Exhibit
10.1


FORM OF INDEMNIFICATION
AGREEMENT




This
Indemnification Agreement ("Agreement") is made as of February ___, 2011 by and
between Aeroflex Incorporated, a Delaware corporation (the "Company"), and
________________ ("Indemnitee").




RECITALS




WHEREAS,
highly competent persons have become more reluctant to serve public companies as
directors or officers unless they are provided with adequate protection through
insurance or adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf of
the corporation;




WHEREAS,
the Board of Directors of the Company (the "Board") has determined that, in
order to attract and retain qualified individuals, the Company will attempt to
maintain on an ongoing basis, at its sole expense, liability insurance to
protect persons serving the Company and its subsidiaries from certain
liabilities.  Although the furnishing of such insurance has been a
customary and widespread practice among United States-based corporations and
other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only
at higher premiums and with more exclusions.  At the same time,
directors and officers in service to corporations or business enterprises are
being increasingly subjected to expensive and time-consuming litigation relating
to, among other things, matters that traditionally would have been brought only
against the Company or business enterprise itself.  The Amended and
Restated Certificate of Incorporation of the Company (the "Certificate of
Incorporation") and the Bylaws of the Company (the "Bylaws") require
indemnification of the directors and officers of the
Company.  Indemnitee may also be entitled to indemnification pursuant
to the General Corporation Law of the State of Delaware ("DGCL").  The
Certificate of Incorporation and the DGCL expressly provide that the
indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and directors
and officers with respect to indemnification;




WHEREAS,
the uncertainties relating to such insurance and to indemnification have
increased the difficulty of attracting and retaining directors and
officers;




WHEREAS,
the Board has determined that the increased difficulty in attracting and
retaining directors and officers is detrimental to the best interests of the
Company and its stockholder and that the Company should act to assure such
persons that there will be increased certainty of such protection in the
future;




WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to
obligate itself to indemnify, and to advance expenses on behalf of, directors
and officers to the fullest extent permitted by applicable law so that they will
serve or continue to serve the Company free from undue concern that they will
not be so indemnified; and




WHEREAS,
this Agreement is a supplement to and in furtherance of the Certificate of
Incorporation and the Bylaws and any resolutions adopted pursuant thereto, and
shall not be deemed a substitute therefor, nor to diminish or abrogate any
rights of Indemnitee thereunder.







NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:




Section
1.               Services to the Company as a
Director or Officer.  Indemnitee agrees to serve as a director
or officer of the Company; provided, that Indemnitee may at any time and for any
reason resign from such position (subject to any other contractual obligation or
any obligation imposed by operation of law), in which event the Company shall
have no obligation under this Agreement to continue Indemnitee in such position;
and, provided, further, that, except as may be created by any other contractual
obligation or any obligation imposed by operation of law, nothing contained
herein shall be interpreted to create a right to serve as director or officer in
favor of Indemnitee.  The foregoing notwithstanding, this Agreement
shall continue in force after Indemnitee has ceased to serve as a director or
officer of the Company or to serve at the request of the Company as a director,
officer, employee, agent or fiduciary of another corporation, partnership, joint
venture, trust or other enterprise, as provided in Section 16
hereof.




Section
2.               Definitions.  As
used in this Agreement:




(a)           "Change
in Control" shall be deemed to occur upon the earliest to occur after the date
of this Agreement of any of the following events:




i.           Acquisition of Stock by
Third Party.  (A) Any Person (as defined below) other than The
Veritas Capital Fund III, L.P., Golden Gate Private Equity, Inc. or GS Direct,
L.L.C. or their respective affiliates (collectively, the "Sponsors") is or
becomes the Beneficial Owner (as defined below), directly or indirectly, of
securities of Aeroflex Holding Corp. (“Aeroflex Holding”) representing thirty
five percent (35%) or more of the combined voting power of Aeroflex Holding’s
then outstanding securities; or (B) any of the Sponsors and/or its affiliates is
or becomes the Beneficial Owner, directly or indirectly, of securities of
Aeroflex Holding representing fifty percent (50%) or more of the combined voting
power of Aeroflex Holding's then outstanding securities;




ii.           Change in Board of
Directors.  During any period of two (2) consecutive years (not
including any period prior to the execution of this Agreement), individuals who
at the beginning of such period constitute the Board of Directors of Aeroflex
Holding (the “Aeroflex Holding Board”), and any new director of Aeroflex Holding
(other than a director of Aeroflex Holding designated by a person who has
entered into an agreement with Aeroflex Holding to effect a transaction
described in Sections 2(a)(i), 2(a)(iii) or 2(a)(iv)) whose election by the
Aeroflex Holding Board or nomination for election by Aeroflex Holding's
stockholders was approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease for
any reason to constitute at least a majority of the members of the Aeroflex
Holding Board;




iii.           Corporate
Transactions.  The effective date of a merger or consolidation
of Aeroflex Holding with any other entity, other than a merger or consolidation
which would result in the voting securities of Aeroflex Holding outstanding
immediately prior to such merger or consolidation continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 51% of the combined voting power of the voting
securities of the surviving entity outstanding immediately after such merger or
consolidation and with the power to elect at least a majority of the board of
directors or other governing body of such surviving entity;


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iv.           Liquidation.  The
approval by the stockholders of the Company of a complete liquidation of the
Company, the approval by the stockholders of Aeroflex Holding of a complete
liquidation of Aeroflex Holding, or an agreement for the sale or disposition by
Aeroflex Holding of all or substantially all of Aeroflex Holding’s assets;
and




v.           Other
Events.  There occurs with respect to Aeroflex Holding any
other event of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item
on any similar schedule or form) promulgated under the Exchange Act (as defined
below), whether or not Aeroflex Holding is then subject to such reporting
requirement.




For
purposes of this Section 2(a), the following terms shall have the following
meanings:




(A)           "Person"
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange
Act; provided,
however, that
Person shall exclude (i) Aeroflex Holding and the Company, (ii) any trustee or
other fiduciary holding securities under an employee benefit plan of Aeroflex
Holding or of the Company, and (iii) any corporation owned, directly or
indirectly, by the stockholders of Aeroflex Holding in substantially the same
proportions as their ownership of stock of Aeroflex Holding.




(B)           "Beneficial
Owner" shall have the meaning given to such term in Rule 13d-3 under the
Exchange Act; provided, however, that
Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner
solely by reason of the stockholders of Aeroflex Holding approving a merger of
Aeroflex Holding with another entity.




(b)           "Corporate
Status" describes the status of a person who is or was a director, trustee,
partner, managing member, officer, employee, agent or fiduciary of the Company
or of any other corporation, limited liability company, partnership or joint
venture, trust or other enterprise which such person is or was serving at the
request of the Company.




(c)           "Disinterested
Director" shall mean a director of the Company who is not and was not a party to
the Proceeding in respect of which indemnification is sought by
Indemnitee.




(d)           "Enterprise"
shall mean the Company and any other corporation, limited liability company,
partnership, joint venture, trust or other enterprise of which Indemnitee is or
was serving at the request of the Company as a director, trustee, partner,
managing member, officer, employee, agent or fiduciary.




(e)           "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended.




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(f)           "Expenses"
shall include all reasonable attorneys' fees, retainers, court costs, transcript
costs, fees of experts and other professionals, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, fax transmission charges, secretarial services, any
federal, state, local or foreign taxes imposed on Indemnitee as a result of the
actual or deemed receipt of any payments under this Agreement, ERISA excise
taxes and penalties, and all other disbursements, obligations or expenses of the
types customarily incurred in connection with, or as a result of, prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing
to be a deponent or witness in, or otherwise participating in, a
Proceeding.  Expenses also shall include (i) Expenses incurred in
connection with any appeal resulting from any Proceeding, including without
limitation the premium, security for, and other costs relating to any cost bond,
supersedeas bond, or other appeal bond or its equivalent, (ii) expenses incurred
in connection with recovery under any directors' and officers' liability
insurance policies maintained by the Company, regardless of whether the
Indemnitee is ultimately determined to be entitled to such indemnification,
advancement or Expenses or insurance recovery, as the case may be, and (iii) for
purposes of Section 14(d) only, Expenses incurred by or on behalf of Indemnitee
in connection with the interpretation, enforcement or defense of Indemnitee's
rights under this Agreement, by litigation or otherwise.  The parties
agree that for the purposes of any advancement of Expenses for which Indemnitee
has made written demand to the Company in accordance with this Agreement, all
Expenses included in such demand that are certified by affidavit of Indemnitee's
counsel as being reasonable shall be presumed conclusively to be
reasonable.  Expenses, however, shall not include amounts paid in
settlement by Indemnitee or the amount of judgments or fines against
Indemnitee.




(g)           "Independent
Counsel" shall mean a law firm, or a member of a law firm, that is experienced
in matters of corporation law and neither presently is, nor in the past five
years has been, retained to represent:  (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters
concerning the Indemnitee under this Agreement, or of other indemnitees under
similar indemnification agreements); or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder.  Notwithstanding
the foregoing, the term "Independent Counsel" shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee's rights under this Agreement.  The
Company agrees to pay the reasonable fees and expenses of the Independent
Counsel referred to above and to fully indemnify such counsel against any and
all Expenses, claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.




(h)           The
term "Proceeding" shall include any threatened, pending or completed action,
suit, claim, counterclaim, cross-claim, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or
any other actual, threatened or completed proceeding, whether brought in the
right of the Company or otherwise and whether of a civil, criminal,
administrative, regulatory, legislative or investigative nature, formal or
informal, including any appeal therefrom in which Indemnitee was, is or will be
involved as a party, potential party, non-party witness or otherwise by reason
of the fact that Indemnitee is or was a director or officer of the Company, by
reason of any action taken by him or of any inaction on his part while acting as
director or officer of the Company, or by reason of the fact that he is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, limited liability company, partnership, joint venture,
trust or other enterprise, by reason of any action taken by him or of any
inaction on his part while acting in such capacity, in each case whether or not
serving in such capacity at the time any liability or Expense is incurred for
which indemnification, reimbursement, or advancement of Expenses can be provided
under this Agreement.  If the Indemnitee believes in good faith that a
given situation may lead to or culminate in the institution of a Proceeding,
this shall be considered a Proceeding under this paragraph.




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(i)           Reference
to "other enterprise" shall include employee benefit plans; references to
"fines" shall include any excise tax assessed with respect to any employee
benefit plan; references to "serving at the request of the Company" shall
include (i) any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its participants or
beneficiaries and (ii) any service as a director, officer, employee or agent of
any subsidiary of the Company; and a person who acted in good faith and in a
manner he reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Company" as referred to in this
Agreement.




Section
3.               Indemnity in Third-Party
Proceedings.  The Company shall indemnify Indemnitee in
accordance with the provisions of this Section 3 if Indemnitee is, or is
threatened to be made, a party to or a participant in any Proceeding, other than
a Proceeding by or in the right of the Company to procure a judgment in its
favor.  Pursuant to this Section 3, Indemnitee shall be indemnified to
the fullest extent permitted by applicable law against all Expenses, judgments,
liabilities, penalties, fines and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses, judgments, liabilities, penalties, fines and amounts
paid in settlement) actually and reasonably incurred by Indemnitee or on his
behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company and, in the case of a
criminal Proceeding, had no reasonable cause to believe that his conduct was
unlawful.  The parties hereto intend that this Agreement shall provide
to the fullest extent permitted by law for indemnification in excess of that
expressly permitted by statute, including, without limitation, any
indemnification provided by the Certificate of Incorporation, the Bylaws, vote
of its stockholders or Disinterested Directors or applicable law.




Section
4.               Indemnity in Proceedings by
or in the Right of the Company.  The Company shall indemnify
Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is,
or is threatened to be made, a party to or a participant in any Proceeding by or
in the right of the Company to procure a judgment in its
favor.  Pursuant to this Section 4, Indemnitee shall be indemnified to
the fullest extent permitted by applicable law against all Expenses actually and
reasonably incurred by him or on his behalf in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Company.  If applicable law so provides, no indemnification for
Expenses shall be made under this Section 4 in respect of any claim, issue or
matter as to which Indemnitee shall have been finally adjudged by a court to be
liable to the Company, unless and only to the extent that the Chancery Court of
the State of Delaware (the "Delaware Court") or any court in which the
Proceeding was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnification.




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Section
5.               Indemnification for Expenses
of a Party Who is Wholly or Partly Successful.  Notwithstanding
any other provisions of this Agreement, to the fullest extent permitted by
applicable law and to the extent that Indemnitee is a party to (or a participant
in) and is successful, on the merits or otherwise, in any Proceeding or in
defense of any claim, issue or matter therein, in whole or in part, the Company
shall indemnify Indemnitee against all Expenses actually and reasonably incurred
by him or on his behalf in connection therewith.  If Indemnitee is not
wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred by him or on his behalf in connection with or related to
each successfully resolved claim, issue or matter to the fullest extent
permitted by law.  For purposes of this Section and without
limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.




Section
6.               Indemnification For Expenses
of a Witness.  Notwithstanding any other provision of this
Agreement, to the fullest extent permitted by applicable law and to the extent
that Indemnitee is, by reason of his Corporate Status, a witness or otherwise
asked to participate in any aspect of a Proceeding to which Indemnitee is not a
party, the Company shall indemnify him against all Expenses actually and
reasonably incurred by him or on his behalf in connection
therewith.




Section
7.               Partial
Indemnification.  If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of
Expenses, but not, however, for the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled.




Section
8.               Additional
Indemnification.




(a)           Notwithstanding
any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to
the fullest extent permitted by applicable law if Indemnitee is a party to or
threatened to be made a party to or a participant in any Proceeding (including a
Proceeding by or in the right of the Company to procure a judgment in its favor)
against all Expenses, judgments, liabilities, penalties, fines and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses, judgments,
liabilities, penalties, fines and amounts paid in settlement) actually and
reasonably incurred by or on behalf of Indemnitee in connection with the
Proceeding.




(b)           For
purposes of Section 8(a), the meaning of the phrase "to the fullest extent
permitted by applicable law" shall include, but not be limited to:




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i.           to
the fullest extent permitted by the provision of the DGCL that authorizes or
contemplates additional indemnification by agreement, or the corresponding
provision of any amendment to or replacement of the DGCL; and




ii.           to
the fullest extent authorized or permitted by any amendments to or replacements
of the DGCL adopted after the date of this Agreement that increase the extent to
which a corporation may indemnify its directors and officers.




Section
9.               Exclusions.  Notwithstanding
any other provision in this Agreement, the Company shall not be obligated under
this Agreement to make any indemnification payment in connection with any claim
made against Indemnitee:




(a)           for
which payment has actually been made to or on behalf of Indemnitee under any
insurance policy or other indemnity provision, except with respect to any excess
beyond the amount paid under any insurance policy or other indemnity provision;
or




(b)           for
an accounting of profits made from the purchase and sale (or sale and purchase)
by Indemnitee of securities of the Company within the meaning of Section 16(b)
of the Exchange Act (as defined in Section 2(a) hereof) or similar provisions of
state statutory law or common law; or (ii) any reimbursement of the Company by
the Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by the Indemnitee from the sale of
securities of the Company, as required in each case under the Exchange Act;
or




(c)           except
as provided in Section 14(d) of this Agreement, in connection with any
Proceeding (or any part of any Proceeding) initiated by Indemnitee, including
any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, employees or other indemnitees,
unless:  (i) the Board authorized the Proceeding (or any part of any
Proceeding) prior to its initiation; (ii) such payment arises in connection with
any mandatory counterclaim or cross-claim or affirmative defense brought or
raised by Indemnitee in any Proceeding (or any part of any Proceeding); (iii)
the Company provides the indemnification, in its sole discretion, pursuant to
the powers vested in the Company under applicable law; or (iv) the Company is
expressly required by law to make the indemnification.




Section
10.             Advances of
Expenses.  Notwithstanding any provision of this Agreement to
the contrary, the Company shall advance, to the extent not prohibited by law,
the Expenses incurred by Indemnitee or on Indemnitee's behalf in connection with
any Proceeding (or any part of any Proceeding), and such advancement shall be
made within thirty (30) days after the receipt by the Company of a statement or
statements requesting such advances, from time to time, whether prior to or
after final disposition of any Proceeding.  Advances shall be
unsecured and interest free.  Advances shall be made without regard to
Indemnitee's ability to repay the Expenses and without regard to Indemnitee's
ultimate entitlement to indemnification under the other provisions of this
Agreement.  Advances shall include any and all reasonable Expenses
incurred pursuing an action to enforce this right of advancement, including
Expenses incurred preparing and forwarding statements to the Company to support
the advances claimed.  The Indemnitee shall qualify for advances upon
the execution and delivery to the Company of this Agreement, which shall
constitute an undertaking providing that the Indemnitee undertakes to repay the
amounts advanced (without interest) to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified by the
Company.  No other form of undertaking shall be required other than
the execution of this Agreement.  This Section 10 shall not apply to
any claim made by Indemnitee for which indemnity is excluded pursuant to Section
9.




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Section
11.             Procedure for Notification
and Defense of Claim.




(a)           Indemnitee
shall notify the Company in writing of any matter with respect to which
Indemnitee intends to seek indemnification or advancement of Expenses hereunder
as soon as reasonably practicable following the receipt by Indemnitee of written
notice thereof.  The written notification to the Company shall include
a description of the nature of the Proceeding and the facts underlying the
Proceeding, in each case to the extent known to Indemnitee.  To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a
written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is reasonably necessary
to determine whether and to what extent Indemnitee is entitled to
indemnification following the final disposition of such
Proceeding.  The failure by Indemnitee to notify the Company hereunder
will not relieve the Company from any liability which it may have to Indemnitee
hereunder or otherwise than under this Agreement, and any delay in so notifying
the Company shall not constitute a waiver by Indemnitee of any rights under this
Agreement.  The Secretary of the Company shall, promptly upon receipt
of such a request for indemnification, advise the Board in writing that
Indemnitee has requested indemnification.




(b)           The
Company will be entitled to participate in the Proceeding at its own
expense.




(c)           The
Company shall not settle any Proceeding (in whole or in part) if such settlement
would impose any Expense, judgment, liability, fine, penalty or limitation on
Indemnitee for which Indemnitee is not entitled to be indemnified hereunder
without the Indemnitee's prior written consent.




Section
12.             Procedure Upon Application
for Indemnification.




(a)           Upon
written request by Indemnitee for indemnification pursuant to Section 11(a), a
determination, if required by applicable law, with respect to Indemnitee's
entitlement thereto shall be made in the specific case:  (i) if a
Change in Control shall have occurred, by Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii)
if a Change in Control shall not have occurred, (A) by a majority vote of the
Disinterested Directors, even though less than a quorum of the Board, (B) by a
committee of Disinterested Directors designated by a majority vote of the
Disinterested Directors, even though less than a quorum of the Board, (C) if
there are no such Disinterested Directors or, if such Disinterested Directors so
direct, by Independent Counsel in a written opinion to the Board, a copy of
which shall be delivered to Indemnitee or (D) if so directed by the Board, by
the stockholders of the Company; and, if it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within thirty
(30) days after such determination.  Indemnitee shall cooperate with
the person, persons or entity making such determination with respect to
Indemnitee's entitlement to indemnification, including providing to such person,
persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary to such
determination.  Any costs or Expenses (including attorneys' fees and
disbursements) incurred by or on behalf of Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the
Company (irrespective of the determination as to Indemnitee's entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.  The Company promptly will advise
Indemnitee in writing with respect to any determination that Indemnitee is or is
not entitled to indemnification, including a description of any reason or basis
for which indemnification has been denied.




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(b)           In
the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel
shall be selected as provided in this Section 12(b).  If a Change in
Control shall not have occurred, the Independent Counsel shall be selected by
the Board, and the Company shall give written notice to Indemnitee advising him
of the identity of the Independent Counsel so selected.  If a Change
in Control shall have occurred, the Independent Counsel shall be selected by
Indemnitee (unless Indemnitee shall request that such selection be made by the
Board of Directors, in which event the preceding sentence shall apply), and
Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected.  In either event, Indemnitee
or the Company, as the case may be, may, within ten (10) days after such written
notice of selection shall have been given, deliver to the Company or to
Indemnitee, as the case may be, a written objection to such selection; provided, however, that such
objection may be asserted only on the ground that the Independent Counsel so
selected does not meet the requirements of "Independent Counsel" as defined in
Section 2 of this Agreement, and the objection shall set forth with
particularity the factual basis of such assertion.  Absent a proper
and timely objection, the person so selected shall act as Independent
Counsel.  If such written objection is so made and substantiated, the
Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is withdrawn or the Delaware Court has determined that such
objection is without merit.  If, within twenty (20) days after the
later of submission by Indemnitee of a written request for indemnification
pursuant to Section 11(a) hereof and the final disposition of the Proceeding, no
Independent Counsel shall have been selected and not objected to, either the
Company or Indemnitee may petition the Delaware Court for resolution of any
objection which shall have been made by the Company or Indemnitee to the other's
selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the Delaware Court or by such other person as
the Delaware Court shall designate, and the person with respect to whom all
objections are so resolved or the person so appointed shall act as Independent
Counsel under Section 12(a) hereof.  Upon the due commencement of any
judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement,
Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).




(c)           If
the Company disputes a portion of the amounts for which indemnification is
requested, the undisputed portion shall be paid and only the disputed portion
withheld pending resolution of any such dispute.




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Section
13.             Presumptions and Effect of
Certain Proceedings.




(a)           In
making a determination with respect to entitlement to indemnification hereunder,
the person or persons or entity making such determination shall, to the fullest
extent not prohibited by law, presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for
indemnification in accordance with Section 11(a) of this Agreement, and the
Company shall, to the fullest extent not prohibited by law, have the burden of
proof to overcome that presumption in connection with the making by any person,
persons or entity of any determination contrary to that
presumption.  Neither the failure of the Company (including by its
directors or Independent Counsel) to have made a determination prior to the
commencement of any action pursuant to this Agreement that indemnification is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including by its
directors or Independent Counsel) that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that Indemnitee has not met the applicable standard of conduct.




(b)           Subject
to Section 14(e), if the person, persons or entity empowered or selected under
Section 12 of this Agreement to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within sixty (60) days after
receipt by the Company of the request therefor, the requisite determination of
entitlement to indemnification shall, to the fullest extent not prohibited by
law, be deemed to have been made and Indemnitee shall be entitled to such
indemnification, absent (i) a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitee's statement not
materially misleading, in connection with the request for indemnification, or
(ii) a prohibition of such indemnification under applicable law; provided, however, that such
60-day period may be extended for a reasonable time, not to exceed an additional
thirty (30) days, if the person, persons or entity making the determination with
respect to entitlement to indemnification in good faith requires such additional
time for the obtaining or evaluating of documentation and/or information
relating thereto; and provided, further, that the
foregoing provisions of this Section 13(b) shall not apply (i) if the
determination of entitlement to indemnification is to be made by the
stockholders pursuant to Section 12(a) of this Agreement and if (A) within
fifteen (15) days after receipt by the Company of the request for such
determination the Board has resolved to submit such determination to the
stockholders for their consideration at an annual meeting thereof to be held
within seventy-five (75) days after such receipt and such determination is made
thereat, or (B) a special meeting of stockholders is called within fifteen (15)
days after such receipt for the purpose of making such determination, such
meeting is held for such purpose within sixty (60) days after having been so
called and such determination is made thereat, or (ii) if the determination of
entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 12(a) of this Agreement.




(c)           The
Company acknowledges that a settlement or other disposition short of final
judgment may be successful if it permits a party to avoid expense, delay,
distraction, disruption and uncertainty.  To the fullest extent
permitted by law, in the event that any action, claim or proceeding to which
Indemnitee is a party is resolved in any manner other than by adverse judgment
against Indemnitee (including, without limitation, settlement of such action,
claim or proceeding with or without payment of money or other consideration) it
shall be presumed that Indemnitee has been successful on the merits or otherwise
in such action, suit or proceeding.  Anyone seeking to overcome this
presumption shall have the burden of proof and the burden of persuasion by clear
and convincing evidence.




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(d)           The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his conduct was
unlawful.




(e)           For
purposes of any determination of good faith, or, with respect to any criminal
Proceeding, a determination that the Indemnitee had no reasonable cause to
believe that his action was unlawful, Indemnitee shall be deemed to have acted
in good faith or, with respect to any criminal Proceeding, to have had no
reasonable cause to believe his action was unlawful, if Indemnitee's action is
based on the records or books of account of the Enterprise, including financial
statements, or on information supplied to Indemnitee by the directors or
officers of the Enterprise in the course of their duties, or on the advice of
legal counsel for the Enterprise or on information or records given or reports
made to the Enterprise by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the
Enterprise.  The provisions of this Section 13(e) shall not be deemed
to be exclusive or to limit in any way the other circumstances in which the
Indemnitee may be deemed to have met the applicable standard of conduct set
forth in this Agreement.  Whether or not the foregoing provisions of
this Section 13(e) are satisfied, it shall in any event be presumed that
Indemnitee has at all times acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Company.




(f)           The
knowledge and/or actions, or failure to act, of any director, officer, trustee,
partner, managing member, fiduciary, agent or employee of the Enterprise shall
not be imputed to Indemnitee for purposes of determining the right to
indemnification under this Agreement.




Section
14.             Remedies of
Indemnitee.




(a)           Subject
to Section 14(e), in the event that (i) a determination is made pursuant to
Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant
to Section 10 of this Agreement, (iii) no determination of entitlement to
indemnification shall have been made pursuant to Section 12(a) of this Agreement
within ninety (90) days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made pursuant to Section
5 or 6 or the last sentence of Section 12(a) of this Agreement within
thirty (30) days after receipt by the Company of a written request
therefor, (v) payment of indemnification pursuant to Section 3, 4 or 8 of this
Agreement is not made within thirty (30) days after a determination has been
made that Indemnitee is entitled to indemnification, or (vi) the Company or any
other person takes or threatens to take any action to declare this Agreement
void or unenforceable, or institutes any litigation or other action or
Proceeding designed to deny, or to recover from, Indemnitee the benefits
provided or intended to be provided to the Indemnitee hereunder, Indemnitee
shall be entitled to an adjudication by a court of his entitlement to such
indemnification or advancement of Expenses.  Alternatively,
Indemnitee, at his option, may seek an award in arbitration to be conducted by a
single arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association.  Indemnitee shall commence such proceeding
seeking an adjudication or an award in arbitration within 180 days following the
date on which Indemnitee first has the right to commence such proceeding
pursuant to this Section 14(a); provided, however, that the
foregoing clause shall not apply in respect of a proceeding brought by
Indemnitee to enforce his rights under Section 5 of this
Agreement.  The Company shall not oppose Indemnitee's right to seek
any such adjudication or award in arbitration.


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(b)           In
the event that a determination shall have been made pursuant to Section 12(a) of
this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 14 shall be
conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
that adverse determination.  In any judicial proceeding or arbitration
commenced pursuant to this Section 14, the Company shall have the burden of
proving Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be.




(c)           If
a determination shall have been made pursuant to Section 12(a) of this Agreement
that Indemnitee is entitled to indemnification, the Company shall be bound by
such determination in any judicial proceeding or arbitration commenced pursuant
to this Section 14, absent (i) a misstatement by Indemnitee of a material fact,
or an omission of a material fact necessary to make Indemnitee's statement not
materially misleading, in connection with the request for indemnification or
(ii) a prohibition of such indemnification under applicable law.




(d)           The
Company shall, to the fullest extent not prohibited by law, be precluded from
asserting in any judicial proceeding or arbitration commenced pursuant to this
Section 14 that the procedures and presumptions of this Agreement are not valid,
binding and enforceable and shall stipulate in any such court or before any such
arbitrator that the Company is bound by all the provisions of this
Agreement.  It is the intent of the Company that, to the fullest
extent permitted by law, the Indemnitee not be required to incur legal fees or
other Expenses associated with the interpretation, enforcement or defense of
Indemnitee's rights under this Agreement by litigation or otherwise because the
cost and expense thereof would substantially detract from the benefits intended
to be extended to the Indemnitee hereunder.  The Company, to the
fullest extent permitted by law, shall indemnify Indemnitee against any and all
Expenses and, if requested by Indemnitee, and shall, to the fullest extent
permitted by law, within thirty (30) days after receipt by the Company of a
written request therefor, advance, to the extent not prohibited by law, such
Expenses to Indemnitee, which are incurred by or on behalf of Indemnitee in
connection with any action brought by Indemnitee for indemnification or
advancement of Expenses from the Company under this Agreement or under any
directors' and officers' liability insurance policies maintained by the Company
if Indemnitee is wholly successful on the underlying claims and, if Indemnitee
is not wholly successful on the underlying claims, then such indemnification
shall be only to the extent Indemnitee is successful on such underlying claims
or otherwise as permitted by law, whichever is greater.




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(e)           Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement
of Indemnitee to indemnification under this Agreement shall be required to be
made prior to the final disposition of the Proceeding.




(f)           The
Company and Indemnitee agree that a monetary remedy for breach of this Agreement
may be inadequate, impracticable and difficult to prove, and further agree that
such breach may cause Indemnitee irreparable harm.  Accordingly, the
Company and Indemnitee agree that Indemnitee may enforce this Agreement by
seeking injunctive relief and/or specific performance hereof, without any
necessity of showing actual damage or irreparable harm and that by seeking
injunctive relief and/or specific performance, Indemnitee shall not be precluded
from seeking or obtaining any other relief to which he may be
entitled.  The Company and Indemnitee further agree that Indemnitee
shall be entitled to such injunctive relief and specific performance, including
temporary restraining orders, preliminary injunctions and permanent injunctions,
without the necessity of posting a bond or any other undertaking in connection
therewith.  The Company acknowledges that in the absence of a waiver,
a bond or undertaking may be required of Indemnitee by the applicable court, and
the Company hereby waives any such requirement of a bond or
undertaking.




Section
15.             Non-exclusivity; Survival of
Rights; Insurance; Primacy of Indemnification; Subrogation.




(a)           The
rights of indemnification and to receive advancement of Expenses as provided by
this Agreement (i) shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Certificate of
Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution
of directors, or otherwise and (ii) shall be interpreted independently of, and
without reference to, any other such rights to which Indemnitee may at any time
be entitled.  No amendment, alteration or repeal of this Agreement or
of any provision hereof shall limit or restrict any right of Indemnitee under
this Agreement in respect of any action taken or omitted by such Indemnitee in
his Corporate Status prior to such amendment, alteration or
repeal.  To the extent that a change in Delaware law, whether by
statute or judicial decision, permits greater indemnification or advancement of
Expenses than would be afforded currently under the Company's Certificate of
Incorporation and Bylaws, and this Agreement, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits so
afforded by such change.  If any change in Delaware law narrows the
right of a corporation to indemnify a director or officer, that change will have
no effect on this Agreement or the parties rights and obligations under this
Agreement unless and only to the extent required by law.  No right or
remedy herein conferred is intended to be exclusive of any other right or
remedy, and every other right and remedy shall be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise.  The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other right or remedy.




(b)           To
the extent that the Company maintains an insurance policy or policies providing
liability insurance for directors, officers, employees or agents of the Company
or of any other corporation, partnership, joint venture, trust or other
enterprise which such person serves at the request of the Company, Indemnitee
shall be covered by such policy or policies in accordance with its or their
terms to the maximum extent of the coverage available for any such director,
officer, employee or agent under such policy or policies.  If, at the
time of the receipt of a notice of a claim pursuant to the terms hereof, the
Company has director and officer liability insurance in effect, the Company
shall give prompt notice of the commencement of such proceeding to the insurers
in accordance with the procedures set forth in the respective
policies.  The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such proceeding in accordance with the terms of
such policies.




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(c)           The
Company hereby acknowledges that Indemnitee has or may have in the future
certain rights to indemnification, advancement of expenses and/or insurance
provided by other entities and/or organizations (collectively, the "Other
Indemnitors").  The Company hereby agrees (i) that it is the
indemnitor of first resort (i.e., its obligations
to Indemnitee are primary and any obligation of the Other Indemnitors to advance
expenses or to provide indemnification for the same expenses or liabilities
incurred by Indemnitee are secondary), (ii) that it shall be required to advance
the full amount of expenses incurred by Indemnitee and shall be liable for the
full amount of all Expenses, judgments, liabilities, penalties, fines and
amounts paid in settlement to the extent legally permitted and as required by
the terms of this Agreement and the Certificate of Incorporation or the Bylaws
(or any other agreement between the Company and Indemnitee), without regard to
any rights Indemnitee may have against the Other Indemnitors and, (iii) that it
irrevocably waives, relinquishes and releases the Other Indemnitors from any and
all claims against the Other Indemnitors for contribution, subrogation or any
other recovery of any kind in respect thereof.  The Company further
agrees that no advancement or payment by the Other Indemnitors on behalf of
Indemnitee with respect to any claim for which Indemnitee has sought
indemnification from the Company shall affect the foregoing and the Other
Indemnitors shall have a right of contribution and/or be subrogated to the
extent of such advancement or payment to all of the rights of recovery of
Indemnitee against the Company.  The Company and Indemnitee agree that
the Other Indemnitors are express third party beneficiaries of the terms of this
Section 15(c).  For the avoidance of doubt, nothing in this Section
15(c) limits or is intended to limit the obligations of the Company's directors
and officer liability insurance provider, if any, to the Company pursuant to any
policy of directors and officers liability insurance paid for by the
Company.




(d)           In
the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee
(other than against the Other Indemnitors), who shall execute all papers
required and take all action reasonably necessary to secure such rights,
including execution of such documents as are necessary to enable the Company to
bring suit to enforce such rights, and who shall be indemnified by the Company
for any Expenses incurred in connection therewith.




(e)           The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable (or for which advancement is provided hereunder)
hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or
otherwise.




(f)           The
Company's obligation to indemnify or advance Expenses hereunder to Indemnitee
who is or was serving at the request of the Company as a director, officer,
trustee, partner, managing member, fiduciary, employee or agent of any other
corporation, limited liability company, partnership, joint venture, trust or
other enterprise shall be reduced by any amount Indemnitee has actually received
as indemnification or advancement of Expenses from such other corporation,
limited liability company, partnership, joint venture, trust or other
enterprise.




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Section
16.             Duration of
Agreement.  This Agreement shall continue until and terminate
upon the later of:  (a) 10 years after the date that Indemnitee shall
have ceased to serve as a director or officer of the Company or (b) 1 year after
the final termination of any Proceeding then pending in respect of which
Indemnitee is granted rights of indemnification or advancement of Expenses
hereunder and of any proceeding (including any appeal) commenced by Indemnitee
pursuant to Section 14 of this Agreement relating thereto.  This
Agreement shall be binding upon the Company and its successors and assigns
(including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business or assets of the
Company), shall continue as to an Indemnitee who has ceased to be a director or
officer of the Company and shall inure to the benefit of Indemnitee and his or
her spouse, assigns, heirs, devisees, executors and administrators and other
legal representatives.




Section
17.             Severability.  If
any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever:  (a) the validity,
legality and enforceability of the remaining provisions of this Agreement
(including without limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby and shall remain enforceable to the fullest extent
permitted by law; (b) such provision or provisions shall be deemed reformed to
the extent necessary to conform to applicable law and to give the maximum effect
to the intent of the parties hereto; and (c) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of any
Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested
thereby.




Section
18.             Enforcement.




(a)           The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve as a director or officer of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director or
officer of the Company.




(b)           This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof; provided, however, that this
Agreement is a supplement to and in furtherance of the Certificate of
Incorporation, the Bylaws, any directors and officers insurance maintained by
the Company and applicable law, and shall not be deemed a substitute therefor
nor to diminish or abrogate any rights of Indemnitee thereunder.




Section
19.             Modification and
Waiver.  No supplement, modification, termination or amendment
of this Agreement shall be binding unless executed in writing by both of the
parties hereto.  No supplement, modification, termination or amendment
of this Agreement or of any provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of an action taken or omitted by
such Indemnitee prior to such supplement, modification, termination or
amendment.  No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provisions of this Agreement
(whether or not similar) nor shall any such waiver constitute a continuing
waiver.




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Section
20.             Notice by
Indemnitee.  Indemnitee agrees promptly to notify the Company
in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter
which may be subject to indemnification or advancement of Expenses covered
hereunder.  The failure of Indemnitee to so notify the Company shall
not relieve the Company of any obligation which it may have to the Indemnitee
under this Agreement or otherwise.




Section
21.             Notices.  All
notices, requests, demands and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given if (a) delivered by
hand and receipted for by the party to whom said notice or other communication
shall have been directed, (b) mailed by certified or registered mail with
postage prepaid, on the fifth business day after the date on which it is so
mailed, (c) mailed by reputable overnight courier and receipted for by the party
to whom said notice or other communication shall have been directed or (d) sent
by facsimile transmission, with receipt of oral confirmation that such
transmission has been received:




(a)           If
to Indemnitee, at the address indicated on the signature page of this Agreement,
or such other address as Indemnitee shall provide to the Company.




(b)           If
to the Company to:


Aeroflex
Incorporated


35 South
Service Road


P.O. Box 6022


Plainview,
NY 11803


Attention:  President


Fax No.:
(516) 694-0658




or to any
other address as may have been furnished to Indemnitee by the
Company.




Section
22.             Contribution.




(a)           To
the fullest extent permissible under applicable law, if the indemnification
provided for in this Agreement is unavailable to Indemnitee for any reason
whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to
the amount incurred by or on behalf of Indemnitee, whether for judgments, fines,
penalties, excise taxes, amounts paid or to be paid in settlement and/or for
Expenses, in connection with any claim relating to an indemnifiable event under
this Agreement, in such proportion as is deemed fair and reasonable in light of
all of the circumstances of such Proceeding in order to reflect (i) the relative
benefits received by the Company and Indemnitee as a result of the event(s)
and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative
fault of the Company (and its directors, officers, employees and agents) and
Indemnitee in connection with such event(s) and/or transaction(s).  To
the fullest extent permitted by law, the Company hereby waives and relinquishes
any right of contribution it may have at any time against the
Indemnitee.




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Section
23.             Applicable Law and Consent
to Jurisdiction.  This Agreement and the legal relations among
the parties shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware, without regard to its conflict of laws
rules.  Except with respect to any arbitration commenced by Indemnitee
pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in the
Delaware Court, and not in any other state or federal court in the United States
of America or any court in any other country, (ii) consent to submit to the
exclusive jurisdiction of the Delaware Court for purposes of any action or
proceeding arising out of or in connection with this Agreement, (iii) agree to
accept service of process in any manner permitted by the Delaware Court, (iv)
waive any objection to the laying of venue of any such action or proceeding in
the Delaware Court, and (v) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in the Delaware Court has been
brought in an improper or inconvenient forum.




Section
24.             Identical
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same
Agreement.  Only one such counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of this
Agreement.




Section
25.             Attorney's
Fees.  If a Proceeding is instituted by or in the name of the
Company under this Agreement or to enforce or interpret this Agreement, the
Company will pay to Indemnitee all Expenses incurred by Indemnitee in defense of
that Proceeding (including with respect to Indemnitee's counterclaims and
cross-claims made in that Proceeding), unless as a part of the Proceeding the
court determines that each of Indemnitee's material defenses to the Proceeding
were made in bad faith or were frivolous.




Section
26.             Miscellaneous.  Use
of the masculine pronoun shall be deemed to include usage of the feminine
pronoun where appropriate.  The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction
thereof.


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IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the
day and year first above written.




AEROFLEX
      INCORPORATED
                  
                  INDEMNITEEBy:Name:  Edward
      S. Wactlar
                  
                  Name:Office:  Senior
      Vice President & General Counsel
                  
                  Address:








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