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                                                                   Exhibit 10.12

                              Aeroflex Incorporated
                       2000 Stock Option Plan, as amended


SECTION 1.  GENERAL PROVISIONS

1.1  Name and General Purpose

     The name of this plan is the Aeroflex Incorporated 2000 Stock Option Plan
(hereinafter called the "Plan"). The Plan is intended to be a broadly-based
incentive plan which enables Aeroflex Incorporated (the "Company") and its
subsidiaries and affiliates to foster and promote the interests of the Company
by attracting and retaining directors, officers and employees of, and
consultants to, the Company who contribute to the Company's success by their
ability, ingenuity and industry, to enable such directors, officers, employees
and consultants to participate in the long-term success and growth of the
Company by giving them a proprietary interest in the Company and to provide
incentive compensation opportunities competitive with those of competing
corporations.

1.2  Definitions

     a. "Affiliate" means any person or entity controlled by or
        under common control with the Company, by virtue of the
        ownership of voting securities, by contract or otherwise.

     b. "Board" means the Board of Directors of the Company.

     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:

        (a) 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

        (b) 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

        (c) 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. "Committee" means the Committee referred to in Section 1.3 of
                  the Plan.

     e. "Common Stock" means shares of the Common Stock, par value
        $.10 per share, of the Company.




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               f. "Company" means Aeroflex Incorporated, a corporation organized
                   under the laws of the State of Delaware (or any successor
                   corporation).

               g. "Fair Market Value" means the market price of the Common Stock
                  on the Nasdaq Stock Market on the date of the grant or on any
                  other date on which the Common Stock is to be valued
                  hereunder. If no sale shall have been reported on the Nasdaq
                  Stock Market on such date, Fair Market Value shall be
                  determined by the Committee.

               h. "Non-Employee Director" shall have the meaning set forth in
                  Rule 16(b) promulgated by the Securities and Exchange
                  Commission ("Commission").

               i. "Option" means any option to purchase Common Stock under
                  Section 2 of the Plan.

               j. "Option Agreement" means the option agreement described in
                  Section 2.4 of the Plan.

               k. "Participant" means any director, officer, employee or
                  consultant of the Company, a Subsidiary or an Affiliate who
                  is selected by the Committee to participate in the Plan.

               l. "Subsidiary" means any corporation in which the Company
                  possesses directly or indirectly 50% or more of the combined
                  voting power of all classes of stock of such corporation.

               m. "Total Disability" means accidental bodily injury or sickness
                  which wholly and continuously disabled an optionee. The
                  Committee, whose decisions shall be final, shall make a
                  determination of Total Disability.

1.3 Administration of the Plan

     The Plan shall be administered by the Board or by the Committee appointed
by the Board consisting of two or more members of the Board all of whom shall be
Non-Employee Directors. The Committee shall serve at the pleasure of the Board
and shall have such powers as the Board may, from time to time, confer upon it.

     Subject to this Section 1.3, the Committee shall have sole and complete
authority to adopt, alter, amend or revoke such administrative rules, guidelines
and practices governing the operation of the Plan as it shall, from time to
time, deem advisable, and to interpret the terms and provisions of the Plan.

     The Committee shall keep minutes of its meetings and of action taken by it
without a meeting. A majority of the Committee shall constitute a quorum, and
the acts of a majority of the members present at any meeting at which a quorum
is present, or acts approved in writing by all of the members of the Committee
without a meeting, shall constitute the acts of the Committee.




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1.4 Eligibility

     Stock Options may be granted only to directors, officers, employees or
consultants of the Company or a Subsidiary or Affiliate. All employees are
eligible to receive Stock Options under the Plan. Any person who has been
granted any Option may, if he is otherwise eligible, be granted an additional
Option or Options.

1.5 Shares

     The aggregate number of shares reserved for issuance pursuant to the Plan
shall be 4,625,000(1) shares of Common Stock, or the number and kind of shares
of stock or other securities which shall be substituted for such shares or to
which such shares shall be adjusted as provided in Section 1.6.

     Such number of shares may be set aside out of the authorized but unissued
shares of Common Stock or out of issued shares of Common Stock acquired for and
held in the Treasury of the Company, not reserved for any other purpose. Shares
subject to, but not sold or issued under, any Option terminating or expiring for
any reason prior to its exercise in full will again be available for Options
thereafter granted during the balance of the term of the Plan.

1.6 Adjustments Due to Stock Splits, Mergers, Consolidation, Etc.

     If, at any time, the Company shall take any action, whether by stock
dividend, stock split, combination of shares or otherwise, which results in a
proportionate increase or decrease in the number of shares of Common Stock
theretofore issued and outstanding, the number of shares which are reserved for
issuance under the Plan and the number of shares which, at such time, are
subject to Options shall, to the extent deemed appropriate by the Committee, be
increased or decreased in the same proportion, provided, however, that the
Company shall not be obligated to issue fractional shares.

     Likewise, in the event of any change in the outstanding shares of Common
Stock by reason of any recapitalization, merger, consolidation, reorganization,
combination or exchange of shares or other corporate change, the Committee shall
make such substitution or adjustments, if any, as it deems to be appropriate, as
to the number or kind of shares of Common Stock or other securities which are
reserved for issuance under the Plan and the number of shares or other
securities which, at such time are subject to Options.

     In the event of a Change in Control, at the option of the Board or
Committee, (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

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     (1) after giving effect to the Company's 5-for-4 stock split in July 2000,
the amendment of the Plan on October 12, 2000, the 2-for-1 stock split in
November 2000 and the amendment of the Plan on May 3, 2001.




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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.

1.7 Non-Alienation of Benefits

     Except as herein specifically provided, no right or unpaid benefit under
the Plan shall be subject to alienation, assignment, pledge or charge and any
attempt to alienate, assign, pledge or charge the same shall be void. If any
Participant or other person entitled to benefits hereunder should attempt to
alienate, assign, pledge or charge any benefit hereunder, then such benefit
shall, in the discretion of the Committee, cease.

1.8 Withholding or Deduction for Taxes

     If, at any time, the Company or any Subsidiary or Affiliate is required,
under applicable laws and regulations, to withhold, or to make any deduction for
any taxes, or take any other action in connection with any Option exercise, the
Participant shall be required to pay to the Company or such Subsidiary or
Affiliate, the amount of any taxes required to be withheld, or, in lieu thereof,
at the option of the Company, the Company or such Subsidiary or Affiliate may
accept a sufficient number of shares of Common Stock to cover the amount
required to be withheld.

1.9 Administrative Expenses

     The entire expense of administering the Plan shall be borne by the Company.

1.10 General Conditions

     a.   The Board or the Committee may, from time to time, amend, suspend or
          terminate any or all of the provisions of the Plan, provided that,
          without the Participant's approval, no change may be made which would
          alter or impair any right theretofore granted to any Participant.

     b.   With the consent of the Participant affected thereby, the Committee
          may amend or modify any outstanding Option in any manner not
          inconsistent with the terms of the Plan, including, without
          limitation, and irrespective of the provisions of Section 2.3 below,
          to accelerate the date or dates as of which an installment of an
          Option becomes exercisable; provided, that the Committee shall not
          have the right to reprice any outstanding Options.

     c.   Nothing contained in the Plan shall prohibit the Company or any
          Subsidiary or Affiliate from establishing other additional incentive
          compensation arrangements for employees of the Company or such
          Subsidiary or Affiliate.

     d.   Nothing in the Plan shall be deemed to limit, in any way, the right of
          the Company or any Subsidiary or Affiliate to terminate a
          Participant's employment or service with the Company (or such
          Subsidiary or Affiliate) at any time.

     e.   Any decision or action taken by the Board or the Committee arising out
          of or in connection with the construction, administration,
          interpretation and effect of the




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          Plan shall be conclusive and binding upon all Participants and
          any person claiming under or through any Participant.

     f.   No member of the Board or of the Committee shall be liable for any act
          or action, whether of commission or omission, (i) by such member
          except in circumstances involving actual bad faith, nor (ii) by any
          other member or by any officer, agent or employee.

1.11 Compliance with Applicable Law

     Notwithstanding any other provision of the Plan, the Company shall not be
obligated to issue any shares of Common Stock, or grant any Option with respect
thereto, unless it is advised by counsel of its selection that it may do so
without violation of the applicable Federal and State laws pertaining to the
issuance of securities and the Company may require any stock certificate so
issued to bear a legend, may give its transfer agent instructions limiting the
transfer thereof, and may take such other steps, as in its judgment are
reasonably required to prevent any such violation.

1.12 Effective Dates

     The Plan was adopted by the Board on March 22, 2000 and amended on October
12, 2000, March 21,2001 and May 3, 2001. The Plan shall terminate on March 21,
2010.

Section 2.  OPTION GRANTS

2.1 Authority of Committee

     Subject to the provisions of the Plan, the Committee shall have the sole
and complete authority to determine (i) the Participants to whom Options shall
be granted; (ii) the number of shares to be covered by each Option; and (iii)
the conditions and limitations, if any, in addition to those set forth in
Sections 2 and 3 hereof, applicable to the exercise of an Option, including
without limitation, the nature and duration of the restrictions, if any, to be
imposed upon the sale or other disposition of shares acquired upon exercise of
an Option.

     Stock Options granted under the Plan shall be non-qualified stock options.

     The Committee shall have the authority to grant Options.

2.2 Option Exercise Price

     The exercise price set forth in the Option Agreement at the time of grant
shall not be less than the Fair Market Value of the Common Stock at the time
that the Option is granted; provided, that in the case of any Option granted in
connection with a business acquisition, the Board may grant such Option with an
exercise price that is less than the Fair Market Value at the time of such
grant.

     The purchase price is to be paid in full in cash, certified or bank
cashier's check or, at the option of the Company, Common Stock valued at its
Fair Market Value on the date of exercise, or




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a combination thereof, when the Option is exercised and stock certificates
will be delivered only against such payment.

2.3 Option Grants

     Each Option will be subject to the following provisions:

     a. Term of Option

          An Option will be for a term of not more than ten years from the date
          of grant.

     b. Exercise

          (i)  By an Employee:

               Unless otherwise provided by the Committee and except in the
               manner described below upon the death of the optionee, an Option
               may be exercised only in installments as follows: up to one-half
               of the subject shares on and after the first anniversary of the
               date of grant, up to all of the subject shares on and after the
               second such anniversary of the date of the grant of such Option
               but in no event later than the expiration of the term of the
               Option.

               An Option shall be exercisable during the optionee's lifetime
               only by the optionee and shall not be exercisable by the optionee
               unless, at all times since the date of grant and at the time of
               exercise, such optionee is an employee of or providing services
               to the Company, any parent corporation of the Company or any
               Subsidiary or Affiliate, except that, upon termination of all
               such employment or provision of services (other than by death,
               Total Disability, or by Total Disability followed by death in the
               circumstances provided below), the optionee may exercise an
               Option at any time within three months thereafter but only to the
               extent such Option is exercisable on the date of such
               termination.

               Upon termination of all such employment by Total Disability, the
               optionee may exercise such Options at any time within one year
               thereafter, but only to the extent such Option is exercisable on
               the date of such termination.

               In the event of the death of an optionee (i) while an employee of
               or providing services to the Company, any parent corporation of
               the Company or any Subsidiary or Affiliate, or (ii) within three
               months after termination of all such employment or provision of
               services (other than for Total Disability) or (iii) within one
               year after termination on account of Total Disability of all such
               employment or provision of services, such optionee's estate or
               any person who acquires the right to exercise such option by
               bequest or inheritance or by reason of the death of the optionee
               may exercise such optionee's Option at any time within the period
               of three years from the date of death. In the case of clauses (i)
               and (iii) above, such




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               Option shall be exercisable in full for all the remaining shares
               covered thereby, but in the case of clause (ii) such Option shall
               be exercisable only to the extent it was exercisable on the date
               of such termination of employment or service.

         (ii)  By Persons other than Employees:

               If the optionee is not an employee of the Company or the parent
               corporation of the Company or any Subsidiary or Affiliate, the
               vesting of such optionee's right to exercise his Options shall be
               established and determined by the Committee in the Option
               Agreement covering the Options granted to such optionee.

               Notwithstanding the foregoing provisions regarding the exercise
               of an Option in the event of death, Total Disability, other
               termination of employment or provision of services or otherwise,
               in no event shall an Option be exercisable in whole or in part
               after the termination date provided in the Option Agreement.

     c. Transferability

               An Option granted under the Plan shall not be transferable
               otherwise than by will or by the laws of descent and
               distribution, except as may be permitted by the Board or the
               Committee.

2.4 Agreements

     In consideration of any Options granted to a Participant under the Plan,
each such Participant shall enter into an Option Agreement with the Company
providing, consistent with the Plan, such terms as the Committee may deem
advisable.