EXHIBIT 10.2.10

                              EMPLOYMENT AGREEMENT


         This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of
[_______], 2000 (the "Effective Date") by and between CONDOR SYSTEMS, INC., a
California corporation (the "Company"), and KENT E. HUTCHINSON (the "Employee").

         WHEREAS, the Company wishes to assure that it will have the benefit of
the knowledge and experience of Employee on a full-time basis and Employee is
willing and able to provide such knowledge and experience; and

         WHEREAS, Employee is willing to enter into an agreement to such end
upon the terms and conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, the parties hereto agree as follows:

           1. Employment. The Company hereby employs the Employee, and the
Employee hereby accepts such employment with the Company, upon the terms and
conditions hereinafter set forth.

           2. Term of Employment. Unless earlier terminated as provided in
Section 5, the Employee shall be employed by the Company under this Agreement
commencing on the Effective Date and ending on the third anniversary of the
Effective Date (the "Employment Period"). On the third and each succeeding
anniversary of the Effective Date, the Employment Period shall automatically be
extended for one additional year unless, not later than 30 days prior to such
anniversary, the Employee or the Company shall have given notice of his or its
intention not to extend the Employment Period. This Agreement will have no force
and effect until or unless the stockholders of the Company shall have approved
this Agreement pursuant to Section 8 of this Agreement.

           3.   Title and Duties.

                  (a) Employee shall have the titles and positions of Chairman
         of the Board of Directors of the Company (the "Board"), President and
         Chief Executive Officer of the Company.


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                  (b) In his capacities as Chairman of the Board, President and
         Chief Executive Officer, Employee shall report to and be responsible to
         the Board. Employee's duties and responsibilities shall be as specified
         and delegated by the Board, but, in general, the Employee shall have
         such authority and such responsibilities as are consistent with the
         authority and responsibilities of a Chairman of the Board, President
         and Chief Executive Officer of a corporation in a similar business and
         industry.

                  (c) Throughout the Employment Period, the Employee shall
         devote substantially all of his time, energy, skill and best efforts to
         the performance of his duties hereunder in a manner which will
         faithfully and diligently further the business and interests of the
         Company. Subject to the preceding sentence, the Employee may serve, or
         continue to serve, on the boards of directors of other entities and may
         engage in appropriate civic or charitable activities as long as such
         activities do not interfere or conflict with the performance of the
         Employee's duties pursuant to this Agreement and his responsibilities
         to the Company under this Agreement, and provided that any board of
         directors position is disclosed to the Board in writing at least 10
         days in advance of Employee's election to such board of directors
         position. The Employee agrees to abide by the reasonable rules,
         regulations, instructions, personnel practices and policies of the
         Company and any reasonable changes in the foregoing which may be
         adopted from time to time by the Company.

           4.   Compensation.

                  (a) Base Salary. The Company shall pay the Employee as
         compensation a salary at the beginning rate of $350,000 per year (the
         "Base Salary"), payable in accordance with the ordinary compensation
         practices of the Company. The Compensation Committee of the Board shall
         annually review the Base Salary for possible increase, in its sole
         discretion; provided that the Base Salary shall never be decreased
         after such an annual review.

                  (b)    Bonus

                           (i) Employee shall be eligible to receive an annual
                  bonus (the "Bonus") of up to 200% of Base Salary for each
                  calendar year in accordance with the following:

                                    (A) If EBITDA, as hereunder defined, for any
                           calendar year is less than the Floor EBITDA for such
                           year, the Company will pay the Employee no bonus.


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                                    (B) If EBITDA for any calendar year is equal
                           to the Target EBITDA for such year, the Company shall
                           pay the Employee a bonus of 100% of the actual Base
                           Salary paid to the Employee during such calendar
                           year;

                                    (C) If EBITDA for any calendar year is equal
                           to or greater than the Ceiling EBITDA for such year,
                           the Company shall pay the Employee an additional 100%
                           of the actual Base Salary (for a total of 200% of the
                           actual Base Salary) paid to the Employee during such
                           calendar year;

                                    (D) If EBITDA for any calendar year is
                           greater than the Floor EBITDA for such year but is
                           less than the Target EBITDA for such year, the
                           Company will pay the Employee a bonus calculated by
                           linear interpolation, as described in Attachment I.
                           If EBITDA for any calendar year is greater than the
                           Target EBITDA for such year but is less than the
                           Ceiling EBITDA for such year, the Company will pay
                           the Employee a bonus calculated by linear
                           interpolation, as described in Attachment I;

                          (ii)   Definitions.  for purposes of this Section 4:

                                    (A) "EBITDA" means, for each calendar year,
                           the EBITDA number achieved by the Company, as
                           determined annually for purposes of this Agreement by
                           the Compensation Committee of the Board.

                                    (B) "Floor EBITDA" means, for any applicable
                           calendar year, a projected EBITDA established
                           annually for purposes of this Agreement by the
                           Compensation Committee of the Board, together with
                           the Employee; provided that the 2000 Floor EBITDA
                           shall be $16,100,000.

                                    (C) "Target EBITDA" means, for any
                           applicable calendar year, a projected EBITDA
                           established annually for purposes of this Agreement
                           by the Compensation Committee of the Board, together
                           with the Employee; provided that the 2000 Target
                           EBITDA shall be $17,600,000.



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                                    (D) "Ceiling EBITDA" means, for any
                           applicable calendar year, a projected EBITDA
                           established annually for purposes of this Agreement
                           by the Compensation Committee of the Board, together
                           with the Employee; provided that the 2000 Ceiling
                           EBITDA shall be $18,700,000.

                  (c) Reimbursement of Expenses. The Company shall pay or
         reimburse the Employee for all reasonable travel and other expenses
         (including country club membership annual fees) incurred by the
         Employee in the performance of his obligations under this Agreement,
         provided that the Employee properly accounts for such expenses in
         accordance with the policies and procedures of the Company.

                  (d) Vacation. The Employee shall be entitled to a number of
         paid vacation days in each calendar year as determined by the Company
         from time to time for its employees in accordance with Company policy
         (prorated for any calendar year in which the Employee is employed under
         this Agreement for less than the entire year).

                  (e) Fringe Benefits and Perquisites. The Company, at its
         expense, shall provide the Employee with: (i) a term life insurance
         policy in the amount of $2 million for the benefit of such beneficiary
         or beneficiaries as may be designated from time to time by the
         Employee, (ii) a split-dollar life insurance policy to be owned by the
         Employee in the amount of $1 million on terms comparable to those of
         Employee's existing policy as of the date of this Agreement, (iii)
         group life insurance at the levels commensurate with the Employee's
         position in the Company but no less than the level of benefits existing
         on the date of this Agreement, (iv) medical and dental insurance at the
         levels commensurate with the Employee's position in the Company but no
         less than the level of benefits existing on the date of this Agreement
         and of a kind not materially different from that provided by Employee's
         most recent previous employer, and (v) disability insurance, provided
         that the aggregate annual premium for such insurance is not in excess
         of $25,000. In addition, the Employee shall be eligible during the
         Employment Period (x) to receive an automobile allowance in the amount
         of $1,250 per month or to obtain a leased car of the Employee's choice
         (at his option), and (y) to participate in and receive benefits under
         any other plan or arrangement made available by the Company to its
         employees, consistent with past practice, except for the Company's ESOP
         and other stock-based plans, subject to and on a basis consistent with
         the terms, conditions and overall administration of such plans and
         arrangements.



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                  (f) Relocation Expenses. The Company will pay all costs
         associated with the relocation of the Employee to a location within
         reasonable proximity of the Company's current location at 2133
         Samaritan Drive, San Jose, CA in accordance with the following:

                           (i) The Company will reimburse Employee for all
                  reasonable costs associated with the sale of his current home
                  located at 17 Cobtail Way, Simsbury, CT.

                          (ii) The Company will reimburse Employee for all
                  reasonable moving and/or storage of goods costs associated
                  with his move from his current home to a location within
                  reasonable proximity of the Company's present office. The
                  Company will similarly reimburse Joan Hutchinson for all
                  reasonable moving and/or storage of goods costs associated
                  with this move.

                         (iii) The Company will pay to Employee an amount or
                  amounts sufficient to provide Employee with reasonable
                  temporary living expenses for Employee and his family in
                  connection with Employee's relocation to an area within
                  reasonable proximity of the Company's current office.

                          (iv) If the sale of Employee's current home located at
                  17 Cobtail Way, Simsbury, CT does not yield a minimum sale
                  price of $1.3 million, the Company will pay to Employee the
                  difference between the final sale price and $1.3 million.

                           (v) To the extent that the Company is financially
                  able to do so, the Company will provide to the Employee the
                  opportunity to receive an interest-free bridge loan (if so
                  required and requested by the Employee) to assist in his
                  financing a bid for the purchase of a new home in an area
                  within reasonable proximity of the Company's current office.

                          (vi) Upon request by Employee, the Company will
                  provide to the Employee a current statement of earnings,
                  including any anticipated bonus, if such information is
                  necessary for Employee's home mortgage application.



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                         (vii) The Company will pay to Employee, in addition to
                  all relocation payments otherwise required pursuant to this
                  Section 4(f) , an amount such that after payment by Employee
                  of all of Employee's applicable federal, state and local taxes
                  on such additional amount, Employee will retain an amount
                  sufficient to pay the total of Employee's applicable federal,
                  state and local taxes arising due to the payments under this
                  Section 4(f).

                  (g) Stock Awards. Subject to the approval of the Board, on the
         Effective Date, Employee will be granted 1,020,000 Performance Options
         and 510,000 Super Performance Options. Employee shall also be eligible
         to receive additional equity-based incentive awards as may be approved
         by the Board from time to time.

                  (h) The Company will use reasonable efforts to structure, if
         financially practicable, a portion of Employee's cash compensation
         awarded under Section 4(a) and Section 4(b) of this Agreement as a
         non-qualified deferred compensation arrangement so as to replace any
         post-retirement benefit which the Employee has forfeited or lost under
         his prior employer's applicable benefit programs by reason of his
         ceasing to be an employee of such prior employer.

                  (i) Withholding.  All payments under this Agreement shall be
         subject to withholding for applicable taxes.

           5. Termination. The Employee's employment by the Company shall be
terminated upon the occurrence of any of the following:

                  (a) By Employee Without Cause. The Employee may terminate his
         employment under this Agreement upon at least 120 days' prior notice to
         the Board of the Company. Upon termination of his employment and upon
         experiencing a "qualifying event", as defined in Section 4980B(f)(3) of
         the Internal Revenue Code of 1986, as amended, COBRA coverage shall be
         made available to the Employee in compliance with federal law.

                  (b) By Employee for Good Reason. The Employee may terminate
         his employment under this Agreement after the Effective Date, upon at
         least 30 days' prior notice to the Board of the Company, for Good
         Reason. For purposes of this Agreement, "Good Reason" shall mean the
         occurrence of the following:



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                           (i) the occurrence of a "Change in Control." For
                  purposes of this Agreement, a "Change in Control" shall mean
                  the occurrence of (x) the consolidation, reorganization or
                  merger of the Company with or into another corporation or
                  corporations or other legal entitie(s) not controlled by any
                  entity that is an affiliate of the Company immediately
                  following the Effective Date, or (y) the conveyance of all or
                  substantially all of the stock or assets of the Company to
                  another person or entity not controlled by any entity that is
                  an affiliate of the Company immediately following the
                  Effective Date; provided that a Change in Control shall not be
                  deemed to occur upon the occurrence of an initial public
                  offering of the Company's capital stock ("IPO"); or

                          (ii) the Employee's duties, authority or
                  responsibilities as Chairman of the Board, President and Chief
                  Executive Officer, whether managerial or supervisory, are
                  materially diminished without the prior consent of the
                  Employee.

                  (c) By the Company for Cause. The Company may terminate the
         Employee's employment for Cause. "Cause" for purposes of this Agreement
         shall mean Employee's (i) personal dishonesty; (ii) willful misconduct;
         (iii) breach of fiduciary duty involving personal profit; (iv)
         intentional failure to perform designated duties or willful refusal to
         implement decisions of the Board made in good faith; (v) willful
         violation, for personal financial gain, of any law, rule or regulation;
         or (vi) material breach of any provision of this Agreement; provided,
         however, that prior to any proposed Board action pursuant to
         subparagraph (iv) the Board shall give the Employee reasonable
         opportunity to respond and, if appropriate, to otherwise perform as
         directed.

         The Employee's right to compensation and other benefits from the
Company under this Agreement shall cease upon the Company's terminating the
Employee's employment under this Agreement for Cause. The provisions of this
Section 5(c) shall take precedence over the provisions of Section 5(a)
notwithstanding any prior notice by the Employee to the Company under Section
5(a).

                  (d) By the Company Without Cause. The Company may terminate
         the Employee's employment under this Agreement without Cause therefor
         at any time.

           6.   Severance Pay



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                  (a) In the event that the Employee's employment under this
         Agreement is terminated pursuant to the provisions of Section 5(b) or
         5(d), or if the employee's Employment Period is not renewed by the
         Company pursuant to Section 2, as severance pay the Employee shall be
         paid the greater of (i) 200% of (A) the Employee's then-current Base
         Salary plus (B) the Employee's most recently paid bonus at the date of
         Employee's termination and (ii) $1,400,000. Such severance pay shall be
         paid in a lump sum to an escrow account at a bank designated by the
         Company, and thereafter shall be paid to the Employee in eight equal
         installments on the last business day of each of the eight fiscal
         quarters following the quarter during which Employee's employment is
         terminated, beginning with such fiscal quarter; provided that the
         escrow agreement will provide that all payments of Employee's severance
         pay will cease if Employee breaches any of the provisions of Section 7
         of this Agreement. Employee shall also be entitled to continued
         eligibility to participate in all health, medical and dental benefit
         plans of the Company for which Employee was eligible immediately prior
         to the effective time of the termination of Employee's employment, or
         comparable coverage, for two years, or, if sooner, until comparable
         health insurance coverage is available to Employee in connection with
         subsequent employment or self-employment. In addition, the termination
         of the Employee's employment shall not accelerate the vesting of
         unvested Options or Stock Appreciation Rights (as such terms are
         defined in the 1999 Management Incentive Plan) held by the Employee (if
         any).



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                  (b) In the event that the Employee's employment under this
         Agreement is terminated upon the death or disability of the Employee,
         then the Employee will not be entitled to the severance benefits set
         forth in Section 6(a); however, the Company will pay to the Employee or
         the Employee's spouse (if she is then living) the Employee's
         then-current Base Salary in accordance with the Company's normal pay
         practices until the earlier of (i) the end of the sixth calendar month
         following Employee's termination of active service, or (ii) such time
         as the Employee's spouse (or a trust for her benefit) has received
         proceeds from the insurance policy described in Section 4(e)(i). Any
         Base Salary paid after the death or disability of the Employee pursuant
         to clause (i) above shall be repaid to the Company upon the receipt of
         the insurance proceeds described in clause (ii) by the Employee's
         spouse (or by a trust for her benefit). The Company shall also pay to
         Employee or Employee's spouse the pro rata portion of Employee's bonus
         for the year during which the death or disability of the employee
         occurs which payment shall not be subject to repayment. As of the date
         of the death or disability of Employee, all benefits for the Employee
         pursuant to section 4(c), (d) and (e) of this Agreement shall cease.
         Options and Stock Appreciation Rights held by the Employee (if any)
         shall expire on the dates upon which such Option and Stock Appreciation
         Rights would have expired had it not been for the termination of
         Employee's employment or service. The Employee shall have the right to
         exercise such Options and Stock Appreciation Rights prior to such
         expiration to the extent such were exercisable at the date of such
         termination of employment or service and shall not have been exercised.
         In addition, the termination of the Employee's employment shall not
         accelerate the vesting of any unvested Options or Stock Appreciation
         Rights held by the Employee (if any).



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                  (c) If the Employee terminates his employment pursuant to
         Section 5(a) and continues to provide services to the Company, or if
         the Employee's employment under this Agreement is terminated pursuant
         to Section 5(c), the Company shall continue to pay the Employee his
         then-current Base Salary in equal monthly installments until the
         termination of his active service with the Company if the Employee
         resigns pursuant to Section 5(a), or until the date of his termination
         if the Employee's employment is terminated pursuant to Section 5(c). As
         of the effective date of Employee's termination pursuant to Section
         5(a) or Section 5(c), Employee shall be entitled to no bonus or
         benefits pursuant to this Agreement, and the Employee's right to
         exercise an Option or a Stock Appreciation Right (if any) shall
         terminate, and such Option or Stock Appreciation Right shall expire, on
         the day of such termination of employment or service. In addition, the
         Company or its designee shall have the right to purchase all or a
         portion of the vested Options and/or Shares (as defined in the 1999
         Management Incentive Plan) acquired upon the exercise of Options (if
         any) by the Employee at a per share price equal to the lower of (i) the
         price paid by Employee for such Shares which have been issued or which
         are issuable under vested but unexercised Options and (ii) the fair
         market value (as determined in accordance with Section 2.07 of the
         Investors Agreement dated as of April 1999 by and between the Company
         and the several Shareholders (as defined therein) from time to time
         parties thereto) of such Shares which have been issued or which are
         issuable under vested but unexercised Options on the date of purchase,
         less the exercise price in the case of vested Options. The Company or
         its designee shall also have the right to purchase all or a portion of
         any other Shares previously purchased by the Employee (if any), at a
         per share price equal to the fair market value (as determined in
         accordance with Section 2.07 of the Investors Agreement dated as of
         April 1999 by and between the Company and the several Shareholders (as
         defined therein) from time to time parties thereto) of the Shares on
         the date of purchase by the Company. If the Company elects to exercise
         its right under this Section 6(c), the Company shall deliver written
         notice (a "Purchase Notice") to the Employee to such effect within 30
         days of a termination of Employee's employment. For purposes of this
         Section 6(c), the "date of purchase" shall mean the third business day
         following the receipt of notice by the Employee that the purchase right
         is to be exercised. Payment of the purchase price may be made in cash
         or by certified check; provided that if the terms of any agreement to
         which the Company is a party, or any of the indentures governing any
         debt securities issued by the Company or any of its subsidiaries would
         prohibit the Company from effecting such payment, payment may be
         effected through a promissory note having such commercially reasonable
         terms and interest rate as may be determined by the Company it is
         reasonable discretion, provided that in any event such note shall
         become due at such time as the prohibitions described above shall
         lapse.

                  (d) The provisions of this Section 6 and Section 7 of this
         Agreement shall survive any termination of this Agreement.

           7.   Non-Competition and Non-Solicitation

                  (a) Subject to Section 7(b) below, in consideration of his
         employment hereunder and in view of the confidential position to be
         held by the Employee hereunder, during the Employment Period and
         through the two-year period commencing on the effective date of the
         termination of Employee's employment hereunder, the Employee shall not,
         directly or indirectly, be employed by, or act as a consultant or
         lender to or in association with, or as a director, officer, employee,
         partner, owner, joint venturer, member or otherwise of any person,
         firm, corporation, partnership, limited liability company, association
         or other entity that engages in the same business as, or competes with,
         any business actually conducted by the Company or any or its
         subsidiaries (other than beneficial ownership of up to 2% of the
         outstanding voting stock of a publicly traded company that is or owns
         such a competitor);

                  (b) In the event that the employee is terminated by the
         Company for Cause or resigns without Good Reason, during the Employment
         Period and through the one-year period commencing on the effective date
         of the termination of Employee's employment hereunder, the Employee
         shall not, directly or indirectly, be employed by, or act as a
         consultant or lender to or in association with, or as a director,
         officer, employee, partner, owner, joint venturer, member or otherwise
         of any person, firm, corporation, partnership, limited liability
         company, association or other entity that engages in the same business
         as, or competes with, any business actually conducted by the Company or
         any of its subsidiaries (other than beneficial ownership of up to 2% of
         the outstanding voting stock of a publicly traded company that is or
         owns such a competitor);



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                  (c) In consideration of his employment hereunder and in view
         of the confidential position to be held by the Employee hereunder,
         during the Employment Period and through the one-year period commencing
         on the effective date of the termination of Employee's employment
         hereunder, the Employee will not (i) induce or attempt to induce any
         employee of the Company or any of its subsidiaries to leave the employ
         of the Company or such subsidiary, or in any way interfere with the
         relationship between the Company or any of it subsidiaries and any
         employee thereof, (ii) hire directly or indirectly any person who is
         then an employee of the Company or any of its subsidiaries, or (iii)
         induce or attempt to induce any customer, supplier, licensee or other
         business relation of the Company or any of its subsidiaries to cease
         doing business with the Company or such subsidiary, or in any way
         interfere with the relationship between any such customer, supplier,
         licensee or business relation and the Company or such subsidiary;
         provided, however, that the Employee will cease to be bound by this
         Section 7(c) on the six-month anniversary of the effective date of the
         termination of Employee's employment hereunder if his employment is
         terminated without Cause;

                  (d) The Employee expressly agrees that the character, duration
         and geographic scope of the provisions of this Section 7 are reasonable
         in light of the circumstances as they exist on the date hereof. If any
         competent court shall determine that the character, duration or
         geographic scope of such provisions is unreasonable, then it is the
         intention and the agreement of the Employee and the Company that this
         Agreement shall be construed by the court in such a manner as to impose
         only those restrictions on the Employee's conduct that are reasonable
         in the light of the circumstances and that are necessary to assure to
         the Company the benefits of this Section 7. The Employee agrees that
         any breach of this Section 7 will cause the Company substantial and
         irrevocable damage and therefore in the event of any such breach, in
         addition to all other remedies which may be available, the Company
         shall have the right to seek specific performance and injunctive
         relief.

           8. Stockholder Approval. This Agreement shall be effective upon
submission to and approval by stockholders of the Company holding more than 75%
of the voting power of all outstanding common stock of the Company. In
connection with such submission and approval, the Company represents that it has
provided each stockholder with the disclosure required by Treasury Regulation
Section 1.280G-1-Q&A 7(d).



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           9. Entire Agreement; Amendments. This Agreement (upon its
effectiveness), together with option and other agreements relating to stock of
the Company entered into substantially contemporaneously herewith (if any),
contain the entire understanding of the parties with respect to the matters set
out herein, merging and superseding all prior and contemporaneous agreements and
understandings between the parties with respect to such matters. This Agreement
may be amended only by a written instrument duly executed by all parties or
their respective heirs, successors, assigns or legal personal representatives.

          10.   No Conflicts; No Assignments.

                  (a) Employee represents and warrants to the Company that he is
         not as of the date of this Agreement, and will not become during the
         Employment Period, a party to any oral or written contract that
         prohibits, or materially restricts or limits, or will prohibit or
         materially restrict or limit the performance of his duties or the
         fulfillment of his obligations as an employee and an officer of the
         Company or under this Agreement.

                  (b) The Employee acknowledges that the services to be rendered
         by him are unique and personal and, accordingly, that he shall not
         assign any of his rights or delegate any of his duties or obligations
         under this Agreement.

          11. Waiver of Breach. Either party may, by written notice to the
other: (i) extend the time for the performance of any of the obligations or
other actions of the other, (ii) waive compliance with any of the covenants of
the other contained in this Agreement, and (iii) waive or modify performance of
any of the obligations of the other. However, mere forbearance or indulgence by
either party in any regard whatsoever shall not constitute a waiver of the
covenant or condition to be performed by the other party to which the same may
apply and, until complete performance of said covenant or condition, said party
shall be entitled to invoke any remedy available under this Agreement or by law
or in equity despite said forbearance or indulgence.

           12. Headings. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.



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<PAGE>


          13. Arbitration; Governing Law. To the fullest extent permitted by
law, any dispute, claim or controversy of any kind including but not limited to,
tort, contract and statute arising under, in connection with or related to this
Agreement shall be resolved exclusively by binding arbitration in the State of
New York, in accordance with the rules of the American Arbitration Association.
The Company and the Employee hereby waive any objection to personal jurisdiction
or venue in any forum located in the State of New York. No claim, lawsuit or
action of any kind may be filed by either party to this Agreement; arbitration
is the exclusive dispute resolution mechanism between the parties. Judgment may
be entered on the arbitrator's award in any court of relevant jurisdiction. This
agreement shall be governed by and construed in accordance with the laws of the
State of New York as such laws are applied to agreements entered into and to be
performed entirely within New York by New York residents.

          14. Severability. In the event that any provision of this Agreement,
or the application thereof to any person or circumstance, is held by a court of
competent jurisdiction to be invalid, illegal or unenforceable in any respect in
any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision of this Agreement in that jurisdiction or the
application of that provision to any other person or circumstance or in any
other jurisdiction, and this agreement shall then be construed in that
jurisdiction as if such invalid, illegal or unenforceable provision had not been
contained in this Agreement, but only to the extent of such invalidity,
illegality or unenforceability.

           15. Further Assurances. Each party shall perform such further acts
and execute and deliver such further documents as may be reasonably necessary to
carry out the provisions of this Agreement.

          16. Enforcement. In the event either party hereto fails to perform any
of its obligations under this Agreement or in the event a dispute arises
concerning the meaning or interpretation of any provision of this Agreement, the
defaulting party or the party not prevailing in such dispute as the case may be,
shall pay the reasonable costs and expenses incurred by the other party in
enforcing or establishing its rights hereunder, including without limitation,
court costs and reasonable attorney's fees.



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         IN WITNESS WHEREOF, the Company and the Employee have duly executed and
delivered this Employment Agreement as of the day and year first above written.

                                                     CONDOR SYSTEMS, INC.



                                                     By:_______________________

                                                        Title:


                                                     EMPLOYEE:



                                                     --------------------------
                                                     Kent E. Hutchinson