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                                                                  EXHIBIT 10.23

[CALIFORNIA MICROWAVE LOGO]


March 18, 1997

Gilbert F. Johnson
President
California Microwave, Inc.
555 Twin Dolphin Drive
Redwood City, CA 94065

Dear Mr. Johnson:

The purpose of this letter is to memorialize the terms of the agreement
relating to your employment by California Microwave, Inc. (the "Company") that
became effective as of October 1, 1996 (the "Agreement"), as follows:

        1.      The term of your employment under the Agreement commenced as of
                October 1, 1996 and will end on September 30, 1999.

        2.      For the period from October 1, 1996 to October 1, 1997, you
                agree to devote your full business time and attention to
                performing competently and diligently such duties as may be
                reasonably required from time to time by the Board of Directors
                or Chief Executive Officer of the Company and which are
                commensurate with your position as President of the Company.
                During such period, you shall be entitled to receive (a) salary
                at the annual rate of $300,000, payable on the Company's regular
                paydays, (b) a minimum discretionary bonus for fiscal year 1997
                in the amount of $125,000, subject only to your employment not
                being terminated for any of the reasons specified in paragraph 5
                below, and to your not voluntarily terminating your employment
                with the Company prior to July 1, 1997, and (c) the other
                benefits to which officers of the Company are entitled,
                including a "Perk Pot" payment at the rate of 8.5% based upon
                the aggregate of $300,000 of annual compensation and the
                $125,000 minimum bonus.
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        3.      In consideration for your agreeing to the terms hereof, you
                received on October 24, 1996 an option under the 1992 Incentive
                Stock Plan of the Company covering 5,000 shares of common stock
                and exercisable at a price of $14.25 per share.

        4.      On October 1, 1997 you will resign as an officer of the Company,
                but shall remain employed by the Company under the Agreement
                through September 30, 1999. During the period October 1, 1997
                through September 30, 1999, you shall perform such services as
                are reasonably requested from time to time by the Chief
                Executive Officer or President of the Company upon the receipt
                of reasonable notice relating to the time of performance and
                nature of such services; provided, however, that you shall not
                during such period be required to devote more than 12 hours per
                month to the performance of such services. During the period
                October 1, 1997 through September 30, 1999, you shall be
                entitled (a) to receive a salary at the annual rate of $50,000
                per year, payable on the Company's regular paydays and (b) to
                participate in all employee benefit plans that are in effect for
                the Company's non-officer employees.

        5.      Your employment hereunder shall terminate upon your death,
                permanent disability or termination for cause by the Company.
                "Disability" as used herein means that you have met the
                qualifications for the Company's long-term disability benefit
                and "termination for cause" shall mean termination of your
                employment as a result of (a) your willful misconduct or
                dishonesty towards, fraud upon, crime against or deliberate or
                attempted injury or bad faith action with respect to the Company
                or (b) your conviction for a felony (whether in connection with
                the Company's affairs or otherwise). Upon termination for any of
                the reasons specified in this paragraph, you shall be entitled
                to only your salary and other accrued benefits through the date
                of termination and to reimbursement for such expenses as you may
                have accrued on behalf of the Company prior to the date of
                termination.

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        6.      Subject to receipt of appropriate documentation with respect
                thereto, the Company shall reimburse you for any and all travel
                and other out-of-pocket expenses reasonably incurred by you in
                the performance of your services hereunder.

        7.      Compensation and benefits to you under this Agreement shall be
                reduced by all federal, state, local and other withholdings or
                similar taxes as required by applicable law.

        8.      All controversies, claims and matters of difference in any way
                related to the Agreement, its performance or breach, shall be
                submitted to arbitration in San Francisco, California, according
                to the rules and practices of the American Arbitration
                Association from time to time in effect. Any awards in such
                arbitration shall be final and binding on all parties. The
                arbitrators shall allocate the costs of the arbitration in such
                manner as they deem equitable. The arbitrators may require the
                reimbursement of all or any portion of the reasonable legal fees
                incurred by the prevailing party in the arbitration proceeding
                and any legal proceedings which are taken to enforce the
                arbitral award.

        9.      This Agreement is the entire agreement between us with respect
                to the matters covered hereby, and may be amended, modified,
                superseded or canceled, or its terms waived, only by a written
                instrument executed by both of us or, in the case of a waiver,
                by the party waiving compliance.

       10.      This Agreement shall inure to the benefit of and be binding upon
                the successors and assigns of the Company and you.

       11.      You agree not to disclose, either while in the Company's employ
                or at any time thereafter, to any person not employed by the
                Company any confidential information obtained while in the
                employ of the Company (including, without limitation, any of the
                Company's inventions, processes, methods of distribution,
                customers or trade secrets). This shall not preclude you from
                the

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        use or disclosure of information known generally to the public or from
        making disclosures required by law or court order.

12.     This Agreement will be construed under and governed by the laws of the
        State of California, without regard or reference to the rules of
        conflicts of law that would require the application of the law of any
        other jurisdiction.

If the foregoing is in accordance with your understanding as to our agreement,
please so indicate by signing and returning to the undersigned the attached
copy of this letter.


Sincerely yours,

/s/  GEN. ALFRED M. GRAY
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Gen. Alfred M. Gray, USMC (Retired)
Chairman, Compensation Committee


AGREED;

/s/ GILBERT F. JOHNSON
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Gilbert F. Johnson




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