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EXHIBIT 10.1

MICROWAVE COMPONENTS ENTERPRISES, INC.

1996 STOCK OPTION PLAN

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Effective October 23, 1996

Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243

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TABLE OF CONTENTS

Page
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1. Purpose 1

2. Certain Definitions 1

3. Administration 1

4. Participants 1

5. Stock; Available Shares 1

6. Grant of Options 2

7. Incentive Stock Options 2

8. Option Price 3

9. Exercise of Stock Options 3

10. Payment for Option Shares 3

11. Effect of Termination of Services or Death 3

12. Employment with Competitor 4

13. Adjustments -- Stock Dividend, Reclassification, Etc. 4

14. Change in Control; Golden Parachutes 5

15. Rights Prior to Issuance of Shares 5

16. Non-Assignability 6

17. Securities Laws 6

18. Withholding Taxes 6

19. Effect on Employment/Services 6

20. Termination and Amendment 6

21. Use of Proceeds 7

22. Captions 7

23. Approval of Plan 7

MICROWAVE COMPONENTS ENTERPRISES, INC.

1996 STOCK OPTION PLAN

Subject to shareholder approval, effective October 23, 1996, the stock
option plan described herein is hereby adopted as the Microwave Components
Enterprises, Inc. 1996 Stock Option Plan (the "Plan").

1. PURPOSE. The purpose of the Plan is to promote the best interests
of Microwave Components Enterprises, Inc., a Michigan corporation (the
"Company"), and its shareholders by encouraging participants to acquire a
proprietary interest in the Company, thus identifying their interests with those
of its shareholders and encouraging the participants to make greater efforts on
behalf of the Company.

2. CERTAIN DEFINITIONS. As used in this Plan, the term "subsidiary" of
the Company means any "subsidiary corporation" as defined in Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code"), the term "employee"
means an individual with an "employment relationship" with the Company or any
subsidiary as defined in Regulation 1.421-7(h) of the Income Tax Regulations,
and the term "employment" means employment with the Company or any subsidiary of
the Company.

3. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company (the "Committee"). The
Committee shall interpret the Plan, prescribe, amend, and rescind rules and
regulations relating to the Plan, and make all other determinations necessary or
advisable for its administration. The decision of the Committee on any question
concerning the interpretation of the Plan or any option granted under the Plan
shall be final and binding upon all participants.

4. PARTICIPANTS. Participants in the Plan shall be such key employees
(including employees who are directors) and non-employee directors of the
Company or any of its subsidiaries as the Committee may select from time to
time. The Committee may grant incentive stock options to an individual upon the
condition that the individual become an employee of the Company or any
subsidiary, provided that such option shall be deemed to be granted only on the
date the individual becomes an employee.

5. STOCK; AVAILABLE SHARES. The stock subject to options under the Plan
shall be the Common Stock, without par value, of the Company ("Common Stock"),
and may be either authorized and unissued shares or shares reacquired by the
Company. The total amount of Common Stock on which options may be granted under
the Plan shall not exceed 22,094 shares, subject to adjustment in accordance
with Section 13 hereof. Shares subject to any unexercised portion of a
terminated, cancelled or expired option granted under the Plan may again be
subjected to options under the Plan.

6. GRANT OF OPTIONS. The Committee, at any time and from time to time,
subject to Section 20, may grant options to such participants and for such
number of shares of Common Stock as it shall designate. The Committee shall
determine the general terms and conditions of exercise, including any applicable
vesting requirement and any performance requirement. The Committee may designate
any option granted as either an incentive stock option or a nonqualified stock
option, or the Committee may designate a portion of an option as an incentive
stock option or a nonqualified stock option. An incentive stock option is an
option intended to meet the requirements of Section 422 of the Code. A
nonqualified stock option is an option granted under the Plan other than an
incentive stock option. Each option granted under the Plan shall meet all of the
terms and conditions of the Plan, except that an incentive stock option shall
comply with the additional requirements of Section 7. Any participant may hold
more than one option under the Plan and any other stock option plan or other
incentive stock plan of the Company. The date on which an option is granted
shall be the date of the Committee's authorization of the option or such later
date as shall be determined by the Committee at the time the option is
authorized. Each option shall be evidenced by a stock option agreement in such
form and containing such provisions not inconsistent with the Plan as the
Committee shall direct (the "Agreement").

7. INCENTIVE STOCK OPTIONS. Any option intended to constitute an
incentive stock option shall comply with the following requirements:

(a) Subject to subsection (c) below, no incentive stock option
shall be granted with an exercise price below its fair market value on the date
of grant or with an exercise term that extends beyond ten (10) years from the
date of grant;

(b) No incentive stock option shall be granted to a non-employee
director of the Company or any of its subsidiaries;

(c) No incentive stock option shall be granted to any participant
who owns (within the meaning of Section 424(d) of the Code) stock of the Company
or its subsidiaries possessing more than 10% of the total combined voting power
of all classes of stock of the Company and its subsidiaries unless (i) at the
date of grant of an option to such a participant, the exercise price for the
option is at least 110% of the fair market value of the shares subject to the
option, and (ii) the option, by its terms, is not exercisable more than five (5)
years after the date of grant; and

(d) The aggregate fair market value of the underlying Common Stock
(determined as of the time the options are granted) as to which incentive stock
options under the Plan (or a plan of a subsidiary corporation) may first be
exercised by a participant in any one calendar year shall not exceed $100,000.
To the extent that a participant shall receive aggregate incentive stock options
to purchase Common Stock that first become exercisable in one calendar year with
a fair market value at the grant date in excess of $100,000, the portion of the
options in excess of $100,000 shall be treated as nonqualified stock options,
which shall be determined by the order in which the options were granted.

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8. OPTION PRICE. The Committee shall determine the option price per
share for each option granted under the Plan. Subject to Section 7 above, all
incentive stock options shall have an option price equal to at least 100% of the
fair market value of the Common Stock on the date of grant. The Committee, at
its discretion, may grant nonqualified stock options with an exercise price
below 100% of the fair market value of the Common Stock on the date of grant.

9. EXERCISE OF STOCK OPTIONS.

(a) The Committee, at its discretion, shall determine the general
terms and conditions of exercise, which shall be set forth in a participant's
Agreement.

(b) No stock option shall be exercisable after the tenth
anniversary of the date of grant, or such lesser period as the Committee may
specify from time to time.

(c) The Committee, in its sole discretion, may accelerate the time
at which any option may be exercised in whole or in part.

(d) The Committee may permit and, if so permitted, shall establish
procedures for, the partial exercise of options granted under the Plan.

(e) All shares of Common Stock issued upon the exercise of an option
shall be subject to such shareholder agreements regarding restrictions on
transfer, etc., as the Committee shall determine, including, without limitation,
the Stockholder Agreement, dated July 23, 1996, among the Company, National City
Capital Corporation, Hanifen Imhoff Mezzanine Fund, L.P. and the several holders
of Common Stock named therein.

10. PAYMENT FOR OPTION SHARES. The purchase price for shares of Common
Stock to be acquired upon exercise of an option granted hereunder shall be paid
in full in cash or by personal check, bank draft or money order at the time of
exercise.

11. EFFECT OF TERMINATION OF SERVICES OR DEATH.

(a) If, prior to the date that any option shall first become
exercisable, the participant's services shall be terminated, with or without
cause, or by the act, death, disability (as defined in Section 22(e) of the
Code), or retirement of the participant, the participant's right to exercise the
option shall terminate and all rights thereunder shall cease.

(b) If, on or after the date that any option shall first become
exercisable, a participant's services shall be terminated for any reason other
than death or disability (as defined in Section 22(e) of the Code), the
participant shall have the right, within the earlier of (i) the expiration of
the option, or (ii) three months after such termination of services, to exercise
the option to the extent that it shall have been exercisable and is unexercised
on the date of such termination of services, subject to any other limitation on
the exercise of the option in effect at the date of exercise; provided, however,
that the term of the option may be extended further at the discretion of the
Committee, but not beyond the expiration date stated in the original grant.

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(c) If, on or after the date that any option shall first become
exercisable, the participant shall die (either while employed by the Company or
within three months after termination) or become disabled (as defined in Section
22(e) of the Code), the participant, or the person or persons to whom the option
shall have been transferred by will or by the laws of descent and distribution
(in the case of a participant's death), shall have the right, within the earlier
of (i) the expiration of the option, or (ii) one year from the date of the
participant's termination of services due to death or disability to exercise the
option to the extent that it was exercisable and unexercised on such date,
subject to any other limitation on exercise in effect at the date of exercise;
provided, however, that the term of the option may be extended further, at the
discretion of the Committee, but not beyond the expiration date stated in the
original grant.

(d) The transfer of an employee from one corporation to another
among the Company and any of its subsidiaries, or a leave of absence with the
written consent of the Company or subsidiary shall not be a termination of
services for purposes of the Plan.

12. EMPLOYMENT WITH COMPETITOR.

(a) If a participant accepts employment with a competitor of the
Company or a subsidiary at any time within two (2) years after the exercise of
an option hereunder, the participant shall be obligated to promptly return to
the Company a cash amount equal to the option spread on the date of exercise
(i.e., the difference between the exercise price and the fair market value on
the date of exercise).

(b) The determination as to whether a participant's employer is a
competitor of the Company or a subsidiary shall be made by the Committee in its
sole discretion acting.

13. ADJUSTMENTS -- STOCK DIVIDEND, RECLASSIFICATION, ETC.

(a) The total amount of Common Stock for which options may be
granted under the Plan, and the number of shares subject to any option granted
to a participant (both as to the number of shares of Common Stock and the option
price), shall be appropriately adjusted for any increase or decrease in the
number of outstanding shares of Common Stock resulting from payment of a stock
dividend on Common Stock, a subdivision or combination of shares of Common
Stock, a stock split or a reclassification of Common Stock, and in the event of
a merger, consolidation or share exchange in which the Company shall be the
surviving corporation.

(b) The foregoing adjustments, and their application to particular
circumstances, shall be determined by the Committee in its sole discretion. Any
such adjustment may provide for the elimination of any fractional share which
might otherwise become subject to an option.

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14. CHANGE IN CONTROL; GOLDEN PARACHUTES.

(a) Notwithstanding any other provisions to the contrary in this
Plan, upon a Change in Control (as defined below), all outstanding options
immediately shall become exercisable in full and the Committee, at its
discretion, may make appropriate arrangements for the substitution of a new
option for a participant's options or an assumption of the participant's options
in a transaction that provides equivalent value to the participant and meets the
requirements of Section 424(a) of the Code; provided, however, that to the
extent that the acceleration of a grant is deemed to constitute a "golden
parachute payment" under Section 280G of the Code and such payment, when
aggregated with other golden parachute payments to the participant results in an
"excess golden parachute payment" under Section 280G of the Code, any
accelerated payment under this Section 13 shall be reduced to the highest
permissible amount that shall not subject the participant to an excess golden
parachute excise tax under Section 4999 of the Code and shall entitle the
Company to retain its full compensation tax deduction for the payment.

(b) As used herein "Change in Control" means the occurrence of any
one of the following events:

(i) If any person or group of persons acting in concert,
other than the Company, a subsidiary, the holders of Common Stock as of
the date hereof or an employee benefit plan or employee benefit plan trust
maintained by the Company or a subsidiary, becomes the "beneficial owner"
(as such term is defined in Rule 13d-3 of the Securities Exchange Act of
1934, as amended, except that a person also shall be deemed the beneficial
owner of all securities which such person may have a right to acquire,
whether or not such right is presently exercisable), directly or
indirectly, of securities of the Company representing fifty percent (50%)
or more of the combined voting power of the Company's then outstanding
securities ordinarily having the right to vote in the election of
directors; or

(ii) A liquidation or dissolution of the Company, sale of all or
substantially all of the assets of the Company, or a merger,
consolidation, share exchange or other combination in which the Company is
not the survivor; or

(iii) The addition of new members to the Board of Directors of
the Company within any consecutive twenty-four (24) month period, which
members constitute a majority of the Board, unless a majority of the Board
consists of incumbent members of the Board in office prior to the
commencement of such twenty-four (24) month period, plus new members who
were recommended or appointed by a majority of the incumbent directors in
office immediately prior to the addition of such new members to the Board.

15. RIGHTS PRIOR TO ISSUANCE OF SHARES. No participant shall have any
rights as a shareholder with respect to any shares covered by an option until
the issuance of a stock certificate to the participant for such shares. Without
limiting the generality of the foregoing, no adjustment shall be made for
dividends or other rights with respect to such shares for which the record date
is prior to the date such certificate is issued.

16. NON-ASSIGNABILITY. No option shall be transferable by a participant
except by will or the laws of descent and distribution. During the lifetime of a
participant, an option shall be exercised only by the participant. No transfer
of an option by will or by the laws of descent and distribution shall be
effective to bind the Company unless the Company shall have been furnished with
written notice thereof and a copy of the will or such evidence as the Company
may deem necessary to establish the validity of the transfer and the acceptance
by the transferee of the terms and conditions of the option or stock
appreciation right.

17. SECURITIES LAWS.

(a) Notwithstanding anything to the contrary herein, the Company's
obligation to sell and deliver Common Stock pursuant to the exercise of an
option is subject to such compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities as the
Company deems necessary or advisable. The Company shall not be required to sell
and deliver stock unless and until it receives satisfactory assurance that the
issuance or transfer of such shares shall not violate any provisions of any
federal or state law, rule or regulation governing the sale of securities, or
that there has been compliance with the provisions of such laws, rules and
regulations.

(b) The Committee may impose such restrictions on any shares of
Common Stock acquired pursuant to the exercise of an option under the Plan as it
may deem advisable, including, without limitation, restrictions under applicable
federal securities law or under any applicable state securities or "blue sky"
laws.

18. WITHHOLDING TAXES. The Company shall have the right to withhold
from a participant's compensation or require a participant to remit sufficient
funds to the Company to satisfy any applicable withholding requirements for
income and employment taxes in the event of the exercise of an option.

19. EFFECT ON EMPLOYMENT/SERVICES. Neither the adoption of the Plan nor
the granting of any option pursuant to it shall be deemed to create any right in
any individual to be retained or continued in the employment (or services as a
director) of the Company or any of its subsidiaries.

20. TERMINATION AND AMENDMENT.

(a) The Board of Directors of the Company may terminate the Plan,
or the granting of options under the Plan, at any time. No option shall be
granted under the Plan ten (10) years after adoption of the Plan by the Board of
Directors of the Company or approval of the Plan by the shareholders of the
Company, whichever is earlier. Termination of the Plan shall not affect the
rights of the holders of any options previously granted and then outstanding.

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(b) The Board of Directors of the Company may amend or modify the
Plan at any time and from time to time, but no amendment or modification,
without the approval of the shareholders of the Company, shall (i) increase the
amount of Common Stock as to which options may be granted, except as otherwise
permitted under Section 13, (ii) change the minimum option price, or (iii)
change the provisions relating to the eligibility of individuals to whom options
may be granted. No amendment, modification, or termination of the Plan shall in
any manner affect any option granted under the Plan without the consent of the
participant holding the option.

21. USE OF PROCEEDS. The proceeds received from the sale of Common
Stock pursuant to the Plan will be used for general corporate purposes of the
Company.

22. CAPTIONS. The captions and headings of the sections and the
subsections have been inserted as a matter of convenience and reference only and
shall not control or affect the meaning or construction of this Plan.

23. APPROVAL OF PLAN. The Plan shall be subject to the approval of the
holders of at least a majority of the shares of Common Stock of the Company
present and entitled to vote at a meeting of shareholders of the Company held
within twelve (12) months after adoption of the Plan by the Board of Directors.
No option granted under the Plan may be exercised in whole or in part until the
Plan has been approved by the shareholders as provided herein. If not approved
by shareholders within such twelve-month period, the Plan and any options
granted hereunder shall become void and of no effect.

MICROWAVE COMPONENTS ENTERPRISES, INC.

By: /s/ JOHN K. CANNON
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Chairman of the Compensation Committee

* * *

BOARD APPROVAL: October 23, 1996

SHAREHOLDER APPROVAL: April 15, 1997

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MCE COMPANIES, INC.

AMENDMENT NO. 1
TO
1996 STOCK OPTION PLAN

Effective as of July 20, 2000, Section 5 of the 1996 Stock Option Plan
(the "Plan") adopted by MCE Companies, Inc., a Michigan corporation f/k/a
Microwave Components Enterprises, Inc. (the "Company"), is amended and restated
to read in its entirety as follows:

" 5. STOCK; AVAILABLE SHARES. The stock subject to options under the
Plan shall be the Common Stock, without par value, of the Company ("Common
Stock"), and may be either authorized and unissued shares or shares reacquired
by the Company. The total amount of Common Stock on which options may be granted
under the Plan shall not exceed 11,047 shares, subject to adjustment in
accordance with Section 13 hereof. Shares subject to any unexercised portion of
a terminated, cancelled or expired option granted under the Plan may again be
subjected to options under the Plan."

Capitalized terms not otherwise defined herein shall have the
respective meanings set forth in the Plan.

Except as set forth above with respect to Section 5 of the Plan, all of
the terms and conditions of the Plan shall continue and remain in full force and
effect.

This Amendment No. 1 was approved by the Board of Directors of the
Company at its meeting held July 20, 2000 and is hereby executed on behalf of
the Company to be effective as of the 20th day of July, 2000.

MCE COMPANIES, INC.

By: /s/ John L. Smucker
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John L. Smucker, President

By: /s/ John K. Cannon
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John K. Cannon, Chairman of the
Compensation Committee