EXHIBIT
10.28

     

    AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT

     

    AMENDMENT
NO. 1 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the 31st day of
December, 2008 by and between AEROFLEX INCORPORATED, a Delaware corporation
(hereinafter the “Company”) and LEONARD BOROW (hereinafter “Borow” and together
with the Company, the “Parties”)).

     

    WITNESSETH:

     

    WHEREAS, the Parties entered
into an Employment Agreement dated August 15, 2007 (the “Agreement”) under which
the Parties agreed upon the terms pursuant to which Borow would provide services
to the Company as further described therein, and

    


    WHEREAS, Section 409A has been
added to the Internal Revenue Code of 1986, as amended (the “Code”), and the
Parties have agreed to amend this Agreement to comply with the final regulations
issued under Code Section 409A.

    


    NOW,
THEREFORE, the parties hereto agree as follows, effective as of December 31,
2008:

     

    
      	
            	
              1. 

            	
              Section
      1(g) of the Agreement shall be amended by adding the following sentence to
      the end thereof:

            


    

    


    “Notwithstanding
the foregoing, no such condition shall be considered a ‘Disability,’ unless such
condition also meets the requirements of being ‘Disabled’ under Section
409A(a)(2)(C) of the Code.”

     

    
      	
               
      

            	
              2.

            	
              Section
      4(a) of the Agreement shall be amended by adding the following language to
      the end thereof:

            


    

     

    “Any
annual bonus payable under this Agreement shall be paid on or prior to March 15
of the year following the year such bonus is earned.”

     

    
      	
               
      

            	
              3.

            	
              The
      first phrase of Section 8(g)(ii) of the Agreement is hereby amended and
      restated to read as follows:

            


    

     

    “In the
event of termination by Aeroflex of Borow’s employment without Cause or of
termination by Borow of his employment for Good Reason, subject to Borow’s
execution and nonrevocation of a general release in favor of Aeroflex, its
affiliates and their current and former officers, directors and employees, in
substantially the form attached hereto as Exhibit A within 30 days following the
date of such termination, Borow shall be entitled upon the execution of such
release, in addition to the compensation and benefits specified in Section 8(b),
to the following payments and benefits:”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              4.

            	
              A
      new Section 29 of the Agreement is hereby added, which shall read in its
      entirety as follows:

            


    

     

    “Compliance
with Code Section 409A.  It is intended that any expense reimbursement
made under this Agreement shall be exempt from Code Section
409A.  Notwithstanding the foregoing, if any expense reimbursement
shall be determined to be ‘deferred compensation’ within the meaning of Code
Section 409A, including without limitation any reimbursement under Sections 5,
6(a), and 8(g)(ii)(C), then the reimbursement shall be made to Borow as soon as
practicable after submission of the reimbursement request, but no later than
December 31 of the year following the year during which such expense was
incurred.”

     

    5.            Except
as specifically provided in and modified by this Amendment, the Agreement is in
all other respects hereby ratified and confirmed and references to the Agreement
shall be deemed to refer to the Agreement as modified by this
Amendment.

     

    6.            This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument.

     

    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/
      Leonard Borow

                  
	 
      	 
      	
                    Leonard
      Borow