<SEQUENCE>5

<FILENAME>july03sagt8-kexh.txt

<DESCRIPTION>SHAREHOLDER'S VOTING/IRREVOCABLE PROXY AGT.

<TEXT>



                                           June 27, 2003



Aeroflex Incorporated

   and MCE Acquisition Corporation

35 South Service Road

Plainview, New York  11803

Attn.:  Michael Gorin, President



MCE Technologies, Inc.

310 Dino Drive

Ann Arbor, Michigan  48103

Attn:  John L. Smucker, President



             Re:  MCE / AEROFLEX

                  Shareholder Voting Agreement and Irrevocable Proxy

                  --------------------------------------------------



Gentlemen:



         Reference is made to that certain Agreement and Plan of Merger (the

"Merger Agreement"), dated as of the date hereof, among MCE Technologies, Inc.,

a Michigan corporation ("MCE"), Michael J. Endres, on behalf of the shareholders

and warrantholders of MCE (the "Shareholders' Representative"), MCE Acquisition

Corporation, a Michigan corporation ("Acquisition"), and Aeroflex Incorporated,

a Delaware corporation ("Aeroflex").



         Unless otherwise indicated or specifically defined, all capitalized

terms used herein shall have the meaning ascribed to them in the Merger

Agreement.



         This letter agreement is the Shareholder Voting Agreement described in

Section 6.5 of the Merger Agreement. As an essential condition and inducement to

Aeroflex and Acquisition to enter into the Merger Agreement and in consideration

therefor, the undersigned has agreed to enter into this Agreement



         To that end, in consideration of the foregoing and the mutual covenants

and agreements contained herein and in the Merger Agreement, and for other good

and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, and intending to be legally bound hereby, the parties hereto

hereby agree as follows:



         1. Voting of Shares.

            ----------------



                  (a) Voting Agreement. The undersigned hereby agrees, during

                      ----------------

the period commencing on the date hereof and continuing until termination in

accordance with Section 4 hereof (the "Voting Period"), to (i) appear or cause

the holder of record on any applicable record date (the "Record Holder") to

appear for the purpose of obtaining a quorum at any annual or special meeting of

shareholders of MCE and at any adjournment thereof at which matters





<PAGE>





relating to the Merger, Merger Agreement, or any transaction contemplated

thereby are considered, and (b) vote, or cause the Record Holder to vote, in

person or by proxy, at a meeting or by written consent, all of the MCE Shares

owned by the undersigned, or with respect to which the undersigned has or shares

voting poweror control, and all of the MCE Shares which shall, or with respect

to which voting power or control shall, hereafter be acquired by the undersigned

(collectively, the "Covered Shares") in favor of the Merger, the Merger

Agreement and the transactions contemplated thereby; provided that the

Shareholders shall not be required to take the aforementioned actions in the

event that there is a Change in MCE Recommendation.



                  (b) Grant of Irrevocable Proxy.

                      --------------------------



               (i) The undersigned hereby appoints Aeroflex and any designee of

Aeroflex, and each of them individually, as the undersigned's proxy and

attorney-in-fact, with full power of substitution and resubstitution, to vote or

act by written consent during the Voting Period with respect to the Covered

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