EMPLOYMENT AGREEMENT
                              --------------------

                  AGREEMENT  made  as of this  16th  day of  April,  1997 by and
between BOONTON ELECTRONICS  CORPORATION,  a New Jersey  corporation,  having an
address at 25 Eastman's Road, Parsippany,  New Jersey,  (hereinafter referred to
as  "Company"),  and YVES  GUYOMAR,  an  individual  having an address at c/o 25
Eastman's Road, Parsippany, New Jersey (hereinafter referred to as "Employee").

                                  W I T N E S S E T H:
                                  - - - - - - - - - -

                  WHEREAS,  Company  desires  to employ  Employee  and  Employee
desires  to be  employed  by the  Company  in  accordance  with  the  terms  and
conditions provided herein.

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
herein after contained,  and other good and valuable consideration,  the receipt
and  sufficiency  of which is hereby  acknowledged,  the parties hereto agree as
follows:

                  1. EMPLOYMENT.  Company agrees to employ Employee and Employee
agrees to serve Employer upon the terms and conditions hereinafter set forth.

                  2. TERM.  Employee's  employment  hereunder shall be effective
and shall  commence  as of April 16,  1997 (the  "Commencement  Date") and shall
terminate on April 15, 1999 (the "Term").

                  3. COMPENSATION.

                     (a) SALARY.  Company  shall pay  Employee  for all services
rendered  hereunder  a salary at the rate of  $140,000.00  per year  payable  in
accordance with the Company's regular payroll practice (the "Salary").

                     (b)  BENEFITS.  During  the Term of this  Agreement  and in
addition to the Salary,  Company shall provide to Employee the general  benefits
provided to all employees of the Company.

                     (c) VACATION.  Employee shall be entitled to four (4) weeks
vacation with pay per year and holidays in accordance with Company's policies in
effect from time to time.

                     (d) TAXES.  Employee  understands that any and all payments
provided in this  Agreement  shall be subject to such tax  treatment  as applies
thereto,  and to such  withholding,  if any, as may be required under applicable
tax laws.

                     (e)  AUTOMOBILE.  The  Company  hereby  agrees  to  provide
Employee with an automobile  throughout  the Term of this  Agreement.  All costs
associated with the insurance and  maintenance of the automobile  shall be borne
solely by the Company.

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<PAGE>

                4.   DUTIES AND POSITION.

                     (a)  Employee  shall be  employed as the  President  of the
Company  and shall  assume and  perform  all of the duties and  responsibilities
customarily  assigned to and  performed by the  President  of a public  company,
together with such additional duties and responsibilities as may be specifically
assigned to Employee by the Board of Directors of the Company.

                     (b)  Employee  shall  devote  his full  time and  undivided
attention  to the  affairs of the Company and will not at any time engage in any
other business activities which would interfere with the full performance of his
duties and responsibilities assigned hereunder.

                5.   TERMINATION.

                     (a)  TERMINATION BY EMPLOYER FOR CAUSE.  Company shall have
the right to terminate the employment of Employee  under this Agreement  without
prior  notice  to  Employee,  if  Employee  shall  commit  any  material  act of
malfeasance,  disloyalty,  dishonesty or breach of trust against Company or upon
Employee's  conviction of, or plea of NOLO  CONTENDRE to a felony.  In the event
Employee's  employment  with  Company  shall  terminate  under the terms of this
Section 5(a), Company shall pay Employee any Salary due and owing Employee up to
and including the date of such  termination and no further  payments of any type
shall be payable to Employee.

                          (b) EMPLOYEEE'S  DEATH OR DISABILITY.  In the event of
the permanent disability or death of Employee during the Term hereof, Employee's
employment  hereunder  shall  terminate  and Company  shall pay to Employee,  or
Employee's  estate,  any Salary due and owing  Employee up to and  including the
date of such termination and no further payments of any type shall be payable to
Employee.

                6.   TRADE SECRET/CONFIDENTIAL INFORMATION.

                     (a) Employee  recognizes and  acknowledges  that during the
course of his employment with Company he will have access to certain information
of the  Company,  which  information  shall be  confidential  in  nature  and/or
constitute trade secrets of the Company, and is therefore valuable,  special and
unique  property of the Company  (hereafter  "Confidential  Information").  Such
Confidential  Information  shall  include,  without  limitation,   knowledge  of
processes, plan, devices, customer lists, pricing, marketing plans and strategy,
research projects, business opportunities and similar such information.

                     (b) Except as may be  required  for use by  Employee in the
regular course of business of the Company, Employee will not at any time, during
or after termination of his employment with the


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<PAGE>

Company,  use such  Confidential  Information or disclose any such  Confidential
Information to any person or firm, corporation,  association or other entity for
any reason or purpose  whatsoever.  In the event of a breach or what  appears to
the  Company to be a  threatened  reach by Employee  of the  provisions  of this
paragraph,   Company  shall  be  entitled  to  appropriate   injunctive  relief,
restraining  employee  from  using or  disclosing,  in  whole  or in part,  such
Confidential  Information.  Nothing  contained  herein  shall  be  construed  as
prohibiting  the Company from pursing any other remedies  available to it in the
event of such breach or perceived breach, including the recovery of damages from
Employee.

                  7. SURVIVAL OF PROVISIONS.  The provisions of Section 6 hereof
shall survive the termination or expiration of this  Agreement,  irrespective of
the reason therefor.

                  8.  WAIVER.  The  failure of any party to insist  upon  strict
adherence to any term of the Agreement on any occasion shall not be considered
a waiver  thereof or deprive that party of the right  thereafter  to insist upon
strict adherence to that term or any other term of this Agreement. Any waiver of
any breach of any provision of this  Agreement  shall not constitute a waiver of
any other breach of such provision or any provision hereof.

                  9.  NOTICES.  Any  Notice or other  communication  under  this
Agreement  shall be in  writing  and shall be  deemed  duly  given if  delivered
personally or if mailed by Certified Mail (Return  Receipt  Requested),  postage
prepaid,  to the other  party at the address  indicated  below (or at such other
address as shall be specified by Notice give pursuant hereto):

                      (a) To the  Company:

                           Boonton Electronics Corporation
                           25 Eastman's Road
                           P.O. Box 465
                           Parsippany, New Jersey  07054-0465
                           Attn:  John Titterton, Vice President - Finance

                      with a copy to:
                      --------------

                           Smith, Luhn & Doran, P.C.
                           Courthouse Plaza
                           60 Washington Street
                           Morristown, NJ  07960
                           Attn:  Gregory Luhn, Esq.


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<PAGE>

                      (b) To the Employee:

                           Boonton Electronics Corporation
                           25 Eastman's Road
                           P.O. Box 465
                           Parsippany, New Jersey  07054-0465


                  10.  ASSIGNMENT.  This Agreement and any rights of the parties
hereunder may not be transferred or assigned by either party hereto.

                  11.  SEVERABILITY.  The invalidity or  unenforceability of any
term  or  provision  of  the   Agreement   shall  not  affect  the  validity  or
enforceability of the remaining terms or provisions  hereof,  which shall remain
in full force and effect.

                  12. ENTIRE  AGREEMENT.  This Agreement  constitutes the entire
Agreement  between  the  parties  as of the  date  hereof  with  respect  to the
Employee's  employment  by the  Company  and may not be  amended  or  terminated
orally.  No  modification  hereof shall be valid unless in writing and signed on
behalf of the Company by an officer duly  authorized  by the Board of Directors,
and by the Employee.

                  13.  GOVERNING  LAW.  This  Agreement  shall be  governed  and
construed in accordance  with the laws of the State of New Jersey  applicable to
contracts made and to be performed therein.

                  14.  COUNTERPARTS.  This  Agreement  may be executed in two or
more counterparts,  each of which shall be considered an original by which taken
together shall constitute the same instrument.

                  15. BINDING  EFFECT.  This Agreement shall be binding upon and
inure  to  the  benefit  of the  parties  hereto  and  their  respective  heirs,
executors, administrators, representatives, successors and assigns.

                  16.  HEADINGS.  Headings in this Agreement are included solely
as a matter of  convenience  for  reference and are not intended to be a part of
this Agreement.

                            [SIGNATURE PAGE FOLLOWS]


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<PAGE>

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first above written.

WITNESS:                                      BOONTON ELECTRONICS CORPORATION

/s/ JOHN E. TITTERTON                         By:  /s/ RONALD T. De Blis
-------------------------------                  -------------------------------
    JOHN E. TITTERTON   September 5, 1997              RONALD T. DE BLIS
                                                       Director, Chairman of
                                                       Compensation & Benefits 
                                                       Committee


WITNESS:                                      EMPLOYEE:

/s/ JOHN E. TITTERTON                             /s/ Yves Guyomar
-------------------------------                  -------------------------------
    JOHN E. TITTERTON   September 2, 1997             Yves Guyomar



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