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                           AMENDMENT TO IRREVOCABLE PROXY
                           ------------------------------


              Amendment dated June 13, 1996 to Irrevocable Proxy dated  March 7,
     1996 between  Phipps, Teman  & Company, L.L.C.  ("Proxyholder") and  Jerome
     Deutsch ("Principal").

              WHEREAS  Principal  issued   and  delivered  to  Proxyholder  that
     certain Irrevocable Proxy dated March 7, 1996 ("Proxy");

              WHEREAS   Principal  desires  to  terminate  his  employment  with
     LogiMetrics, Inc. ("Company");

              WHEREAS Principal  and Proxyholder  desire to  amend the Proxy  to
     provide   for  its   continuance,   notwithstanding  the   termination   of
     Principal's employment with the Company;

              NOW, THEREFORE,  in consideration of the  foregoing, Principal and
     Proxyholder agree as follows:

              1.      The Proxy  is  hereby  amended  in its  entirety  and  the
     following substituted therefor:

                      "KNOW  ALL  MEN   BY  THESE  PRESENTS   that  the
              undersigned,   Jerome  Deutsch   (the  "Principal"),  does
              hereby  make,  constitute  and  appoint  Phipps,  Teman  &
              Company, L.L.C.  (the "Proxyholder"), his true  and lawful
              attorney, for him  and in his  name, place  and stead,  to
              act as his  proxy in respect of  50% of all the  shares of
              common  stock of LogiMetrics,  Inc. ("Stock"),  a Delaware
              corporation  (the  "Corporation") owned  of record  by the
              Principal  or which  are  eligible  to  be  voted  by  the
              Principal   (except   as  otherwise   provided   in   this
              irrevocable  proxy)  as  stockholders  of the  Corporation
              (the "Shares") for the following exclusive  purposes:  (i)
              voting  the  Shares  in favor  of  the  election  of three
              persons  to  be  designated by  the  Proxyholder  and  two
              persons  designated by  SFM Group, Ltd.  as members of the
              Corporation's Board  of  Directors  and  (ii)  voting  the
              Shares with respect  to any of the following matters:  (i)
              mergers, divestitures  and acquisitions; (ii) sale  of all
              or  substantially all the Corporation's assets, giving and
              granting to  the Proxyholder full  power and authority  to
              the premises,  as  fully  as  it  might  or  could  do  if
              personally  present  with  full   power  of  substitution,
              appointment   and   revocation,   hereby   ratifying   and
              confirming all that its  said attorneys shall do or  cause
              to be done  by virtue  hereof.   Nothing contained  herein
              shall preclude the Principal from selling  Stock, and once


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              sold,  the  successor owner  of  such Stock  shall  not be
              bound by the terms hereof.

                      This proxy  shall not be revocable  or revoked by
              the Principal, may not be assigned by the Proxyholder  and
              is coupled with  an interest and shall be binding upon the
              Principal  and   the   respective   heirs   and   personal
              representatives  of  the  Principal   until  December  31,
              1998."

              2.      As  amended hereby  the Proxy shall  remain in  full force
     and effect.

              IN WITNESS  WHEREOF, Principal and Proxyholder  have executed this
     Amendment to Irrevocable Proxy the date and year first above written.


                               Phipps, Teman & Company, L.L.C.

                               By: /s/ Wade Teman             
                                   ---------------------------
                               Name: Wade Teman               
                                     -------------------------
                               Title: Principal               
                                      ------------------------



                               /s/ Jerome Deutsch
                               -------------------------------
                               Jerome Deutsch






















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