SECOND AMENDMENT
                                       TO
             THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

                                  Introduction
                                  ------------ 
          This Second  Amendment to Third Amended and Restated Loan and Security
Agreement, dated as of April 30, 1998 (this "Amendment"), is an agreement by and
among Aeroflex Incorporated, a Delaware corporation formerly known as ARX, Inc.,
and currently  having an address at 35 South Service Road,  Plainview,  New York
11803 ("Aeroflex"),  Aeroflex Laboratories Incorporated,  a Delaware corporation
currently having an address at 35 South Service Road, Plainview,  New York 11803
("Laboratories"),  Aeroflex International Inc., a Delaware corporation currently
having  an  address  at  35  South  Service  Road,  Plainview,  New  York  11803
("International"),  Aeroflex Lintek Corp., an Ohio corporation  currently having
an address at 60 Grace Drive  South,  Powell,  Ohio 43065  ("Lintek"),  Aeroflex
Systems Corp., a Delaware  corporation  currently  having an address at 35 South
Service Road, Plainview, New York 11803 ("Systems"), Aeroflex Acquisition Corp.,
a Texas  corporation  currently  having an  address  at 35 South  Service  Road,
Plainview, New York 11803 ("Acquisition"),  Comstron International,  S.A.R.L., a
French corporation currently having an address at 4 Centre Administratif Des #7,
MARES, 78990,  Elancourt,  France ("Comstron"),  MIC Technology  Corporation,  a
Texas  corporation  currently  having an address at 797 Turnpike  Street,  North
Andover,  Massachusetts 01845 ("MIC"),  MIC Technology S.A.R.L.  (a\k\a S.A.R.L.
MIC Technology and S.A.R.L.  MIC Technologie),  a French  corporation  currently
having an address at 15, Rue Boudeville,  Thibaud Center, 31100 Toulouse, France
("MICSARL"),  and Vibration Mountings and Controls, Inc., a New York corporation
currently having an address at 113 Main Street, Box 37, Bloomingdale, New Jersey
07403 ("Vibrations") (Aeroflex,  Laboratories,  International,  Lintek, Systems,
Acquisition,   Comstron,   MIC,  MICSARL  and  Vibrations  may  be  referred  to
individually,  a  "Borrower",  and  collectively,  the  "Borrowers"),  The Chase
Manhattan Bank, a New York state banking corporation  formerly known as Chemical
Bank and  currently  having an  address  at 7600  Jericho  Turnpike,  Suite 306,
Woodbury, New York 11797 ("Chase"), Fleet Bank, N.A., as successor to (by merger
with)  NatWest  Bank N.A.  (f/k/a  National  Westminster  Bank USA),  a national
banking  association  currently  having an  address  at 300 Broad  Hollow  Road,
Melville,  New York 11747  ("Fleet",  and together  with Chase,  individually  a
"Bank" and collectively the "Banks"), and Fleet Bank, N.A., as Administrator, as
successor to (by merger with) NatWest Bank N.A. (f/k/a National Westminster Bank
USA), a national  banking  association  currently having an address at 300 Broad
Hollow Road, Melville, New York 11747 (the "Administrator").

                                    Recitals
                                    --------
          The Borrowers,  the Banks and the Administrator are parties to a Third
Amended and Restated Loan and Security  Agreement dated as of March 15, 1996, as
amended by the First  Amendment to Third  Amended and Restated Loan and Security
Agreement  dated as of July 1,  1997,  among  the  Borrowers,  the Banks and the
Administrator (as amended, the "Existing Loan Agreement"), pursuant to which the
Banks made a $16,000,000.00 term loan and established a $22,000,000.00 committed
revolving  credit facility (under which committed  facility up to  $2,000,000.00
was  available  as letters of credit),  which  committed  facility is subject to
borrowing base limitations.  Capitalized terms used and not otherwise defined or
amended in this Amendment shall have the meanings  respectively assigned to them
in the Existing Loan Agreement.

          The  Borrowers  have  requested  that the Bank  increase the committed
revolving  credit facility from  $22,000,000.00  to  $27,000,000.00,  extend its
maturity  until March 31, 2001,  and  generally  lower the interest  rate on the
Revolving  Credit Loans. The Borrowers have requested that the Bank increase the
Letter of Credit  sublimit from  $2,000,000.00  to  $3,000,000.00  and generally
reduce the letter of credit fees. The Borrowers also have requested that certain
of the financial  covenants and  definitions be changed to take into account the
effects of the proposed transaction and certain changed circumstances.

          The  Borrowers  (and in  particular  MIC) are entering  into the Pearl
River Project (as hereinafter  defined).  The Borrowers have requested that they
be  permitted to borrow under the  Commitment  on a temporary  basis to fund the
Pearl River Project,  which may require up to $3,000,000.00  more than currently
permitted under the Borrowing Base,  which over advance will expire on the first
to occur of November 30, 1998,  or the closing of the Pearl River  Financing (as
hereinafter defined).

          The Borrowers  have requested that the Banks enter into this Amendment
in order to approve and reflect the  foregoing,  and the Banks have agreed to do
so, all upon the terms and provisions and subject to the conditions  hereinafter
set forth.
<PAGE>
                                    Agreement

          In  consideration  of the  foregoing  and  the  mutual  covenants  and
agreements hereinafter set forth, the parties hereto hereby agree as follows:

     Section  1.  Amendment  to  Existing  Loan  Agreement.  The  Existing  Loan
Agreement is hereby amended  effective as of March 31, 1998, except as otherwise
specified to be effective on or as of another date:

          (A) In Section 1.01 of the Existing Loan Agreement, the definitions of
"Agreement",  "Applicable  Base Margin  Rate",  "Applicable  Euro Margin  Rate",
"Borrowing Base", "Commitment", "Consolidated Available Earnings", "Consolidated
Quick  Ratio",  "Loan"  and  "Loans",  "Maturity  Date",  "Note"  and  "Notes" ,
"Obligations",  "Other Debt",  Plainview Mortgage",  "Revolving Credit Note" and
"Revolving Credit Notes",  and "Revolving Credit Period",  are hereby deleted in
their  entirety,  and the following new definitions are hereby inserted in their
respective places:

          "Agreement"  shall  mean this  Third  Amended  and  Restated  Loan and
     Security  Agreement,  together with all schedules and exhibits  hereto,  as
     amended by the First Loan Amendment and the Second Loan  Amendment,  and as
     the same may be  supplemented,  modified,  amended or restated from time to
     time in the manner provided herein.

          "Applicable  Base  Margin  Rate"  shall mean the  fluctuating  rate of
     interest  per  annum  equal to the rate set forth  below for the  Revolving
     Credit Loans corresponding to the Applicable Pricing Level then applicable:
<TABLE>
<CAPTION>
          Applicable Pricing Level:     Level 1        Level 2        Level 3        Level 4
                                        -------        -------        -------        -------
          <S>                             <C>          <C>            <C>            <C>
          Applicable Base Margin Rate
          for Revolving Credit Loans:     0.00%        0.00%          0.00%          0.00%
</TABLE>
     The   Applicable   Base  Margin  Rate  shall   change  from  time  to  time
     simultaneously with each change in the Applicable Pricing Level.

          "Applicable  Euro  Margin  Rate"  shall mean the  fluctuating  rate of
     interest  per  annum  equal to the rate set forth  below for the  Revolving
     Credit Loans corresponding to the Applicable Pricing Level then applicable:
<TABLE>
<CAPTION>
          Applicable Pricing Level:     Level 1        Level 2        Level 3        Level 4
                                        -------        -------        -------        -------
          <S>                             <C>          <C>            <C>            <C>
          Applicable Euro Margin Rate
          for Revolving Credit Loans:     1.00%        1.50%          2.00%          2.00%
</TABLE>
     The   Applicable   Euro  Margin  Rate  shall   change  from  time  to  time
     simultaneously with each change in the Applicable Pricing Level;  provided,
     however,  that the Applicable  Euro Margin Rate for Revolving  Credit Loans
     shall be no less  than  1.50% per  annum  for the  first  $4,720,000.00  in
     Revolving  Credit  Loans  until such time as those  Loans  (which  were the
     former  "Term  Loans")  have been  repaid in full with the  proceeds of the
     Plainview Mortgage Loans.

          "Borrowing  Base" shall mean the amount  determined as of a particular
     date  equal to the sum of:  (a) the sum of: (i) 85% of the gross book value
     of all Eligible Receivables of the Borrowers then outstanding;  (ii) 25% of
     the net book value of all  Eligible  Inventory  (other than  Eligible  Gold
     Inventory  and  Eligible  Lucent  Inventory)  of the  Borrowers at the time
     (i.e.,  the gross value of such inventory,  determined at the lower of cost
     or market,  less any and all reserves for obsolescence,  damage,  theft and
<PAGE>
     the  like);  and  (iii)  85% of the net  book  value of all  Eligible  Gold
     Inventory and Eligible Lucent Inventory of the Borrowers at the time (i.e.,
     the  gross  value of such  inventory,  determined  at the  lower of cost or
     market, less any and all reserves for obsolescence,  damage,  theft and the
     like);  provided that no more than  $5,400,000.00  of the net book value of
     the  Eligible  Lucent  Inventory  shall be  included  in the  clause  (iii)
     computation;  provided further that the Administrator  (with the consent of
     the  Majority  Banks) at any time and from  time to time may  modify or add
     categories  of  eligibility  or  ineligibility  in  order  to  reflect  the
     composition of and the Borrowers' experience with its Eligible Receivables,
     Eligible Inventory,  Eligible Lucent Inventory and Eligible Gold Inventory;
     and provided  further that if the  Administrator at any time determines any
     such method of  valuation  overstates  the actual fair market  value at the
     time, the  Administrator may recalculate those values to fair market value;
     minus (b) until such time as payment of the  Earn-out  Amount,  if any, and
     the Excess Cash Flow Initial  Payment,  if any, have been made, the greater
     of (but not more than  $4,000,000.00) (A) the Earn-out Accrual,  or (B) the
     Excess  Cash Flow  Initial  Payment  accrued  (and not paid) to the date of
     determination;  plus (c) $3,000,000.00 until the first to occur of November
     30, 1998, or funding under the Pearl River Financing. The Administrator may
     determine the Borrowing  Base at any time and from time to time,  which may
     (but need not) be based upon the Borrowers'  periodic report on the form of
     Borrowing  Base   Certificate   required  under  Section  5.02(f)  of  this
     Agreement.

          "Commitment"  shall mean the commitment to make revolving credit loans
     to the Borrowers by the Banks,  collectively,  in the  aggregate  principal
     amount  outstanding  at any one time not to  exceed  the  remainder  of (i)
     $27,000,000.00  minus (ii) the sum of all voluntary  reductions  made under
     Section  2.01(d)  hereof (but with the  commitment of any  particular  Bank
     limited solely to its respective  Committed  Share of the  Commitment),  as
     such amount may be further reduced from time to time or terminated pursuant
     to the terms of this Agreement.

          "Consolidated  Available Earnings" shall mean, for any period, the sum
     of (a) the Consolidated EBIT of the Borrowers for such period, plus (b) the
     consolidated  depreciation  and  amortization of the Borrowers  included in
     such Consolidated EBIT for such period,  including (without limitation) the
     amortization  of goodwill  and other  non-cash  charges,  and minus (c) the
     aggregate  capital   expenditures  of  the  Borrowers  during  such  period
     (excluding (i) capital  expenditures funded with Other Debt, and (ii) up to
     $6,000,000.00  in aggregate  capital  expenditures  of the Borrowers on the
     Pearl River Project prior to December 31, 1998, but only if the Pearl River
     Financing L/C Commitment is in effect by no later than June 30, 1998),  all
     as determined on a consolidated basis in accordance with GAAP.

          "Consolidated   Quick   Ratio"   shall   mean,   as  at  any  date  of
     determination,  the  ratio  of (a) the  unencumbered  consolidated  current
     assets  of the  Borrowers  at such  date  consisting  of  cash,  marketable
     securities,  accounts  receivable,  Eligible Lucent  Inventory and raw gold
     inventory  (treating  as  unencumbered  for this  purpose  those assets and
     properties  that  are  subject  only  to  the  security  interests  of  the
     Administrator for the benefit of all of the Banks), to (b) the consolidated
     current  liabilities of the Borrowers at such date  (excluding from current
     liabilities for this purpose the current portion of long term debt), all as
     determined on a consolidated basis in accordance with GAAP.

          "Loan"  and  "Loans"  shall  respectively  mean any and all  principal
     amounts  outstanding  from  time to time  (including  future  advances)  in
     respect of the Revolving  Credit Loans,  the Letter of Credit  Advances and
     all other amounts  advanced from time to time to or on behalf of any one or
     more of the Borrowers by the  Administrator,  the Banks or their respective
     designees pursuant to this Agreement or any other Loan Instrument.

          "Maturity  Date" shall mean the earliest of (a) March 31,  2001,  with
     respect to the Revolving Credit Loans and all other  Obligations,  (b) with
     respect to the  Revolving  Credit Loans,  the date on which the  Commitment
     shall have been reduced  permanently  to zero,  and (c) with respect to all
     Obligations  the date on which the maturity of the  Obligations  shall have
     been accelerated pursuant to Section 8.02 hereof.

          "Note"  and  "Notes"  shall  respectively  mean any one or more of the
     Revolving Credit Notes.

          "Obligations" as of any date shall mean the Borrowers'  obligation (i)
     to repay the balance of the Loans then  outstanding,  including accrued and
     unpaid  interest  thereon  (including,  without  limitation,  any  and  all
     interest and other amounts  accrued during the pendency of any  bankruptcy,
     insolvency,  receivership  or other similar  proceedings,  irrespective  of
<PAGE>
     whether such  interest and other amounts are allowed or allowable as claims
     in such  proceedings),  (ii) to pay or  otherwise  satisfy all of the other
     amounts to be paid and  obligations to be performed or otherwise  satisfied
     by the Borrowers  (whether  jointly or severally)  under this Agreement and
     the other Loan  Instruments,  (iii) to pay or otherwise  perform or satisfy
     all of the other  amounts to be paid and  obligations  to be  performed  or
     otherwise  satisfied by any Borrower  under any interest  rate  protection,
     foreign  currency  exchange,  or other  interest or  exchange  rate swap or
     hedging  agreement  or  arrangement  with  either  Bank  or  any  of  their
     respective  affiliates,  and (iv) to pay or  otherwise  satisfy any and all
     overdrafts of the Borrower honored by either Bank (in its sole and absolute
     discretion).

          "Other Debt" shall mean (a) purchase  money  indebtedness  incurred in
     the purchase of  equipment  in the  ordinary  course of business so long as
     each is secured only by the equipment  purchased  (excluding any Loans used
     for such  purposes),  (b)  indebtedness  secured by  equipment  and similar
     tangible assets and properties  (other than  Collateral)  refinanced in the
     ordinary course of business so long as the net book value of the assets and
     properties  so  pledged  does  not  exceed  200%  of  the  amount  of  such
     indebtedness,  and (c)  obligations  arising under  leases,  whether or not
     constituting indebtedness under GAAP, excluding, however, (i) leases (A) of
     real property or (B) having  aggregate rental payments for the initial term
     (discounted  to present  value) of less than  $100,000  for any lease (with
     multiple  equipment  schedules  constituting  a single  lease) or series of
     related  leases,  (ii) any  refinancing of any Lucent  Equipment  Financing
     permitted under Section 6.02(a) hereof, and (iii) the Pearl River Financing
     in an amount not to exceed  $8,630,000.00  pursuant to approved Pearl River
     Financing Documents.

          "Plainview Mortgage" shall mean the Mortgage,  Assignment of Rents and
     Security Agreement dated as of April 30, 1998, from Aeroflex, as mortgagor,
     to the Plainview Mortgage  Administrator,  as mortgagee (for the benefit of
     all of the  Plainview  Mortgage  Banks),  respecting  Aeroflex's  Plainview
     facility,  as the same may be supplemented,  modified,  amended or restated
     from time to time in the manner provided therein.

          "Revolving   Credit   Note"  and   "Revolving   Credit   Notes"  shall
     respectively  mean  any one or  more of the  Fourth  Amended  and  Restated
     Revolving  Promissory  Notes  dated as of April  30,  1998,  issued  by the
     Borrowers  severally to each of the Banks to evidence its Pro Rata Share of
     the Revolving  Credit Loans (as referenced in Section 2.03(a)  hereof),  as
     each may be modified,  amended or restated  from time to time in the manner
     provided therein.

          "Revolving  Credit  Period"  shall mean that period  commencing on the
     Effective Date and terminating on the earlier of (a) March 31, 2001, or (b)
     the Maturity Date.

          (B) In Section 1.01 of the Existing Loan Agreement,  the following new
definitions of "Eligible  Lucent  Inventory",  "Pearl River  Financing",  "Pearl
River Financing  Authority",  "Pearl River Financing  Document" and "Pearl River
Financing  Documents",  "Pearl River Financing L/C",  "Pearl River Financing L/C
Commitment",   "Pearl  River  Project",   "Plainview  Mortgage   Administrator",
"Plainview Mortgage Agreement",  "Plainview Mortgage Banks", "Plainview Mortgage
Loans",   "Plainview  Mortgage  Loan  Document"  and  "Plainview  Mortgage  Loan
Documents",  "Plainview Mortgage Note" and "Plainview  Mortgage Notes",  "Second
Loan Amendment",  "Third Restated  Revolving Note" and "Third Restated Revolving
Notes",  and "Year 2000  Compatible"  are hereby  inserted  in their  respective
proper alphabetical  positions without the deletion or modification of any other
material:

          "Eligible  Lucent   Inventory"  shall  mean  all  Eligible   Inventory
     consisting  of finished  goods  manufactured  pursuant to the Lucent Supply
     Agreement.

          "Pearl River  Financing"  shall mean the industrial  development  bond
     financing  to MIC from the Pearl  River  Financing  Authority  secured by a
     mortgage on the Pearl River  Project and secured and  enhanced by the Pearl
     River Financing L/C.

          "Pearl River  Financing  Authority"  shall mean the County of Rockland
     (New York) Industrial Development Agency or any successor.

          "Pearl River Financing Document" and "Pearl River Financing Documents"
     shall respectively mean any one or more of the bonds issued to evidence and
     bond purchase agreement,  indenture and other agreements executed to govern
     the Pearl River  Project  Financing,  the mortgages  encumbering  the Pearl
     River Project  executed by MIC to support the Pearl River Financing  and/or
     the Pearl River L/C, the Pearl River  Financing L/C  Commitment,  the Pearl
<PAGE>
     River   Financing  L/C  and  related   application(s)   and   reimbursement
     agreement(s),  and the guaranties executed by Aeroflex respecting the Pearl
     River  Financing  or Pearl River  Financing  L/C,  and any and all waivers,
     consents,  agreements,  instruments  and other  documents  executed  by the
     requisite person(s) pursuant to or in connection with any of the foregoing;
     in  each  case  whether  now or  hereafter  existing,  and as  each  may be
     supplemented, modified, amended or restated from time to time.

          "Pearl River  Financing L/C" shall mean the letter(s) of credit issued
     by the institutional lender(s) to support the Pearl River Financing, as the
     same may be supplemented, modified, amended, restated or replaced from time
     to time in the manner provided therein.

          "Pearl  River  Financing  L/C  Commitment"  shall mean the  commitment
     letter  issued by an  institutional  lender to MIC  committing to provide a
     Pearl  River  Financing  L/C in an  aggregate  face amount of not less than
     U.S.$5,000,000.

          "Pearl River Project" shall mean the  acquisition  and  improvement of
     MIC's facility in Pearl River, New York (which MIC currently rents).

          "Plainview  Mortgage  Administrator"  shall  mean the  "Administrator"
     under (and as defined in) the Plainview Mortgage Agreement.

          "Plainview  Mortgage Agreement" shall mean the Mortgage Loan Agreement
     among  Aeroflex,  the Plainview  Mortgage Banks and the Plainview  Mortgage
     Administrator  to be dated as of April 30,  1998 (or such other date as may
     be chosen by the  parties  thereunder),  together  with all  schedules  and
     exhibits  thereto,  as the same may be supplemented,  modified,  amended or
     restated from time to time in the manner provided therein .

          "Plainview  Mortgage  Banks"  shall  mean the  "Banks"  under  (and as
     defined in) the Plainview Mortgage Agreement.

          "Plainview Mortgage Loans" shall mean any and all principal amounts of
     the "Term  Loans"  outstanding  under  (and as  defined  in) the  Plainview
     Mortgage  Agreement from time to time (including  future  advances) and all
     other amounts advanced from time to time to or on behalf of any one or more
     of the Borrowers by the  Plainview  Mortgage  Administrator,  the Plainview
     Mortgage  Banks or their  respective  designees  pursuant to the  Plainview
     Mortgage Agreement or any other Plainview Mortgage Loan Document.

          "Plainview  Mortgage  Loan  Document"  and  "Plainview  Mortgage  Loan
     Documents"  shall  respectively  mean  any  one or  more  of the  Plainview
     Mortgage  Agreement,  the Plainview Mortgage Notes, the Plainview Mortgage,
     and  the  various  other  mortgages,  assignments,  instruments  and  other
     documents  creating or evidencing any interest of the  Administrator or any
     other  Bank in any  collateral  securing  or  intended  to secure  anyone's
     obligations  under  any  of  the  foregoing,  and  all  waivers,  consents,
     agreements,   reports,  statements,   certificates,   schedules  and  other
     documents executed by the requisite  person(s) pursuant to or in connection
     with any of the  foregoing  and  accepted  or  delivered  by the  Plainview
     Mortgage   Administrator   (with  the  consent  of  the  "Requisite  Banks"
     thereunder,  as and if required) (whether prior to, on or from time to time
     after  the  "Effective  Date"  thereunder),  as each  may be  supplemented,
     modified,  amended or  restated  from time to time in the  manner  provided
     therein.

          "Plainview   Mortgage  Note"  and  "Plainview  Mortgage  Notes"  shall
     respectively  mean any one or more of the Mortgage  Notes dated as of April
     30, 1998,  issued by Aeroflex  severally to each of the Plainview  Mortgage
     Banks to evidence its "Pro Rata Share" of the Plainview  Mortgage Loans (as
     referenced in the Plainview  Mortgage  Agreement,  as each may be modified,
     amended or restated from time to time in the manner provided therein.

          "Second  Loan  Amendment"  shall  mean the Second  Amendment  to Third
     Amended and  Restated  Loan and  Security  Agreement  dated as of April 30,
     1998, between the Borrower and the Bank.
<PAGE>
          "Third Restated  Revolving Note" and "Third Restated  Revolving Notes"
     shall  respectively  mean any one or more of the Third Amended and Restated
     Revolving  Promissory  Notes  dated as of March  15,  1996,  issued  by the
     Borrowers  severally  (i) to  Chase in the  original  principal  amount  of
     U.S.$8,800,000.00,  and (ii) to Fleet in the original  principal  amount of
     U.S.$13,200,000.00,  which notes were issued to amend, extend,  restate and
     completely replace the Existing Revolving Notes.

          "Year 2000  Compatible"  shall mean that the  referenced  computer  or
     other   hardware  or  software  of  the  reference   person  (a)  will  not
     malfunction,  cease to  function,  generate  incorrect  date  dependent  or
     related data or produce  incorrect  results on or after  January 1, 2000 or
     2001,  (b)  applies  formulae,  calculates,   displays,  exports,  imports,
     manages, manipulates, operates, provides, processes, recognizes, sorts, and
     stores all dates and date  dependent  or related  user or  interface  data,
     fields,  functionalities  and values  (i) in  four-digit  year date  format
     (whether  "date" or "year" data field or  otherwise),  (ii) that  properly,
     fully and correctly identifies any year (including, without limitation, the
     century  thereof)  and  computes  any period,  value or result  (including,
     without  limitation,  those spanning the end of any century or millennium),
     and (iii) without any error,  in each case (A) without the necessity of any
     human intervention or system  modification and (B) whether such dates occur
     on or after  January  1, 2000 or 2001,  and  whether  or not such dates are
     intermixed  with  or  compared  to (in  calculations  or  otherwise)  dates
     occurring  in the years of or before  1999 or 1899,  and (c) will  properly
     interface with other hardware and software of the referenced person without
     rendering  any  of  them  less  Year  2000  Compatible  or  otherwise  less
     functional.

          (B) In Section 1.01 of the Existing Loan Agreement, the definitions of
"Applicable  Commitment Fee Rate", "Term Loan",  "Term Loans",  "Term Note", and
"Term Notes" are hereby deleted in their entirety.

          (C) The text of Section 2.02 of the Existing Loan  Agreement is hereby
deleted in its  entirety  and replaced  with the phrase  [Intentionally  Deleted
Pursuant to the Second Loan Amendment].

          (D) In Section 2.03 of the Existing Loan Agreement,  subsections  (a),
(b),  and (c) are  hereby  deleted  in their  entirety,  and the  following  new
subsections are hereby inserted in their respective places:

          (a) The  obligation  of the  Borrowers to repay the  Revolving  Credit
     Loans,  together  with  interest  thereon,  shall be  evidenced by a Fourth
     Amended and Restated  Revolving  Promissory Note issued by the Borrowers to
     each Bank in the form of  Exhibit A to the  Second  Loan  Amendment  in the
     amount of such Bank's  Committed  Share of the  Commitment  and dated as of
     April 30, 1998.

          (b)  [Intentionally Deleted Pursuant to the Second Loan Amendment]

          (c) The  Revolving  Credit  Notes have been  issued to amend,  extend,
     restate and  completely  replace the Third  Restated  Revolving  Notes,  to
     evidence all amounts  outstanding under the Third Restated Revolving Notes,
     all  amounts  outstanding  under the  former  Term  Loans as  converted  to
     Revolving  Credit  Loans  pursuant  to  Section  1(E)  of the  Second  Loan
     Amendment,  and to evidence  any  further  advances  or  readvances  of the
     Revolving Credit Loans. Although issued in substitution for and restatement
     and replacement of the Third Restated Revolving Notes, the Revolving Credit
     Notes  shall not be deemed to have been  issued in  payment,  satisfaction,
     cancellation or novation of the Third Restated  Revolving  Notes. The Banks
     shall be entitled to retain the Third Restated Revolving Notes until all of
     the  Obligations  have been fully paid and satisfied,  after which time the
     Third  Restated  Revolving  Notes shall be returned to the  Borrower at the
     same time as the Revolving  Credit Notes,  unless some other time or manner
     of delivery  shall be provided by any other written  agreement  between the
     Borrower and the Banks.  Promptly  following the Effective  Date, each Bank
     shall legend the Third Restated Revolving Note issued to it as follows:

          "This Note is one of the Third Restated  Revolving Notes that has been
          superseded  by the Fourth  Amended and Restated  Revolving  Promissory
          Notes of the  Borrowers  dated as of March 31,  1998,  which  amended,
          restated  and  completely  replaced  this  Note  and the  other  Third
          Restated  Revolving  Notes and  evidences  the  indebtedness  formerly
          evidenced by this Note and the other Third Restated  Revolving  Notes,
          but which  shall not be deemed or  construed  to be issued in payment,
          satisfaction, cancellation or novation of this Note or any other Third
          Restated  Revolving Notes.  Reference should be made to such new Notes
          for all  purposes,  as the terms and  provisions  of this Note have no
          further independent force or effect."
<PAGE>
          (E) The $4,720,000.00 in Term Loans outstanding on April 30, 1998, are
hereby  converted  into  Revolving  Credit Loans  ($2,832,000.00  from Fleet and
$1,888,000.00  from Chase),  to be evidenced by the  Revolving  Credit Notes and
governed  as  Revolving  Credit  Loans  by the Loan  Agreement  and  other  Loan
Instruments.  There will be no further Term Loans under the Loan  Agreement.  In
addition,  the Banks have agreed to eliminate certain  mandatory  prepayments of
the Revolving  Credit  Loans,  effective as of April 30, 1998.  Accordingly,  in
Section 2.05 of the Existing Loan  Agreement,  subsections  (d), (e) and (f) are
hereby  deleted in their  entirety and replaced  with the phrase  [Intentionally
Deleted Pursuant to the Second Loan Amendment].

          (F) In Section 2.05 of the Existing Loan Agreement,  subsection (c) is
hereby  deleted in its  entirety,  and the  following  new  subsection is hereby
inserted in its place:

          (c) The Borrowers shall repay the principal  balances then outstanding
     under the Revolving Credit Loans in full on the Maturity Date.

          (G) In Section 2.06 of the Existing Loan Agreement,  subsection (a) is
hereby  deleted in its  entirety,  and the  following  new  subsection is hereby
inserted in its place:

          (a) The  Borrowers  shall pay to the Banks  sharing  in the  Revolving
     Credit Loans on the last  Business Day of each March,  June,  September and
     December of each year during the Revolving  Credit Period,  and on the last
     day of the  Revolving  Credit  Period,  in arrears,  a fee (computed on the
     basis  of the  actual  number  of  days  elapsed  and a year  of 360  days)
     respecting the availability of the Commitment (the "Commitment  Fee") equal
     to (i) the Applicable Commitment Fee Rate per annum prior to April 1, 1998,
     and (ii) one quarter of one percent  (0.25%) per annum  thereafter,  of the
     average daily  unadvanced  portion of the  Commitment  during the then most
     recently concluded calendar quarter or portion thereof (with the Letters of
     Credit Amount being considered an advance under the Commitment);  provided,
     however,  that in making any such  calculation the first  $4,720,000.00  in
     Revolving  Credit  Loans  shall be treated  as  "unadvanced"  (even  though
     actually outstanding) until such time as those Loans (which were the former
     "Term  Loans") have been repaid in full with the proceeds of the  Plainview
     Mortgage Loans.

          (H)  Effective as of March 19,  1998,  in Section 2.07 of the Existing
Loan Agreement, subsections (a) and (e) are hereby deleted in their entirety and
the following new subsections are hereby inserted in their respective places:

          (a) Upon the  terms  and  provisions  and  subject  to the  conditions
     contained in this Agreement, in lieu of a cash advance under the Commitment
     the  Administrator  (the  "Fronting  Bank") in its  discretion may issue or
     cause the  issuance of Letters of Credit from time to time upon the request
     of the  Borrowers  up to a cumulative  maximum face amount  (whether or not
     advanced)  not to  exceed  $3,000,000.00  in order to  secure  the debts or
     obligations of the Borrowers;  provided that the Fronting Bank's  agreement
     to consider the issuance of Letters of Credit shall  terminate on the first
     to occur of the Maturity Date and the  expiration  of the Revolving  Credit
     Period;  and provided further that the Fronting Bank shall not consider the
     issuance  of any  Letter  of  Credit  if (to the  actual  knowledge  of the
     Fronting  Bank) the face  amount of the Letter of Credit to be issued  plus
     the  sum  of the  Letters  of  Credit  Amount  and  the  principal  balance
     outstanding  under the  Revolving  Credit Loans  together  would exceed the
     lesser of the Commitment or the Borrowing Base.

          (e) The Borrowers shall pay to the  Administrator  (for the benefit of
     all of the  Banks) on each of the  anniversaries  of the  issuance  of each
     outstanding  Letter of Credit, in advance,  a fee respecting each Letter of
     Credit (the "Letter of Credit Fee") for the year  commencing with that date
     (computed on the basis of the actual number of days in such year and a year
     of 360 days)  equal to (i) two  percent  (2%) per annum  prior to March 19,
     1998, and (ii) one and one-half  percent (1.50%) per annum  thereafter,  of
     the unadvanced face amount thereof, with such amount being determined as of
     the Business Day immediately preceding the quarterly payment date; provided
     that the Borrowers shall pay that fee on the Issuance Date, in advance, for
     the  forthcoming  year;  and provided  further that the minimum fee for any
     Letter of Credit  shall be the greater of (i) one-half  percent  (0.50%) of
     the face amount or (ii)  $1,000.00,  irrespective  of any smaller amount or
<PAGE>
     shorter  expiry.  The Borrowers also shall pay to the Fronting Bank any and
     all  customary  fees  (other  than the Letter of Credit  Fee),  commissions
     and/or charges of the Fronting Bank for any increase,  extension,  renewal,
     amendment or transfer of the Letter of Credit. The Borrowers also shall pay
     to the Fronting  Bank any fees or other  charges of any other issuer or any
     participant,  correspondent,  confirming bank, custodian or designee of the
     Fronting Bank or other issuer involved with the Letter of Credit.

          (I) In Section 3.05 of the Existing Loan Agreement,  the following new
sentence is hereby  inserted at the conclusion  thereof  without the deletion or
modification of any other material.

     All of the computer and other hardware and software of owned or used by the
     Borrowers,  and to the knowledge of the  Borrowers  (after due inquire) all
     persons  furnishing any material  accounting,  portfolio,  payroll or other
     services  to or on  behalf of any  Borrower  utilizing  computer  and other
     hardware and software in the provision of such services,  (1) are Year 2000
     Compatible  or (2) will be Year 2000  Compatible  by no later than June 30,
     1999,  through  expenditures  that  would  not  reasonably  be likely to be
     material in the aggregate or result in any Event of Default.

          (J) In Section 5.02 of the Existing Loan Agreement,  subsection (f) is
hereby  deleted in its  entirety,  and the  following  new  subsection is hereby
inserted in its place:

     (f)  as soon as available, and in any event within 25 days after the end of
          each  calendar  quarter if the Loans do not exceed  $5,000,000.00,  or
          within 25 days after the end of each calendar month
          if the Loans equal or exceed $5,000,000.00, (i) an operating statement
          for the month and year-to-date  just ended,  compared to budget (which
          may be  delivered  within 45 days after the end of any fiscal  quarter
          instead of within 25 days),  (ii) a receivables  aging with respect to
          the month (as  applicable)  just  ended,  and (iii) a  Borrowing  Base
          Certificate  substantially  in the form of Exhibit D-II hereto setting
          forth the  Borrowing  Base as at the end of such month,  provided that
          the  Borrowing  Base  Certificate  may be requested as  frequently  as
          weekly or monthly,  with each of the foregoing  being certified by the
          President and the chief financial  officer of Aeroflex (who shall have
          read this Agreement and made an examination  sufficient in the opinion
          of the signers to make informed statements therein);

          (K) In Section 5.02 of the Existing Loan Agreement,  subsection (i) is
hereby  deleted in its  entirety,  and the  following  new  subsection is hereby
inserted in its place:

     (i)  as soon as  available,  and in any  event  within  90 days  after  the
          commencement of each fiscal year of the Borrowers,  a consolidated and
          consolidating  annual budget and projections for the Borrowers for the
          forthcoming fiscal year (projected quarterly),  including consolidated
          and  consolidating  cash flows of the Borrowers  projected  quarterly,
          certified by the chief financial officer of Aeroflex;

          (L) In Section 6.01 of the Existing Loan Agreement,  subsections  (b),
(e) and (g) are hereby deleted in their entirety, and the following new sections
are hereby inserted in their respective places:

          (b) The Borrowers shall not cause, suffer or permit their Consolidated
     Effective Leverage Ratio to exceed: (i) 2.00:1 at the Effective Date, or at
     any time  thereafter  through  June 29,  1999,  and (ii) 1.75:1 at June 30,
     1999, or at any time thereafter.

          (e) The Borrowers shall not permit their  Consolidated  Quick Ratio to
     be less than 1.00:1 at any time.

          (g) The  Borrowers  shall not directly or  indirectly  make,  incur or
     permit their consolidated capital expenditures to exceed: (i) $7,500,000.00
     for their fiscal year ending June 30, 1997; (ii)  $9,500,000.00  (exclusive
     of up to  $4,500,000.00  in  capital  expenditures  related  to the  Lucent
     Transactions)  for  their  fiscal  year  ending  June 30,  1998;  and (iii)
     $7,500,000.00  for any  fiscal  year  thereafter;  all as  determined  on a
     consolidated  basis in accordance with GAAP;  provided,  however,  that the
     Borrowers  may  incur  up to  $6,000,000.00  in  total  additional  capital
     expenditures  for the  Pearl  River  Project  so long  as the  Pearl  River
<PAGE>
     Financing  L/C  Commitment is in effect by June 30, 1998,  which  permitted
     total additional  capital  expenditures may be incurred in (and apportioned
     among) their fiscal years ending June 30, 1998, and 1999.

          (M) In section 6.02 of the Existing Loan Agreement,  subsection (a) is
hereby  deleted in its  entirety,  and the  following  new  subsection is hereby
inserted in its respective place:

          (a) No Borrower shall directly or indirectly  create,  incur,  assume,
     permit to exist,  increase,  renew or extend any  indebtedness on its part,
     including commitments, lines of credit and other credit availabilities,  or
     apply  for or offer or agree to do any of the  foregoing,  except  that the
     Borrowers  may  incur or  permit to  exist:  (i)  indebtedness  owed to the
     Administrator  or  the  Banks  under  any  of the  Loan  Instruments;  (ii)
     indebtedness  incurred as permitted as Other Debt under  subsection  (b) of
     this Section,  provided that the Borrowers may continue such  indebtedness,
     but without any increase,  once  incurred as so  permitted;  (iii) loans or
     advances  from one  Borrower  to another  Borrower;  (iv) the  indebtedness
     outstanding  under the  Debentures,  the Plainview  Bond  Documents and the
     Equipment Finance  Documents,  including any renewal or extension  thereof,
     but excluding any increase therein; (v) any indebtedness incurred under any
     new Subordinated Debt Documents  approved by the Majority Banks as provided
     in Section  6.13  hereof so long as no Event of  Default  or  Default  then
     exists or would result therefrom,  with the various financial  measurements
     and  covenants  set  forth  in  Section  6.01  of  this   Agreement   being
     recalculated  on a pro forma basis (from the then most recent  quarterly or
     subsequent pro forma  calculations)  to include the effects of the proposed
     subordinated  indebtedness,  provided  that the Borrowers may continue such
     indebtedness, but without any increase, once incurred as so permitted; (vi)
     any  indebtedness  incurred under any new Pearl River  Financing  Documents
     approved by the  Majority  Banks as provided in Section 6.16 hereof so long
     as no Event of Default or Default  then exists or would  result  therefrom,
     with the various financial  measurements and covenants set forth in Section
     6.01 of this Agreement  being  recalculated  on a pro forma basis (from the
     then most recent quarterly or subsequent pro forma calculations) to include
     the  effects of the  proposed  Pearl  River  Financing;  provided  that the
     Borrowers may continue such  indebtedness,  but without any increase,  once
     incurred as so permitted; (vii) the Plainview Mortgage Loan; and (viii) the
     existing  indebtedness  listed in Schedule  3.09(a)  hereto,  including any
     renewal or extension  thereof,  but excluding  any increase  therein or the
     continuation  of any  indebtedness  being  retired with the proceeds of the
     Loans.

          (N) In section 6.03 of the Existing Loan Agreement,  subsection (a) is
hereby  deleted in its  entirety,  and the  following  new  subsection is hereby
inserted in its respective place:

          Section 6.03.  Guaranties.  No Borrower  shall  directly or indirectly
     make, create, incur, assume, permit to exist, increase, renew or extend any
     guaranty on its part of any  indebtedness or other  obligation of any other
     person,  or offer  or  agree to do so,  except  for:  (a) any  guaranty  of
     indebtedness or other  obligations  owed to the  Administrator or the Banks
     under any of the Loan Instruments;  (b) those guaranties listed in Schedule
     3.09(b)  hereto,  excluding,  however,  any increase  therein or renewal or
     extension   thereof;   (c)  the  guaranties  under  the  Equipment  Finance
     Documents,  including any renewal or extension  thereof,  but excluding any
     increase in the guarantied obligations; (d) any guaranty by any Borrower of
     the Pearl River  Financing  permitted  under  Section 6.16 hereof;  (e) the
     endorsement  of  negotiable  instruments  for  collection or deposit in the
     ordinary  course of each  Borrower's  business;  or (f) any guaranty of the
     indebtedness or other  obligations of any Borrower if the guarantor thereof
     would  have been  permitted  to have  incurred  the  indebtedness  or other
     obligation  directly  and  transferred  the  proceeds  or other  assets and
     properties  to such  Borrower  under  this  Agreement  and the  other  Loan
     Instruments.

          (O) In Article VI of the Existing  Loan  Agreement,  the following new
Section is hereby  inserted at the  conclusion  thereof  without the deletion or
modification of any material:

          Section 6.16.  Modification  of the Pearl River  Financing  Documents,
     Etc. No Borrower  shall  directly or indirectly  enter into any original or
     new Pearl  River  Financing  Document,  or agree  to,  or cause,  suffer or
     permit,  any  supplement  to or any waiver (of its  rights),  modification,
     amendment  or  restatement  of any term or  provision  of any  Pearl  River
     Financing  Document from those approved by the Banks,  or offer or agree to
     do any of the foregoing,  without the prior written consent of the Majority
     Banks;  provided that the Majority  Banks shall not  unreasonably  withhold
     their consent  respecting any new Pearl River  Financing  Documents for new
<PAGE>
     indebtedness. The inclusion of supplements, modifications, restatements and
     the like in the various  definitions of the Pearl River Financing Documents
     is not intended, and shall not be deemed or construed, to be permission for
     or acceptance of any of the foregoing by the Majority  Banks.  In any event
     (without limiting the discretion of any Bank), (i) no Borrower shall cause,
     suffer or permit any of the  obligations  of any  Borrower  under any Pearl
     River  Financing  Document  (A)  to  prohibit  or  restrict  access  by the
     Administrator to any Collateral  located at the Pearl River Project,  which
     access shall be confirmed by the lender(s) thereunder, (B) to be secured by
     or place any  restrictions on the removal of any  Collateral,  or (C) to be
     supported  by any  guaranty  from  Aeroflex or any other  Borrower  that is
     secured or less than fully  subordinated  (in the  judgment of the Majority
     Banks) to the prior payment and satisfaction of the  Obligations,  (ii) the
     Pearl River Financing Documents shall provide for (A) notice of any default
     thereunder  to the Banks,  (B) an  opportunity  during  the  30-day  period
     following  receipt of such notice to voluntarily  cure such default (in the
     discretion of the Banks), and (C) the other rights and remedies customarily
     afforded a senior lender, (iii) the Pearl River Financing shall provide for
     bond financing of at least 10 years at commercially  prevailing  industrial
     development  bond rates,  with funding  subject only to the  execution  and
     delivery  of  a  "first   mortgage"   (subject   to  the  normal   non-debt
     encumbrances),  the issuance and delivery of the Pearl River  Financing L/C
     and the other usual mortgage loan conditions precedent,  and (iv) the Pearl
     River Financing L/C Commitment shall provide for a standby letter of credit
     of not less than  $5,000,000.00  in  aggregate  face  amount  that will not
     expire for at least two years after issuance, with issuance subject only to
     the execution and delivery of the usual  application(s)  and  reimbursement
     agreement(s)   and  the  "second   mortgage"   (if  any)   securing   MIC's
     reimbursement obligations and the other usual closing conditions.

     (N) In section  8.01 of the  Existing  Loan  Agreement,  subsection  (f) is
hereby  deleted in its  entirety,  and the  following  new  subsection is hereby
inserted in its place:

          (f) any "Event of  Default"  shall occur under (and as defined in) the
     Plainview  Mortgage  Agreement,   Plainview  Mortgage  Notes  or  Plainview
     Mortgage,  whether in whole or in part, or any principal payment thereunder
     (in whole or in part)  shall be  accelerated  or  otherwise  become  due or
     payable  prior to the scheduled  payment  date;  any "Event of Default" (or
     similarly  defined  term)  shall  occur under (and as defined in) any Pearl
     River  Financing  Document,  whether in whole or in part,  or any principal
     payment  thereunder (in whole or in part) shall be accelerated or otherwise
     become due or payable prior to the scheduled payment date; or any "Event of
     Default",  whether in whole or in part,  shall  occur under (and as defined
     in) the Indenture or any other Subordinated Debt Document, or any principal
     payment (in whole or in part) under any Subordinated Debt Document shall be
     accelerated  or otherwise  become due or  prepayable  (whether  directly or
     through any trust deposit) prior to the scheduled  payment date (including,
     without  limitation,  the imposition or inception of any obligation to make
     any payment of "Accelerated  Redemption  Obligations" under (and as defined
     in) Section 3.07 of the Indenture or make any deposit under Section 4.10 of
     the Indenture);

          Section 2.  Acknowledgment of Outstanding  Loans. The Borrowers hereby
jointly and severally  acknowledge,  certify and agree that: (a) pursuant to the
Existing  Loan  Agreement,  the  Banks  have made  loans on a term  basis to the
Borrowers,  none of which are outstanding as of the date of this Amendment after
the conversion  made in Section 1(E),  and the Banks have made Revolving  Credit
Loans to the Borrowers that are  outstanding as of the date of this Amendment in
the aggregate principal amount of $4,720,000.00 (after such conversion); and (b)
the  obligations  of the  Borrowers to repay those loans (with  interest) to the
Bank and to perform or otherwise satisfy its other  Obligations,  as well as the
security   interests  in  the  Collateral   granted  by  the  Borrowers  to  the
Administrator  (for the benefit of all of the Banks),  under the  Existing  Loan
Agreement and other Loan  Instruments (i) each remain and shall continue in full
force and effect,  both before and after giving effect to this  Amendment,  (ii)
are not subject as of the date of this  Amendment to any defense,  counterclaim,
setoff,   right  of   recoupment,   abatement,   reduction  or  other  claim  or
determination,  and (iii) are and shall continue to be governed by the terms and
provisions  of the  Existing  Loan  Agreement  and  other  Loan  Instruments  as
supplemented, modified and amended by this Amendment.

          Section 3. Bringdown of  Representations,  Etc. As of the date of this
Amendment,  both prior to and after giving  effect to any  requested  Advance in
connection   herewith   and  the   provisions   of  this   Amendment:   (a)  the
representations  and  warranties  of  each of the  Borrowers  set  forth  in the
Agreement  and other  Loan  Instruments  (as to any  Advance  Date and Letter of
Credit Issuance Date are true and correct in all material respects with the same
effect as though those representations and warranties had been made on and as of
the date hereof,  subject,  however, to any updated  information  respecting any
<PAGE>
event(s) occurring after the Effective Date affecting any of the representations
contained in Sections 3.04, 3.06 and 3.11 hereof and  specifically  disclosed in
any signed notice or bringdown,  indebtedness or guaranty  certificate  required
hereunder and delivered to and accepted by the  Administrator  (with the consent
of the  Requisite  Banks,  as and if  required)  on or prior to the date hereof,
although it is  acknowledged  and agreed that  neither  such  delivery  nor such
acceptance  shall  constitute a waiver of or consent to any event so  disclosed;
(b) no Event of Default or Default has  occurred and is  continuing,  excluding,
however,  those events subject to an express  written waiver or consent from the
Administrator (with the consent of the Requisite Banks, as and if required),  if
any; (c) the information  set forth in the Secretary's or Officer's  Certificate
most recently  delivered to the  Administrator  or the Banks  respecting  (among
other  things)  the  authorizing   resolutions,   organizational  and  governing
documents  and the  incumbency  of the officers of each of the Borrowers is true
and  complete  in all  material  respects  as if  those  certificates  had  been
delivered  on and as of the date  hereof;  (d)  there are no  actions,  suits or
proceedings pending or, to the best knowledge of the undersigned,  threatened or
contemplated by any person for the liquidation or dissolution of any Borrower or
otherwise threatening their respective existences or challenging or calling into
question  the power or  authority of any Borrower to execute or deliver any Loan
Instrument  to  which  it is or  will  be a  party  or to  perform  any  of  its
obligations  thereunder;  and (e) the  Obligations  of the  Borrowers  under the
Agreement, Note and other Loan Instruments (i) are not subject as of the date of
this  Certificate  to any defense,  counterclaim,  setoff,  right of recoupment,
abatement,  reduction or other claim or determination against the Administrator,
any Bank or any other person and (ii) remain and are currently in full force and
effect,  enforceable  against them in accordance with their respective terms and
provisions.

          Section 4.  Amendment  Fee and  Additional  Documents.  As a condition
precedent to the effectiveness of this Amendment,  the Borrowers:  (a) shall pay
an amendment  fee of  $12,000.00  to Fleet and  $8,000.00 to Chase in respect of
this  Amendment;  (b) shall cause the execution and delivery of this  Amendment;
and (c) shall deliver such other  instruments  and other documents (i) as may be
required by this  Amendment or listed in the final  version of the  Checklist of
Closing Documents delivered to the Borrower on or before the date this Amendment
becomes  effective,  and (ii) as the  Administrator  or the Banks may request to
effect this  Amendment.  Each  instrument and document shall be in such form and
substance as may be acceptable to the Majority Banks in their discretion.

          Section 5.  Counterparts.  This Amendment may be signed in two or more
counterpart copies of the entire document or of signature pages to the document,
each of which may be executed by one or more of the parties  hereto,  but all of
which, when taken together, shall constitute a single agreement binding upon all
of the parties hereto.

          Section 6. Governing Law, Etc. This Amendment is a Loan Instrument and
shall be governed by and construed in accordance  with the applicable  terms and
provisions of Articles  VIII, IX and X of the Existing Loan Agreement as amended
hereby, which terms and provisions are incorporated herein by reference.

                                  [END OF PAGE]
<PAGE>
          Section 7.  Agreement  to  Continue  as  Amended.  The  Existing  Loan
Agreement and the other Loan Instruments, as supplemented,  modified and amended
by this Amendment,  shall remain and continue in full force and effect after the
date hereof.

          In Witness  Whereof,  the parties  hereto have  executed and delivered
this Amendment as of the date first written above.

                                    Aeroflex Incorporated (f/k/a ARX, Inc.)

                                    By: /s/ Charles T. Badlato
                                        Charles T. Badlato, Assistant Secretary


                                    Aeroflex Laboratories Incorporated

                                    By: /s/ Charles T. Badlato
                                        Charles T. Badlato, Assistant Secretary


                                    Aeroflex International Inc.

                                    By: /s/ Charles T. Badlato
                                        Charles T. Badlato, Assistant Secretary


                                    Aeroflex Lintek Corp.

                                    By: /s/ Charles T. Badlato
                                        Charles T. Badlato, Assistant Secretary


                                    Aeroflex Systems Corp.

                                    By: /s/ Charles T. Badlato
                                        Charles T. Badlato, Assistant Secretary


                                    Aeroflex Acquisition Corp.

                                    By: /s/ Charles T. Badlato
                                        Charles T. Badlato, Assistant Secretary


                                    Comstron International, S.A.R.L.

                                    By: /s/ Charles T. Badlato
                                        Charles T. Badlato, Assistant Secretary


                                    MIC Technology Corporation

                                    By: /s/ Charles T. Badlato
                                        Charles T. Badlato, Assistant Secretary


                             [SIGNATURES CONTINUED]

<PAGE>
                                    MIC Technology S.A.R.L.

                                    By: /s/ Charles T. Badlato
                                        Charles T. Badlato, Assistant Secretary


                                    Vibration Mountings and Controls, Inc.

                                    By: /s/ Charles T. Badlato
                                        Charles T. Badlato, Assistant Secretary


                                    The Chase Manhattan Bank

                                    By: /s/ Barbara G. Bertschi
                                        Barbara G. Bertschi, Vice President


                                    Fleet Bank, N.A.

                                    By: /s/ Christopher Mendelsohn
                                        Christopher Mendelsohn, Vice President


                                    Fleet Bank, N.A.,
                                       as Administrator

                                    By: /s/ Christopher Mendelsohn
                                        Christopher Mendelsohn, Vice President


<PAGE>
STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this 17th day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon behalf of which the individual acted (i.e., Aeroflex Incorporated) executed
the instrument.                           
                              /s/ Catherine M. Menza
                              Notary Public, State of New York
               


STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this 17th day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon  behalf  of  which  the  individual  acted  (i.e.,   Aeroflex  Laboratories
Incorporated) executed the instrument.

                              /s/ Catherine M. Menza
                              Notary Public, State of New York
               

STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this 17th day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon behalf of which the individual acted (i.e.,  Aeroflex  International  Inc.)
executed the instrument.
                                   /s/ Catherine M. Menza
                                   Notary Public, State of New York
               

STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this 17th day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon behalf of which the individual acted (i.e., Aeroflex Lintek Corp.) executed
the instrument.
                                   /s/ Catherine M. Menza
                                   Notary Public, State of New York
               

<PAGE>
STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this 17th day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon  behalf  of which the  individual  acted  (i.e.,  Aeroflex  Systems  Corp.)
executed the instrument.
                              /s/ Catherine M. Menza
                              Notary Public, State of New York
               

STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this 17th day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon behalf of which the individual  acted (i.e.,  Aeroflex  Acquisition  Corp.)
executed the instrument.
                              /s/ Catherine M. Menza
                              Notary Public, State of New York
               

STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this 17th day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon  behalf  of which  the  individual  acted  (i.e.,  Comstron  International,
S.A.R.L.) executed the instrument.

                              /s/ Catherine M. Menza
                              Notary Public, State of New York
               
               
STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this 17th day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon behalf of which the individual  acted (i.e.,  MIC  Technology  Corporation)
executed the instrument.
                              /s/ Catherine M. Menza
                              Notary Public, State of New York
               

<PAGE>

STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this 17th day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon  behalf of which the  individual  acted  (i.e.,  MIC  Technology  S.A.R.L.)
executed the instrument.

                              /s/ Catherine M. Menza
                              Notary Public, State of New York
               


STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this 17th day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon  behalf  of which the  individual  acted  (i.e.,  Vibration  Mountings  and
Controls, Inc.) executed the instrument.

                              /s/ Catherine M. Menza
                              Notary Public, State of New York
               
<PAGE>


STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this 15th day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally appeared Barbara G. Bertschi,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that he/she  executed  the same in his/her  capacity as Vice
President,  and that by his/her  signature  on the  instrument,  the person upon
behalf of which the individual  acted (i.e.,  The Chase Manhattan Bank) executed
the instrument.
                              /s/ John K. Budzyker
                              Notary Public, State of New York
               


STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this 16th day of July in the year 1998 before me, the undersigned,
a  Notary  Public  in  and  for  said  State,  personally  appeared  Christopher
Mendelsohn,  personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within  instrument
and acknowledged to me that he/she executed the same in his/her capacity as Vice
President,  and that by his/her  signature  on the  instrument,  the person upon
behalf of which the individual acted (i.e., Fleet Bank, N.A.)
executed the instrument.

                                   /s/ Charlotte E. Moore
                                   Notary Public, State of New York

STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this 16th day of July in the year 1998 before me, the undersigned,
a  Notary  Public  in  and  for  said  State,  personally  appeared  Christopher
Mendelsohn,  personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within  instrument
and acknowledged to me that he/she executed the same in his/her capacity as Vice
President,  and that by his/her  signature  on the  instrument,  the person upon
behalf of which the individual acted (i.e.,  Fleet Bank, N.A., as Administrator)
executed the instrument.

                                   /s/ Charlotte E. Moore
                                   Notary Public, State of New York


<PAGE>


                                   EXHIBIT A
                                       TO
                                SECOND AMENDMENT
                                       TO
             THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

              FOURTH AMENDED AND RESTATED REVOLVING PROMISSORY NOTE

$___________                                                   Jericho, New York
                                                      Dated as of April 30, 1998

     FOR VALUE  RECEIVED,  Aeroflex  Incorporated  (f/k/a ARX,  Inc.),  Aeroflex
Laboratories  Incorporated,  Aeroflex International Inc., Aeroflex Lintek Corp.,
Aeroflex Systems Corp.,  Aeroflex  Acquisition  Corp.,  Comstron  International,
S.A.R.L.,  MIC Technology  Corporation,  MIC Technology  S.A.R.L.  and Vibration
Mountings and Controls, Inc. (individually,  a "Borrower", and collectively, the
"Borrowers"),  jointly  and  severally  promise  to pay to the order of [NAME OF
BANK], at [BANK ADDRESS], or at such other place as may be designated in writing
by the holder of this Note,  the principal sum of DOLLARS  ($__________),  or so
much thereof as may be advanced and outstanding,  with interest  thereon,  to be
computed on each advance from the date of its  disbursement,  all as provided in
that certain Third Amended and Restated Loan and Security  Agreement dated as of
March 15, 1996,  among the  Borrowers,  Fleet Bank N.A., as  Administrator  (the
"Administrator"), the holder of this Note and the other Banks identified therein
(as the same may be  supplemented,  modified,  amended or restated  from time to
time in the manner provided therein,  the "Loan  Agreement").  Capitalized terms
used and not otherwise defined in this Note shall have the meanings respectively
assigned to them in the Loan Agreement.

     This  Note  is one of the  Revolving  Credit  Notes  and  one of the  Notes
referred  to in the Loan  Agreement.  Principal  and  interest  shall be due and
payable as provided in the Loan  Agreement,  and all of the terms and provisions
of the Loan Agreement,  including (without limitation)  provision for prepayment
and acceleration of maturity,  are  incorporated  herein by reference and made a
part hereof. This Note is secured by certain collateral pledged by the Borrowers
to the Administrator pursuant to the Loan Agreement.

     This Note is one of the  Revolving  Credit Notes issued by the Borrowers in
order to amend,  extend and  completely  replace  the Third  Restated  Revolving
Credit Notes to evidence the indebtedness  outstanding  under the Third Restated
Revolving  Credit Notes and to be a  substitute  and  replacement  for the Third
Restated Revolving Credit Notes, but the Revolving Credit Notes are not intended
and shall not be deemed or construed to be a payment, satisfaction, cancellation
or violation of such indebtedness.

     Presentment for payment, notice of dishonor,  protest and notice of protest
are hereby waived by each Borrower. This Note is made and delivered in the State
of New York,  where all  advances  and  repayments  shall be made,  and shall be
construed in accordance  with and governed by the applicable  laws pertaining in
such State. This Note may not be changed or terminated  orally, and in any event
may not be changed without the written consent of the holder hereof.

                                    Aeroflex Incorporated (f/k/a ARX, Inc.)

                                    By:_________________________________________
                                    Charles T. Badlato, Assistant Secretary


                                    Aeroflex Laboratories Incorporated

                                    By:_________________________________________
                                    Charles T. Badlato, Assistant Secretary

                             [SIGNATURES CONTINUED]

<PAGE>
                                    Aeroflex International Inc.

                                    By:_________________________________________
                                       Charles T. Badlato, Assistant Secretary


                                    Aeroflex Lintek Corp.

                                    By:_________________________________________
                                       Charles T. Badlato, Assistant Secretary


                                     Aeroflex Systems Corp.

                                    By:_________________________________________
                                       Charles T. Badlato, Assistant Secretary


                                    Aeroflex Acquisition Corp.

                                    By:_________________________________________
                                       Charles T. Badlato, Assistant Secretary


                                    Comstron International, S.A.R.L.

                                    By:_________________________________________
                                       Charles T. Badlato, Assistant Secretary


                                    MIC Technology Corporation

                                    By:_________________________________________
                                       Charles T. Badlato, Assistant Secretary


                                    MIC Technology S.A.R.L.

                                    By:_________________________________________
                                       Charles T. Badlato, Assistant Secretary


                                    Vibration Mountings and Controls, Inc.

                                    By:_________________________________________
                                       Charles T. Badlato, Assistant Secretary


<PAGE>



STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this _____ day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon behalf of which the individual acted (i.e., Aeroflex Incorporated) executed
the instrument.


                                   _____________________________________________


STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this _____ day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon  behalf  of  which  the  individual  acted  (i.e.,   Aeroflex  Laboratories
Incorporated) executed the instrument.


                                   _____________________________________________


STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this _____ day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon behalf of which the individual acted (i.e.,  Aeroflex  International  Inc.)
executed the instrument.


                                   _____________________________________________


STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this _____ day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon behalf of which the individual acted (i.e., Aeroflex Lintek Corp.) executed
the instrument.

                                   _____________________________________________

<PAGE>

STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this _____ day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon  behalf  of which the  individual  acted  (i.e.,  Aeroflex  Systems  Corp.)
executed the instrument.


                                   _____________________________________________

STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this _____ day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon behalf of which the individual  acted (i.e.,  Aeroflex  Acquisition  Corp.)
executed the instrument.


                                   _____________________________________________


STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this _____ day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon  behalf  of which  the  individual  acted  (i.e.,  Comstron  International,
S.A.R.L.) executed the instrument.


                                   _____________________________________________


STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this _____ day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon behalf of which the individual  acted (i.e.,  MIC  Technology  Corporation)
executed the instrument.


                                   _____________________________________________
<PAGE>



STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          On this _____ day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon  behalf of which the  individual  acted  (i.e.,  MIC  Technology  S.A.R.L.)
executed the instrument.


                                   _____________________________________________


STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )
          On this _____ day of July in the year 1998 before me, the undersigned,
a Notary Public in and for said State,  personally  appeared Charles T. Badlato,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that  he/she  executed  the  same  in  his/her  capacity  as
Assistant Secretary, and that by his/her signature on the instrument, the person
upon  behalf  of which the  individual  acted  (i.e.,  Vibration  Mountings  and
Controls, Inc.) executed the instrument.



                                   _____________________________________________