REGISTRATION RIGHTS AGREEMENT





                  This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated

as of July 23, 1996, is among MICROWAVE COMPONENTS ENTERPRISES, INC., a Michigan

corporation (the "Company"), HANIFEN IMHOFF MEZZANINE FUND, L.P. ("HI"), and

NATIONAL CITY CAPITAL CORPORATION ("NCCC"; together with HI, the "Holders", and

each individually a "Holder").



                  This Agreement is made in connection with the Note, Warrant

and Preferred Stock Purchase Agreement of even date herewith among the Company,

HI and NCCC (the "Purchase Agreement"). In order to induce the Holders to enter

into the Purchase Agreement, the Company has agreed to provide the registration

rights set forth in this Agreement.



                  The parties hereby agree as follows:



         1.       Definitions.  As used herein, the following terms have the

following meanings:



                  "Commission" means the Securities and Exchange Commission.



                  "Common Stock" means the Company's Common Stock, without par

value per share.



                  "Demand Registration" has the meaning specified in Section

2(a).



                  "Exchange Act" means the Securities Exchange Act of 1934, as

amended.



                  "Holder" means one of the Holders identified in the

introductory paragraph to this Agreement or such other Person to whom such

Holder shall have assigned or transferred such Holder's Registrable Securities

in accordance with Section 12(g) of this Agreement.



                  "Indemnified Party" has the meaning specified in Section 8(b)

hereof.



                  "Indemnifying Party" has the meaning specified in Section 8(b)

hereof.



                  "Instrument of Accession" means an instrument in the form of

Schedule 1 hereto.



                  "IPO" means the initial public offering of equity securities

of the Company pursuant to an effective registration statement under the

Securities Act.



                  "Person" means any individual, partnership, corporation, trust

or unincorporated organization, or a government or agency or political

subdivision thereof.



                  "Piggyback Registration" has the meaning specified in Section

3(a).



                  "Prospectus" means the prospectus included in any Registration

Statement, as amended or supplemented by any Prospectus supplement with respect

to the terms of the offering of any portion of the Registrable Securities

covered by such Registration Statement and all other amendments and supplements

to the Prospectus, including post-effective amendments, and all material

incorporated by reference in such Prospectus.



                  "Public Sale" means any sale of Common Stock to the public

pursuant to a public offering registered under the Securities Act, or to the

public through a broker or market-maker pursuant to the provisions of Rule 144

(or any successor rule) adopted under the Securities Act.







<PAGE>   2



                  "Registered" and "Registration" means a registration effected

by preparing and filing a Registration Statement in compliance with the

Securities Act and the declaration or ordering by the Commission of

effectiveness of such Registration Statement.



                  "Registrable Securities" means, at any time, all of the then

issued and outstanding (a) shares of Common Stock issued or issuable to the

Holders upon exercise of any of the Warrants, (b) all shares of Common Stock

issued to or purchased by any of the Holders from time to time other than upon

exercise of any of the Warrants, (c) shares of any class of Common Stock into

which such shares of Common Stock have been or may be converted, (d) capital

stock or other securities into which or for which any shares of Common Stock

described in the foregoing clauses (a) - (c) shall have been converted or

exchanged pursuant to any recapitalization, reorganization or merger of the

Company, and (e) shares of capital stock issued with respect to the foregoing

pursuant to a stock split or stock dividend, provided that the foregoing capital

stock shall be Registrable Securities only so long as such capital stock has not

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