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                                                                     EXHIBIT 2.3

                                VOTING AGREEMENT

         This Voting Agreement ("Voting Agreement") is dated as of April 10,
1997, and is being delivered in connection with the Agreement and Plan of
Reorganization and Merger by and among REMEC, Inc., a California corporation
("REMEC"), C&S Acquisition Corporation, a California corporation ("Merger Sub"),
and C&S Hybrid, Inc., a California corporation (the "Company") dated as of April
10, 1997 (the "Agreement"). Capitalized terms used herein without definition
shall have the meanings given to them in the Agreement.

         To induce Parent and Merger Sub to enter into the Agreement, the
undersigned hereby agrees:

         (i) to vote each of the shares of capital stock of the Company owned
         beneficially or of record or controlled by the undersigned (3,000,000
         shares of Common Stock and 400,000 shares of Preferred Stock as of the
         date of the Agreement), whether voting at a shareholders meeting or by
         written consent, for approval of the Merger, the Agreement of Merger
         and the Agreement and any related corporate actions and against any
         corporate actions which would violate or frustrate the purpose of, or
         prevent or delay the consummation of the Merger;

         (ii) not to transfer, sell, offer, pledge or otherwise dispose of or
         reduce the undersigned's right relative to or to encumber any of its
         shares of the Company's equity securities or any shares it may
         hereafter acquire whether by purchase, conversion or existing shares or
         otherwise until the earlier of the Effective Time or the termination of
         Agreement;

         (iii) that it will execute such additional certificates, consents and
         other agreements as may reasonably be necessary to permit the
         consummation of the transactions contemplated by the Agreement;

         (iv) this Voting Agreement is for the benefit of Parent and Merger Sub,
         and may be enforced by any person benefitted hereby;

         (v) this Voting Agreement shall become effective upon the approval of
         the Agreement by the Board of Directors of REMEC, and shall terminate
         on the earlier of (a) July 31, 1997 or (b) termination of the
         Agreement,

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         unless the failure by the Company or the undersigned to fulfill any
         obligation of such party under the Agreement has been a principal cause
         of or resulted in, in the case of (a), the failure of the Merger to
         occur on before July 31, 1997 or, in the case of (b), the termination
         of the Agreement; and

         (vi) this Voting Agreement may be enforced by specific performance. If
         the undersigned fails to comply with the provisions of this Voting
         Agreement, the undersigned will pay the legal fees and expenses
         incurred by Parent and Merger Sub in enforcing this Voting Agreement.


         IN WITNESS WHEREOF, the undersigned has signed this Voting Agreement on
this 10th day of April, 1997.



                                             ______________________________
                                             Tao Chow



                            ACKNOWLEDGMENT OF SPOUSE

         ________________, Tao Chow's spouse, hereby indicates her consent to be
bound by the terms herein as to her interests, whether as community property or
otherwise, if any, in the shares of the capital stock of the Company.


                                             ______________________________