Exhibit 10.18

                     AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment No. 2 (this "Amendment") to Amendment No.1 ("Amendment No. 1") to
the Employment Agreement (the "Employment Agreement") dated as of March 1, 1999
by and between Leonard Borow (the "Executive") and Aeroflex Incorporated (the
"Company"), hereby amends Amendment No. 1, effective as of August 13, 2001, as
set forth below.

          1.   Paragraph 2 of Amendment No. 1 is hereby amended to read in its
entirety as follows:

               "The Company shall credit each Deferred Amount to a bookkeeping
               account in the name of the Executive (the "Account") on the date
               the Deferred Amount would (absent this Amendment) have been paid
               to the Executive. The Company shall permit the Executive to file
               an Investment Designation, as defined in Section 1.2 of the
               Company's Key Employee De ferred Compensation Plan (the "Plan"),
               and shall credit to the Account earnings in accordance with such
               Investment Designation and in accordance with and subject to the
               terms and conditions of Section 2.2 of the Plan. The Account
               shall be reduced as and to the extent distributions are made from
               the Account pursuant to Sections 4, 6 and 7 of Amendment No. 1."

          2.   Paragraph 7 of Amendment No. 1 is hereby amended to read in its
entirety as follows:

               "Notwithstanding any other provision of Amendment No. 1, if the
               Committee determines that it is possible for the Company to pay
               the Executive all or any portion of the amounts credited to his
               Account at a time when he is still employed with the Company or
               any of its affiliates, without the amount so paid being
               nondeductible by reason of Section 162(m), then subject to the
               approval of the Committee in its sole and complete discretion,
               such amount may be paid to the Executive."

          3.   Except as specifically provided in this Amendment, the Employment
Agreement and Amendment No. 1 are in all other respects ratified and confirmed
without amendment.

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








                                                     AEROFLEX INCORPORATED


                                                     By: /s/ Michael Gorin
                                                        ------------------
                                                     Name:  Michael Gorin
                                                     Title: President


                                                     /s/ Leonard Borow
                                                     ----------------------
                                                     Leonard Borow

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