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



{PAGE}



          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

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