Exhibit 4.1


                              AEROFLEX INCORPORATED

                    2002 OUTSIDE DIRECTORS' STOCK OPTION PLAN


     1. Purposes of the Plan. The purposes of this 2002 Outside Directors' Stock
Option Plan are to attract and retain highly skilled individuals as Directors of
the Company,  to provide  additional  incentive to the Outside  Directors of the
Company to serve as Directors,  and to encourage their continued  service on the
Board.

     All options granted hereunder shall be "non-statutory stock options."

     2. Definitions. As used herein, the following definitions shall apply:

     (a) "Board" means the Board of Directors of the Company.

     (b) "Code" means the Internal Revenue Code of 1986, as amended.

     (c) "Change in Control" means a change of control of the Company, or in
any person directly or indirectly controlling the Company, which shall mean:

          (i) a  change  in  control  as  such  term  is  presently  defined  in
          Regulation  240.12b-(2) under the Securities  Exchange Act of 1934, as
          amended (the "Exchange Act"); or

          (ii) if any "person" (as such term is used in Section  13(d) and 14(d)
          of the Exchange Act) other than the Company or any "person" who on the
          date of this  Agreement  is a  director  or  officer  of the  Company,
          becomes the  "beneficial  owner" (as defined in Rule 13(d)-3 under the
          Exchange  Act)  directly or  indirectly,  of securities of the Company
          representing  twenty  percent (20%) or more of the voting power of the
          Company's then outstanding securities; or

          (iii) if during any  period of two (2)  consecutive  years  during the
          term of this Plan,  individuals  who at the  beginning  of such period
          constitute the Board of Directors,  cease for any reason to constitute
          at least a majority thereof.

     (d) "Common  Stock" means the Common Stock of the Company,  par value $0.10
per share.

     (e) "Company" means Aeroflex Incorporated, a Delaware corporation.

     (f) "Director" means a member of the Board.

     (g) "Employee" means any person, including officers and Directors, employed
by the  Company or any Parent or  Subsidiary  of the  Company.  The payment of a
Director's  fee or consulting  fee by the Company shall not be sufficient in and
of itself to constitute  "employment" by the Company unless the Director and the
Company  agree  that,  as a result of  payment of such fees in  connection  with
services rendered, such Director should not be considered an Outside Director.

     (h) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (i) "Fair Market  Value" means,  as of any date,  the value of Common Stock
determined as follows:


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          (i) If the Common Stock is listed on any established stock exchange or
          national  market  system,  including  without  limitation  the  Nasdaq
          National  Market,  the Fair  Market  Value of a Share of Common  Stock
          shall be the closing sale price for such stock (or the closing bid, if
          no sales were reported),  as quoted on such system or exchange (or, if
          more than one, on the exchange with the greatest  volume of trading in
          the  Company's  Common  Stock)  on  the  day  prior  to  the  date  of
          determination,  as reported  in The Wall Street  Journal or such other
          source as the Board deems reliable;

          (ii) If the Common  Stock is quoted on Nasdaq (but not on the National
          Market) or regularly  quoted by a recognized  securities  dealer,  but
          selling  prices are not reported,  the Fair Market Value of a Share of
          Common  Stock shall be the mean  between the high and low asked prices
          for the Common Stock on the day prior to the date of determination, as
          reported in The Wall Street  Journal or such other source as the Board
          deems reliable, or;

          (iii) In the absence of an  established  market for the Common  Stock,
          the Fair Market Value thereof shall be determined in good faith by the
          Board.

     (j) "Option" means an option to purchase  Common Stock granted  pursuant to
the Plan.

     (k) "Optioned Stock" means the Common Stock subject to an Option.

     (l) "Optionee" means an Outside Director who receives an Option.

     (m) "Outside Director" means a Director who is not an Employee.

     (n) "Plan" means this 2002 Outside Directors' Stock Option Plan.

     (o) "Share"  means a share of the Common  Stock,  as adjusted in accordance
with Section 10 of the Plan.

     3. Stock  Subject to the Plan.  Subject to the  provisions of Section 10 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is 525,000 Shares (the "Pool") of Common Stock. The Shares may be
authorized, but unissued, or reacquired Common Stock.

        If  an  Option  expires  or becomes  unexercisable  without  having been
exercised in full,  the  unpurchased  Shares which were  subject  thereto  shall
become  available  for future  grant or sale under the Plan (unless the Plan has
terminated).

     4. Administration of and Grants under the Plan.

     (a) Administration.  Except as otherwise required herein, the Plan shall be
administered by the Board. All grants of Options to Outside Directors under this
Plan shall be  automatic  and  nondiscretionary  and shall be made  strictly  in
accordance with the following provisions:

     (b) Option Grants.

          (i) No  person  shall  have any  discretion  to select  which  outside
          Directors  shall be  granted  Options  or to  determine  the number of
          Shares to be covered by Options granted to Outside Directors.

          (ii) Commencing  March 1, 2003 and each subsequent  March 1 during the
          term of this Plan, each Outside Director shall  automatically  receive
          an additional  option to purchase 25,000 Shares (the "Annual Option"),
          provided  that  (1) the  Annual  Option  shall be  granted  only to an
          outside  Director  who has served on the Board for at least three full
          months  prior  to the  date of grant  and (2) the  grant of an  Annual
          Option  shall be  subject  to the  person's  continued  service  as an
          outside Director.


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          (iii) The terms of each Option granted hereunder shall be as follows:

          (1) Each  Option  shall  terminate,  if not  previously  exercised  or
otherwise terminated, on a date ten (10) years after the date of grant.

          (2) Each Option shall be exercisable  only while the Outside  Director
remains a Director of the Company, except as set forth in Section 8 hereof.

          (3) The  exercise  price per Share of each Option shall be 100% of the
Fair Market Value per Share on the date of grant of the Option.

          (4) Each Option shall become  exercisable in  installments as follows:
up to  33-1/3%  on the date of  grant;  up to  66-2/3%  on and  after  the first
anniversary  of the  date  of  grant;  and up to 100% on and  after  the  second
anniversary of the date of grant.

          (iv) In the event that any Option  granted  under the Plan would cause
          the number of Shares subject to outstanding Options plus the number of
          Shares  previously  purchased  upon  exercise of Options to exceed the
          Pool,  then  each such  automatic  grant  shall be for that  number of
          Shares  determined  by dividing the total  number of Shares  remaining
          available  for  grant  by  the  number  of  Outside  Directors  on the
          automatic grant date. No further grants shall be made until such time,
          if any, as additional Shares become available for grant under the Plan
          through  action of the  stockholders  to increase the number of Shares
          which  may be  issued  under  the  Plan  or  through  cancellation  or
          expiration of Options previously granted hereunder.

     (c) The Board has the  authority to interpret the Plan and to prescribe the
rules and regulations relating thereto.

     5.  Eligibility.  Options  may be granted  only to Outside  Directors.  All
Options shall be automatically granted in accordance with the terms set forth in
Section 4(b).

         The Plan shall not confer upon any  Optionee any  right with respect to
continuation of service as a Director or nomination to serve as a Director,  nor
shall it  interfere in any way with any rights which the Director or the Company
may have to terminate his or her directorship at any time.

     6. Term of Plan. The Plan shall become  effective upon the earlier to occur
of August 26, 2002,  the date of its  adoption by the Board,  or its approval by
the stockholders of the Company as described in Section 16 of the Plan. It shall
continue in effect for a term of ten (10) years unless sooner  terminated  under
Section 11 of the Plan.

     7. Option Exercise Price and Consideration.

     (a) Exercise  Price.  The per Share exercise price for Optioned Stock shall
be 100% of the Fair Market Value per Share on the date of grant of the Option.

     (b) Form of  Consideration.  The consideration to be paid for the Shares to
be issued upon  exercise of an Option may consist,  at the option of the Company
of (i) cash, (ii) check,  (iii) other shares of the Company's Common Stock which
have a Fair  Market  Value  on the  date of  surrender  equal  to the  aggregate
exercise  price of the Shares as to which said Option shall be  exercised,  (iv)
consideration  received  by the  Company  under any  cashless  exercise  program
implemented  by the Company in  connection  with the Plan,  or (v) a combination
thereof.

     8. Exercise of Option.

     (a) Procedure for Exercise;  Rights as a  Stockholder.  Any Option  granted
hereunder  shall be  exercisable  at such times as are set forth in Section 4(b)
hereof.


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     An Option may not be exercised for a fraction of a Share.

     An Option  shall be  deemed to be  exercised  when  written  notice of such
exercise  has been  given to the  Company  in  accordance  with the terms of the
Option by the person  entitled to exercise  the Option and full  payment for the
Shares with  respect to which the option is exercised  has been  received by the
Company.  Full  payment may consist of any  consideration  and method of payment
allowable  under  Section 7(b) of the Plan.  Until the issuance (as evidenced by
the  appropriate  entry on the  books  of the  Company  or of a duly  authorized
transfer agent of the Company) of the stock certificate  evidencing such Shares,
no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Optioned  Stock,  notwithstanding  the exercise of the
option. A share certificate for the number of Shares so acquired shall be issued
to the  Optionee  as  soon as  practicable  after  exercise  of the  option.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the stock  certificate  is issued,  except as  provided  in
Section 10 of the Plan.

     Except as  otherwise  provided  in Section 3,  exercise of an Option in any
manner shall result in a decrease in the number of Shares which  thereafter  may
be  available,  both for purposes of the Plan and for sale under the option,  by
the number of Shares as to which the option is exercised.

     (b) Termination of Status as a Director.  If an Outside  Director ceases to
serve as a Director,  he may, but only within three (3) months after the date he
ceases to be a Director of the  Company,  exercise his Option to the extent that
he was entitled to exercise it at the date of such termination.  Notwithstanding
the  foregoing,  in no event  may the  Option  be  exercised  after its term has
expired.  To the extent that the Director was not entitled to exercise an Option
at the date of such  termination,  or if he does not exercise such Option (which
he was entitled to exercise) within the time specified herein,  the Option shall
terminate.

     (c) Disability of Optionee.  Notwithstanding the provisions of Section 8(b)
above,  in the event an Optionee is unable to continue his service as a Director
as a result  of his  total and  permanent  disability  (as  defined  in  Section
22(e)(3) of the Code),  he may, but only within twelve (12) months from the date
of termination, exercise his Option to the extent he was entitled to exercise it
at the date of such termination.  Notwithstanding the foregoing, in no event may
the Option be exercised  after its term has  expired.  To the extent that he was
not  entitled to exercise the Option at the date of  termination,  or if he does
not exercise  such Option  (which he was  entitled to exercise)  within the time
specified herein, the Option shall terminate.

     (d) Death of Optionee.  In the event of the death of an Optionee during his
term as a  Director,  the  Option  shall be  exercisable  to the  extent  it was
exercisable  at the date of  termination,  at any time within twelve (12) months
following  the date of  death,  by the  Optionee's  estate  or by a  person  who
acquired  the  right  to  exercise   the  Option  by  bequest  or   inheritance.
Notwithstanding the foregoing, in no event may the Option be exercised after its
term has expired.

     9.  Non-Transferability  of  Options.  Options  may not be  sold,  pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution. Options may be exercised, during
the lifetime of the Optionee, only by the Optionee.

     10. Adjustments Upon Changes in Capitalization,  Dissolution, Merger, Asset
Sale or Change in Control.

     (a)  Changes  in  Capitalization.  Subject  to any  required  action by the
stockholders  of the Company,  the number of Shares covered by each  outstanding
Option,  the number of Shares which have been  authorized for issuance under the
Plan but as to which  no  Options  have yet  been  granted  or which  have  been
returned to the Plan upon  cancellation  or expiration of an Option,  as well as
the price per Share covered by each such outstanding Option, as applicable,  and
the number of Shares  issuable  pursuant to the  automatic  grant  provisions of
Section 4 hereof shall be proportionately  adjusted for any increase or decrease
in the number of issued Shares  resulting from a stock split,  spin off, reverse
stock split, stock dividend,

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combination or  reclassification  of the Common Stock,  or any other increase or
decrease  in  the  number  of  issued  Shares   effected   without   receipt  of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without  receipt of  consideration."  Except as expressly  provided  herein,  no
issuance  by the  Company  of  shares  of  stock  of any  class,  or  securities
convertible into shares of stock of any class,  shall affect,  and no adjustment
by reason  thereof  shall be made with respect to, the number or price of Shares
subject to an Option.

     (b) Dissolution or Liquidation.  In the event of a proposed  dissolution or
liquidation  of the  Company,  Options  shall  become  fully  vested  and  fully
exercisable,  including  as to  Shares  as to which it would  not  otherwise  be
exercisable.  To the  extent an Option  remains  unexercised  at the time of the
dissolution or liquidation, the Option shall terminate.


     (c) Merger or Asset Sale.  In the event of a merger of the Company  with or
into another  corporation or the sale of substantially  all of the assets of the
Company,  outstanding  Options  may be  assumed  or  equivalent  options  may be
substituted by the successor  corporation or a parent or subsidiary thereof (the
"Successor Corporation"). If an Option is assumed or substituted for, the Option
or equivalent  option shall  continue to be exercisable as provided in Section 4
hereof for so long as the  Optionee  serves as a Director  or a director  of the
Successor  Corporation.  Following  such  assumption  or  substitution,  if  the
Optionee's  status as a Director or director of the  Successor  Corporation,  as
applicable,  is  terminated  other  than  upon a  voluntary  resignation  by the
Optionee,  the Option or option shall become fully exercisable,  including as to
Shares for which it would not otherwise be exercisable.  Thereafter,  the Option
or option shall remain  exercisable in accordance with Sections 8(b) through (d)
above.

     If the  Successor  Corporation  does not  assume an  outstanding  Option or
ubstitute for it an equivalent  option, the Option shall become fully vested and
exercisable,  including  as to  Shares  for  which it  would  not  otherwise  be
exercisable.  In such event the Board shall notify the Optionee  that the Option
shall be fully exercisable for a period of sixty (60) days from the date of such
notice, and upon the expiration of such period the Option shall terminate.

     For the  purposes of this  Section  10(c),  an Option  shall be  considered
assumed if, following the merger or sale of assets, the Option confers the right
to purchase or receive,  for each Share of Optioned  Stock subject to the Option
immediately prior to the merger or sale of assets,  the  consideration  (whether
stock,  cash, or other securities or property) received in the merger or sale of
assets by holders of Common Stock for each Share held on the  effective  date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares).

     (d) Change in Control.  In the event of a Change in Control,  at the option
of the Board, (a) all Options  outstanding on the date of such Change in Control
shall become  immediately  and fully  exercisable,  and (b) an Optionee  will be
permitted to surrender for cancellation within sixty (60) days after such Change
in Control any Option or portion of an Option  which was  granted  more than six
(6) months prior to the date of such surrender, to the extent not yet exercised,
and to receive a cash payment in an amount  equal to the excess,  if any, of the
Fair  Market  Value (on the date of  surrender)  of the  shares of Common  Stock
subject  to the  Option  or  portion  thereof  surrendered,  over the  aggregate
purchase price for such Shares under the Option.

     11. Amendment and Termination of the Plan.

     (a)  Amendment  and  Termination.  The Board may at any time amend,  alter,
suspend, or discontinue the Plan, but no amendment,  alteration,  suspension, or
discontinuation  shall be made which  would  impair  the rights of any  Optionee
under any grant theretofore made,  without his or her consent.  In addition,  to
the  extent  necessary  and  desirable  to  comply  with any  applicable  law or
regulation,  the Company shall obtain stockholder approval of any Plan amendment
in such a manner and to such a degree as required.

     (b) Effect of Amendment or  Termination.  Any such amendment or termination
of the Plan shall not affect  Options  already  granted and such  Options  shall
remain in full force and effect as if this

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Plan had not been amended or terminated. The Board shall not have the right to
reprice any outstanding Options without the affirmative vote of a majority of
all stockholders voting on the repricing proposal.

     12. Time of Granting Options. The date of grant of an Option shall, for all
purposes,  be the date determined in accordance with Section 4 hereof. Notice of
the  determination  shall be given to each Outside Director to whom an Option is
so granted within a reasonable time after the date of such grant.

     13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended,  the Exchange Act, the rules and  regulations  promulgated  thereunder,
state securities laws, and the requirements of any stock exchange upon which the
Shares may then be  listed,  and shall be further  subject  to the  approval  of
counsel for the Company with respect to such compliance.

     As a condition  to the  exercise of an Option,  the Company may require the
person  exercising  such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present  intention  to sell or  distribute  such  Shares,  if, in the opinion of
counsel  for  the  Company,  such a  representation  is  required  by any of the
aforementioned relevant provisions of law.

     Inability  of the  Company to obtain  authority  from any  regulatory  body
having  jurisdiction,  which authority is deemed by the Company's  counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the  Company of any  liability  in respect of the  failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

     14. Reservation of Shares. The Company,  during the term of this Plan, will
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     15. Agreements.  Options shall be evidenced by written option agreements in
such form as the Board shall approve.

     16.  Stockholder  Approval.  Continuance  of the Plan  shall be  subject to
approval by the  stockholders  of the Company at or prior to the first annual or
special  meeting of  stockholders  held  subsequent to the adoption of the Plan.
Such  stockholder  approval shall be obtained in the degree and manner  required
under applicable state and federal law.






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