the Consultant and the
                    Company specifically agree that the Company and any of its
                    affiliates or successors shall be entitled to temporary and
                    permanent injunctive relief to enforce such obligations and
                    that such relief may be granted without the necessity of
                    proving actual damages.

     8.   Inventions. The Consultant hereby warrants and represents that during
          the course of his prior employment and other relationship with the
          Company and its subsidiaries, he has promptly disclosed in writing to
          the Company and its subsidiaries any and all conceptions and ideas for
          inventions and improvements, relating to the Company and its
          subsidiaries, and the Consultant hereby confirms that he shall
          continue to do so in the performance of this Agreement. Further, the
          Consultant hereby assigns and agrees to assign all of his interests in
          any such inventions and proprietary rights, royalty-free, to the
          Company or its nominee. Whenever requested to do so by the Company,
          the Consultant shall execute and deliver to the Company any and all
          applications, assignments or other instruments to confirm the
          Company's interest in such inventions and proprietary rights. Whenever
          requested to do so by the Company, the Consultant shall execute and
          deliver to the Company any and all applications, assignments and other
          instruments and do such other acts that the Company shall request to
          apply for

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[LOGO] AEROSONIC CORPORATION

     and obtain any patents and copyrights that may relate to the Consultant's
     prior relationship with the Company and his services under this Agreement.

9.   Release of Employment Claims. In consideration of this Agreement, other
     compensation paid by the Company to the Consultant through the date hereof,
     and other good and valuable consideration, the receipt and sufficiency of
     which is hereby acknowledged, the Consultant hereby agrees as follows. The
     Consultant knowingly and voluntarily releases and forever discharges the
     Company and its subsidiaries, officers, directors, agents and other
     representatives (collectively the "Releasees") of and from any and all
     claims that the Consultant has or may have against the Releasees, arising
     out of any employment contract or any employment relationship the
     Consultant has or may have with the Company or any of its subsidiaries. The
     Consultant further warrants, represents and certifies that all employment
     agreements that he has or may have with the Company or any of its
     subsidiaries is hereby terminated and shall have no further force or
     effect.

10.  Governing Law. This Agreement shall be governed by and construed and
     enforced in accordance with the laws of the State of Florida, without
     regard to the principles of conflicts of law thereof.

11.  Entire Agreement. Waiver. This Agreement constitutes the entire agreement
     between the parties relating to the subject matter hereof and there are no
     terms or conditions relating to the subject matter hereof other than those
     contained in this Agreement. No variation hereof shall be deemed valid
     unless in writing and signed by the parties hereto and no discharge of the
     terms hereof shall be deemed valid unless by full performance by the
     parties hereto or by a writing signed by the parties hereto. No waiver by
     either party of any provision or condition of this Agreement to be
     performed by the Consultant or the Company shall be deemed a waiver of
     similar or dissimilar provisions or conditions at the time or at any prior
     or subsequent time. It is agreed that this Agreement supersedes and
     nullifies all previous employment agreements and employment arrangements
     between the parties.

12.  Severability. Each provision of this Agreement is intended to be severable
     from the others so that if any provision or term hereof is determined to be
     illegal or invalid form any reason whatsoever, such illegality or
     invalidity shall not be affect the validity of the remaining provisions and
     terms hereof.

13.  Assignment. This Agreement may not be assigned without prior written
     consent of the parties hereto, except that the Company many assign this
     Agreement: (i) to any of the Company's divisions, subsidiaries or
     affiliates without the Consultant's consent, or (ii) upon the Consultant's
     prior consent, which consent shall not be unreasonably withheld, to any
     assignees, licensees or purchaser of the assets of the Company.

14.  Notices. Any notice or other communication given or rendered hereunder by
     either party hereto shall be in writing and delivered personally or sent by
     registered or

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[LOGO] AEROSONIC CORPORATION

     citified mail, postage prepaid, if to the Company, addressed to the Company
     at 1212 N. Hercules Avenue, Clearwater, FL 33765, Attention: David A.
     Baldini or his designee, and if to the Consultant, addressed to the
     Consultant at his residence address as set forth above.

15.  Captions. The paragraph captions are inserted only as a matter of
     convenience and reference and in no way define, limit or describe the scope
     of this Agreement or the intent of any provision hereof.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the date first above written.

                                             "the Consultant":


                                        /s/ J.Mervyn Nabors
                                        ----------------------------------------
                                        J. Mervyn Nabors

                                             the "Company":

                                        Aerosonic Corporation


                                        By: /s/ David A. Baldini
                                            ------------------------------------
                                            David A. Baldini, President

                                [SEAL]             Yvonne Elliott
                                         Notary Public -  State of Florida
                                        My Commission Expires OCT 18, 2005
                                               Commission  DD050648
                                          Bonded By National Notary Assn.


                                                /s/ Yvonne Elliott