EXHIBIT
10.27

      


      AMENDMENT
NO. 3 TO EMPLOYMENT AGREEMENT

      


      AMENDMENT
NO. 3 TO EMPLOYMENT AGREEMENT (“Amendment No. 3”) made effectively as of the
24th
day of December, 2008 by and between Aeroflex Incorporated, a Delaware
corporation (together with its successors and assigns, the ACompany@),
and Carl Caruso (hereinafter the AEmployee@).

      


      WITNESSETH:

      


      WHEREAS,
the Company and Employee entered into an Employment Agreement dated November 6,
2003 (hereinafter the AEmployment
Agreement@);

      


      WHEREAS,
the Employment Agreement was amended by Amendment No. 1 to the Employment
Agreement, dated March 11, 2005, which added a new Section 27 to the Employment
Agreement that provided, inter
alia, the Employee, upon the termination of the Employment Term, would
become a consultant to the Company for the compensation and on the terms set
forth (the “Consulting Arrangement”);

      


      WHEREAS,
the Employment Agreement was further amended by Amendment No.2 to the Employment
Agreement, dated effectively December 17, 2007, which, inter alia, insofar as is
pertinent, modified Section 27 of the Employment Agreement to provide that in
lieu of the Consulting Arrangement therein provided, effective upon the
termination of the Employment Term for any reason and under any circumstance,
including termination by the Company for Cause, the Employee (or in the case of
his death, his Beneficiary) would be entitled to receive the sum of $552,190.00,
increased by interest at the rate of 5% per annum thereon from January 1, 2008
up to the Termination Date, payable in accordance with the Company’s regular
payroll practices over a three (3) year period commencing on the first day of
the first full month after the Termination Date, together with interest at the
rate of 5% per annum on the unpaid balance thereof, to be calculated and paid on
a quarterly basis;

      


      WHEREAS
the Company and the Employee desire to further modify the Employment Agreement,
as amended, as hereinafter set forth; and

      


      WHEREAS, unless otherwise defined
herein, terms used herein have the meaning given to them in the Employment
Agreement, as amended.

      


      NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

      


      1.           Section
8(b) shall be amended and restated to read as follows:

      


      Termination
Due to Death.  In the event the Employee’s employment is terminated
due to his death, his Beneficiary shall be entitled to the sum of (i) 50% of the
Employee’s annual Base Salary, at the rate in effect on the date of his death,
for the greater of (A) the balance of the Term of Employment at the time of such
termination or (B) one year; and (ii) any Bonus previously awarded but not yet
paid to him, payable in accordance with the Company’s regular payroll
practices.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                2.

              	
                Section
      8(c) shall be amended and restated to read as
  follows:

              


      

      


      
        	
                 
      

              	
                Termination
      Due to Disability.  In the event of Disability, the Company
      shall be entitled to terminate the Employee’s employment.  If
      the Employee’s employment is terminated due to Disability, he shall be
      entitled to the sum of (i) 50% of the Employee’s annual Base Salary, at
      the rate in effect on the date of his termination, for the greater of (A)
      the balance of the Term of Employment at the time of such termination or
      (B) one year; and (ii) any Bonus previously awarded but not yet paid to
      him, payable in accordance with the Company’s regular payroll
      practices.

              


      

      


      
        	
                 
      

              	
                3.

              	
                Section
      8(e)(iii) shall be amended and restated to read as
  follows:

              


      

      


      
        	
                 
      

              	
                In
      the event of Termination Without Cause, the Employee shall be entitled to
      receive any Bonus awarded but not yet paid to him, and, for the greater of
      (x) the remainder of the Term of Employment at the time of termination or
      (y) one year:

              


      

      


      
        (A)
Base
Salary at the rate in effect on the date of his termination,
and

      

      


      
        (B)
benefits
under any employee benefit plans of the Company in which he participated or, as
to any plans in which his continued participation is precluded, the after-tax
cost to the Employee of equivalent benefits.

      

      


      4.           Section
27 shall be amended and restated to read as follows:

      


      On or
before January 15, 2009, the Employee (or in the case of his death, his
Beneficiary) shall receive the lump sum payment of $552,190.00, increased by
interest at the rate of 5% per annum from January 1, 2008 through the date of
payment.

      


      5.           Except
as specifically provided in this Amendment No. 3, the Employment Agreement in
all other respects is hereby ratified and confirmed without
amendment.

      


      This Amendment may be executed in one
or more counterparts or by facsimile signature, each of which shall be deemed an
original and which together shall constitute one
instrument.



      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the day and year first above
written.

      


      
        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	
                                AEROFLEX
      INCORPORATED

                              
	 
      	 
      	 
      
	 
      	
                                By:

                              	

                                /s/ Charles Badlato

                              	
                                 

                              
	 
      	 
      	
                                Charles
      Badlato, Vice President – Treasurer

                              
	 
      	 
      	
                                and
      Assistant Secretary

                              
	 
      	 
      	 
      
	 
      	 
      	

                                /s/
      Carl Caruso

                              	
                                 

                              
	 
      	 
      	
                                Carl
      Caruso

                              


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          3