Amendment No. 1 to Employment Agreement

                                Amendment No. 1
                                       to
                              Employment Agreement


     This  Amendment  No.  1 dated  as of  February  5,  1997 to the  Employment
Agreement (the "Employment Agreement") dated as of July 1, 1994 between Aeroflex
Incorporated,  a Delaware  corporation , with its principal office located at 00
Xxxxx Xxxxxxx Xxxx,  Xxxxxxxxx,  XX 00000 (the "Company") and Xxxxxxx Xxxxx, who
resides at 000X Xxxx Xxxx Xxxxx Xxxx, Xxxxxxxxxxx, XX 00000 (the "Executive").

     WHEREAS,  the  Company  and  the  Executive  entered  into  the  Employment
Agreement and now desire to modify certain of the terms and provisions thereof;

     NOW, THEREFORE, it is agreed as follows:

     1. The Employment Agreement is hereby amended as follows:

     (a) Section 2(b) of the Employment Agreement is hereby amended and restated
as follows:

           "(b) Term of Employment.  The Term of Employment  shall  commence on
     the date above written and shall terminate on December 31, 2002, and, 
     unless either Party  gives  written  notice  to the  other  that it does 
     not want the Term to continue,  the Term of Employment  shall  thereafter
     automatically  extend for successive periods of one year."

     (b) Pursuant to Section 3 of the Employment Agreement,  the Base Salary for
the Executive is hereby  increased to $288,806  effective as of January 1, 1997,
payable in accordance with the regular payroll practices of the Company.

     (c) Section  9(e)(iii) of the  Employment  Agreement is hereby  amended and
restated as follows:

            "(iii) In the event of Termination  Without Cause, the Executive 
     shall be entitled  to,  for the  remainder  of the  Term of  Employment  
     at the  time of termination:

           (A)  Base Salary at the rate in effect on the date of his 
      termination;

           (B) last previously awarded Annual Bonus,  payable in accordance
      with Company's regular payroll practices; and

           (C) benefits under any employee benefit plans of the Company in which
      he  participated  or, as to any plans in which his continued 
      participation is precluded, the after-tax cost to the Executive of 
      equivalent benefits."



     (d) Section 9(f) of the Employment Agreement is hereby amended and restated
as follows:

           "(f) Termination  Following Change in Control. In the event there 
     shall be a Change in Control of the  Company or of any  person  directly  
     or indirectly presently  controlling the Company, the Executive may, 
     within six months of his becoming aware of such event,  terminate his 
     employment with the Company.  Upon such  termination,  the Executive  
     shall receive  immediately  in a lump sum an amount  equal to three  times
     the sum of (i) his  Base  Salary  at the rate in effect on the date of his
     termination  plus (ii) the amount of last previously awarded Annual Bonus,
     but in no event an amount  greater than is  deductible under  Section 280G
     of the  Internal  Revenue  Code of 1986,  as amended,  such amount to be 
     determined by the Company's independent auditors."

     2. All capitalized terms used herein,  unless otherwise defined herein, are
used herein as defined in the Employment Agreement. Except as expressly provided
herein,  all terms and  provisions of the Employment  Agreement  shall remain in
full force and effect.

     IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
date first above written.


                                    AEROFLEX INCORPORATED

                                    By: /s/ Xxxxxxx Xxxxxxx
                                    Name: Xxxxxxx Xxxxxxx
                                    Title:Treausrer

                                    /s/ Xxxxxxx Xxxxx
                                    Xxxxxxx Xxxxx