Exhibit 10.10

                                 Amendment No. 2
                                       to
                              Employment Agreement


         This Amendment No. 2 dated as of November 18, 1999 to the Employment
Agreement dated as of February 5, 1997, as amended to date (as so amended, the
"Employment Agreement") between Aeroflex Incorporated, a Delaware corporation,
with its principal office located at 35 South Service Road, Plainview, NY 11803
(together with its successors and assigns permitted under this Agreement, the
"Company"), and Carl Caruso, who resides at 5 Flamingo Drive, Smithtown, NY
11787 (the "Employee").

         WHEREAS, the Company and the Executive entered into the Employment
Agreement, the terms of which were amended on November 17, 1998, and now desire
to further 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 3(a) of the Employment Agreement is hereby
                  amended and restated as follows:

                  "(a) Effective September 4, 1999, the Employee shall receive
                  from the Company an initial annual Base Salary, payable in
                  accordance with the regular payroll practices of the Company,
                  of $200,000. During the Term of Employment, the Compensation
                  Committee shall review the Base Salary no less often than
                  annually for increase as of each July 1 beginning with July 1,
                  1997; provided, however, that increases shall not be less than
                  the increases in the Consumer Price Index for the New York and
                  Northeastern New Jersey Region, as published by the United
                  States Department of Labor, Bureau of Labor Statistics using
                  June 1996 as the basedate, determined and payable as provided
                  in Section 3(b) below."

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/ Charles Badlato
                                          --------------------------------------
                                             Name:  Charles Badlato
                                             Title: Treasurer


                                            /s/ Carl Caruso
                                       -----------------------------------------
                                                Carl Caruso