AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT


     AMENDMENT NO. 5 TO EMPLOYMENT  AGREEMENT  made as of the 17 day of August,
2005 by and between AEROFLEX INCORPORATED,  a Delaware corporation  (hereinafter
the "Company") and LEONARD BOROW (hereinafter the "Executive").

                              W I T N E S S E T H:

     WHEREAS,  the Company and Executive  entered into an  Employment  Agreement
dated March 1, 1999,  as amended  subsequently  by  Amendment  Agreements  dated
September  1, 1999 and  August  13,  2001,  November  8,  2001 and May 13,  2004
(hereinafter the "Employment Agreement"); and

     WHEREAS,  the  Company  and  Executive  desire to  further  modify the said
Employment Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   Paragraph 4 (a) shall be amended and restated as follows, effective as
          of the date hereof:

          "For each  Fiscal  Year  during the  Employment  Term,  Borow shall be
          eligible to receive an annual  bonus equal to 3 percent of  Aeroflex's
          consolidated  pre-tax  earnings for such Fiscal Year computed  without
          regard to any amount due under this  Section  4(a) and without  charge
          for Acquired In-Process Research and Development and without regard to
          earnings or losses from  discontinued  operations  but with charge for
          stock-based compensation to the extent of the U. S. GAAP charge in the
          financial statements. Any such bonus payable with respect to a portion
          of a  Fiscal  Year  shall  be  prorated  accordingly.  Borow  shall be
          entitled  to  elect  to  defer,   under  the  terms  of  any  deferred
          compensation   agreement  or  annual   incentive   compensation   plan
          applicable to him and then in effect,  any portion of his annual bonus
          that is not already subject to deferral thereunder."






     2.   Except as  specifically  provided in this  Amendment,  the  Employment
          Agreement  is in all other  respects  hereby  ratified  and  confirmed
          without amendment.

     IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of the
day and year first above written.


                                       AEROFLEX INCORPORATED

                                   By: /s/Harvey R. Blau
                                      ---------------------------------
                                       Harvey R. Blau, Chairman & CEO


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