EXHIBIT 10.22

                                LOGIMETRICS, INC.

                             Stock Option Agreement


Mr. Russell J. Reardon
11 Old Quarry Road
Cedar Grove, NJ  07009

Dear Mr. Reardon:

          We are pleased to notify you that by the determination of the Board of
Directors  an option to purchase an  aggregate  of 250,000  shares of the Common
Stock of LogiMetrics, Inc. (herein called the "Company") at an exercise price of
$.50 per share has this 1st day of May,  1996 been  granted to you.  This option
may be exercised only upon the terms and conditions set forth below:

          1. Purpose of Option.

          The purpose of this option is to further the growth and development of
the Company by  encouraging  employees  of the  Company to obtain a  proprietary
interest in the Company through the ownership of stock,  thereby  providing such
employees  with an added  incentive to continue in the employ and to promote the
success of the Company,  and  affording the Company a means of attracting to its
service employees of outstanding ability.

          2. Acceptance of Option Agreement.

          Your execution of this option  agreement will indicate your acceptance
of and your  willingness to be bound by its terms; it imposes no obligation upon
you to purchase  any of the shares  subject to the option.  Your  obligation  to
purchase  shares can arise only upon your  exercise  of the option in the manner
set forth in paragraph 4 hereof.

          3. When Option May be Exercised.

          The option  granted you hereunder may be exercised in whole or in part
at any time and from time to time until the close of business on March 7, 2003.

          4.  Adjustment for Issue or Sale of Common Stock at Less Than Purchase
Price.

          In  case,  at any time or from  time to time  after  the  date  hereof
("Issuance  Date"),  the Company  shall issue or sell shares of its Common Stock
(other than any Common  Stock  issuable  upon (i)  conversion  of the  Company's
Amended and Restated 12% Convertible  Subordinated  Debentures  dated as of July
14,  1995  ("1995  Debentures"),  (ii)  exercise  of those  certain  Amended and
Restated  Series A Warrants  dated March 7, 1996 to purchase  600,000  shares of
Common  Stock  ("Series  A  Warrants"),  (iii)  exercise  by each of  Murray  H.
Feigenbaum 

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and Jerome Deutsch (the  "Principals") of their right to purchase 100,000 shares
of  Common  Stock at a price of $.10 per  share  ("Principals'  Options"),  (iv)
exercise of those certain  Amended and Restated Series B Warrants dated March 7,
1996 to purchase  1,500,000  shares of Common Stock  ("Series B Warrants"),  (v)
conversion of the Company's 12% Convertible Senior Subordinated Debentures dated
March 7, 1996 ("Senior Subordinated Debentures"), (vi) exercise of those certain
Series C Warrants  dated  March 7, 1996 to purchase an  aggregate  of  2,542,380
shares of Common Stock  ("Series C Warrants"),  (vii)  exercise of those certain
Series D Warrants  dated  March 7, 1996 to purchase an  aggregate  of  2,830,200
shares of Common Stock ("Series D Warrants"),  (viii)  exercise of those certain
Stock  Options,  dated March 7, 1996 to purchase  225,000 shares of Common Stock
issued to Richard K. Laird  ("Laird  Options"),  (ix)  exercise of those certain
Series E Warrants  dated  March 7, 1996 to purchase an  aggregate  of  1,000,000
shares of Common Stock ("Series E Warrants") and (x) conversion of the Company's
30 shares of Series A 12%  Cumulative  Convertible  Redeemable  Preferred  Stock
("Preferred   Stock"  and  together  with  the  1995   Debentures,   the  Senior
Subordinated Debentures, the Series A, B, C, D and E Warrants (collectively, the
"Warrants"), the Laird Options, the Principals' Options and any shares of Common
Stock issuable upon conversion or exercise thereof, the "Subject  Securities")),
for a  consideration  per share  less than  thirty  cents  ($.30) per share (the
"Trigger  Price")  (or,  if a Pro  Forma  Trigger  Price  shall be in  effect as
provided  below in this Paragraph 3, then less than such Pro Forma Trigger Price
per share),  then and in each such case, upon the exercise hereof as provided in
Paragraph 1 hereof,  you shall be entitled to receive,  in lieu of the shares of
Common Stock  theretofore  receivable upon the exercise of this Option, a number
of shares of Common Stock  determined by (a) dividing the Trigger Price by a Pro
Forma Trigger Price per share to be computed as provided below in this Paragraph
4, and (b) multiplying the resulting  quotient by the number of shares of Common
Stock  provided  called for by this Option.  A Pro Forma Trigger Price per share
shall be the price  computed  (to the nearest  cent,  a fraction of half cent or
more being considered a full cent):

          by dividing  (i) the sum of (x) the result  obtained by
          multiplying the number of shares of Common Stock of the
          Company outstanding  immediately prior to such issue or
          sale by the Trigger  Price (or, if a Pro Forma  Trigger
          Price shall be in effect,  by such Price),  and (y) the
          consideration,  if any,  received by the  Company  upon
          such  issue or sale,  by (ii) the  number  of shares of
          Common  Stock of the  Company  outstanding  immediately
          after such issue or sale.

          For the purpose of this Paragraph 4:

          4.1.  Stock Splits,  Dividends,  etc., in Common Stock or  Convertible
Securities.  In case the Company  splits its Common  Stock or shall  declare any
dividend,  or make any other distribution,  upon any stock of the Company of any
class payable in Common Stock, or in any stock or other  securities  directly or
indirectly  convertible into or exchangeable for Common Stock (any such stock or
other securities being hereinafter called "Convertible Securities"), such split,
declaration  or  distribution  shall be deemed to be an issue or sale (as of the
record  date  for  such  split,   dividend  or  other   distribution),   without
consideration,  of such Common Stock or such Convertible Securities, as the case
may be.

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          4.2. Issuance or Sale of Convertible  Securities.  In case the Company
shall  issue  or  sell  any  Convertible   Securities  other  than  the  Subject
Securities, there shall be determined the price per share for which Common Stock
is issuable upon the conversion or exchange  thereof,  such  determination to be
made by dividing (a) the total amount  received or  receivable by the Company as
consideration  for the issue or sale of such  Convertible  Securities,  plus the
minimum  aggregate  amount of additional  consideration,  if any, payable to the
Company upon the  conversion or exchange  thereof,  by (b) the maximum number of
shares of Common Stock of the Company  issuable upon the  conversion or exchange
of all such Convertible Securities.

          If the price per share so  determined  shall be less than the  Trigger
Price (or,  it a Pro Forma  Trigger  Price  shall be in  effect,  less than such
Price) as of the date of such  issue or sale,  then such  issue or sale shall be
deemed  to be an issue or sale for cash (as of the date of issue or sale of such
Convertible  Securities) of such maximum number of shares of Common Stock at the
price per share so  determined,  provided that, if such  Convertible  Securities
shall by their terms provide for an increase or  increases,  with the passage of
time, in the amount of additional consideration, if any, payable to the Company,
or in the rate of exchange,  upon the  conversion or exchange  thereof,  the Pro
Forma Trigger Price per share shall,  forthwith upon any such increase  becoming
effective,  be readjusted to reflect the same, and provided,  further, that upon
the  expiration  of such rights of  conversion  or exchange of such  Convertible
Securities,  if any thereof shall not have been exercised, the Pro Forma Trigger
Price per share shall  forthwith be readjusted and thereafter be the price which
it would have been had an adjustment been made on the basis that the only shares
of Common Stock so issued or sold were those issued or sold upon the  conversion
or exchange of such  Convertible  Securities,  and that they were issued or sold
for the  consideration  actually received by the Company upon such conversion or
exchange,  plus the consideration,  if any, actually received by the Company for
the  issue or sale of all such  Convertible  Securities  which  shall  have been
converted or exchanged.

          4.3. Grant of Rights or Options for Common Stock.  In case the Company
shall  grant any rights or options  to  subscribe  for,  purchase  or  otherwise
acquire Common Stock of any class other than the Subject Securities, there shall
be  determined  the price per share for which Common Stock is issuable  upon the
exercise of such rights or options,  such  determination  to be made by dividing
(a)  the  total  amount,  if any,  received  or  receivable  by the  Company  as
consideration  for the  granting  of such  rights or  options,  plus the minimum
aggregate  amount of additional  consideration,  if any,  payable to the Company
upon the exercise of such rights or options, by (b) the maximum number of shares
of Common Stock issuable upon the exercise of such rights or options.

          If the price per share so  determined  shall be less than the  Trigger
Price (or,  if a Pro Forma  Trigger  Price  shall be in  effect,  less than such
Price) as of the date of such issue or sale, then the granting of such rights or
options  shall be  deemed to be an issue or sale for cash (as of the date of the
granting of such rights or options) of such  maximum  number of shares of Common
Stock at the price per share so  determined,  provided  that,  if such rights or
options  shall by their terms  provide for an  increase or  increases,  with the
passage of time, in the amount of 

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additional  consideration,  if any,  payable to the  Company  upon the  exercise
thereof,  the Pro Forma Trigger Price per share shall,  forthwith  upon any such
increase  becoming  effective,  be readjusted to reflect the same, and provided,
further,  that upon the  expiration  of such rights or  options,  if any thereof
shall  not have been  exercised,  the Pro Forma  Trigger  Price per share  shall
forthwith be readjusted and thereafter be the price which it would have been had
an  adjustment  been made on the basis that the only  shares of Common  Stock so
issued or sold were those  issued or sold upon the  exercise  of such  rights or
options  and  that  they  were  issued  or sold for the  consideration  actually
received by the Company  upon such  exercise,  plus the  consideration,  if any,
actually received by the Company for the granting of all such rights or options,
whether or not exercised.

          4.4. Grant of Rights or Options for  Convertible  Securities.  In case
the Company  shall  grant any rights or options to  subscribe  for,  purchase or
otherwise acquire Convertible  Securities,  such Convertible Securities shall be
deemed, for the purposes of subparagraph 4.2. above, to have been issued or sold
for the total amount received or receivable by the Company as consideration  tor
the  granting of such rights or options  plus the  minimum  aggregate  amount of
additional  consideration,  if any,  payable to the Company upon the exercise of
such rights or options,  provided  that,  upon the  expiration of such rights or
options,  if any thereof  shall not have been  exercised,  the Pro Forma Trigger
Price per share shall  forthwith be readjusted and thereafter be the price which
it would  have been had an  adjustment  been  made upon the basis  that the only
Convertible  Securities  so issued or sold  were  those  issued or sold upon the
exercise  of such  rights or options  and that they were  issued or sold for the
consideration  actually  received by the Company  upon such  exercise,  plus the
consideration,  if any, actually received by the Company for the granting of all
such rights or options, whether or not exercised.

          4.5. Dilution in Case of Other Stock or Securities. In case any shares
of stock or other securities,  other than Common Stock of the Company,  shall at
any  time be  receivable  upon  the  exercise  of this  Option,  and in case any
additional  shares of such stock or any additional such securities (or any stock
or other  securities  convertible  into or  exchangeable  for any such  stock or
securities)  shall be issued or sold for a  consideration  per share  such as to
dilute the purchase rights evidenced by this Option,  then and in each such case
the Pro Forma Trigger Price per share shall forthwith be adjusted, substantially
in the manner  provided for above in this Paragraph 4, so as to protect  against
the effect of such dilution.

          4.6. Expenses,  etc., Deducted.  In case any shares of Common Stock or
Convertible  Securities or any rights or options to subscribe  for,  purchase or
otherwise acquire any Common Stock or Convertible  Securities shall be issued or
sold for cash,  the  consideration  received  therefor shall be deemed to be the
amount received by the Company  therefor,  after deducting any expenses incurred
and any underwriting or similar commissions, compensation or concessions paid or
allowed by the Company in connection with such issue or sale.

          4.7.  Determination  of  Consideration.  In case any  shares of Common
Stock or  Convertible  Securities  or any rights or options  to  subscribe  for,
purchase or otherwise  acquire any Common Stock or Convertible  Securities shall
be issued or sold for a consideration  other than cash (or a consideration which
includes cash, if any cash  constitutes a part of the assets of a 

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corporation  or  business  substantially  all of the  assets  of which are being
received a such  consideration)  then,  for the purpose of this Paragraph 4, the
Board of Directors of the Company  shall  promptly  determine  the fair value of
such consideration,  and such Common Stock,  Convertible  Securities,  rights or
options  shall  be  deemed  to have  been  issued  or  sold on the  date of such
determination  in good  faith.  Such value  shall not be more than the amount at
which such  consideration is recorded in the books of the Company for accounting
purposes  except in the case of an  acquisition  accounted  for on a pooling  of
interest basis. In case any Common Stock or Convertible Securities or any rights
or options to subscribe for,  purchase or otherwise  acquire any Common Stock or
Convertible  Securities  shall be issued or sold  together  with other  stock or
securities or other assets of the Company for a consideration which covers both,
the Board of Directors of the Company shall promptly  determine what part of the
consideration so received is to be deemed to be the  consideration for the issue
or sale of such  Common  Stock  or  Convertible  Securities  or such  rights  or
options.

          The Company  covenants and agrees that,  should any  determination  of
fair value of  consideration  or of allocation of  consideration  be made by the
Board of Directors of the Company,  pursuant to this  subparagraph 4.7, it will,
not less than seven (7) days after any and each such  determination,  deliver to
you a certificate  signed by the President or a Vice President and the Treasurer
or an Assistant  Treasurer of the Company reciting such value as thus determined
and setting forth the nature of the transaction for which such determination was
required to be made, the nature of any consideration, other than cash, for which
Common Stock,  Convertible Securities,  rights or options have been or are to be
issued, the basis for its valuation,  the number of shares of Common Stock which
have been or are to be issued, and a description of any Convertible  Securities,
rights or options which have been or are to be issued,  including  their number,
amount and terms.

          4.8.  Record Date Deemed Issue Date.  In case the Company shall take a
record of the  holders  of shares of its stock of any class for the  purpose  of
entitling  them (a) to receive a dividend  or a  distribution  payable in Common
Stock  or in  Convertible  Securities,  or (b) to  subscribe  for,  purchase  or
otherwise acquire Common Stock or Convertible Securities,  then such record date
shall be deemed to be the date of the issue or sale of the Common  Stock  issued
or sold or  deemed to have been  issued  or sold  upon the  declaration  of such
dividend or the making of such other  distribution,  or the date of the granting
of such rights of subscription,  purchase or other acquisition,  as the case may
be.

          4.9.  Shares  Considered  Outstanding.  The number of shares of Common
Stock  outstanding at any given time shall include shares issuable in respect of
scrip  certificates  issued in lieu of fractions of shares of Common Stock,  but
shall exclude shares in the treasury of the Company.

          4.10. Duration of Pro Forma Trigger Price.  Following each computation
or  readjustment  of a Pro Forma Trigger Price as provided in this  Paragraph 3,
the newly  computed or adjusted Pro Forma  Trigger  Price shall remain in effect
until  a  further  computation  or  readjustment  thereof  is  required  by this
Paragraph 4.

<PAGE>


          5.   Adjustment  for  Dividends  in  Other  Stock,   Property,   Etc.;
Reclassifications, Etc.

          In case at any time or from time to time after the  Issuance  Date the
holders of the Common  Stock of the Company of any class (or any other shares of
stock or other  securities  at the time  receivable  upon the  exercise  of this
Option)  shall  have  received,  or, on or after the  record  date fixed for the
determination of eligible stockholders, shall have become entitled to receive:

          (a)  other or additional  stock or other securities or property (other
               than cash) by way of dividend;

          (b)  any cash paid or payable  out of  capital  or paid-in  surplus or
               surplus  created as a result of a revaluation  of property by way
               of dividend; or

          (c)  other or  additional  (or  less)  stock or  other  securities  or
               property  (including  cash)  by  way  of  stock-split,  spin-off,
               split-off, split-up,  reclassification,  combination of shares or
               similar corporate rearrangement;

(other than additional  shares of Common Stock issued to holders of Common Stock
as a stock  dividend or  stock-split,  adjustments  in respect of which shall be
covered by the  provisions of Paragraph 3 hereof),  then in each case,  upon the
exercise of this Option as provided in Paragraph 3 hereof, you shall be entitled
to  receive,  in lieu of,  or in  addition  to, as the case may be,  the  shares
theretofore  receivable upon the exercise of this Option, the amount of stock or
other securities or property (including cash in the cases referred to in clauses
(b) and (c) above) which you would hold on the date of such  exercise if, on the
Issuance  Date,  you had been the  holder of  record of the  number of shares of
Common  Stock  of the  Company  called  for on the face of this  Option  and had
thereafter,  during the period from the Issuance  Date to and including the date
of such exercise,  retained such shares and/or all other or additional (or less)
stock or other  securities or property  (including cash in the cases referred to
in clauses (b) and (c) above) receivable by him as aforesaid during such period,
giving effect to all  adjustments  called for during such period by Paragraphs 4
and 6 hereof.

          6. Adjustment for Reorganization, Consolidation, Merger, Etc.

          In case of any reorganization of the Company (or any other corporation
the  stock  or other  securities  of which  are at the time  deliverable  on the
exercise of this Option) after the date hereof, or in case, after such date, the
Company (or any such other  corporation)  shall  consolidate  with or merge into
another  corporation  or convey all or  substantially  all its assets to another
corporation, then and in each such case, upon the exercise hereof as provided in
Paragraph 3 hereof,  at any time after the consummation of such  reorganization,
consolidation,  merger or conveyance, you shall be entitled to receive the stock
or other  securities or property to which you would have been entitled upon such
consummation  if you had exercised this Option  immediately  prior thereto,  all
subject to further adjustments as provided in Paragraphs 4 and 6

<PAGE>

hereof;  in each such case,  the terms of this Option shall be applicable to the
shares of stock or other securities or property  receivable upon the exercise of
this Option after such consummation.

          7. No Dilution or Impairment.

          The  Company  will  not,  by  amendment  of  its  charter  or  through
reorganization,  consolidation, merger, dissolution, sale of assets or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms of this  Option,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the  taking of all such  action as may be
necessary  or  appropriate  in  order  to  protect  against  dilution  or  other
impairment.  Without limiting the generality of the foregoing,  the Company will
not increase the par value or any shares of stock  receivable  upon the exercise
of this Option above the amount payable therefor upon such exercise,  and at all
times will take all such action as may be necessary or appropriate in order that
the Company may validly and legally  issue fully paid and  non-assessable  stock
upon the exercise of this Option.

          8. Accountants' Certificate as to Adjustments.

          In each case of an  adjustment in the number of shares of Common Stock
or other  stock,  securities  or  property  receivable  on the  exercise of this
Option,  at your  request  the  Company  at its  expense  shall  promptly  cause
independent public accountants of recognized standing,  selected by the Company,
to compute  such  adjustment  in  accordance  with the terms of this  Option and
prepare a certificate  setting forth such  adjustment  and showing in detail the
facts upon which such  adjustment  is based,  including a  statement  of (a) the
consideration  received or to be  received  by the  Company  for any  additional
shares  issued or sold or deemed to have been issued or sold,  (b) the number of
shares of Common Stock  outstanding or deemed to be outstanding  and (c) the Pro
Forma Trigger Price.  The Company will forthwith mail to you a copy of each such
certificate.

          9. Notices of Record Date Etc.

          In case:

          (a)  the  Company  shall  take a record of the  holders  of its Common
               Stock (or other stock or securities at the time  deliverable upon
               the  exercise of this  Option) for the  purpose of  entitling  or
               enabling them to receive any dividend (other than a cash or stock
               dividend  at the same  rate as the rate of the last cash or stock
               dividend theretofore paid) or other distribution,  or to exercise
               any  preemptive  right pursuant to the Company's  charter,  or to
               receive  any right to  subscribe  for or  purchase  any shares of
               stock of any class or any other  securities,  or to  receive  any
               other right; or

          (b)  of   any   capital    reorganization   of   the   Company,    any
               reclassification  of  the  capital  stock  of  the  Company,  any
               consolidation  or  merger  of the  

<PAGE>

               Company with or into another  corporation,  or any  conveyance of
               all or substantially  all of the assets of the Company to another
               corporation; or

          (c)  of the  voluntary  or  involuntary  dissolution,  liquidation  or
               winding up of the Company;

then,  and in each such case, the Company will mail or cause to be mailed to you
a notice specifying, as the case may be, (i) the date on which a record is to be
taken for the purpose of such dividend,  distribution or right,  and stating the
amount and character of such dividend,  distribution  or right, or (ii) the date
on  which  such   reorganization,   reclassification,   consolidation,   merger,
conveyance,  dissolution,  liquidation  or winding up is to take place,  and the
times,  if any is to be fixed, as of which the holders of record of Common Stock
(or such other stock or securities at the time  deliverable upon the exercise of
this Option)  shall be entitled to exchange  their shares of Common Stock of any
class (or such other stock or securities) for  reclassification,  consolidation,
merger, conveyance,  dissolution,  liquidation or winding up or (iii) the amount
and character of the stock or other securities proposed to be issued or granted,
the date of such proposed  issuance or grant and the persons or class of persons
to whom such stock or other  securities  are to be  offered,  issued or granted.
Such notice  shall be mailed at least thirty (30) days prior to the date therein
specified.

          10. Reservation of Stock, Etc., Issuable on Exercise of Warrants.

          The Company will at all times reserve and keep  available,  solely for
insurance and delivery  upon the exercise of this Option,  such shares of Common
Stock and other  stock,  securities  and  property as from time to time shall be
issuable upon the exercise of this Option.

          11. Registration Rights.

          a.  Registration.  As soon as  reasonably  practicable  after the date
hereof,   the  Company  will  file  a  registration   statement   ("Registration
Statement")  with the Securities and Exchange  Commission  ("SEC")  covering the
shares of Common  Stock  issuable  upon  exercise of this  Option  ("Registrable
Securities"),  and will use its best efforts to cause the Registration Statement
to become  effective on or prior to the  ninetieth  day after such filing and to
keep the Registration  Statement  effective for a period of seven years from the
date it is declared effective by the SEC.

          b. Additional Terms.  Except as otherwise expressly stated herein, the
following provisions shall be applicable to the Registration Statement:

               (i)  The  Company   will  use  its  best  efforts  to  cause  the
     Registration  Statement to become effective as promptly as possible, and if
     any stop order shall be issued by the SEC in  connection  therewith  to use
     its reasonable  efforts to obtain the removal of such order.  Following the
     effective date of the Registration Statement,  the Company shall, upon your
     request,   forthwith  supply  such  reasonable  number  of  copies  of  the
     Registration  Statement,  preliminary prospectus and prospectus meeting the

<PAGE>

     requirements of the Act, and other  documents  necessary or incidental to a
     public  offering  of the  Registrable  Securities,  as shall be  reasonably
     requested  by you to  permit  you to  make a  public  distribution  of your
     Registrable  Securities.  The Company  will use its  reasonable  efforts to
     qualify  the  Registrable  Securities  for sale in such states as you shall
     reasonably request, provided that no such qualification will be required in
     any jurisdiction  where,  solely as a result thereof,  the Company would be
     subject to service of general process or to taxation or  qualification as a
     foreign corporation doing business in such jurisdiction. The obligations of
     the Company  hereunder  with  respect to your  Registrable  Securities  are
     expressly  conditioned on your  furnishing to the Company such  appropriate
     information  concerning you, your  Registrable  Securities and the terms of
     your offering of such Registrable  Securities as the Company may reasonably
     request.

               (ii) The Company  shall pay all  expenses  incurred in  complying
     with the provisions of this Paragraph 11,  including,  without  limitation,
     all registration and filing fees (including all expenses incident to filing
     with the  National  Association  of  Securities  Dealers,  Inc.),  printing
     expenses, fees and disbursements of counsel to the Company,  securities law
     and blue sky fees and  expenses and the expenses of any regular and special
     audits incident to or required by any such  registration.  All underwriting
     discounts  and  selling   commissions   applicable  to  the  sales  of  the
     Registrable  Securities,  and any state or federal  transfer  taxes payable
     with respect to the sales of the  Registrable  Securities  and all fees and
     disbursements  of your counsel,  if any, in each case arising in connection
     with registration of the Registrable Securities shall be payable by you.

               (iii) In  connection  with the  registration  of the  Registrable
     Securities  pursuant to this Paragraph 11, the Company shall  indemnify and
     hold  harmless  you,  your  affiliates,  agents and  representatives,  each
     person,  if  any,  who  controls  the  holder  within  the  meaning  of the
     Securities  Act  of  1933,  as  amended  (the "Securities  Act"),  or  the
     Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), and any
     person claiming by or through any of them  (collectively,  the "Indemnified
     Persons")  from and  against  all  losses,  claims,  damages,  expenses  or
     liabilities  (or  actions in respect  thereof)  arising out of or are based
     upon  any  untrue   statement  of  any  material  fact   contained  in  the
     Registration  Statement  or  alleged  untrue  statement,  under  which such
     securities  were  registered  under the  Securities  Act,  any  preliminary
     prospectus  or final  prospectus  contained  therein,  or any  amendment or
     supplement thereto, or arise out of or are based upon the omission to state
     therein a material fact required to be stated  therein or necessary to make
     the statements made therein, in light of the circumstances under which they
     are made, not misleading, or any violation by the Company of the Securities
     Act, the Exchange Act or state  securities  or blue sky laws  applicable to
     the Company and  relating to action or inaction  required of the Company in
     connection  with  such  registration  or  qualification  under  such  state
     securities or blue sky laws; and will reimburse the Indemnified Persons for
     any legal or any other expenses  reasonably  incurred by them in connection
     with investigating or defending any such loss, claim, damage,  liability or
     action; provided,  however, that the Company will not be liable in any such
     case to any  Indemnified  Person to the extent  that any such loss,  claim,
     damage or liability  arises out of or is based upon an untrue  statement or
     omission made in the Registration Statement, 

<PAGE>
     said  preliminary  prospectus or said final prospectus or said amendment or
     supplement  or any  document  incident  thereto  in  reliance  upon  and in
     conformity  with  written  information  furnished  to the  Company by or on
     behalf of such Indemnified Person.

               (iv) You will  indemnify  and hold  harmless the Company and each
     person,  if any,  who  controls  the  Company  within  the  meaning  of the
     Securities  Act or the Exchange  Act, each officer of the Company who signs
     the  Registration  Statement  and each  director  of the  Company  from and
     against any and all such losses,  claims,  damages or  liabilities  arising
     from any untrue statement in, or omission from, the Registration Statement,
     any such  preliminary  or final  prospectus,  amendment,  or  supplement or
     document  incident thereto if the statement or omission in respect of which
     such loss, claim, damage or liability is asserted was made in reliance upon
     and in conformity with  information  furnished in writing to the Company by
     you or on your behalf for use in  connection  with the  preparation  of the
     Registration  Statement  or such  prospectus  or  amendment  or  supplement
     thereof.

               (v) The  reimbursements  required by clauses (iii) and (iv) shall
     be made by  periodic  payments  during the course of the  investigation  or
     defense as and when bills are  received  or  expenses  incurred;  provided,
     however,  that to the extent that an Indemnified  Person receives  periodic
     payments for legal or other expenses during the course of an  investigation
     or  defense,  and  such  person  subsequently  received  payments  for such
     expenses from any other parties to the  proceeding,  such payments shall be
     used by the Indemnified Person to reimburse the indemnifying party for such
     periodic  payments.  Any party  which  proposes  to assert  the right to be
     indemnified  under clause  (iii) or (iv) will,  promptly  after  receipt of
     notice of commencement of any action, suit or proceeding against such party
     in respect of which a claim is to be made  against any  Indemnified  Person
     hereunder,  notify each such indemnifying party of the commencement of such
     action, suit or proceeding,  enclosing a copy of all papers served, but the
     failure to so notify such  indemnifying  party of any such action,  suit or
     proceeding  shall not relieve the  indemnifying  party from any  obligation
     which it may have to any Indemnified  Person  hereunder  unless and only to
     the  extent  that the  indemnifying  party is  prejudiced  by said  lack of
     notice.  In case any  such  action,  suit or  proceeding  shall be  brought
     against any Indemnified  Person and it shall notify the indemnifying  party
     of the commencement  thereof,  the indemnifying  party shall be entitled to
     participate  in and,  to the extent that it shall  wish,  jointly  with any
     other indemnifying party similarly notified, to assume the defense thereof,
     with counsel satisfactory to such Indemnified Person, and after notice from
     the  indemnifying  party to such  Indemnified  Person of its election so to
     assume the defense thereof,  the indemnifying  party shall not be liable to
     such  Indemnified  Person  for any  legal  or  other  expense,  other  than
     reasonable costs of investigation subsequently incurred by such Indemnified
     Person in connection with the defense thereof. The Indemnified Person shall
     have the  right to  employ  its own  counsel  in any such  action,  but the
     reasonable  fees and  expenses of such  counsel  shall be at the expense of
     such Indemnified Person, when and as incurred, unless (A) the employment of
     counsel by such Indemnified  Person has been authorized by the indemnifying
     party, (B) the Indemnified Person has reasonably concluded (based on advice
     of  counsel),  that there 

<PAGE>

     may be  legal  defenses  available  to it  that  are  different  from or in
     addition to those available to the indemnifying  party, (C) the Indemnified
     Person shall have  reasonably  concluded  (based on advice of counsel) that
     there may be a conflict of interest between the indemnifying  party and the
     Indemnified  Person in the conduct of defense of such action (in which case
     the  indemnifying  party  shall not have the right to direct the defense of
     such action on behalf of the Indemnified  Person),  or (D) the indemnifying
     party shall not in fact have employed counsel to assume the defense of such
     action  within  15  days  after  receipt  of  notice  of  such  action.  An
     indemnifying  party shall not be liable for any settlement or any action or
     claim effected without its consent.

               (vi) If the indemnification  provided for in this Paragraph 11 is
     unavailable to any Indemnified  Person  hereunder in respect of any losses,
     claims,  damages,  liabilities  or expenses  referred to therein,  then the
     indemnifying party, in lieu of indemnifying such Indemnified Person,  shall
     contribute  to the amount paid or payable by such  Indemnified  Person 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  Persons 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  Persons  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  Persons,
     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  herein,  any  legal  or  other  fees  or  expenses
     reasonably  incurred by such party in connection with any  investigation or
     proceeding.

               (vii) The  Company  and you  agree  that it would not be just and
     equitable if  contribution  pursuant to clause (vi) 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 your  contribution  obligation  be greater in amount  than the
     excess of (A) the dollar  amount of proceeds  received by you upon the sale
     of the securities giving rise to such contribution  obligation over (B) the
     dollar amount of any damages that you have  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.

               (viii)  Neither the filing of the  Registration  Statement by the
     Company  pursuant  to this  Agreement  nor the  making of any  request  for
     prospectuses  by you shall impose upon you any  obligation to sell his, her
     or its Registrable Securities.

<PAGE>

               (ix) Upon  receipt of notice from the  Company  that an event has
     occurred  which  requires a  post-effective  amendment to the  Registration
     Statement or a supplement to the  prospectus  included  therein,  you shall
     promptly  discontinue  the sale of your  Registrable  Securities  until you
     receive a copy of a supplemented  or amended  prospectus  from the Company,
     which the Company shall provide as soon as practicable after such notice.

          12. How Option May be Exercised.

          This  option  is  exercisable  by a written  notice  signed by you and
delivered to the Company at 121-03  Dupont  Street,  Plainview,  New York 11803,
attention of the Office of the President,  signifying  your election to exercise
the  option.  The notice  must state the number of shares of Common  Stock as to
which your option is being exercised, must contain a statement by you (in a form
acceptable  to the  Company)  that such  shares  are being  acquired  by you for
investment  and not  with a view to their  distribution  or  resale  and must be
accompanied by cash or a check to the order of the Company for the full purchase
price of the shares being purchased.

          If a notice  of the  exercise  of this  option is given by a person or
persons  other than you,  the Company may require as a condition to the exercise
of the option the submission to the company of appropriate proof of the right of
such person or persons to exercise the option.

          Certificates  for  shares of the  Common  Stock so  purchased  will be
issued as soon as practicable. Except as otherwise provided herein, the Company,
however,  shall not be required to register  with the  Securities  and  Exchange
Commission or any other  applicable  state  authority any shares of Common Stock
issued upon exercise of this option and your right to sell, transfer,  assign or
otherwise  dispose of such shares shall be subject to your  compliance  with all
applicable federal and state securities laws.

          13. Non-transferability of Option.

          This option  shall not be  transferable  except by Will or the laws of
descent and  distribution,  and, may be exercised  during your  lifetime only by
you.


Dated:  May 1, 1996                              LOGIMETRICS, INC.



                                                 By:/s/Norman M. Phipps
                                                    ____________________________
                                                    Norman M. Phipps


Agreed:


/s/Russell J. Reardon
_________________________
Russell J. Reardon