EXHIBIT 10.7



                 SECOND AMENDED AND RESTATED SECURITY AGREEMENT,
                   INTERCREDITOR AGREEMENT, WAIVER AND CONSENT


          SECOND  AMENDED  AND  RESTATED   SECURITY   AGREEMENT,   INTERCREDITOR
AGREEMENT, WAIVER AND CONSENT ("Agreement"), dated March 7, 1996, as amended and
restated as of July 29, 1997 and as of August 31, 1999, among LOGIMETRICS, INC.,
a  Delaware  corporation  ("LogiMetrics"),   and  mmTech,  Inc.,  a  New  Jersey
corporation ("mmTech" and, together with LogiMetrics, the "Borrowers"), CERBERUS
PARTNERS, L.P., a Delaware limited partnership ("Cerberus"),  as the agent under
the Amended and Restated Security  Agreement and as a Holder (as defined below),
and Cramer Rosenthal McGlynn, LLC, as Agent (in such capacity,  the "Agent") for
itself  and the  Holders  listed on the  signature  page  hereto,  and any other
persons becoming Holders from time to time.

                                  INTRODUCTION

          Certain of the  Holders  listed on the  signature  page hereto are the
holders of all of the outstanding  Class A 13% Convertible  Senior  Subordinated
Pay-In-Kind  Debentures  due July 29,  1999 in the  principal  amounts set forth
opposite  their names on  Schedule  3(b) hereto  (together  with any  additional
debentures issued in lieu of cash interest  thereon,  the "Class A Debentures");
and

          Cerberus is the Holder of all of the outstanding  Amended and Restated
Class B 13% Convertible Senior Subordinated  Pay-In-Kind Debentures due July 29,
1999 (together with any  additional  debentures  issued in lieu of cash interest
thereon, the "Class B Debentures"); and

          Certain of the  Holders  listed on the  signature  page hereto are the
holders of all of the outstanding  Class C 13% Convertible  Senior  Subordinated
Debentures  due September 30, 1999 in the principal  amounts set forth  opposite
their names on Schedule 3(b) hereto  (together  with any  additional  debentures
issued in lieu of cash interest thereon,  the "Class C Debentures" and, together
with the Class A Debentures and the Class B Debentures, the "Debentures"); and

          The  obligations  of the Company under the Class A Debentures  and the
Class B Debentures are secured  pursuant to the terms of an Amended and Restated
Security Agreement,  dated March 7, 1996, as amended and restated as of July 29,
1997 (the  "Amended and  Restated  Security  Agreement"),  among the Company and
Cerberus, as Agent; and

          On the date  hereof,  certain of the Holders  listed on the  signature
page hereto are lending an aggregate  of $775,000 and may, in their  discretion,
advance an additional $225,000 to the Borrowers (the "Loans");  such Loans being
evidenced by Secured  Promissory Notes (the "Notes") in the aggregate  principal
amount of $1,000,000 and in the principal amounts set forth opposite their names
on Schedule 3(b) hereto; and

          The parties  hereto have agreed that Cerberus shall be relieved of any
obligations as agent under the Amended and Restated Security Agreement as of the
date hereof and that the Agent shall act as Agent  hereunder  and shall have the
rights and obligations expressly set forth herein.

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          As an  inducement  for making the Loans and  granting the consents and
waivers herein and as a condition precedent thereto,  the parties hereto wish to
amend and restate the terms of the Amended and  Restated  Security  Agreement as
provided  herein to, among other things,  (i) grant to the Agent for the benefit
of the Holders (as defined below)  security  interests in certain  collateral of
mmTech,  (ii) extend the security  interests created by the Amended and Restated
Security  Agreement to secure the  obligations  of the Company under the Class C
Debentures  and the  obligations  of the Borrowers  under the Notes as set forth
herein,  (iii)  provide for the relative  rights and  priorities  of payment and
security among the  Debentures and the Notes,  and (iv) evidence the waivers and
consents of the Holders of the Debentures  permitting the Loans and the security
interests herein extended;

          NOW, THEREFORE,  in consideration of the above premises and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties to this Agreement agree as follows:

          1. Definitions.

             1.1  Defined  Terms.  Capitalized  terms  in this  Agreement  shall
be defined as follows (and as defined elsewhere in this Agreement):

          "Agent" means Cramer Rosenthal  McGlynn,  LLC as agent for the Holders
pursuant to this Agreement, or such other Person as shall have been subsequently
appointed as a successor agent pursuant to this Agreement.

          "Bridge Holders" means the Holders, from time to time, of the Notes.

          "Bridge Majority Holders" means the Holders of  at least a majority in
aggregate principal amount of the Notes outstanding at the time of determination
of such majority.

          "Class A Holders" means the registered holders,  from time to time, of
the Class A Debentures.

          "Class A Majority Holders" means the registered  holders of at least a
majority in aggregate principal amount of the Class A Debentures  outstanding at
the time of determination of such majority.

          "Class B Holders" means the registered holders,  from time to time, of
the Class B Debentures.

          "Class B Majority Holders" means the registered  holders of at least a
majority in aggregate principal amount of the Class B Debentures  outstanding at
the time of determination of such majority.

          "Class C Holders" means the registered holders,  from time to time, of
the Class C Debentures.

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          "Class C Majority Holders" means the registered  holders of at least a
majority in aggregate principal amount of the Class C Debentures  outstanding at
the time of determination of such majority;  provided,  however, that Charles S.
Brand and any subsequent Holder of the Brand Debentures (as defined below) shall
not have the right to consent  or  withhold  consent to any action  taken by the
Class C Holders and provided,  further,  that, for purposes of  determining  the
amount of Class C  Debentures  outstanding  at any time,  all Class C Debentures
held by Charles S. Brand or any subsequent Holder of such Debentures  (including
any  replacements  thereof or substitutions  therefor) (the "Brand  Debentures")
shall be excluded.

          "Collateral"  means all  personal  property  and fixtures in which any
Borrower has or shall have an interest,  now or hereafter  existing,  created or
acquired,  and  wherever  located,  tangible or  intangible,  including  but not
limited to all present and hereafter existing or acquired  "accounts",  "general
intangibles",   "equipment",  "goods",  "inventory"  (including  raw  materials,
components,  work-in  process,  finished  merchandise  and packing and  shipping
materials),   "chattel  paper",   "documents",   "instruments"  and  "investment
securities"  (as those  terms are  defined in the UCC),  and  money,  documents,
securities,  deposits,  books and records  pertaining to  intangible  Collateral
regardless  of the form in which  records  are  maintained,  patents  and patent
rights,  trademarks,  copyrights,  credits,  claims and demands,  including  any
credits,  claims and demands against the Agent or any Holder,  and all proceeds,
products, returns, additions,  accessions and substitutions of and to any of the
foregoing.

          "Holders"  means,  collectively,  the  Class A  Holders,  the  Class B
Holders, the Class C Holders, the Bridge Holders, and any subsequent transferees
thereof.

          "Loan Documents" means,  collectively,  the Letter Agreement, dated of
even date  herewith,  among the Borrowers,  Charles S. Brand and the Agent,  the
Class A Debentures,  the Class B Debentures,  the Class C Debentures, the Notes,
this  Agreement  and any other  agreement,  assignment  or document  executed in
connection therewith.

          "Obligations" means all indebtedness,  obligations,  liabilities,  and
guarantees  of any kind of the  Borrowers  to the Agent or any  Holders  arising
under,  or in  connection  with the Loan  Documents,  now  existing or hereafter
arising, and whether direct or indirect, acquired outright,  conditionally or as
collateral  security from  another,  absolute or  contingent,  joint or several,
secured or unsecured,  due or not due,  contractual  or tortious,  liquidated or
unliquidated,  arising by  operation  of law or  otherwise,  whether or not of a
nature presently  contemplated by the parties or subsequently  agreed to by them
including,  without limitation, all principal,  interest,  expenses, other sums,
duties and obligations owing from time to time under the Loan Documents.

          "Priority  Amount"  means the  $1,500,000  aggregate  amount  actually
advanced to LogiMetrics by the original Holders of the Class C Debentures (other
than Charles S. Brand).

          "Senior Debt" means only the following (and no other  indebtedness  of
any kind or nature  whatsoever):  (i) the Company's  indebtedness  to the Senior
Lender under that certain the $2,000,000  Reduced and Extended  Revolving Credit
Note, dated as of July 2, 1999,  together with interest thereon (the "Facility")
and  (ii)  renewals,  extensions,   refinancings,   deferrals,   restructurings,

<PAGE>

amendments,  modifications and waivers of the Facility;  provided, however, that
the principal  amount of the Senior Debt shall not exceed the amount  authorized
in the Debentures.

          "Senior  Lender"  means  North  Fork  Bank  and any  successor  lender
permitted under the Debentures.

          "Special Majority" means,  collectively,  the Bridge Majority Holders,
the Class A  Majority  Holders,  the Class B  Majority  Holders  and the Class C
Majority Holders, each acting as a separate class.

          "UCC" means the Uniform  Commercial  Code as in effect in the State of
New York from time to time.

          1.2  Rules  of  Construction.  In  this  Agreement,  unless  specified
otherwise:

               a. "Any" means "any one or more";  "including"  means  "including
     without limitation"; "or" means "and/or".

               b. Singular words include plural, and vice versa.

               c.  Headings  are for  convenience  only,  and do not  affect the
     meaning of any provision;

               d. Reference to an agreement  includes reference to its permitted
     supplements, restatements, amendments and other modifications.

               e.  Reference  to a law includes  reference  to any  amendment or
     modification of the law and to any rules or regulations issued thereunder.

               f.  Reference to a person  includes  reference  to its  permitted
     successors and assigns in the applicable capacity.

               g.  Reference  to  a  Section,  Exhibit,  or  Schedule  signifies
     reference to a Section, Exhibit, or Schedule of this Agreement,  unless the
     context clearly indicates otherwise.

               h.  "Hereunder,"  "hereto,"  "hereof,"  "herein," and like words,
     refer to the  whole of this  Agreement  rather  than to a  particular  part
     hereof, unless the context clearly indicates otherwise.

          1.3  No  Strict  Construction.   The  parties  acknowledge  that  this
Agreement and the other Loan Documents have been prepared jointly, and shall not
be strictly construed against any party.

<PAGE>

          2. Grant of Security Interest.

             Each of the Borrowers  hereby grants to the Agent,  for its benefit
and  the  ratable  benefit  of  the Holders, a valid and binding second security
interest  (subject  to that pre-existing first priority security interest in the
Collateral held  by  the Senior  Lender  and  the security  interests  listed in
Schedule  3(c) attached  hereto) in, and assigns and pledges to the Agent,  for
its benefit and the benefit of the Holders, the  Collateral  as security for the
full  payment, performance,  and observance by the Borrowers of the Obligations.
Each Borrower hereby agrees to transfer and deliver to the Agent all  Collateral
which  the Agent is  required or  entitled  to  take  possession  of in order to
perfect the security interests, assignments and pledges therein.

          3. Warranties and Agreements. Each Borrower warrants and agrees that:

               (a)  Collateral  location  and use;  no  conflicts;  no  existing
defaults;  outstanding  indebtedness.  Its chief executive  offices and place of
business,  its financial books and records  relating to the Collateral,  and the
Collateral,  are located at its address for notices  contained  in Section 17 of
this Agreement,  except for certain  Collateral and/or records maintained at the
locations  specified  in Schedule  3(a)  attached  hereto as  described  in such
Schedule  3(a).  It will not relocate any of the  Collateral  from said location
without the proper written  consent of the Agent.  The Collateral was or will be
acquired  by it  solely  for  use in its  business  at  said  location,  and the
Collateral is not and shall not be used for any other use.

               The execution,  delivery and performance in accordance with their
respective terms by it of this Agreement, the Notes and the other Loan Documents
do not and (absent any change in any  applicable  law or  applicable  agreement,
understanding  or instrument to which it is a party or by which it or any of its
properties is bound) will not (a) require any consent, approval, registration or
notice to or with any  governmental  agency or any other  consent  or  approval,
including  any consent or approval  of its  stockholders,  other than those that
have been  obtained and are in full force and effect,  copies of which have been
provided to the Agent or (b) violate or  conflict  with,  result in a breach of,
constitute  a default  under,  or result in or require the  creation of any lien
upon any of its assets under,  (i) any  contract,  agreement,  understanding  or
instrument  to which it is a party  or by which it or any of its  properties  is
bound or (ii) any  applicable  law, rule or regulation,  other than  violations,
conflicts and defaults which (A) have been irrevocably waived, which waivers are
in full force and effect and copies of which have been provided to the Agent, or
(B) would not have a material  adverse  effect  upon its  ability to perform its
obligations  hereunder or result in the imposition of any material lien upon the
Collateral.

               No event or circumstance has occurred and is continuing as of the
date  hereof that  constitutes,  or with notice or passage of time or both would
constitute,  an event of default under any of the Senior Debt, the Debentures or
any of its other material indebtedness,  either before or after giving effect to
this  Agreement,  the Notes and the other Loan Documents,  and the  transactions
contemplated  hereby and  thereby,  other than other than  defaults or events of
default which have been irrevocably waived,  which waivers are in full force and
effect  and  copies of which have been  provided  to the  Agent,  and other than
defaults  which  would not have a material  adverse  effect  upon its ability to
perform its  obligations  hereunder or result in the  imposition of any material
lien upon the Collateral.

<PAGE>

               Set forth in Schedule  3(b) are the amounts,  classes and holders
of all of its  indebtedness  for borrowed  money,  together with the classes and
holders of all  outstanding  warrants to acquire its capital  stock;  all of its
outstanding  capital stock has been duly  authorized  and validly  issued and is
fully paid and non-assessable.

               (b) Existing liens, security interests,  and encumbrances.  It is
the legal owner of all interest in its Collateral and shall keep such Collateral
free and clear of  liens,  security  interests,  or  encumbrances,  and will not
assign, sell, mortgage,  lease, transfer,  pledge, grant a security interest in,
encumber or  otherwise  dispose of or abandon any part or all of the  Collateral
without  the prior  written  consent of the Agent,  except for (i) the sale from
time to time in the ordinary  course of its business of such items of Collateral
as may  constitute  all or part of its  business  inventory,  (ii) the  security
interests  granted herein (iii) that certain senior security interest granted by
it to the Senior  Lender to secure  the  Senior  Debt in an amount not to exceed
$3,000,000 and (iv) any other liens expressly  permitted under section  7(c)(ii)
of the  Debentures,  including  those  contained in the official  search reports
attached hereto as Schedule 3(c),  which,  to its best  knowledge,  are the only
existing liens on the Collateral.

               (c)  Taxes,  compliance  with  laws.  It will make due and timely
payment or deposit of all taxes,  assessments,  or contributions required by law
which may be lawfully  levied or assessed with respect to any of the  Collateral
and will execute and deliver to the Agent, on demand,  appropriate  certificates
attesting  to the timely  payment or deposit of all such taxes,  assessments  or
contributions. It will use the Collateral for lawful purposes only, and with all
reasonable  care  and  caution,  and in  conformity  with all  applicable  laws,
ordinances  and  regulations.  At its own  cost  and  expense  it will  keep the
Collateral in proper order, repair, and condition.

               (d) Inspection.  The Agent (and its designees) shall at all times
have  free  access  to and the  right  of  inspection  of any part or all of the
Collateral  and any of its  records  (and the right to make  extracts  from such
records), and it shall deliver to the Agent the originals or true copies of such
papers and  instruments  relating to any or all of the  Collateral as the Agent,
may request at any time.

               (e) Collateral to remain personal property. The Collateral is now
and shall be and remain personal property,  notwithstanding  the manner in which
the Collateral or any part thereof shall be now or hereafter  affixed,  attached
or  annexed  to real  property.  It will  obtain  and  deliver to the Agent such
instruments  as may be requested by the Agent  pursuant to which any person with
an  interest  in any real  estate  upon  which  any part of all of the  tangible
Collateral is now or may hereafter be located consents to the security  interest
granted herein,  disclaims any interest in the tangible  Collateral as fixtures,
waives in favor of the Agent (as agent and the Holders) all right to distrain or
levy upon the Collateral for rent due or to become due from it.

               (f) Insurance.  It, at its own cost and expense,  will insure the
Collateral  in the name of the Agent (as agent for the Holders) and, if required
under the documents  evidencing  the Senior Debt,  the Senior  Lender,  as their
respective  interests  may appear,  against  loss or damage by fire and extended
coverage, theft, burglary,  pilferage, bodily injury and such other risks as the
Agent may require,  with such  companies and in such amounts,  but not less than
the replacement value of tangible collateral, as may be required by the Agent at

<PAGE>

any time in its sole discretion.  All such policies shall (a) name the Agent (as
agent for the  Holders)  and, if required  under the  documents  evidencing  the
Senior  Debt,  the  Senior  Lender  as the sole loss  payees as to any  casualty
insurance and provide that no claim for loss or damage may be settled,  adjusted
or  comprised  without the prior  written  consent of the Agent and (b) name the
Agent (as agent for the Holders) as an "additional  insured" as to any liability
insurance.  All such policies shall further provide for 30 days' minimum written
notice of modification  or  cancellation  to the Agent,  together with duplicate
premium notices to the Agent,  and it shall deliver to the Agent the original or
duplicate policies, or certificates or other evidence satisfactory to the Agent,
of  compliance  with  the  foregoing  insurance   provisions.   It  assumes  all
responsibility and liability arising from the use of the Collateral,  either for
negligence or  otherwise,  by whomsoever  used,  employed or operated,  and will
defend,  indemnify  and save the Agent and the  Holders  (and  their  respective
officers,  directors,  employees,  and agents)  harmless from any and all claim,
loss or damage to persons or property caused by the Collateral or by its use and
operation.  The Agent may, but shall not be  obligated,  to pay any premium with
respect to any such insurance which it shall fail to timely pay.

               (g)  Maintain  security  interests,  reports.  In addition to all
other provisions hereof, it will from time to time at its sole expense,  perform
any and all  steps  and/or  procedures  requested  by the  Agent  at any time to
perfect and  maintain the Agent's (and the  Holders')  security  interest in the
Collateral,  including  but not limited to  transferring  any part or all of the
Collateral  to the Agent or any nominee of the Agent  including  delivering  the
collateral to warehouses,  placing and maintaining signs, appointing custodians,
executing and filing financing statements and notices of lien, delivering to the
Agent documents of title  representing  the Collateral or evidencing the Agent's
security  interest in any other manner acceptable to and requested by the Agent.
If requested by the Agent,  it will from time to time execute and deliver to the
Agent  assignments of accounts in form  satisfactory to the Agent, but should it
fail in any one or more instances to execute and deliver any such assignments of
accounts, such failure shall not constitute a waiver or limitation of the within
security interest in all of the Collateral (including said accounts) which shall
remain in full force and effect.

               At the  request of the Agent,  it shall  deliver to the Agent all
original  documents  evidencing  the sale and  delivery  of  merchandise  or the
performance  of labor or services  which created any account,  including but not
limited to all original contracts,  orders, invoices, bills of lading, warehouse
receipts and shipping  receipts,  together with all collateral  security  and/or
guarantees  or  other  contracts  of  suretyship  held by it in  respect  of the
accounts,  together with  assignments of any of the foregoing where requested by
the Agent.

               If at any time any part or all of the Collateral  shall be in the
possession  or control of any of its bailees,  agents,  or  processors,  it will
notify such persons of the Agent's and Holders'  security  interest  therein and
upon  the  Agent's  request,  it will  instruct  such  persons  to hold all such
Collateral  for the  Agent's  and  Holders'  account  and subject to the Agent's
instructions  and it will  obtain  and  deliver  to the Agent  such  instruments
requested by the Agent  pursuant to which such  persons  consent to the security
interest granted herein, disclaim any interest in the Collateral, waive in favor

<PAGE>

of the Agent and the Holders all liens upon and claims to the  Collateral or any
part  thereof,  and authorize the Agent at any time to enter upon and remove the
Collateral from any premises upon which the same may be located.

               (h)  Further  documentation.  It  shall,  at its  sole  cost  and
expense,  simultaneously herewith and upon the request of the Agent, at any time
and from time to time,  execute and  deliver to the Agent one or more  financing
statements  pursuant to the UCC, and any other papers,  documents or instruments
required by the Agent in connection herewith.  It hereby authorizes the Agent to
execute and file, at any time and from time to time, on its behalf,  one or more
financing  statements  with  respect to all or any part of the  Collateral,  the
filing of which is  advisable,  in the sole  judgment of the Agent and a Special
Majority,  pursuant  to the  law of the  State  of New  York or New  Jersey,  as
applicable,  although  the same  may have  been  executed  only by the  Agent as
secured   party.   It  also   irrevocably   appoints  the  Agent,   its  agents,
representatives and designees, as its agent and attorney-in-fact, to execute and
file,  from time to time, on its behalf,  one or more financing  statements with
respect to all or any part of the  Collateral,  and to take such other  steps as
the Agent and a Special Majority reasonably determine are necessary or desirable
to perfect its or the Holders' liens in any Collateral and exercise their rights
and remedies  under this Agreement and the other Loan  Documents,  including any
filings  deemed  necessary  or  advisable  under  federal  patent,  trademark or
copyright laws.

               (i) Bona fide accounts.  It warrants to the Agent and the Holders
that each of the account debtors  obligated on any account has legal capacity to
contract  and is indebted to it in the full  amount  indicated  in its books and
records and in any  assignments  executed and delivered to the Agent;  that each
account  is bona fide and  arises out of the sale and  delivery  of  merchandise
and/or the performance of labor or services.

               (j) Collection of accounts.  Upon and following the occurrence of
an event of default as hereinafter defined, all bills and statements sent to any
customer or any account  shall state that said account has been  assigned to the
Agent (as agent for the Holders) and is to be paid directly to the Agent at such
address as the Agent may designate. The Agent may endorse its name on all notes,
checks,  drafts,  bill of exchange,  money orders,  commercial paper of any kind
whatsoever,  and any other document or general intangible received in payment of
or in connection  with  accounts or  otherwise,  and the Agent or any officer or
employee thereof, is hereby irrevocably  constituted and appointed its agent and
attorney-in-fact for the foregoing purpose, and to receive,  open and dispose of
all mail  addressed to it, and to notify the Post Office  authorities  to change
the address for the delivery of mail addressed to it to such  address(es) as the
Agent may designate.  Any bank or trust company is hereby irrevocably authorized
to permit the Agent to deposit the  proceeds  of  accounts  so  endorsed  and to
withdraw the same without inquiry as to the  circumstances  of endorsement or as
to the  purpose of  withdrawal,  and  without  being  required to answer for the
application  by the Agent of the monies so withdrawn.  The proceeds of accounts,
received  by the  Agent,  shall be  applied  to the  Obligations  but  shall not
constitute payment thereof until so applied,  it being agreed that the order and
method of such  application  shall be in the  discretion of the Agent.  From and
after the  occurrence  of an event of  default,  any  proceeds  of an account or
general  intangible  received  by it shall be held in trust and paid over to the
Agent in the exact form  received,  duly  endorsed  to the order of the Agent if
payable to it.

<PAGE>

               (k) Settlement of accounts. The Agent is authorized and empowered
to compromise or extend the time for payment of any of the Collateral,  for such
amounts and upon such terms as the Agent may determine, and to accept the return
of goods represented by any of the Collateral,  all without notice to or consent
by it and without discharging or affecting its obligations hereunder.

               (l) Payment of debtor's obligations, reimbursement. The Agent may
in its discretion or at the direction of either the Bridge Majority Holders, the
Class A Majority  Holders,  the Class B Majority Holders or the Class C Majority
Holders (but the Agent shall have no obligation to), for its account and expense
(i) pay any  amount  or do any act  which is  required  to be paid or done by it
under this  Agreement  (including  but not limited to the repair and insuring of
Collateral  and  payment  of  taxes)  and  which it fails to do or pay as herein
required,  (ii) pay any sums due and owing by it to the landlord of any premises
where any Collateral is located,  and (iii) pay or discharge any lien,  security
interest or encumbrance in favor of anyone other than the Agent (or any Holders)
which covers or affects the  Collateral  or any part  thereof.  It will promptly
reimburse and pay the Agent (or any Holders) for any and all sums, costs,  fees,
and  expenses  which the Agent  (or any  Holders)  may pay or incur by reason of
defending,  protecting or enforcing the security  interest herein granted or the
priority  thereof or in enforcing  payment of the  Obligations or in discharging
any lien or claim against the Collateral or any part thereof or in the exchange,
collection,  compromise or settlement of any of the Collateral or receipt of the
proceeds thereof or for the care of the Collateral,  by litigation or otherwise,
and with respect to either it, its account  debtors,  its  guarantors  and other
persons,  including  but not  limited to all court  costs,  collection  charges,
travel, and reasonable  attorneys' fees and all reasonable  expenses  (including
reasonable  counsel fees)  incident to the  enforcement of payment of any of its
obligations by any action or participation  in, or in connection with, a case or
proceeding  under chapters 7, 11 or 13 of the Bankruptcy  Code, or any successor
statute thereto. All sums paid and all costs,  expenses and liabilities incurred
by the Agent (or any Holders)  pursuant to the  foregoing  provisions,  together
with  interest  thereon at any default rate in effect under the Loan  Documents,
shall be added to and become part of the Obligations secured hereby.

               (m) Comply with Loan  Documents.  It shall  comply with all terms
and conditions of the Loan Documents.

               (n) Stock Powers, Endorsements, Etc. It shall, from time to time,
upon request of the Agent, promptly execute such endorsements and deliver to the
Agent  such  stock  powers  and  similar  documents,  satisfactory  in form  and
substance to the Agent, with respect to any Collateral  constituting  investment
securities  under the UCC as the Agent may  reasonably  request and shall,  from
time to time,  upon  request  of the Agent,  promptly  transfer  any  investment
securities  which  are  part of the  Collateral  into  the  name of any  nominee
designated  by the Agent on the books of the  entity  issuing  such  securities;
provided,  however,  that the Agent  shall not be entitled to effect or demand a
transfer of such  Collateral  into the name of the Agent or the Agent's  nominee
without the  consent of the record  owner  thereof  unless and until an event of
default shall have occurred.

               Upon and  following  the  occurrence  of an event of  default  as
hereinafter defined,  promptly upon receipt thereof by the Borrowers and without

<PAGE>

any request  therefor by the Agent, all dividends and  distributions,  and other
proceeds of any  Collateral  constituting  investment  securities  under the UCC
shall be paid to and held by the Agent as additional Collateral.

               Upon and  following  the  occurrence  of an event of  default  as
hereinafter  defined,  promptly upon request of the Agent,  the Borrowers  shall
execute and deliver  such  consents  or proxies  and other  documents  as may be
necessary  to allow the Agent to exercise  any voting  power or other right with
respect to any  investment  securities  included  in the  Collateral;  provided,
however,  that unless an event of default shall have occurred and be continuing,
the Borrowers shall be entitled:

               (i) to exercise,  as the Borrowers  shall deem  appropriate,  all
          voting or other powers with respect to securities  pledged  hereunder;
          and

               (ii) to receive and retain for the Borrowers' own account any and
          all cash dividends paid in respect thereof.


          4. Transfer of Collateral.

             Upon and following  the   occurrence  of  an  event  of  default as
hereinafter  defined,  the Agent  may,  at the  direction  of either  the Bridge
Majority Holders,  the Class A Majority Holders, the Class B Majority Holders or
the Class C Majority  Holders,  whether or not any of the Obligations be due, in
its name or in the name of the Borrowers or otherwise, notify any account debtor
or the obligor on any instrument to make payment to the Agent,  demand, sue for,
collect or receive any money or property at any time  payable or  receivable  on
account of or in  exchange  for, or make any  compromise  or  settlement  deemed
desirable  by the Agent with  respect  to, any of the  Collateral,  but shall be
under no  obligation  to do so,  and/or the Agent,  acting at the direction of a
Special  Majority,  may  extend  the time of  payment,  arrange  for  payment in
installments,  or  otherwise  modify  the  terms  of,  or  release  any  of  the
Collateral,  without  thereby  incurring  responsibility  to, or  discharging or
otherwise  affecting any liability of, the Borrowers.  If at any time any Holder
should transfer its interest in any Debentures or the Notes, or the Agent should
resign and that resignation becomes effective as permitted under this Agreement,
that Holder or the Agent, as the case may be, shall be fully discharged from all
responsibility   to  the  Borrowers  with  respect  to  their  interest  in  the
Collateral.

          5. Defaults.

             The  occurrence  of any  one or more of the  following events shall
constitute an event of default by the Borrowers under this Agreement:

             (a) any "Event of Default" shall occur and be continuing  under any
of the Debentures or any other Loan Documents;

             (b) the Facility, or any renewal, extension, refinancing, deferral,
restructuring,   amendment  or  modification  thereof,  shall  have  expired  in
accordance  with its terms or shall be  terminated,  whether at  maturity,  upon
acceleration  of the  obligations  thereunder  or  otherwise,  and  all  amounts

<PAGE>

outstanding  thereunder shall not have been paid by the Borrowers at the time of
such expiration or termination;

             (c) if  any  warranty,  representation  or  statement  of fact made
herein or  furnished  to the Agent (or any  Holders) at any time by or on behalf
of  the  Borrowers  proves  to have  been  false in any  material  respect  when
made or furnished;

             (d) in the event of loss, theft,  substantial damage or destruction
of any  of the Collateral or the making of any levy on, seizure or attachment of
any of the Collateral;

             (e)  if  any  Borrower  fails  to  observe  or  perform  any of its
covenants   contained   herein,  and  such  failure  continues for 30 days after
receipt by such Borrower of notice thereof; or

             (f) if any  Borrower  shall execute or file a  certificate or other
instrument evidencing the legal change of its name or commence using a tradename
or change the address of its chief  executive  offices or any address  where any
Collateral is located or books and records are maintained without furnishing the
Agent at least 15 business days' prior written notice thereof.

          6. Remedies on Default.

          Upon the occurrence of an event of default  relating to the bankruptcy
or insolvency of any Borrower shall occur, all Obligations shall  automatically,
without notice or demand, be immediately due and payable; upon the occurrence of
any other  event of default  or at any time  thereafter,  the Agent may,  at the
direction of either the Bridge Majority  Holders,  the Class A Majority Holders,
the Class B Majority  Holders or the Class C Majority  Holders without notice to
or demand upon the Borrowers,  declare the Obligations  owed to the Holders,  as
applicable,  immediately  due and  payable and the Agent (for the benefit of the
Holders) shall have the following  rights and remedies in addition to all rights
and  remedies  of a secured  party under the  Uniform  Commercial  Code or other
applicable  statute or rule, in any jurisdiction in which  enforcement is sought
and all  other  rights  and  remedies  under any other  Loan  Document  or other
agreement  involving  the Agent and any  Borrower,  all such rights and remedies
being  cumulative  and not  exclusive,  and  exercisable in any order and in any
combination,  at the  direction  of the  Bridge  Majority  Holders,  the Class A
Majority Holders, the Class B Majority Holders or the Class C Majority Holders:

          (a) The Agent may  institute  proceedings  to collect all  Obligations
from the Borrowers or anyone else who may be responsible  for the payment of any
Obligations.

          (b) The Agent may, at any time and from time to time,  with or without
process of law and with or without the aid and assistance of others,  enter upon
any  premises in which the  Collateral  or any part  thereof may be located and,
without  resistance or  interference  by the Borrowers,  take  possession of the
Collateral;  and/or dispose of all or any part of the Collateral on any premises
of the Borrowers; and/or require the Borrowers to assemble and make available to
the Agent all or any part of the Collateral at any place and time  designated by
the Agent which is reasonably convenient to the Agent and the Borrowers;  and/or

<PAGE>

remove all or any part of the  Collateral  from any  premises  on which any part
thereof  may be located  for the purpose of  effecting  preservation  or sale or
other disposition  thereof;  and/or sell, resell,  lease, assign and deliver, or
otherwise  dispose  of,  the  Collateral  or any part  thereof  in its  existing
condition or following any commercially reasonable preparation or processing, at
public or private  proceedings,  in one or more parcels at the same or different
times  with or  without  having  the  Collateral  at the  place of sale or other
disposition  for cash,  upon credit or for future  delivery,  and in  connection
therewith the Agent may grant options, at such place or places and time or times
and to such persons,  firms or corporations as the Agent deems best, and without
demand for  performance or any notice or  advertisement  to the Borrowers of the
place  and time of any  public  sale or of the place  and time  after  which any
private sale or other  disposition may be made,  and/or  liquidate or dispose of
the Collateral or any part thereof in any other commercially reasonable manner.

          If any of the  Collateral  is sold by the  Agent  upon  credit  or for
future delivery,  the Agent shall not be liable for the failure of the purchaser
to purchase or pay for the same and, in the event of any such failure, the Agent
may resell such  Collateral.  The Borrowers hereby waive all equity and right of
redemption.  The Agent may buy any part or all of the  Collateral  at any public
sale and if any part of all of the  Collateral is of a type which is the subject
of widely  distributed  standard  price  quotations the Agent may buy at private
sale, all free from any equity or right of redemption which is hereby waived and
released  by the  Borrowers,  and  the  Agent  may  make  payment  therefor  (by
endorsement without recourse) in notes of any Borrower to the order of the Agent
in lieu of cash to the amount then due thereon which each Borrower hereby agrees
to accept.

          (c) The Agent (and any Holder  acting at the  direction  of the Bridge
Majority Holders,  the Class A Majority Holders, the Class B Majority Holders or
the Class C Majority Holders) may appropriate, set off and apply for the payment
of any or all of the Obligations for the ratable benefit of the Holders, any and
all balances, sums, property,  claims, credits,  deposits,  accounts,  reserves,
collections,  drafts,  notes, or other items or proceeds of the Collateral in or
coming into the  possession of the Agent or its agents and belonging or owing to
the Borrowers,  without notice to the Borrowers, and in such manner as the Agent
may in its sole discretion determine.

          (d)  Collect  accounts  receivable  and any  other  sums  owing to the
Borrowers  directly,  or  through  an agent or  designee,  or in the name of the
Borrowers.

          (e) Any of the proceeds of the  Collateral  received by the  Borrowers
shall not be  commingled  with other  property  of the  Borrowers,  but shall be
segregated,  held by the  Borrowers  in trust  for the  Agent  (as agent for the
Holders) as the exclusive property of the Agent (as agent for the Holders),  and
the Borrowers will immediately deliver to the Agent the identical checks, moneys
or other proceeds of Collateral received,  and the Agent shall have the right to
endorse  the name of the  Borrowers  on any and all  checks,  or other  forms of
remittance  received,  where such endorsement is required to effect  collection.
Each  Borrower  hereby  designates,  constitutes  and appoints the Agent and any
designee or agent of the Agent as attorney-in-fact of such Borrower, irrevocably

<PAGE>

and with power of substitution,  with authority to receive,  open and dispose of
all mail  addressed to such Borrower,  to notify the Post Office  authorities to
change the address for  delivery of mail  addressed  to such  Borrower,  to such
address as the Agent may designate;  to endorse the name of such Borrower on any
notes,  acceptances,  checks, drafts, money orders or other evidences of payment
or proceeds of the Collateral that may come into the Agent's possession; to sign
the name of such Borrower on any invoices,  documents,  drafts  against  account
debtors of such Borrower, assignments, requests for verification of accounts and
notices to debtors of such Borrower;  to execute any endorsements,  assignments,
or other  instruments  of conveyance  or transfer;  and to do all other acts and
things  necessary and advisable in the sole discretion of the Agent to carry out
and enforce this  Agreement.  All acts of said attorney or designee shall not be
liable for any acts of  commission  or omission nor for any error of judgment or
mistake of fact or law. This power of attorney being coupled with an interest is
irrevocable while any of the Obligations shall remain unpaid.

          (f)  The  Borrowers   understand  that  compliance  with  the  Federal
securities  laws,  applicable blue sky or other state securities laws or similar
laws  analogous in purpose or effect may strictly limit the course of conduct of
the Agent if the Agent  were to  attempt  to  dispose  of all or any part of the
Collateral  constituting  unregistered  investment securities and may also limit
the extent to which or the  manner in which any  subsequent  transferee  of such
Collateral may dispose of the same.  Accordingly,  each Borrower  agrees that IF
ANY COLLATERAL  CONSTITUTING  UNREGISTERED  INVESTMENT SECURITIES IS SOLD AT ANY
PUBLIC  OR  PRIVATE  SALE,  THE AGENT MAY ELECT TO SELL ONLY TO A BUYER WHO WILL
GIVE  FURTHER  ASSURANCES,  SATISFACTORY  IN FORM AND  SUBSTANCE  TO THE  AGENT,
RESPECTING  COMPLIANCE  WITH THE  REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND ANY AND ALL APPLICABLE STATE SECURITIES LAWS; AND A SALE SUBJECT TO
SUCH CONDITION SHALL BE DEEMED COMMERCIALLY REASONABLE.

          7. Liability Disclaimer.

          Under no  circumstances  whatsoever  shall the Agent or any  Holder be
deemed to assume any  responsibility  for or  obligation or duty with respect to
any part or all of the  Collateral,  of any  nature or kind  whatsoever,  or any
matter or  proceedings  arising out of or relating  thereto.  The Agent (and the
Holders)  shall not be  required  to take any  action of any kind to  collect or
protect any interest in the Collateral,  including but not limited to any action
necessary to preserve their,  or the Borrowers'  rights against prior parties to
any of the  Collateral.  The  Agent  (and the  Holders)  shall  not be liable or
responsible  in any way  for the  safekeeping,  care  or  custody  of any of the
Collateral,  or for any loss or damage  thereto,  or for any  diminution  in the
value thereof,  or for any act or default of any agent or bailee of the Agent or
the Borrowers, or of any carrier,  forwarding agency or other person whomsoever,
or for the  collection of any proceeds,  but the same shall be at the Borrowers'
sole risk at all times.  Each Borrower hereby releases the Agent and the Holders
from any claims, causes of action and demands at any time arising out of or with
respect to this Agreement or the  Obligations,  and any actions taken or omitted
to be taken by the Agent or any Holders with respect thereto,  and such Borrower
agrees to  defend  and hold the Agent  and the  Holders  harmless  from and with
respect to any and all such claims,  causes of action and  demands.  The Agent's
and the Holder's prior  recourse to any part of all of the Collateral  shall not
constitute  a condition of any demand for payment of the  Obligations  or of any
suit or other proceeding for the collection of the  Obligations.  This provision
is not intended to limit the Agent's  responsibility  to the Holders as provided
in Section 9.

<PAGE>

          8.  Application  of  Proceeds.  Upon the  occurrence  and  during  the
continuance  of an event or default (as  described  above),  the proceeds of any
sale of, or other  realization  upon, all or any part of the Collateral shall be
applied by the Agent in the following order of priorities, (subject to the prior
right, if any, of the holders of the Senior Debt to those proceeds):

          first,  to payment of the  reasonable  out-of-pocket  expenses of such
     sale or other realization,  including reasonable compensation to agents and
     counsel  for  the  Agent,  and  all  reasonable   out-of-pocket   expenses,
     liabilities  and  advances  incurred  or made by the  Agent  in  connection
     therewith,  and any other unreimbursed  expenses for which the Agent or any
     Holder is to be reimbursed  pursuant to this  Agreement or any provision of
     any of the other Loan Documents;

          second,  to  the  ratable  payment  of  accrued  but  unpaid  interest
     (including   post-petition  interest)  and  fees  constituting  Obligations
     pursuant to the Notes (but only in respect of the amounts actually advanced
     to the Borrowers by the Bridge Holders);

          third,  to the ratable  payment of unpaid  principal of the Notes (but
     only up to the amounts  actually  advanced to the  Borrowers  by the Bridge
     Holders);

          fourth,  to  the  ratable  payment  of  accrued  but  unpaid  interest
     (including   post-petition  interest)  and  fees  constituting  Obligations
     pursuant to the Class A Debentures and Class B Debentures;

          fifth,  to the  ratable  payment  of unpaid  principal  of the Class A
     Debentures and Class B Debentures;

          sixth,   to  the  ratable  payment  of  accrued  but  unpaid  interest
     (including   post-petition  interest)  and  fees  constituting  Obligations
     pursuant to the Class C Debentures (other than the Brand Debentures);

          seventh,  to the ratable  payment of unpaid  principal  of the Class C
     Debentures (other than the Brand Debentures);

          eighth,  to  the  ratable  payment  of  accrued  but  unpaid  interest
     (including   post-petition  interest)  and  fees  constituting  Obligations
     pursuant to the Brand Debentures;

          ninth,  to the  ratable  payment  of  unpaid  principal  of the  Brand
     Debentures;

          tenth, to the ratable payment of all other Obligations, until all such
     Secured Obligations shall have been paid in full; and

          finally,  to  payment  to the  Borrowers  or as a court  of  competent
     jurisdiction may direct, of any surplus then remaining from such proceeds.

The  Agent  may make distributions hereunder in cash or in kind or, on a ratable
basis, in any combination thereof.

          9. The Agent.

          9.1 Actions.  Unless a specific  provision of this Agreement  provides
that the Agent shall act only upon written  directions  or  instructions  from a
specific  percentage  thereof,  the Agent  shall be deemed to be  authorized  on
behalf of each Holder to act on behalf of such Holder under this  Agreement  and
any other Loan  Document  and,  in the  absence of written  instructions  from a
Special Majority  received from time to time by the Agent (with respect to which
the Agent agrees that it will, subject to the last two sentences of this section
9.1,  comply,  except as otherwise  advised by counsel,  to exercise such powers
hereunder  and  thereunder as are  specifically  delegated to or required of the
Agent by the terms  hereof  and  thereof,  together  with such  powers as may be
reasonably  incidental  thereto.  The Agent shall have no duty to  ascertain  or
inquire  as to the  performance  or  observance  of any of  the  terms  of  this
Agreement  or any other  Loan  Document  by the  Borrower.  By  accepting  their
Debentures or Notes,  as applicable,  each Holder shall be deemed to have agreed
to indemnify the Agent (which  agreement  shall survive any  termination of such
Holder's  percentage),  from and against any and all  liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements of any kind or nature  whatsoever which may at any time be imposed
on, incurred by, or asserted against the Agent in any way relating to or arising
out of this  Agreement,  the  Debentures,  the Notes or any other Loan Document,
including  the  reimbursement  of  the  Agent  for  all  out-of-pocket  expenses
(including  attorneys'  fees)  incurred by the Agent  hereunder or in connection
herewith or in enforcing the  Obligations of the Borrowers  under this Agreement
or any other Loan Document, in all cases as to which the Agent is not reimbursed
by the Borrowers; provided that no Holder shall be liable for the payment of any
portion of such liabilities,  obligations,  losses, damages, penalties, actions,
judgments,  suits,  costs,  expenses or  disbursements  determined by a court of
competent  jurisdiction  in a final  proceeding to have resulted solely from the
Agent's gross negligence or willful misconduct.  The Agent shall not be required
to take any action  hereunder or under any other Loan Document,  or to prosecute
or defend  any suit in  respect of this  Agreement  or any other Loan  Document,
unless the Agent is indemnified to its  reasonable  satisfaction  by the Holders
against loss,  costs,  liability  and expense.  If any indemnity in favor of the
Agent shall become impaired,  it may call for additional  indemnity and cease to
do the acts indemnified against until such additional indemnity is given.

          In the event that the Agent  following  the  occurrence of an event of
default hereunder receives instructions from either the Bridge Majority Holders,
the Class A  Majority  Holders,  the  Class B  Majority  Holders  or the Class C
Majority  Holders,  as the case may be, to take any  action to  foreclose  on or
otherwise  realize on the Collateral,  the other Majority Holders shall not give
any contrary  instruction to the Agent and, if any such instruction is given, it
shall have no force and effect.

          9.2 Exculpation. Neither the Agent nor any of its directors, officers,
partners, employees or agents shall be liable to any Holder for any action taken
or omitted to be taken by it under this Agreement, the Debentures,  the Notes or
any other Loan Document, or in connection herewith or therewith,  except for its
own willful  misconduct or gross negligence.  The Agent shall not be responsible

<PAGE>

to any Holder for any recitals, statements, representations or warranties herein
or in any certificate or other document delivered in connection  herewith or for
the   authorization,    execution,    effectiveness,    genuineness,   validity,
enforceability,  perfection,  collectibility,  or sufficiency of any of the Loan
Documents, the financial condition of the Borrowers or the condition or value of
any of the Collateral,  or be required to make any inquiry concerning either the
performance  or observance of any of the terms,  provisions or conditions of any
of the Loan Documents, the financial condition of the Borrowers or the existence
or possible  existence  of any  default or event of default.  The Agent shall be
entitled to rely upon advice of counsel  concerning  legal  matters and upon any
notice,  consent,  certificate,  statement  or writing  which it  believes to be
genuine and to have presented by a proper person.

          9.3  Resignation  of Agent.  The Agent may  resign as such at any time
upon at least thirty (30) days' prior notice to the  Borrowers  and all Holders,
such resignation not to be effective until a successor Agent is in place. If the
Agent at any time shall resign,  a Special  Majority may jointly appoint another
Holder as a successor Agent which shall thereupon become the Agent hereunder. If
within 30 days after the  retiring  Agent's  giving  notice of  resignation,  no
successor  Agent shall have been so appointed by a Special  Majority,  and shall
have accepted such  appointment,  then the retiring  Agent may, on behalf of the
Holders appoint as successor Agent hereunder a financial  institution  organized
under the laws of the United States and having a combined capital and surplus of
at least  $500,000,000.  Should the successor  Agent be a financial  institution
that,  in the  ordinary  course of its  business,  serves  as agent for  lending
facilities,  the Borrowers shall pay that successor Agent's  reasonable fees for
serving as successor  Agent.  Upon the  acceptance of any  appointment  as Agent
hereunder  by a  successor  Agent,  such  successor  Agent  shall be entitled to
receive from the retiring  Agent such  documents of transfer and  assignment  as
such successor Agent may reasonably request,  and shall thereupon succeed to and
become vested with all rights,  powers,  privileges,  and duties of the retiring
Agent,  and  the  retiring  Agent  shall  be  discharged  from  its  duties  and
obligations under this Agreement and the other Loan Documents.

          9.4  Replacement of Agent. A Special  Majority may at any time and for
any reason  replace the Agent with a successor  Agent jointly  selected by them,
upon at least ten days written  notice to the Borrowers  and the other  Holders.
Should the  successor  Agent be a financial  institution  that,  in the ordinary
course of its business,  serves as agent for lending  facilities,  the Borrowers
shall pay that successor  Agent's  reasonable fees serving as an agent. Upon the
acceptance of any  appointment  as Agent  hereunder by a successor  Agent,  such
successor  Agent  shall be entitled to receive  from the  terminated  Agent such
documents of transfer and  assignment  as such  successor  Agent may  reasonably
request,  and shall  thereupon  succeed to and become  vested  with all  rights,
powers,  privileges,  and duties of the retiring Agent, and the terminated Agent
shall be discharged from its duties and obligations under this Agreement and the
other Loan Documents.

          9.5  Obligations  Held by the  Agent.  The Agent  shall  have the same
rights and powers with respect to any  Debentures  or Notes held by it or any of
its  affiliates,  as any Holder and may  exercise the same as if it were not the
Agent.  Each of the Borrowers and the Holders hereby waives,  and each successor
to any  Holder  shall be deemed to waive,  any right to  disqualify  any  Holder
(including  Cerberus) from serving as the Agent or any claim against that Holder
for serving as Agent.

<PAGE>

          9.6 Copies,  etc. The Agent shall give prompt notice to each Holder of
each  notice or request  required or  permitted  to be given to the Agent by the
Borrower  pursuant to the terms of this Agreement.  The Agent will distribute to
each Holder each instrument and other Loan Document received for its account and
copies of all other  communications  received  by the Agent from a Borrower  for
distribution  to the Holders by the Agent in  accordance  with the terms of this
Agreement.  Notwithstanding  anything  herein  contained  to the  contrary,  all
notices to and  communications  with the Borrowers  under this Agreement and the
other Loan Documents shall be effected by the Holders through the Agent.

          9A. Cerberus.

          Cerberus  is herewith  delivering  to the Agent  executed  Form UCC-3s
assigning to the Agent for the benefit of Cerberus and the other  Holders all of
Cerberus's  right,  title  and  interest  in  and to  the  financing  statements
previously  filed on behalf of Cerberus in respect of LogiMetrics with the State
of New York and the County of Suffolk (the "Assignments").  Upon the delivery of
the  Assignments,  Cerberus shall be relieved of any further  responsibility  or
obligation  as Agent under the  Amended and  Restated  Security  Agreement.  For
purposes of Article 9 hereof, Cerberus shall be deemed to have resigned as Agent
pursuant  to Section 9.3 and to have been  replaced  as agent by the Agent,  all
effective as of the date hereof.  Notwithstanding the foregoing,  the provisions
of Article 9 hereof shall be deemed to apply to any actions taken by Cerberus as
agent under the Amended and Restated Security  Agreement on or prior to the date
hereof. Each of the parties hereto hereby releases Cerberus and its partners and
their   respective   officers,    directors,    managers,   employees,   agents,
representatives and equity interest holders  (collectively,  "Cerberus Parties")
from any and all claims, damages, liabilities, losses, actions, causes of action
or other claims of whatever kind or nature whatsoever, whether known or unknown,
contingent or liquidated,  arising on or prior to the date hereof as a result of
or out of Cerberus's  service as predecessor  Agent  ("Claims").  The Borrowers,
jointly and  severally,  shall  indemnify and hold harmless each of the Cerberus
Parties from any Claims that may be asserted against any of them.

          10. Release of Collateral.  Upon the  indefeasible  payment in full of
the Obligations,  the Agent shall,  upon the request of the Borrowers,  promptly
reassign and redeliver to the Borrowers the Collateral  which has not been sold,
disposed  of,  retained  or  applied by the Agent in  accordance  with the terms
hereof,  together with such endorsements,  stock powers and similar documents as
the Borrowers may reasonably request.  Such reassignment and redelivery shall be
without  warranty by or  recourse to the Agent,  except as to the absence of any
prior assignments by the Agent of its interest in the Collateral.

          In the event that LogiMetrics seeks to effect a sale of certain of the
Collateral,  and such sale would qualify as a sale  described in clause (iii) of
the third paragraph of the Notes (a "Qualifying  Sale"),  LogiMetrics shall have
the right to cause the Agent to  release  from the  security  interests  granted
hereby and to deliver to LogiMetrics  such portion of the Collateral as is being
disposed of pursuant to the Qualifying  Sale upon compliance with the procedures
contained in the  remainder  of this  paragraph.  In the event that  LogiMetrics
wishes to effect the release and delivery of such Collateral, LogiMetrics shall,
not less than five  business  days  prior to the  expected  closing  date of the
Qualifying  Sale (the  "Closing  Date")  deliver to the Agent and the  Holders a

<PAGE>

written  request  setting  forth the  expected  Closing Date and  describing  in
reasonable  detail the  Collateral to be sold in connection  with the Qualifying
Sale and the  expected  net  proceeds to be obtained as a result  thereof.  Such
request shall be accompanied by certified  resolutions of LogiMetrics'  Board of
Directors authorizing the Qualifying Sale and authorizing the application of the
proceeds therefrom as herein provided. The Agent shall release from the security
interests  granted  hereby and deliver to  LogiMetrics  or upon its order on the
Closing Date the Collateral to be conveyed in the  Qualifying  Sale upon receipt
by the Agent of evidence  reasonably  satisfactory  to it that (i) the holder of
any security interest in or lien on the Collateral ranking prior to the security
interests  granted to the Holders  hereby has released its security  interest or
lien to the extent  necessary to effect the Qualifying Sale and has consented to
the  application  of the net  proceeds of the  Qualifying  Sale as  contemplated
herein, and (ii) the Company has, out of the net proceeds thereof,  indefensibly
paid  or  provided  for the  indefeasible  payment  in  full of all  Obligations
outstanding  under  the  Notes.  In the  event  that  the  net  proceeds  of the
Qualifying Sale exceed the Obligations  outstanding under the Notes, such excess
shall be applied to the other Obligations  secured hereby in accordance with the
priorities  established  in Section 8. In order to evidence  the release of such
Collateral,  at the request of  LogiMetrics  and at its sole expense,  the Agent
shall  execute and deliver to  LogiMetrics  or upon its order such  instruments,
agreements, certificates or other documentation as LogiMetrics may request.

          11. Nonwaiver.

              No failure or delay on the part of the Agent in exercising  any of
its rights  and  remedies  hereunder  or  otherwise  shall  constitute  a waiver
thereof, and  no single or partial  waiver by the Agent of any  default or other
right  or  remedy  which  it  may  have  shall  operate as a waiver of any other
default,  right  or  remedy  or of the same default, right or remedy on a future
occasion.

          12. Waivers by Borrowers.

          Each  Borrower  hereby  waives  presentment,  notice of  dishonor  and
protest of all  instruments  included in or evidencing any of the Obligations or
the Collateral and any and all other notices and demands  whatsoever  (except as
expressly  provided herein) whether or not relating to such instruments.  In the
event of any litigation at any time arising with respect to any matter connected
with this Agreement or the Obligations,  each Borrower hereby waives any and all
defenses,  rights of setoff and rights to interpose counterclaims of any nature.
Each  Borrower  also waives any right to assert that the Agent or any Holder has
the duty to marshal  any assets in favor of such  Borrower or any other party or
against or in payment of any Obligations.

          13. Consent of the Holders.  The Class A Holders,  the Class B Holders
and the  Class  C  Holders  hereby  irrevocably  consent  to the  Loans  and the
extension of the security  interests to the Notes and the Class C Debentures  as
provided herein and to the  transactions  contemplated by the Loan Documents and
hereby  irrevocably  waive any  provisions of the  Debentures to the extent they
would  prohibit or conflict with the terms and  conditions of the Loan Documents
or would result in a default or an event of default under the  Debentures in the
event  that the Loans are made and the other  transactions  contemplated  by the
Loan Documents are consummated.

<PAGE>

          14. Modification.

              No provision hereof shall be modified,  altered  or limited except
by  a  written  instrument  expressly  referring  to  this  Agreement and to the
provision so modified or limited, and executed by the party to be charged.

          15. Binding Effect.

              This Agreement  and  all  Obligations  of  the Borrowers hereunder
shall be  binding upon the  successors or assigns of each  Borrower,  and shall,
together  with the rights and  remedies of the Agent and the Holders  hereunder,
inure  to  the  benefit  of  the  Agent  and  the  Holders  and their respective
successors  and assigns.

          16. Governing Law;  Consent to  Jurisdiction.  This Agreement shall be
governed  by the  internal  laws of the State of New York,  pursuant  to Section
15-1401 of the General Obligations Law of such state. Each Borrower  irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York and
the United States  District Court for the Southern  District of New York for the
purpose of any suit,  action,  proceeding or judgment relating to or arising out
of this Agreement and the transactions  contemplated hereby.  Service of process
in connection  with any such suit,  action or  proceeding  may be served on each
Borrower  anywhere  in the world by the same  methods as are  specified  for the
giving of notices under this Agreement.  Each Borrower  irrevocably  consents to
the jurisdiction of any such court in any such suit, action or proceeding and to
the  laying  of  venue in such  court.  Each  Borrower  irrevocably  waives  any
objection to the laying of venue of any such suit, action or proceeding  brought
in such courts and  irrevocably  waives any claim that any such suit,  action or
proceeding brought in any such court has been brought in an inconvenient forum.

          17. Notices. All notices, consents, requests, and other communications
under  this  Agreement  shall be in  writing  and shall be  effective:  (a) upon
delivery by hand; (b) one day after being deposited with a recognized  overnight
delivery  service;  or (c) three days after being deposited in the United States
mail,  first-class,  postage  prepaid,  registered or certified,  return receipt
requested  in each case  addressed  to any Holder at the  address of such Holder
indicated on the signature page hereof or, in the case of any subsequent Holder,
as  otherwise  notified to the  Borrowers,  and to the other  parties  hereto as
follows (or to such other  address as hereafter  may be designated in writing by
such party to the other party):

               If to LogiMetrics:

                           LogiMetrics, Inc.
                           50 Orville Drive
                           Bohemia, NY  11716
                           Attn:  President

                  If to mmTech:
                           mmTech, Inc.
                           611 Industrial Way West
                           Eatontown, NJ 07724
                           Attn:  President

<PAGE>

                  If to the Agent:

                           Cramer Rosenthal McGlynn, LLC
                           520 Madison Avenue
                           New York, NY  10022

          18. Severability.

          If any term of this Agreement shall be held to be invalid,  illegal or
unenforceable,  the  validity  of all  other  terms  hereof  shall  in no way be
affected thereby.

          19. No Jury Trial.

          Each of the parties  hereto hereby waives any right to request a trial
by jury in any  litigation  with  respect  to any aspect of this  Agreement  and
represents that it has consulted with counsel  specifically with respect to this
waiver.

          20. Counterparts.

          This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together  shall  constitute one and the same
instrument.

                  [Remainder of page intentionally left blank]

<PAGE>

          IN WITNESS  WHEREOF,  the parties  hereto have executed or caused this
Agreement to be executed as of the date first written above.


                                            LOGIMETRICS, INC.



                                            By:  /s/Norman M. Phipps
                                                 _________________________
                                                 Name:  Norman M. Phipps
                                                 Title: President and Chief
                                                        Operating Officer


                                            MMTECH, INC.



                                            By:  /s/Charles S. Brand
                                                 _________________________
                                                 Name: Charles S. Brand
                                                 Title: President


                                            CRAMER ROSENTHAL McGLYNN, LLC,
                                                    as Agent



                                            By:/s/Sam Beritela
                                               ___________________________
                                               Name: Sam Beritela
                                               Title: Vice President and
                                                      Chief Financial
                                                      Officer

<PAGE>
                                            CRAMER ROSENTHAL McGLYNN, INC.,


                                            By:  /s/Sam Beritela
                                                 __________________________
                                                 Name: Sam Beritela
                                                 Title: Vice President and
                                                        Chief Financial Officer



                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

                                            L.A.D. EQUITY PARTNERS, L.P.

                                            By:  Flint Investments, Inc.
                                                 Its General Partner



                                            By:  /s/Arthur J. Pergament
                                                 __________________________
                                                 Name: Arthur J. Pergament
                                                 Title: Vice President


                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291



                                            /s/Gerald B. Cramer
                                               _______________________________
                                               Gerald B. Cramer


                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

<PAGE>


                                            /s/Edward J. Rosenthal
                                            _______________________________
                                            Edward J. Rosenthal Profit
                                            Sharing Plan and Trust

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291


                                            CRM 1997 ENTERPRISE FUND, LLC


                                            By:  Cramer Rosenthal McGlynn, Inc.,
                                                 Its Managing Member



                                            By:  /s/Sam Beritela
                                                 _______________________________
                                                 Name: Sam Beritela
                                                 Title: Vice President and Chief
                                                        Financial Officer

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

                                            CRM PARTNERS, L.P.

                                            By:  Cramer Rosenthal McGlynn, Inc.,
                                                 Its General Partner



                                            By:  /s/Sam Beritela
                                                 _______________________________
                                                 Name: Sam Beritela
                                                 Title: Vice President and Chief
                                                        Financial Officer

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

<PAGE>

                                            CRM RETIREMENT PARTNERS, L.P.

                                            By:  Cramer Rosenthal McGlynn, Inc.,
                                                 Its General Partner


                                            By:  /s/Sam Beritela
                                                 _______________________________
                                                 Name: Sam Beritela
                                                 Title: Vice President and Chief
                                                        Financial Officer

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

                                            CRM MADISON PARTNERS, L.P.

                                            By:  Cramer Rosenthal McGlynn, Inc.,
                                                 Its General Partner



                                            By:  /s/Sam Beritela
                                                 _______________________________
                                                 Name: Sam Beritela
                                                 Title: Vice President and Chief
                                                        Financial Officer

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

<PAGE>

                                            CRM U.S. VALUE FUND, LTD.

                                            By:  Cramer Rosenthal McGlynn, Inc.,
                                                 Its General Partner



                                            By:  /s/Sam Beritela
                                                 _______________________________
                                                 Name: Sam Beritela
                                                 Title: Vice President and Chief
                                                        Financial Officer


                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291


                                            EURYCLEIA PARTNERS, L.P.

                                            By:  Marchessini & Dernisch, L.L.C.,
                                                 Its General Partner


                                            By:  /s/Rona Trokie
                                                 _______________________________
                                                 Name: Rona Trokie
                                                 Title: Vice President

                                            745 Fifth Avenue, Suite 1400
                                            New York, New York 10151
                                            Tel:  (212) 752-4300
                                            Fax:  (212) 752-4309

                                            A.C. ISRAEL ENTERPRISES, INC.



                                            By:  /s/Jay Howard
                                                 _______________________________
                                                 Name:  Jay Howard
                                                 Title:

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

<PAGE>

                                            CRM-EFO PARTNERS, L.P.

                                            By:  CRM-EFO Investments, LLC,
                                                 Its General Partner

                                            By:  Cramer Rosenthal McGlynn, Inc.,
                                                 Its Managing Member



                                            By:  /s/Sam Beritela
                                                 _______________________________
                                                 Name:  Sam Beritela
                                                 Title: Vice President and Chief
                                                        Financial Officer

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291



                                              /s/Richard S. Fuld, Jr.
                                              __________________________________
                                              Richard S. Fuld, Jr.

                                            By:  Cramer Rosenthal McGlynn, Inc.,
                                                 Attorney-in-Fact



                                            By:  /s/Sam Beritela
                                                 _______________________________
                                                 Name:  Sam Beritela
                                                 Title: Vice President and Chief
                                                        Financial Officer

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

<PAGE>

                                            PAMELA EQUITIES CORP.



                                            By:  /s/Gregory Manocherian
                                                 _______________________________
                                                 Name:  Gregory Manocherian
                                                 Title:

                                            3 New York Plaza
                                            18th Floor
                                            New York, New York 10004
                                            Tel:  (212) 837-4829
                                            Fax:  (212) 837-4938

                                            WHITEHALL PROPERTIES, LLC



                                            By:  /s/Gregory Manocherian
                                                 _______________________________
                                                 Name: Gregory Manocherian
                                                 Title:

                                            3 New York Plaza
                                            18th Floor
                                            New York, New York 10004
                                            Tel:  (212) 837-4829
                                            Fax:  (212) 837-4938


                                            KABUKI PARTNERS ADP, GP



                                            By:  /s/Gregory Manocherian
                                                 ________________________
                                                 Name: Gregory Manocherian
                                                 Title:

                                            3 New York Plaza
                                            18th Floor
                                            New York, New York 10004
                                            Tel:  (212) 837-4829
                                            Fax:  (212) 837-4938

<PAGE>

                                            MBF BROADBAND SYSTEMS, L.P.

                                            By:  MBF Broadband Systems, Inc.,
                                                 Its General Partner

                                            By:  /s/Mark B. Fisher
                                                 ________________________
                                                 Name:  Mark B. Fisher
                                                 Title:  President

                                            12 East 49th Street
                                            35th Floor
                                            New York, New York 10017
                                            Telephone:  (212) 339-2861
                                            Facsimile:  (212) 339-2834


                                            /s/Mark B. Fisher
                                            _____________________________
                                            Mark B. Fisher

                                            12 East 49th Street
                                            35th Floor
                                            New York, New York 10017
                                            Telephone:  (212) 339-2861
                                            Facsimile:  (212) 339-2834

                                            McGLYNN FAMILY PARTNERSHIP



                                            By:  /s/Ronald H. McGlynn
                                                 _______________________________
                                                 Name:  Ronald H. McGlynn
                                                 Title:  General Partner

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

<PAGE>


                                            /s/Fred M. Filoon
                                            _____________________________
                                            Fred M. Filoon

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291




                                            /s/Eugene A. Trainor, III
                                            _____________________________
                                            Eugene A. Trainor, III

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

                                            CERBERUS PARTNERS, L.P.

                                            By:  Cerberus Associates, L.L.C.,
                                                 Its General Partner

                                            By:  /s/Stephen Feinberg
                                                 ________________________
                                                 Name:  Stephen Feinberg
                                                 Title:  Managing Member

                                            450 Park Avenue
                                            28th Floor
                                            New York, New York 10022
                                            Telephone:  (212) 891-2100
                                            Facsimile:  (212) 421-2947

<PAGE>



                                            /s/Steven Dinetz
                                            __________________________________
                                            Steven Dinetz

                                            1034 Skyland Drive
                                            Zephyr Cove, Nevada 89448
                                            Tel:  (702) 588-0343
                                            Fax:  (702) 588-1433

                                            CRM 1998 ENTERPRISE FUND, LLC

                                            By:  Cramer Rosenthal McGlynn, Inc.,
                                                   Its Managing Member



                                            By:  /s/Sam Beritela
                                                 _______________________________
                                                 Name: Sam Beritela
                                                 Title: Vice President and
                                                        Chief Financial Officer

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291


                                            /s/Charles B. Brand
                                            _____________________________
                                            Charles S. Brand

                                            611 Industrial Way West
                                            Eatontown, New Jersey 07724
                                            Tel:  (732) 935-0853
                                            Fax:(732) 935-7151

<PAGE>


                                            /s/Gregory Manocherian
                                            _____________________________
                                            Gregory Manocherian

                                            135 Central Park West,
                                            Tower Southeast
                                            New York, New York 10023
                                            Tel:  (212) 799-3500
                                            Fax:  (212) 873-2877



<PAGE>

                                  SCHEDULE 3(a)


1.  20 Meridian Road
Eatontown, NJ 07724

2.  Mr. Dee's Long Term Storage
911 Lincoln Avenue
Holbrook, NY 11741


<PAGE>


       AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT,
                  INTERCREDITOR AGREEMENT, WAIVER AND CONSENT


          Amendment  No. 1, dated as of December 2, 1999 (this  "Amendment")  to
the Second Amended and Restated  Security  Agreement,  Intercreditor  Agreement,
Waiver And Consent  dated March 7, 1996,  as amended and restated as of July 29,
1997 and on or about August 31, 1999 (the "Agreement"), among LOGIMETRICS, INC.,
a  Delaware  corporation  ("LogiMetrics"),   and  mmTech,  Inc.,  a  New  Jersey
corporation ("mmTech" and, together with LogiMetrics,  the "Borrowers"),  Cramer
Rosenthal McGlynn, LLC, as Agent (in such capacity,  the "Agent") for itself and
the Holders listed on the signature pages hereto, and any other persons becoming
Holders from time to time.  Capitalized  terms used but not defined herein shall
have the meaning set forth in the Agreement.

          WHEREAS the Borrowers are presently indebted to the various Holders in
respect of certain Notes, Class A Debentures,  Class B Debentures and/or Class C
Debentures as defined in, subject to and secured by the Agreement (collectively,
the "Existing Indebtedness").

          WHEREAS the certain  Holders listed on Schedule A hereto (i) have made
additional loans to the Borrowers in the initial  aggregate  principal amount of
$175,000 (the "Initial New Loans"),  each in the amount set forth  opposite such
Holder's name on such revised Schedule A and (ii) wish to make from time to time
hereafter,  at each such Holder's  individual  discretion,  further loans in the
collective  aggregate principal amount not to exceed $825,000 (together with the
Initial  New Loans,  the "New  Loans"),  with each New Loan  evidenced  or to be
evidenced by a Supplemental  Negotiable Secured Senior  Subordinated  Promissory
Note  substantially  in the form attached hereto as Exhibit A (the "New Notes"),
and to be subject to and secured by the  Agreement on terms senior to all of the
Existing  Indebtedness  and senior to the rights,  preferences and priorities as
are  accorded to any of the  Existing  Indebtedness  under the  Agreement,  but,
subject to the prior rights,  preferences and priorities  accorded thereunder to
the Agent, solely in its capacity as Agent and not as a Holder;

          WHEREAS  the  parties  hereto wish to consent to the New Loans and the
New Notes,  agree  that the New Loans and the New Notes  shall be subject to and
secured by the Agreement,  senior to all of the Existing Indebtedness and senior
to the rights, preferences and priorities as are accorded to any of the Existing
Indebtedness under the Agreement, but, subject to the prior rights,  preferences
and priorities accorded thereunder to the Agent, solely in its capacity as Agent
and not as a Holder ; and

          WHEREAS  the  parties  hereto  wish to  memorialize  such  consent and
agreement by this Amendment,

          NOW, THEREFORE,  in consideration of the above premises and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto:

          1. Give  their  consent  to the New Loans to be  evidenced  by the New
Notes;

          2. Agree that the New Loans and the New Notes shall  hereafter  be and
shall be deemed to be subject to and secured by the Agreement,  ratably  ranking
senior to all of the Existing Indebtedness and senior to the rights, preferences
and  priorities  as are accorded to any of the Existing  Indebtedness  under the
Agreement, but, subject to the prior rights, preferences and priorities accorded
thereunder to the Agent, solely in its capacity as Agent and not as a Holder;

          3. Agree that the  Agreement is hereby  amended to reflect the consent
and agreements set forth herein above,  and that any  conflicting  provisions of
the Agreement are hereby superceded, but, solely to the extent necessary to give
effect to this Amendment; and.

          4. Further agree that, as amended hereby,  the Agreement is reaffirmed
and ratified and shall remain in full force and effect and, without limiting the
generality of the foregoing, each of the Borrowers hereby ratifies, restates and
reaffirms,  and hereby  grants  anew,  the  security  interest  set forth in the
Agreement to secure all of the Existing  Indebtedness  and the New Loans and New
Notes, in accordance with the terms of the Agreement as amended hereby.

          This Amendment may be executed in counterparts, each of which shall be
deemed an original and all of which together  shall  constitute one and the same
instrument.

                  [Remainder of page intentionally left blank]

<PAGE>

          IN WITNESS  WHEREOF,  the parties  hereto have executed or caused this
Agreement to be executed as of the date first written above.


                                           LOGIMETRICS, INC.



                                           By:  /s/ Norman M. Phipps
                                                ________________________________
                                                Name:  Norman M. Phipps
                                                Title: President and Chief
                                                       Operating Officer


                                           MMTECH, INC.



                                           By:  /s/Charles S. Brand
                                                ________________________________
                                                Name: Charles S. Brand
                                                Title:President


                                           CRAMER ROSENTHAL McGLYNN, LLC,
                                           as Agent



                                           By:/s/Sam Beritela
                                              __________________________________
                                              Name: Sam Beritela
                                              Title: Vice President and Chief
                                                     Financial Officer

<PAGE>

                                           CRAMER ROSENTHAL McGLYNN, INC.,



                                           By:  /s/Sam Beritela
                                                ________________________________
                                                Name: Sam Beritela
                                                Title: Vice President and Chief
                                                       Financial Officer

                                           520 Madison Avenue
                                           New York, New York 10022
                                           Tel:  (212) 838-3830
                                           Fax:  (212) 644-8291

                                           L.A.D. EQUITY PARTNERS, L.P.

                                           By:  Flint Investments, Inc.
                                                Its General Partner



                                           By:  /s/Arthur J. Pergament
                                                ________________________________
                                                Name: Arthur J. Pergament
                                                Title: Vice President

                                           520 Madison Avenue
                                           New York, New York 10022
                                           Tel:  (212) 838-3830
                                           Fax:  (212) 644-8291



                                           /s/Gerald B. Cramer
                                           ___________________________________
                                           Gerald B. Cramer

                                           520 Madison Avenue
                                           New York, New York 10022
                                           Tel:  (212) 838-3830
                                           Fax:  (212) 644-8291

<PAGE>



                                           /s/Edward J. Rosenthal
                                           ___________________________________
                                           Edward J. Rosenthal Profit Sharing
                                           Plan and Trust

                                           520 Madison Avenue
                                           New York, New York 10022
                                           Tel:  (212) 838-3830
                                           Fax:  (212) 644-8291

                                           CRM 1997 ENTERPRISE FUND, LLC

                                           By:  Cramer Rosenthal McGlynn, Inc.,
                                                 Its Managing Member



                                           By:  /s/Sam Beritela
                                                ________________________________
                                                 Name: Sam Beritela
                                                 Title: Vice President and Chief
                                                        Financial Officer

                                           520 Madison Avenue
                                           New York, New York 10022
                                           Tel:  (212) 838-3830
                                           Fax:  (212) 644-8291

                                           CRM PARTNERS, L.P.

                                           By:  Cramer Rosenthal McGlynn, Inc.,
                                                Its General Partner



                                           By:  /s/Sam Beritela
                                                ________________________________
                                                Name: Sam Beritela
                                                Title: Vice President and Chief
                                                       Financial Officer

                                           520 Madison Avenue
                                           New York, New York 10022
                                           Tel:  (212) 838-3830
                                           Fax:  (212) 644-8291

                                           CRM RETIREMENT PARTNERS, L.P.

                                           By:  Cramer Rosenthal McGlynn, Inc.,
                                                Its General Partner



                                           By:  /s/Sam Beritela
                                                ________________________________
                                                Name: Sam Beritela
                                                Title: Vice President and Chief
                                                       Financial Officer

                                           520 Madison Avenue
                                           New York, New York 10022
                                           Tel:  (212) 838-3830
                                           Fax:  (212) 644-8291

                                           CRM MADISON PARTNERS, L.P.

                                           By:  Cramer Rosenthal McGlynn, Inc.,
                                                Its General Partner



                                           By:  /s/Sam Beritela
                                                ________________________________
                                                Name: Sam Beritela
                                                Title: Vice President and Chief
                                                       Financial Officer

                                           520 Madison Avenue
                                           New York, New York 10022
                                           Tel:  (212) 838-3830
                                           Fax:  (212) 644-8291

<PAGE>

                                           CRM U.S. VALUE FUND, LTD.

                                           By:  Cramer Rosenthal McGlynn, Inc.,
                                                Its General Partner



                                           By:  /s/Sam Beritela
                                                ________________________________
                                                Name: Sam Beritela
                                                Title: Vice President and Chief
                                                       Financial Officer

                                           520 Madison Avenue
                                           New York, New York 10022
                                           Tel:  (212) 838-3830
                                           Fax:  (212) 644-8291

                                           EURYCLEIA PARTNERS, L.P.

                                           By:  Marchessini & Dernisch, L.L.C.,
                                                Its General Partner


                                           By:  /s/Rona Trokie
                                                ________________________________
                                                Name: Rona Trokie
                                                Title: Vice President

                                            745 Fifth Avenue, Suite 1400
                                            New York, New York 10151
                                            Tel:  (212) 752-4300
                                            Fax:  (212) 752-4309

                                            A.C. ISRAEL ENTERPRISES, INC.



                                            By:  /s/Jay Howard
                                                 _______________________________
                                                 Name:  Jay Howard
                                                 Title:

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

<PAGE>

                                            CRM-EFO PARTNERS, L.P.

                                            By:  CRM-EFO Investments, LLC,
                                                 Its General Partner

                                            By:  Cramer Rosenthal McGlynn, Inc.,
                                                 Its Managing Member



                                            By:  /s/Sam Beritela
                                                 _______________________________
                                                 Name:  Sam Beritela
                                                 Title: Vice President and Chief
                                                        Financial Officer

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291



                                            /s/Richard S. Fuld, Jr.
                                            ____________________________________
                                            Richard S. Fuld, Jr.

                                            By: Cramer Rosenthal McGlynn, Inc.,
                                                Attorney-in-Fact



                                            By:  /s/Sam Beritela
                                                 _______________________________
                                                 Name:  Sam Beritela
                                                 Title: Vice President and
                                                        Chief Financial Officer

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

<PAGE>

                                            PAMELA EQUITIES CORP.



                                            By:  /s/Gregory Manocherian
                                                 ______________________________
                                                 Name:Gregory Manocherian
                                                 Title:

                                            3 New York Plaza
                                            18th Floor
                                            New York, New York 10004
                                            Tel:  (212) 837-4829
                                            Fax:  (212) 837-4938

                                            WHITEHALL PROPERTIES, LLC



                                            By:  /s/Gregory Manocherian
                                                 ______________________________
                                                 Name: Gregory Manocherian
                                                 Title:

                                            3 New York Plaza
                                            18th Floor
                                            New York, New York 10004
                                            Tel:  (212) 837-4829
                                            Fax:  (212) 837-4938


                                            KABUKI PARTNERS ADP, GP



                                            By:  /s/Gregory Manocherian
                                                 _________________________
                                                 Name: Gregory Manocherian
                                                 Title:

                                            3 New York Plaza
                                            18th Floor
                                            New York, New York 10004
                                            Tel:  (212) 837-4829
                                            Fax:  (212) 837-4938

<PAGE>

                                            MBF BROADBAND SYSTEMS, L.P.

                                            By:  MBF Broadband Systems, Inc.,
                                                 Its General Partner

                                            By:  /s/Mark B. Fisher
                                                 _______________________________
                                                 Name:  Mark B. Fisher
                                                 Title:  President

                                            12 East 49th Street
                                            35th Floor
                                            New York, New York 10017
                                            Telephone:  (212) 339-2861
                                            Facsimile:  (212) 339-2834




                                            /s/Mark B. Fisher
                                            ____________________________________
                                            Mark B. Fisher

                                            12 East 49th Street
                                            35th Floor
                                            New York, New York 10017
                                            Telephone:  (212) 339-2861
                                            Facsimile:  (212) 339-2834

                                            McGLYNN FAMILY PARTNERSHIP



                                            By:  /s/Ronald H. McGlynn
                                                 _______________________________
                                                 Name:  Ronald H. McGlynn
                                                 Title:  General Partner

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

<PAGE>


                                            /s/Fred M. Filoon
                                            ____________________________________
                                            Fred M. Filoon

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291




                                            /s/Eugene A. Trainor, III
                                            ____________________________________
                                            Eugene A. Trainor, III

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

                                            CERBERUS PARTNERS, L.P.

                                            By:  Cerberus Associates, L.L.C.,
                                                 Its General Partner

                                            By:  /s/Stephen Feinberg
                                                 _______________________________
                                                 Name:  Stephen Feinberg
                                                 Title: Managing Member

                                            450 Park Avenue
                                            28th Floor
                                            New York, New York 10022
                                            Telephone:  (212) 891-2100
                                            Facsimile:  (212) 421-2947

<PAGE>


                                            /s/Steven Dinetz
                                            ____________________________________
                                            Steven Dinetz

                                            1034 Skyland Drive
                                            Zephyr Cove, Nevada 89448
                                            Tel:  (702) 588-0343
                                            Fax:  (702) 588-1433

                                            CRM 1998 ENTERPRISE FUND, LLC

                                            By: Cramer Rosenthal McGlynn, Inc.,
                                                Its Managing Member



                                            By:  /s/Sam Beritela
                                                 ______________________________
                                                 Name: Sam Beritela
                                                 Title: Vice President and Chief
                                                        Financial Officer

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291




                                            /s/Charles S. Brand
                                            ____________________________________
                                            Charles S. Brand


                                            611 Industrial Way West
                                            Eatontown, New Jersey 07724
                                            Tel:  (732) 935-0853
                                            Fax:(732) 935-7151

<PAGE>



                                            /s/Gregory Manocherian
                                            ____________________________________
                                            Gregory Manocherian

                                            135 Central Park West,
                                            Tower Southeast
                                            New York, New York 10023
                                            Tel:  (212) 799-3500
                                            Fax:  (212) 873-2877




<PAGE>

<TABLE>
<CAPTION>

                                             Schedule A

---------------------------------------------- ------------------------------------ ------------------------------
<S>              <C>                                   <C>                                  <C>
                 Note Holder                           New Initial Notes                    Additional New Notes*

---------------------------------------------- ------------------------------------ ------------------------------
Pamela Equities Corp.                                    $ 26,250
---------------------------------------------- ------------------------------------ ------------------------------
A.C. Israel Enterprises, Inc.                              18,600
---------------------------------------------- ------------------------------------ ------------------------------
Gerald B. Cramer                                           18,600
---------------------------------------------- ------------------------------------ ------------------------------
CRM 1997 Enterprise Fund, LLC                              17,100
---------------------------------------------- ------------------------------------ ------------------------------
Whitehall Properties, LLC                                  15,000
---------------------------------------------- ------------------------------------ ------------------------------
CRM Partners, L.P.                                         20,400
---------------------------------------------- ------------------------------------ ------------------------------
CRM Retirement Partners, L.P.                               8,250
---------------------------------------------- ------------------------------------ ------------------------------
CRM Madison Partners, L.P.                                  8,250
---------------------------------------------- ------------------------------------ ------------------------------
L.A.D. Equity Partners, L.P.                                    0
---------------------------------------------- ------------------------------------ ------------------------------
CRM-EFO Partners, L.P.                                      4,650
---------------------------------------------- ------------------------------------ ------------------------------
Gregory Manocherian                                         3,750
---------------------------------------------- ------------------------------------ ------------------------------
CRM U.S. Value Fund, Ltd.                                   2,850
---------------------------------------------- ------------------------------------ ------------------------------
Edward J. Rosenthal, Keogh                                  1,800
---------------------------------------------- ------------------------------------ ------------------------------
Fred M. Filoon                                              1,800
---------------------------------------------- ------------------------------------ ------------------------------
McGlynn Family Partnership, L.P.                            1,800
---------------------------------------------- ------------------------------------ ------------------------------
Eugene A. Trainor, III                                        900
---------------------------------------------- ------------------------------------ ------------------------------
Cereberus Partners, L.P.                                   25,000
---------------------------------------------- ------------------------------------ ------------------------------

TOTAL                                                    $175,000                             $825,000
---------------------------------------------- ------------------------------------ ------------------------------
</TABLE>

--------
*  To be advanced from time to time at each Holder's discretion.


<PAGE>

                                                                       EXHIBIT A



                                     FORM OF
                         SUPPLEMENTAL NEGOTIABLE SECURED
                       SENIOR SUBORDINATED PROMISSORY NOTE



$_____________
                                                       Final Maturity Date:
                                                       March 7, 2000


FOR VALUE RECEIVED, LogiMetrics, Inc., a Delaware corporation, and mmTech, Inc.,
a New Jersey  corporation  (collectively,  the  "Makers"),  hereby  jointly  and
severally  promise to pay to the order of  _____________,  or its successors and
assigns  (the  "Holder"),  at  ______________  or at such other  location as the
Holder  may  designate  from time to time,  the sum of  ________________________
Dollars  ($___________),  or such lesser  amount as may be  advanced  hereunder,
together with interest  thereon at the rate of 13% per annum, in lawful money of
the United States of America on or before June 2, 2000, or on demand at any time
upon or during the continuance of an Event of Default as defined in the Security
Agreement (as defined below), with or without demand as provided in the Security
Agreement.  The  obligations  of the Makers are joint and several and the Holder
may proceed to collect the full amount owed  hereunder from either Maker whether
or not proceeding against the other.

          If the Holder  fails to pay any amount  hereunder  when due,  interest
shall  thereafter  accrue  on such  overdue  amount at the rate of 16% per annum
until paid in full.  Interest  hereunder  shall be  calculated on the basis of a
360-day year for the actual number of days elapsed.

          The  Makers  may  prepay  this Note at any time,  in whole or in part,
without  premium or penalty.  The Makers  shall  prepay this Note in full within
five (5) Business Days after the  consummation of (i) any public or private sale
by either Maker of its debt or equity securities or securities  convertible into
or exchangeable  for its debt or equity  securities,  (ii) any permanent loan or
other credit  facility  obtained by either Maker from a bank or other  financial
institution,  or (iii) any sale by either Maker of all or  substantially  all of
its assets to a third party which results, in each such case, in net proceeds to
the Makers  (after all related  fees and  expenses)  of at least  Three  Million
Dollars ($3,000,000).  As used herein,  "Business Day" means a day, other than a
Saturday or Sunday,  on which commercial banks in New York City are open for the
general transaction of business.

          The Makers shall pay to the Holder the reasonable  attorneys' fees and
disbursements and all other  out-of-pocket costs incurred by the Holder in order
to collect amounts due and owing under this Note. All payments received shall be
applied,  first, to the costs of collection,  second,  to unpaid  interest,  and
third, to principal.

<PAGE>

          No delay or failure on the part of the Holder in exercising any power,
right or remedy hereunder shall operate as a waiver of any such power,  right or
remedy;  nor shall any single or partial exercise of any power,  right or remedy
preclude any other or further  exercise of such power,  right or remedy,  or the
exercise of any other power,  right or remedy, and no waiver whatsoever shall be
valid  unless in  writing,  signed by the  Holder,  and then only to the  extent
expressly set forth therein.  No remedy is exclusive of any other remedy and all
remedies shall be cumulative to the maximum extent  permitted by applicable law.
Each Maker hereby waives presentment,  demand for payment,  diligence, notice of
dishonor  and all other  notices  or demands in  connection  with the  delivery,
acceptance, performance, default or endorsement of this Note.

          This Note is one of the new New Notes  referred to in Amendment No. 1,
dated on or about the date hereof,  to the Second Amended and Restated  Security
Agreement,  Intercreditor Agreement, Waiver and Consent, dated March 7, 1996, as
amended and restated as of July 29, 1997 and on or about August 31, 1999,  among
the Makers, Cramer Rosenthal McGlynn, LLC, as Agent (the "Agent"), and the other
parties thereto, (as amended by such Amendment No. 1, the "Security  Agreement")
and is secured by the  Collateral  (as defined in the Security  Agreement).  The
Security  Agreement  grants  the  Agent on behalf  of the  Holder  and the other
parties  thereto  certain  rights with  respect to the  Collateral  upon certain
defaults  specified therein and sets forth the related  priorities of the Holder
and the other parties thereto with regard to such Collateral.

          This Note shall be  binding  upon each  Maker and its  successors  and
assigns.  This Note shall be governed by, and construed in accordance  with, the
internal  laws of the  State of New York  pursuant  to  Section  15-1402  of the
General  Obligations Law of such state.  Each Maker  irrevocably  submits to the
exclusive  jurisdiction  of the  courts of the State of New York and the  United
States  District Court for the Southern  District of New York for the purpose of
any suit,  action,  proceeding  or  judgment  relating to or arising out of this
Note.  Service of process in connection with any such suit, action or proceeding
may be served on the Makers  anywhere in the world by any method  authorized  by
law. Each Maker  irrevocably  consents to the  jurisdiction of any such court in
any such suit,  action or  proceeding  and to the laying of venue in such court.
Each Maker  irrevocably  waives any objection to the laying of venue of any such
suit,  action or proceeding  brought in such courts and  irrevocably  waives any
claim that any such  suit,  action or  proceeding  brought in any such court has
been brought in an inconvenient forum.

          No modification, alteration, waiver or change of any of the provisions
hereof  shall be  effective  unless in writing  and signed by each Maker and the
Holder and, then, only to the extent set forth in such writing.

                  [Remainder of page intentionally left blank]

<PAGE>

ATTEST:                                     LOGIMETRICS, INC.



_____________________                       ____________________________________
Name:                                       By: Norman M. Phipps
                                            Title: President


ATTEST:                                     MMTECH, INC.



_____________________                       ____________________________________
Name:                                       By: Norman M. Phipps
                                            Title: Assistant Secretary

Dated:  December __, 1999

<PAGE>




       AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT,
                  INTERCREDITOR AGREEMENT, WAIVER AND CONSENT


          Amendment No. 2, dated as of February 17, 2000 (this  "Amendment")  to
the Second Amended and Restated  Security  Agreement,  Intercreditor  Agreement,
Waiver And Consent dated March 7, 1996, as previously amended and restated as of
July 29,  1997 and on or about  August  31,  1999,  and as  further  amended  by
Amendment No. 1 thereto,  dated as of December 2, 1999 (the "Agreement"),  among
LOGIMETRICS,  INC., a Delaware corporation ("LogiMetrics"),  and mmTech, Inc., a
New  Jersey   corporation   ("mmTech"  and,  together  with   LogiMetrics,   the
"Borrowers"),  Cramer Rosenthal  McGlynn,  LLC, as Agent (in such capacity,  the
"Agent") for itself and the other Holders listed on the signature  pages hereto,
and any other  persons  becoming  Holders  from time to time.  Pursuant  to this
Amendment,  SIGNAL TECHNOLOGY CORPORATION, a Delaware corporation ("Signal"), is
hereby added as a Holder party hereto, as hereinafter set forth, effective as of
the Effective  Date, as  hereinafter  defined).  Capitalized  terms used but not
defined herein shall have the meaning set forth in the Agreement.

          WHEREAS the Borrowers are presently indebted to the various Holders in
respect of certain Notes, Class A Debentures,  Class B Debentures and/or Class C
Debentures as defined in, subject to and secured by the Agreement (collectively,
the "Junior Indebtedness");

          WHEREAS, in addition,  the certain Holders listed on Schedule A hereto
have made and, subject to this Amendment and certain related undertakings by the
Borrowers  and  Signal,  intend  to make  additional  loans  from to time in the
aggregate principal amount of $1,000,000 (the "Legacy Loans", which are the same
as the "New  Loans" as  defined in  Amendment  No. 1 to the  Agreement),  in the
principal  amounts set forth opposite each Holders name on such Schedule A, each
Legacy Loan being or to be evidenced by a Supplemental Negotiable Secured Senior
Subordinated  Promissory  Note  substantially  in the form  attached  hereto  as
Exhibit A (the "Legacy Notes",  which are the same as the "New Notes" as defined
in Amendment No. 1 to the  Agreement) and secured by and subject to the terms of
the Agreement;

          WHEREAS,  simultaneously  herewith,  the  LogiMetrics  and  Signal are
entering into (i) a Letter of Intent (the "Signal Letter of Intent") pursuant to
which the parties intend to consummate a reverse  merger of  LogiMetrics  into a
wholly-owned  subsidiary  of Signal,  (ii) a Loan  Agreement  (the  "Signal Loan
Agreement")  pursuant to which Signal will make loans to  LogiMetrics  up to the
aggregate  principal  amount of $2,000,000 (the "Signal  Loans"),  $1,000,000 of
which is to be advanced on or about the date hereof and the  remainder  is to be
advanced  from time to time  thereafter,  pursuant to and  evidenced by a single
Negotiable  Secured  Senior  Subordinated   Promissory  Note  in  the  aggregate
principal  amount of $2,000,000,  substantially  in the form attached  hereto as
Exhibit B (the  "Signal  Note"),  with such  Signal  Loans and Signal Note to be
secured by the  Agreement  (as  hereby  amended)  on terms  senior to the Junior
Indebtedness  and to the rights,  preferences  and priorities as are accorded to
any of the Junior Indebtedness under the Agreement, pari passu and pro rata with
the Legacy Loans and to the rights,  preferences  and priorities as are accorded
to the  Legacy  Loans  under the  Agreement,  and junior to any  amounts  now or

<PAGE>

hereafter  owing to the  Agent,  solely  in its  capacity  as Agent and not as a
Holder,  and to the rights,  preferences  and priorities as are accorded to such
indebtedness under the Agreement,  and (iii) a Management Agreement (the "Signal
Management   Agreement")  pursuant  to  which  Signal  will  immediately  assume
management of substantially all of the business assets of LogiMetrics located in
Bohemia,  New York (as set forth in the Signal  Management  Agreement,  the "New
York  Business  Assets")  and will  relocate  the New York  Business  Assets  to
Florida,  and Signal shall have rights under the Signal Management Agreement and
the Signal Loan Agreement to acquire the New York Business  Assets under certain
circumstances if the above-referenced reverse merger is not consummated;

          WHEREAS,  subject to the terms and conditions of this  Amendment,  the
parties hereto wish to (i) waive all existing Events of Default under the Junior
Indebtedness  and the Legacy  Loans,  (ii)  consent to the Signal  Loans and the
Signal  Note,  and agree that the Signal  Loans and the  Signal  Notes  shall be
subject to and secured by the Agreement  (as amended  hereby) on terms senior to
the Junior  Indebtedness  and to the rights,  preferences  and priorities as are
accorded to any of the Junior  Indebtedness under the Agreement,  pari passu and
pro rata with the Legacy Loans and to the rights,  preferences and priorities as
are accorded to the Legacy Loans under the Agreement,  and junior to any amounts
now or hereafter owing to the Agent,  solely in its capacity as Agent and not as
a Holder,  and to the rights,  preferences and priorities as are accorded to the
such  indebtedness  under the Agreement,  (iii) consent to the Signal Management
Agreement,  including,  without  limitation,  the provisions  therein (or in the
Signal Loan Agreement) for the management,  relocation and acquisition by Signal
of the New York Business Assets and, in connection  therewith,  agree to release
the Agent's lien and  security  interest in the New York  Business  Asset in the
event that Signal acquires the same pursuant to such provisions; and

          WHEREAS the parties hereto wish to memorialize such waivers,  consents
and agreements by this Amendment,

          NOW, THEREFORE,  in consideration of the above premises and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged,  and  subject  to the terms  and  conditions  hereof,  each of the
parties hereto, effective as of the Effective Date (defined below), hereby:

          1. Waives all existing Events of Default under the Junior Indebtedness
and the Legacy Loans,  including any occasioned by the entry by LogiMetrics into
the Signal Letter of Intent, the Signal Loan Agreement,  the Signal Note and the
Signal Management  Agreement,  and the other documents referred to therein to be
entered into simultaneously therewith (the "Signal Transaction Documents");

          2. Gives its consent to the Signal Loans to be issued  pursuant to the
Signal Loan  Agreement  and to be evidenced by the Signal  Note,  provided  that
Signal does becomes, and by its signature below Signal hereby agrees to and does
become,  a party to the  Agreement  as a Holder with respect to the Signal Loans
and  accepts  and agrees to be bound by all of the terms and  conditions  of the
Agreement  (as amended  hereby)  and,  without  limiting the  foregoing,  hereby
unconditionally  appoints the Agent as its agent under and pursuant to the terms
of the Agreement for all purposes of thereof;

<PAGE>

          3. Agrees that the Signal Loans and the Signal Note shall hereafter be
and shall be deemed to be subject  to and  secured  by the  Agreement,  and with
respect  to  the  Collateral  shall  rank  (a)  senior  to  all  of  the  Junior
Indebtedness  and to the rights,  preferences  and priorities as are accorded to
any of the Junior Indebtedness under the Agreement,  (b) pari passu and pro rata
with the Legacy  Loans and to the  rights,  preferences  and  priorities  as are
accorded  to any of the Legacy  Loans  under the  Agreement,  and (c) junior and
subject to any amounts now or hereafter owing by the Borrowers or any of them to
the  Agent  under  the  Agreement,  solely in its  capacity  as Agent  under the
Agreement and not as a Holder, and to the rights,  preferences and priorities as
are accorded to such indebtedness under the Agreement ;

          4. Gives its consent to  management by Signal of the New York Business
Assets, the relocation by Signal of the New York Business Assets to Florida, and
the acquisition by signal of the New York Business  Assets,  all pursuant to the
terms of the Signal Management  Agreement and/or the Signal Loan Agreement,  and
hereby  further  agrees  that  the lien and  security  interest  in the New York
Business  Assets  arising  under the Agreement  shall be and be deemed  released
without  further action upon the  acquisition by Signal of the New York Business
Assets in accordance  with the terms of the Signal  Management  Agreement or the
Signal  Loan  Agreement,  provided  that,  until  such time as  Signal  actually
acquires  title to the New York  Business  Assets  pursuant  to the terms of the
Signal Management Agreement or the Signal Loan Agreement, LogiMetrics and Signal
shall take all actions necessary or reasonably  requested by the Agent to ensure
the continued  perfection at all times of the lien and security  interest of the
Agent in the New York  Business  Assets,  including  the execution and filing of
appropriate UCC financing statements in Florida and the separate  identification
and  non-commingling  with Signal's own assets of the New York Business  Assets,
and (subject to Signal's rights under the Signal Management Agreement and Signal
Loan  Agreement)  Signal  hereby agrees to hold and manage the New York Business
Assets in trust for the Agent and the Holders, and

          5. Agrees that the Agreement is hereby amended to reflect the waivers,
consents  and  agreements  set  forth  herein  above,  and that any  conflicting
provisions  of the Agreement are hereby  superseded,  but,  solely to the extent
necessary to give effect to this Amendment,  and without limiting the generality
of this Section 3, the following provisions shall be amended as follows:

               (a) All references in the Agreement to the term "Agreement" shall
     mean the  Agreement  as amended and  supplemented  through the date hereof,
     including as amended and supplemented  hereby, as the same may hereafter be
     further amended,  supplemented or otherwise modified in accordance with its
     terms;

               (b) All  references  in the  Agreement  to the words  "Loans" and
     "Notes" shall mean,  respectively,  only the Loans and Notes other than the
     Legacy Loans and Legacy Notes,  and the all references in the Agreement (by
     virtue of Amendment No. 1 thereto) to the words "New Loans" and "New Notes"
     shall mean,  respectively,  only the Legacy Loans and Legacy Notes, and the
     parties  further  agree that,  notwithstanding  the statement in any Legacy
     Note to the effect that such note is a "Note" or "New Note"  referenced  in
     the  Agreement or any amendment  thereto,  such Legacy Note is and shall be
     deemed a Legacy Note (and not a "Note")  under and for all  purposes of the
     Agreement;

<PAGE>

               (c) All references in the Agreement to the term  "Holders"  shall
     include, in addition and not in limitation,  Signal, the registered holders
     from time to time of the Notes,  and the  registered  holders  from time to
     time of the Legacy Notes;

               (d) All references in the Agreement to the term "Loan  Documents"
     shall  include,  in  addition  and  not  in  limitation,  the  Signal  Loan
     Agreement, the Signal Note, the Notes and the Legacy Notes;

               (e)  All  references  in  the  Agreement  to  the  term  "Special
     Majority"  shall include,  in addition and not in limitation,  Signal,  the
     Majority Note Holders and the Majority Legacy Note Holders;

               (f) "Majority Note Holders" shall mean the registered  holders of
     at least a majority in aggregate  principal amount of the Notes outstanding
     at the time of determination;

               (g)  "Majority  Legacy Note  Holders"  shall mean the  registered
     holders of at least a majority in aggregate  principal amount of the Legacy
     Notes outstanding at the time of determination;

               (h) Schedule  3(b) is deleted and  replaced  with  Schedule  3(b)
     attached hereto;

               (i) Signal and the Majority Legacy Note Holders shall be included
     in Section 4 as additional  parties that are permitted to give direction to
     the Agent following the occurrence of an event of default;

               (h) "Event of Default"  shall mean any event of default  referred
     to in  Paragraph  5 of  the  Agreement  and,  unless  the  context  clearly
     indicates  otherwise,  each  use of the  term  "event  of  default"  in the
     Agreement  (including  this  Amendment)  shall mean (i) if  referring to an
     event of default  under the  Agreement,  an Event of Default  and,  (ii) if
     referring to an event of default under any other  agreement or  instrument,
     an Event of Default,  event of default or such other term of similar import
     used in such  agreement or  instrument  to denote an event giving rise to a
     right to accelerate or foreclose with or without notice;

               (i) Signal and the Majority Legacy Note Holders shall be included
     in Section 6 as additional  parties that are permitted to give direction to
     the Agent upon the  occurrence  of any Event of Default other than an Event
     of Default relating to the bankruptcy or insolvency of any Borrower, and as
     additional  parties  that may direct the Agent to  exercise  the rights and
     remedies granted under the Agreement;

               (j) Signal and the Majority  Legacy  Holders shall be included in
     Section 6(c) as additional  parties that are permitted to set off and apply
     for the payment of any or all of the Obligations for the ratable benefit of
     the Holders;

               (k) With respect to Section 8:

                    (i) New "second" and "third"  clauses are hereby  added,  to
          read as follows:

<PAGE>

                              "second,  to  the  ratable payment of accrued  but
                         unpaid interest (including post-petition  interest) and
                         fees constituting  Obligations  pursuant  to the Signal
                         Note and the Legacy Loans;

                              third,  to the ratable payment of unpaid principal
                         of the Signal Note and the Legacy Loans";

                    (ii) clauses "second" through "tenth" are hereby  renumbered
          clause "fourth" through "twelfth", respectively; and

                    (iii) as so  renumbered,  new clauses  "fourth"  and "fifth"
          shall refer solely to  interest,  fees and  principal  pursuant to the
          Notes (and not pursuant to the Legacy Notes); and

               (l) Signal and the Majority legacy Note Holders shall be included
     in Section 9.1 as additional parties are permitted to instruct the Agent to
     take any action to foreclose or otherwise realize on the Collateral; and

          6. Agrees that, as amended hereby, the Agreement is hereby affirmed or
reaffirmed and ratified by all signatories hereto and shall remain in full force
and effect and,  without  limiting the generality of the foregoing,  each of the
Borrowers  hereby  affirms or reaffirms,  ratifies and hereby grants anew to the
Agent,  for the  ratable  benefit  of the Agent and the  Holders,  the  security
interest set forth in the  Agreement  to secure all of the Junior  Indebtedness,
the Legacy Loans, the Signal Loans and any amounts now or hereafter owing by the
Borrowers,  or any of them,  to the  Agent in its  capacity  as Agent  under the
Agreement,  all in accordance  with and subject to the terms of the Agreement as
amended  hereby,  and  each of the  signatories  hereby  affirms  or  reaffirms,
ratifies and hereby renews its agreement to be bound by all terms and conditions
of the  Agreement  (as  amended  hereby),  including,  without  limitation,  the
relative rights, preferences and priorities afforded by the Agreement to each of
them, and each of the Holders  hereby affirms or reaffirms,  ratifies and hereby
authorizes  anew  Cramer,  Rosenthal,  McGlynn,  LLC  as  its  Agent  under  the
Agreement,  for all purposes thereof and entitled to all the rights and benefits
accorded  to the Agent  thereunder.

          THE BORROWERS AND SIGNAL hereby further covenant and agree, until such
time as  Signal  may have  exercised  its  right  under  the  Signal  Management
Agreement or the Signal Loan Agreement to acquire the New York Business  Assets,
to take all necessary or prudent  actions as the Agent may request to ensure the
continued perfection of the security interest granted under the Agreement in and
to all assets of either  Borrower  that may be relocated to Florida or elsewhere
pursuant to the Signal  Transaction  Documents,  including the identification of
all locations  where assets and/or books and records may be kept,  the filing of
additional UCC financing  statements and, to the extent practicable,  separately
identifying  and/or  tracking the assets of the Borrowers  from those of Signal,
and not  commingling  the same,  and  (subject  to its  rights  under the Signal
Management Agreement and Signal Loan Agreement) Signal shall hold and manage the
same in trust for the Agent and the Holders.

          THE  BORROWERS AND THE AGENT hereby  covenant and agree,  upon the due
exercise of Signal's right under the Signal  Management  Agreement or the Signal
Loan Agreement to acquire the New York Business Assets, to take all necessary or

<PAGE>

prudent  actions as Signal may  request to release and record the release of the
security  interest  granted  under the Agreement in and to the New York Business
Assets,  including the delivery of executed UCC termination  statements prepared
by Signal.

          This Amendment  shall become  effective upon the date (the "Effective
Date") that each of the following conditions precedent shall be true:

               (a) Agent shall have received a counterpart  hereof duly executed
     and delivered by each intended party hereto;

               (b)  Agent  shall  have  received  a copy of  each of the  Signal
     Transaction  Documents,  each in form  and  substance  satisfactory  to the
     Agent,  as duly  executed and  delivered  by each of the  intended  parties
     thereto;

               (c) Agent shall have  received a copy of each of the Legacy Notes
     to be outstanding after giving effect to the Legacy Loans to be outstanding
     as of the Effective Date hereof, each as duly executed and delivered to the
     Holders of the Legacy Notes, and

               (d) Agent  shall have  received  a copy of a consent,  waiver and
     extension,  in form and substance  satisfactory to the Agent, duly executed
     and delivered by North Fork Bank, (i) consenting to the Signal  Transaction
     Documents and the transactions  contemplated  thereunder;  (ii) waiving any
     existing default or Event of Default, including any occasioned by the entry
     into this  Amendment or the Signal  Documents and the  consummation  of the
     transactions  contemplated  thereunder,  and (iii)  extending to not sooner
     than June 30,  2000,  the  maturity  date of,  and the  requirement  of any
     principal  payment  under,  the North  Fork Bank  facility  (together  with
     evidence satisfactory to the Agent that all conditions to the effectiveness
     thereof shall have been satisfied; and

         This Amendment  may be executed  in  counterparts,  each of which shall
be deemed an original and all of  which  together  shall  constitute one and the
same instrument.

                  [Remainder of page intentionally left blank]

<PAGE>


          IN WITNESS  WHEREOF,  the parties  hereto have executed or caused this
Agreement to be executed as of the date first written above.


                                          LOGIMETRICS, INC.



                                          By:  /s/Norman M. Phipps
                                               _________________________________
                                               Name:  Norman M. Phipps
                                               Title: President and Chief
                                                      Operating Officer


                                          MMTECH, INC.



                                          By:  /s/Charles S. Brand
                                               _________________________
                                               Name: Charles S. Brand
                                               Title: President


                                          CRAMER ROSENTHAL McGLYNN, LLC,
                                                  as Agent



                                          By:/s/Sam Beritela
                                             ___________________________________
                                             Name: Sam Beritela
                                             Title: Vice President and Chief
                                                    Financial Officer

<PAGE>


                                          CRAMER ROSENTHAL McGLYNN, INC.,



                                          By:  /s/Sam Beritela
                                               _________________________________
                                               Name: Sam Beritela
                                               Title: Vice President and Chief
                                                      Financial Officer

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291

                                          L.A.D. EQUITY PARTNERS, L.P.

                                          By:  Flint Investments, Inc.
                                               Its General Partner



                                          By:  /s/Arthur J. Pergament
                                               _________________________________
                                               Name: Arthur J. Pergament
                                               Title: Vice President

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291



                                          /s/Gerald B. Cramer
                                          ______________________________________
                                          Gerald B. Cramer

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291

<PAGE>


                                          /s/Edward J. Rosenthal
                                          ___________________________________
                                          Edward J. Rosenthal Profit Sharing
                                          Plan and Trust

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291

                                          CRM 1997 ENTERPRISE FUND, LLC

                                          By:  Cramer Rosenthal McGlynn, Inc.,
                                               Its Managing Member



                                          By:  /s/Sam Beritela
                                               _________________________________
                                               Name: Sam Beritela
                                               Title: Vice President and Chief
                                                      Financial Officer

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291

                                          CRM PARTNERS, L.P.

                                          By:  Cramer Rosenthal McGlynn, Inc.,
                                               Its General Partner



                                          By:  /s/Sam Beritela
                                               _________________________________
                                               Name: Sam Beritela
                                               Title: Vice President and Chief
                                                      Financial Officer

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291

                                          CRM RETIREMENT PARTNERS, L.P.

                                          By:  Cramer Rosenthal McGlynn, Inc.,
                                               Its General Partner



                                          By:  Sam Beritela
                                               _________________________________
                                               Name: Sam Beritela
                                               Title: Vice President and Chief
                                                      Financial Officer

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291

                                          CRM MADISON PARTNERS, L.P.

                                          By:  Cramer Rosenthal McGlynn, Inc.,
                                               Its General Partner



                                          By:  /s/Sam Beritela
                                               _________________________________
                                               Name: Sam Beritela
                                               Title: Vice President and Chief
                                                      Financial Officer

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291

<PAGE>

                                          CRM U.S. VALUE FUND, LTD.

                                          By:  Cramer Rosenthal McGlynn, Inc.,
                                               Its General Partner



                                          By:  /s/Sam Beritela
                                               _________________________________
                                               Name: Sam Beritela
                                               Title: Vice President and Chief
                                                      Financial Officer

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291

                                          EURYCLEIA PARTNERS, L.P.

                                          By:  Marchessini & Dernisch, L.L.C.,
                                               Its General Partner


                                          By:  /s/Rona Trokie
                                               _________________________________
                                               Name: Rona Trokie
                                               Title: Vice President

                                          745 Fifth Avenue, Suite 1400
                                          New York, New York 10151
                                          Tel:  (212) 752-4300
                                          Fax:  (212) 752-4309

                                          A.C. ISRAEL ENTERPRISES, INC.



                                          By:  /s/Jay Howard
                                               _________________________________
                                               Name:  Jay Howard
                                               Title:

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291

<PAGE>

                                          CRM-EFO PARTNERS, L.P.

                                          By:  CRM-EFO Investments, LLC,
                                               Its General Partner

                                          By:  Cramer Rosenthal McGlynn, Inc.,
                                               Its Managing Member



                                          By:  /s/Sam Beritela
                                               _________________________________
                                               Name:  Sam Beritela
                                               Title: Vice President and Chief
                                                      Financial Officer

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291



                                          /s/Richard S. Fuld, Jr.
                                          ______________________________________
                                          Richard S. Fuld, Jr.

                                          By:  Cramer Rosenthal McGlynn, Inc.,
                                               Attorney-in-Fact



                                          By:  /s/Sam Beritela
                                               _________________________________
                                               Name:  Sam Beritela
                                               Title: Vice President  and  Chief
                                                      Financial Officer

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291

<PAGE>


                                          PAMELA EQUITIES CORP.



                                          By:  /s/Gregory Manocherian
                                               _________________________________
                                               Name: Gregory Manocherian
                                               Title:

                                         3 New York Plaza
                                         18th Floor
                                         New York, New York 10004
                                         Tel:  (212) 837-4829
                                         Fax:  (212) 837-4938

                                         WHITEHALL PROPERTIES, LLC



                                         By:  /s/Gregory Manocherian
                                              ________________________
                                              Name: Gregory Manocherian
                                              Title:

                                         3 New York Plaza
                                         18th Floor
                                         New York, New York 10004
                                         Tel:  (212) 837-4829
                                         Fax:  (212) 837-4938


                                         KABUKI PARTNERS ADP, GP



                                         By:  /s/Gregory Manocherian
                                              _________________________
                                              Name: Gregory Manocherian
                                              Title:

                                         3 New York Plaza
                                         18th Floor
                                         New York, New York 10004
                                         Tel:  (212) 837-4829
                                         Fax:  (212) 837-4938

<PAGE>

                                         MBF BROADBAND SYSTEMS, L.P.

                                         By:  MBF Broadband Systems, Inc.,
                                              Its General Partner

                                         By:  /s/Mark B. Fisher
                                              __________________________________
                                              Name:  Mark B. Fisher
                                              Title:  President

                                         12 East 49th Street
                                         35th Floor
                                         New York, New York 10017
                                         Telephone:  (212) 339-2861
                                         Facsimile:  (212) 339-2834




                                          /s/Mark B. Fisher
                                          ______________________________________
                                          Mark B. Fisher

                                          12 East 49th Street
                                          35th Floor
                                          New York, New York 10017
                                          Telephone:  (212) 339-2861
                                          Facsimile:  (212) 339-2834

                                          McGLYNN FAMILY PARTNERSHIP



                                          By:  /s/Ronald H. McGlynn
                                               _________________________________
                                               Name:  Ronald H. McGlynn
                                               Title:  General Partner

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291

<PAGE>


                                          /s/Fred M. Filoon
                                          ______________________________________
                                          Fred M. Filoon

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291




                                          /s/Eugene A. Trainor, III
                                          ______________________________________
                                          Eugene A. Trainor, III

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291

                                          CERBERUS PARTNERS, L.P.

                                          By:  Cerberus Associates, L.L.C.,
                                               Its General Partner

                                          By:  /s/Stephen Feinberg
                                               _________________________________
                                               Name:  Stephen Feinberg
                                               Title:  Managing Member

                                          450 Park Avenue
                                          28th Floor
                                          New York, New York 10022
                                          Telephone:  (212) 891-2100
                                          Facsimile:  (212) 421-2947

<PAGE>


                                          /s/Steven Dinetz
                                          ______________________________________
                                          Steven Dinetz

                                          1034 Skyland Drive
                                          Zephyr Cove, Nevada 89448
                                          Tel:  (702) 588-0343
                                          Fax:  (702) 588-1433

                                          CRM 1998 ENTERPRISE FUND, LLC

                                          By:  Cramer Rosenthal McGlynn, Inc.,
                                               Its Managing Member



                                          By:  /s/Sam Beritela
                                               _________________________________
                                               Name: Sam Beritela
                                               Title: Vice President and Chief
                                                      Financial Officer

                                          520 Madison Avenue
                                          New York, New York 10022
                                          Tel:  (212) 838-3830
                                          Fax:  (212) 644-8291




                                          Charles S. Brand
                                          ______________________________________
                                          Charles S. Brand

                                          611 Industrial Way West
                                          Eatontown, New Jersey 07724
                                          Tel:  (732) 935-0853
                                          Fax:(732) 935-7151

<PAGE>


                                          Gregory Manocherian
                                          ______________________________________
                                          Gregory Manocherian

                                          135 Central Park West, Tower Southeast
                                          New York, New York 10023
                                          Tel:  (212) 799-3500
                                          Fax:  (212) 873-2877




                                          SIGNAL TECHNOLOGY CORPORATION



                                          By:/s/George Lombard
                                             ___________________________________
                                             Name: George Lombard
                                             Title:Chairman and Chief Executive
                                                   Officer


<PAGE>

<TABLE>
<CAPTION>

                                   Schedule A


---------------------------------------------- ------------------------------------ ------------------------------
<S>                                                   <C>                                   <C>
         Legacy Note Holder                            Existing Legacy Notes                New Legacy Notes

---------------------------------------------- ------------------------------------ ------------------------------
Pamela Equities Corp.
---------------------------------------------- ------------------------------------ ------------------------------
A.C. Israel Enterprises, Inc.
---------------------------------------------- ------------------------------------ ------------------------------
Gerald B. Cramer
---------------------------------------------- ------------------------------------ ------------------------------
CRM 1997 Enterprise Fund, LLC
---------------------------------------------- ------------------------------------ ------------------------------
Whitehall Properties, LLC
---------------------------------------------- ------------------------------------ ------------------------------
CRM Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
CRM Retirement Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
CRM Madison Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
L.A.D. Equity Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
CRM-EFO Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
Gregory Manocherian
---------------------------------------------- ------------------------------------ ------------------------------
CRM U.S. Value Fund, Ltd.
---------------------------------------------- ------------------------------------ ------------------------------
Edward J. Rosenthal, Keogh
---------------------------------------------- ------------------------------------ ------------------------------
Fred M. Filoon
---------------------------------------------- ------------------------------------ ------------------------------
McGlynn Family Partnership, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
Eugene A. Trainor, III
---------------------------------------------- ------------------------------------ ------------------------------
Cereberus Partners, L.P.
---------------------------------------------- ------------------------------------ ------------------------------
TOTAL                                                       $320,000                          $680,000
---------------------------------------------- ------------------------------------ ------------------------------
</TABLE>


<PAGE>


                                    EXHIBIT A



                                     FORM OF
                         SUPPLEMENTAL NEGOTIABLE SECURED
                       SENIOR SUBORDINATED PROMISSORY NOTE



$_____________
                                                           Final Maturity Date:
                                                                  ________, 2000


FOR VALUE RECEIVED, LogiMetrics, Inc., a Delaware corporation, and mmTech, Inc.,
a New Jersey  corporation  (collectively,  the  "Makers"),  hereby  jointly  and
severally  promise to pay to the order of  _____________,  or its successors and
assigns  (the  "Holder"),  at  ______________  or at such other  location as the
Holder  may  designate  from time to time,  the sum of  ________________________
Dollars  ($___________),  or such lesser  amount as may be  advanced  hereunder,
together with interest  thereon at the rate of 13% per annum, in lawful money of
the United States of America on or before June 2, 2000, or on demand at any time
upon or during the continuance of an Event of Default as defined in the Security
Agreement (as defined below), with or without demand as provided in the Security
Agreement.  The  obligations  of the Makers are joint and several and the Holder
may proceed to collect the full amount owed  hereunder from either Maker whether
or not proceeding against the other.

          If the Holder  fails to pay any amount  hereunder  when due,  interest
shall  thereafter  accrue  on such  overdue  amount at the rate of 16% per annum
until paid in full.  Interest  hereunder  shall be  calculated on the basis of a
360-day year for the actual number of days elapsed.

          The  Makers  may  prepay  this Note at any time,  in whole or in part,
without  premium or penalty.  The Makers  shall  prepay this Note in full within
five (5) Business Days after the  consummation of (i) any public or private sale
by either Maker of its debt or equity securities or securities  convertible into
or exchangeable  for its debt or equity  securities,  (ii) any permanent loan or
other credit  facility  obtained by either Maker from a bank or other  financial
institution,  or (iii) any sale by either Maker of all or  substantially  all of
its assets to a third party which results, in each such case, in net proceeds to
the Makers  (after all related  fees and  expenses)  of at least  Three  Million
Dollars ($3,000,000).  As used herein,  "Business Day" means a day, other than a
Saturday or Sunday,  on which commercial banks in New York City are open for the
general transaction of business.

          The Makers shall pay to the Holder the reasonable  attorneys' fees and
disbursements and all other  out-of-pocket costs incurred by the Holder in order
to collect amounts due and owing under this Note. All payments received shall be
applied,  first, to the costs of collection,  second,  to unpaid  interest,  and
third, to principal.

<PAGE>

          No delay or failure on the part of the Holder in exercising any power,
right or remedy hereunder shall operate as a waiver of any such power,  right or
remedy;  nor shall any single or partial exercise of any power,  right or remedy
preclude any other or further  exercise of such power,  right or remedy,  or the
exercise of any other power,  right or remedy, and no waiver whatsoever shall be
valid  unless in  writing,  signed by the  Holder,  and then only to the  extent
expressly set forth therein.  No remedy is exclusive of any other remedy and all
remedies shall be cumulative to the maximum extent  permitted by applicable law.
Each Maker hereby waives presentment,  demand for payment,  diligence, notice of
dishonor  and all other  notices  or demands in  connection  with the  delivery,
acceptance, performance, default or endorsement of this Note.

          This Note is one of the Legacy Notes  referred to in Amendment  No. 2,
dated on or about the date hereof,  to the Second Amended and Restated  Security
Agreement, Intercreditor Agreement, Waiver and Consent, dated on or about August
31, 1999 and as further amended by Amendment No. 1 thereto, dated as of December
2,  1999,  among the  Makers,  Cramer  Rosenthal  McGlynn,  LLC,  as Agent  (the
"Agent"),  and the other parties  thereto,  (as amended by such Amendment No. 2,
the "Security  Agreement")  and is secured by the  Collateral (as defined in the
Security  Agreement).  The Security  Agreement grants the Agent on behalf of the
Holder  and the  other  parties  thereto  certain  rights  with  respect  to the
Collateral upon certain  defaults  specified  therein and sets forth the related
priorities  of the  Holder and the other  parties  thereto  with  regard to such
Collateral.

          This Note shall be  binding  upon each  Maker and its  successors  and
assigns.  This Note shall be governed by, and construed in accordance  with, the
internal  laws of the  State of New York  pursuant  to  Section  15-1402  of the
General  Obligations Law of such state.  Each Maker  irrevocably  submits to the
exclusive  jurisdiction  of the  courts of the State of New York and the  United
States  District Court for the Southern  District of New York for the purpose of
any suit,  action,  proceeding  or  judgment  relating to or arising out of this
Note.  Service of process in connection with any such suit, action or proceeding
may be served on the Makers  anywhere in the world by any method  authorized  by
law. Each Maker  irrevocably  consents to the  jurisdiction of any such court in
any such suit,  action or  proceeding  and to the laying of venue in such court.
Each Maker  irrevocably  waives any objection to the laying of venue of any such
suit,  action or proceeding  brought in such courts and  irrevocably  waives any
claim that any such  suit,  action or  proceeding  brought in any such court has
been brought in an inconvenient forum.

          No modification, alteration, waiver or change of any of the provisions
hereof  shall be  effective  unless in writing  and signed by each Maker and the
Holder and, then, only to the extent set forth in such writing.

                  [Remainder of page intentionally left blank]

<PAGE>

ATTEST:                                     LOGIMETRICS, INC.



_____________________                       ____________________________________
Name:                                       By: Norman M. Phipps
                                            Title: President


ATTEST:                                     MMTECH, INC.



_____________________                       _____________________________
Name:                                       By: Norman M. Phipps
                                            Title: Assistant Secretary

Dated: _____, 2000