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MICRODYNE CORPORATION                            1997 ANNUAL REPORT ON FORM 10-K
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                                                                   EXHIBIT 10.31

SUPPORT services AGREEMENT between Microdyne Corporation ("Microdyne"), a
Maryland corporation located at 3601 Eisenhower Avenue, Alexandria, VA., 22304,
and Epson America, Inc. ("Epson"), 20770 Madrona Avenue, Torrance, CA., 90509.

                                    RECITALS

  In the course of the distribution and sale of its products, Epson requires
product and subassembly repair and refurbishment, warranty administration,
product upgrade projects, telephone technical support, and other miscellaneous
Services. Epson has determined that it is in its best interest to contract for
personnel to perform these Services, and Microdyne desires to provide personnel
to perform these Services on an independent contractor basis. Additionally,
Epson and Microdyne wish to terminate the previous Depot Repair, Product
Refurbishment, and Warranty Administration Agreement, dated December 13, 1990,
and replace it with this Agreement to reflect current Epson requirements,
working conditions, and revised pricing. The Depot Repair, Product
Refurbishment, and Warranty Administration Agreement, dated December 13, 1990,
and all its amendments, including Amendment 1, dated September 1, 1991,
Amendment 2, dated October 2, 1992, Amendment 3, dated December 1, 1992,
Amendment 4, dated May 1, 1993, Amendment 5, dated December 1, 1993, and
Amendment 6, dated October 1, 1994, are canceled, terminated, and superseded by
this Agreement.

  1 . TERM.

      Five years effective April 1, 1996.

  2.  MICRODYNE PROVISION OF PERSONNEL AND SERVICES.

      Microdyne will provide qualified personnel to perform depot repair of
      products and subassemblies, product refurbishment, product upgrade
      projects, warranty administration, telephone technical support, and other
      miscellaneous Services (collectively called "Services") as requested by
      Epson. The type and quantity of personnel and Services requested by Epson
      are subject to change from time to time to meet Epson's business needs.
      Some Services may be performed by Epson personnel or by other independent
      contractors retained by Epson. The Services performed by Microdyne will be
      mutually agreed upon and identified in writing, signed by the parties."

      2.1 Responsibility for Employees.

          Pursuant to the terms of this agreement, Microdyne will provide
          employees to work for and at the direction of Epson ("Leased
          Employees"). By signing below, the parties expressly acknowledge
          that all employees leased by Microdyne to Epson shall remain
          employees of Microdyne (and not employees of Epson) for all
          purposes. In particular, said employees shall remain subject to
          Microdyne's employee policies and procedures which cannot be
          modified by Epson without the express written authority of
          Microdyne's Director of Human Resources.
          
          The governing policies and procedures of Microdyne supersede those
          of Epson in all areas, subject to limitations of federal and state
          law, including, but not limited to:
          
          Salary Status
          Bonuses


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            Promotions/Demotions
            Expense Accounts/Travel Guidelines
            Attendance Schedules
            Vacations
            Sick time
            Comp Time
            Holiday Schedules/Pay
            Flexible Work Schedules
            Telecommuting
            Performance Reviews
            Identification Mechanisms (i.e., Business Cards, Employee Badges)
            Disciplinary Action/Procedures
            Reduction in Staff
            Hiring/Rehiring
            Terminations of Employment of Any Kind
            Employee Benefits

      2.2   Services.

            Microdyne shall provide the Leased Employees and Services to Epson
            as an independent contractor in accordance with the terms and
            conditions of this agreement (as more fully described in the
            Statement of Work, Attachment A hereto). Epson retains full
            management control over its service terms and programs, as well as
            Epson's customer and end user relations. For all practical purposes,
            Microdyne's provisions of the Services shall be invisible to Epson's
            customers and end users.

            Microdyne, on a semi-annual basis, or sooner, shall provide Epson a
            value engineering change proposal which shall identify methodologies
            that may result in increased Epson customer service and/or cost
            reductions.

      2.3   Training.

            Epson will provide, at no charge to Microdyne, ongoing training for
            new Epson products to enable Leased Employees to perform the
            Services.

      2.4   Facilities and Equipment.

            Services will be performed at Epson's facilities currently located
            in Torrance and Carson, California, and Indianapolis, Indiana, and
            other locations as mutually agreed upon in writing, signed by the
            parties. Epson will provide use of these facilities and all
            equipment, tools, test equipment, documentation, and supplies needed
            for the Services at no charge to Microdyne. Both parties shall have
            a mutual and affirmative obligation to maintain the integrity and
            security of all facilities and equipment. Both parties will take all
            reasonable steps to assure the security of the facilities and their
            contents. Microdyne will reimburse Epson for any damage or loss
            caused by negligence on the part of Microdyne.

      2.5   Insurance.

            Microdyne shall indemnify, defend and hold Epson, its employees and
            affiliates harmless from any and all damages, liabilities, costs and
            expenses incurred by Epson as a result of any claims, judgments, or
            adjudication against Epson for any breach by Microdyne of the
            provisions of this Agreement or


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            arising from any misconduct or negligence of Microdyne's employees
            in the scope of their employment. Epson shall indemnify, defend and
            hold Microdyne, its employees and affiliates harmless from any and
            all damages, liabilities, costs and expenses incurred by Microdyne
            as a result of any breach of this Agreement by Epson, arising out of
            processes or procedures required by Epson or arising from any
            misconduct or negligence of Epson's employees in the scope of their
            employment.

            To support these indemnities, Microdyne and Epson will obtain and
            maintain in effect at all times contractual liability insurance in
            support of this agreement. Epson will be named as an additional
            insured and policy limits should not be less than $1 million per
            occurrence and $10 million total. Evidence of insurance will be
            provided to Epson within thirty (30) days of each policy renewal by
            Certificate of Insurance.

            Microdyne's insurance policies will waive any and all subrogation
            against Epson.

      2.6   Operating Assets and Equipment.

            During the course of the previous agreement, Microdyne purchased
            some assets and equipment as described in Attachment D. These assets
            and equipment will continue to be owned and used by Microdyne as
            required with no additional charge to Epson.

      2.7   Parts, Inventory, and Ordering.

            Epson will provide all parts necessary for the Services at no cost
            to Microdyne. Microdyne will order parts from Epson on an as needed
            basis in conformance with Epson's existing parts and accounting
            procedures.

      2.8   Records and Audit Rights.

            (a)   Microdyne agrees to keep and maintain commercially reasonable
                  records of the charges associated with Microdyne's provision
                  of the Leased Employees and Services. Epson retains the right
                  to have a representative of Epson's certified public
                  accounting firm inspect and audit Microdyne's books and
                  records pertaining to the Leased Employees and Services upon
                  notice to Microdyne, at Epson's expense, to insure compliance
                  with the terms of this agreement. If the audit at Epson's
                  expense reveals deficiencies greater than 2% of billing, then
                  the cost of the audit will be paid by Microdyne.

            (b)   Microdyne agrees to furnish to Epson a statement within
                  fifteen (15) days following the end of each month identifying
                  the Services performed during the preceding month and labor
                  expended. Microdyne shall keep and maintain true and accurate
                  records regarding all information and data reasonably
                  necessary or required for the computation and verification of
                  all amounts payable to Microdyne hereunder.

            (c)   Microdyne agrees to provide any information required by Epson
                  to comply with government rules and regulations. The
                  information will be made available on a mutually agreeable
                  schedule determined at the time of any request.


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      2.9   Product Safety.

            Microdyne agrees to notify Epson immediately in writing upon
            discovery that any Epson product fails to comply with any applicable
            consumer product or electrical safety law or regulation, or upon
            discovery that any such product contains a defect which could, in
            the reasonable opinion of Microdyne, create a substantial
            operational problem or consumer product safety or electrical hazard.

      2.10  Failure to Perform.

            (a)   If Epson determines that Microdyne has consistently failed to
                  meet the mutually agreed upon quality and performance
                  standards for Services and Leased Employees, described in
                  Attachment A.II.A. and B., Epson will notify Microdyne in
                  writing of such discrepancies. Microdyne will have 15 days to
                  develop a written plan of corrective action to meet quality
                  and performance standards. Upon approval of the corrective
                  action plan by Epson, Microdyne will have 60 days to restore
                  Services or Leased Employees to quality and performance
                  standards.

            (b)   Additionally, if Epson executive management determines that
                  any Leased Employee has significantly failed to meet quality
                  or performance standards, or performed any other detrimental
                  act, Epson at its sole discretion may request that Microdyne
                  immediately replace that Leased Employee and Microdyne will
                  comply.

            (c)   Any personnel actions, including reductions in staff or
                  terminations, performed as a result of 2.10. a. or b. above
                  will be Microdyne's sole responsibility as defined in 2.1
                  above.

3.    USE OF EPSON TRADEMARKS AND LOGOS.

      During the term of this agreement, Microdyne is authorized to use the
      Epson trademarks, proprietary logos, and designations applicable to the
      products as may be necessary for Microdyne to provide the Services, in
      conformity with Epson's written guidelines for trademark usage. Upon
      expiration or termination of this agreement, Microdyne shall cease all
      references and use of any and all Epson names, trademarks, logos, and
      designations. Microdyne shall not use Epson trademarks, logos, or
      designations in any advertising materials, nor publicize the agreement
      without prior written authorization from Epson.

4.    PROPRIETARY NATURE OF PRODUCTS.

      4.1    Epson Rights.

             No title to or ownership of Epson's products, including software or
             any of the parts, is transferred to Microdyne by this agreement or
             the provision of the Services by Microdyne. Title to all applicable
             rights and patents, copyrights and trade secrets in Epson's
             products shall remain with Epson, and Microdyne agrees to respect
             and observe the proprietary nature thereof. Microdyne agrees to
             take appropriate action by instructions or agreement with its
             employees, agents, and contractors who are permitted access to the
             Epson products or other proprietary information to fulfill its
             obligations hereunder. Notwithstanding any provision


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            of this agreement, Epson owns and retains all title and ownership of
            all intellectual property rights; all software; all firmware; all
            master diskettes; and related materials provided by Epson to
            Microdyne hereunder.

      4.2   Reverse Engineering, Etc.

            Microdyne agrees not to decompile, reverse engineer, reverse
            compile, modify, or perform any similar type of operation on
            products, parts, software or furniture furnished by Epson without
            the express prior written consent of Epson.

5.    TECHNICAL SUPPORT.

      Epson shall make technical support available to Microdyne during the term
      of this agreement without cost to Microdyne, to answer questions and
      provide support for Microdyne in connection with the Services.

6.    INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATION.

      6.1    By Epson.

             Epson shall indemnify, defend, and hold Microdyne harmless from any
             and all damages, liabilities, costs, and expenses incurred by
             Microdyne as a result of any claims, judgments, or adjudication
             against Microdyne that Epson products infringe any U.S. patent or
             copyright of any third part, provided: (i) Microdyne shall promptly
             notify Epson in writing of such claim; and (ii) Epson shall have
             the sole control of the defense of any such action and all
             negotiations for its settlement and compromise.

      6.2    By Microdyne.

             Microdyne shall indemnify, defend, and hold Epson harmless from any
             and all damages, liabilities, costs, and expenses incurred by Epson
             as a result of any claims, judgments, or adjudication against Epson
             that Epson products modified by Microdyne outside of the approved
             procedures supplied and enforced by Epson infringe any U.S. patent
             or copyright of any third party, provided: (i) Epson shall promptly
             notify Microdyne in writing of such claim; and (ii) Microdyne shall
             have the sole control of the defense of any such action and all
             negotiations for its settlement and compromise.

7.    CONFIDENTIALITY.

      Both parties acknowledge that confidential information provided hereunder,
      including the transfer of technology and software, constitute a trade
      secret and, as such, shall be held and maintained in confidence, as set
      forth in the Confidentiality and Non-Disclosure Agreement, Attachment C
      hereto.

8.    WARRANTIES AND DISCLAIMERS

      8.1    Warranty.

             Microdyne warrants that the depot repairs, product refurbishment,
             product retrofits and Services will be performed in accordance with
             the repair and refurbishment criteria for the applicable service
             provided by Epson, and industry standards. In the event any such
             repair, refurbishment, or retrofit does not perform in


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             accordance with the applicable specifications in Attachment A for a
             period of ninety (90) days after shipment thereof by Epson to a
             customer, Microdyne will remedy such failure by repair at no
             additional cost to Epson.

      8.2    Disclaimer.

             Microdyne expressly disclaims all warranties except the limited
             warranty set forth above.

9.    PAYMENT.

      Epson agrees to pay for the Leased Employees at those rates set forth in
      Attachment B hereto. Microdyne shall invoice Epson monthly in arrears for
      applicable Leased Employees and other related charges, accompanied by the
      report described in Section 2.6(b) above. Said invoice shall be paid in
      full within thirty (30) days after receipt. Any invoices which are unpaid
      after this thirty (30) day period will be amended to include interest
      charges of 1.5% (percent) a month on the invoice amount from the
      thirty-first (31st) day following invoice date to date of payment to
      Microdyne, or the highest amount allowed by law, whichever is applicable.
      Further, Microdyne reserves the right to suspend all Services provided
      under this agreement or require payment in advance in the event any two
      consecutive invoices are not paid in full within forty-five (45) days
      after the second invoice date.

      The charges identified herein in Attachment C shall be reviewed and
      negotiated, for the next twelve (12) month period, commencing ninety (90)
      days prior to each anniversary date of this agreement. Either party may
      request review and renegotiation of the rates charged at the completion of
      the first three (3) months of this agreement.

10.   TAXES.

      Epson shall be responsible for the payment of all sales, use and personal
      property taxes assessed on products provided or sold in connection with
      this agreement, excluding taxes based upon the net income of Microdyne.
      Microdyne shall be responsible for all taxes arising from Epson's payments
      for the Services and Leased Employees, including but not limited to
      withholding taxes, FICA payments, workman's compensation and state
      disability payments.

11.   TERMINATION AND DEFAULT.

      11.1   Without Cause.

             Either party may terminate this agreement at any time upon 90 days
             written notice of termination to the other. Upon the effective date
             of such termination, Epson will resume possession and control over
             the Epson assets, and is free to hire or rehire any and all of
             Microdyne's employees used in the provision of the Services.

  11.2       For Cause.

             Either party may terminate this agreement upon written notice to
             the other party in the event that such other party fails to cure a
             material breach within ninety (90) days after notice of breach from
             the nonbreaching party. This agreement shall automatically be
             cancelled if either party becomes insolvent or makes an assignment
             for the benefit of creditors or if any insolvency proceeding is
             initiated by or against it. All unpaid charges


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             accrued under this agreement shall become immediately due and
             payable upon the happening of such event of termination. The
             aforesaid rights shall be in addition to all other rights and
             remedies provided at law, in equity, or hereunder. In the event of
             termination for any of the foregoing reasons, Epson will resume
             possession and control over the Epson assets, and is free to hire
             any and all of Microdyne's employees used in the provision of the
             Services.

      11.3   In the event that Epson resumes possession and control of the Epson
             assets, Microdyne agrees to sell and assign a complete copy of
             Microdyne's depot repair activity management system as defined in
             Attachment A, III, to Epson for a reasonable, mutually agreed upon
             price. Microdyne further agrees to assist Epson in obtaining any
             necessary consents from third parties with rights in said software.

12.   FORCE MAJEURE.

      If either party shall be prevented from performing any portion of this
      agreement (except the payment of money) by causes beyond its reasonable
      control, including, without limitation, labor disputes, civil commotion,
      war, governmental regulations or controls, casualty, inability to obtain
      materials or Services, or acts of God, such party shall be excused from
      performance for the period of the delay.

13.   NOTICE.

      Unless otherwise agreed to by the parties, all notices required hereunder
      shall be made in writing by certified mail, return receipt requested, to
      the addresses first above written and to the attention of the parties
      executing this agreement or their successor(s) in office.

14.   WAIVER.

      No waiver of any right or remedy on one occasion shall be deemed a waiver
      of such right or remedy on any other occasion or of any other right or
      remedy.


15.   SEVERABILITY.

      If any provision(s) of this agreement is held to be illegal,
      unenforceable, or invalid by a court of competent jurisdiction, the
      validity, legality, and enforceability of the remaining provisions shall
      not in any way be affected or impaired thereby, so long as the verifiable
      intent of the parties is not materially affected thereby.

16.   INDEPENDENT CONTRACTORS.

      Both parties hereto are independent contractors and neither party shall
      represent itself as an agent or legal representative of the other.

17.   COMPLIANCE WITH LAWS.

      Each party shall comply, at its own expense, with all statutes,
      regulations, rules, ordinances, and orders of any governmental body,
      department, or agency thereof, which apply to or result from its
      obligations hereunder.

18.   ATTACHMENTS.


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      The attachments referred to in the body of this agreement are an integral
      part of this agreement and reference to this agreement shall be deemed to
      include all the attachments.

19.   HEADINGS.

      The headings of this agreement are included solely for convenience of
      reference and shall not control the meaning or interpretation of any
      provision of the agreement.

20.   ENTIRE AGREEMENT/GOVERNING LAW.

      This document constitutes the entire agreement between the parties
      regarding the subject matter hereof. No agent, employee, or representative
      of Microdyne has any authority to bind Microdyne to any affirmation,
      representation, or warranty concerning the products or Services furnished
      under this agreement, unless the same is expressly included within this
      written agreement. This agreement may be modified only by a written
      instrument signed by both parties hereto or by their duly authorized
      agents. The terms and conditions herein shall govern with respect to the
      subject matter hereto and shall override all terms and conditions
      contained on any purchase order or acknowledgment form, previous letters,
      etc., issued by the parties hereto. This agreement shall be governed by
      the laws of the State of California. This agreement may be executed in
      counterparts, each of which shall be deemed an original. The individuals
      signing this agreement on behalf of each party represents and warrants
      that he/she has the power and authority to sign.




MICRODYNE CORPORATION            EPSON AMERICA, INC.


BY: [SIG]                        BY: [SIG]
   --------------------------        --------------------------
     Authorized Signature               Authorized Signature

TITLE: VP Operations             TITLE: Vice President, Operations & Logistics

DATE: March 20, 1996             DATE: March 20, 1996



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