May 20, 1996


ASCOR, Incorporated.
47790 Westinghouse Drive
Fremont, CA  94539
Attention:  Jeffrey Lum, President

                  ASCOR,  Incorporated ("ASCOR") and Giga-tronics,  Incorporated
("Giga-tronics")   are   parties  to  that   certain   AGREEMENT   AND  PLAN  OF
REORGANIZATION (the  "Reorganization  Agreement") entered into as of the 2nd day
of May, 1996, by and among  Giga-tronics , ASCOR Acquisition Corp., a California
corporation and a wholly owned  subsidiary of Giga-tronics  ("Merger Sub"),  and
ASCOR. All capitalized  terms used but not defined herein shall have the meaning
ascribed to them in the Reorganization Agreement.

                  Pursuant  to  the  terms  of  the   Reorganization   Agreement
Giga-tronics  is to issue a maximum of  724,986  shares of  Giga-tronics  Common
Stock  in the  Merger.  Further  pursuant  to the  terms  of the  Reorganization
Agreement,  such issuance is to be not pursuant to a registration  under federal
securities laws, rather pursuant to an exemption  therefrom.  The Reorganization
Agreement also contemplates that at the Closing of the Merger  Giga-tronics will
enter into a Registration  Rights Agreement (in the form of Exhibit 10.01 to the
Reorganization  Agreement) with the former  shareholders  of ASCOR.  Pursuant to
Section  2.14 of the  Registration  Rights  Agreement  the  registration  rights
granted thereunder will not be available if the Giga-tronics Common Stock issued
in  the  merger  was  "issued  by  Giga-tronics  to  the  Holder  pursuant  to a
registration statement filed with the SEC".

                  Giga-tronics  believes it is in the interests of  Giga-tronics
and the combined  companies to issue the  Giga-tronics  Common Stock pursuant to
such a registration  statement.  Therefore,  Giga-tronics  now agrees to use its
best faith  efforts to file with the  Securities  and Exchange  Commission,  and
cause  the  effectiveness  under  federal  securities  law  of,  a  registration
statement  on Form S-4 (or such other form as may be  applicable)  covering  the
shares of Giga-tronics Common Stock to be issued in the Merger.

                  The  undersigned  hereby  agree that upon the issuance of such
Giga-tronics  Common Stock pursuant to an effective  registration  statement the
Registration  Rights Agreement will be of no force and effect and will therefore
not be delivered at the Closing.










                  Please  acknowledge  your  acceptance  and  agreement  to  the
foregoing by signing and returning a copy of this letter.

                                             Very truly yours,
                                             GIGA-TRONICS, INCORPORATED



                                             By:________________________________
                                             Name:
                                             Title:


ACCEPTED AND AGREED

ASCOR, INCORPORATED



By:________________________
Name:
Title: