Exhibit 3.104

                                   WESCAM LLC

                       LIMITED LIABILITY COMPANY AGREEMENT
                       -----------------------------------



         This Limited Liability Company Agreement (this "Agreement") for Wescam
LLC, a Delaware limited liability company (the "Company"), is adopted this 26th
day of October, 1999 by 3033544 Nova Scotia Company ("NSC"), a company organized
under the laws of Nova Scotia (the "Member").

         1. CERTAIN DEFINITIONS. Certain terms used in this Agreement shall have
the following definitions:

         COMMON UNITS shall mean Units designated as such and having such rights
as set forth in this Agreement.

         PREFERRED CAPITAL shall mean the capital contribution of the Member
made in exchange for Preferred Units, as set forth on Exhibit A hereto, less any
reductions attributable to a redemption or retraction of all or a part of such
Member's Preferred Units under this Agreement. The initial Preferred Capital
shall be US $10,127.654 per Preferred Unit.

         PREFERRED UNITS shall mean Units designated as such and having such
rights as set forth in this Agreement.

         UNITS means the Preferred Units and Common Units, which shall have
identical rights except as specifically provided in this Agreement. Units may
divided into fractional amounts if necessary, and may, but need not, be
evidenced by certificates.

         2. FORMATION. The Company has been formed as a Delaware limited
liability company pursuant to the Delaware Limited Liability Company Act (the
"Act") by filing a Certificate of Formation with the Delaware Secretary of State
in accordance with the Act, and the rights and liabilities of the Member shall
be as provided in the Act, except as herein otherwise provided.

         3. NAME. The Company shall be conducted under the name of Wescam LLC or
such other name as from time to time may be determined by the Member.

         4. PRINCIPAL PLACE OF BUSINESS. The principal place of business of the
Company shall at such place or places as from time to time may be determined by
the Member.

         5. PURPOSE. The purpose of the Company shall be the transaction of any
or all lawful business for which limited liability companies may be organized
under the Act. The Company shall have all powers necessary or desirable to
accomplish the aforesaid purposes.

         6. QUALIFICATION AND REGISTRATION. The Company and its Member shall, as
soon as practicable and to the extent necessary, take all action necessary to
qualify the Company to do business and to execute all certificates or other
documents, and perform all filings and recordings, as are required by the laws
of the State of Delaware and the other jurisdictions in which the Company does
business.


                                                                               2


         7. CAPITAL CONTRIBUTIONS AND UNIT OWNERSHIP.

                  (a) Initial Contribution. The initial capital contribution of
         the Member shall be as set forth on Exhibit A attached hereto and made
         a part hereof.

                  (b) Unit Grants. The Member shall be granted the number and
         classes of Units as is set forth on Exhibit A hereto.

                  (c) Additional Capital Contributions. No Member is obligated
         to make additional capital contributions to the Company beyond the
         contributions agreed to in clause (a) of this Section 7. Any additional
         capital contributions shall be made by the Member(s) solely in their
         discretion and in the amounts so determined.

                  (d) Capital Account. The Company shall maintain a capital
         account for the Member. The Member's capital account shall consist of
         the Member's initial capital contributions, increased by additional
         capital contributions and by the Member's share of Company profits and
         decreased by distributions to the Member and by the Member's share of
         Company losses. No advance of money to the Company by any Member shall
         be credited to the capital account of such Member.

                  (e) Contributions Not to be Returned at Any Specified Time. No
         time is agreed upon as to when the capital contribution of a Member is
         to be returned. Except as otherwise provided in this Agreement, no
         Member shall have the right to demand the return of its capital
         contribution, nor shall any Member have the right to demand and receive
         property other than cash in return for its capital contribution.

                  (f) Restrictions Relating to Capital. No Member shall (i) be
         entitled to receive interest on its capital contribution, (ii) have the
         right to partition of the Company's properties, (iii) be liable to the
         Company or to any other Member to restore any deficit balance in his
         capital account (except as may be required by the Act) or to reimburse
         any other Member for any portion of such other Member's investment in
         the Company, (iv) have priority over any other Member either as to the
         return of its capital contribution or as to income, losses, interest,
         returns, or distributions.

         8. ALLOCATIONS AND DISTRIBUTIONS.

                  (a) Allocations. Except as otherwise required by applicable
         provisions of tax law, Company income and loss shall be allocated for
         each fiscal year or other relevant period to the Member(s) as follows:

                  (i) Company income shall be allocated first to the Member(s)
         holding Preferred Units in proportion to such Units, until the
         cumulative Company income allocated under this Section 8(a)(i) for the
         current and all prior period equals: (a) the cumulative distributions
         made under 8(b) to the Member(s) holding Preferred Units, plus (b) the
         cumulative loss, if any, allocated to the Member(s) holding Preferred
         Units with


                                                                               3


         respect to such Units. Remaining Company income shall be allocated to
         the Member(s) holding Common Units in proportion to such Units.

                  (ii) Company loss shall be allocated first to the Member(s)
         holding Common Units in proportion to such Units, until the cumulative
         Company loss allocated under this Section 8(a)(ii) equals the
         cumulative Company income allocated to the Member(s) holding Common
         Units with respect to such Units for all periods. Remaining Company
         loss shall be allocated to the Member(s) holding Preferred Units in
         proportion to such Units.

                  (b) Distributions on Preferred Units. The Company may, in its
         sole discretion, make distributions to the Member(s) holding Preferred
         Units with respect to such Units from time to time. Such distribution
         shall be in the amounts as the Company may in its discretion determine,
         but in no event shall distributions to a Member holding Preferred Units
         exceed eight percent (8%) of the Preferred Capital each year. For the
         foregoing purpose, if there has been a redemption or retraction of
         Preferred Units during the year under this Agreement, the amount of
         outstanding Preferred Capital shall be determined on a weighted average
         basis. Distributions to the Preferred Member shall not be made or
         calculated on a cumulative basis.

                  (c) Distributions on Common Units. The Company may, in its
         sole discretion, make distributions to the Member(s) holding Common
         Units with respect to such Units from time to time. Distributions to
         the Member(s) holding Common Units shall be made in the amounts and at
         the times determined by the Company, irrespective of whether the
         Company has made distributions to the Member(s) holding Preferred Units
         for the relevant period.

         9. ADDITIONAL PROVISIONS GOVERNING PREFERRED UNITS.

                  (a) Company Redemption Rights. The Company shall have the
         right to redeem all or any portion of the Preferred Units outstanding,
         including fractional interests therein, from time to time in its sole
         discretion. If the Company elects to redeem all or a portion of the
         Preferred Units, the Company shall pay the Member holding such Units a
         price equal to the Preferred Capital attributable to the redeemed
         Units. The closing of a redemption pursuant to this Section 9(a) shall
         occur as soon as is practicable after the Company gives notice of its
         intent to redeem.

                  (b) Preferred Member Retraction Rights. A Member holding
         Preferred Units shall have the right to cause the Company to purchase
         all or any portion of the Preferred Units held by such Member,
         including fractional interests therein, from time to time in such
         Member's sole discretion. If a Member elects to cause the Company to
         purchase all or a portion of such Member's Preferred Units, the Company
         shall pay the Member holding such Units a price equal to the Preferred
         Capital attributable to the retracted Units. The closing of a
         retraction pursuant to this Section 9(b) shall occur as soon as
         practicable after the Member gives notice of its intent to cause the
         Company to purchase Preferred Units.



                                                                               4


         10. ACCOUNTING AND REPORTS.

                  (a) Books of Account. The Company shall maintain or cause to
         be maintained at all times true and proper books, records, reports and
         accounts in accordance with generally accepted accounting principles
         consistently applied, in which shall be entered fully and accurately
         all transactions of the Company and each Member shall have access
         thereto at all reasonable times. The Company shall keep vouchers,
         statements, receipted bills and invoices and all other records in
         connection with the Company's business.

                  (b) Accounting and Reports. The books of account shall be
         closed promptly after the end of each fiscal year. Promptly thereafter,
         the Company shall make such written reports to the Member(s) as they
         determine, which may include a balance sheet of the Company as of the
         end of such year, a statement of income and expenses for such year, a
         statement of each Member's capital account as of the end of such year,
         and such other statements with respect to the status of the Company and
         distribution of the profits and losses therefrom as are considered
         necessary by the Member(s) to advise the Member(s) properly about their
         investment in the Company for income tax reporting purposes.

                  (c) Fiscal Year. The Member shall determine the fiscal year of
         the Company.

                  (d) Banking. An account or accounts in the name of the Company
         shall be maintained in such bank or banks as the Member(s) may from
         time to time select. All monies and funds of the Company, and all
         instruments for the payment of money to the Company, shall, when
         received, be deposited in said bank account or accounts, or prudently
         invested in marketable securities or other negotiable instruments. All
         checks, drafts and orders upon said account or accounts shall be signed
         in the Company name by such persons in such manner as the Member(s) may
         from time to time determine.

         11. MANAGEMENT AND DUTIES.

                  (a) Responsibility of Member(s). The Member(s) shall have
         full, exclusive and complete discretion in the management and control
         of the business and affairs of the Company for the purpose herein
         stated, and shall make all decisions affecting the Company's business
         and affairs, except as otherwise expressly limited herein. The
         Member(s) shall have full authority to bind the Company by execution of
         documents, instruments, agreements, contracts or otherwise to any
         obligation not inconsistent with the provisions of this Agreement.

                  (b) Vote of Member(s). Except as otherwise expressly provided
         herein and to the extent there is more than one Member, all matters
         relating or pertaining to the Company, its operation or its business
         shall be determined by a vote or written consent of the Member(s) whose
         aggregate Unit Ownership exceed 50%. To the extent there is more than
         one Member, meetings of the Members may be called upon five days
         written notice by the Member(s) whose aggregate Unit Ownership exceed
         50%. All meetings of the Members shall be held at the offices of the
         Company or elsewhere as the Members


                                                                               5


         may designate. Members whose aggregate Unit Ownership exceed fifty
         percent (50%) shall constitute a quorum for the transaction of business
         at any meeting.

                  (c) Expenditures by Company. The Company shall, upon the
         direction of the Member(s), pay compensation for accounting,
         administrative, legal, technical and management services rendered to
         the Company. The Member(s) shall be entitled to reimbursement by the
         Company for any expenditures necessarily and reasonably incurred by
         them on behalf of the Company, which shall be made out of the funds of
         the Company.

                  (d) Advances and Loans by Member(s). A Member may lend money
         to and transact other business with the Company and such Member shall
         have the same rights and obligations with respect thereto as a person
         who is not a Member. Loans by any Member to the Company, or guarantees
         by any Member of Company indebtedness shall not be considered capital
         contributions to the Company. Any such advance shall be treated as a
         debt owing from the Company, payable at such times and with such rate
         of interest as shall be agreed upon by the Company and the Member
         making such advance or loan. Undistributed earnings and profits of the
         Company shall not be considered an advance of money to the Company.

                  (e) Potential Conflicts.

                  (i) The Member(s) may engage in business ventures of any
         nature and description independently or with others and neither the
         Company nor any other Member shall have any rights in and to such
         independent ventures or the income or profits derived therefrom.

                  (ii) No contract or transaction between the Company and its
         Member(s) or officers, if any or between the Company and any other
         limited liability company, corporation, partnership, association, or
         other organization in which its Member(s) or officers, if any are
         members, managers, directors or officers or have a financial interest,
         shall be void or voidable solely: (A) for this reason, (B) because the
         Member or officer is present at or participates in the meeting which
         authorizes the contract or transaction, or (C) because such Member
         votes for such purpose, if: (I) the material facts as to the
         relationship or interest and as to the contract or transaction are
         disclosed or are known to the Member(s), and the Member(s) in good
         faith authorize the contract or transaction by the affirmative vote of
         a majority of the disinterested Members, even though the disinterested
         Members be less than a quorum; (II) the material facts as to the
         relationship or interest and to the contract or transaction are
         disclosed or are known to the Member(s) entitled to vote thereon, and
         the contract or transaction is specifically approved in good faith by
         vote of the Member(s); or (III) the contract or transaction is fair as
         to the Company as of the time it is authorized, approved, or ratified
         by the Member(s).

                  (f) Rights and Obligations of the Member(s). The Member(s)
         shall not be personally liable for any of the debts of the Company or
         any of the losses thereof beyond the amounts contributed by them to the
         capital of the Company. The Member(s) shall not be entitled to the
         return of their capital contribution except to the extent provided for
         in this Agreement.



                                                                               6


         12. CHANGES IN MEMBERSHIP OR INTERESTS.

                  (a) Transfer of Interests. Except as otherwise expressly
         provided in this Agreement, no Member shall sell, transfer, assign,
         give, pledge, or otherwise dispose of or encumber any part or all of
         his interest in the Company now owned or hereafter acquired, whether
         voluntarily, by operation of law, or otherwise, without the prior
         written consent of all of the other Members, if any. Any attempted
         transfer in violation of this Agreement shall be considered null and
         void and the Member attempting to transfer such interest shall continue
         to be treated as a Member for purposes of this Agreement and shall
         continue to be bound by all of the provisions hereof.

                  (b) Admission of New Members. New members may not be admitted
         to the Company without the prior written consent of and upon terms
         approved by the all of the Members. Upon admission, new members shall
         sign a counterpart of this Agreement.

                  (c) Resignation of Member. A Member may resign from the
         Company at any time by giving written notice of such resignation to the
         other Members, if any. A withdrawing Member is entitled to receive
         within a reasonable time after withdrawal the fair value of its
         interest in the Company as of the date of withdrawal.

         13. DISSOLUTION OF THE COMPANY.

                  (a) Events Resulting in Dissolution. The Company shall be
         dissolved only upon the first to occur of the following:

                     (i) The written agreement of the Member(s) whose aggregate
         Unit Ownership exceeds 80%; or

                     (ii) The entry of a decree of judicial dissolution under
         the Act.

                  (b) Liquidation and Distribution of Liquidation Proceeds. In
         the event of the dissolution of the Company for any reason, the
         Member(s) shall commence to wind up the affairs of the Company and to
         liquidate its assets. The Member(s) shall select a liquidating trustee
         who shall have full power to sell, assign and encumber Company assets.
         The Member(s) shall continue to share profits and losses during the
         period of liquidation in the same proportion as before the dissolution.
         Any property distributed in kind in liquidation shall be valued and
         treated as though the property were sold and the cash proceeds were
         distributed. Upon liquidation, the assets of the Company shall be used
         and distributed in the following order: (a) to pay or provide for the
         payment of all debts and liabilities of the Company to creditors,
         including any Member(s) who are creditors, to the extent permitted by
         law, in satisfaction of liabilities of the Company other than
         liabilities for distributions to the Member(s); (b) to the Member(s)
         and former members of the Company in satisfaction of the Company's
         obligations for distributions; (c) to the Member(s) holding Preferred
         Units in the amount of their Preferred Capital; and (d) to the
         Member(s) holding Common Units in proportion to their Unit Ownership.

                  (c) Accounting. Within a reasonable time after the date the
         assets have been distributed in liquidation, the Member(s) shall cause
         to be prepared and provided to each


                                                                               7


         Member a statement which shall set forth the assets and the liabilities
         of the Company as of the date of complete liquidation and each Member's
         pro rata portion of distributions made pursuant to Section 13(b)
         hereof.

                  (d) Termination. Upon the completion of liquidation of the
         Company and the distribution of all Company assets, the Company shall
         terminate.

         14. OFFICERS. The Member(s) may from time to time elect officers of the
Company, each of which shall have the authority and responsibility and serve for
the term designated by the Member(s) by resolution. None of the officers shall
be deemed managers as that term is used in the Act, but each officer shall be
deemed an agent of the Company.

         15. AMENDMENTS TO AGREEMENT. This Agreement may be altered, amended or
repealed at any time and from time to time only in writing and with the approval
of the Member(s) whose aggregate Unit Ownership exceeds 50%.

         16. INDEMNIFICATION. The Company shall indemnify, defend and hold
harmless any person who was or is a member, manager, employee, or agent of the
Company, or who is or was serving at the request of the Company as a member,
director, manager, employee, or agent of another limited liability company,
corporation, partnership, joint venture, trust or other enterprise (an
"Indemnitee") from and against any loss, liability, damage, cost or expense
(including reasonable attorneys' fees and litigation costs) sustained or
incurred by each Indemnitee as a result of any act, decision or omission
concerning the business or activities of the Company. The Company may purchase
and maintain insurance for those persons as, and to the extent permitted by the
Act.

         17. MISCELLANEOUS.

                  (a) Notices. All notices, offers or other communications
         required or permitted to be given pursuant to this Agreement shall be
         in writing and shall be considered as properly given or made, if
         mailed, five business days after mailing from within the United States
         by first class United States mail, postage prepaid, return receipt
         requested, or by personal delivery to the address of the principal
         place of business. The Member(s) may change their addresses by giving
         notice to the other Members. Commencing on the tenth day after the
         giving of such notice, such newly designated address shall be such
         Member's address for purposes of all notices or other communications
         required or permitted to be given pursuant to this Agreement.

                  (b) Company Property. All property, whether real, personal or
         mixed, tangible or intangible, and wherever located, contributed by the
         Member(s) to the Company or acquired by the Company shall be the
         property of the Company. All files, documents, and records shall be the
         property of the Company and shall remain in the possession of the
         Company.

                  (c) Successors. This Agreement and all the terms and
         provisions hereof shall be binding upon and shall inure to the benefit
         of the Member(s) and their respective legal representatives, heirs,
         successors and assigns, except as expressly herein otherwise provided.



                                                                               8


                  (d) Governing Law. This Agreement shall be governed, construed
         and enforced in conformity with the laws of the State of Delaware.

                  (e) Counterparts. This Agreement may be executed in
         counterparts, each of which shall be an original, but all of which
         shall constitute one and the same instrument.

                  (f) Entire Agreement. This Agreement contains the entire
         understanding of the Member(s) and supersedes any prior understandings
         and/or written or oral agreements among them respecting the within
         subject matter. There are no representations, agreements, arrangements
         or understandings, oral or written, between and among the parties
         hereto relating to the subject matter of this Agreement which are not
         fully expressed herein.



                                      * * *
                            (Signatures of next page)



                                                                               9


         IN WITNESS WHEREOF, the Member has adopted this Agreement as of the day
and year first above written.

                                3033544 NOVA SCOTIA COMPANY, a company organized
                                under the laws of Nova Scotia


                                By:      /s/ Bruce Latimer
                                         -------------------------------

                                Name:     Bruce Latimer
                                         -------------------------------

                                Title:    Secretary
                                         -------------------------------






                                   EXHIBIT "A"

                                     CAPITAL
                                CONTRIBUTIONS AND
                                   UNIT GRANTS





- ------------------ ------------------- ----------------------------------------- ----------------------- ---------------------
     MEMBER               CASH                           NOTE                       PREFERRED UNITS          COMMON UNITS
- ------------------ ------------------- ----------------------------------------- ----------------------- ---------------------

                                                                                             
NSC                US$9,800            Rights under the Amended and Restated             1,000
                                       Loan Agreement dated October 26, 1999
                                       between Wescam Inc. and Wescam Holdings
                                       (US) Inc. in the principal amount of
                                       US$ 10,127,654
- ------------------ ------------------- ----------------------------------------- ----------------------- ---------------------

NSC                US$100                                                                                        100
- ------------------ ------------------- ----------------------------------------- ----------------------- ---------------------