DeCRANE AIRCRAFT HOLDINGS, INC.

                           CASH INCENTIVE BONUS PLAN

     The Company has approved a cash incentive bonus plan ("Incentive Bonus 
Plan") providing for the allocation of a bonus pool each year for incentive 
compensation to designated executive personnel and other key employees of the 
Company and its subsidiaries, as the  exclusive sources of elective merit 
raises by the Company during the next four years, to persons and in amounts 
determined by the compensation committee of the Board from time to time; with 
the bonus pool for participants for the next four years to be based on EBITDA 
and cash flow changes from year to year at the relevant participant's 
operating unit; and in the case of the designated senior executives of 
DeCrane Aircraft Holdings, Inc., from a pool adjusted for each performance 
year by 5% of the change in consolidated EBITDA due to acquisitions during 
the year (plus 3% of EBITDA of PATS, only for performance year 1999) and by 
5% of 15% (representing cost of capital) of the EBITDA generated from 
existing operations during the year, net of consolidated capital expenditures 
and plus (or minus) consolidated working capital for such periods. For the 
1999 performance year only, such awards to participants who have become 
executives of the Company on after January 1, 1999, are limited to a maximum 
of 100% of their base salary for 1999.

     The Company additionally has adopted a 3% cost of living increase per 
year to base salaries for participants in the foregoing plan.