Aeroflex Incorporated
                             2000 Stock Option Plan


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

     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 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.
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       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.

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 750,000  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 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.
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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(c)
          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.
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     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 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.  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.
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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.

       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 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.

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               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 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.