SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report(Date of earliest event reported): October 31, 1997


                              KVH Industries, Inc.
             (Exact name of Registrant as specified in its charter)




             Delaware                                        05-0420589
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                       Identification No.)



              50 Enterprise Center, Middletown, Rhode Island 02842
               (Address of principal executive offices) (Zip code)

                               (401) - 847 - 3327
               (Registrant's telephone number including area code)


                                 Not applicable
         (Former name and former address, if changed since last report)




tem 2.  ACQUISITION OR DISPOSITION OF ASSETS

     On November 3, 1997,  the Company  entered into an agreement  acquiring the
tangible and intangible assets of Andrew  Corporation's  Sensor Products product
line. The  consideration  the Company paid to acquire the sensor products assets
was approximately $1.8 million in cash and warrants to purchase 50,000 shares of
the Company's  common stock at a price of $8.00 per share.  The assets purchased
include physical  inventories,  fixed assets utilized in the manufacture of both
raw fiber and sensor components and ninety patents, made up of sixty-four issued
patents  and  twenty-six  pending  patents.   The  consideration  paid  for  the
acquisition  of the sensor  products  assets was  arrived at based upon the book
value of the assets acquired,  as recorded by Andrew Corporation.  The source of
the funds to purchase the sensor products assets was the Company's internal cash
balances.  The  Company  intends to utilize  the assets  acquired to continue to
manufacture  fiber optic gyroscope  ("FOG") based sensor systems and components.
The  acquisition  of FOG  technology  allows the  Company's  to enhance  current
product offerings providing improved antenna tracking and enhanced  navigational
accuracy.

     A copy of the  purchase  agreement  and common stock  purchase  warrant are
attached hereto as Exhibit 2 and Exhibit 99 incorporated herein by reference.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     The Company  will  provide the  financial  statements  by  amendment to the
initial  filing of the Current  Report on Form 8-K within sixty days of the date
of this  report  if it is  determined  that  the  asset  acquisition  meets  the
"significance" test.

         (C)      Exhibits

         Exhibit Number                     Exhibit

              EX-2             Asset Purchase Agreement between KVH Industries,
                               Inc. and Andrew Corporation Dated as of
                               October 30, 1997
 
             EX-99             Common Stock Purchase Warrant
 
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                    KVH Industries, Inc.

November 14, 1997                    By:  /S/Richard C. Forsyth   
         Date                             Richard C. Forsyth
                                          Chief Financial and Accounting Officer





                             EXHIBIT INDEX

Exhibit Number                                 Exhibit

      EX-2            Asset Purchase Agreement between KVH Industries, Inc. and
                      Andrew Corporation Dated as of October 30, 1997
 
      EX-99           Common Stock Purchase Warrant


                      Exhibit 2 - ASSET PURCHASE AGREEMENT


     This ASSET  PURCHASE  AGREEMENT is entered into as of October 30, 1997 (the
"Agreement") between KVH Industries, Inc., a Delaware corporation ("Buyer"), and
Andrew Corporation, a Delaware corporation ("Seller").

                                    RECITALS:

     A. Seller is engaged in, among other things,  the design,  manufacture  and
sale of optical fiber, fiber optic gyroscopes and other fiber optic products and
services using proprietary  designs and equipment and proprietary  optical fiber
(the "Sensor Products Business").

     B. Buyer  desires to purchase  from Seller,  and Seller  desires to sell to
Buyer,  certain of the assets and properties of the Sensor Products  Business on
the terms and subject to the conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
hereinafter set forth, Buyer and Seller agree as follows:

I.       SALE AND PURCHASE OF SENSOR PRODUCTS BUSINESS.

     1. 1. Purchased  Assets. On the terms and subject to the conditions of this
Agreement,  Seller shall sell to Buyer and Buyer shall  purchase from Seller the
following  assets and properties owned by Seller and used in connection with the
Sensor  Products  Business,  as such assets and properties  exist on the Closing
Date (collectively, the "Purchased Assets"):

     (a) Tangible Assets. All machinery, equipment (including spare parts), data
processing  hardware,  furniture,  fixtures,  capital  expenditures  in process,
models,  prototypes and similar tangible personal properties used in the conduct
of the Sensor Products  Business and located in Seller's  Orland Park,  Illinois
and St. Petersburg,  Florida facilities,  including the assets identified on the
attached Schedule II(a) (the "Tangible Assets");

     (b)  Inventory.  All  inventories  consisting  of raw  materials,  work  in
process, finished goods, service parts and supplies owned, produced or otherwise
acquired  by Seller  that are used or  intended to be used in the conduct of the
Sensor  Products  Business,  including the inventory  identified on the attached
Schedule 1. 1 (b) (the "Inventory");

     (c) Receivables.  All trade accounts and notes receivable  generated by the
conduct of the Sensor Products Business owed to Seller by third parties (but not
by Affiliates of Seller,  as hereinafter  defined)  including the trade accounts
and notes receivable identified on the attached Schedule 1. I (c) (collectively,
the "Receivables");

     (d) Proprietary  Rights. The Patents and Relevant  Technology  described in
the  Technology  Rights  Agreement  referred  to in  Section  2.2(c)(i)  and the
trademarks, service marks, logos and trade names listed on the attached Schedule
I. I (d) (collectively,  the "Proprietary  Rights"),  together with all goodwill
associated  therewith,  and all  copyrights,  software  (and related  licenses),
technology,  trade  secrets,  know-how,  customer  lists,  formulas,  processes,
designs,  developments and confidential  Sensor Products  Business  information,
whether or not patented or patentable, developed, acquired, used or possessed by
or for Seller in connection with the Products Business;

     (e)  Executoury  and Other  Agreements.  The  rights  of  Seller  under the
agreements,  contracts,  leases,  commitments  or  obligations  described in the
attached  Schedule 1.1(e) and the rights of Seller pursuant to any license to or
from Seller of any Proprietary Rights and all agreements under which any current
or former  employee of the Sensor  Products  Business or any entity is obligated
not to disclose or use other than for Seller's benefit confidential  information
of Seller relating to the Sensor Products  Business and to disclose and transfer
to  Seller  inventions  made by such  person or entity  relating  to the  Sensor
Products Business; and

     (f) Other  Assets.  All other  assets  specifically  related  to the Sensor
Products Business.

     1.2.   Excluded   Assets.   Anything  in  Section  1.  I  to  the  contrary
notwithstanding,   the   Purchased   Assets  shall  not  include  the  following
(collectively, the "Excluded Assets"):

     (a)  Cash.  All  cash,  cash  equivalents,   negotiable  instruments,  bank
accounts,  certificates of deposit, investment securities,  commercial paper and
any other marketable securities or similar investments of Seller;

     (b) Leased  Equipment.  The  vehicles,  office  equipment  and other leased
equipment,  the leases of which Buyer has advised Seller in writing that it does
not intend to assume;

     (c)  Fixtures,  etc.  Fixtures  and  general  purpose  business  and office
equipment not specifically related to the Sensor Products Business;

     (d) Corporate  Records.  All corporate minute books,  stock transfer books,
corporate seals and other corporate rights and franchises of Seller;

     (e)  Prepaids.  All rights in  connection  with any  deposits  and  prepaid
expenses made by Seller; and

     (f) Insurance  Rights.  All claims,  rights or causes of action  whatsoever
under any insurance policies  maintained by or for the benefit of Seller or with
respect to the Sensor Products Business.

II.      PURCHASE PRICE AND CLOSING.

     2.1. Purchase Price. The purchase price ("Purchase Price") of the Purchased
Assets shall consist of:

     (a) Cash. An amount in cash equal to $1,850,000, less

     (i) the liability for accrued  vacation  benefits assumed by Buyer pursuant
to Section 3.2(b);

     (ii)  the  amount,  if  any,  by  which  salable  Inventory  is  less  than
$1,220,000;

     (iii) the amount, if any, by which Receivables are less than $196,000;

     (iv) the amount, if any, by which the net book value of the Tangible Assets
is less than $365,000 (the amount so determined being hereinafter referred to as
the "Cash Purchase Price"); and

     (b) Warrant.  A warrant in substantially the form of the attached Exhibit A
(the  "Warrant") for the purchase of 50,000 shares of Buyer's common stock at an
initial exercise price of $8.00 per share.

     2.2. Closing. The consummation of the transactions contemplated herein (the
"Closing")  shall  take place at 10:00  A.M.,  local  time,  on the date of this
Agreement at the offices of Gardner,  Carton & Douglas,  321 North Clark Street,
Chicago,  Illinois,  or at such other  time or place as shall be agreed  upon by
Buyer and Seller.  The time and date on which the  Closing is  actually  held is
referred to herein as the "Closing  Date." The Closing shall be effective on and
after the  opening of  business  on the  Closing  Date and risk of any loss with
respect to the Purchased  Assets shall pass to Buyer at such effective  time. At
the Closing:

     (a) Seller's Deliveries. Seller shall deliver to Buyer:

     (i) Such  documents as Buyer deems  reasonably  necessary to effectuate the
transfer of the Proprietary Rights from Seller to Buyer; and

     (ii)  Such  other  bills of sale,  assignments  and  other  instruments  of
transfer or conveyance as may be necessary or as Buyer may reasonably request to
evidence and effect the sale, assignment,  transfer,  conveyance and delivery of
the Purchased Assets to Buyer.

     (b) Buyer's Deliveries. Buyer shall deliver to Seller:

     (i) Payment of the Cash  Purchase  Price by wire  transfer  of  immediately
available funds to a U.S. Bank account designated by Seller;

     (ii) The Warrant registered in Seller's name; and

     (iii) Such  documents and  instruments of assumption as may be necessary or
as Seller may reasonably  request to evidence and effect Buyer's  performance of
its obligations hereunder.

     (c) Joint  Deliveries.  Buyer and Seller  shall  enter  into the  following
agreements:

     (i) A  Technology  Transfer  Agreement,  in  substantially  the form of the
attached  Exhibit  B,  relating  to the use and  ownership  of any  intellectual
property used in the Sensor Products Business;

     (ii) An  occupancy  agreement  pursuant to which  Buyer may occupy  without
charge for not more than three months  following  the Closing  ($1.25 per square
foot per month or portion of a month thereafter) the space (other than the space
described  in clause  (iii)  below)  currently  occupied by the Sensor  Products
Business in Andrew's facility in Orland Park, Illinois;

     (iii) An  occupancy  agreement  pursuant to which Buyer may occupy  without
charge for not more than six months following the Closing ($1.25 per square foot
per month or portion  of a month  thereafter)  the  basement  space in  Andrew's
Orland Park, Illinois facility that is currently being used for fiber production
and testing;

     (iv) An  assignment  or  sublease  of the space  currently  occupied by the
Sensor Products Business in Andrew's leased facility in St. Petersburg, Florida;
and

     (v) A registration  rights agreement (the "Registration  Rights Agreement")
in substantially the form of the attached Exhibit C.

     (d) Other.  Seller  shall  receive  from each of Sid  Bennett  and  Jeffrey
Brunner a certificate substantially in the form of the attached Exhibit D.

III.       ASSUMPTION OF LIABILITIES.

     3.1. Excluded  Liabilities.  Buyer shall not assume or be obligated to pay,
perform or otherwise discharge any liability, obligation or commitment of Seller
(whether direct or indirect,  matured or umnatured,  known or unknown, absolute,
accrued, contingent or otherwise) not expressly assumed by Buyer pursuant to the
transactions  contemplated by this Agreement (all such liabilities,  obligations
or  commitments  not being  assumed are  collectively  referred to herein as the
"Excluded  Liabilities")  and,  notwithstanding  anything  in Section 3.2 to the
contrary,  none of the following shall be "Assumed  Liabilities" for purposes of
this Agreement:

     (a) Taxes.  Liabilities  in respect of any Taxes  imposed on the Seller for
all periods prior to the Closing Date;

                                                       
     (b) Intercompany Liabilities. Any trade or other accounts payable by Seller
to its Affiliates;

     (c) Trade Payables.  Any trade accounts payable by Seller to third parties;
and

     (d)  Personnel   Liabilities.   Seller's   liabilities  for  (i)  severance
compensation  to employees  who do not become  employees of Buyer,  (ii) retiree
medical or life insurance benefits, (iii) pension benefits for active or retired
employees of Seller or (iv) any  compensation or benefit,  other than credit for
accrued  vacation,  accrued or earned  prior to the  Closing by any  employee of
Seller who becomes an employee of Buyer as of Closing.

     (e) Product Liabilities. Any liability arising out of or in connection with
the sale of any product by Seller prior to the Closing Date.

     (f)  Environmental  Liabilities.   Any  liability  arising  out  of  or  in
connection  with the use,  storage,  manufacture or disposal of material used in
the  manufacture  of the  products,  or the  products,  of the  Sensor  Products
Business.

     (g)  Other  Liabilities.  Any  other  liability,  other  than  any  Assumed
Liability,  arising from the operation of the Sensor Products  Business prior to
the Closing.

     3.2.  Assumed  Liabilities.  Subject to Section 3.1, at the Closing,  Buyer
shall  assume and agree to  discharge  or  perform  the  following  liabilities,
obligations and commitments of Seller, as they may exist on the Closing Date:

     (a)  Executory  and  Other  Contracts.  All  liabilities,  obligations  and
commitments of Seller to be paid or performed after the Closing Date pursuant to
the contracts,  agreements,  leases or  commitments,  sales and purchase  orders
listed on Schedule 1.1(e);

     (b) Accrued  Vacation  Benefits.  Seller's  liability for accrued  vacation
benefits for each employee of Seller listed on the attached Schedule 3.2(b).

     All of the foregoing liabilities, obligations and commitments to be assumed
by Buyer are referred to herein as the "Assumed  Liabilities." In no event shall
Buyer assume or otherwise become  responsible for any liabilities of Seller,  or
any Persons that directly or indirectly control, are controlled by, or are under
common control with, Seller (collectively, "Affiliates"), other than the Assumed
Liabilities.

IV.      REPRESENTATIONS AND WARRANTIES OF SELLER.

     As an  inducement  to Buyer to enter into this  Agreement and to consummate
the transactions contemplated hereby, Seller represents and warrants to Buyer as
follows:

     4.1. Origin Seller is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.  Seller is duly qualified
to transact business as a foreign corporation and is in good standing in each of
the  jurisdictions  in which its  operations  relating  to the  Sensor  Products
Business  require it to qualify to transact  business as a foreign  corporation,
except  for  those  jurisdictions  where the  failure  to so  qualify  would not
reasonably be expected to have a material  adverse  effect on the Seller and its
operations  taken as a whole (a  "Material  Adverse  Effect")  or the ability of
Seller to consummate the transactions contemplated by this Agreement.

     4.2. Corporate  Authority.  Seller has the corporate power and authority to
execute and deliver this Agreement and to perform its obligations hereunder and,
to the extent required, each Subsidiary has the corporate power and authority to
perform the obligations  required of it hereunder.  The execution,  delivery and
performance of this  Agreement by Seller have been duly  authorized by their its
board of directors and the performance by each Subsidiary,  if required, will be
duly authorized by its board of directors and by Seller as its sole stockholder.
This  Agreement has been duly executed and delivered by Seller and is the legal,
valid and binding  obligation  of Seller,  enforceable  against it in accordance
with its terms,  except as such  enforceability may be limited by (a) applicable
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
affecting  the  enforcement  of  creditors'  rights  generally  and (b)  general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     4.3. No Conflict.  The execution  and delivery of this  Agreement by Seller
and the consummation by Seller of the transactions contemplated herein will not:

     (a) Conflicts.  Conflict with, result in a breach of the terms,  conditions
or  provisions  of, or  constitute  a  default,  an event of default or an event
creating rights of acceleration,  termination or cancellation,  or result in the
creation or imposition of any lien on any of the Purchased Assets, under (i) the
charter or By-Laws of Seller,  (ii) any  agreement  listed in  Schedule  1.1(e),
(iii)  any  other  note,  instrument,   agreement,   mortgage,  lease,  license,
franchise,  permit or other authorization,  right,  restriction or obligation to
which  Seller is a party or any of the  Purchased  Assets is  subject,  (iv) any
judgment,  order,  award or  decree  of any  federal,  state  or local  court or
tribunal or any award in any  arbitration  proceeding (a "Court Order") to which
Seller is a party or pursuant to which the  Purchased  Assets are bound,  or (v)
any  federal,  state or  local  laws,  statutes,  regulations,  rules,  codes or
ordinances  (collectively,  "Requirements of Law") enacted,  adopted,  issued or
promulgated  by any  federal,  state or local  governmental  authority,  body or
instrumentality  ("Governmental  Body"),  the  effect  of which in any such case
would adversely  affect the Purchased  Assets,  the Sensor Products  Business or
Seller's ability to consummate the transactions contemplated hereby; or

     (b) Approvals.  Require the approval, consent,  authorization or act of, or
the making by Seller of any  declaration,  notification,  filing or registration
with, any  individual,  corporation,  partnership,  joint venture,  association,
trust,  unincorporated  organization  or  Governmental  Body (each, a "Person"),
except for the consent of the landlord to the assignment or sublease by Buyer of
Seller's St. Petersburg, Florida facility.

                                                               
     4.4.  Title to and  Condition  of  Purchased  Assets.  Seller  has good and
marketable  title to (or valid and  enforceable  leasehold,  license  or similar
interests in) all of the Purchased Assets, free and clear of all liens,  claims,
charges, security interests, mortgages, pledges, easements, conditional sales or
other  title  retention  agreements,   defects  in  title,  covenants  or  other
restrictions  (collectively,  the "Encumbrances"),  other than Encumbrances that
would not  reasonably  be expected to impair  materially  the utility,  value or
marketability of the Purchased

     CONDITION OF ANY OF THE PURCHASED ASSETS,  SUCH PURCHASED ASSETS BEING SOLD
AS IS AND WHERE IS, EXCEPT AS OTHERWISE  EXPRESSLY  PROVIDED HEREIN,  AND SELLER
EXPRESSLY  EXCLUDES ALL  LIABILITY  FOR THE  CONDITION  OF ANY OF THE  PURCHASED
ASSETS TO THE FULLEST EXTENT PERMITTED BY LAW.

     4.5. Proprietary Rights.

     (a) Notice of Claim.  Seller has not received  written  notice of any claim
contesting the ownership,  validity, license or use of the Proprietary Rights by
Seller or the sale of products  and  services  included  in the Sensor  Products
Business and, to Seller's knowledge, there is no basis for any such claim;

     (b) Rights.  Seller owns or possesses valid and  enforceable  rights to use
the  Proprietary  Rights and has the right to manufacture  and sell the products
and  services  currently  manufactured  and sold as part of the Sensor  Products
Business.

     (c) Licenses.  Set forth on the attached  Schedule  4.5(c) is a list of all
licenses (other than licenses of  off-the-shelf  software) to and from Seller of
any Proprietary Right;

     (d) No Royalties Payable.  Seller has no obligation to pay any royalties or
other fees to third parties for the use of any Proprietary Rights.

     (e) No  Infringement.  Seller is not aware of any infringement by others of
the rights in the Proprietary Rights being transferred by Seller to Buyer.

     (f) No Unauthorized Possession. To the knowledge of Seller, no person other
than Seller and its licensors has possession of any products  embodying Relevant
Technology,  except to the extent the same have been made available to customers
and prospective customers of Seller in the ordinary course of business.

     4.6.  Status of  Contracts.  Except  as  previously  disclosed  to Buyer in
writing:

     (a) Each of the  contracts,  agreements  and  other  commitments  of Seller
listed in Schedule 1. I (e) (collectively,  the "Seller Agreements") constitutes
a valid  obligation  of Seller  and, to Seller's  knowledge,  the other  parties
thereto, and is in full force and effect; Assets.  SELLER'S NO REPRESENTATION OR
WARRANTY-AS TO THE:

     (b) Seller  has not been  declared  to be in  material  breach or  material
default under any of the Seller Agreements and, to Seller's knowledge,  no other
party to any of the Seller  Agreements is in material breach or material default
thereunder; and

     (c) to Seller's knowledge,  copies of all Seller Agreements,  including any
amendments thereto, have been made available to Buyer.

     4.7. Purchase for Own Account.  The Warrant is being acquired by Seller for
its own account for investment and Seller has no present  intention of reselling
or otherwise  distributing  the Warrant or shares issuable upon exercise thereof
or any part thereof; provided that the disposition of Seller's property shall at
all times be and remain within its control.  Seller understands that the Warrant
and shares  issuable upon exercise  thereof have not been  registered  under the
Securities Act of 1933, as amended, and may not be sold or disposed of by Seller
except  pursuant  to  an  effective   registration  statement  or  an  exemption
therefrom.

     4.8. No Liability to Finder.  Neither  Seller nor any Person  acting on its
behalf has retained any broker,  finder,  investment banker or financial advisor
in connection  with this Agreement or any  transaction  contemplated  hereby for
which the Buyer may be directly or indirectly liable.

V.       BUYER'S REPRESENTATIONS AND WARRANTIES.

     As an inducement  to Seller to enter into this  Agreement and to consummate
the transactions contemplated hereby, Buyer represents and warrants to Seller as
follows:

     5.1. Organization . Buyer is a corporation duly organized, validly existing
and in good  standing  under  the laws of the State of  Delaware.  Buyer has the
corporate power and authority to consummate the transaction contemplated by this
Agreement  and to conduct the Sensors  Products  Business  thereafter.  Promptly
following the Closing,  Buyer will be duly  qualified to transact  business as a
foreign corporation in the States of Illinois and Florida.

     5.2.  Corporate  Authority.  Buyer has the corporate power and authority to
execute  and  deliver  this  Agreement  and  the  Warrant  and  to  perform  its
obligations hereunder and thereunder. The execution, delivery and performance of
this  Agreement and the Warrant by Buyer have been duly  authorized its board of
directors.  This Agreement and the Warrant have been duly executed and delivered
by Buyer and are the legal, valid and binding obligations of Buyer,  enforceable
against it in accordance with their terms,  except as such enforceability may be
limited by (a)applicable bankruptcy, insolvency,  reorganization,  moratorium or
other similar laws affecting the enforcement of creditors'  rights generally and
(b) general principles of equity  (regardless of whether such  enforceability is
considered in a proceeding in equity or at law).

     5.3.  Issuance of Shares.  The shares of Buyer's common stock issuable upon
exercise of the Warrant have been duly and validly  authorized  and reserved for
issuance  and, when issued,  sold and delivered in accordance  with the terms of
the Warrant, will be duly and validly issued, fully paid and nonassessable.


     5.4. No Conflict.  The  execution  and delivery of this  Agreement  and the
Warrant and the  consummation by Buyer of the transactions  contemplated  herein
will not:

     (a) Conflicts.  Conflict with, result in a breach of the terms,  conditions
or  provisions  of, or  constitute  a  default,  an event of default or an event
creating rights of acceleration,  termination or cancellation,  or result in the
creation  or  imposition  of any lien on any of  Buyer's  assets,  under (i) the
charter or By-Laws of Buyer,  (ii) any  material  note,  instrument,  agreement,
mortgage,  lease,  license,  franchise,  permit or other  authorization,  right,
restriction  or obligation to which Buyer is a party or any of its properties is
subject,  (iii)  any  Court  Order to  which  Buyer is a party or by which it is
bound, or (iv) any Requirements of Law affecting Buyer; or

     (b) Approvals.  Require the approval, consent,  authorization or act of, or
the making by Buyer of any  declaration,  filing,  notification  or registration
with,  any Person;  except in each case, for any of the foregoing that would not
be reasonably  expected to have a material  adverse effect on Buyer's ability to
consummate the transactions contemplated herein.

     5.5.  Buyer's  Investigation.  Buyer  and  its  representatives  have  been
provided by Seller with  reasonable  access during normal  business hours to the
offices,  properties,  employees  and business and  financial  records of Seller
relating to the Sensor Products  Business,  and Seller has furnished to Buyer or
its representatives such additional  information concerning the Purchased Assets
and the Sensor Products  Business as Buyer has requested.  Buyer understands and
acknowledges that Seller is selling the Purchased Assets and the Sensor Products
Business  as is and  where  is and  that  SELLER  MAKES NO  EXPRESS  OR  IMPLIED
REPRESENTATION OR WARRANTY AS TO  MERCHANTABILITY  OR FITNESS FOR ANY PARTICULAR
PURPOSE OF THE PURCHASED  ASSETS OR THE SENSOR  PRODUCTS  BUSINESS,  NOR DOES IT
MAKE ANY REPRESENTATION AS TO THE COLLECTABILITY OF ANY RECEIVABLES.

     5.6. No Liability  to Finder.  Neither  Buyer nor any Person  acting on its
behalf has retained any broker,  finder,  investment banker or financial advisor
in connection  with this Agreement or any  transaction  contemplated  hereby for
which Seller or Seller may be directly or indirectly liable.

VI.      MUTUAL AGREEMENTS.

     6.1. Taxes. Buyer shall pay all Taxes,  recording fees,  personal property,
title application fees, patent and trademark assignment  registration -fees, and
any other  transfer  taxes and fees  arising  by virtue of the  transfer  of the
Purchased Assets from Seller to Buyer.

     6.2. Access to Records After Closing. Seller and Buyer agree that after the
Closing Date they will give,  or cause to be given,  to the other  party,  their
successors and their  representatives,  during normal  business hours and at the
requesting  party's expense,  such reasonable access to the properties,  titles,
contracts,  books,  records,  files and documents applicable to, and the affairs
of,  the Sensor  Products  Business  or the  Purchased  Assets as is  reasonably
necessary  to allow  the  requesting  party to obtain  information  in the other
party's possession with respect to the Sensor Products Business or the Purchased
Assets.

     6.3.  Reasonable  Efforts;  Further  Assurances.  Each of Seller  and Buyer
agrees to use its reasonable  efforts to take, or cause to be taken, all action,
and to do,  or cause to be done,  all  things  reasonably  necessary,  proper or
advisable to consummate and make effective the transactions contemplated by this
Agreement.  In case at any time after the  Closing  Date any  further  action is
necessary  to carry out the  purposes  of this  Agreement,  the proper  officers
and/or  directors of Seller or Buyer, as the case may be, shall take such action
without any further consideration therefor.

     6.4.  Vacation of  Seller's  Facilities.  Buyer will make every  reasonable
effort to  vacate  Seller's  facilities  in  advance  of the  expiration  of the
occupancy rights under the agreements referred to in Section 2.2(c),  consistent
with maintaining an orderly business transition.  Seller will cooperate with and
support Buyer in Buyer's  efforts to move  efficiently  the Tangible  Assets and
personnel acquired by Buyer from Seller's facilities.

     6.5.  Seller's  Noncompete  Agreement.  Seller agrees that, for a period of
five years from the  Closing  Date,  Seller will not,  directly  or  indirectly,
engage or participate  in, or permit its name to be used by, or render  services
for,  any  person or entity  that is  engaged in the  business  currently  being
conducted by the Sensor Products Business;  provided,  however,  that nothing in
this  Agreement  shall  prevent  Seller from  acquiring or owning,  as a passive
investment,  not  more  than  5%  of  the  outstanding  publicly  traded  voting
securities  of an entity  engaged in such  business.  During the one year period
following the Closing Date, Seller shall not encourage,  solicit, induce or seek
to induce any  employee  of the Buyer who was  formerly an employee of Seller to
leave such employment for any reason.

     6.6.  Seller's  Indemnification.  Seller agrees to indemnify and hold Buyer
harmless  from and  against  any  damage,  liability,  loss or  cost,  including
reasonable  attorney's  fees (any such  damage,  liability,  loss or cost  being
hereinafter referred to as an "Indemnified  Loss"),  arising out of or resulting
from,  and will pay  Buyer on  demand  the full  amount  Buyer may pay or become
obligated  to pay in  respect  of any claim,  suit or  proceeding  based upon or
arising out of.

     (a) any Excluded Liability; and

     (b) any material inaccuracy in any representation or any material breach by
Seller of any warranty made by Seller in this Agreement.

     Buyer  shall give prompt  written  notice to Seller of any claim that might
give rise to an Indemnified Loss, stating the nature,  basis and amount thereof,
if known, or a reasonable  estimate of such amount.  In case of any suit, claim,
action or proceeding to which this Section 6.6 may apply, Seller may participate
therein, and, to the extent that Seller may wish, to assume the defense thereof,
and after  notice from Seller to Buyer of its election so to assume the defense,
Seller  shall  not be  liable  to Buyer  for  additional  legal  or other  costs
subsequently  incurred by Buyer in connection with the defense.  Buyer agrees to
make available to Seller and its counsel,  at all reasonable times during normal
business hours, all books and records of Buyer (including to the extent required
Proprietary  Rights)  relating to such suit or proceeding  and to provide Seller
with such assistance  (including  making  available  former Seller  employees to
testify)  as Seller  may  reasonably  require  to insure a proper  and  adequate
defense.

     6.7.  Buyer's  Indemnification.  Buyer agrees to indemnify  and hold Seller
harmless  from and  against  any  damage,  liability,  loss or  cost,  including
reasonable  attorney's  fees (any such  damage,  liability,  loss or cost  being
hereinafter referred to as an "Indemnified  Loss"),  arising out of or resulting
from,  and will pay  Seller on demand the full  amount  Seller may pay or become
obligated  to pay in  respect  of any claim,  suit or  proceeding  based upon or
arising out of:

     (a) any Assumed Liability;

     (b) any material inaccuracy in any representation or any material breach by
Buyer of any warranty made by Buyer in this Agreement;

     (c) any  liability  for alleged  discrimination  arising  from  Buyer's not
extending  an  offer  of  employment  to any  employee  of the  Sensor  Products
Business; and

     (d) any  liability  arising  from  the  operation  of the  Sensor  Products
Business after the Closing.

     Seller  shall give prompt  written  notice to Buyer of any claim that might
give rise to an Indemnified Loss, stating the nature,  basis and amount thereof,
if known, or a reasonable  estimate of such amount.  In case of any suit, claim,
action or proceeding to which this Section 6.7 may apply,  Buyer may participate
therein,  and, to the extent that Buyer may wish, to assume the defense thereof,
and after  notice from Buyer to Seller of its election so to assume the defense,
Buyer  shall  not be  liable  to  Seller  for  additional  legal or other  costs
subsequently incurred by Seller in connection with the defense. Seller agrees to
make available to Buyer and its counsel,  at all reasonable  times during normal
business  hours,  all  books and  records  of  Seller  relating  to such suit or
proceeding  and to provide Buyer with such  assistance  as Buyer may  reasonably
require to insure a proper and adequate defense.

VII.       GENERAL PROVISIONS.

     7.1.  Survival The  representations,  warranties,  covenants and agreements
provided for in this  Agreement  shall  survive the Closing and be unaffected by
any investigation made by or on behalf of any party hereto.

     7.2.  Public  announcement.  Buyer and  Seller  agree that  neither  shall,
without the prior  written  approval  of the other,  make any  additional  press
release or other public announcement concerning the transactions contemplated by
this  Agreement,  except as and to the extent  that any such  party  shall be so
obligated by law or by the rules and  regulations  of any  competent  regulatory
body or any securities  exchange on which its  securities  are traded,  in which
case the other  party  shall be advised in writing in  advance,  and the parties
shall  use  their  best  efforts  to  cause  a  mutually  agreeable  release  or
announcement  to be issued.  Buyer and Seller have  agreed to jointly  issue the
press  release  in the form of the  attached  Exhibit D promptly  following  the
Closing.

     7.3. Notices. Any notice,  request,  instruction or other document required
to be given  hereunder  shall be in writing and delivered  personally or sent by
registered  or certified  mail,  postage  prepaid,  by  overnight  courier or by
facsimile,  cablegram or telex,  according to the  instructions set forth below.
Such notices shall be deemed given: at the time delivered by hand, if personally
delivered;  at the time received if sent by registered  or certified  mail;  one
business day after deposited with an overnight  courier (provided sender obtains
written  evidence of delivery  from the  courier);  at the time when  receipt is
confirmed by the  receiving  facsimile  machine if sent by  facsimile  (provided
written  notice by one of the  other  means is sent on the same  day);  and when
answered back if sent by cablegram or telexed.

                  If to Buyer, to:

                  Martin Kits van Heyningen
                  President & Chief Executive Officer
                  KVH Industries Inc.
                  50 Enterprise Center
                  Middletown, Rhode Island 02842
                  Telecopy: (401) 849-0045
                  Telephone: (401)847-3327




                  with a copy to:

                  Adam Sonnenschein
                  Foley, Hoag & Eliot LLP
                  One Post Office Square
                  Boston, Massachusetts 02109
                  Telecopy:       (617) 832-7000
                  Telephone:      (617) 832-1158

                  If to Seller, to:

                  James F. Petelle
                  Secretary and General Attorney
                  Andrew Corporation
                  10500 West 153rd Street
                  Orland Park, Illinois 60462
                  Telecopy:       (708) 873-2571
                  Telephone: (708)-873-2570


                    With a copy to:

                    Dewey B. Crawford
                    Gardner, Carton & Douglas
                    Quaker Tower
                    321 North Clark Street
                    Suite 3400
                    Chicago, Illinois 60610-3381
                    Telecopy:       (312) 644-3381
                    Telephone:      (312) 245-8422

     7.4.  Governing Law. Except as otherwise  provided  herein,  this Agreement
shall be governed by and construed in  accordance  with the internal laws of the
State of Illinois.

     7.5. Expenses.  Regardless of whether the transactions provided for in this
Agreement  are  consummated,  each party shall pay its own expenses  incident to
this  Agreement and to preparing to  consummate  the  transactions  provided for
herein.

     7.6. Successors and Assigns. This Agreement shall be binding upon and inure
to the  benefit  of the  parties  hereto,  and  their  successors  and  assigns;
provided,  however,  that no party may assign any or all of its rights hereunder
without the prior written consent of the other party.

     7.7.  Parties in Interest.  Nothing in this Agreement is intended to confer
any rights or remedies under or by reason of this Agreement on any persons other
than Buyer and Seller and their respective successors and permitted assigns.

     7.8.  Execution in  Counterparts.  This Agreement may be executed in two or
more counterparts,  each of which shall be deemed an original agreement, but all
of which together shall constitute one and the same instrument.

     7.9.  Titles and Heading.  Titles and  headings to sections  herein are for
purposes of reference only and shall in no way limit, define or otherwise affect
the provisions herein.

     7. 1 0. Entire  Agreement.  This Agreement and the deeds,  assignments  and
other  instruments  of transfer and  conveyance  exchanged by the parties at the
Closing shall  constitute the entire agreement among the parties with respect to
the matters covered hereby and thereby and shall supersede all previous written,
oral or implied understandings among the parties with respect to such matters.

     7.1 1. Amendment and Modification.  This Agreement may be amended, modified
- -or  supplemented  only by mutual  consent set forth in a writing duly signed by
the parties hereto.

     7.12. Time. Time is of the essence under this Agreement.



     IN WITNESS  WHEREOF the parties have executed this  Agreement as of the day
and year first above written.


     KVH INDUSTRIES, INC.


     By: Name:/s/Richard C. Forsyth          Title:    CFO


      ANDREW CORPORATION 

     By: Name:/s/ F.L. English                Title:   President





                    Exhibit-99 COMMON STOCK PURCHASE WARRANT

This  security and the Common Stock  issuable  thereby have not been  registered
under the Securities Act of 1933, as amended,  and has been and will be acquired
for investment  and not with a view to  distribution  or resale,  and may not be
sold,  mortgaged,  pledged,  hypothecated  or otherwise  transferred  without an
effective registration thereof, or an opinion of counsel reasonably satisfactory
to the Company and its counsel that registration is not required under such Act.

  No. CSPW-1                                                  October 30, 1997

                              KVH INDUSTRIES, INC.
                          Common Stock Purchase Warrant

     This Common Stock Purchase  Warrant (this  "Warrant")  evidences  that, for
value received,  Andrew  Corporation,  or assigns,  is entitled,  subject to the
terms set forth  below,  to  purchase  from KVH  INDUSTRIES,  INC.,  a  Delaware
corporation (the "Company'),  at any time or from time to time before 5:00 P.M.,
Rhode Island time,  on October 30, 2002 (the  "Expiration  Date"),  50,000 fully
paid and nonassessable  shares of Common Stock, par value $.01 per share, of the
Company,  at a purchase price per share of eight dollars  ($8.00) (such purchase
price per share as adjusted from time to time as herein  provided is referred to
herein as the  "Purchase  Price").  The number and  character  of such shares of
Common Stock and the Purchase Price are subject to adjustment as provided
  herein.

     This  Warrant  is  the  Common  Stock  Purchase   Warrant  (the  "Warrant")
evidencing the right to purchase shares of Common Stock of the Company issued in
connection with the closing of the  transactions  contemplated by Asset Purchase
Agreement of even date herewith between the Company and Andrew Corporation.

     As used herein the following terms,  unless the context otherwise requires,
have the following respective meanings:

     (a)  The  term  "Company"  shall  include  KVH  Industries,  Inc.  and  any
corporation  that shall succeed to, or assume,  the  obligations  of the Company
hereunder.

     (b) The term "Common Stock"  includes (a) the Company's  Common Stock,  par
value $.01 per share,  as  authorized  on -the date of this  Warrant and (b) any
other  securities  into  which or for  which  any of such  Common  Stock  may be
converted or exchanged pursuant to a plan of  recapitalization,  reorganization,
merger, sale of assets or otherwise.

     (c) The term  "Other  Securities" refers  to any stock  (other  than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the  holders of this  Warrant at any time shall be entitled to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common-non  Stock or Other
Securities pursuant to section 5 or otherwise.

     1. Exercise

     1.1. Full Exercise. This Warrant may be exercised in full at any time on or
prior to the Expiration  Date by the holder hereof by surrender of this Warrant,
with the form of subscription at the end hereof duly executed by such holder, to
the Company at its  principal  office,  accompanied  by  payment,  in cash or by
cashier's, certified or official bank check payable to the order of the Company,
in the amount  obtained by multiplying  the number of shares of Common Stock for
which this Warrant is then exercisable by the Purchase Price then in effect.

     1.2. Partial  Exercise.  This Warrant may be exercised in part by surrender
of this  Warrant in the  manner and at the place  provided  in  subsection  1. 1
except that the amount  payable by the holder on such partial  exercise shall be
the amount  obtained  by  multiplying  (a) the number of shares of Common  Stock
designated  by the  holder  in the  subscription  at the end  hereof  by (b) the
Purchase Pr-ice then in effect.  On any such partial exercise,  the Company,  at
its expense, will forthwith issue and deliver to or upon the order of the holder
hereof a new Warrant in all respects identical hereto, in the name of the holder
hereof or as such holder (upon payment by such holder of any applicable transfer
taxes) may request,  calling in the aggregate on the face thereof for the number
of shares of Common Stock for which such Warrant may still be exercised.

     2. Deliver etc., on Execution

     As soon as  practicable  after the  exercise of this  Warrant in full or in
part, and in any event within 5 business days thereafter, the Company will cause
to be issued  in the name of and  delivered  to the  holder  hereof,  or as such
holder  (upon  payment  by such  holder of any  applicable  transfer  taxes) may
direct,  a  certificate  or  certificates  for the  number  of  fully  paid  and
nonassessable  shares of Common Stock or Other  Securities,  as  applicable,  to
which such  holder  shall be  entitled  on such  exercise,  and,  in lieu of any
fractional  share to which such holder would  otherwise be entitled,  the holder
shall receive cash equal to such fraction multiplied by the fair market value of
one share of  Common-non  Stock at the time of exercise  computed to the nearest
whole cent.

     3. Adjustment of Common Stock I

     3. 1. Adjustment of Number-of Shares.  Upon each adjustment of the Purchase
Price,  the number of shares of Common Stock that the registered  holder of this
Warrant shall be entitled to purchase at the Purchase  Price  resulting from the
adjustment  shall be  obtained  by  multiplying  the  Purchase  Price in  effect
immediately  prior  to such  adjustment  by the  number  of  shares  purchasable
pursuant  hereto  immediately  prior to such adjustment and dividing the product
thereof by the Purchase Price resulting from such adjustment.

     3.2.  Adjustment of Purchase Price.  The Purchase Price shall initially- be
eight dollars ($8) per share, shall be adjusted and readjusted from time to time
as provided in this section 3.2 and, as so adjusted or readjusted,  shall remain
in effect until a further adjustment

     or readjustment thereof is required by this section 3.2. The Purchase Price
shall be subject to adjustment as follows:

     (a)  Subdivision or Combination of Stock.  In case the Company shall at any
time subdivide its outstanding common shares into a greater number of shares (by
way of dividend,  split or otherwise),  the Purchase Price in effect immediately
prior to the  subdivision  shall be  proportionately  reduced,  and, in case the
outstanding  common shares shall be combined into a smaller number of shares (by
way of reverse split or  otherwise),  the Purchase  Price in effect  immediately
prior to the combination shall be proportionately increased.

     (b)   Reorganization  or   Reclassification.   If  any   reorganization  or
reclassification of the capital stock of the Company shall be effected in such a
way (including,  without limitation, by way of consolidation or merger or a sale
of all or  substantially  all its assets) that holders of common shares shall be
entitled to receive  stock,  securities or assets with respect to or in exchange
for  common-non   shares,   then,  as  a  condition  of  the  reorganization  or
reclassification,  lawful and  adequate  provisions  shall be made  whereby  the
holder of this Warrant shall  thereafter  have the right to receive,  in lieu of
the common shares of the Company  theretofore  receivable upon the conversion of
such  shares,  such  shares of stock,  securities  or assets as may be issued or
payable with  respect to or in exchange  for a number of common  shares equal to
the number of common shares  theretofore so receivable had the reorganization or
reclassification  not taken place,  and in any such case  appropriate  provision
shall be made with respect to the rights and  interests of the holder to the end
that the provisions of this Section 3 shall thereafter be applicable,  as nearly
as may be, in relation to any shares of stock,  securities or assets  thereafter
deliverable  upon the  exercise of those  conversion  rights.  In the event of a
i-merger  or  consolidation  of the  Company  as a result of which a greater  or
lesser  number of common  shares of the  surviving  corporation  are issuable to
holders of common  shares of the Company  outstanding  immediately  prior to the
merger or consolidation,  the Purchase Price in effect  immediately prior to the
merger or  consolidation  shall be adjusted  in the same manner as though  there
were a subdivision or combination of the  Outstanding  common-non  shares of the
Company in accordance with Section 3.2(a).

     (c) Certain  Dividends.  In case the Company  shall declare a dividend upon
the Common Stock payable  otherwise  than Out of earnings or surplus (other than
paid-in  surplus) or otherwise  than in Common  Stock or a security  convertible
into or exchangeable for Common Stock, the Purchase Price in effect  immediately
prior to the  declaration  of such dividend shall be reduced by an amount equal,
in the case of a dividend in cash,  to the amount  thereof  payable per share of
the  Common  Stock  or,  in the case of any other  dividend,  to the fair  value
thereof per share of the Common Stock as determined in good faith by or pursuant
to the  directions and  authorization  of the Board of Directors of the Company.
For the  purposes  of the  foregoing,  a  dividend  other  than in cash shall be
considered  payable out of earnings or surplus (other than paid-in surplus) only
to the extent that such  earnings or surplus are charged an amount  equal to the
fair value of such  dividend as  determined  in good faith by or pursuant to the
directions  and  authorization  of the Board of Directors  of the Company.  Such
reductions  shall take  effect as of the date on which a record is taken for the
purpose of such dividend, or, if a record is not taken, the date as of which the
holders  of  Common  Stock  of  record  entitled  to  such  dividend  are  to be
determined.

     3.4 Notice of Adjustment.  Upon any adjustment of the Purchase Price or the
number of shares of Common Stock or Other Security to be issued,  as applicable,
then in each such case the Company shall give written notice  thereof,  by first
class mail, postage prepaid,  addressed to the registered holder of this Warrant
at the  address of such  holder as shown on the  records of the  Company,  which
notice shall state the Purchase Price or the number of shares of Common Stock or
Other  Security to be issued,  as applicable,  resulting  from such  adjustment,
setting forth in reasonable  detail the method of calculation and the facts upon
which  such  calculation  is based.  A copy of such  notice  shall also be filed
promptly by the Company with the transfer  agent (if other than the Company) for
the Common Stock.

     4.  Registration of Stock. The Company covenants and agrees that all shares
which may be issued upon the exercise of this Warrant will,  upon  issuance,  be
legally and validly  issued,  fully paid,  and  nonassessable  and free from all
taxes, liens, and charges with respect to the issue thereof. The Company further
covenants  and agrees that during the period  within  which this  Warrant may be
converted,  the  Company  will at all  times  have  authorized  and  reserved  a
sufficient  number of shares of its Common  Stock to provide for the exercise of
this Warrant in full.

     5. Notice of Capital Change. In case:

     (1) the Company  shall  declare a dividend on its Common  Stock  payable in
shares of its capital stock; or

     (2) the Company  shall  authorize the issuance to all holders of its Common
Stock of rights or warrants to  subscribe  for or purchase  shares of its Common
Stock or of any other subscription rights or warrants; or

     (3) the Company  shall  authorize  the  distribution  to all holders of its
Common Stock of evidences of its indebtedness or other property (other than cash
dividends paid out of retained earnings), or

     (4) the Company  shall fix a record date for  approval of any  subdivision,
combination, recapitalization or reclassification of its Common-non Stock, or of
any  consolidation  or  merger  to which  the  Company  is a party and for which
approval  of any  stockholders  of the  Company  is  required,  or of the  sale,
transfer or other  disposition of all or substantially  all of the assets of the
Company; or

     (5) the Company  shall fix a record date for  approval of the  voluntary or
involuntary dissolution, liquidation or winding up of the Company; or


     (6) the  Company  proposes to take any action  (other than any  referred to
above) which would require an adjustment of the number of shares of Common Stock
issuable upon exercise of this Warrant and the Purchase Price therefor  pursuant
to the provisions of Section 3 above; or

     (7) the  Company  shall  receive  notice or become  aware of any  purchase,
tender or exchange  offer for shares of Common  Stock;  then,  the Company shall
give the registered  holder of this Warrant written notice,  by registered mail,
postage prepaid,  in each of said cases other than clause (7) above, of the date
on  which  (i) a  record  shall be taken  for  such  dividend,  distribution  or
subscription  rights or (ii) such  subdivision,  combination,  recapitalization,
reclassification,    consolidation,   merger,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding up shall take  place,  as the case may be,
and, in the case of clause (7) above, containing the information communicated by
the Company to the holders of its Common  Stock with  respect to such  purchase,
tender or exchange  offer.  Such notice  shall also specify the date as of which
the  holders  of Common  Stock of record  shall  participate  in such  dividend,
distribution  or  subscription  rights,  or shall be entitled to exchange  their
Common Stock for securities or other property deliverable upon such subdivision,
combination,  recapitalization,  reclassification,  consolidation, merger, sale,
transfer, disposition,  dissolution,  liquidation or winding up, as the case may
be. Such  written  notice  shall be given at least twenty (20) days prior to the
action in  question  and not less than ten (10) days prior to the record date in
respect thereof or, in the case of clause (7) above, at such time as the Company
communicates in writing to the holders of its Common Stock the existence of such
purchase, tender or exchange offer.

     6. Replacement of Warrants. On receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     7. Transfer of Warrant. This Warrant is issued upon the following terms, to
all of which each  holder or owner  hereof by the taking  hereof  -consents  and
agrees:

     (a) (i)- title to this Warrant may be transferred  by  endorsement  (by the
holder  hereof  executing the form of assignment at the end hereof) and delivery
in the same manner as in the case of a  negotiable  instrument  transferable  by
endorsement and delivery;

     (ii)  any  person  in  possession  of this  Warrant  properly  endorsed  is
authorized  to  represent  himself as absolute  owner hereof and is empowered to
transfer absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser  hereof for value;  each prior taker or owner waives and renounces all
of his  equities  or  fights  in this  Warrant  in favor of each  such  bonafide
purchaser, and each such bona fide purchaser shall acquire absolute title hereto
and to all rights represented hereby;

     (iii) until this Warrant is  transferred  on the books of the Company,  the
Company may treat the registered  holder hereof as the absolute owner hereof for
all purposes, notwithstanding any notice to the contrary.

     (b) The holder of the Warrant  agrees that it will neither (i) transfer the
Warrant  prior to delivery to the Company of the opinion of counsel  referred to
in, and to the effect described in, subsection (c) hereof, or until registration
hereof under the Securities Act of 1933, as amended (the "Securities  Act"), and
any applicable state securities or blue sky laws has become effective,  nor (ii)
transfer the shares of Common Stock into which the Warrant was  exercised  prior
to delivery to the Company of the opinion of counsel  referred to in, and to the
effect described in, subsection (c) hereof, or until registration of such shares
under the Securities Act and any  applicable  state  securities or blue sky laws
has become effective.

     (c) Except as otherwise expressly provided herein, by its acceptance hereof
the holder of the Warrant  agrees  that,  prior to any  transfer of the Warrant,
such holder will deliver to the Company a statement  setting forth the intention
of such  holder's  prospective  transferee  with  respect  to its  retention  or
disposition  of the Warrant  together  with a signed copy of the opinion of such
holder's counsel,  to the effect that the proposed transfer of the Warrant i-nay
be effected  without  registration  under the  Securities Act and any applicable
state  securities  or blue sky laws.  The  holder of the  Warrant  shall then be
entitled to transfer the Warrant in  accordance  with the statement of intention
delivered by such holder to the Company.

     (d)  Notwithstanding  any  provisions  contained  in  this  Warrant  to the
contrary,  the sale or  transfer  of any  shares of Common  Stock into which the
Warrant may be exercised shall be subject to the provisions of the  Registration
Rights Agreement.

     8. Notices,  etc. All notices and other  communications from Company to the
holder of this Warrant  shall be mailed by first class  registered  or certified
mail, postage prepaid, at such address as may have been furnished to the Company
in writing by such holder or, until any such holder  furnishes to the Company an
address, then to, and at the address of, the last holder of this Warrant who has
so furnished an address to the Company.

     9.  Miscellaneous.  This Warrant contains the entire agreement  between the
holder  hereof and the  Company  with  respect to the Common  Stock  purchasable
hereunder.  This Warrant and any term hereof may be changed, waived,  discharged
or terminated only by an instrument in writing signed by the party against which
enforcement of such change,  waiver,  discharge or  termination is sought.  This
Warrant shall be construed  and enforced in accordance  with and governed by the
laws of the State of Delaware.  The headings in this Warrant are for purposes of
reference  only,  and shall not  Iii-nit  or  otherwise  affect any of the terms
hereof. The invalidity or  unenforceability  of any provision hereof shall in no
way affect the validity or enforceability of any other provision.

                       KVH INDUSTRIES, INC.


                        By:/s/  Richard C. Forsyth
                         Authorized Officer
                                                              



                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)


                  TO KVH INDUSTRIES, INC.

     The  undersigned,  the holder of the  within  Warrant,  hereby  irrevocably
elects to exercise  this  Warrant  for,  and to purchase  thereunder,  shares of
Common Stock of KVH  INDUSTRIES,  INC. and herewith  payment of $ therefor,  and
requests  that the  certificates  for such  shares be issued in the name of, and
delivered to whose address is


Dated:
     (Signature must conform-n to name of holder as specified on the face of the
Warrant)

     Address



                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)

     For value received,  the undersigned hereby sells,  assigns,  and transfers
unto the right  represented by the within  Warrant to purchase  shares of Common
Stock of KVH INDUSTRIES,  INC. to which the within Warrant relates, and appoints
Attorney to transfer such right on the books of KVH  INDUSTRIES,  INC. with full
power of substitution in the premises.

Dated:
     (Signature  must  conform to name of holder as specified on the face of the
Warrant)