AMENDMENT AND WAIVER NO. 1

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                           AMENDMENT AND WAIVER NO. 1


         AMENDMENT AND WAIVER NO. 1, dated as of March 6, 2006 (this
"Amendment"), by and among EDO Corporation (the "Borrower"), the Lenders party
hereto and Citicorp USA, Inc., as administrative agent (in such capacity, the
"Administrative Agent").

                                   WITNESSETH:

         WHEREAS, the Borrower, the Lenders party hereto and the Administrative
Agent are parties to that certain Credit Agreement, dated as of November 4, 2005
(the "Credit Agreement"), among the Borrower, the Lenders and Issuers party
thereto and the Administrative Agent; and

         WHEREAS, the Borrower has requested that the Lenders and the
Administrative Agent enter into this Amendment to amend and waive the Credit
Agreement as set forth herein;

         NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

         1.        Defined Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the Credit
Agreement.

         2.        Amendments. Effective as of the Effective Date (as defined
below) and subject to the terms and conditions set forth herein, the Credit
Agreement is hereby amended as follows:

         (a)       Section 6.1 (a) of the Credit Agreement is amended by (i)
adding immediately after the phrase "Within 45 days after the end of each Fiscal
Quarter of each Fiscal Year" the following: "(other than the last Fiscal Quarter
of each Fiscal Year)" and (ii) amending and restating the proviso at the end of
such Section in its entirety to read as follows: "provided, however, that
delivery of a Form 10-Q of the Borrower that is in compliance with all
applicable Requirements of Law or the requirements of this clause (a) shall
satisfy the delivery requirements of this clause (a)".

         (b)       Section 6.1(b) of the Credit Agreement is amended by amending
and restating the proviso at the end of such Section in its entirety to read as
follows: "provided, however, that delivery of a Form 10-K of the Borrower that
is in compliance with all applicable Requirements of Law or the requirements of
this clause (b) shall satisfy the delivery requirements of this clause (b)".

         (c)       Section 6.1(e) of the Credit Agreement is amended by amending
the reference to "60 days" therein to "90 days".

         (d)       Section 6.1(g) of the Credit Agreement is amended and restated
in its entirety to read as follows: "Together with each delivery of any
Financial Statement pursuant to clause (a) or (b) above, a "job status report"
substantially in the form previously provided to the


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Lenders, certified by a Responsible Officer of the Borrower and current as of
the last Business Day of the preceding Fiscal Quarter."

          3.        Waiver. The Lenders hereby waive any Default or Event of
Default arising as a result of the Borrower's failure to furnish to the
Administrative Agent (a) Financial Statements for the Fiscal Quarter ended
December 31, 2005 within 45 days after the end of such Fiscal Quarter pursuant
to Section 6.1 (a) of the Credit Agreement prior to giving effect to this
Amendment, (b) the Borrower's annual business plan for the Fiscal Year 2006
within 60 days after the end of the preceding Fiscal Year pursuant to Section
6.1(e) of the Credit Agreement prior to giving effect to this Amendment and (c)
a job status report on or prior to the 20th day of the calendar quarter
commencing January 1,2006 pursuant to Section 6.1 (g) of the Credit Agreement
prior to giving effect to this Amendment.

         4.        Conditions to Effectiveness of this Amendment. This Amendment
shall become effective as of the date the following conditions precedent have
been satisfied (the "Effective Date"):

         (a)       The Administrative Agent shall have received (i) this
Amendment, duly executed and delivered by the Borrower and Lenders constituting
the Requisite Lenders and (ii) the Consent and Affirmation, in the form attached
hereto as Annex A, duly executed and delivered by each of the Guarantors.

         (b)       After giving effect to this Amendment, each of the
representations and warranties made by any Loan Party in or pursuant to the Loan
Documents shall be true and correct in all material respects on and as of the
date hereof, as if made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties shall be true and correct in all
material respects as of such earlier date.

         (c)       After giving effect to this Amendment, no Default or Event of
Default shall have occurred and be continuing on the date hereof.

         5.        Representations and Warranties. The Borrower hereby represents
and warrants to the Administrative Agent and the Lenders, on and as of the date
hereof, that:

         (a)       (i) The Borrower has taken all necessary action to authorize
the execution, delivery and performance of this Amendment, (ii) this Amendment
has been duly executed and delivered by the Borrower and (iii) this Amendment is
the legal, valid and binding obligation of the Borrower, enforceable against it
in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles.

         (b)       After giving effect to this Amendment, each of the
representations and warranties made by any Loan Party in or pursuant to the Loan
Documents is true and correct i