EXHIBIT 10.38

                                    AGREEMENT

          THIS AGREEMENT (the "Agreement"), dated March 10, 1998, by and between
LOGIMETRICS,  INC.,  a Delaware  corporation  (the  "Company"),  and  Russell J.
Reardon II (the "Executive"),

                                               W I T N E S S E T H:

          WHEREAS,  the  Executive  is  currently  serving  as the  Senior  Vice
President of Finance and Administration of the Company;

          WHEREAS,  the Executive and the Company have agreed that, effective as
of February 27, 1998 (the  "Effective  Date"),  the  Executive  will cease to be
employed by the Company;

          WHEREAS,  the  Company  desires  to have the right to  obtain  certain
consulting  services  from  the  Executive  following  the  termination  of  his
employment and the Executive has agreed to provide such  consulting  services if
requested by the Company;

          NOW,  THEREFORE,  in  consideration  of the mutual covenants set forth
herein and intending to be legally bound, the parties hereto agree as follows:

          1.  Termination  of Current  Employment;  Resignation.  The  Executive
hereby  resigns,  as of the  Effective  Date,  all  positions  he may hold as an
officer or director of the  Company or any of its  subsidiaries.  From and after
the Effective Date, the Executive shall no longer have the status of an employee
of the Company or any of its subsidiaries  and, except as required by applicable
law, shall have no right to participate in any benefit plans maintained for such
employees.

          2. Severance Payments; Options.

             (a) The Company  shall pay to the Executive an aggregate of $42,500
as  severance  wages  and, except as expressly provided herein, in  lieu  of any
payment to which the Executive  may  otherwise  be  entitled as a result of the
termination   of  his  employment  (the  "Severance  Payment").  The   Severance
Payment shall be  payable  in  17 weekly  installments  of $2,500  commencing on
March 12, 1998 and continuing   thereafter  in  accordance  with  the  Company's
current  payroll practices.

             (b) The Company  shall pay to the  Executive an aggregate of $6,000
in  payment  in full of his accrued vacation benefits (the "Vacation  Payment").
The Vacation  Payment shall be made in two equal  installments of $3,000 on each
of March 12, 1998 and March 19, 1998.

             (c) In  addition to the Severance Payment and the Vacation Payment,
the  Company  will  reimburse  the  Executive for  all  remaining  out-of-pocket
expenses  reasonably  and   necessarily  incurred  by  the Executive  during his
employment by  the  Company.  The  Executive's  right  to  reimbursement of such

<PAGE>

expenses is hereby expressly conditioned on the Company's receipt of appropriate
documentation of such expenses so as to preserve any claim of  deductibility  of
suchM expenses by  the  Company for Federal  income tax purposes.  Such expenses
shall be reimbursed  promptly  upon  receipt  of all required  documentation  in
accordance  with the Company's customary expense reimbursement policy.

             (d) The Company and the  Executive  acknowledge  that the Executive
is  entitled  to elect to receive  continuation  of  medical  coverage  pursuant
to   Comprehensive  Omnibus  Budget  Reconciliation   Act  ("COBRA"),  and   the
Executive hereby elects, effective as of the Effective  Date, such  continuation
of  coverage.  From the Effective  Date through June 30, 1998, the Company shall
pay on behalf of the  Executive  the monthly  premiums  payable by the Executive
in connection  therewith.  The  Executive  shall  be responsible for all monthly
premiums  payable  thereafter  for so long as the Company is required to provide
coverage and the Executive wishes to remain covered under COBRA. Notwithstanding
the foregoing,  in the event that the Executive commences  full-time  employment
with  another  person or entity prior to June 30,  1998,  then  beginning on the
effective date of coverage under such successor  employer's  medical  insurance,
the  Company  shall no longer be  responsible  for  payment of any such  monthly
premiums.

          (e) All options  granted to the  Executive  pursuant to the  Company's
1997 Stock Compensation  Program are hereby terminated as of the Effective Date.
Any agreement  relating to such options shall be null and void and of no further
force and effect.

          (f) The Option Agreement,  dated May 5 1996, between the Executive and
the  Company  shall  remain  in  full  force  and  effect   notwithstanding  the
termination of the Executive's employment hereunder.

          (g) Pursuant to a separate stock option agreement,  a copy of which is
attached hereto as Exhibit A (the "Option  Agreement"),  the Company shall grant
to the  Executive an option  covering One Hundred Three  Thousand  Three Hundred
Thirty Three (103,333)  shares of the common stock of the Company at an exercise
price of $0.55 per share (the "New Option"). The New Option shall be exercisable
commencing  on the  Effective  Date,  shall  terminate  twelve  months  from the
Effective  Date and  shall  otherwise  be  subject  to the  terms of the  Option
Agreement.

          3. Consulting Relationship.

             (a) During  the  period  commencing  on  the   Effective  Date  and
terminating  on  June  30,  1998  (the "Consulting Period"), upon the request of
either  the  Chief  Executive  Officer  or  the  President  of the Company,  the
Executive  will provide  advice  to  the Company and its subsidiaries  regarding
matters  within  his  area   of  expertise  applicable  to the  Company  or  its
subsidiaries  (the  "Consulting  Services").  Such  Consulting  Services  may be
rendered in person  at  the  offices of  the  Company,  at some  other  mutually
agreeable  place,  by  telephone  or by correspondence;  provided, however, that
the Executive shall  not  be  obligated  to  provide  Consulting  Services  on a
particular  day if the  provision  of  such Consulting  Services  on  such  date
would interfere with the Executive's  full-time employment by another  employer.

<PAGE>

Except as otherwise agreed between the parties hereto,  the  Executive  will not
be  obligated  to render  Consulting  Services hereunder on more than five days
in any month.

             (b) The Company shall pay to the Executive a consulting fee of $65
per hour for each hour (or portion  thereof) during which the Executive provides
Consulting  Services to the Company and its subsidiaries (the "Consulting Fee").
Payment of  Consulting  Fees shall be made  monthly in arrears no later than the
first business day of each calendar month following a month in which  Consulting
Services have been provided.

             (c) In  addition  to the payment of the Consulting Fee, the Company
will reimburse  the  Executive  for  all   out-of-pocket   expenses   reasonably
and necessarily  incurred by the  Executive  in  connection  with the  provision
of  Consulting  Services  hereunder;  provided   that  the Company has  approved
such  expenses  in  advance.   The  Executive's  right to reimbursement of  such
expenses  is hereby   expressly   conditioned   on  the  Company's   receipt  of
appropriate  documentation  of  such  expenses  so  as  to preserve any claim of
deductibility of  such  expenses by the Company for Federal income tax purposes.
Approved  expenses  shall  be  reimbursed  promptly upon receipt of all required
documentation.

          4. Confidentiality Covenant; Non-solicitation; Non-competition.

             (a) The  Executive  recognizes  that  both during the course of his
employment with the Company and during the Consulting  Period, the Executive has
had access to and has acquired  and will  continue to have access to and acquire
confidential  and  proprietary  information  relating  to the  Company  and  its
subsidiaries (the "Proprietary  Information").  The Executive  acknowledges that
the  Proprietary  Information  has  been  and will  continue  to be of  critical
importance to the business and  operations of the Company and its  subsidiaries.
Accordingly,  the  Executive  shall  use such  Proprietary  Information  only in
connection  with the provision of Consulting  Services  hereunder and shall not,
without  the  express  prior  written  consent  of  the  Company,   directly  or
indirectly,  disclose any Proprietary Information to any other person or use any
such Proprietary Information,  either directly or indirectly, for his benefit or
for the benefit of any third party. At the request of the Company, the Executive
shall immediately return to the Company all Proprietary  Information provided to
the  Executive  by or on behalf of the  Company or any of its  subsidiaries  and
shall  destroy  all other  Proprietary  Information  then in his  possession  or
subject to his control and shall certify such destruction to the Company.  Under
no circumstances  shall the Executive retain any copies of materials  containing
Proprietary Information, or any documents,  notes, memoranda,  studies, analyses
or other material reduced to a tangible form containing Proprietary Information.
The  Executive's   obligations   under  this  Section  4(a)  shall  survive  any
termination or expiration of this Agreement forever.

          The term "Proprietary  Information" does not include information which
(i) is or becomes generally available to the public (other than as a result of a
disclosure  by the  Executive  or a  representative  of the  Executive)  or (ii)
becomes  available to the  Executive on a  non-confidential  basis from a source
other  than  the  Company  or one of its  representatives  which  the  Executive
reasonably believes is entitled to disclose it.

<PAGE>

            (b)  Commencing  on the date  hereof  and continuing until the first
anniversary  of the end of the  Consulting  Period,  the  Executive  shall  not,
without  the  express  prior  written  consent  of  the  Company,   directly  or
indirectly,  (i) solicit or assist any third party in soliciting  for employment
any employee  employed by the Company or any of its subsidiaries or any employee
who has voluntarily  terminated his or her employment with the Company or any of
its subsidiaries  during the period of this restriction  ("Employees"),  or (ii)
employ,  attempt to employ or materially  assist any third party in employing or
attempting  to employ  any  Employee.  The  Executive's  obligations  under this
Section 4(b) shall survive any termination or expiration of this Agreement.

             (c) Commencing  on the date hereof and  continuing  until the first
anniversary  of the end of the  Consulting  Period,  the  Executive  shall  not,
without  the  express  prior  written  consent  of  the  Company,   directly  or
indirectly,  any  where in the  world (x)  engage  in the  design,  manufacture,
assembly,  sale,  maintenance or servicing of high-power  amplifiers,  satellite
communications  equipment or  transmitting  and receiving  equipment (or related
components)  used  in  connection  with  the  provision  of  local   multi-point
distribution services (collectively, a "Competing Business"), or (y) serve as an
officer,  director,  employee,  partner,  member,  manager or  consultant  to or
beneficially  own any equity interest (other than an interest of less than 2% of
the  outstanding  voting power of any publicly  traded company) in any Competing
Business. The Executive's  obligations under this Section 4(c) shall survive any
termination or expiration of this Agreement.

             (d) The  Executive  acknowledges  that,  in the event of any breach
of  this Section 4 by him, the Company and its subsidiaries would be irreparably
and  immediately  harmed  and  could  not  be   made  whole by monetary damages.
Accordingly,  the  Company,  in  addition to any other remedy to which it may be
entitled,  shall  be entitled to temporary, preliminary and permanent injunctive
relief  to  prevent  breaches  of the provisions of this Section 4 and to compel
specific  performance of  the  provisions  hereof.  The  Company  shall  not  be
required to post a bond or other security  in  connection with the  granting  of
any such  relief.  These remedies  shall not be deemed to be  exclusive remedies
for a violation of this Agreement but shall be in addition to all other remedies
available  to the Company at law or in equity.

             (e) The provisions of this Section 4 shall supersede the provisions
of any other similar covenants to which the Executive may be a party or by which
he may be bound, all of which shall be null and void and of no further force and
effect.

          5. Release.

             (a) The  parties  hereto  confirm  and  warrant that  they have not
caused or permitted to be filed any pending  charge, complaint or action against
each other or, in the case of the  Executive,  any  Released Party  (as  defined
in Section 5(h) below).

             (b) The parties  hereto hereby expressly warrant that they have not
assigned  any claim that they have or may have against the other or, in the case
of the Executive, any Released Party, to any person or entity.

<PAGE>

             (c) The  Executive  understands  that  there  are various state and
federal laws that prohibit employment  discrimination  on the basis of age, sex,
race, color,  national origin,  religion,  disability and other  categories, and
that these laws are  enforced  by the courts and  various  government  agencies.
The Executive  intends  and does give up any rights he may have under these laws
or  any other laws with  respect to his  employment  with the  Company or any of
its subsidiaries, or the termination of that employment.

             (d) Subject to  Section 5(g) hereof,  the Executive hereby releases
and  forever  discharges  each Released Party from any and all actions, demands,
causes  of  action  and  claims  whatsoever,  known  or   unknown,  suspected or
unsuspected,  the  Executive  ever had,  now has,  or  shall  have  (whether  in
law,  equity,  or  otherwise)  against any  Released  Party with  respect to any
matter,  event  or  condition  occurring  or  arising  on or prior  to the  date
of the  Executive's execution of this Agreement, including, but  not limited to,
claims  for breach of an implied or expressed  employment  contract,  claims for
unlawful discharge, claims alleging a violation of Title VII of the Civil Rights
Act of 1964,  The Age   Discrimination  in  Employment  Act  of  1967, The Civil
Rights  Act  of  1866,  The Americans with  Disabilities  Act, The  Occupational
Safety  and  Health  Act,  The Employee Retirement Income Security Act, The Fair
Labor Standards Act, The Equal Pay Act,  The Family and Medical  Leave  Act, the
New York State Human Rights Law, the  New  York  City  Human  Rights Law, claims
pursuant to federal,  state or local law regarding discrimination based on race,
age, sex, religion,  marital status,  disability,  sexual preference or national
origin,  claims for alleged violation of  any  other  local,  state,  or federal
law,  regulations,  ordinance or public policy  having  any  bearing  whatsoever
on  the  terms  or  conditions  of the Executive's employment with  the  Company
or  any of its  subsidiaries  or  the  termination  thereof,  claims pursuant to
common law, or claims arising directly or  indirectly  out  of  the  Executive's
employment by or separation from employment  with  the  Company  or  any of  its
subsidiaries. The Executive acknowledges that, as of the date of this Agreement,
he is not aware of any such  actions,  demands, causes of action or claims  that
may be brought by him or on his behalf  against any Released Party.

          Subject to Section 5(g) hereof,  the Company (on its own behalf and on
behalf of its subsidiaries) hereby releases and forever discharges the Executive
from any and all actions, demands, causes of action and claims whatsoever, known
or unknown,  suspected or  unsuspected,  the Company or any of its  subsidiaries
ever had, now has, or shall have (whether in law, equity, or otherwise)  against
the  Executive  with  respect to any matter,  event or  condition  occurring  or
arising on or prior to the date of the  Executive's  execution of this Agreement
having any bearing  whatsoever  on the terms or  conditions  of the  Executive's
employment  with  the  Company  or any of its  subsidiaries  or the  termination
thereof, claims pursuant to common law, or claims arising directly or indirectly
out of the  Executive's  employment by or separation  from  employment  with the
Company or any of its subsidiaries.

             (e) Subject to Section 5(g) hereof, the parties hereto covenant and
agree never to file any suit,  action,  cause of action,  or other claim against
the other  party or,  in the case of the  Executive,  any  Released  Party  with
respect to any matter,  event or  condition  occurring or arising on or prior to
the date hereof.

<PAGE>

             (f)  Subject to  Section  5(g)  hereof, each of the Company and the
Executive hereby releases and discharges the other party and, in the case of the
Executive, each Released Party not only from any and all claims which such party
could  have made on its own  behalf  but also from  those  which may or could be
brought by any person, governmental authority or organization on its behalf, and
each of the Company and the Executive  specifically  waives any right to become,
and promises not to become,  a member of any class in any  proceeding or case in
which any claim or claims  against  the other or, in the case of the  Executive,
any Released Party may arise, in whole or in part, from any event which occurred
on or before the date of this Agreement.

          (g) Each of the  Company  and the  Executive  agree that the  releases
given  pursuant to this Section 5 shall not be applicable to any criminal  acts,
knowing violations of law, breaches of fiduciary duty or acts of intentional and
willful  misconduct on the part of the other party.  Each of the Company and the
Executive  acknowledges  that nothing in this  Section 5 precludes  either party
from taking any legal action against the other for the breach by either party of
any provision of this Agreement.  In addition to any other remedies available at
law or by  agreement,  in the  event of any such  breach by the  Executive,  the
Company shall be entitled to recover any and all amounts theretofore paid to the
Executive pursuant to Sections 2 and 3 above.

          (h) For purposes of this  Agreement,  the term "Released  Party" shall
include the Company,  its parents,  subsidiaries  and affiliates,  the officers,
directors,  shareholders,  agents  and  employees  of  any  of  them  and  their
respective heirs, successors, assigns and legal representatives.

          6. Confidentiality; Cooperation.

          (a) The Executive  shall not disclose either directly or indirectly to
any person in any manner  whatsoever  any  information of any kind regarding the
terms of this  Agreement,  except the  Executive  may disclose the existence and
terms of this  Agreement to his  attorneys,  family  members,  tax and financial
advisors and prospective  employers and to others to the extent required by law;
provided  however  that each such person  receiving  such  information  shall be
required to maintain the  confidentiality of such information (other than in the
event of a disclosure as required by law).

          (b) The  exclusive  statements  which  shall  be  made  to any  person
concerning the termination of the Executive's  employment are (a) the statements
set forth in the press release annexed hereto as Exhibit B (the "Press Release")
or in any other press  release  that the Company may issue;  provided,  however,
that (i) the  Executive  acknowledges  that the Company shall not be required to
issue the Press Release or any other press release  relating to the  termination
of the Executive's  employment,  and (ii) in the event that the Company issues a
press  release  which  varies  materially  from  the form of the  Press  Release
attached hereto,  the Executive shall have the right to approve the form of such
press release, which approval shall not be unreasonably withheld or delayed, and
(b) a statement to indicate  that the  Executive and the Company have come to an
amicable resolution regarding the Executive's  resignation;  provided,  however,

<PAGE>

that  this  Section  6(b)  shall not  preclude  the  Company  from  making  such
disclosures as are necessary on a confidential  basis to its Board of Directors,
provided  that  such  directors  shall  maintain  the  confidentiality  of  such
information  (other than in the event of a disclosure  as required by law),  and
such other disclosures as are required by law.

          (c) The  Executive  shall not for any reason  whatsoever,  directly or
indirectly,  either alone or jointly  with any person and whether as  principal,
servant or agent, in any way comment (in writing or otherwise)  negatively about
the Company, any of its subsidiaries or affiliates or their respective officers,
directors,  shareholders  or  employees to any person or entity,  disparage  its
products,  plans or management to any supplier,  vendor,  contractor,  creditor,
shareholder or potential shareholder, media, subcontractor, competitor, customer
or  potential  customer or any other  person or entity,  or do anything  else to
affect  adversely  the good will of the Company or any of its  subsidiaries  and
affiliates. The Company hereby covenants with the Executive that it will not for
any reason whatsoever,  directly or indirectly in any way comment (in writing or
otherwise) negatively about the Executive to any person.

          (d) The Executive shall cooperate fully with the Company in connection
with any and all existing and future  investigations  or litigation  brought by,
against  or  involving  the  Company  or any of its  subsidiaries,  officers  or
directors, whether administrative,  civil or criminal in nature, in which and to
the extent the Company,  in its  reasonable  discretion,  deems  necessary.  The
Company shall reimburse the Executive for all reasonable  out-of-pocket expenses
incurred by the  Executive in  connection  with his  cooperation  provided  such
expenses  are  approved  in  advance  by the  Company.  The  Company  shall  use
commercially  reasonable  efforts  to limit any  disruption  to the  Executive's
employment  caused by the Executive's  cooperation in any such  investigation or
litigation.  In the event that the  Executive  is required to take time off from
full-time  employment  in order to fulfill his  obligations  under this  Section
6(d), the Company shall pay the Executive for any lost wages resulting therefrom
subject to an hourly cap equal to the Consulting Fee.

          (e) The  Executive  has  disclosed  to an  appropriate  officer of the
Company  or to the Board of  Directors  any  information  in his  possession  or
subject  to his  control  concerning  any  conduct  of the  Company,  any of the
Company's  subsidiaries  or any employee that he has reason to believe is or may
be unlawful or unethical in any respect.

          7.  Withholding.  The Company shall  withhold from payments due to the
Executive such amounts as the Company shall reasonably  determine it is required
by law to withhold.

          8.  Severable  Provisions.   The  provisions  of  this  Agreement  are
severable,  and if any one or more provisions may be determined to be illegal or
otherwise unenforceable,  in whole or in part, the remaining provisions, and any
partially unenforceable provision to the extent enforceable in any jurisdiction,
shall nevertheless be binding and enforceable.

          9. Binding  Agreement;  Assignment.  The rights and obligations of the
parties hereto under this  Agreement  shall inure to the benefit of and shall be
binding upon the parties' respective  successors and assigns.  This Agreement is
personal to the Executive  and may not be assigned by the Executive  without the

<PAGE>

Company's prior written consent.  Any assignment or purported  assignment by the
Executive in violation of this Section 9 shall be null and void

          10. Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be delivered personally, by facsimile or
sent by certified, registered or express air mail, postage prepaid, and shall be
deemed given which so delivered personally,  or by facsimile, or if mailed, five
days after the date of mailing, as follows:

                  If to the Company:        LogiMetrics, Inc.
                                            50 Orville Drive
                                            Bohemia, New York  11716
                                            Telephone:  (516) 784-4110
                                            Facsimile:  (516) 784-4130
                                            Attention:  Mr. Norman M. Phipps

                  If to the Executive:      Russell J. Reardon II
                                            11 Old Quarry Road
                                            Cedar Grove, New Jersey  07009
                                            Telephone:  (973) 239-8557
                                            Facsimile:  (973) 239-5550

or at such other addresses as shall be furnished in writing  to  the other party
hereto.

          11.  Waiver.  Either  party's  failure to  enforce  any  provision  or
provisions  of this  Agreement  shall not in any way be construed as a waiver of
any such  provision  or  provisions  as to any future  violations  thereof,  nor
prevent that party  thereafter  from enforcing each and every other provision of
this  Agreement.  The rights  granted the parties  herein are cumulative and the
waiver by a party of any single  remedy  shall not  constitute  a waiver of such
party's right to assert all other legal  remedies  available to such party under
the circumstances.

          12.  Governing Law. This Agreement  shall be governed by and construed
in  accordance  with the laws of the  State of New York,  without  regard to the
choice of law principles thereof.

          13. Captions and Paragraph  Headings.  Captions and paragraph headings
used herein are for  convenience  only and are not a part of this  Agreement and
shall not be used in construing this Agreement.

          14. Entire  Agreement.  This  Agreement  shall  constitute  the entire
agreement  among the parties with respect to the subject matter hereof and shall
supersede all previous  written,  oral or implied  understandings  or agreements
among  them with  respect  to such  matters.  No  modification,  termination  or
attempted  waiver of this Agreement  shall be valid unless in writing and signed
by the party against whom the same is sought to be enforced.

<PAGE>

          15. ATTORNEY REVIEW. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS
BEEN GIVEN AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT
AND THAT,  PRIOR TO THE EXECUTIVE'S  EXECUTING THIS  AGREEMENT,  THE COMPANY HAS
ADVISED  THE  EXECUTIVE  TO AND HAS  GIVEN HIM THE  OPPORTUNITY  TO HAVE HIS OWN
INDEPENDENT ATTORNEY REVIEW THIS AGREEMENT.

          16.  AGREEMENT  EFFECTIVE.  THIS  AGREEMENT  SHALL  BE  EFFECTIVE  AND
ENFORCEABLE  ON THE  EIGHTH  (8TH) DAY AFTER  EXECUTION  BY THE  EXECUTIVE.  THE
PARTIES UNDERSTAND AND AGREE THAT THE EXECUTIVE, IN HIS INDIVIDUAL CAPACITY, MAY
REVOKE THIS  AGREEMENT  AFTER  HAVING  EXECUTED IT BY SO ADVISING THE COMPANY IN
WRITING,  PROVIDED  SUCH  WRITING IS  RECEIVED BY THE COMPANY AT THE ADDRESS SET
FORTH IN SECTION 10 ABOVE NO LATER THAN  11:59  P.M.  ON THE  SEVENTH  (7TH) DAY
AFTER HIS EXECUTION OF THIS AGREEMENT.  IF THE EXECUTIVE REVOKES THIS AGREEMENT,
IT SHALL  NOT BE  EFFECTIVE  OR  ENFORCEABLE,  AND THE  EXECUTIVE  SHALL  NOT BE
ENTITLED TO RECEIVE OR RETAIN THE PAYMENTS AND OTHER BENEFITS OF THE AGREEMENT.

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

<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
                                           _____________________________________
                                           Norman M. Phipps, President and Chief
                                           Operating Officer


                                           /s/Russell J. Reardon II
                                           __________________________________
                                           Russell J. Reardon II

<PAGE>

                                    Exhibit A


                         Form of Stock Option Agreement

<PAGE>

                                    Exhibit B


                                  Press Release