ADDENDUM TO THE ASSET PURCHASE AGREEMENT

                                 ADDENDUM TO THE


                            ASSET PURCHASE AGREEMENT


This ADDENDUM is entered into as of September   16, 2008,   by and between   HERLEY
GMI EYAL LTD. (formerly called GENERAL MICROWAVE ISRAEL ACQUISITION (2008) LTD.)
(the   "Buyer")   and EYAL   MICROWAVE   LTD.   ("Seller   Parent")   and EYAL MAG LTD.
("Seller Sub") (collectively, and jointly and severally: the "Seller").

WHEREAS:   the parties   hereto   entered   into an Asset   Purchase   Agreement as of
August 1, 2008 (the "Agreement") and certain   conditions to Closing have not yet
been   satisfied   and,   in   addition,   the parties   have agreed to amend   certain
provisions set out in Agreement.

The parties hereto, intending to be legally bound, agree as follows:

1.   Definitions.    Unless    specifically   set   forth   to   the   contrary   herein,
capitalized   terms used in this Addendum shall have the respective   meanings set
forth in the Agreement

2. OCS Grants.   The Seller   hereby   represents,   warrants and   undertakes to the
Buyer as follows:

     (a) Seller has applied for, but not yet obtained, the written approval from
the OCS in   connection   with the   transfer to the Buyer of   Sellers'   rights and
obligations   towards   the OCS with   respect to each of the OCS Grants   listed in
Schedule   3.23(a),   constituting   all the OCS   Grants   received   by the   Sellers
(including without limitation "Magnet" grants); and

     (b) None of the aforesaid   applications have been rejected or denied by the
OCS; and

     (c) Neither   the   products of the   Seller,   nor the   Intellectual   Property
relating to such products,   nor the Business Intellectual Property, all of which
are being sold to the Buyer under the Agreement, were developed through or arise
from, directly or indirectly, any OCS Grants;

     (d)   All   of   the   OCS   Grants   received   by   the   Seller   relate   only   to
discontinued products and/or research and development that has not been utilized
by the Seller; and

     (e) Seller is not aware of any   impediment   or reason or ground which would
prevent or delay,   or impose any payment   obligation   (apart from the payment of
royalties with respect to future sales) with respect to,   approval by the OCS of
the aforesaid   transfer to Buyer of all the rights and obligations   under all of
the OCS Grants; and

     (f) In the event that any approvals are unreasonably delayed, Seller hereby
authorizes   Buyer to represent   Seller in filing any necessary   applications   to
receive OCS Approvals, at the expense of Seller.

3. Investment   Center. The Seller hereby represents and warrants to the Buyer as
follows:

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     (a) Seller has applied to the Investment   Center to obtain,   inter alia, an
assignment of the Seller's   approvals   from the   Investment   Center and confirms
that it is not aware of any   impediment   or reason or ground which would prevent
or delay such approval by the Investment Center; and

     (b) The   aforesaid   application   has not been   rejected   or   denied   by the
Investment Center.

4. Deferral of OCS and Investment Center Closing Conditions.   In reliance on the
Seller's abovementioned   representations and warranties, and the undertakings of
Seller pursuant to Sections 5 and 6 below, the Buyer hereby agrees: (a) to defer
the obligations of the Seller to deliver to Buyer the written approvals from the
OCS and the Investment Center,   pursuant to Article VII of the Agreement,   until
the date   occurring 60 (sixty) days following the Closing Date; and (b) that the
know-how   of Seller   which was   developed   through or arose   from,   directly   or
indirectly,   any OCS   Grants,   shall not be   conveyed   to Buyer upon the Closing
Date, and instead shall be conveyed to Buyer following receipt of approvals from
the OCS for such conveyance.

5. Seller's   Undertaking.   Seller   hereby   undertakes to use its best efforts to
obtain the said approvals at the earliest opportunity subsequent to Closing, and
to comply in full with all the requirements of the said authorities.

6.   Seller's   Indemnification.   The   Agreement   shall   be   amended   so that   the
following   sub-section   shall be added to Section   9.01 (after   sub-section   (e)
therein:

          (f) failure to receive,   by the Closing   Date,   one or more   approvals
     from the OCS as required under Sections 5.07 and 7.09   hereinabove,   and/or
     one or more approvals   from the   Investment   Center under Sections 5.07 and
     7.04 whether or not Buyer has   consented   to hold the Closing   without such
     approval(s) having been received;

7. Consideration

     (a) The   parties   agree,   on the   basis of the   Interim   Period   Cash   Flow
Statement   presented by Seller to Buyer,   that the amount of the Interim   Period
Reduction shall be NIS 500,000.   The parties