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 Xxxxxx X. Xxxx, who
resides at 000 Xxxxxxxx Xxxx, Xxx Xxxxxxxx, 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) 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."

          (c) 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 Xxxxxx X. Xxxx
                                    Xxxxxx X. Xxxx