FORM OF



                          PLEDGE AND SECURITY AGREEMENT



        PLEDGE AND SECURITY AGREEMENT dated as of August 14, 1994 made by

General Kinetics Incorporated ("GKI"), a Virginia corporation, to Gutzwiller &

Partner A.G. (the "Secured Party"), to secure up to $9,500,000 aggregate

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principal amount of 1% Convertible Debentures due 2004 of GKI issued to the

Secured Party (the "Debentures").

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        WHEREAS, GKI is the owner of certain assets and properties described in

Schedule I hereto, as the same may be supplemented hereafter; and



        WHEREAS, GKI, as an inducement to the Secured Party to purchase the

Debentures, now wishes to provide to the Secured Party a security interest in

such assets and properties;



        NOW, THEREFORE, in consideration of the premises and in order, inter

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alia, to induce the Secured Party to purchase the Debentures, GKI hereby agrees

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with the Secured Party for its benefit as follows:



        Section 1.     Grant of Security. GKI hereby assigns and pledges to the

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Secured Party for its benefit, and hereby grants to the Secured Party for its

benefit a security interest in, the following (collectively, the "Collateral"),

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to the extent it is lawfully able to do so:



        (a) all of GKI's right, title and interest in all of those plots, pieces

    or parcels of land, and all accessions thereto now owned by GKI (the

    "Land"), to the extent, if any, described in Part I of Schedule I attached

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    hereto and made a part hereof, together with the right, title and interest

    of GKI, if any, in and to the following: (i) the streets, the land lying in

    the bed of any streets, roads or avenues, opened or proposed standing in

    front of, adjoining or abutting the Land to the center line thereof, the air

    space and development rights pertaining to the Land and right to use such

    air space and development rights, all rights of way, privileges, liberties,

    tenements, hereditaments and appurtenances belonging or in way appertaining

    thereto, all easements benefiting the Land and all royalties and all rights

    appertaining to the use and enjoyment of the Land, including, without

    limitation, all alley, vault, drainage, mineral, water, oil and gas rights,

    timber, sewers, pipes, conduits, wires and other facilities furnishing

    utility or other services to the Land and other similar rights, together

    with all of the buildings and other improvements erected on the Land, (ii)

    all rents, issues, profits, royalties, avails, income and other benefits

    derived or owned by GKI directly or indirectly from the foregoing property,

    (iii) all rights of GKI under all existing leases, licenses, occupancy

    agreements, concessions or other arrangements, whether written or oral,

    whereby GKI is granted the right to use, possess or occupy, or conduct any

    business on, or any estate in, the foregoing property or any part thereof,

    or whereby any person agrees to pay money to GKI or exchange other

    consideration with GKI for the use, possession or occupancy of, or the

    conducting of any business on, or any estate in, the foregoing property or

    any part thereof, and all rents, income, benefits, avails, advantages and

    claims against guarantors under any thereof, including, without limitation,

    the leases and mortgages, if any, set

{PAGE}



                                                       Exhibit 4.7, Page 2 of 15



    forth in Part I of Schedule I attached hereto and made a part hereof, and

    (iv) all rights of GKI, if any, to plans and specifications, designs,

    drawing and other matters prepared in connection with the foregoing property

    (any and all such property and related rights being the "Real Property");

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        (b) all of GKI's right, title and interest now owned in and to all

    equipment to the extent, if any, described on Part II of Schedule I attached

    hereto and made a part hereof, in all of its forms, wherever located, all

    fixtures and all parts thereof and all accessions thereto (any and all such

    equipment, fixtures, parts and accessions being the "Equipment");

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        (c) all of GKI's right, title and interest, whether now owned or

    hereafter acquired, in and to all inventory to the extent, if any, described

    on Part III of Schedule I attached hereto and made a part hereof, in all of

    its forms, wherever located, now or hereafter existing (including, but not

    limited to, (i) raw materials and work in process therefor, finished goods

    thereof and materials used or consumed in the manufacture or production

    thereof, (ii) goods in which GKI has an interest is mass or a joint or other

    interest or right of any kind (including, without limitation, goods as in

    which GKI has an interest or right as consignee) and (iii) goods that are

    returned to or repossessed by GKI), and all accessions thereto and products

    thereof and documents therefor (any and all such inventory, accessions,

    products and documents being the "Inventory");

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        (d) all of GKI's right, title and interest now owned in and to all

    accounts, contract rights, chattel paper, instruments, deposit accounts,

    general intangibles and other obligations of any kind to the extent, if any,

    described on Part IV of Schedule I attached hereto and made a part hereof,

    whether or not arising out of or in connection with the sale or lease of

    goods or the rendering of services, and all existing rights in and to all

    security agreements, leases and other contracts securing or otherwise

    relating to any such accounts, contract rights, chattel paper, instruments,

    deposit accounts, general intangibles or obligations, other than any

    governmental licenses, to the extent the assignment of any such license

    would violate applicable law (any and all such accounts, contract rights,

    chattel paper, instruments, deposit accounts, general intangibles and

    obligations, to the extent not referred to in clauses (e) and (f) below,

    being the "Receivables", and any and all such leases, security agreements

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    and other contracts being the "Related Contracts");

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        (e) all of GKI's right, title and interest in and to each of the

    agreements benefiting GKI to which it is a party to the extent, if any,

    described on Part V of Schedule I attached hereto and made a part hereof, in

    each case as such agreements may be amended or otherwise modified from time

    to time (collectively, the "Assigned Agreements"), including, without

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    limitation, (i) all rights of GKI to receive moneys due and to become due

    under or pursuant to the Assigned Agreements, (ii) all rights of GKI to

    receive proceeds or any insurance, indemnity, warranty or guaranty with

    respect to the Assigned Agreements, (iii) claims of GKI for damages arising

    out of or for breach of or default under the Assigned Agreements and (iv)

    the right of GKI to terminate the Assigned Agreements, to perform thereunder

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