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                                                                   Exhibit 10.16

                                  DEED OF TRUST

          THIS DEED OF TRUST is made as of May 17, 1994, by AVIONICS
SPECIALTIES, INC., a Virginia corporation (the "Grantor") to DAVID F. BELKOWTTZ,
a resident of the City of Richmond, Virginia, and JAMES W. THEOBALD, a resident
of the County of Henrico, Virginia, trustees (collectively the "Trustees"), for
the benefit of BARNETT BANK OF PINELLAS COUNTY, a Florida banking corporation,
whose principal place of business is in Pinellas County, Florida (the "Lender").

RECITALS

          A. On or about the date hereof, Lender has made a loan to Grantor and
AEROSONIC CORPORATION, a Florida corporation ("Aerosonic")(the Grantor and
Aerosonic will be sometimes collectively referred to below as the "Borrower") in
the original principal amount of ONE MILLION ONE HUNDRED THOUSAND AND NO/100
($1,100,000.00) (the "Loan"). The Loan is evidenced by a promissory note made by
Borrower in the amount of the Loan of even date herewith, payable to the order
of Lender (the "Note"). A copy of the Note is attached as Exhibit "A" hereto.

          B. Aerosonic is the owner of all the stock of Grantor. As such,
Aerosonic will derive direct economic benefit from the making of the Loan by
Lender to Borrower.

GRANT IN TRUST

          In consideration of Lender's making the Loan to Borrower and other
good and valuable consideration, the receipt and sufficiency of which are
acknowledged by Grantor, Grantor does hereby grant and convey to Trustees, with
General Warranty of Title, the real estate described on Exhibit "B" attached
hereto and by this reference made a part hereof.

          TOGETHER WITH all and singular the tenements hereditaments and
appurtenances and all structures, buildings and improvements of every kind and
description now or, hereafter on said land, and all heretofore or hereafter
vacated alleys and streets abutting the said land, and all riparian and littoral
rights, easements, rights, rents, royalties, mineral, oil and gas rights and
profits, water, water rights and water stock appurtenant to the said land, all
fixtures, machinery, equipment, building materials, appliances and goods of
every nature whatsoever now or hereafter located in, or on, or used, or intended
to be used in connection with the said land, improvements and appurtenances
including, but not limited to those for the purposes of supplying or
distributing heating, cooking, electricity, gas, water, air and light; and all
elevators and related machinery and equipment, plumbing, bath tubs, water
heaters, sinks and other plumbing fixtures, ranges, stoves, refrigerators,
dishwashers, disposals, washers, dryers, awnings, storm windows, storm doors,
screens, blinds, shades, curtains, carpet, attached floor covering, furniture,
antennae, trees and plants all of which including replacements and additions
thereto, shall be deemed to be and remain a part of the real property covered by
this Deed of Trust.

Return to: David F. Belkowitz, Esq.                  This instrument prepared by
      C/O  Hirschler, Fleischer, Weinberg,                DAVID R. PUNZAK
           Cox & Allen                                Baynard, Harrell, Ostow
           The Federal Reserve Bank Bldg                   & Urich, P.A.
           701 East Byrd Street                            P.O. Box 180
           Richmond, VA 23202-0500                    8L Petersburg, FL. 33731
                                                          (813) 823-5000

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          FURTHER TOGETHER WITH all rents, issues, income, profits and all
acounts receivable generated solely through the use by Grantor or others of the
real or personal property encumbered by this Deed of Trust, including any such
rents, issues, income, profits and all accounts receivable of any business
activity conducted by Grantor on or through the use of such property; and the
proceeds of all of the foregoing.

          All of the above described property and interests will sometimes be
referred to herein as the "Property".

          The Property is conveyed by Grantor to Trustees IN TRUST to secure to
Lender (i) repayment of the Loan, (ii) the performance of the covenants
contained herein, and (iii) the payment of all other sums payable hereunder.

          Grantor hereby covenants and agrees with and warrants to the Lender as
follows (i) that Grantor is the absolute fee simple owner of the Property
excepting items, if any, disclosed in a Lien Affidavit (the "Affidavit")
executed by Grantor and presented to Lender on even date herewith; (ii) that the
Property is and will remain free and clear of all liens and encumbrances
excepting covenants, restrictions, easements and reservations disclosed to
Lender in the Affidavit; (iii) that Grantor has full power and lawful right to
convey the Property; (iv) that no delinquency exists with respect to the payment
of any taxes, assessments, water or sewer charges or other governmental
impositions of any kind levied or assessed on the Property; (v) that it shall be
lawful for the Lender at all times to peacefully enter upon, hold, occupy and
enjoy the Property and every part thereof; (vi) that Grantor will make such
further assurances to protect the fee simple title to the Property in the Lender
as may be reasonably required; and (vii) that Grantor does hereby fully warrant
the title to the Property and will defend the same against the lawful claims of
all persons whomsoever.

          And Grantor does hereby further covenant and agree with and promise to
the Lender as follows:

          1. Payment. Grantor shall strictly and fully comply with all
provisions of this Deed of Trust and of the Note secured hereby and with the
provisions of any other instrument securing the Note. Grantor shall cause
Borrower to promptly pay Lender all sums of money evidenced by the Note as well
as all sums of money required by this Deed of Trust and in any other instrument
securing the Note, on the days, respectively, the same severally become due.

          2. Escrow for Taxes and Insurance. The Lender may require at any time
that escrow payments as to taxes, assessments and insurance be paid to it by the
Grantor, during the term of this Deed of Trust. In such event, the Grantor shall
pay to Lender, to the extent requested by the Lender, on dates upon which
interest is payable or as otherwise directed by the Lender such amounts as
Lender from time to time estimates it necessary create and maintain a reserve
fund from which to pay, before the same become due, all

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Insurance premiums, taxes and governmental assessments relating to the Property
and as additional security for the debt secured by this Deed of Trust. Said
payments may be, at the discretion of the Lender, a monthly sum and amount equal
to one-twelfth (1/12) of the estimated annual insurance premiums and taxes and
assessments upon the Property, as the amount thereof is determined from time to
time by Lender in its sole discretion. In the event such monthly escrow payments
are insufficient to pay for said insurance premiums, taxes and assessments when
due, Lender may demand of Grantor that the amount of such payments be increased
and/or Lender may demand that the difference be paid to it by the Grantor and
Grantor shall immediately comply with such demands. There shall be no interest
due to Grantor on such deposits. Payments from said reserve fund for said
purposes may be made by the Lender at its discretion even though subsequent
owners of the Property described herein may benefit hereby. In the event of any
default under this Deed of Trust which is not cured within the curative period
set forth herein, Lender at its discretion and option may apply all or any part
of said reserve fund to the indebtedness hereby secured. In refunding any part
of said reserve fund, the Lender may deal with whomsoever is represented to be
the owner of the Property at that time.

     3. Taxes. Grantor shall, during the term of this Deed of Trust, pay all
taxes, assessments and encumbrances of every nature that may for any and all
purposes by payable, assessed or imposed on the Property, or any part thereof,
or the income therefrom, and upon this Deed of Trust and the Note, or the money
secured and evidenced thereby, and shall pay them before the delinquency thereof
and receipts evidencing payment of said taxes, assessments, levies and
encumbrances shall be the sole judge of any such tax, assessment, water rent,
claim, lien or encumbrance and of the amount necessary to be paid in
satisfaction thereof. Notwithstanding anything contained in paragraph 2 hereof
or this paragraph 3 to the contrary, Grantor shall have the right to contest any
tax or assessment made on the Property, provided that: (a) Grantor shall notify
Lender in writing prior to thirty (30) days after the taxes are due of the year
that the taxes or assessments are contested (so as to be received, by the Lender
prior to such date) of such contest, specifying the factual and legal basis for
such contest; (b) the contest made by the Grantor is made in good faith and is
diligently and continuously contested so as to resolve the contest in a
reasonable period of time; (c) the amount of taxes or assessments required by
Virginia law to be deposited with the appropriate governmental authority or
agency is deposited with such authority or agency within the period required by
law; and (d) at the same time the difference between the amount of taxes or
assessments imposed and the amount deposited with the governmental authority or
agency under subparagraph (c) next above is deposited in escrow with the Lender
so as to be subject, to the terms of this Deed of Trust, including the
disposition of escrow monies following a default hereunder which is not cured
within the applicable grace period. In the event that all of the above
provisions are not fully and strictly complied with within the period stated and
taxes or assessments are not otherwise paid as required by this paragraph 3,
such shall constitute a default under this Deed of Trust.

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     4. Insurance.

          (a) Grantor shall keep the buildings and other improvements, which are
now, or which hereafter may be erected on the Property, including any personal
property and fixtures described above, constantly insured against loss by fire
with extended coverage in a sum not less than full insurable value so as to
avoid any claim on the part of the insurers for co-insurance, and in addition
shall keep in full force and effect policies of insurance insuring against such
other hazards, casualties, and contingencies as Lender may require, including,
but not limited to, Flood Insurance, Property Damage Insurance and Public
Liability Insurance. All insurance required by Lender hereunder shall be on such
forms, for such periods, and in such amounts as Lender may require with loss
payable to the Lender under a clause acceptable to Lender in its sole discretion
(which shall include a minimum of thirty (30) days advanced notice of
cancellation of such insurances). Grantor shall deliver the policy, or policies,
to the Lender, as additional security, and where renewal policies are necessary
in the performance of this covenant to deliver them at least thirty (30) days
before the expiration of the existing insurance. In the event such policy or
policies are a part of a master policy insuring properties in addition to the
Property, then Grantor may submit to Lender a certified copy of such policy
together with the original loss payable endorsement in lien of the original
policy as set forth above. The right to any return premiums on any insurance
policies covered by this Deed of Trust is hereby assigned to Lender as further
security for the Note secured hereby.

          (b) In the event of loss, Grantor shall give immediate notice by mall
to the Lender; and in the event Grantor shall fail to agree with the insurance
companies involved as to the amount and terms of any loss within ninety (90)
days of the happening of such loss, then the Lender may negotiate with and
settle said loss with such insurance companies and neither the Lender nor the
insurance companies involved shall, upon such settlement being made, be liable
in any manner to the Grantor.

          (c) If Grantor elects to restore by giving Lender notice of such
election within thirty (30) days following such damage occurring, the Lender
shall permit any funds received from insurance policies to be used in restoring
the Property, provided that such proceeds, together with any other funds
available for such purposes, including funds to be made available by Grantor,
are sufficient to restore the casualty. The Lender shall made the insurance
proceeds available to Grantor in an amount corresponding to the progress of the
work performed and based upon amounts certified to Lender by a qualified
licensed architect who is acceptable to Lender. Provided however, Lender may
require that all funds necessary above the insurance proceeds for restoration be
first used, and that any amounts disbursed be solely for in-place and installed
materials and services, and that all contractors, contracts, plans and
specifications and the concept for restoration be first approved in writing by
Lender. Provided further however, that if Grantor is in default under this Deed
of Trust or if Grantor does not elect to restore the premises within the period
provided or if there are insufficient funds for restoration as aforesaid, then
notwithstanding anything contained in this paragraph to the contrary. Lender
shall have

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the right to apply the Insurance proceeds to reduce the balance of the Loan. Any
Insurance proceeds payable to Lender hereunder shall be retained by Lender in an
interest bearing money market account pledged by Grantor to Lender.

     5.   Condemnation.

          (a) In the event Grantor is served with process or otherwise notified
of a condemnation action or any other action which involves a taking of the
Property or any part thereof, the Grantor shall notify the Lender in writing of
such within five (5) days from the date of service of process or such other
notification (so as to be received by the Lender within said period). In the
event Grantor fails to promptly, diligently, continuously and completely pursue
the condemnation action to completion, the Grantor authorizes Lender as
attorney-in-fact for Grantor to, at Lender's option, commence, appear in and
prosecute, in Lender's or Grantor's name, any action or proceeding relating to
such taking of the Property and to settle or compromise any claim in connection
with such condemnation or taking. The proceeds of any award or claim for
damages, direct or consequential, in connection with any condemnation or other
taking of the Property, or any part thereof, or for conveyance in lieu of
condemnation, are hereby assigned and shall be paid to Lender. Lender shall not
be held responsible for any failure to collect any award or awards, regardless
of the cause of such failure.

          (b) In the event all or a substantial portion of the Property is
condemned (and as to a substantial portion, with the remaining portion not being
capable of being restored to its original functioning entity, then any such
award or awards recieved by the Lender may, at its option, be used in restoring
the Property on terms and conditions acceptable to and prescribed by the Lender
(and in which event the funds shall be retained in an interest bearing money
market account pledged by Grantor to Lender), or be applied as a credit on any
portion of the indebtedness or sums accured hereby, whether then matured or
subsequently to mature (provided that such does not exceed the amount necessary
to pay in full all indebtedness secured by this Deed of Trust and all other
instruments securing the Note). Any excess condemnation award that remains
following either restoration of the Property or payment of the Loan in full
under this subsection (b) or subsection (c) below shall be released to the
Grantor, except as provided in subsection (c) below.

          (c) In the event only a portion of the Property, is condemned with the
remaining portion being capable of being reasonably restored to its original
functioning operating entity, and provided this Deed of Trust is not otherwise
in default beyond the applicable curative period set forth herein, then, if
Grantor elects to restore by giving written notice to Lender of such election
within ninety (90) days of the entry of the final judgement of condemnation in
such proceedings, Lender shall permit the condemnation award to be used in
restoring the Property as aforesaid, provided that such award, together with any
other funds available for such purpose, including funds to be made available by
Grantor, are sufficient to fully restore the Property. In the event Grantor so
elects to restore, the

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Lender shall make the condemnation award available to Grantor in an amount
corresponding to the progress of the work performed and based upon amounts
certified to Lender by a qualified licensed architect who is acceptable to
Lender. Provided, however, Lender may require that all funds necessary above the
condemnation award for restoration be first used, that any amount disbursed be
solely for in-place and installed materials and services, and that all
contractors, contracts, plans and specifications as well as the concept for
restoration are first reasonably approved in writing by Lender. Any portion of
the condemnation award not used as set forth in this subparagraph (c) shall be
applied in the manner set forth in subparagraph (a) next above.

     6. Use and Alteration of Property. Unless required by applicable law or
unless Lender has otherwise agreed in writing, Grantor shall not allow changes
in the nature of the occupancy for which the Property was intended at the time
this Deed of Trust was executed.

     7. Surface Alteration and Mineral Rights. Grantor shall not consent to,
permit or Indulge in any entry, either by itself or by any others, upon the
surface of the property for the purpose of exploration, drilling, prospecting,
mining, excavation or removal of any earth, sand, dirt, rock, minerals, oil or
any other substance without the Lender's approval and written consent.

     8. Waste and Mechanic's Lien. Grantor shall keep the Property, and all
equipment, appurtenances and accessories thereto constantly in good order and
repair, shall comply with all laws, ordinances, and regulations now or hereafter
affecting the Property or any part thereof; and shall not permit, suffer or
commit any waste, impairment or deterioration of said Property, or any part
thereof. Grantor shall cause any mechanic's lien or materialman's lien which may
be filed against the Property to be released of record within fourteen (14) days
following the filing thereof by payment or bonding with the Circuit Court in
which the Property is located.

     9. Protection of Lender's Security. Grantor shall execute and/or cause to
be executed such further assurances of title to the Property, and to take and
cause to be taken, such steps, including legal proceedings as may at any time
appear to the Lender to be desirable to perfect the title to the Property in the
Trustees. Upon a failure or default in or breach of performance of any of the
covenants and agreements contained herein, in any particular, the Lender may,
without notice to the Grantor, pay all taxes, assessments, and public charges,
and/or take such steps as may be necessary to secure or redeem the Property from
forfeiture or sale, and/or effect or renew any insurance, and/or make such
repairs as may be necessary to keep the property, equipment, appurtenances and
accessories in good order and repair and/or take or cause to be taken, such
steps, including legal proceedings, as may be desirable to prevent the
commission of waste, impairment or deterioration of the Property, or any part
thereof, or to perfect the title to the Property in the Trustees, and/or to
perform any other acts or expend such other sums deemed necessary by Lender to
protect its security for the repayment of the Note, and all sums

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expended in the doing of or on account of the same, shall be a part of the debt
secured by this Deed of Trust, and shall be secured as fully as the principal
debt and interest is secured, and shall bear interest at the highest rate
permitted by law (the "Default Rate") from the date of the expenditure thereof
and shall together with the interest thereon, be repaid by the Grantor before
the expiration of a period of thirty (30) days thereafter. But there is no
obligation upon the Lender to make such payments or take such steps, nor shall
any act of the lender or any failure to act under the powers granted by this
paragraph 9, nor any lapse of time, be construed as the waiver of any breach of
the covenants and agreements contained herein.

     10. Civil Proceedings. If any action or proceeding is commenced (except an
action to foreclosure this Deed of Trust or to collect the debt secured hereby),
to which action or proceeding the Lender is or become a part or in which it
becomes necessary to defend or uphold the lien of this Deed of Trust (including
to protect its interests in any condemnation proceedings), all sums paid by the
Lender for the expense of any litigation (including resonable attorneys' fees
and appellate counsel fees, if any) to prosecute or defend the rights and lien
created by this Deed of Trust shall on notice and demand be paid by the Grantor,
together with interest thereon at the Default Rate and shall be a lien on the
Property, prior to any right or title to, interest in or claim upon the Property
subordinate to the lien of this Deed of Trust, and shall be deemed to be secured
by this Deed of Trust.

     11. Payments Received. Any payment made in accordance with the terms of
this Deed of Trust by any person at any time liable for the payment of the whole
or any part of the sums now or hereafter secured by this Deed of Trust, or by
any subsequent owner of the Property, or by any other person whose interest in
the Property might be prejudiced in the event of a failure to make such payment,
or by any stockholder, officer or director of a corporation or by any partner of
a partnership or beneficiary of a trust which at any time may be liable for such
payment or may own or have such an interest in the Property, shall be deemed, as
between the Lender and all persons who at any time may be liable as aforesaid or
may own the Property, or any part thereof, to have been made on behalf of all
such persons.

     12. Inspections and Management. Grantor agrees that Lender and any person
authorized by the Lender shall have the privilege of making inspections of the
Property at reasonable times until the Loan has been paid in full.

     13. Financial Information. The requirement of Grantor to provide to Lender
certain financial information and documentation concerning the Property and the
Grantor that are specified in a Loan Agreement being executed by Lender and
Grantor on or about the date hereof are incorporate in this Deed of Trust by
this reference.

     14. Security Agreement. To further secure payment of the Note and the
performance by Grantor of its obligations under the Deed of Trust, Granter
hereby grants

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to Lender a security interest in and to all of Grantor's right, title and
interest in all goods, documents, equipment, fixtures, instruments, contract
rights, accounts, general intangibles, inventory and chattel paper, each of
which shall have the meaning set forth in the Uniform Commercial Code as adopted
in the Commonwealth of Virginia (the "Code"), now or hereafter owned by Grantor,
as well as all products, proceeds and conversions hereof, including, without
limitation, the property described below, which is located at, a part of, used
in connection with, or otherwise relating solely to the Property: (i) all
tangible personal property owned by Grantor now or at any time hereafter located
on or at the Property; (ii) all rents, royalties, issues, income revenues and
profits from time to time accruing from the Property; (iii) all architectural
and engineering plans and similar material relating to the Property; (iv) all
contracts for the sale of all or any portion of the Property, and all earnest
money deposits given at any time under any such contract; (v) all claims and
demands with respect to the proceeds and refunds of premiums on insurance in
effect with respect thereto, which Grantor now has or may hereafter acquire in
or with respect to the Property; and (vi) all funds of Grantor held by or on
deposit with Lender (all of which is collectively referred to as the "Personal
Property"). This Deed of Trust shall be a security agreement between Grantor and
Lender encumbering the Personal Property. As to the Personal Property, Grantor
shall have, in addition to the remedies hereinafter set forth in this Deed of
Trust, all of the rights and remedies of a secured party under the Code. The
recordation of this Deed of Trust shall also constitute a fixture filing in
accordance with the provision of the Code. Grantor agrees to execute and cause
to be filed in the appropriate jurisdiction financing statements and
continuation statements meeting the requirements of the Code to perfect the
security interests hereby granted.

     15. Assignment of Rents. Grantor assigns and sets over to Lender an
additional security for the Note, all leases and licenses of, and all rents,
profits and income accruing from the Property, both present and prospective, and
grantor irrevocably appoints Lender as its attorney in fact (which power is
coupled with an interest and shall not terminate upon disability of the
principal) to collect the rents, profits and income and apply the same, less
expenses of collection, to the payment of the sums secured hereby, in such
manner as Lender may elect. The foregoing assignment is present and
unconditional; however, until the occurrence of a default, Grantor shall have a
license to continue to collect and apply the rents to Grantor's use without
accountability to Noteholder. Upon any default hereunder, such license shall
terminate automatically. In addition, upon any default, Lender is authorized to
lease the Property in the name of Grantor, either directly or through an agent
appointed by it for that purpose, and may apply rents received from same, first
to the expenses incurred in leasing the Property, including reasonable
compensation to the agent. All tenants of the Property are authorized to pay all
rent and other sums due Grantor pursuant to the applicable lease to Lender upon
demand therefore from Lender. The remedies granted by this paragraph are in
addition to the other remedies herein provided, and their exercise shall not
prevent a simultaneous or subsequent exercise of any other remedy herein
provided.

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     16. Transfer of Property. If all or any part of the Property or any
interest therein is sold or transferred by Grantor or any subsequent owner of
the Property) without Lender's prior written consent, Lender may, at Lender's
option, and without notice to Grantor, declare all sums secured by this Deed of
Trust to be immediately due and payable Lender shall have waived such option to
accelerate if, prior to the sale or transfer, Lender and the person to whom the
Property is to be sold or transferred reach agreement in writing that the credit
and other factors required by Lender (including, without limitation, experience,
principle location of person and past credit performance) is satisfactory to
Lender in its sole discretion and that the interest payable on the sum secured
by this Deed of Trust shall be at such rate as Lender shall request in its sole
discretion, and at closing such person shall assume in writing the indebtedness
secured hereby and the obligations set forth herein, and execute such other
documents that Lender may reasonably require.

     Accordingly, NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL OR
THE TERMS HEREOF BEING MODIFIED IN THE EVENT OF SALE OR CONVEYANCE OF THE
PROPERTY CONVEYED.

     17. Other Limitations. In addition to the limitations set forth in
paragraph 16 hereof, Grantor agrees that the following events shall not occur on
or after the day and year first above written without the prior written consent
of Lender: (a) transfer of beneficial interests in Grantor or any subsequent
owner of the property, (if Grantor, or such subsequent owner, is not a natural
person or persons but is a corporation, partnership, trust or other legal
entity) by Grantor or any subsequent owner of the Property); (b) encumbering of
all or any part of the Property except in favor of Lender; (c) conversion of the
Property into a congregate form of ownership; (d) sales or leases of interval
ownership or time sharing of all or any part of the Property; (e) conversion of
the Property into condominium form of ownership; (f) the Grantor is disqualified
to do business in the State of Virginia; or (g) the use or operation of the
Property in existence on the date of this Deed of Trust, or the business engaged
in by Borrower on the date of this Deed of Trust is changed, discontinued or
terminated. If any of such events do occur, such shall be deemed a default under
this Deed of Trust, and the Lender or holder shall have the right to accelerate
the maturity of the Loan as though it were due and payable on the day of such
default and to demand payment in full of the Note or any unpaid balance thereof,
and to exercise all rights and remedies herein or by law reserved to the Lender
the same as in any event of default hereunder, anything contained in the Note
secured hereby or herein to the contrary notwithstanding. There shall be no
requirement of any curative period for curing such event of default under this
paragraph 17 or under paragraph 16 hereof. The Grantor acknowledges that the
Loan secured hereby is a commercial loan and that Lender is making the Loan to
Borrower not only on the basis of the collateral conveyed by this Deed of Trust
but likewise on the basis of the Grantor owning all of the Property during the
term of the Loan. Accordingly, Grantor agrees that limitations contained in this
paragraph 17, and in paragraph 16 hereof shall be strictly construed against the
Grantor and in favor of Lender. Any default under any of such limitations shall
be non-rebuttable and conclusively presumed to jeopardize the security and
collateral of Lender for the Loan, as

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same is defined and construed under Virginia appellate decisions as may exist
from time to time (but without any expressed or implied consent or waiver that
state law rather than federal law shall be applicable in the construction and
application of the foregoing provisions). At the option and in the sole
discretion of Lender, Federal regulatory or statutory law as affects "due on
sale" or due on encumbrance" clauses when a federal savings and loan association
is the lender shall apply and control, rather than Virginia law, irrespective of
any other provision contained in this Deed of Trust to the contrary.

     18. Indemnification. Grantor shall, imdemnify, defend and hold Trustees and
Lender harmless from and against all liabilities, obligations, claims, damages,
penalties, causes of action, costs and expenses (including without limitation,
reasonable attorneys' fees and expenses(imposed upon or incurred by or asserted
against Trustees or Lender by reason of (i) any failure on the part of Grantor
to perform or comply with any of the covenants or conditions of this Deed of
Trust; (ii) any statement or warranty made by Grantor or Borrower in this Deed
of Trust, the Documents or in any other submission made heretofore or hereafter
with respect to the Loan, the Property or the financial business or other
condition of the Grantor or Borrower being materially untrue when made; (iii)
the performance of any labor or services or the furnishing of any materials or
other property with respect to the Property or any part thereof; or (iv) any
accident, injury to or death of persons or loss or damage to property occurring
on or about the Property or any part thereof. If any action, suit or proceeding
is brought against Trustees or Lender by reason of any such occurrence, Grantor,
upon the written request of such Lender, shall at Grantor's expense resist and
defend such action, suit or proceeding or will cause the same to be resisted and
defended by counsel acceptable to Lender.

     19. Late Charge. Any amount due under the Note or this Deed of Trust which
is not paid when due shall be subject to "late charges" as provided in the Note,
and such "late charges" shall be secured by the lien hereof. Grantor covenants
to pay all such late charges which shall become due immediately upon demand.
Election by Lender to impose a late charge shall not constitute or be deemed a
waiver by Lender of the default.

     20. Expenses of Lender and Trustees. Grantor agrees to pay all costs and
expenses of Lender, including reasonable attorney's fees, if Lender finds it
necessary or desirable to secure the services or advice of one or more attorneys
with regard to collection of the Note or to the protection of its rights under
the Note, this Deed of Trust or other Documents. In addition, Grantor agrees to
pay all reasonable costs and expenses. including reasonable fees, incurred by
Lender in having the Property abandoned by or reclaimed for any estate in
bankruptcy, or in attempting to have any stay or injunction against the
enforcement or collection of the Note or against foreclosure of the Property
lifted by any bankruptcy or other court. If Trustees or Lender shall be made a
party to or shall intervene in any action or proceeding, whether in court or
before any governmental agency, affecting the Property or the title thereto or
the interest of Trustees or Lender under this Deed of Trust, Trustees and Lender
shall be reimbursed by Grantor upon demand for all reasonable costs, charges,
and attorneys' fees incurred by them or

                                       10

<PAGE>

either of them in any such case. All such sums shall be secured hereby, and are
due and payable on demand.

     21. Future Advances. In addition to the Note referred to herein, this Deed
of Trust shall also secure future advances made by the Lender to the Grantor,
which future advances shall be at the option of the Lender; however, the maximum
principal amount secured by this Deed of Trust shall not exceed twice the
principal amount of the Note. Nothing herein contained shall limit the amount
secured by this Deed of Trust, if such amount is increased by advances made by
the Lender as herein elsewhere provided and authorized for the protection of the
security of the Lender.

     22. Other Documents. Grantor hereby acknowledges that certain other
documents or instruments have been, are being or will be submitted by or for the
Borrower or executed by the Borrower or by the Grantor, the Borrower and the
Lender in connection with the loan evidenced hereby. Any misrepresentation in or
default under any Documents or other instruments executed in connection with the
loan secured by even date herewith or hereafter shall be constitute a default
under this Deed of Trust and the Note secured hereby. The word "Document(s)"
shall mean any documents or instrument executed or submitted by or for the
Borrower and/or the Grantor in connection with the Loan, including, as
applicable but not limited to: Note, Deed of Trust, Loan Agreement,
Construction Loan Agreement, Assignment of Rents, Leases, Contracts, Accounts
Receivable, Accounts and Deposit Accounts, Security Agreement, Financing
Statements, Environmental Compliance and Indemnity Agreement, Owner's Affidavit,
Guaranty, Certificate of Corporate Resolution and/or Good Standing, Loan
Application, Financial Statement, Title Insurance Commitment or Policy, Survey,
Site Plan, Plans and Specifications, Construction Breakdown, Insurance Policies,
Opinions of Counsel, Letters of any Governmental Authority, provider of
utilities, architect, engineer or other consultant, Construction Commitment,
Permanent Commitment and Construction Contract.

     23. Default. The happening of any of the following events shall constitute
a default hereunder (a) a default shall occur under the Note; (b) failure of
Grantor to perform any agreement in this Deed of Trust or in any Document or
other instrument securing the Note or in any other instrument executed by
Borrower or Grantor in connection with the Loan secured hereby; (c) the filing
of any petition under the Bankruptcy Code, or any similar federal or state
statute, by any Obligor (which term shall mean and include the Grantor, the
Borrower, and each endorser, surety, guarantor, and all others who may become
liable for all or any part of the obligations secured hereby, as well as anyone
that owns, from time to time, all or any portion of the Property or any interest
therein) or by any Obligor against another Obligor; (d) the filling by anyone
other than an Obligor of any petition under the Bankruptcy Code or any similar
federal or state statute, against any Obligor; (e) the filing in any court by
any person or entity of an application for the appointment of a receiver or
trustee to take custody of the Property or any part thereof; (f) the filing of
any application in any court for the appointment of a receiver for the benefit
of one or more creditors, or the making of a general assignment for the benefit

                                       11

<PAGE>

of creditors as to any Obligor; (g) the dissolution, business failure, death,
merger, consolidation, or reorganization of any Obligor; (h) any material
warranty, representation, certificate or statement of any Obligor (whether
contained in this Deed of Trust, the Note, other instruments of security or
other instruments executed in connection with the Loan secured hereby) is not
true; (i) taking of possession of all or any substantial part of the Property
encumbered by this Deed of Trust or other instruments of security securing the
Note at the instance of any governmental authority; (j) a default shall occur
under or any proceedings are instituted for the foreclosure or collection of any
mortgage, judgment or lien prior or subordinate to the lien of this Deed of
Trust affecting the Property; (k) a default by Grantor or other Obligor shall
occur under any lease or contract affecting all or any part of the Property; or
(l) should any franchise, license or permit in existence on the date of this
Deed of Trust or any other franchise, license or permit necessary for the
operation and use of the Property contemplated herein be revoked or terminated
or should any conditions imposed by any governmental authority not be complied
with by the time requested by such authority as a condition to non-revocation or
non-termination. The enumeration of events of default under this paragraph 23
shall not exclude such other events of default under this Deed of Trust which
are set forth in other paragraphs.

     24. Acceleration and Remedies. If a default shall occur hereunder and
remain incurred for thirty (30) days or more, then Lender may, at its option and
without further notice, declare the Note and all other sums secured hereby or
otherwise due pursuant to the Documents immediately due and payable.
Notwithstanding anything contained in this paragraph 24 to the contrary, there
shall be no requirement of a curative period as set forth above in the event of
any default specified in paragraphs 23(c), (d), (h), (i), (j) or (k) hereof. The
terms and provisions of this paragraph or of any other provision in this Deed of
Trust, shall not be deemed or interpreted to alter or abrogate the demand nature
of the Note or the rights of Lender thereunder. Upon acceleration of the sums
secured hereby as aforesaid, Lender may do any of the following:

          (a) Lender may have the Trustees take possession of the Property and
proceed to sell the Property at public auction, as a whole or in such parcels,
for cash or credit and, in addition to the requirements imposed by state law,
upon any terms as the Trustees deem appropriate. Before such sale at public
auction is made, there shall first be advertisement of the time, place and terms
of sale once a week for three (3) successive weeks, in a newspaper published or
having a general circulation in the city or county in which the Property is
located. At least fourteen (14) days prior to such sale, written notice of the
time, place and terms of sale shall be given by certified or registered mail to
the then-owner of the Property at its last known address, as such owner and
address appear on the records of Lender. Lender may become the purchaser of the
Property so sold, and no purchaser shall be required to see to the proper
application of the purchase money. The proceeds of any such sale shall be
applied in accordance with Section 55-59.4 of the Code of Virginia of 1950, as
amended.

                                       12

<PAGE>

          (b) Possession. Lender or Trustees, at the request of Lender, shall
have the absolute right to enter the Property and take possession thereof,
operate the Property and collect and receive and apply the Rents and
Profits. Grantor agrees to surrender the Property to Trustees or Lender promptly
upon demand. Any amounts actually received by Lender or Trustees shall be
applied first to pay a reasonable compensation to Trustees or Lender for their
or its services and expenses, then to the expenses of operating the Property,
with any excess to be applied as determined by Lender to amounts accured by this
Deed of Trust.

          (c) Receiver. Lender upon application to a court of competent
jurisdiction and without regard to the value or adequacy of its security,shall
be entitled as a matter of right to the appointment of a receiver to enter upon
and take possession of the Property and to collect all rents, revenues, issues,
income, and profits thereof and apply the same as the court may direct. The
receiver shall have all rights and powers permitted under the laws of Virginia
and such other powers as the court making such appointment shall confer. The
expenses, including receivers' fees, reasonable attorneys' fees, costs and
agents' compensation, incurred pursuant to the powers herein contained shall be
secured by this Deed of Trust.

          (d) Lender shall have all other rights and remedies provided herein or
in any other document or avaliable at law or in equity.

     25. Futher Rights and Duties of Trustees. Trustees shall be under no duty
to take any action hereunder except as expressly required, to perform any act
which would involve them in expense or liability or to institute or defend any
suit in respect hereof, unless properly indemnified to their satisfaction. All
reasonable expenses, charges, counsel fees and other disbursements incurred by
Trustees in and about the administration and execution of the trust created
hereby, and the performance of their duties and powers hereunder, shall be
secured by this Deed of Trust prior to the indebtedness represented by the Note,
and shall bear interest at the Default Rate. Both Trustees or either of them may
exercise all the rights and powers of the Trustees hereunder. Lender with or
without cause, is hereby authorized and empowered to substitute and appoint,
from time to time, by an instrument recorded wherever this Deed of Trust is
recorded, a trustee in the place of any Trustee hereunder.

     26. Construction of this Deed of Trust. Unless otherwise specified herein,
this Deed of Trust shall be construed under and in accordance with and shall
incorporate by reference the temrs of Section 55-59 through 55-59.4 of the Code
of Virginia of 1950, as amended, as such provision are in force and in effect on
the date of this Deed of Trust, as well as the following provisions which by
short form reference incorporate the meaning as provided by Section 55-60 of the
Code of Virginia of 1950, as amended:

          Substitution of Trustee permitted (with or without cause).
          Any Trustee may act.

                                       13

<PAGE>

          Exemptions waived.
          Renewal, extension or reinstatement permitted.
          Subject to all upon default.

     27. Release of Liability. Without affecting the liability of any
party (other than any party released pursuant thereto) for payment of any
indebtedness secured hereby, and without affecting the superiority or validity
of the lien hereof upon any Property not released pursuant thereto, Lender may
at any time and from time to time, without notice, in whole or in part, release
or discharge the obligation of any party liable for payment of any indebtedness
secured hereby, or extend the time for payment for such indebtedness or accept
additional security to any kind or release any Property securing such
indebtedness or consent to the making of any map or plat for the creation of any
easements thereon or otherwise.

     28. Waiver. No failure of Lender to exercise any option herein given to
declare the maturity of the debt hereby secured shall be taken or construed as a
waiver of its right to exercise such option or to declare such maturity by
reason of any past, present, or future default on the part of the Borrower or
Grantor; and the procurement of insurance or the payment of taxes or other
liens, debts, or charges by Lender shall not be taken or construed as a waiver
of its right to declare the maturity of the indebtedness hereby secured by
reason of failure of Grantor to procure such insurance or to pay such taxes,
debts, liens or charges. The lien of this instrument shall remain in full force
and effect during any postponement or extension of time of payment of any part
or all of the indebtedness secured hereby and during the term of any future
advances made hereunder.

     29. Exemptions. Grantor agrees not to set up or claim the benefit of the
homestead exemption, or any exemption or insolvency laws against any claim of
the Lender, for any sum of money which may become due and payable to it, under
the covenants and agreements of the Note, or of this Deed of Trust or any other
instrument securing the Note, or against the securing of execution of any
judgment sought thereon, all of said rights and exemptions being hereby
expressly waived.

     30. Proceeds of Claims, Awards, Rents and Sales. All monies, other than
proceeds of foreclosure sale or other transfer of title to the Property in
extinguishment of the indebtedness secured by this Deed of Trust, which are paid
to, collected or received by Lender in connection with or as the proceeds of
insurance loss claims, condemnation awards, rents, leases, or sales as provided
under the terms of this Deed of Trust, shall be applied by Lender as follows:
first, to payment of Lender's costs including any advances made by Lender and
all expenses, real estate commissions and attorneys' fees incurred therewith;
second, to payment to Lender of interest, at the highest legal rate permitted by
law to be charged by Lender, on said costs from the date of such expenditures;
and third, at option of Lender to (a) restoration or repair of the Property, if
applicable, or (b) to payment of interest due on the principal indebtedness, and
the remainder, if any, to the principal indebtedness secured by this Deed of
Trust. Unless Grantor and Lender otherwise agree in

                                       14

<PAGE>

writing, any such application of proceeds to principal shall not extend or
postpone the due date of the installment payments referred to in paragraphs 1
and 2 hereof or change the amount of such installments. Nothing in this
paragraph shall in any way affect the lien of this Deed of Trust or the
liability of the Borrower for payment of the entire balance of the indebtedness
secured hereby. The provisions of this paragraph 30 are subject to the rights
of Grantor to restore the premises as set forth in paragraphs 4 and 5 above.

     31. Amounts Due. Grantor, within six (6) days upon request in person or
within ten (10) days open request by mail, will furnish a written statement
duly acknowledged of the amount due on the Deed of Trust and whether any offsets
or defenses exist against the debt secured hereby.

     32. Notice. Any written notice, demand or request that is required to be
made hereunder or under the Note or under any other instrument of security for
the Note shall be served in person or by registered or certified mail, return
receipt requested, addressed to the party to be served at its address set forth
below:

                  Grantor:  1212 North Hercules Avenue
                            Clearwater, Florida 34618

                  Lender:   BARNETT BANK OF PINELLAS COUNTY
                            Post Office Box 12288
                            St. Petersburg, Florida 33733-2288

The above addressee may be changed as the applicable party by providing the
other party with notice of such address change in the same manner provided
above; provided, however, so long as Grantor is the owner of all or any part of
the Property the address of the Grantor must be located within the continental
United States of America. In the event that written notice, demand or request is
made as provided in this paragraph 32, then in the event that such notice is
returned to the sender by the U.S. Postal System because of insufficient address
or because the party has moved or otherwise other than for insufficient postage,
such writing shall be deemed to have been received by the party to whom it was
addressed on the date that such writing was initially placed in the U.S. Postal
System by the sender.

     33. Americans with Disabilities Act. Grantor shall keep and maintain the
Property in compliance with, and shall not cause or permit the Property to be in
violation of the Americans With Disabilities Act of 1990 (hereinafter "ADA")
and any other federal, state or local laws, regulations, guidelines, codes or
ordinances relating to the accessibility of properties to persons with
disabilities (collectively, with the ADA, the "Disabilities Laws"). Grantor
represents and warrants to Lender that (i) the Property currently complies
with all requirements of the Disabilities Laws; (ii) there are no facts,
conditions or circumstances at the Property which could result in an
investigation or inquiry by any federal, state or local governmental authority
based upon a violation of the Disabilities

                                       15

<PAGE>

Laws; (iii) it will provide Lender with prompt written notice of: (i) any
governmental investigation or inquiry concerning a violation of the Disabilities
Laws at the Property; (2) the lodging of any grievance or compliant with Grantor
or with any governmental entity concerning a violation of the Disabilities Laws
at the Property; (3) the institution of any administrative proceeding which
seeks to enforce compliance by Grantor with the accessibility requirements of
Disabilities Law; and (4) the filing of a complaint or charge in a court of
competent jurisdiction alleging a violation of the Disabilities Laws. Grantor
further warrants, covenants and agrees that any modification, renovation or
remodeling of the Property shall be undertaken and completed in such manner as
to insure that the Property continues to meet or exceed the requirments of the
Disabilities Laws. Grantor further indemnifies and holds Lender harmless from
and against, and shall immediately pay any and all claims, losses, damages,
liabilities, fines, penalties, charges and judgments incurred by Lender
(including reasonable attorneys, fees and costs), arising directly or
indirectly, in whole or in part, from any past, present or future failure of
Grantor, its employees, agents, contractors, subcontractors, or other persons,
to comply with the Disabilities Laws. Grantor's indemnification obligation
hereunder shall be one of strict liability and shall be enforceable without
regard to any fault or knowledge of Lender with respect to any act or omission
or condition or event which is the basis of the claim under such indemnification
obligation. Grantor's obligation under this section shall not be limited to any
extent to the term of the Note or other obligations secured hereby, and such
obligation shall continue, survive and remain in full force and effect
notwithstanding payment in full or other satisfaction or release of said Note
(and other obligations secured hereby), and this Deed of Trust or any
foreclosure under this Deed of Trust or any delivery of a deed in lieu of
foreclosure. The provisions of this section shall be deemed to survive and
continue in full force and effect after any foreclosure or other proceeding by
which the Lender, and its successors and assigns succeed to ownership of the
Property.

     34. Savings Clause. If any term or provision of this Deed of Trust or an
application thereof to any person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Deed of Trust or the
application of such term or provision to persons or circumstances other than
those as to whom or which it is held invalid or unenforceable shall not be
affected thereby, and each term and provision of this Deed of Trust shall be
valid and enforceable to the fullest extent permitted by law. No provision of
this Deed of Trust or of the Note shall require the payment or permit the
collection of interest or any other amount provided for hereunder or in the Note
in excess of the maximum permitted by applicable law. If any excess of interest
or of any such other amount in such respect is herein or in the Note provided
for or shall be adjudicated to be so provided for herein or in the Note, neither
Grantor nor its successors in interest nor assigns shall be obligated to pay
such interest on such amount in excess of the amount permitted by applicable
law, and the right to demand the payment of any such excess shall be and is
waived. This provision shall control any other provisions of this Deed of Trust
and Note. If any interest in excess of the maximum amount which may be collected
is received by Lender, such excess shall be credited to principal of the Note or
refunded to Grantor, at Lender's option.

                                       16

<PAGE>

     35. Governing Law. This Deed of Trust shall be governed by and construed
under the laws of the Commonwealth of Virginia, and shall be enforced in the
Commonwealth of Virginia.

     36. Binding Effect. Whenever the context of this Deed of Trust so admits or
requires, the terms Grantor and Lender shall include the heirs, personal
representatives, successors and/or assigns of the respective parties hereto; the
use of the singular number shall include the plural, and the plural the
singular; the use of any gender shall include all genders, and if used, the
term Note or Promissory Note shall include the Note herein described if more
than one.

     37. Headings. The headings of the paragraphs contained in this Deed of
Trust are for convienince of reference only and do not form a part hereof and in
no way modify, interpret or construe the meaning of the parties hereto.

WITNESS the following signature of Grantor on the date first above written.

                                    AVIONICS SPECIALTIES, INC., a Virginia
                                    corporation


/s/ M.P. Freeman                    By : /s/ David S. Goldman
--------------------------------         ---------------------------------------
                   M. P. Freeman         David S. Goldman, Chairman of the Board


/s/ David Baldini                                               (CORPORATE SEAL)
--------------------------------
As to Borrower     David Baldini

                                       17

<PAGE>

STATE OF  Virginia       )
COUNTY OF ALBEMARLE      )

          The foregoing instrument was acknowledged before me this 17th day of
May, 1994, by DAVID S. GOLDMAN, the Chairman of the Board of AVIONICS
SPECIALTIES, INC., a Virginia corporation, on behalf of the corporation, who is
personally known to me or who has produced (TYPE OF IDENTIFICATION:            )
                                                                   -----------
as identification.


                                             /s/ David L. Morris
                                             ---------------------
                                                   SIGNATURE

                                                David L. Morris
                                             ----------------------
                                             NAME LEGIBLY PRINTED
                                             TYPEWRITTEN OR STAMPED

(SEAL)                                            NOTARY PUBLIC

My Commission Expires:

MY COMMISSION EXPIRES JAN. 31,1997

                                       18

<PAGE>

                                   EXHIBIT A

                            DESCRIPTION OF PROPERTY

     All that certain parcel or tract of land consisting of 12.037 acres and
depicted on the attached "Plat showing a survey of a Proposed Division of the
Teledyne Industries, Inc. Property Located on St.Rt. 743 Southwest of the C/A
Airport in Albemarle Co. VA", prepared by Thomas D. Blue, last revised
February 23, 1994.

                                   Page 1 of 3

<PAGE>

                                      [MAP]

                                   Page 2 of 3

<PAGE>

1.   Property is zoned LI, therefore division rights do not apply.

2.   These lots each have a minimum of 30,000 square feet of contiguous area in
     slopes of less than 25%.

3.   Building set-book limits are those requried for the LI Zone.

4.   Property is located in the white Hall Magisterial District.

5.   Tax Map 32, parcels ____ and ____, shown in Deed Book 418 page 356 and
     Deed Book 314 page 438, are hereby combined into one parcel and any
     boundary between them is hereby abolished.

6.   A surface drainage easement for the benefit of the 12.037 acre parcel is
     hereby reserved to permit drainage over the 11.451 acre parcel from the
     catch basin located near the northwest corner of the 12.037 acre parcel as
     shown on the attached plat.

                                                         [SEAL]

OWNER'S APPROVAL:

     The division of the land described herein is with the free consent and in
accordance with the desire of the undersigned owner. Any reference to future
potential development is to be deemed as theoretioal only. All statements
affixed to this plat are true and correct to the best of my knowledge.

                                                OWNER: TELEDYNE INDUSTRIES, INC.


                                                      BY: /s/ Douglas J. Grant
                                                          ----------------------

APPROVED:


/s/ Chairman                                         3/31/94
----------------------------------------------   ----------------
Chairman, Albemarle County planning Commission   Date


/s/ Designated Agent                                 3/31/94
----------------------------------------------   ----------------
Designated Agent, Albemarle County Board of      Date
Supervisors

                                  Page 3 of 3                       Sheet 2 of 2
                                                                    J-92-61A

VIRGINIA:   IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF ALBEMARLE.

     THIS DEED WAS PRESENTED, AND WITH CERTIFICATE ANNEXED, IS ADMITTED TO
RECORD ON MAY 23, 1994, AT 3:23 O'CLOCK P.M.

STATE TAX        $ 1,650.00   (039)
LOCAL TAX        $   550.00   (213)
TRANSFER (***)   $            (212)
                  ----------
(***)            $     1.00   (145)
CLERK'S (***)    $    29.00   (301)
PLAT             $
                  ----------
  SEC.58.1-802:
STATE TAX        $            (038)
                  ----------
LOCAL TAX        $            (220)
                  ----------
LOCAL TAX        $            (223)
                  ----------

TOTAL            $ 2,230.00


Trustee:
-------
    Shelby J. Marshall, Clerk


BY: /s/ Deputy Clerk
    -----------------------
    DEPUTY CLERK

<PAGE>

Commonwealth Land Title Company
888 West 6th Street, 4th Floor, Los Angeles, CA 90017
--------------------------------------------------------------------------------
Buyer's Settlement Statement
     Escrow No.: 16870
--------------------------------------------------------------------------------

Buyer:            Avionics Specialties, Inc.

Property:         Route 743, Charlottesville, Virginia

Escrow Officer:   Lee Mellen

Date:             052394

<TABLE>
<CAPTION>
                                                                              DEBIT          CREDIT
------------------------------------------------------------------------------------------------------
<S>                                                                       <C>             <C>
TOTAL CONSIDERATION                                                       $1,260,000.00
Deposits by Buyer                                                                            126,000.00
1ST Trust Deed:                                                                            1,100,000.00
Credit Rent for May                                                                            2,666.64
Credit for Security Deposit                                                                   10,000.00
Interest earned on deposit                                                                       209.78
Buyer deposit                                                                                 28,749.36

PRORATI0NS

BROKER'S COMMISSION

LENDER CHARGES

RESERVES

ESCROW FEES, TITLE CHARGES
SETTLEMENT CHARGE                                                              1,290.00
LENDER'S COVERAGE                                                                 50.00

RECORDING FEES, TRANSFER TAXES
Record Grant Deed                                                                 25.00
Record Trust Deed                                                                 33.00
Mortgage Tax                                                                   2,200.00
RECORDING FEES                                                                    59.00

ADDITIONAL CHARGES
REALTY TAX SERVICE               Transamerica Real Estate Tax Svc                111.00
Lender's Fla Atty Fees           Baynard, Harrell, Ostow & Ulrich P.           2,950.00
Lender's Attorneys' Costs        Baynard, Harrell, Ostow & Ulrich P              275.00
TA Flood Hazard Cert             Barnett Bank of Pinellas County                  14.50
Future Satisfaction Fees         Barnett Bank of Pinellas County                  22.50
Lender's VA Atty Fees & Cost     Hirschler, Fleischer, Weinberg, Cox, A          415.00
Copy fees and Express Mail                                                        59.00

REFUND DUE BUYER                                                                 121.78
                                                                          -------------   -------------
                                                                          $1,267,625.78   $1,267,625.78
 </TABLE>

                                                                        RECEIVED

<PAGE>

1.   Property is zoned LI, therefore division rights do not apply.

2.   These lots each have a minimum of 30,000 square feet of contiguous area in
     slopes of less than 25%.

3.   Building set-back limits are those required for the LI Zone.

4.   Property is located in the White Hall Magisterial District.

5.   Tax Map 32, Parcels (66) and (66c), showm in Deed Book 413 page 358 and
     Deed Book 314 page 438, are hereby combined into one parcel and any
     boundary between them is hereby abolished.

6.   A surface drainage easement for the benefit of the 12.037 acre parcel is
     hereby reserved to permit drainage over the 11.451 acre parcel from the
     catch basin located near the northwest corner of the 12.037 acre parcel as
     shown on the attached plat.

 OWNER'S APPROVAL:                                                        [SEAL]

     The division of the land described herein is with the free consent and in
accordance with the desire of the undersigned owner. Any reference to future
potential development is to be deemed as theoretical only. All statements
affixed to this plat are true and correct to the best of my knowledge.
--------------------------------------------------------------------------------

                                                OWNER: TELEDYNE INDUSTRIES, INC.


                                                    BY: /s/ Douglas L. Grant
                                                        ------------------------

APPROVED:


/s/ Chairman
------------------------------                                   3/31/94
Chairman, Albemarle County                                     ------------
Planning Commission                                            Date


/s/ Designated Agent
------------------------------                                   3/31/94
Designated Agent, Albemarle                                    ------------
County Board of Supervisors                                    Date

<PAGE>

                                     [MAP]