EMPLOYMENT AGREEMENT
                              --------------------


     EMPLOYMENT  AGREEMENT,  dated  as  of  December  31, 2001, between AMERICAN
TECHNICAL  CERAMICS  CORP., a Delaware corporation having its principal place of
business  at  One  Norden  Lane,  Huntington  Station,  New  York  11746  (the
"Company"),  and  JUDAH  WOLF,  who  resides at 4206 Laurel Oak Way, Ponte Vedra
Beach,  Florida  32082  ("Employee").

                              W I T N E S S E T H :

     WHEREAS, Employee is currently employed as the Senior Vice President - Thin
Film  Products of the Company pursuant to an employment agreement, dated January
1,  1998,  which  expires  December  31,  2001;

     WHEREAS,  the  Company  desires  to  provide  for  Employee's  continued
performance  of  services  for  the  Company  and  any present or future parent,
subsidiary,  or  affiliate  of  the Company, and Employee desires to continue to
perform  such  services,  on  the  terms  and  conditions hereinafter set forth;

     NOW,  THEREFORE,  in  consideration of the other party's agreement to enter
into  this  Agreement,  the  mutual promises contained herein and other good and
valuable  consideration,  the  receipt,  adequacy,  and sufficiency of which are
hereby  acknowledged,  the  Company  and  Employee  hereby  agree  as  follows:

     1.     Term.  The Company agrees to employ Employee, and Employee agrees to
            ----
serve  as  Senior  Vice  President - Thin Film Products of the Company, upon the
terms  and  conditions hereinafter set forth, for a period commencing on January
1,  2002  and  ending on December 31,


<PAGE>
2005,  or  for  such  shorter  period  as  may be provided for herein; provided,
                                                                       --------
however,  that,  on December 31, 2005, and on each December 31st thereafter, the
-------
period  covered  by  this  Agreement  shall  automatically  be  extended  by one
additional  year  unless  at  least  60 days prior to any such December 31st the
Company  shall  deliver  to  Employee  or  Employee shall deliver to the Company
written  notice  that the period covered by this Agreement will not be extended,
in  which  case,  this  Agreement will terminate upon the expiration of the then
existing  term  of  this Agreement, including any previous extension. The period
during  which  Employee  is employed hereunder is hereinafter referred to as the
"Employment  Period."

     2.     Duties.  Employee  agrees  to  use  his  best  efforts,  skills, and
            ------
abilities  to perform faithfully all duties consistent with his position (or any
other  position  of  a  similar nature) assigned to him from time to time by the
Company in accordance with all Company policies and procedures and to devote his
full  business  time,  labor, energies, and attention to the performance of such
duties.  Employee  shall not become involved in any personal investment or other
matters  which  may  detract  from  the  performance  of his duties or otherwise
adversely  affect  the  Company  or any present or future parent, subsidiary, or
affiliate  of  the Company.  In the performance of his duties, Employee shall be
subject  to the direction of the Board of Directors, the Chief Executive Officer
of  the  Company,  and any officer of the Company designated by the Board or the
Chief  Executive  Officer  of  the  Company.

     3.     Place  of  Performance.  In  connection  with  his employment by the
            ----------------------
Company,  Employee  shall  be  based  at  the Company's offices in Jacksonville,
Florida.  Employee shall be available to travel at such times and to such places
as  may be necessary in connection with the performance of his duties hereunder.


                                        2
<PAGE>
     4.     Annual  Compensation.
            --------------------

          (a)     Salary.  During  the  first  year  of  the  Employment Period,
                  ------
Employee  shall  receive  a  base salary at the annual rate of $125,000.  During
each  successive  year of the Employment Period, Employee's base salary shall be
increased  by 8% over the annual rate in effect during the immediately preceding
year.  For  purposes  of this Agreement, a "year of the Employment Period" shall
be a period commencing on January 1st and ending on the next succeeding December
31st.  Employee's  salary  shall  be  payable  in weekly installments or at such
other  frequency  as  the  Company may from time to time determine (but not less
frequently  than  monthly).

          (b)     Bonus.  (i)  In  addition to his base salary, during each year
                  -----
of  the  Employment  Period,  Employee  shall  be  entitled to receive an annual
incentive  bonus (the "Thin Film Incentive") equal to 3% of the Thin Film Profit
Contribution  (as  hereinafter  defined)  in  respect of such year.  The Company
shall  pay  quarterly  estimates  of  the Thin Film Incentive to Employee as set
forth  herein.

               (ii)  The  Thin Film Incentive shall be calculated on a quarterly
basis  and bonus payments in respect thereof shall be made to Employee within 45
days  after  the  end  of the quarter to which such calculation relates.  In the
event  the  Thin Film Profit Contribution calculated for any calendar quarter is
less than zero, then no payment shall be made in respect of said quarter and the
amount  by  which  the  Thin Film Profit Contribution is less than zero shall be
carried  forward  to  reduce  the  Thin Film Profit Contribution, if any, in the
immediately  succeeding  calendar  quarters  in the same calendar year.  No such
negative  amount shall be carried forward beyond the end of the calendar year in
which  it  is  recorded.


                                        3
<PAGE>
               (iii)  As used herein, "Thin Film Profit Contribution" shall mean
(A) net revenues received by the Company from the sale of products designated by
the  Company  as  "Thin  Film  Products," plus (B) an amount equal to 10% of the
                                          ----
identifiable  costs  incurred by the Company's metalized substrates and circuits
business  which  is  under  Employee's  direction  in  connection  with products
provided or services performed by such business specifically and exclusively for
other businesses and product lines of the Company other than Thin Film Products,
the  provision  or  performance  of which has been specifically requested by the
President of the Company, minus (without double counting) (C) identifiable costs
                          -----
directly  attributable  to  the  production,  promotion,  marketing,  sale  and
administration of Thin Film Products, including, without limitation, (1) salary,
bonuses  and  benefits  and  other  costs  for all direct and indirect personnel
involved  in  the  production,  promotion, marketing, sale and administration of
Thin  Film  Products,  including  Employee  (but  excluding Employee's Thin Film
Incentive);  (2)  all  materials and supplies, outside services, and maintenance
and  repair  services relating to the production, promotion, marketing, sale and
administration  of  Thin  Film Products; (3) salary, bonuses, benefits and other
costs  for  all  internal  sales personnel attributable to the sale of Thin Film
Products;  (4)  outside  sales  representatives' commissions attributable to the
sale  of  Thin  Film Products; (5) departmental travel expenses; (6) advertising
and  promotion expenditures attributable to the marketing, promotion and sale of
Thin  Film  Products;  and  (7)  depreciation  of assets used in the production,
promotion,  marketing  and  sale of Thin Film Products, and minus (D) an aliquot
                                                            -----
portion  of  all  costs  associated  with  the facilities in which the Company's
metalized substrates and circuits businesses are located (considering the entire
Jacksonville,  Florida  facility as one facility), based upon the square footage
utilized  by  the  Company's  metalized substrates and circuits business at each
such  facility,  including,  without limitation, all


                                        4
<PAGE>
rental  payments,  utilities, real estate taxes, insurance, costs of maintenance
and repairs, environmental costs. As of the date hereof, the products designated
as  "Thin  Film  Products"  shall  be  as  set  forth  on  Exhibit  A  hereto.

          (c)     Modified  Officer's  Bonus.     During  the Employment Period,
                  --------------------------
Employee  shall also be entitled to receive ay incentive bonus to which Employee
would  otherwise  be  entitled  as an officer of the Company under the Company's
Officers' Bonus Plan, as same may be in effect from time to time, less an amount
equal  to  0.5%  of  the  Thin  Film  Profit Contribution (if greater than zero)
calculated  for  the  period  to  which such officer's incentive bonus pertains.
Employee  hereby  acknowledges  that  officers'  bonuses are awarded in the sole
discretion  of the Board of Directors of the Company and are generally paid on a
quarterly  basis, if at all.  Nothing contained herein shall require the Company
to  maintain  the  Officers'  Bonus  Plan.

          (d)     Deductions.  The Company shall deduct from all amounts payable
                  ----------
to  Employee  all  taxes  and  other  amounts  which  the  Company is now or may
hereafter  become  obligated  to  deduct  under  any  applicable  law.

     5.     Benefits.  Employee  shall  be  entitled  to  participate  in  such
            --------
employee  benefit  plans  established  by  the  Company  from  time  to time and
generally  made available to employees at levels similar to Employee's for which
he  meets  the eligibility requirements.  Nothing contained herein shall require
the  Company  to  establish  or  maintain  any  employee  benefit  plan.

     6.     Termination.
            -----------

          (a)     Notwithstanding  anything herein contained to the contrary, if
on  or  after the date hereof and prior to the end of the Employment Period, (i)
either (A) Employee shall be physically or mentally incapacitated or disabled or
otherwise  unable  fully  to  discharge  his


                                        5
<PAGE>
duties  hereunder  ("Disabled")  for  a  period of 90 consecutive days or for an
aggregate  of  90  days  within  any  period  of  twelve consecutive months, (B)
Employee  shall  be convicted of a felony or other crime of moral turpitude, (C)
Employee  shall  commit  any  act or omit to take any action in bad faith to the
detriment  of  the  Company  or  any  present  or  future parent, subsidiary, or
affiliate of the Company, (D) Employee shall willfully fail or refuse to perform
any  duties  consistent  with  his  position (or any other position of a similar
nature)  assigned  to  him  from  time to time, or (E) Employee shall breach any
other  term  of  this  Agreement  and fail to correct such breach within 10 days
after  receiving  notice  of  the  same,  or  if  such  breach is not capable of
correction  within  such  10 day period, Employee shall fail to take substantial
steps  necessary  to correct such breach within such 10 day period and shall not
have corrected such breach within 30 days after receiving such notice, then, and
in  each  such  case,  the  Company  shall  have  the  right  to  give notice of
termination  of  Employee's  services  hereunder as of a date to be specified in
such  notice,  and  this  Agreement shall terminate on the date so specified, or
(ii)  Employee  shall  die,  then  this Agreement shall terminate on the date of
Employee's  death.

          (b)     If  this Agreement is terminated by the Company for any of the
reasons  set  forth  in  Paragraph  6(a)  hereof, or if Employee shall resign or
otherwise  voluntarily terminate his employment with the Company, Employee shall
be  entitled  to  receive only his salary at the rate provided in Paragraph 4(a)
hereof  through and including the date upon which termination shall take effect.

          (c)     If  Employee's  employment  by  the  Company  pursuant to this
Agreement  is  terminated  by  the  Company for any reason other than any of the
reasons  set  forth in Paragraph 6(a), or for no reason, then, provided Employee
continues  to  abide  by the provisions of Section 7, 8 and 9 of this Agreement,
(i) the Company shall continue to pay to Employee, in


                                        6
<PAGE>
lieu  of  any  other  payments to which he would be entitled hereunder, his base
salary  at  the  rate and at the times provided in Section 4(a) hereof for until
the earlier of (A) Employee's death, and (B) the date the term of this Agreement
(as  same  previously  may  have  been  extended)  was  next scheduled to expire
(assuming  timely  notice  of  non-renewal  is  given by the Company or Employee
pursuant  to  Section  1  of  this Agreement) but for such termination, and (ii)
Employee shall be entitled to exercise all of his stock options that have vested
on  or  prior  to  the  date  of termination for a period of one year after such
termination,  subject  to  the  terms of the plan pursuant to which such options
were  granted  and  the  stock  option  agreements  evidencing  same.

     7.     Confidentiality.
            ---------------

          (a)     Employee  acknowledges and agrees that he has been and, during
the  Employment  Period,  will continue to be, privy to confidential proprietary
and  secret  information relating to the Company, its present or future parents,
subsidiaries  and  affiliates  and  their  respective  customers,  clients  and
suppliers.  Employee  hereby  agrees  that, beginning on the date hereof, and at
any  time  hereafter,  Employee  shall  treat  as  strictly  confidential  any
proprietary,  confidential  or  secret  information  relating to the business or
interests  of  the  Company  or  any  present  or  future  parent, subsidiary or
affiliate  of  the  Company, or any customer, client or supplier of any of them,
including,  but  without  limitation,  the organizational structure, operations,
business  plans  or  projects  of  the  Company or any present or future parent,
subsidiary  or  affiliate of the Company, or any customer, client or supplier of
any of them, and any research datum or result, invention, trade secret, customer
list  or customer information, process or other work product developed by or for
the  Company  or  any  present  or future parent, subsidiary or affiliate of the
Company,  or  any  customer,  client  or supplier of any of them, whether on the
premises  of  the  Company  or elsewhere ("Confidential Information").  Employee


                                        7
<PAGE>
hereby  agrees  that,  beginning  on the date hereof, and at any time hereafter,
Employee  shall  not  disclose  to  any  person  or  entity, utilize for his own
purposes  or for the benefit of any other person or entity or make accessible to
any person or entity, in any manner or in any form, any Confidential Information
other than in connection with performing the services required of him under this
Agreement,  without  the  prior  written  consent  of  the  Company.

          (b)     Employee  agrees that the provisions of this Paragraph 7 shall
survive  the  termination  of  his  employment  and  of  this  Agreement.

     8.     Assignment  of  Intellectual  Property  Rights.
            ----------------------------------------------

          (a)     If  at  any time or times during his employment by the Company
and during the six month period following his termination for any reason (or for
no reason) Employee shall (either alone or with others) make, conceive, discover
or  reduce  to  practice  any  Intellectual  Property  (as  hereinafter defined)
whatsoever  or any interest therein ("Intellectual Property Rights"), whether or
                                      ----------------------------
not  patentable or registrable under copyright or similar statutes or subject to
analogous  protection  (herein  called  "Developments"), that (i) relates to the
                                         ------------
business of the Company or any present or future parent, subsidiary or affiliate
of the Company or any of their respective customers, clients or suppliers or any
of  the  products or services being developed, manufactured, sold or provided by
any  of  them which may be used in connection therewith, (ii) results from tasks
assigned  to Employee by the Company or any present or future parent, subsidiary
or  affiliate  of  the  Company,  or  (iii)  results from the use of premises or
personal  property  (whether tangible or intangible) owned, leased or contracted
for  by  the Company or any present or future parent, subsidiary or affiliate of
the Company, such Developments and the benefits thereof shall immediately become
the  sole  and  absolute  property  of the Company and its assigns, and Employee
shall  promptly  disclose  to the Company (or any


                                        8
<PAGE>
persons  designated  by  it) each such Development and hereby assigns any rights
Employee  may  have  or  acquire  in the Developments and benefits and/or rights
resulting  therefrom to the Company and its assigns without further compensation
and  shall  communicate, without cost or delay, and without publishing the same,
all available information relating thereto (with all necessary plans and models)
to  the Company. As used herein, the term "Intellectual Property" shall mean all
                                           ---------------------
industrial  and  intellectual  property, including, without limitation, patents,
patent  applications,  patent  rights, trademarks, trademark applications, trade
names,  service  marks,  service  mark  applications,  copyrights,  copyright
applications  or  registrations,  databases,  algorithms,  computer programs and
other  software,  know-how,  trade  secrets, proprietary processes and formulae,
inventions,  trade  dress,  logos,  design  and  all  documentation  and  media
constituting,  describing  or  relating  to  the  above.

          (b)     Upon  disclosure  of each Development to the Company, Employee
will,  during his employment and at any time thereafter, at the request and cost
of  the  Company, sign, execute, make and do all such deeds, documents, acts and
things  as  the Company and its duly authorized agents may reasonably require to
(i)  apply  for,  obtain  and  vest in the name of the Company alone (unless the
Company  otherwise  directs)  letters,  patents,  copyrights  or other analogous
protection in any country throughout the world and when so obtained or vested to
renew and restore the same, (ii) defend any actions or opposition proceedings in
respect  of  such  applications  and  any opposition proceedings or petitions or
applications  for  revocation  of  such  letters,  patents,  copyrights or other
analogous  protection,  and (iii) bring any action to enforce any rights  in any
Developments.

          (c)     The  Employee  hereby  irrevocably designates and appoints the
Company  and its duly authorized officers and agents as the Employee's agent and
attorney-in-fact,  to  act


                                        9
<PAGE>
for  and  in  the  Employee's  behalf  and  stead  to  execute and file any such
application  or  applications  and  to  do  all other lawfully permitted acts to
further  the  prosecution  and issuance of any such letters, patents, copyrights
and  other  analogous protection thereon with the same legal force and effect as
if  executed  by  Employee.

          (d)     In  the  event of the termination of Employee's employment for
any  reason  (or  no  reason),  Employee  agrees  to  deliver to the Company all
documents,  notes,  drawings,  blueprints,  formulae,  specifications,  computer
programs,  data  and other materials of any nature pertaining to any proprietary
information  or  Intellectual Property of the Company or to Employee's work with
the  Company,  and  the  Employee  will  not  take  any  of the foregoing or any
reproduction  of  any  of the foregoing that is embodied in a tangible medium of
expression.

          (e)     The obligations of Employee pursuant to this Paragraph 8 shall
survive  termination  of  his  employment  and  of  this  Agreement.

     9.     Non-Competition.
            ---------------

          (a)     Employee  acknowledges that (i) in September 1993, the Company
purchased  from Miltech Corp., a corporation of which Employee was the principal
stockholder,  certain  assets  that  were  used  by  the Company to initiate its
metalized  substrates and ceramic business, and (ii) in August 1998, the Company
purchased  Employee's  remaining  inventory  of  ceramic  substances.  Employee
further  acknowledges  and  agrees  that  (i)  the  retention  of  Confidential
Information  is  essential  to  the continued existence of the Company, and that
such  information  constitutes  trade  secrets,  disclosure  of  which  would
irreparably  harm  the  business  of  the  Company,  and (ii) the services to be
furnished by Employee to the Company are of a special, unique, extraordinary and
intellectual  character  which  gives  them  unique  and  peculiar  value to the
Company.  Accordingly,  Employee agrees that he will not during the period he is


                                       10
<PAGE>
employed by the Company or any present or future parent, subsidiary or affiliate
of  the  Company,  under  this  Agreement  or  otherwise,  and,  subject  to the
penultimate  sentence  of  this  Paragraph  9(a),  during  the  Post-Employment
Non-Compete Period (as hereinafter defined) (i) engage in, or otherwise directly
or  indirectly  be employed by, or act as a consultant, advisor or lender to, or
be  a  director, officer, employee, stockholder, owner, or partner of, any other
Competitive Business (as hereinafter defined), or (ii) assist others in engaging
in  any  Competitive  Business.  In  addition,  Employee agrees that he will not
during the period he is employed by the Company or any present or future parent,
subsidiary  or  affiliate of the Company, under this Agreement or otherwise, and
during  the  Post-Employment  Non-Compete Period, (i) induce any employee of the
Company or any present or future parent, subsidiary or affiliate of this Company
to  terminate  his  employment  with  the  Company or such parent, subsidiary or
affiliate,  or  engage  in any Competitive Business, within a period of one year
after  such person is no longer employed by the Company or any present or future
parent,  subsidiary  or  affiliate  of the Company, or (ii) induce any entity or
person  with which the Company or any of present or future parent, subsidiary or
affiliate  has  a  business  relationship  to  terminate  or alter such business
relationship.  As  used  herein  "Competitive  Business"  means and includes the
business  of  designing,  developing,  manufacturing  and  marketing
RF/Microwave/Millimeter/  Wave  ceramic capacitors, thin film products and other
passive components and any other business that provides services and/or products
which are comparable to the services and/or products provided or contemplated to
be  provided  by  the  Company  or  any  present or future parent, subsidiary or
affiliate  of the Company; and "Post-Employment Non-Compete Period" means (i) in
the  case  of  the  termination  of


                                       11
<PAGE>
Employee's employment with the Company upon expiration of the Employment Period,
two years, and (ii) in the case of the termination of Employee's employment with
the  Company  prior  to  the  scheduled expiration of the Employment Period, the
period  commencing  on  the  date  Employee's  employment  with  the  Company is
terminated  and  ending  on  the later of (A) the date the Employment Period (as
same  previously  may have been extended) was next scheduled to expire (assuming
timely  notice  of  non-renewal  is given by the Company or Employee pursuant to
Section 1 of this Agreement) but for such termination of employment, and (B) the
second  anniversary  of  such  termination of employment. In the case of (i) the
termination  of  Employee's  employment  with the Company upon expiration of the
Employment  Period,  on  (ii)  the termination of Employee's employment with the
Company  for  any  other  reason  other  than  Employee's  resignation  or other
voluntary  termination  of  his  employment or the termination by the Company of
Employee's  employment  for  any  of  the reasons specified in Paragraph 6(a)(i)
hereof,  Employee's obligations pursuant to the third sentence of this Paragraph
9(a) shall continue for only so long as the Company continues to pay to Employee
his  base  salary  at  the  rate  in  effect  on  the date his employment was so
terminated in the installments and at the frequency that such payments were made
at  the time of such termination of employment. Payments made to Employee by the
Company  pursuant  to  Paragraph  6(c)  of  this Agreement shall also constitute
payments  for  purposes  of  the immediately preceding sentence. Notwithstanding
anything  contained  herein  to the contrary, the provisions of this Paragraph 9
will not be deemed breached merely because Employee owns not more than 1% of the
outstanding common stock of a corporation, if, at the time of its acquisition by
Employee, such stock is listed on a national securities exchange, is reported on
NASDAQ,  or  is regularly traded in the over-the-counter market by a member of a
national  securities  exchange.


                                       12
<PAGE>
          (b)     Employee understands that the foregoing restrictions may limit
his ability to earn a livelihood in a business similar to that of the Company or
any  present  or  future  parent, subsidiary or affiliate of the Company, but he
nevertheless  has received and will receive sufficient consideration (including,
without  limitation,  the  Company's agreement to enter into this Agreement) and
other benefits as an employee of the Company and as otherwise provided hereunder
to  justify  such  restrictions which, in any event (given his education, skills
and  ability),  Employee  does  not  believe  would  prevent  him from earning a
livelihood.

          (c)     The obligations of Employee pursuant to this Paragraph 9 shall
survive  the  termination  of  his  employment  and  of  this  Agreement.

     10.     Scope  of  Agreement.  Employee  acknowledges that the restrictions
             --------------------
contained  in  Paragraphs  7,  8  and 9 are a condition of his employment by the
Company  and constitute a material inducement to the Company's decision to enter
into  this  Agreement.  Employee further acknowledges that such restrictions are
reasonable  in  view  of  the  nature  of  the  business in which the Company is
engaged,  the  uniqueness of the services he is providing to the Company and his
knowledge  of  the  Company's  business,  and that any breach of his obligations
under  Paragraphs  7, 8 and 9 hereof will cause the Company irreparable harm for
which the Company will have no adequate remedy at law.  As a result, the Company
shall  be  entitled  to  the issuance by a court of competent jurisdiction of an
injunction,  restraining  order  or  other  equitable  relief in favor of itself
restraining  Employee  from  committing  or  continuing any such violation.  Any
right  to  obtain  an  injunction,  restraining  order or other equitable relief
hereunder  will  not  be deemed a waiver of any right to assert any other remedy
the  Company  may  have  under  this Agreement or otherwise at law or in equity.


                                       13
<PAGE>
     11.     Representations  and  Warranties.  Employee represents and warrants
             --------------------------------
that the execution and delivery of this Agreement and the performance of all the
terms  of this Agreement do not and will not breach any agreement to which he is
a  party,  including,  without  limitation,  any agreement to keep in confidence
proprietary  information  acquired by Employee in confidence or trust.  Employee
has  not  entered into and shall not enter into any agreement, either written or
oral, in conflict with this Agreement.  Employee further represents and warrants
that he has not brought and will not bring with him to the Company or use at the
Company  any materials or documents of an employer or a former employer that are
not generally available to the public, unless express written authorization from
such employer for their possession and use has been obtained.   Employee further
understands  that  he is not to breach any obligation of confidentiality that he
has  to  any  employer  or  former  employer  and  agrees  to  fulfill  all such
obligations  during  the  period  of  his  affiliation  with  the  Company.

     12.     Assignment.  Under  no  circumstances shall Employee assign, pledge
             ----------
or  otherwise  dispose of any of his rights or obligations under this Agreement,
and  any  such  attempted  assignment,  pledge, or disposition shall be void and
shall  relieve  the  Company  of  all  its obligations under this Agreement. The
Company  may assign any of its rights or obligations under this Agreement to any
present  or  future  parent,  subsidiary,  affiliate,  or  successor.

     13.     Entire  Agreement.  This  Agreement is the entire agreement between
             -----------------
the  Company  and  Employee  with  respect  to  the  subject  matter  hereof and
supersedes  all other agreements, written or oral, concerning the subject matter
hereof,  including,  without  limitation,  the  Amended  and Restated Employment
Agreement,  dated as of January 1, 1998, between the Company and Employee, which
agreement  is  of  no  further  force  or  effect.


                                       14
<PAGE>
     14.     Waivers  and  Further  Agreements  Any  waiver of any breach of any
             ---------------------------------
terms or conditions of this Agreement shall not operate as a waiver of any other
breach of such terms or conditions or any other term or condition, nor shall any
failure  to enforce any provision hereof on any one occasion operate as a waiver
of  such  provision or of any other provision hereof or a waiver of the right to
enforce  such  provision  or  any  other  provision  on any subsequent occasion.

     15.    Amendments. This Agreement may not be amended, nor shall any waiver,
            ----------
change, modification, consent, or discharge be effected, except by an instrument
in writing executed by or on behalf of the party against whom enforcement of any
such  amendment,  waiver, change, modification, consent, or discharge is sought.

     16.     Severability
             ------------

          (a)     If  any provision of this Agreement shall be held or deemed to
be  invalid, inoperative, or unenforceable as written, it shall be construed, to
the  greatest  extent  possible,  in  a  manner  which shall render it valid and
enforceable,  and  any limitation on the scope or duration of any such provision
necessary  to  make it valid and enforceable shall be deemed to be part thereof.

          (b)     If  any provision of this Agreement shall be held or deemed to
be  invalid,  inoperative, or unenforceable as applied to any particular case in
any  jurisdiction  or  jurisdictions,  or  in all jurisdictions or in all cases,
because  of  the  conflict  or any provision with any constitution or statute or
rule  of public policy or for any other reason, such circumstance shall not have
the  effect  of  rendering  the  provision  or  provisions  in question invalid,
inoperative,  or


                                       15
<PAGE>
unenforceable  in any other jurisdiction or in any other case or circumstance or
of  rendering  any  other  provision  or  provisions  herein  contained invalid,
inoperative,  or  unenforceable to the extent that such other provisions are not
themselves  actually  in  conflict  with  such constitution, statute, or rule of
public  policy,  but  this Agreement shall be reformed and construed in any such
jurisdiction or case as if such invalid, inoperative, or unenforceable provision
had never been contained herein, and such provision reformed so that it would be
valid,  operative,  and  enforceable  to  the  maximum  extent permitted in such
jurisdiction  or  in  such  case.

     17.     Governing  Law.  This  Agreement shall be governed by and construed
             --------------
and  enforced  in  accordance  with  the  laws of the State of New York, without
giving  effect  to  rules  governing  conflicts  of  law.

     18.     Courts.  Any  action  to  enforce  any  of  the  provisions of this
             ------
Agreement  shall be brought in the courts of the State of New York.  The parties
hereby  consent  to  the  jurisdiction  of  the courts of the State of New York.

     19.     Notices.  Any notices required or permitted by this Agreement shall
             -------
be  in  writing  and  personally  delivered or mailed by certified or registered
mail,  return receipt requested, addressed to the parties at their addresses set
forth  above,  or  to such other addresses as one party may specify to the other
party,  from time to time, in writing.  Any notice personally delivered shall be
deemed  given  at the time of receipt thereof, and any notice given by certified
or  registered  mail  shall  be  deemed  given  at  the time of certification or
registration  thereof.

     20.     Counterparts.  This  Agreement  may  be  executed  in  one  or more
             ------------
counterparts,  each  of which shall be deemed to be an original but all of which
together  will  constitute  one  and  the  same  instrument.


                                       16
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and  year  first  above  written.

                         AMERICAN  TECHNICAL  CERAMICS  CORP.
                                    By:
                                       ---------------------------------------
                                       Victor Insetta, President and
                                       Chief  Executive  Officer

                                    ------------------------------------------
                                       Judah  Wolf


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