
<PAGE>


                                                                EXHIBIT 10(41)


SHAREHOLDERS AGREEMENT

     Shareholders Agreement, dated as of February 16, 1996 (this 
"Agreement"), between Vernitron Corporation, a Delaware corporation 
("Parent"), its wholly owned subsidiary, PA Acquisition Corporation 
("Purchaser"), and the parties listed on Schedule I hereto (collectively the 
"Sellers").

     Concurrently herewith, Parent, Purchaser and Precision Aerotech, Inc., a 
Delaware corporation (the "Company"), are entering into an Agreement and Plan 
of Merger of even date herewith (the "Merger Agreement"; terms used but not 
defined herein shall have the meanings set forth in the Merger Agreement), 
pursuant to which Purchaser agrees to merge into the Company and, in the 
Merger, upon the terms and subject to the conditions set forth therein, each 
Share will be converted into the right to receive the Merger Price.

     As of the date hereof, Sellers beneficially own directly in the 
aggregate 749,788 Shares (together with any other securities of the Company 
or its subsidiaries hereafter acquired by either Seller, collectively, the 
"Sellers' Shares").

     As a condition to their willingness to enter into the Merger Agreement 
and consummate the Merger, Parent and Purchaser have required that Sellers 
agree, and Sellers have agreed, to sell all of Sellers' Shares to Purchaser 
or its designees and grant a proxy to vote all of the Seller's Shares on the 
terms and conditions provided for herein.

     Accordingly, in consideration of the mutual covenants and agreements 
contained herein, the parties hereto hereby agree as follows:

     1.   AGREEMENT TO SELL AND VOTE; PROXY.

     1.1  SELL.     (a)  Immediately prior to the Effective Time, Seller 
shall sell to Purchaser or one or more of its designees all of the Sellers' 
Shares, free and clear of all Encumbrances, against payment to each Seller of 
the amount set forth opposite such Seller's name on Schedule I hereto in 
immediately available funds.

               (b)  In accordance with Section 3.9 of the Merger Agreement, 
at the Effective Time, Parent shall cause to be repaid to Sellers the 
aggregate remaining amount of principal then due by the Company under its 
term loan agreements with them, together with all accrued interest (without 
penalty or premium) then due thereon. 

     1.2  VOTING. During the time this Agreement is in effect, at any meeting 
of the stockholders of the Company, however called, Sellers shall (a) vote 
the Sellers' Shares in favor of the Merger; (b) vote the Sellers' Shares 
against any action or agreement that would result in a breach in any material 
respect of any covenant, representation or warranty or any other obligation 
or agreement of the Company under the Merger Agreement; and (c) vote the 
Sellers' Shares against any action or agreement (other than the Merger 
Agreement or the transactions


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contemplated thereby) providing for any extraordinary corporate transaction, 
such as a merger, consolidation or other business combination involving the 
Company or its subsidiaries, a sale or transfer of a material amount of 
assets of the Company or its subsidiaries, a reorganization, recapitalization 
or liquidation of the Company or its subsidiaries or any change in the 
present capitalization of the Company or its subsidiaries.

     1.3  PROXY.  Sellers shall execute, if requested by Parent, a written 
consent in lieu of a meeting of stockholders, and hereby grant to Parent a 
proxy to vote the Sellers' Shares, as indicated in subsection 1.2 above.  
Sellers intend this proxy to be irrevocable and coupled with an interest and 
will take such further actions or execute such other instruments as may be 
necessary to effectuate the intent of this proxy and hereby revoke any proxy 
previously granted by either of them with respect to any of the Sellers' 
Shares.

     2.   EXPIRATION.   This Agreement, Parent's right to vote the Shares and 
Sellers' obligation to sell pursuant hereto shall terminate on the Expiration 
Date.  As used herein, the term "Expiration Date" means the first to occur of 
(a) the Effective Time, (b) termination of the Merger Agreement in accordance 
with its terms and (c) 180 days after the date hererof.

     3.   REPRESENTATIONS AND WARRANTIES OF SELLERS.

     3.1  REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER. Parent 
and the Purchaser hereby represent and warrant to the Sellers that:

          3.1.1     CORPORATE ORGANIZATION.  Parent and the Purchaser are 
corporations duly organized, validly existing and in good standing under the 
laws of the State of Delaware and have the requisite corporate power to carry 
on their respective businesses as they are now being conducted. Parent owns 
all of the issued and outstanding capital stock of the Purchaser.

          3.1.2     AUTHORITY.  Each of Parent and the Purchaser has the 
requisite corporate power to enter into this Agreement and carry out its 
obligations hereunder. The execution and delivery of this Agreement and the 
consummation of the transactions contemplated hereby have been duly 
authorized by all necessary corporate action on the part of Parent and the 
Purchaser. This Agreement has been duly executed and delivered by Parent and 
the Purchaser and is a valid and binding obligation of each of them, 
enforceable against each of Parent and the Purchaser in accordance with its 
terms, except to the extent that enforceability (i) may be limited by 
bankruptcy, insolvency, moratorium or other similar laws affecting or 
relating to the enforcement of creditors' rights generally and (ii) is 
subject to general principles of equity.

          3.1.3     CONSENTS.  No consent, approval or authorization of, 
declaration to, or filing with, any governmental agency or regulatory 
authority on the part of Parent or the Purchaser which has not been made or 
received is required in connection with the execution or delivery by Parent 
and the Purchaser of this Agreement and the consummation of the transactions 
contemplated hereby other than (i) the filing of a Certificate of Merger with 
the Secretary of State of Delaware in accordance with the GCL, (ii) filings 
with the Commission and any applicable national securities exchange, (iii) 
any applicable filings under state securities, "Blue Sky" or anti-takeover 
laws, and (iv) filings, authorizations, consents or approvals relating to 
matters which, if not obtained or made, will not, in the aggregate, have a 
material adverse effect on the business,


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financial condition or results of operations of Parent and its subsidiaries, 
taken as a whole. The Shares acquired by Purchaser hereunder shall be 
cancelled in the Merger at  the Effective Time.

     3.2  REPRESENTATIONS AND WARRANTIES OF SELLERS.  Sellers hereby 
represent and warrant to Parent and Acquisition as follows:

     (a)  OWNERSHIP OF SHARES.  On the date hereof, the Sellers' Shares 
constitute all of the equity securities owned of record or beneficially by 
Sellers.  Each Seller has sole voting power and sole power of disposition 
with respect to all of its Sellers' Shares with no Encumbrances, subject to 
applicable federal securities laws, on Seller's rights of disposition 
pertaining thereto (other than as set forth in the Principal Shareholders 
Agreements which shall terminate immediately prior to the Closing and the 
provisions of which are inapplicable to the transactions contemplated 
hereunder).

     (b)  POWER; BINDING AGREEMENT.  Each Seller has all necessary corporate 
power and authority to enter into and perform all of its obligations under 
this Agreement.  The execution, delivery and performance of this Agreement by 
each Seller will not violate any other agreement to which such Seller is a 
party including, without limitation, the Principal Shareholders Agreements. 
This Agreement has been duly and validly executed and delivered by each 
Seller and constitutes a valid and binding agreement of such Seller, 
enforceable against such Seller in accordance with its terms, except that 
such enforceability (i) may be limited by bankruptcy, insolvency, moratorium 
or other similar laws affecting or relating to enforcement of creditors' 
rights generally and (ii) is subject to general principles of equity.

     (c)  NO CONFLICTS. Except for (i) the applicable requirements of the 
Exchange Act and (ii) the applicable requirements of state securities, 
takeover or Blue sky laws, (A) no filing with, and no permit authorization, 
consent or approval of, any governmental body or authority is necessary for 
the execution of this Agreement by either Seller or the consummation by 
either Seller of the transactions contemplated hereby and (B) neither the 
execution and delivery of this Agreement by either Seller nor the 
consummation by either Seller of the transactions contemplated hereby nor 
compliance by either Seller with any of the provisions hereof shall (x) 
result in a violation or breach of, or constitute (with or without notice or 
lapse of time or both) a default (or give rise to any third party right of 
termination, cancellation, material modification or acceleration) under any 
of the terms, conditions or provisions of any note, bond, mortgage, 
indenture, license, contract, agreement or other instrument or obligation to 
which either Seller is a party or by which he or any of its properties or 
assets may be bound or (y) violate any order, writ, injunction, decree, 
statute, rule or regulation applicable to either Seller or any of its 
properties or assets, except in the case of (x) or (y) for violations, 
breaches or defaults which would not in the aggregate materially impair the 
ability of either Seller to perform its obligations hereunder.

     4.   CERTAIN COVENANTS OF SELLER.  Except in accordance with the terms 
of this Agreement, each Seller hereby covenants and agrees as follows:

     4.1  NO SOLICITATION.  Each Seller shall not, and shall cause its 
respective officers, directors, agents and representatives not to, solicit or 
encourage (including by way of furnishing any non-public information 
concerning the Company's or any Subsidiary's business, properties or assets), 
any acquisition proposal, and neither Seller shall engage in discussions, 
furnish any non-public information about the Company or any of its 
Subsidiaries or enter into agreements with


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respect to any acquisition proposal.  Sellers shall promptly provide written 
notice to Parent of the receipt of an acquisition proposal, and any proposal, 
inquiry or contact with any person with respect thereto, and shall, in any 
such notice, indicate in reasonable detail the identity of the offeror and 
principal terms and conditions thereof and keep Parent informed of the status 
thereof.  The obligations of any officer or director of either Seller who is 
an officer or director of the Company, when acting in such capacity, shall be 
governed by Section 3.1 of the Merger Agreement.

     4.2  RESTRICTION ON TRANSFER, PROXIES AND NON-INTERFERENCE.  Each 
Seller, while this Agreement is in effect, and except as contemplated hereby, 
shall not (i) sell, transfer, pledge, encumber, assign or otherwise dispose 
of, or enter into any contract, option, or other arrangement or understanding 
with respect to the sale, transfer, pledge, encumbrance, assignment or other 
disposition of, any of the Sellers' Shares or (ii) grant any proxies, deposit 
any Sellers' Shares or enter into a voting trust or enter into a voting 
agreement with respect to any Sellers' Shares or (iii) take any action that 
would make any representation or warranty of either Seller contained herein 
untrue or incorrect or have the effect of preventing or disabling either 
Seller from performing its  obligations under this Agreement.

     4.3  ADDITIONAL SHARES.  Each Seller shall promptly notify Parent of the 
number of any new shares of common stock or other securities of the Company 
or its subsidiaries acquired by such Seller, if any, after the date hereof 
and such securities shall constitute for all purposes hereof Sellers' Shares.

     5.   FURTHER ASSURANCES.  From time to time, at the other party's 
request and without further consideration, each party hereto shall execute 
and deliver such additional documents and take all such further action as may 
be necessary or desirable to consummate and make effective, in the most 
expeditious manner practicable, the transactions contemplated by this 
Agreement.  Each Seller shall cause at the Effective Time all obligations of 
the Company and its subsidiaries under the Principal Shareholders Agreements 
as to each such Seller to be terminated without liability to the Company and 
its subsidiaries on and after the Effective Time and all Encumbrances which 
are for the benefit of such Seller on the assets of the Company and its 
subsidiaries to be released and discharged in full.

     6.   STOP TRANSFER ORDER.  In furtherance of this Agreement, 
concurrently herewith, each Seller shall and hereby does authorize and direct 
the Company's secretary to notify the Company's transfer agent that there is 
a stop transfer order with respect to all of the Sellers' Shares and that 
this Agreement places limits on the voting and transfer of such shares.

     7.   MISCELLANEOUS.

     7.1  ENTIRE AGREEMENT; ASSIGNMENT.  This Agreement, and to the extent 
applicable, the Merger Agreement, (i) constitutes the entire agreement among 
the parties with respect to the subject matter hereof and supersedes all 
other prior agreements and understandings, both written and oral, between the 
parties with respect to the subject matter hereof; including that certain 
letter of intent dated December 15, 1995, between Parent, Purchaser, the 
Company and the Sellers and (ii) shall not be assigned by operation of law or 
otherwise, provided that Parent may assign its rights and obligations 
hereunder to any direct or indirect wholly owned subsidiary of Parent, but


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no such assignment shall relieve Parent of its obligations hereunder if such 
assignee does not perform such obligations.

     7.2  AMENDMENTS.  This Agreement may not be modified, amended, altered 
or supplemented, except upon the execution and delivery of a written 
agreement executed by the parties hereto.

     7.3  NOTICES.  All notices, requests, claims, demands and other 
communications hereunder shall be in writing and shall be given (and shall be 
deemed to have been duly received if so given) by hand delivery or by mail 
(registered or certified mail, postage prepaid, return receipt requested) or 
by any courier service, such as Federal Express, providing proof of delivery. 
 All communications hereunder shall be delivered to the respective parties at 
the following addresses:

     If to the Sellers:   Teachers Insurance and Annuity Association of America
                          730 Third Avenue
                          New York, NY  10017
                          Attention:  Shelly Zoler

                          Foothill Capital Corporation
                          11111 Santa Monica Boulevard, Suite 1500
                          Los Angeles, CA  90025
                          Attention:  Jeff Nikora

     with a copy to:      Latham & Watkins
                          701 B Street, Suite 2100
                          San Diego, CA  92101-8197
                          Attention:  Thomas Edwards

     If to the Parent:    Vernitron Corporation
                          645 Madison Avenue
                          New York, NY  10022
                          Attention: Elliot N. Konopko

or to such other address as the person to whom notice is given may have 
previously furnished to the others in writing in the manner set forth above.

     7.4  GOVERNING LAW.  This Agreement shall be governed by and construed 
in accordance with the laws of the State of Delaware, regardless of the laws 
that might otherwise govern under applicable principles of conflicts of laws 
thereof.

     7.5  SPECIFIC PERFORMANCE.  Each of the parties hereto recognizes and 
acknowledges that a breach by it of any covenants or agreements contained in 
this Agreement will cause the other party to sustain damages for which it 
would not have an adequate remedy at law for money damages, and therefore 
each of the parties hereto agrees that in the event of any such breach the 
aggrieved party shall be entitled to the remedy of specific performance of 
such covenants and agreements and injunctive and other equitable relief in 
addition to any other remedy to which it may be entitled, at law or in equity.


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     7.6  COUNTERPARTS.  This Agreement may be executed in two counterparts, 
each of which shall be deemed to be an original, but both of which shall 
constitute one and the same Agreement.

     7.7  DESCRIPTIVE HEADINGS.  The descriptive headings used herein are 
inserted for convenience of reference only and are not intended to be part of 
or to affect the meaning or interpretation of this Agreement.

     7.8  SEVERABILITY.  Whenever possible, each provision or portion of any 
provision of this Agreement will be interpreted in such manner as to be 
effective and valid under applicable law but if any provision or portion of 
any provision of this agreement is held to be invalid, illegal or 
unenforceable in any respect under any applicable law or rule in any 
jurisdiction, such invalidity, illegality or unenforceability will not affect 
any other provision or portion of any provision in such jurisdiction, and 
this Agreement will be reformed, construed and enforced in such jurisdiction 
as if such invalid, illegal or unenforceable provision or portion of any 
provision had never been contained herein.

     7.9  OBLIGATIONS SEVERAL, NOT JOINT.  The obligations, representations 
and warranties of the Sellers hereunder are several and not joint, and 
neither Seller shall be responsible for any breach by the other Seller of any 
representation and warranty, covenant or agreement of such other Seller 
hereunder.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly 
executed as of the day and year first above written.

TEACHERS INSURANCE AND                   FOOTHILL CAPITAL CORPORATION
  ANNUITY ASSOCIATION
  OF AMERICA



by: /s/ Sharon Manewitz                  by: /s/ Jeff Nikora
   -------------------------                 ---------------------
   Director - Special Loans                  Vice President



VERNITRON CORPORATION                    PA ACQUISITION CORPORATION


by: /s/ Elliot N. Konopko                by: /s/ Elliot N. Konopko
   -------------------------                 ---------------------
   Vice President                            Vice President






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                                  SCHEDULE I





     Foothill Capital Corporation                    $2,663,720


     Teachers Insurance and Annuity
      Association of America                         $1,085,220






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