EXHIBIT 10.14


                          REGISTRATION RIGHTS AGREEMENT


          REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October
21, 1998, among LogiMetrics,  Inc., a Delaware corporation (the "Company"),  and
the parties whose names appear on the signature pages hereof.

                              W I T N E S S E T H:

          WHEREAS,  the Company and the parties hereto (the  "Purchasers")  have
entered  into  a  Purchase  Agreement  of  even  date  herewith  (the  "Purchase
Agreement")  pursuant to which the  Company  has agreed to sell to such  parties
$2,666,667 in aggregate  principal amount of its Class C 13% Senior Subordinated
Debentures (the "Debentures"); and

          WHEREAS,  the Debentures are  convertible  into shares (the "Debenture
Shares") of the Company's common stock, par value $.01 per share; and

          WHEREAS,  the  Company  has  agreed  to  effect  the  registration  of
Debenture Shares on the terms and conditions set forth herein;

          NOW,  THEREFORE,  in consideration  of the mutual covenants  contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby  acknowledged,  and intending to be legally  bound,  the parties
hereto hereby agree as follows:

          1. Certain Definitions.

          For purposes of this Agreement, the following terms have the following
meanings when used herein:

          (a)  "Affiliate"  means,  with respect to any Person,  means any other
Person who directly or indirectly, through one or more intermediaries, controls,
is  controlled  by, or is under  common  control  with,  such  Person.  The term
"control" means the possession,  directly or indirectly,  of the power to direct
or cause the  direction  of the  management  and  policies of a Person,  whether
through the ownership of voting  securities,  by contract or otherwise,  and the
terms "controlled" and "controlling" have meanings correlative thereto.

          (b)  "Business  Day" means any day other than a Saturday  or Sunday on
which  banking  institutions  in New  York,  New York  are open for the  general
conduct of business.

          (c) "Commission"  means the Securities and Exchange  Commission or any
other federal agency at the time administering the Securities Act.

          (d) "Common  Stock" means the Common Stock,  par value $.01 per share,
of the Company.

<PAGE>


          (e) "Company" means LogiMetrics, Inc., a Delaware corporation, and its
successors and assigns.

          (f)  "Demand  Registration"  means  any  registration  of  Registrable
Securities effected pursuant to Section 2.

          (g)  "Effective  Date" means the earlier of (i)  September 1, 1999 and
(ii) the  termination  of the  engagement  letter,  dated August 7, 1998, by and
between the Company and Donaldson Lufkin Jenrette Securities Corporation.

          (h)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
amended  (or  any  similar  successor  federal  statute),   and  the  rules  and
regulations thereunder, as in effect from time to time.

          (i) "Holders" means the Purchasers party to the Purchase  Agreement or
any permitted transferees thereof holding Registrable Securities.

          (j)  "Majority   Registered  Holders"  means,  in  the  case  of  any
registration statement,  the Holders of a majority of the Registrable Securities
proposed to be covered in such  registration  statement (or that are actually so
covered).

          (k) "Person" means any individual, partnership, corporation (including
a business  trust),  joint stock  company,  limited  liability  company,  trust,
unincorporated  association,  joint venture, or other entity, or a government or
any political subdivision or agency.

          (l) "Piggyback  Registration"  means any  registration  of Registrable
Securities effected pursuant to Section 3.

          (m) "Registrable  Securities" means (i) the Debenture Shares, and (ii)
any  securities  issued or issuable in respect of or in exchange  for any of the
Debenture  Shares by way of stock dividend or other  distribution  on the Common
Stock, stock split or combination of shares, recapitalization,  reclassification
merger,  consolidation  or exchange offer.  For purposes  hereof,  a Registrable
Security  ceases  to be a  Registrable  Security  when  either  (x) it has  been
effectively  registered  under the Securities Act and sold or distributed to any
Person pursuant to an effective registration statement covering it or (y) it has
been sold or distributed to any Person pursuant to Rule 144 or Rule 145(d).

          (n)  "Registration"   means  any  Demand   Registration  or  Piggyback
Registration.

          (o) "Rule 10b-6" means Rule 10b-6  promulgated by the Commission under
the Exchange  Act, as such Rule may be amended from time to time, or any similar
successor rule that may be promulgated by the Commission.

          (p) "Rule  144,"  "Rule 145" and "Rule 424" mean,  respectively,  Rule
144,  Rule 145 and Rule  424,  each  promulgated  by the  Commission  under  the

<PAGE>

Securities  Act,  in each  case as  amended  from time to time,  or any  similar
successor rule thereto that may be promulgated by the Commission.

          (q) "Securities  Act" means the Securities Act of 1933, as amended (or
any  similar  successor   federal  statute),   and  the  rules  and  regulations
thereunder, as the same are in effect from time to time.

          2. Demand Registrations.

          (a) At any time after the Effective  Date and until the earlier of (i)
the date that all of the  Registrable  Securities  may be  freely  resold by the
Holders  thereof  pursuant to Rule 144(k) and (ii) two years from the conversion
of all of the Debentures (the "Registration Rights Period"), upon written notice
to the Company from one or more Holders of  Registrable  Securities  who held on
the  Effective  Date  (together  with  their  Affiliates  at such  time)  in the
aggregate not less than 50% of the Debenture Shares (the Holders furnishing such
written  notice  being  hereinafter  referred  to as the  "Initiating  Holders")
requesting that the Company effect, pursuant to this Section 2, the registration
of any or all of such  Initiating  Holders'  Registrable  Securities  under  the
Securities  Act (which  notice shall specify (A) the  Registrable  Securities so
requested to be  registered,  (B) the  proposed  amounts  thereof  (which in the
aggregate shall equal at least (x) 50% of the Debenture  Shares,  or (y) if such
Registrable  Securities are all of the remaining Registrable  Securities held by
the  Initiating  Holders,  25% of the  Debenture  Shares),  and (C) the intended
method of disposition by such Initiating  Holders,  including whether or not the
proposed offering is to be underwritten), the Company shall promptly (but in any
event within 20 days) give written notice of such requested  registration to all
Holders, and thereupon the Company shall, as expeditiously as possible,  use its
best efforts to effect the registration under the Securities Act of:

     (x) the Registrable  Securities that the Initiating  Holders have requested
     the Company to register,  for  disposition in accordance  with the intended
     method of disposition stated in their notice to the Company; and

     (y) all other Registrable Securities the Holders of which shall have made a
     written  request to the Company for  registration  thereof  (which  request
     shall specify such Registrable Securities and the proposed amounts thereof)
     within 30 days after the receipt of such written notice from the Company,

all to the extent  requisite to permit the  disposition  (in accordance with the
method of  disposition  specified  in the  notice  given to the  Company  by the
Initiating  Holders) by Holders of the securities then constituting  Registrable
Securities so to be registered.

          (b)  Number of Demand  Registrations:  Duration:  Sale of  Registrable
Securities.  Notwithstanding  the  provisions of Section 2(a), the Company shall
not be required to effect a Demand Registration  pursuant to this Section 2: (i)
if a Demand Registration has previously been effected by the Company pursuant to
this  Section  2 within  one year of the  date on which  notice  is given by the
Initiating  Holders  pursuant  to Section  2(a);  or (ii) if the  Company  shall
previously  have  effected  two  Demand  Registrations;  provided  that a Demand
Registration  shall  not be deemed to have been  effected  for  purposes  of the

<PAGE>

limitations  of this Section 2(b) unless the applicable  registration  statement
was declared  effective and kept effective  until the earlier of (A) nine months
following the date on which it was declared  effective and (B) the sale pursuant
thereto of all of the Registrable  Securities  covered  thereby.  A request from
Initiating  Holders  pursuant  to Section  2(a) shall be deemed  withdrawn  upon
commencement of a Black-Out Period (as defined in Section 4(c)).

          (c)  Inclusion  of Other  Securities.  The  Company  shall not include
securities in any Demand Registration other than (i) Registrable Securities, and
(ii) securities entitled to piggyback registration rights granted by the Company
prior to the date  hereof  without  the prior  written  consent of the  Majority
Registered Holders which shall not be unreasonably withheld or delayed.

          3. Piggyback Registrations.

          (a) Effective  Registration.  If prior to the end of the  Registration
Rights Period the Company  proposes to file a registration  statement  under the
Securities  Act with  respect to any class of equity  securities  (other than in
connection  with the  registration  of  equity  securities  issued  or  issuable
pursuant to a dividend  reinvestment,  employee  stock option,  stock  purchase,
stock  bonus  or  similar  plan or  pursuant  to a  merger,  exchange  offer  or
transaction  of the type  specified in  paragraph  (a) of Rule 145) at any time,
then the  Company  shall  give  written  notice of such  proposed  filing to the
Holders at least 20 days before the  anticipated  filing  date,  and such notice
shall offer the Holders the  opportunity  to register such amount of Registrable
Securities  as each such  Holder may  request.  The  Company  shall use its best
efforts  to  cause  the  managing  underwriter  or  underwriters  of a  proposed
underwritten  offering  to  permit  the  inclusion  therein  of any  Registrable
Securities the Holders of which request,  within 15 days after receiving written
notice of the proposed  filing from the  Company,  such  inclusion,  at the same
initial public offering price and subject to the same underwriting  discount and
commissions as any similar  securities of the Company so included.  Any Holder's
request for such  inclusion may be  withdrawn,  in whole or in part, at any time
prior to the effective date of the registration statement for such offering.

          (b) Number of Piggyback  Registrations:  Duration: Sale of Registrable
Securities.  Notwithstanding  the  provisions of Section 3(a) but subject to the
second  proviso to Section  3(c),  the Company shall not be required to effect a
Piggyback  Registration pursuant to this Section 3 in response to a request made
pursuant to Section 3(a) if the Company shall  previously have so effected three
Piggyback Registrations in response to such requests;  provided that a Piggyback
Registration  shall not be deemed to have been  effected  for  purposes  of this
limitation unless, in respect thereof,  the following  conditions  (hereinafter,
the  "Conditions")  were satisfied:  (i) the applicable  registration  statement
covered the full amount of Registrable  Securities requested to be so covered by
each Holder,  without any reductions in any such amount pursuant to Section 3(c)
or otherwise, except as a result of withdrawals pursuant to the last sentence of
Section  3(a);  and (ii) the  applicable  registration  statement  was  declared
effective and kept effective until the earlier of (A) nine months  following the
date on which it was declared effective and (B) the sale pursuant thereto of all
of the Registrable  Securities  covered thereby,  provided,  that such non-month
period shall be tolled during a Black-Out Period (as defined in Section 4(b)).

<PAGE>


          (c) Cut-Backs.  Notwithstanding the provisions of Section 3(a), if the
managing  underwriter or  underwriters  of a proposed  underwritten  offering as
described in Section 3(a)  deliver a written  opinion to the Holders  requesting
inclusion of their Registrable Securities, stating that the total amount or kind
of securities  that they or any other  Persons  (other than the Company) seek to
include in such offering would  materially  and adversely  affect the success of
such offering, then, in addition to the number of such securities being included
in the offering for the account of the Company, the Company shall be required to
include  in the  offering  only  that  number  of  additional  such  securities,
including Registrable Securities  (collectively,  the "Additional  Securities"),
which the  underwriters  determine in their sole  discretion will not jeopardize
the success of the offering,  and the Additional Securities so included shall be
apportioned  pro  rata  among  the  selling  stockholders  and  the  Holders  of
Registrable  Securities according to the total amount of securities requested to
be included therein by each selling stockholder and the Holders or in such other
proportions as shall mutually be agreed to by such selling  stockholders and the
Holders.

          (d) Control by the Company.  The Company may withdraw any registration
statement and abandon any proposed offering initiated by the Company without the
consent of any Holder of Registrable Securities,  notwithstanding the request of
any such Holder to participate therein in accordance with this Section 3, if the
Board of Directors of the Company  determines in its sole  discretion  that such
action is in the best interests of the Company.

          4. Holdback Agreements; Blackouts.

          (a) Restrictions on Public Sales by Holders of Registrable Securities.
To  the  extent  not  inconsistent   with  applicable  law,  each  Holder  whose
Registrable Securities are included in a Registration that is timely notified in
writing by the managing  underwriter or underwriters shall not effect any public
sale or distribution  (including a sale pursuant to Rule 144) of any issue being
registered  in an  underwritten  offering  (other  than  pursuant  to a dividend
reinvestment,  employee  stock option,  stock  purchase,  stock bonus or similar
plan,  pursuant  to a  merger,  exchange  offer  or a  transaction  of the  type
specified in Rule 145(a) or pursuant to a "shelf" registration),  any securities
of the  Company  similar  to any such  issue or any  securities  of the  Company
convertible  into or exchangeable or exercisable for any such issue,  during the
10-day  period  prior to,  and  during  the  180-day  period  beginning  on, the
effective date of the applicable  registration statement (or, if later, the date
on which a bona fide  offering of the  securities  covered  thereby  commences),
except as part of such Registration.

          (b) Restrictions on Public Sales by the Company. The Company shall not
effect any public  sale or  distribution  for its own account of any issue being
registered  in an  underwritten  offering  (other  than  pursuant  to a dividend
reinvestment,  employee  stock option,  stock  purchase,  stock bonus or similar
plan,  pursuant  to a  merger,  exchange  offer  or a  transaction  of the  type
specified  in Rule  145(a)  under the  Securities  Act or  pursuant to a "shelf"
registration),  any  securities of the Company  similar to any such issue or any
securities of the Company  convertible  into or  exchangeable or exercisable for
any such issue, during the 10-day period prior to, and during the 180-day period

<PAGE>

beginning on, the effective date of the applicable  registration  statement (or,
if  later,  the date on which a bona fide  offering  of the  securities  covered
thereby commences), except as part of such Registration.

          (c)  Black-Outs.  Notwithstanding  the provisions of Sections 2 and 3,
the Company  may, by giving  written  notice to the Holders at any time prior to
the effectiveness of the applicable  registration  statement,  delay effecting a
Demand Registration or a Piggyback  Registration for a reasonable period of time
(the "Black-Out Period") not to exceed:

               (i) 90 days,  if at the time the Company is otherwise  engaged in
an issuer tender offer (within the meaning of Section 13(e) of the Exchange Act)
for securities of the same class (within the meaning of the Exchange Act) as the
Registrable  Securities  that are proposed to be registered  and sold;  provided
that the Board of Directors of the Company shall have  determined in good faith,
based on advice of counsel to the  Company,  that such issuer  tender  offer may
not,  under Rule  10b-6,  be  continued  and  consummated  if offers or sales of
Registrable  Securities were to be made pursuant to such Demand  Registration or
Piggyback Registration; provided, further, that the Company, if requested by the
Majority Registered Holders, shall cooperate with the Holders to obtain from the
staff of the  Commission  a no-action  letter to the effect that the staff would
not recommend  enforcement  action to the Commission with respect to Rule 10b-6,
or would grant an exemption from Rule 10b-6,  in the event such offers and sales
were to be so made; and

               (ii) 90 days, if at the time the Company is otherwise  engaged in
a financing, acquisition, corporate reorganization or other material transaction
whose  disclosure  in the good faith  judgment of the Board of  Directors of the
Company would (a) be  detrimental  to the interests of the Company and (b) based
on advice of counsel to the Company,  be required in connection with such Demand
Registration or Piggyback Registration.

          5. Registration Procedures.

          (a)  Company  Procedures.  Whenever  the  Company is  required by this
Agreement to effect the  registration  of any Registrable  Securities  under the
Securities Act pursuant to a registration  statement,  the Company shall use its
best  efforts  to effect  each  such  registration  to  permit  the sale of such
Registrable  Securities  in  accordance  with the intended  method or methods of
disposition  thereof,  and  pursuant  thereto  the  Company  shall,  as  soon as
practicable:

               (i)  prepare  and  file  with  the   Commission   the   requisite
registration  statement to effect such  registration and thereafter use its best
efforts to cause such registration statement to be declared effective as soon as
practicable and to remain continuously effective for the time period required by
this Agreement to the extent  permitted under the Securities Act,  provided that
as soon as  practicable  but in no event later than three  Business  Days before
filing such registration  statement,  any related prospectus or any amendment or
supplement  thereto,  other than any  amendment or  supplement  made solely as a
result of  incorporation  by reference of  documents  filed with the  Commission
subsequent  to the filing of such  registration  statement,  the  Company  shall
furnish  to  the  Holders  of  the  Registrable   Securities   covered  by  such
registration  statement  and  the  underwriters,  if  any,  copies  of all  such

<PAGE>

documents  proposed to be filed,  which documents shall be subject to the review
of such Holders and  underwriters;  the Company shall not file any  registration
statement or  amendment  thereto or any  prospectus  or any  supplement  thereto
(other than any amendment or supplement made solely as a result of incorporation
by reference of documents filed with the Commission  subsequent to the filing of
such  registration   statement)  to  which  the  managing  underwriters  of  the
applicable  offering,  if any, or the  Majority  Registered  Holders  shall have
reasonably  objected in writing,  within two Business Days after receipt of such
documents,  to the effect that such registration  statement or amendment thereto
or  prospectus or  supplement  thereto does not comply in all material  respects
with the requirements of the Securities Act and specifying in reasonable  detail
the reasons  therefor  (provided that the foregoing shall not limit the right of
any Holder whose Registrable  Securities are covered by a registration statement
to reasonably object,  within two Business Days after receipt of such documents,
to any  particular  information  that is to be  contained  in such  registration
statement,  amendment, prospectus or supplement and relates specifically to such
Holder,  including without  limitation any information  describing the manner in
which such Holder acquired such  Registrable  Securities and the intended method
of distribution of such Registrable Securities), and if the Company is unable to
file  any such  document  due to the  objections  of such  underwriters  or such
Holders,  the  Company  shall  use its  best  efforts  to  cooperate  with  such
underwriters and Holders to prepare, as soon as practicable,  a document that is
responsive  in all  material  respects  to the  reasonable  objections  of  such
underwriters and Holders;

               (ii) prepare and file with the  Commission  such  amendments  and
post-effective  amendments to such registration statement as may be necessary to
keep such  registration  statement  continuously  effective  and current for the
period  required by this Agreement to the extent  permitted under the Securities
Act;  cause  each  related  prospectus  to be  supplemented  by  any  prospectus
supplement as may be required,  and as so  supplemented  to be filed pursuant to
Rule 424, if  required;  and  otherwise  use its best efforts to comply with the
provisions  of  the  Securities  Act  as  may be  necessary  to  facilitate  the
disposition of all Registrable Securities covered by such registration statement
during the  applicable  period and in  accordance  with the  intended  method of
disposition  by the  selling  Holders  thereof  set  forth in such  registration
statement or such prospectus or prospectus supplement;

               (iii) notify the Holders and the managing  underwriters,  if any,
of the  applicable  offering  (providing,  if  requested  by any  such  Persons,
confirmation in writing) as soon as practicable after becoming aware of: (A) the
filing of any prospectus or prospectus supplement or the filing or effectiveness
(or anticipated date of  effectiveness)  of such  registration  statement or any
post-effective  amendment  thereto;  (B)  any  request  by  the  Commission  for
amendments  or  supplements  to  such  registration  statement  or  the  related
prospectus or for additional information;  (C) the issuance by the Commission of
any stop order suspending the  effectiveness of such  registration  statement or
the  initiation  of any  proceedings  for that  purpose;  (D) the receipt by the
Company of any notification  with respect to the suspension of the qualification
or registration (or exemption therefrom) of any Registrable  Securities for sale
in any jurisdiction in the United States or the initiation or threatening of any
proceeding for such  purposes;  or (B) the happening of any event that makes any
statement  made in such  registration  statement  or in any related  prospectus,
prospectus  supplement,  amendment or document incorporated therein by reference
untrue in any  material  respect or that  requires  the making of any changes in

<PAGE>

such registration statement or in any such prospectus,  supplement, amendment or
other  such  document  so that it will not  contain  any untrue  statement  of a
material fact or omit to state any material  fact required to be stated  therein
or necessary to make the  statements  therein (in the case of any  prospectus or
supplement  in the light of the  circumstances  under  which they were made) not
misleading;

               (iv) use its best  efforts  to  obtain at the  earliest  possible
moment the withdrawal of any order or other action  suspending the effectiveness
of  any  such   registration   statement  or  suspending  the  qualification  or
registration (or exemption therefrom) of the Registrable  Securities for sale in
any jurisdiction;

               (v) if reasonably requested by the managing underwriters, if any,
of the applicable  offering,  or by the Majority  Registered Holders, as soon as
practicable  incorporate in a prospectus supplement or post-effective  amendment
such information as such underwriters or the Majority Registered Holders, as the
case may be, agree should be included  therein relating to the sale and offering
of  the  applicable   Registrable   Securities,   including  without  limitation
information  with respect to the number of Registrable  Securities being sold to
any   underwriters,   the  purchase  price  being  paid  therefor  by  any  such
underwriters and any other terms of the offering of the Registrable  Securities;
and make all required  filings of such prospectus  supplement or  post-effective
amendment as soon as practicable  following  receipt of notice of the matters to
be incorporated therein;

               (vi) as soon as practicable  after filing such documents with the
Commission, furnish to the Holders and each of the underwriters, if any, without
charge,  at least one  manually  signed or conformed  copy of such  registration
statement  and  any  post-effective   amendment  thereto,   including  financial
statements  and schedules;  and as soon as practicable  after the request of any
Holder or underwriter,  furnish to such Holder or  underwriter,  as the case may
be,  at  least  one  copy of any  document  incorporated  by  reference  in such
registration  statement or in any related prospectus,  prospectus  supplement or
amendment,  together  with all  exhibits  thereto  (including  those  previously
furnished or incorporated by reference);

               (vii) deliver to the Holders and to each of the underwriters,  if
any, without charge, as many copies of the prospectus or prospectuses (including
each  preliminary  prospectus)  and any amendment or supplement  thereto as such
Persons may reasonably request; subject to Section 5(b)(i), the Company consents
to the use of any such prospectus or any amendment or supplement  thereto by the
Holders and the  underwriters,  if any, in connection with the offering and sale
of the Registrable Securities covered by any such prospectus or any amendment or
supplement thereto;

               (viii) prior to any public  offering of  Registrable  Securities,
register or qualify,  or obtain an exemption  therefrom (with the cooperation of
the  Holders,  the  underwriters,  if  any,  and  their  respective  counsel  in
connection  therewith to the extent  necessary) of, such Registrable  Securities
for offer and sale under the  securities or blue sky laws of such  jurisdictions
in the  United  States  as  the  Holders  or the  underwriters,  if  any,  shall
reasonably  request  in  writing;  use  its  best  efforts  to  keep  each  such

<PAGE>

registration or  qualification  (or exemption  therefrom)  effective  during the
period during which such registration statement is required to be kept effective
pursuant to this  Agreement,  to the extent  permitted under the Securities Act;
and do any and all other acts and things  reasonably  necessary  or advisable to
facilitate the disposition in such  jurisdictions of the Registrable  Securities
covered by such registration  statement;  provided that the Company shall not be
required  to qualify to do business  in any  jurisdiction  where it would not be
required so to qualify but for this Section 5(a)(viii);

               (ix) cooperate with Holders  participating  in such  registration
and the underwriters,  if any, to facilitate the timely preparation and delivery
of certificates  representing the Registrable  Securities to be sold; and enable
such Registrable  Securities to be in such  denominations and registered in such
names as the underwriters,  if any, may request at least two Business Days prior
to any sale of Registrable Securities to the underwriters;

               (x) use its best  efforts  to cause  the  Registrable  Securities
covered by such registration statement to be registered with or approved by such
other  governmental  agencies  or  authorities  in the  United  States as may be
reasonably  necessary  to enable the  Holders or the  underwriters,  if any,  to
consummate the disposition of such Registrable Securities;

               (xi) as soon as  practicable  after the  occurrence  of any event
described  in  Section  5(a)(iii)(E),  prepare a  supplement  or  post-effective
amendment to such  registration  statement or to the related  prospectus  or any
document incorporated therein by reference,  or file any other required document
so that, as thereafter delivered to the purchasers of the Registrable Securities
being sold thereunder,  such prospectus shall not contain an untrue statement of
a  material  fact or omit to  state  any  material  fact  necessary  to make the
statements   therein  not   misleading;   if  any  event  described  in  Section
5(a)(iii)(B)  occurs,  use its best efforts to cooperate  with the Commission to
prepare,   as  soon  as  practicable,   any  amendment  or  supplement  to  such
registration  statement  or such  related  prospectus  and any other  additional
information,  or to take  other  action  that may  have  been  requested  by the
Commission;

               (xii) use its best efforts to cause all Common Stock constituting
Registrable  Securities  covered by such registration  statement to be listed on
each securities  exchange (or quotation system operated by a national securities
association),  if any,  on which the Common  Stock of the Company is then listed
(or  included),  if so  requested  by the  Majority  Registered  Holders  or the
underwriters,  if  any,  and  enter  into  customary  agreements  including,  if
necessary,  a listing  application  and  indemnification  agreement in customary
form, and provide a transfer agent for such Registrable Securities no later than
the effective date of such registration statement; use its best efforts to cause
any other Registrable  Securities  covered by such registration  statement to be
listed (or included) on each securities  exchange (or quotation  system operated
by a national securities  association) on which securities of the same class and
series,  if any, are then listed (or  included) (or on any exchange or quotation
system on which any  Person  other  than a Holder  shall  have the right to have
securities  of the same class and series,  if any,  listed or  included),  if so
requested by the Majority  Registered  Holders or the underwriters,  if any, and
enter into customary agreements including,  if necessary,  a listing application

<PAGE>

and  indemnification  agreement in customary form, and, if necessary,  provide a
transfer  agent for such  securities  no later than the  effective  date of such
registration statement;

               (xiii) provide a CUSIP number for the  Registrable  Securities no
later than the effective date of such registration statement;

               (xiv) enter into customary agreements (including,  in the case of
an underwritten  offering,  an underwriting  agreement in customary form for the
managing  underwriters with respect to issuers of similar market  capitalization
and  reporting  and  financial  histories)  and take all such other  appropriate
actions  in  connection  therewith  in  order  to  expedite  or  facilitate  the
disposition  of  the  Registrable   Securities  included  in  such  registration
statement and, in the case of an underwritten offering: (A) make representations
and warranties to each Holder of Registrable  Securities  participating  in such
offering and to each of the underwriters,  in such form,  substance and scope as
are customarily  made to the managing  underwriters by issuers of similar market
capitalization and reporting and financial histories and confirm the same to the
extent  customary if and when  requested;  (B) obtain opinions of counsel to the
Company addressed to each Holder of Registrable Securities participating in such
offering and to each of the underwriters,  such opinions to be in customary form
and  covering  the  matters   customarily   covered  in  opinions   obtained  in
underwritten  offerings  by the  managing  underwriters  for  issuers of similar
market  capitalization and reporting and financial  histories;  (C) use its best
efforts to obtain  "comfort"  letters from the Company's  independent  certified
public   accountants   addressed  to  each  Holder  of  Registrable   Securities
participating in such offering and to each of the underwriters,  such letters to
be in customary  form and covering  matters of the type  customarily  covered in
"comfort"  letters to the managing  underwriters in connection with underwritten
offerings by them for issuers of similar market capitalization and reporting and
financial  histories;  (D)  provide,  in the  underwriting  agreement  or agency
agreement to be entered into in connection  with such offering,  indemnification
and  contribution  provisions  and  procedures no less  favorable than those set
forth in Section 7 with  respect to all  parties to be  indemnified  pursuant to
Section 7; and (E) deliver such customary  documents and  certificates as may be
reasonably  requested  by the  Majority  Registered  Holders  and  the  managing
underwriters to evidence  compliance with clause (A) of this paragraph (xiv) and
with any customary  conditions  contained in the underwriting  agreement entered
into by the Company in connection with such offering;

               (xv) in the case of any nonunderwritten  offering:  (A) obtain an
opinion  of  counsel  to the  Company  at the  time  of  effectiveness  of  such
registration  statement covering such offering and an update thereof at the time
of effectiveness of any post-effective  amendment to such registration statement
(other than by reason of  incorporation by reference of documents filed with the
Commission)  addressed to each Holder of any Registrable  Securities  covered by
such  registration  statement,  covering  matters that are no more  extensive in
scope than would be  customarily  covered in opinions  obtained in  underwritten
offerings  by issuers with  similar  market  capitalization  and  reporting  and
financial histories;  (B) use its best efforts to obtain a "comfort" letter from
the  Company's   independent   certified  public  accountants  at  the  time  of
effectiveness  of such  registration  statement  and,  upon the  request  of the
Majority  Registered  Holders,  updates thereof,  in each case addressed to each
Holder of  Registrable  Securities  participating  in such offering and covering

<PAGE>

matters that are no more extensive in scope than would be customarily covered in
"comfort" letters and updates obtained in underwritten offerings by issuers with
similar market  capitalization  and reporting and financial  histories;  and (C)
deliver a certificate of a senior  executive  officer of the Company at the time
of  effectiveness  of such  registration  statement and, upon the request of the
Majority Registered Holders, updates thereof, such certificates to cover matters
no more extensive in scope than those matters  customarily  covered in officers'
certificates delivered in connection with underwritten offerings by issuers with
similar market capitalization and reporting and financial histories;

               (xvi)  make  available,  for  inspection  by the  Holders  of the
Registrable   Securities   included  in  such   registration,   any  underwriter
participating  in any  disposition  of Registrable  Securities  pursuant to such
registration  statement,  and any attorney,  accountant or other  representative
retained  by such  selling  Holders or by any such  underwriter,  all  pertinent
financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company's officers, directors and employees to supply all
information reasonably requested by any such underwriter,  attorney,  accountant
or other  representative in connection with such registration,  provided that no
record,  document or property  that is subject to a claim of  privilege  need be
made  available for  inspection  by any Person  pursuant to this clause (xvi) if
inspection  thereof  by such  Person  could,  in the  opinion  of the  Company's
counsel, result in the waiver of such privilege;

               (xvii)  otherwise  use  its  best  efforts  to  comply  with  all
applicable rules and regulations of the Commission relating to such registration
and  the  distribution  of the  securities  being  offered  (including,  without
limitation,  Rule l0b-6,  with  respect to which the Company  shall also use its
best  efforts  timely to apprise  each Holder of any bids and  purchases  by the
Company, and of any known bids and purchases by each "affiliated  purchaser" (as
defined in Rule l0b-6) of the Company,  that would in the opinion of the Company
be  prohibited  under  Rule l0b-6 in  connection  with a  "distribution"  (as so
defined)  by such  Holder  of  securities  of the  Company)  and make  generally
available to its security holders earning  statements  satisfying the provisions
of Section 11(a) of the  Securities  Act (including  Rule 158  thereunder),  not
later than 60 days after the end of any  12-month  period (or 120 days,  if such
period is a fiscal year)  commencing  at the end of any fiscal  quarter in which
the Registrable Securities are sold to underwriters in a firm commitment or best
efforts  underwritten  offering,  or,  if not  sold to  underwriters  in such an
offering,  beginning with the first month of the Company's  first fiscal quarter
commencing  after  the  effective  date of such  registration  statement,  which
earning statements shall cover such 12-month periods;

               (xviii)  cooperate and assist in any filings  required to be made
with the National Association of Securities Dealers, Inc. and in the performance
of any customary or required due  diligence  investigation  by any  underwriter,
provided  that no record,  document  or  property  that is subject to a claim of
privilege need be made available for  investigation by any underwriter  pursuant
to this clause (xviii) if investigation  thereof by such  underwriter  could, in
the opinion of the Company's  counsel,  result in the waiver of such  privilege;
and

<PAGE>

               (xix) use its best  efforts to effect  such  registration  in the
manner contemplated by this Agreement.

         (b)   Holder Procedures.

               (i)  Each  Holder  agrees,  by  acquisition  of  the  Registrable
Securities that, upon receipt of any notice from the Company of the happening of
any event  described in Section  5(a)(iii) (B), 5(a) (iii) (C),  5(a)(iii)(D) or
5(a)(iii)(E),  such  Holder  shall  forthwith  discontinue  disposition  of  any
Registrable  Securities  (but,  in the case of an  event  described  in  Section
5(a)(iii)(D), in the affected jurisdiction or jurisdictions only) covered by the
affected registration statement or prospectus until such Holder's receipt of the
copies  of the  supplemented  or  amended  prospectus  contemplated  by  Section
5(a)(iii)  or 5(a)(xi)  or until such Holder is (it being  agreed by the Company
that the underwriters,  if any, shall also be) advised in writing (the "Advice")
by the Company that the use of the applicable  prospectus may be resumed. If the
Company  shall  have  given  any  such  notice  during  a  period  when a Demand
Registration  or  Piggyback  Registration  is in  effect,  the  one-year  period
mentioned in Section 2(b) or Section 3(b), as the case may be, shall be extended
by the number of days from and  including  the date of the giving of such notice
to and including the date when each Holder of Registrable Securities included in
such Registration  shall have received the copies of the supplemented or amended
prospectus  contemplated by Section  5(a)(iii) or 5(a)(xi) or the Advice, as the
case may be.

               (ii) In  connection  with any  underwritten  public  offering  of
Registrable Securities,  the managing underwriter of such offering shall be, (A)
in the case of a Demand Registration, a nationally recognized investment banking
firm selected by the Majority  Registered  Holders and reasonably  acceptable to
the  Company  and (B) in the  case of a  Piggyback  Registration,  a  nationally
recognized  investment  banking  firm  selected by the  Company  and  reasonably
acceptable to the Majority Registered Holders.

          6. Registration Expenses.

          All expenses  incident to the Company's  performance  of or compliance
with  the  provisions  of  this  Agreement,  including  without  limitation  all
registration and filing fees, fees and expenses of compliance with securities or
blue sky laws  (including fees and  disbursements  of counsel in connection with
blue  sky  qualifications  or  registrations  (or the  obtaining  of  exemptions
therefrom) of the Registrable Securities), printing expenses (including expenses
of printing  prospectuses),  messenger and delivery expenses,  internal expenses
(including,  without  limitation,  all salaries and expenses of its officers and
employees performing legal or accounting duties),  fees and disbursements of its
counsel and its independent certified public accounts (including the expenses of
any  special  audit  or  "comfort"  letters  required  by or  incident  to  such
performance or compliance),  securities acts liability insurance (if the Company
elects to obtain such  insurance),  fees and  expenses  of any  special  experts
retained by the Company in connection with such Registration,  fees and expenses
of other  Persons  retained by the Company  shall be borne by the Company.  Each
Holder  shall  bear the fees and  expenses  of its  counsel,  the  out-of-pocket
expenses of the Holders  incurred in  connection  herewith and any  underwriting
discounts,   commissions  or  fees  attributable  to  the  sale  of  Registrable
Securities included in any Registration.

<PAGE>

          7. Indemnification: Contribution.

          (a)  Indemnification by the Company.  The Company shall indemnify,  to
the full extent  permitted by law, each Holder of  Registrable  Securities,  its
officers, directors,  employees and agents, each Person who controls such Holder
(within the meaning of the Securities Act) and any investment adviser thereof or
agent therefor,  against all losses, claims,  damages,  liabilities and expenses
(including  costs of investigation  and legal expenses)  arising out of or based
upon any untrue or alleged untrue  statement of a material fact contained in any
registration  statement  covering  any  Registrable   Securities,   any  related
prospectus or preliminary prospectus, or any amendment or supplement thereto, or
any  omission  or  alleged  omission  to state in any  thereof a  material  fact
required to be stated  therein or necessary to make the  statements  therein (in
the case of a prospectus or prospectus supplement, in light of the circumstances
under which they were made) not  misleading,  except in each case  insofar,  but
only insofar,  as the same arises out of or is based upon an untrue statement or
alleged untrue  statement of a material fact or an omission or alleged  omission
to state a material fact in such registration statement, prospectus, preliminary
prospectus, amendment or supplement, as the case may be, made or omitted, as the
case  may be,  in  reliance  upon and in  conformity  with  written  information
furnished  to the  Company  by  such  Holder  expressly  for use  therein.  This
indemnity is in addition to any liability  that the Company may otherwise  have.
The Company shall also indemnify any underwriters of the Registrable Securities,
selling brokers, dealer managers and similar securities industries professionals
participating  in the  distribution  and their  officers and  directors and each
Person who controls such  underwriters  or other Persons  (within the meaning of
the  Securities  Act) to the same extent as provided  above with  respect to the
indemnification of Holders and other specified Persons.

          (b)   Indemnification  by  Holders  of  Registrable   Securities.   In
connection with any registration statement covering Registrable Securities, each
Holder any of whose Registrable  Securities are covered thereby shall furnish to
the Company in writing  such  information  and  affidavits  with respect to such
Holder  as the  Company  reasonably  requests  for use in  connection  with such
registration statement, any related prospectus or preliminary prospectus, or any
amendment  or  supplement  thereto,  and  shall  indemnify,  to the full  extent
permitted by law, the Company, the Company's directors,  officers, employees and
agents,  each  Person  who  controls  the  Company  (within  the  meaning of the
Securities Act) and any investment  adviser  thereof or agent therefor,  against
all losses,  claims,  damages,  liabilities  and  expenses  (including  costs of
investigation  and legal  expenses)  arising  out of or based upon any untrue or
alleged  untrue  statement  of a material  fact  contained  in any  registration
statement  covering  any  Registrable  Securities,  any  related  prospectus  or
preliminary prospectus,  or any amendment or supplement thereto, or any omission
or alleged  omission  to state in any  thereof a material  fact  required  to be
stated  therein or  necessary to make the  statements  therein (in the case of a
prospectus or prospectus  supplement,  in light of the circumstances under which
they were  made) not  misleading,  in each case to the  extent,  but only to the
extent,  that the same  arises  out of or is based upon an untrue  statement  or
alleged untrue  statement of a material fact or an omission or alleged  omission
to state a  material  fact in such  registration  statement  or in such  related
prospectus, preliminary prospectus, amendment or supplement, as the case may be,
made or omitted,  as the case may be, in reliance  upon and in  conformity  with

<PAGE>

written  information  furnished to the Company by such Holder  expressly for use
therein.  Notwithstanding  any other  provision  hereof,  in no event  shall the
indemnification  obligation  of any Holder be greater in amount  than the dollar
amount of the proceeds  received by such Holder upon the sale of the Registrable
Securities giving rise to such obligation.

          (c) Conduct of  Indemnification  Proceedings.  Any Person  entitled to
indemnification under this Section 7 agrees to give prompt written notice to the
indemnifying party after the receipt by such Person of any written notice of the
commencement of any action, suit,  proceeding or investigation or threat thereof
made in writing for which such Person will claim indemnification or contribution
pursuant to this Agreement and, unless in the judgment of such indemnified party
a  conflict  of  interest  may  exist  between  such  indemnified  party and the
indemnifying party with respect to such claim,  permit the indemnifying party to
assume the defense of such claim with counsel  reasonably  satisfactory  to such
indemnified  party  (which  may  be  regular  counsel  to the  Company).  If the
indemnifying party is not entitled to, or elects not to, assume the defense of a
claim,  it shall not be  obligated to pay the fees and expenses of more than one
counsel  with  respect to such claim,  unless in the judgment of counsel to such
indemnified party, expressed in a writing delivered to the indemnifying party, a
conflict of interest  may exist  between  such  indemnified  party and any other
indemnified  party with respect to such claim,  in which event the  indemnifying
party shall be obligated to pay the fees and expenses of such additional counsel
or counsels (which shall be limited to one counsel per indemnified  party).  The
indemnifying party shall not be subject to any liability for any settlement made
without  its  consent,  which  consent  shall not be  unreasonably  withheld  or
delayed.

          (d) Contribution.

              (i) If the indemnification provided for in this Section 7 from the
indemnifying  party is unavailable to an indemnified  party hereunder in respect
of any losses,  claims,  damages,  liabilities or expenses  referred to therein,
then the indemnifying  party, in lieu of indemnifying  such  indemnified  party,
shall  contribute to the amount paid or payable by such  indemnified  party as a
result  of  such  losses,  claims,  damages,  liabilities  or  expenses  in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party and  indemnified  parties in connection  with the actions that resulted in
such losses,  claims,  damages,  liabilities  or expenses,  as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information  supplied by, such indemnifying party or
indemnified  parties,  and the parties'  relative intent,  knowledge,  access to
information and  opportunity to correct or prevent such action.  The amount paid
or payable by a party as a result of the losses,  claims,  damages,  liabilities
and  expenses  referred  to above  shall be deemed to  include,  subject  to the
limitations  set forth in  Section  7(c),  any legal or other  fees or  expenses
reasonably  incurred  by such  party in  connection  with any  investigation  or
proceeding.

<PAGE>

               (ii) The  parties  hereto  agree  that it  would  not be just and
equitable if  contribution  pursuant to this Section 7(d) were determined by pro
rata  allocation or by any other method of allocation that does not take account
of  the  equitable  considerations  referred  to in  the  immediately  preceding
paragraph.  Notwithstanding  any other provision  hereof,  in no event shall the
contribution  obligation  of any Holder be greater in amount  than the excess of
(A) the dollar  amount of the proceeds  received by such Holder upon the sale of
the Registrable Securities giving rise to such contribution  obligation over (B)
the dollar amount of any damages that such Holder has otherwise been required to
pay by reason of the untrue or alleged  untrue  statement or omission or alleged
omission  giving  rise  to such  obligation.  No  Person  guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any Person who was not guilty of such
fraudulent misrepresentation.

               (iii) If any  provision  of an  indemnification  or  contribution
clause in an underwriting agreement or agency agreement executed by or on behalf
of a Holder of Registrable  Securities in accordance  with Section  5(a)(xiv)(D)
differs from a provision in this Section 7, such  provision in the  underwriting
agreement shall determine such Holder's rights in respect thereof.

          8. Participation in Underwritten Registrations

          No Person may participate in any underwritten Registration unless such
Person (a) agrees to sell such Person's  securities on the basis provided in any
underwriting  arrangements approved by the Persons entitled hereunder to approve
such  arrangements,  (b)  completes and executes all  questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements and other documents reasonably
required under the terms of such underwriting arrangements and (c) agrees to pay
such Person's pro rata portion of all underwriting discounts and commissions.

          9. Cooperation with the Company.

          Each Holder by the acceptance of Registrable  Securities agrees to use
its best efforts to  cooperate  with the Company in all  reasonable  respects in
connection with the preparation and filing of  Registrations  hereunder in which
such Registrable Securities are included or requested to be included.

          10. Miscellaneous.

          (a)  Modifications  in  Connection  with  a  Qualifying  Offering.  In
connection  with the  consummation  of a  Qualifying  Offering  (as such term is
defined in the Purchase  Agreement),  the registration rights provided hereunder
shall be modified to the extent  determined  in the  reasonable  judgment of the
Company's financial advisor to be reasonably necessary to permit consummation of
the Qualifying  Offering on the terms most  favorable to the Company;  provided,
however, that the registration rights granted to the investors in the Qualifying
Offering shall not be more favorable than those granted to the Holders hereunder
(as so  modified)  without the approval of the Holders of at least a majority of
the Registrable Securities then outstanding. The Holders shall have the right to
participate in discussions  with such financial  advisor  regarding any proposed
change in the terms of this  Agreement.  The Holders  shall  execute and deliver

<PAGE>

appropriate  amendments or supplements to this Agreement necessary to effect any
such modification.

          (b) Remedies.  Each Holder of Registrable  Securities,  in addition to
being entitled to exercise all rights in an action at law, including recovery of
damages,  shall be  entitled to specific  performance  of its rights  under this
Agreement.  The  Company  agrees  that  monetary  damages  would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this  Agreement  and  hereby  agrees to waive the  defense  in any action for
specific performance that a remedy at law would be adequate.

          (c) Amendments and Waivers.  Except as otherwise  provided herein, the
provisions of this Agreement may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the Company shall have obtained the prior written  consent of the Holders
of  at  least  a  majority  of  the  securities  then  constituting  Registrable
Securities.

          (d) Notices. All notices, requests,  waivers, releases,  consents, and
other  communications  required or  permitted by this  Agreement  (collectively,
"Notices") shall be in writing.  Notices shall be deemed  sufficiently given for
all purposes under this Agreement when delivered in person,  when  dispatched by
telegram or (upon  written  confirmation  of receipt)  by  electronic  facsimile
transmission  or (upon written  confirmation  of receipt)  when  dispatched by a
nationally  recognized overnight courier service. All Notices shall be delivered
as follows:

               (i) if to a Holder  of  Registrable  Securities,  at the  address
indicated on Company's  registrar  relating to such  securities or at such other
address as such Holder may have furnished to the Company in writing; and

               (ii) if to the Company, at:

                           LogiMetrics, Inc.
                           50 Orville Drive
                           Bohemia, New York 11716
                           Attention: President

          (e) Successors and Assigns.  This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto,
including any successors to the Company by merger.

          (f)  Counterparts.  This  Agreement  may be  executed in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

          (g)  Headings:  Construction.  The headings in this  Agreement are for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning  hereof.  Unless the  context  otherwise  requires,  all  references  to

<PAGE>

Sections are to Sections of this Agreement, "or" is inclusively disjunctive, and
words in the singular include the plural and vice versa. In computing any period
of time  specified in this  Agreement or in any Notices,  the date of the act or
event from which such period of time is to be measured  shall be  included,  any
such period  shall expire at 5:00 p.m.,  New York City time,  on the last day of
such period,  and any such period denominated in months shall expire on the date
in the last month of such period that has the same numerical  designation as the
date of the act or event  from which such  period is to be  measured;  provided,
however,  that if there is no date in the last month of such period that has the
same numerical  designation as the date of such act or event,  such period shall
expire on the last day of the last month of such period.

          (h) Governing Law. This  Agreement  shall be governed by and construed
in accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of laws thereof.

          (i)  Severability.  If one or more of the  provisions  hereof,  or the
application   thereof  in  any  circumstance,   is  held  invalid,   illegal  or
unenforceable  in any  respect,  for any  reason,  the  validity,  legality  and
enforceability  of the  remaining  provisions  hereof  shall  not be in any  way
affected or impaired thereby,  and the provision held to be invalid,  illegal or
unenforceable shall be reformed to the minimum extent necessary, and in a manner
as consistent with the purposes  thereof as is  practicable,  so as to render it
valid,  legal and  enforceable,  it being  intended  that all of the  rights and
privileges of the Holders  hereunder  shall be enforceable to the fullest extent
permitted by law.

          (j) Entire  Agreement.  This  Agreement is intended by the Company and
the Purchasers to be a final expression thereof and is intended to be a complete
and exclusive  statement of the agreement and  understanding  of the Company and
the Purchasers in respect of the subject matter contained  herein.  There are no
restrictions,  promises, warranties or undertakings,  other than those set forth
or  referred to herein.  This  Agreement  supersedes  all prior  agreements  and
understandings  among the Company and any Holders  with  respect to such subject
matter.

                  [Remainder of page intentionally left blank]

<PAGE>

          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

                                         LOGIMETRICS, INC.



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



                                         /s/Steven Dinetz
                                         __________________________________
                                         Steven Dinetz

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



                                         /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, Keogh

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

                                         CRM 1998 ENTERPRISE FUND, LLC

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



                                         By:  /s/Eugene A. Trainor, III
                                              __________________________________
                                              Name: Eugene A. Trainor, III
                                              Title: Chief Financial Officer

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


                                         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:  CRM Management, Inc.,
                                              Its Managing Member



                                         By:  /s/Eugene A. Trainor, III
                                              __________________________________
                                              Name:  Eugene A. Trainor, III
                                              Title:

                                         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/Eugene A. Trainor, III
                                              __________________________________
                                              Name:  Eugene A. Trainor, III
                                              Title:  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>

                                         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


                                         /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



                                          /s/Charles S. Brand
                                          __________________________________
                                          Charles S. Brand

                                          20 Meridian Way
                                          Eatontown, New Jersey 07724
                                          Tel:  (732) 935-7150
                                          Fax:  (732) 935-7151