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                                                                    EXHIBIT 99.3

                          SIGNAL TECHNOLOGY CORPORATION
                       CODE OF ETHICS AND BUSINESS CONDUCT

Employees of Signal Technology Corporation (the "Company" or "STC") have a
professional, moral and contractual obligation to our customers, the Company and
themselves to insure that they have followed the procedures, processes, policies
and documents that are called out and required in the performance of their job
duties. The integrity and reliability of our products and our business
reputation depends on every employee's adherence to the required policies,
procedures and processes.

The following has been adopted by Signal Technology Corporation as our Company's
Code of Ethics and Business Conduct. It summarizes the virtues and principles
that are to guide our actions in business. We expect our agents, consultants,
contractors, representatives, and suppliers to be guided by them as well. We
believe that high ethical standards are essential to achievement of our goals.

There are numerous resources available to assist you in meeting the challenge of
performing your duties and responsibilities. There can be no better course of
action for you than to apply common sense and sound judgment to the manner in
which you conduct yourself. However, do not hesitate to use the resources that
are available whenever it is necessary to seek clarification.

Virtues to remember and practice:

HONESTY: to be truthful, honest and forthright with one another and with our
customers, communities, suppliers, and stockholders.

INTEGRITY: to say what we mean, to deliver what we promise, and to stand for
what is right. To have the courage to "do the right thing" when tough issues
arise.

MUTUAL RESPECT: to treat one another with the dignity and fairness appreciating
the diversity of our workforce and the uniqueness of each employee.

TRUST: to build confidence through teamwork and open, candid communication.

RESPONSIBILITY: to speak up - without fear of retribution - and promptly report
concerns in the workplace, including violations of laws, rules, regulations and
company policies, and seek clarification and guidance whenever there is doubt.

CITIZENSHIP: to obey all laws, rules and regulations of the United States and
the other countries in which we do business and to do our part to make the
communities in which we live better.

WE ARE COMMITTED TO THE ETHICAL TREATMENT OF THOSE TO WHOM WE HAVE AN OBLIGATION

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For our employees we are committed to honesty, just management and fairness,
providing a safe and healthy environment, and respecting the dignity due
everyone.

For our customers we are committed to produce reliable products and services,
delivered on time, at a fair price.

For the communities in which we live and work we are committed to acting as
concerned and responsible neighbors, reflecting all aspects of good citizenship.

For our stockholders we are committed to pursuing sound growth and earning
objectives and to exercising prudence in the use of our assets and resources.

For our suppliers we are committed to fair competition and the sense of
responsibility required of a good customer.

Obey the Law

We will conduct our business in accordance with all applicable laws, rules and
regulations. The laws, rules and regulations related to contracting with the
United States government are far-reaching and complex. Compliance with
applicable laws, rules and regulations does not comprise our entire ethical
responsibility. Rather, it is a minimum, absolutely essential condition for
performance of our duties.

Promote a Positive Work Environment

All employees want and deserve a work place where they feel respected,
satisfied, and appreciated. Harassment or discrimination of any kind and
especially involving race, color, religion, gender, age, national origin,
disability or veteran or martial status is unacceptable in our work place
environment.

Providing an environment that supports the honesty, integrity, respect, trust,
responsibility, and citizenship of every employee permits us the opportunity to
achieve excellence in our work place. While everyone who works for the Company
must contribute to the creation and maintenance of such an environment, our
executives and management personnel assume special responsibility for fostering
a context for work that will bring out the best in all of us.

Work Safely: Protect Yourself and Your Fellow Employees

We are committed to providing a drug-free, safe and healthy work environment.
Each of us is responsible for compliance with environmental, health and safety
laws, rules and regulations. Observe posted warnings and regulations. Report
immediately to the appropriate manager any accident or injury sustained on the
job or any environmental or safety concerns you may have.

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Keep Accurate and Complete Records

We must maintain accurate and complete Company records. Transactions between the
Company and outside individuals and organizations must be promptly and
accurately entered in our books in accordance with generally accepted accounting
practices and principles. No one should rationalize or even consider
misrepresenting facts or falsifying records. It is illegal, will not be
tolerated, and will result in disciplinary action.

Record Costs Properly

Employees are responsible for ensuring that labor and material costs are
accurately recorded and charged on the Company's records. These costs include,
but are not limited to, normal contract work, work related to independent
research and development, and bid and proposal activities.

Accurately Follow Procedures and Processes

An employee's use of signatures, initials and assigned stamps, which are affixed
to Company documents and data in the performance of their job duties, certifies
that the documents, procedures and processes required were followed. Signatures,
initials and assigned stamps affixed to a document also certify that the
information or data entered or required on these documents is accurate and
complete to the best of the employee's knowledge.

-        Each employee is required to affix his or her signature, initials or
         stamp to Company documents where the employee has performed the related
         data taking per the required processes and procedures and is authorized
         to do so or where the employee has witnessed the required procedure and
         process being performed for the document and data entered and has first
         hand knowledge of the data and information integrity or where the
         employee may be verifying that prior process steps and procedures were
         signed, initialed, stamped or completed.

-        Employees who are directed by other employees, customers or government
         representatives to enter known false or inaccurate information and data
         on process forms or product documentation are required to refuse this
         direction and to immediately inform their supervisor or manager and the
         President or Human Resources manager. An employee may also
         confidentially report this information to Signal Technology
         Corporation's Ethics Officer at toll free 1-888-530-8400.

-        Employees will not be disciplined or dismissed for refusing to enter
         information and data on process forms or documentation where they have
         not performed the required process they would be attesting to and where
         the employee has not followed the required procedure and where the
         employee cannot verify the information and data integrity to which they
         would be certifying by witnessing or other means of verification and
         provided that the employee has informed the President or Human

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         Resources manager of their refusal and the circumstances, or
         confidentially notify Signal Technology Corporation's Ethics Officer at
         1-888-530-8400.

-        Employees who have willfully and knowingly entered false or incorrect
         data and information on product, process or document forms are subject
         to disciplinary action and possible employment termination by the
         Company.

-        Employees who have witnessed the entry of false or incorrect data and
         information on product, process or document forms (first hand
         knowledge) are required to immediately report their observation or
         first hand knowledge to their supervisor or manager and to the
         President or Human Resources manager or confidentially to Signal
         Technology Corporation's Ethics Officer at 1-888-530-8400. Failure of
         an employee to report as required above will subject the employee to
         disciplinary action and possible employment termination by the Company.

For the purpose of this Code of Ethics and Business Conduct only, the term
"employees" refers to any and all full time, part time, consultants, director,
officer, manager, sales representative, or any commissioned agent of the
Company and any other category of individual or group who receives a salary or
wage from the Company for services and tasks performed for the Company and who
has the responsibility, job duty and authority of certifying the performance of
the Company and process performance integrity of its products by affixing their
certifying signature, initials or stamp to any procedure, process or other
official Company document as a representative of the Company.

Make Appropriate Disclosure in Reports, Documents and Other Public
Communications

The Company's Chief Financial Officer, Chief Accounting Officer, Controller,
employees performing similar functions and the Company's Chief Executive
Officer shall provide full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company files with, or submits to,
the Securities and Exchange Commission and in other public communications made
by the Company.

Know and Follow the Law When Involved in International Business

The Foreign Corrupt Practices Act (FCPA), a federal statute, prohibits offering
anything of value to foreign officials for the purpose of improperly
influencing an official decision. It also prohibits unlawful political
contributions to obtain or retain business. Finally, it prohibits the use of
false records or accounts in the conduct of foreign business. Employees
involved in international operations must be familiar with the FCPA. You must
also be familiar with the terms and conditions of 1976 Securities and Exchange
Commission and Federal Trade Commission consent decrees resulting from past
issues.

If you are not familiar with the FCPA or these consent decrees, consult with
Company Management prior to negotiating any foreign transactions.

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International transfers of equipment or technology are subject to other U.S.
Government regulations like the International Traffic and Arms Regulations
(ITAR), which may contain prior approval and reporting requirements. If you
participate in this business activity, you should know, understand, and strictly
comply with these regulations.

It may be illegal to enter into an agreement to refuse to deal with potential or
actual customers or suppliers, or otherwise to engage in or support restrictive
international trade practices or boycotts.

It is also important that employees doing business in foreign countries know and
abide by the laws of those countries.

Follow the Rules in Using or Working with Former Government Personnel

U.S. government laws, rules and regulations governing the employment of services
from former military and civilian government personnel prohibit conflicts of
interest ("working both sides of the street"). These laws, rules and regulations
must be faithfully and fully observed.

Follow the Law and Use Common Sense in Political Contributions and Activities

Federal law prohibits corporations from donating corporate funds, goods or
services - directly or indirectly - to candidates for federal offices. This
includes employees' work time. As a matter of policy we will not make political
contributions in foreign countries. We believe that as a publicly held
corporation, partisan politics are best left in the hands of our employees and
our stockholders. We also recognize our responsibility to support and abide by
the federal and state laws, rules and regulations that prohibit corporate
contributions to political parties or candidates. The prohibition against
political contributions is not intended to discourage employees from engaging in
political activities on their own time and at their own expense.

Carefully Bid, Negotiate, and Perform Contracts

We must comply with the laws, rules and regulations that govern the acquisition
of goods and services by our customers. We will compete fairly and ethically for
all business opportunities. In circumstances where there is reason to believe
that the release or receipt of non-public information is unauthorized, do not
attempt to obtain and do not accept such information from any source.

If you are involved in proposals, bid preparations or contract negotiations, you
must be certain that all statements, communications and presentations to
prospective customers are accurate and truthful. Once awarded, all contracts
must be performed in compliance with specifications, requirements and clauses.

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Avoid Illegal and Questionable Gift or Favors

To Government Personnel:

Federal, state and local government departments and agencies are governed by
laws, rules and regulations concerning acceptance by their employees of
entertainment, meals, gifts, gratuities, and other things of value from firms
and persons with whom those departments and agencies do business or over whom
they have regulatory authority. It is the policy of STC to strictly comply with
those laws, rules and regulations.

To Non-Government Personnel:

As long as it doesn't violate the standard of conduct of the recipient's
organization, it's an acceptable practice to provide meals, refreshments, and
entertainment of reasonable value in conjunction with business discussions with
non-government personnel. Gifts, other than those of nominal value ($20.00 or
less), to private individuals or companies are prohibited unless specifically
approved by the appropriate STC President or Corporate Officer.

To Foreign Government Personnel and Public Officials:

The Company may be restricted from giving meals, gifts, gratuities,
entertainment or other things of value to personnel of foreign governments and
foreign public officials by the Foreign Corrupt Practices Act and by laws of
foreign countries. "Any business courtesy" may not exceed $20.00.

To STC Personnel:

STC employees may accept meals, refreshments or entertainment of nominal value
in connection with business discussions. While it is difficult to define
"nominal" by means of a specific dollar amount, a common sense determination
should dictate what would be considered lavish, extravagant, or frequent. It is
the personal responsibility of each employee to ensure that his or her
acceptance of such meals, refreshments or entertainment is proper and could not
reasonably be construed in any way as an attempt by the offering party to secure
favorable treatment.

STC employees are not permitted to accept funds in any form or amount, or any
gift that has a retail or exchange value of $20 or more from individuals,
companies, or representatives of companies having or seeking business
relationships with STC. If you have any questions about the propriety of a gift,
gratuity, or item of value, contact your President or the Corporate Office for
guidance.

If you buy goods or services for STC or are involved in the procurement process,
you must treat all suppliers uniformly and fairly. In deciding among competing
suppliers, you must objectively and impartially weigh all facts and avoid even
the appearance of favoritism. Established routines and procedures should be
followed in the procurement of all goods and services.

Steer Clear of Conflicts of Interest

Playing favorites or having conflicts of interest - in practice or in appearance
- runs counter to the fair treatment to which we are all entitled. Avoid any
relationship,

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influence, or activity that might impair, or even appear to impair, your ability
to make objective and fair decisions when performing your job. When in doubt,
share the facts of the situation with your supervisor, manager, President, or HR
Manager. You should also notify your supervisor, manager, President or HR
Manager of any material transaction or relationship that reasonably could be
expected to give rise to such a conflict.

Here are some ways a conflict of interest could arise:

-        Employment by a competitor or potential competitor, regardless of the
         nature of the employment, while employed by STC.

-        Acceptance of gifts, payment or services from those seeking to do
         business with STC.

-        Placement of business with a firm owned or controlled by an employee or
         immediate family.

-        Ownership of, or substantial interest in, a company which is a
         competitor or a supplier.

-        Acting as consultant to a STC customer or supplier.

Maintain the Integrity of Consultants, Agents, and Representatives

Business integrity is a key standard for the selection and retention of those
who represent STC. Agents, representatives, or consultants must certify their
willingness to comply with the Company's policies and procedures and must never
be retained to circumvent our values and principles. Paying bribes or kickbacks,
engaging in industrial espionage, obtaining the proprietary data of a third
party, or gaining inside information or influence are just a few examples of
what could give us an unfair competitive advantage in a government procurement
and could result in violations of law.

Protect Proprietary Information

Proprietary Company information may not be disclosed to anyone without proper
authorization. Keep proprietary documents protected and secure. In the course of
normal business activities, suppliers, customers and competitors may sometimes
divulge to you information that is proprietary to their businesses. Respect
these confidences.

Obtain and Use Company and Customer Assets Wisely

Proper use of Company and customer property, facilities and equipment is your
responsibility. Use and maintain these assets with the utmost care and respect,
guarding against waste and abuse. Be cost-conscious and alert to opportunities
for improving performance while reducing costs. The use of Company time,
materials or facilities for purposes not directly related to Company business,
or the removal or borrowing of Company property without permission, is
prohibited. All employees are responsible for

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complying with requirements of software copyright licenses related to software
packages used in fulfilling job requirements.

Do Not Engage in Speculative or Insider Trading

In our role as a U.S. corporation and a major government contractor, we must
always be alert to and comply with the securities laws, rules and regulations.

It is against the law for employees to buy or sell Signal Technology stock based
on "insider" information about or involving the Company. Play it safe, don't
speculate in the securities of Signal Technology when you are aware of
information affecting the company's business that has not been publicly released
or in situations where trading would call your judgment into question.

This includes all varieties of stock trading such as options, puts and calls,
straddles, selling short, etc. Two simple rules that can help protect you in
this are: (1) don't use non-public information for personal gain, and (2) don't
pass along such information to someone else who has no need to know.

This guidance also applies to the securities of other companies (suppliers,
vendors, subcontractors, etc.) for which you receive information in the course
of your employment at STC.

Our Goal: An Ethical Work Environment

It is the objective of each employee, as well as the Company, to operate
according to the highest possible standards. As a result, we have a serious
responsibility to ensure that our personal conduct is above reproach and,
difficult as it may be at times we also have obligations regarding the conduct
of those who work around us. In cases where you suspect violations of the
standards in this Code, you are obligated to promptly bring the matter to your
supervisor, Human Resources Manager or President or confidentially report it to
Signal Technology Corporation's Ethics Officer at 1-888-530-8400. You may also
call the Company's Ethic's Officer to report, on a confidential and anonymous
basis, any concerns regarding questionable accounting or auditing matters. No
adverse action or retribution of any kind will be taken against an employee
because he or she reports a suspected violation or other irregularity. Such
reports, as well as the identities of reporters and apparent violators, shall be
treated confidentially to the maximum extent consistent with fair and rigorous
enforcement of these standards.

Violations of these standards will not be tolerated, and will result in
disciplinary action, from a warning up to suspension without pay, termination,
or prosecution in the courts of law, as appropriate.

Any waiver of these standards for executive officers or directors may be made
only by the Board of Directors of the Company or a committee thereof, and will
be promptly disclosed to stockholders in order to provide them with comfort that
such waivers are

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only granted where they are truly necessary and warranted and are limited and
qualified so as to protect the Company to the greatest extent possible.

ACKNOWLEDGEMENT

SIGNAL TECHNOLOGY CORPORATION

Code of Ethics and Business Conduct: Our Guiding Values, Principles and Business
Practices

I acknowledge that I have received the Signal Technology Corporation Code of
Ethics and Business Conduct: Our Guiding Values, Principles and Business
Practices. I understand that each Signal Technology Corporation employee, agent,
consultant, or representative is responsible for complying with the contents of
this Code as such contents pertain to their job duties.

I understand that each Signal Technology Corporation employee is responsible for
reporting known or suspected violations of the guiding principles or business
practices

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contained within this Code to either his or her immediate supervisor, Human
Resources Manager, President, or the Signal Technology Corporation's Ethics
Officer at 1-888-530-8400.

Signature: ____________________________________________

Name(Please Print): ___________________________________

Employee Number: ______________________________________

Signal Technology Operation: __________________________

Date: _________________________________________________