1
EXHIBIT 2.2

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you
are in any doubt about the Offer or the action you should take, you are
recommended to seek your own personal financial advice immediately from an
appropriately authorised independent financial adviser, or, if you are in the
United Kingdom, an independent professional adviser authorised under the
Financial Services Act 1986.

Terms used in this Form of Acceptance (the "Form") shall bear the same
meaning as in the Offer Document. This Form should be read in conjunction with
the Offer Document. The provisions of Part B of Appendix I to the Offer Document
are deemed to be incorporated in and form part of this Form and should be read
carefully by each holder of Airtech Shares.

IF YOU ARE A CREST SPONSORED MEMBER, YOU SHOULD REFER TO YOUR CREST
SPONSOR BEFORE COMPLETING THIS FORM.

If you have sold or otherwise transferred all your Airtech Shares, please
pass this Form and the accompanying Offer Document dated *, 1999(the "Offer
Document"), as soon as possible to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale or transfer was effected,
for delivery to the purchaser or transferee. However, the Offer is not being
made directly or indirectly in Canada, Australia or Japan and such documents
should not be distributed, forwarded or transmitted into or from Canada,
Australia or Japan by any means whatsoever including without limitation mail,
facsimile, transmission, telex or telephone. No Form which is received in any
envelope postmarked, or which appears to REMEC or its agents to have been sent
from Canada, Australia or Japan will be treated as valid.

Quartz Capital Partners Limited, which is regulated in the United Kingdom
by The Securities and Futures Authority Limited and Needham & Company, Inc. are
acting exclusively for REMEC and no one else in connection with the Offer and
will not be responsible to anyone other than REMEC for providing the protections
afforded to customers of Quartz Capital and Needham in relation to the Offer nor
for giving advice in relation to the offer. The provisions of this paragraph are
not intended to disclaim any liability of Quartz Capital and Needham under U.S.
securities laws.

[Application will be made for the New REMEC Common Stock to be quoted on
Nasdaq, under the symbol "REMC". It is expected that the listings will become
effective and that dealings, for normal settlement, will commence on Nasdaq in
the New REMEC Common Stock on the first trading day following the day on which
the Offer becomes or is declared unconditional in all respects (except only, for
the quotation of such shares on Nasdaq becoming effective).]

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FORM OF ACCEPTANCE AND AUTHORITY

IN RESPECT OF THE RECOMMENDED OFFER BY

QUARTZ CAPITAL PARTNERS LIMITED

ON BEHALF OF

REMEC, INC.

for
ALL OF THE ISSUED SHARE CAPITAL OF

AIRTECH PLC

PROCEDURE FOR ACCEPTANCE

- - To accept the Offer, you must complete and sign this Form on page 3 by
following the instructions set out on pages 2 and 4.

- - All holders of Airtech Shares who are individuals must sign in the presence
of a witness, who must also sign where indicated. If you hold Airtech
Shares jointly with others, you must arrange for all joint holders to sign
this Form.

- - The duly completed and signed Form, accompanied by your share
certificate(s) and/or other document(s) of title for Airtech Shares, should
be sent by hand (during normal business hours) or by post to New Issues
Department, IRG plc, Balfour House, 390-398 High Road, Ilford, Essex IG1
1NG but in any event so as to be received not later than 3.00 pm (London
time), on *, 1999.

- - If your Airtech Shares are in uncertificated form (i.e. in CREST), you
should return this Form and take the action set out in paragraph 14(d) of
the letter from Quartz Capital contained in the Offer Document to transfer
your Airtech Shares to an escrow balance. For this purpose, the participant
ID of IRG plc, which will act as the escrow agent for the purposes of the
Offer, is *, the member account ID of the escrow agent is * and the Form of
Acceptance Reference Number of this Form (for insertion in the first eight
characters of the shared note field on this transfer to escrow ("TTE")
instruction) is shown on page 3 next to Box 4 of this Form. You should
ensure that the TTE settles not later than 3.00 pm on *, 1999.

- - If you hold Airtech Shares in both certificated and uncertificated form,
you should complete a separate Form for each holding. Similarly, you should
complete separate Forms for Airtech Shares held in uncertificated form but
under a different member account ID, and separate Forms for Airtech Shares
held in certificated form but under a different designation. You can obtain
further Forms by contacting IRG plc on 0181-639-2000.

- - If your Airtech Shares are in certificated form and your share
certificate(s) and/or other document(s) of title is/are not readily
available (but is/are held by your bank, stockbroker or other agent) or
is/are lost, this Form should nevertheless be completed, signed and
returned as stated above so as to be received not later than 3.00 pm
(London time), on *, 1999, together with any share certificate(s) and/or
other document(s) of title, that you may have available, accompanied by a
letter stating that the balance will follow, or that you will obtain a
letter of indemnity in respect of lost share certificates and/or other
documents of title, and the share certificate(s), letter of indemnity
and/or other document(s) of title should be lodged as soon as possible
thereafter with IRG plc at the address, and in the manner, set out above.

- - Your acceptance of the Offer is on the terms and subject to the conditions
contained in the Offer Document and in this Form.

- - If you have any questions as to how to complete this Form, please contact
IRG plc at 0181-639-2000.

PLEASE COMPLETE THIS FORM

THE PROVISIONS OF PART B OF APPENDIX I TO THE OFFER DOCUMENT ARE
INCORPORATED INTO AND FORM PART OF THIS FORM

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THE OFFER
1 To accept the Offer, insert in Box [1] the total number of Airtech Shares
for which you wish to accept the Offer. You must also sign Box [2] in
accordance with the instructions set out below, which will constitute your
acceptance of the Offer, and complete Box [3] and, if appropriate Box [4],
Box [5] and/or Box [6]. If no number or a number greater than your
registered holding of Airtech Shares is written in Box [1] and you have
signed Box [2], you will be deemed to have accepted the Offer in respect of
your entire registered holding of Airtech Shares.

Complete here -

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SIGNATURES
2 To accept the Offer you must complete Box [2] and, in the case of a joint
holding, arrange for ALL joint holders to do likewise.
All registered holders, including joint holders, who are individuals must
sign Box [2] in the presence of a witness who must also sign Box [2] where
indicated. If these instructions are not followed, the Form will be
invalid. The witness must be over 18 years of age and should not be another
joint holder signing the Form. The same witness may witness the signature
of each joint holder. The witness should also print his/her name where
indicated.
A corporation may execute this Form under its common seal, the seal being
affixed and witnessed in accordance with its articles of association or
other regulations. Alternatively, a company to which s.36A of the Companies
Act 1985 applies may execute this Form as a deed by a director and the
company secretary or by two directors of the company signing the Form and
inserting the name of the company above their signatures. Each such person
signing the Form for a company should state the office which he/she holds.
If the Form is not signed by the registered holder(s), insert the name(s)
and capacity (e.g. attorney or executor(s)) of the person(s) signing the
Form. You should also deliver evidence of your authority in accordance with
the notes on page 4.

Please note that if you sign Box [2] but do not put "Yes" in Box [5], you
will be deemed to have given the representations and warranties set out in
paragraph 7(c) of Part B of Appendix I to the Offer Document.

Complete here -

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NAME(S) AND ADDRESS
3 Complete Box [3] with the full name and address of the sole or first-named
registered holder together with the names of all other joint holders (if
any) in BLOCK CAPITALS. Unless you complete Box [5], this is the address to
which your consideration and/or other documents will be sent provided the
address inserted in Box [3] is not in Canada, Australia or Japan.

Complete here -

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PARTICIPANT ID AND MEMBER ACCOUNT ID
4 If your Airtech Shares are in CREST, you must insert in Box [4] the
participant ID and the member account ID under which such Shares are held
by you in CREST.

You must also transfer (or procure the transfer of) the Airtech Shares
concerned to an escrow balance, specifying in the TTE instruction the
participant ID and member account ID inserted in Box [4] and the Form of
Acceptance Reference Number of this Form together with the other
information specified in paragraph 14(d) of the letter from Quartz Capital
contained in the Offer Document. The Form of Acceptance Reference Number
appears on page 3 next to Box [4] of this Form.

Complete here -

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OVERSEAS PERSONS
5 If you are unable to give the warranty required by paragraph 7(c) of Part B
of Appendix I to the Offer Document, you must put "Yes" in Box [5]. If you
do not put "Yes" in Box [5] you will be deemed to have given such warranty.

Complete here -

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ALTERNATE ADDRESS
6 If you wish the documents of title relating to your New REMEC Common Stock
and/or other documents to be sent to someone (who must be outside Canada,
Australia or Japan) other than the sole or first-named registered holder at
the address set out in Box [3] (e.g. your bank manager or stockbroker) you
should complete Box [6]. Box [6] must be completed with an address outside
Canada, Australia or Japan by holders with registered addresses in Canada,
Australia or Japan who have completed Box [3] with an address in Canada,
Australia or Japan.

Complete here -

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Box [1]

To accept the Offer
1 Complete Box [1] and Box [3] (and, if appropriate, Box [4], Box [5], and/or
Box [6]) and sign Box [2] in the presence of a witness.

------------------------------------------------------------------------
Number of Airtech Shares in respect of which you are accepting the Offer

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Box [2]

Sign here to accept the Offer
2 EXECUTION BY INDIVIDUALS

Signed and delivered as a deed by: Witnessed by:

1.................................................... 1. Name
Signature
Address
2.................................................. 2. Name
Signature
Address
3.................................................. 3. Name
Signature
Address
4.................................................. 4. Name
Signature
Address

NOTE: THE SIGNATURE OF EACH REGISTERED HOLDER SHOULD BE WITNESSED. IN THE
CASE OF JOINT HOLDERS, ALL MUST SIGN.

EXECUTION BY A COMPANY
Executed and delivered as a deed under the seal of the company named below
OR Executed and delivered as a deed by the company named below.

Name of Company in the presence of/acting by

--------------------------------------------
Name of Director Signature
----------------------------------------
--------------------------------------------
Name of Director/Company Secretary Signature
----------------------------------------

(Affix Company Seal if appropriate)

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Box [3]

Full name(s) and address(es)
3

First-named registered holder Second-named registered holder
1. Forename(s) 2. Forename(s)
(Mr./Mrs./Miss/Title) (Mr./Mrs./Miss/Title)

Surname Surname
---------------------------- ---------------------------------
Third-named registered holder

Address 3. Forename(s)
--------------------------------- --------------------------
(Mr./Mrs./Miss/Title)
-----------------------------------
Surname
----------------------------------- ---------------------------------
Fourth-named registered holder

4. Forename(s)
--------------------------
Postcode (Mr./Mrs./Miss/Title)
---------------------------
Surname
---------------------------------

In case of query, please state your daytime telephone number(s)
---------------------------------------

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Box [4]

Participant ID and Member Account ID
4 Complete this Box only if your Airtech Shares are in CREST

Participant ID
The Form of Acceptance Reference Number of this Form is: -----------------
Member account ID
--------------

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Box [5]

5 Please put "Yes" in Box [5] if you are unable to give the warranty relating
to overseas shareholders in paragraph 7(c) of Part B of Appendix I to the
OfferDocument.

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Box [6]

6 Address outside Canada, Australia or Japan to which consideration
and/or other document(s) is/are to be sent if not that set out
under "First-named registered holder" in Box [3] above. Name
-----------------------
Address
--------------------

---------------------------

Postcode
-------------------

FURTHER NOTES REGARDING THE COMPLETION AND LODGING OF THIS FORM

In order to be effective, this Form must, except as mentioned below, be
signed personally (or under a power of attorney, the original or certified copy
of which must be lodged with this Form) as a deed by the registered holder or,
in the case of a joint holder, by ALL the joint holders and each individual
signature must be independently witnessed. A corporation may execute this Form
under its common seal, the seal being affixed and witnessed in accordance with
its articles of association or other regulations. Alternatively, a company to
which section 36A of the Companies Act 1985 applies may execute this form by a
director and the company secretary or by two directors signing the form and
inserting the name of the company above their signatures. Each person signing
this Form for a company should state the office which he/she holds.

In order to avoid inconvenience to yourself and delay in the processing of
your Form, the following points may assist you:

1. If the sole holder has died.

If grant of probate or letters of administration has/have been
registered with Airtech (or its registrars, IRG plc), this Form
must be signed by the personal representative(s) of the deceased
and returned with the share certificate(s) and/or other
document(s) of title either by post or by hand (during normal
business hours) to New Issues Department, IRG plc, Balfour House,
390-398 High Road, Ilford, Essex IG1 1NG. If grant of probate or
letters of administration has not/have not been registered with
Airtech (or its registrars, IRG plc), the personal
representatives or the prospective personal representatives or
executors should sign this Form and forward it with the share
certificate(s) and/or other document(s) of title to IRG plc at
the above address. However, grant of probate or letters of
administration must be lodged with IRG plc at the address set out
above before the consideration due can be forwarded to the
personal representatives or executors. All signatures must be
witnessed.

2. If one of the joint-registered holders has died.

This Form must be signed by all surviving holders in the presence
of a witness and lodged with IRG plc in the manner set out above
with the share certificate(s) (and/or other document(s) of title)
and accompanied by the death certificate. Grant of probate or
letters of administration in respect of the deceased holder must
also be lodged with IRG plc in the manner set out above before
the consideration due can be despatched.

3. If your Airtech Shares are in certificated form and the share
certificate(s) is/are held by your bank, stockbroker or some
other agent.

If your share certificate(s) and/or other document(s) of title
is/are not readily available (but is/are held by your bank,
stockbroker or other agent), the completed Form should be lodged
with IRG plc in the manner set out above together with a note
saying e.g. "share certificates to follow" and you should arrange
for the share certificate(s) and/or other document(s) of title to
be forwarded to IRG plc by your bank, stockbroker or other agent
as soon as possible thereafter.

4. If your Airtech Shares are in certificated form and the share
certificate(s) and/or other document(s) of title have been lost.

The completed Form, and any share certificate(s) which you may
have available, should be lodged with IRG plc in the manner set
out above accompanied by a letter stating that you have lost one
or more of your share certificates. At the same time, you should
write to Matthew White, Company Secretary of Airtech (telephone
01296 319 319), requesting that a letter of indemnity for the
lost share certificates be sent to you which, when completed in
accordance with the instructions given, should be returned by
post or by hand (during normal hours) to IRG plc.

5. If your Airtech Shares are in CREST.

You should take the action set out in paragraph 14(d) of the
letter from Quartz Capital contained in the Offer Document to
transfer your Airtech Shares to an escrow balance. You are
reminded to keep a record of the Form of Acceptance Reference
Number (which appears on page 3 next to Box 4 of this Form)
so that such number can be inserted in the TTE instruction.

If you are a CREST sponsored member, you should refer to your
CREST sponsor before completing this Form, as only your
CREST sponsor will be able to send the necessary TTE instruction
to CRESTCo.

6. If this Form has been signed under power of attorney.

The completed Form together with the share certificate(s) and/or
other document(s) of title should be lodged with IRG plc in the
manner set out above accompanied by the original power of
attorney (or a copy thereof duly certified in accordance with the
Powers of Attorney Act 1971). The power of attorney will be noted
by IRG plc and returned as directed.

7. If your name or other particulars are shown incorrectly on the
share certificate e.g.

Name on the share certificate(s) . . . . . . . . . . . . Richard Allen
Correct Name . . . . . . . . . . . . . . . . . . . . . . Richard Allan

The Form should be completed in your correct name and lodged with
IRG plc in the manner set out above with your share
certificate(s) and accompanied by a letter from your bank,
stockbroker or solicitor confirming that the person in whose name
Airtech Shares are registered is one and the same as the person
who has signed the Form. If an incorrect address is shown, the
correct address should be written on this Form. If you have
changed your name, lodge your marriage certificate or deed poll
or, in the case of a company, a copy of the certificate of
incorporation or change of name with this Form for noting.

8. If a holder is away from home (e.g. abroad or on holiday).

Send this Form by the quickest means (e.g. air mail) to the
holder for execution (provided that such documents may not be
forwarded or transmitted, by any means, in or into Canada,
Australia or Japan) or, if he/she has executed a power of
attorney, the attorney should sign the Form and the original
power of attorney (or a copy thereof duly certified in accordance
with the Powers of Attorney Act 1971) must be lodged with this
Form for noting (see 6 above). No other signatures are
acceptable.

9. If you have sold all, or wish to sell part of, your holding of
Airtech Shares.

You should at once hand this Form together with the accompanying
Offer Document to the bank, stockbroker or other agent through
whom you made the sale for onward transmission to the purchaser
or transferee. However, such documents may not be forwarded or
transmitted, by any means, in or into Canada, Australia or Japan.
If your Airtech Shares are in certificated form and you wish to
sell part of your holding of Airtech Shares and also wish to
accept the Offer in respect of the balance and are unable to
obtain the balance certificate, you should ensure that the
stockbroker, bank or other agent through whom you make the sale
obtains the appropriate endorsement or certification signed on
behalf of Airtech by Matthew White, Company Secretary of Airtech
(telephone 01296 319 319), in respect of the balance of your
holding of Airtech Shares.

10. Payment of consideration.

The documents of title relating to the New REMEC Common Stock due
to you under the Offer cannot be sent to you until all relevant
documents have been properly completed and lodged with IRG plc
and in the manner set out above as soon as possible and in any
event so as to be received no later than 3.00 pm on * 1999.
Notwithstanding that no share certificate(s) and/or other
document(s) of title is/are delivered with this Form, the Form,
if otherwise valid, accompanied by an appropriate endorsement of
certification to the effect that Airtech Shares referred to
therein are available for acceptance and signed on behalf of
Airtech by Matthew White, Company Secretary of Airtech (telephone
01296 319 319), will be treated as valid for all purposes.