Exhibit 10.12

EMPLOYMENT AGREEMENT
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Between:

1.    ANAREN EUROPE B.V. , a private company with limited liability incorporated
      under the laws of the Netherlands, registered at Almelo (nr.06085670) with
      its principal office at Almelo,  hereinafter:  "the Company",  hereby duly
      represented by Mr. Mark Burdick ,

2.    RUTGER THEUNISSEN, born at Eindhoven, the Netherlands, residing at Roffart
      8, 1083 CJ Amsterdam, The Netherlands, hereinafter: "Mr. Theunissen";

Whereas:

(A)   The Company is entitled  according to the articles of  association  of the
      Company ("the Articles of Association") to enter into this Agreement;

(B)   The general  meeting of  shareholders  has  appointed  Mr.  Theunissen  as
      Managing Director in their meeting on the signing date of this Agreement.

It has been agreed as follows:

Article 1 - Function and duration

1.1   With  effect  from  April  22,  2002 Mr.  Theunissen  will  enter  into an
      employment  agreement  with the Company as Managing  Director  ("Statutair
      Directeur") of the Company, under acceptance of the powers and obligations
      set forth in the Articles of Association.

1.2   The employment agreement is for an indefinite period of time.

1.3   The notice period for  termination of the  employment  shall be two months
      for Mr. Theunissen and four months for the Company.

1.4   Notice of  termination  must be given in writing by the end of the current
      month.

Article 2 - Duties

2.1   Mr.  Theunissen  shall exercise all such powers and duties as the Articles
      of Association,  the Supervisory Board respectively the general meeting of
      shareholders of the Company may determine. During the employment agreement
      Mr. Theunissen  undertakes  faithfully to serve the Company and to use his
      utmost  endeavours to promote its interests and to devote the whole of his
      time, attention and abilities during normal business hours to its affairs.


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2.2   During the  employment  agreement Mr.  Theunissen  shall not without prior
      written  consent of the  general  meeting of  shareholders  of the Company
      directly or  indirectly  in any capacity be engaged or  interested  in any
      other business, trade or occupation.

2.3   Mr.  Theunissen  shall keep proper  records of his  activities as Managing
      Director for review by the general meeting of shareholders of the Company.

2.4   Mr.  Theunissen shall need prior written approval from the general meeting
      of shareholders  respectively  the Supervisory  Board for the decisions as
      mentioned  in  article  12 of the  Articles  of  Association  and  per the
      resolutions by the Supervisory Board.

2.5   Mr.  Theunissen shall follow all reasonable  instructions from the general
      meeting of shareholders.

Article 3 - Remuneration

3.1   The base  annual  salary  is  100,000.00  Euro  payable  in equal  monthly
      instalments by the end of the month.

3.2   The holiday bonus ("vakantiegeld") is 8% payable pro rata in the month May
      of each year. At Mr.  Theunissen's  option,  13 "ATV" days may be taken in
      lieu of the 8% holiday  bonus.  Mr.  Theunissen  may in effect  "purchase"
      anywhere  from 1 to 13 ATV days per year at 0.6154% per ATV day. This must
      be determined in advance on an annual basis.

3.3   The base  salary is  subject  to annual  increase  based on the  Company's
      results and Mr. Theunissen's  personal  performance,  as determined by the
      general  meeting  of  shareholders  at their  sole  discretion.  The first
      increase will not be before 1 June 2003.

3.4   Mr. Theunissen is eligible for a Management  Performance Bonus. This Bonus
      shall  be 20% of the  Base  Salary,  and will  consist  of 10 %  Corporate
      respectively  10%  Company  Goals.  The  Company  Goals  will  be  defined
      annually,  for the first time in June 2002. The Performance Bonus shall be
      specified in a separate Regulation.

3.5   Mr.  Theunissen  is  entitled  to one  initial  Bonus of  30,000.00  Euro,
      consisting of 15,000.00 Euro paid at commencement  of the  employment,  an
      additional 15,000.00 Euro is payable if and after one year of employment.

Article 4 - Stock Options

4.1   Mr.  Theunissen  is  entitled  to an  initial  grant of 10,000  options to
      purchase shares in Anaren Microwave,  Inc. with possible additional grants
      as part of annual  performance and salary  reviews.  Details of this grant
      will be included in a separate prospectus.


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Article 5 - Holidays

5.1   In addition to the Dutch Public Holidays, Mr. Theunissen is entitled to 25
      working days holiday per annum at full salary.

5.2   No "A.T.V."-days will apply to Mr. Theunissen,  unless elected pursuant to
      Article 3.2 above.

Article 6 - Company Car and Mobile Phone

6.1   The Company shall provide Mr.  Theunissen at its expense with a leased car
      with a value not to exceed  35,000.00  Euro or 900 Euro/month  lease.  Any
      costs due to a car value  above  35,000.00  Euro or 900  Euro/month  lease
      shall be borne by Mr. Theunissen.

6.2   The Company shall provide Mr.  Theunissen  with a mobile phone,  all costs
      borne by the Company.

Article 7 - Pension, Insurance

7.1   The Company  shall  contribute  67% of the premium for the old age pension
      for Mr.  Theunissen  Euro,  33% of the premium will be  contributed by Mr.
      Theunissen.  A maximum  contribution  amount  and  further  details  to be
      included in a separate pension letter which will subsequently be signed by
      both parties.

7.2   The Company shall  contribute  50% of the premium for the private  medical
      insurance  for  Mr.  Theunissen  and  his  family  either  as  part of the
      collective  insurance  plan of the Company or of an  individual  insurance
      plan of Mr. Theunissen, the other 50% to be borne by Mr. Theunissen.

Article 8 - Expenses

8.1   Mr.  Theunissen shall receive a fixed  representation  allowance of 150.00
      Euro net per month for general  out-of-pocket company related expenses, if
      and in so far as  permitted  by the Tax  Authorities,  failing  which  the
      allowance  shall  be  reduced  accordingly  without  compensation  to  Mr.
      Theunissen.

8.2   In addition to out -of--  pocket  business  related  expenses  the Company
      shall reimburse to Mr.  Theunissen all travel,  accommodation  and related
      costs incurred by him, as documented by him.

8.3   The Company will bear all of his moving and storage expenses and temporary
      housing for up to 90 days.  The Company will  contract  directly  with the
      moving service. In addition an amount of 5,445.00 Euro will be provided by
      the Company to cover any incidental furnishing expenses.


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Article 9 - Duty of Secrecy, non-competition and relation clause

9.1   Mr.  Theunissen is obliged,  both during the term and after termination of
      the employment  agreement to observe strict secrecy  regarding all matters
      relating to the  Company and any of its  business  and the  businesses  of
      Anaren Microwave,  Inc. and its affiliated  subsidiaries.  At any time Mr.
      Theunissen  will  refrain  from any  expression  about the Company and its
      affiliates that can have a negative  influence on the image of the Company
      and its  affiliates  and he will make an effort to refrain  third  parties
      from such expressions.

9.2   Without prior written approval of the Company Mr. Theunissen is prohibited
      during the period of this employment agreement and for a period of 2 years
      after  the  termination  of the  employment  agreement  to  carry  out any
      business,  directly or indirectly,  that is competitive with or similar to
      the  businesses  the Company,  Anaren  Microwave,  Inc. and its affiliated
      subsidiaries  carries on world wide, or to have a financial interest in or
      for,  to work for or on  behalf  of such  business,  whether  or not as an
      employee in such business, either reimbursed or not.

9.3   Without prior written approval of the Company Mr. Theunissen is prohibited
      for a period of 2 years after the termination of the employment  agreement
      to, in any way, approach candidates of the Company and its affiliates that
      are registered with the Company and its affiliates  during a period of two
      years preceding the termination of this employment agreement, irrespective
      of whether these candidates have,  directly or indirectly,  entered into a
      contract with a client of the Company and its affiliates.

9.4   Without prior written approval of the Company Mr. Theunissen is prohibited
      during the period of this employment agreement and for a period of 2 years
      after the termination of the employment agreement, whether for his/her own
      account or for the  benefit of third  parties,  or  otherwise,  to perform
      activities  for clients of the  Company,  Anaren  Microwave,  Inc. and its
      affiliates,  as far as these  activities  can be deemed  to be  activities
      similar to the  activities  the Company and its  affiliates  performed for
      these clients. For this purpose, clients of the Company and its affiliates
      are natural persons and legal entities, including entities affiliated with
      them or controlled  by them,  that are or have been clients of the Company
      and its affiliates at any time during a period of two years  preceding the
      termination of this employment agreement.

9.5   In the event Mr.  Theunissen does not comply with any of the  stipulations
      in articles  9.1,  9.2,  9.3 or 9.4, he will  forfeit a penalty  instantly
      claimable, without the right of compensation,  suspension and discounting,
      of  50,000.00  Euro,  increased  with  2,500.00  Euro  for  each  day  his
      non-compliance  continues,  thereby not affecting  the Company's  right to
      claim full compensation, all with costs and interests.


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Article 10 - Inventions

10.1  Mr.  Theunissen  declares that all ideas and inventions at any time during
      the  employment  agreement  will be made in favour of the Company and that
      the Company  will be the sole owner of the rights in  connection  of these
      inventions.

10.2  The salary of Mr.  Theunissen  mentioned under article 3 of this agreement
      includes  any  possible  reimbursement  for these  inventions  so that Mr.
      Theunissen shall have no claim for a separate reimbursement for this.

Article 11 - Miscellaneous

11.1  Upon  termination  of the  employment  agreement  for whatever  reason Mr.
      Theunissen  shall  deliver to the Company  forthwith  all its  belongings,
      including  without  limitation,   electronic  or  other  records,   files,
      documents, credit cards and other materials or data of the Company without
      retention of any copy.

11.2  This  agreement  is  construed  in  accordance  with and shall be governed
      exclusively  by Dutch law. All disputes  arising in  connection  with this
      contract shall be brought before a competent Court in the Netherlands.

11.3  This agreement shall be in the English Language only.

      ___________________________                  _____________________________

      Anaren Europe B.V.                           R. Theunissen
      by: Mark Burdick


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