EXHIBIT 10.24



                               INDEMNITY AGREEMENT


          THIS INDEMNITY  AGREEMENT,  dated as of March 7,  1996, is made by and
between  LogiMetrics,   Inc.,  a  Delaware  corporation  (the  "Company"),   and
____________  (the  "Indemnitee"),  an "Agent" (as  hereinafter  defined) of the
Company.

                                    RECITALS

          A. The Company  recognizes that competent and experienced  persons are
increasingly reluctant to serve as directors and officers of corporations unless
they are protected by comprehensive  liability insurance or indemnification,  or
both,  due to increased  exposure to litigation  costs and risks  resulting from
their  service  to such  corporations,  and due to the fact  that  the  exposure
frequently  bears  no  reasonable  relationship  to  the  compensation  of  such
directors and officers;

          B. The  statutes  and  judicial  decisions  regarding  the  duties  of
directors and officers are often  difficult to apply,  ambiguous or conflicting,
and  therefore  fail to provide  such  directors  and  officers  with  adequate,
reliable  knowledge  of legal  risks to which they are  exposed  or  information
regarding the proper course of action to take;

          C. The Company and  Indemnitee  recognize that  plaintiffs  often seek
damages in such large  amounts  and the costs of  litigation  may be so enormous
(whether or not the case is meritorious),  that the defense and/or settlement of
such litigation is open beyond the personal resources of officers and directors;

          D. The  Company  believes  that it is  unfair  for its  directors  and
officers  and those  serving  other  entities  at the  request of the Company to
assume the risk of huge judgments and other expenses which may occur in cases in
which the director or officer received no personal profit and in cases where the
director or officer acted in good faith;

          E. The Company,  after reasonable  investigation,  has determined that
the liability  insurance  coverage  presently  available to the Company provides
only limited  protection  and may not  continue to be  available  at  acceptable
premium  rates.  The Company  believes that the interests of the Company and its
stockholders  would best be served by a  combination  of such  insurance (to the
extent it remains reasonably  available) and the  indemnification by the Company
of the directors and of officers of the Company;

          F. Section 145 of the General  Corporation  Law of Delaware 

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("Section 145"),  under which the Company is organized,  empowers the Company to
indemnify  its  officers,  directors,  employees  and agents by agreement and to
indemnify  persons who serve,  at the request of the Company,  as the directors,
officers,  employees  or  agents  of  other  corporations  or  enterprises,  and
expressly  provides that the  indemnification  provisions of Section 145 are not
exclusive;

          G.  The  Board  of   Directors   has   determined   that   contractual
indemnification  as set forth  herein is not only  reasonable  and  prudent  but
necessary to promote the best interests of the Company and its stockholders;

          H. The Company  desires and has requested  the  Indemnitee to serve or
continue  to serve the  Company  free from undue  concern for claims for damages
arising out of or related to such services to the Company; and

          I. The  Indemnitee is willing to serve,  or to continue to serve,  the
Company, provided that he or she is furnished the indemnity provided for herein.


                                    AGREEMENT


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

          1. Definitions

               (a) Agent. For purposes of this Agreement, "Agent" of the Company
means any person (in all  capacities  in which such person is acting,  has acted
and will act) who is or was a director,  officer,  employee,  fiduciary or other
agent of the Company or who is or was serving at the request of the Company as a
director,  officer,  employee,  fiduciary,  or  agent  of  another  corporation,
partnership, joint venture, trust or other enterprise.

               (b) Change in Control. For purposes of this Agreement,  a "Change
in  Control"  shall be deemed to have  occurred  if (i) during any period of two
consecutive  years after the date hereof,  individuals  who at the  beginning of
such  period  constitute  the  board of  directors  of the  Company  and any new
director  whose election by the board of directors or nomination for election by
the Company's  stockholders  was approved by a vote of a least two-thirds of the
directors then still in office who either were directors at the beginning of the
period or whose

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election or nomination  for election was  previously so approved,  cease for any
reason to constitute a majority  thereof or (ii) the stockholders of the Company
approve a merger or  consolidation  of the Company  with any other  corporation,
other than a merger or consolidation which would result in the Voting Securities
of the Company  outstanding  immediately  prior thereto  continuing to represent
(either by remaining outstanding or by being converted into Voting Securities of
the surviving  entity) at least 80% of the total voting power represented by the
Voting   Securities  of  the  Company  or  such  surviving  entity   outstanding
immediately  after such  merger or  consolidation,  or the  stockholders  of the
Company approve a plan of complete liquidation and dissolution of the Company or
an agreement for the sale or disposition by the Company of all or  substantially
all the Company's assets;  provided,  however, that a would-be Change in Control
under (ii) herein  which is approved and  recommended  in advance by the Company
board of directors shall not be deemed a Change in Control.

               (c) Expenses. For purposes of this Agreement, "Expenses" includes
all  direct  and  indirect  costs of any type or nature  whatsoever  (including,
without   limitation,   attorneys'   fees  and  related   disbursements,   other
out-of-pocket  costs and compensation for time spent by the Indemnitee for which
he or she is not  otherwise  compensated  by the  Company  or any third  party),
incurred by the  Indemnitee  in  connection  with either (i) the  investigation,
defense  or  appeal  of or being a  witness  or  otherwise  participating  in or
preparing  for  a  Proceeding  or  (ii)  the  establishment  or  enforcement  of
Indemnitee's  right to  indemnification  under this  Agreement,  Section  145 or
otherwise,  including  judgments,  fines and amounts paid in settlement by or on
behalf of Indemnitee

               (d) Other  Enterprise.  For  purposes of this  Agreement,  "other
enterprise"  shall include employee  benefit plans;  references to "fines" shall
include any excise tax assessed with respect to any employee  benefit plans, and
references to "serving at the request of the Company"  shall include any service
as a  director,  officer,  employee,  fiduciary  or agent of the  Company  which
imposes duties on, or involves  services by, such director,  officer,  employee,
fiduciary or agent with respect to an employee  benefit plan, its  participants,
or beneficiaries.

               (e) Proceedings. For the purposes of this Agreement, "Proceeding"
means any investigation or any threatened,  pending or completed action, suit or
other proceeding, whether civil, criminal, administrative,  investigative or any
other type whatsoever  whether instituted by, or in the right of, the Company or
by any  other  person or entity to which an Agent was or is a party or a witness
or is otherwise  involved or is threatened to

<PAGE>

be made a party or a witness or to be  otherwise  involved by reason of the fact
that he or she is or was an Agent of the Company.

               (f) Reviewing Party.  For purposes of this Agreement,  "Reviewing
Party"  shall  mean any  appropriate  person or body  consisting  of a member or
members of the Company's board of directors or any other person or body selected
hereunder  (including  Special  Independent  Counsel defined below) who is not a
party  to  the   particular   Proceeding   for  which   Indemnitee   is  seeking
indemnification.  If there has not been a Change in Control, the Reviewing Party
shall he selected by the Company's board of directors.  If there has been such a
Change in Control, the Reviewing Party shall be Special Dependent Counsel.

               (g) Special Independent  Counsel. For purposes of this Agreement,
"Special  Independent  Counsel"  shall mean counsel  selected by Indemnitee  and
approved by the Company (which approval shall not be unreasonably  withheld) and
who has not,  unless waived by the Company and Indemnitee,  otherwise  performed
services  for the  Company or  Indemnitee  within the last ten (10)  years.  The
Company agrees to pay the  reasonable  fees of the Special  Independent  Counsel
referred  to above  and to fully  indemnify  such  counsel  against  any and all
expenses (including  attorneys' fees),  claims,  liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant hereto.

               (h) Voting  Securities.  For purposes of this Agreement,  "Voting
Securities" shall mean any securities of the Company which vote generally in the
election of directors.

          2.  Agreement  to Serve.  The  Indemnitee  has  served  and  agrees to
continue  to serve as an Agent of the  Company,  at its will (or under  separate
agreement,  if such agreement exists),  in all capacities  Indemnitee  currently
serves or will  serve as an Agent of the  Company,  so long as he or she is duly
appointed  or  elected  and  qualified  as such or until  such time as he or she
tenders his or her  resignation  in writing;  provided,  however,  that  nothing
contained  in this  Agreement  is  intended  to create  any  right to  continued
employment of Indemnitee.

          3. Basic Indemnity.

               (a) The Company shall  indemnify the Indemnitee if the Indemnitee
is or was a witness or a party to or is  threatened  to be made a party to or is
otherwise  involved  in any  Proceeding  brought  by any person or entity to the
fullest extent permitted by law as soon as practicable but in any event no later
than fifteen (15) days after written demand is presented to the Company, against
any and all Expenses,  judgments,  fees,  penalties 

<PAGE>

and amounts paid or owing in settlement (including all interest, assessments and
other charges paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties or amounts paid in settlement) of such Proceeding.

               (b)  Notwithstanding  anything in this Agreement to the contrary,
(i)  prior  to a  Change  in  Control,  Indemnitee  shall  not  be  entitled  to
indemnification  pursuant to this  Agreement in connection  with any  Proceeding
(other than a claim for  indemnification)  initiated by  Indemnitee  against the
Company or any director or officer of the Company  unless the Company has joined
in or consented to the initiation of such  Proceeding,  (ii) the  obligations of
the  Company  under  Section  3(a) shall be subject  to the  condition  that the
Reviewing  Party  shall not have  determined  in a writing  stating  the reasons
therefor  that  Indemnitee  would  not  be  permitted  to be  indemnified  under
applicable  law,  and (iii) the  obligation  of the  Company  to make an Expense
Advance  pursuant to Section 6 shall be subject to the condition  that, if, when
and to the extent that the Reviewing Party  determines that Indemnitee would not
be permitted to be so  indemnified  under  applicable  law, the Company shall be
entitled to be  reimbursed  by  Indemnitee  (who hereby  agrees to reimburse the
Company) for all such  amounts  theretofore  paid,  provided,  however,  that if
Indemnitee has commenced legal proceedings in a court of competent  jurisdiction
to secure a determination that Indemnitee should be indemnified under applicable
law, any determination  made by the Reviewing Party that Indemnitee would not be
permitted  to be  indemnified  under  applicable  law shall not be  binding  and
Indemnitee  shall not be  required  to  reimburse  the  Company  for any Expense
Advance until a final judicial determination is made with respect thereto (as to
which all rights of appeal therefrom have been exhausted or lapsed).

               (c) If the Reviewing Panty  determines that Indemnitee  would not
be permitted to be  indemnified  in whole or in part under  applicable law (such
determination  to be made by the Reviewing Party  independent of any position of
the Company on any aspect of the  indemnification  including  but not limited to
the appropriateness of the amount of any settlement),  Indemnitee shall have the
right to commence litigation in any court, in the States of Delaware or New York
or the State(s) of Indemnitee's  residence or employment,  having subject matter
jurisdiction  thereof,  and  in  which  venue  is  proper,  seeking  an  initial
determination  by  the  court  or  challenging  any  such  determination  by the
Reviewing  Party or any aspect  thereof,  and the  Company  hereby  consents  to
service of process and to appear in any such  proceeding.  Any  determination by
the Reviewing Party otherwise shall be conclusive and binding on the Company and
Indemnitee.

          4. Indemnification at Option of the Company. 

<PAGE>

Notwithstanding  any other  provision  of this  Agreement,  the Company  may, in
specific cases,  provide Indemnitee with full or partial  indemnification if the
Board of Directors  finds it appropriate  and such  indemnification  is not then
prohibited by law.

          5.  Partial  Indemnity,  Etc.  If  Indemnitee  is  entitled  under any
provision  of this  Agreement  to  indemnification  by the Company for some or a
portion  of the  Expenses,  judgments,  fines,  penalties  and  amounts  paid in
settlement  of a  Proceeding  but  not,  however,  for all of the  total  amount
thereof,  the Company shall  nevertheless  indemnify  Indemnitee for the portion
thereof to which  Indemnitee is entitled.  Moreover,  notwithstanding  any other
provision of this  Agreement,  to the extent that Indemnitee has been successful
on the merits or  otherwise  in defense of any  Proceeding  or in defense of any
issue or matter therein, including dismissal without prejudice, Indemnitee shall
be  indemnified  against all  Expenses  incurred  in  connection  therewith.  In
connection  with  any  determination  by  the  Reviewing  Party  as  to  whether
Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be
on the Company to establish that Indemnitee is not so entitled.

          6.  Advancement  of Expenses.  The Company  shall advance all Expenses
incurred  by the  Indemnitee  in  connection  with the  investigation,  defense,
settlement or appeal of any  Proceeding  for which the Indemnitee is entitled to
indemnification  hereunder (each an "Expense  Advance").  Expense Advances to be
made  hereunder  shall be paid by the Company to or on behalf of the  Indemnitee
within fifteen (15) days following  delivery of a written demand therefor by the
Indemnitee to the Company.

          7. Notice and Other Indemnification Procedures.

               (a) Promptly  after  receipt by the  Indemnitee  of notice of the
commencement,  or the threat of commencement,  of any Proceeding, the Indemnitee
shall, if the Indemnitee believes that  indemnification with respect thereto may
be sought  from the  Company  under this  Agreement,  notify the  Company of the
commencement  or threat of  commencement  thereof.  The failure to so notify the
Company  shall not affect the Company's  obligation to indemnify the  Indemnitee
otherwise than under this Agreement.

               (b) The Company shall  indemnify  Indemnitee  against any and all
expenses  (including  attorneys'  fees) and, if requested by  Indemnitee,  shall
within  fifteen (15) days of such  request,  advance such expenses to Indemnitee
which are incurred by Indemnitee in connection  with any claim asserted  against
or action  brought by  indemnity  for (i)  indemnification  hereunder or advance
payment of Expenses by the Company under this Agreement

<PAGE>

(or any other agreement or the Company's Certificate of Incorporation or By-Laws
now or hereafter in effect)  relating to Proceedings  and/or (ii) recovery under
any director and officer liability insurance policies maintained by the Company,
regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification,  advance expense payment or insurance recovery, as the case may
be.

               (c) For purposes of this Agreement, the termination of any claim,
action,  suit or  proceeding  by judgment,  order,  settlement  (whether with or
without court approval) or conviction, or upon a plea of nolo contendere, or its
equivalent,  shall not create a  presumption  that  Indemnitee  did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law.

          8.  Insurance.  The  Company  may,  but is not  obligated  to,  obtain
directors' and officers'  liability  insurance  ("D&O  Insurances") as may be or
became  available  with respect to which the  Indemnitee is named as an insured.
Notwithstanding any other provision of this Agreement,  the Company shall not be
obligated  to  indemnify  the  Indemnitee  for  expenses,  judgments,  fines  or
penalties  which have been paid directly to the Indemnitee by D&O Insurance.  If
the Company has D&O  Insurance in effect at the time the Company  receives  from
the Indemnitee any notice of the commencement of a Proceeding, the Company shall
give prompt  notice of the  commencement  of such  Proceeding to the insurers in
accordance  with  the  procedures  set form in the  policy.  The  Company  shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of the Indemnitee,  all amounts payable as a result of such Proceeding
in accordance with the terms of such policy.

          9.  Settlement.  The  Company  shall  have no  obligation  under  this
Agreement to indemnify the  Indemnitee for any amounts paid in settlement of any
Proceeding  effected  without the Company's prior written  consent.  The Company
shall not settle any claim in which it takes the position that the Indemnitee is
not entitled to  indemnification  in connection with such settlement without the
prior  written  consent  of the  Indemnitee,  nor shall the  Company  settle any
Proceeding  in any manner which would impose any fine or any  obligation  on the
Indemnitee,  without the Indemnitee's prior written consent. Neither the Company
nor the  Indemnitee  shall  unreasonably  withhold  such consent to any proposed
settlement;  provided,  however,  that the Indemnitee  shall not be obligated to
consent to any proposed settlement unless in connection with such settlement the
Indemnitee  shall be fully  released  from all  liability  with  respect  to the
relevant Proceeding either because such Proceeding was settled without

<PAGE>

liability to the Indemnitee or, if the Indemnitee  shall have any liability with
respect to such Proceeding,  the Indemnitee shall be fully indemnified hereunder
from all Expenses resulting from such Proceeding and/or shall receive payment in
the amount of such Expenses pursuant to D&O Insurance.

          10. Nonexclusivity.  The provisions for indemnification and advance of
Expenses set forth in this Agreement shall not be deemed  exclusive of any other
rights which the  Indemnitee  may have under any provision of law, the Company's
Certificate  of  Incorporation  (as  amended or  restated  from time to time) or
By-Laws,  in any  court  in  which a  proceeding  is  brought,  the  vote of the
Company's   stockholders  or  disinterested   directors,   other  agreements  or
otherwise,  both as to action in his or her  official  capacity and to action in
another  capacity  while an Agent of the Company,  and the  Indemnitee's  rights
hereunder  shall  continue after the Indemnitee has ceased acting as an Agent of
the  Company  and  shall  inure  to the  benefit  of the  heirs,  executors  and
administrators of the Indemnitee.  To the extent that a change in applicable law
(whether by statute or judicial  decision)  permits greater  indemnification  by
agreement  than would be  afforded  currently,  it is the intent of the  parties
hereto that the Indemnitee  shall enjoy by this  Agreement the greater  benefits
afforded by such change.

          11.  Subrogation.  In the event of payment under this  Agreement,  the
Company  shall be  subrogated to the extent of such payment to all of the rights
of recovery of the  Indemnitee,  who shall execute all papers required and shall
do  everything  that may be  necessary  to secure  such  rights,  including  the
execution of such documents necessary to enable the Company effectively to bring
suit to enforce such rights.

          12.  Period of  Limitations.  No legal  action shall be brought and no
cause of action shall be asserted  (including causes of action accruing prior to
the date of this  Agreement)  by or on behalf of the Company or any affiliate of
the  Company  against  Indemnitee,  Indemnitee's  spouse,  heirs,  executors  or
personal or legal  representatives  after the  expiration  of two years from the
date of accrual of such cause of action, and any claim or cause of action of the
Company  or its  affiliate  shall be  extinguished  and deemed  released  unless
asserted by the timely  filing of a legal action  within such  two-year  period,
provided,  however,  that if any  shorter  period of  limitations  is  otherwise
applicable to any such cause of action, such shorter period shall govern.

          13.  Termination.  This Agreement may be terminated by either party by
giving the other three months' written notice.  The Indemnitee's  discontinuance
to serve as a director of the 

<PAGE>

Company shall work on automatic termination of this Agreement. No termination of
this  Agreement,  automatic or  otherwise,  shall  nullify any of the rights and
obligations  of either  Indemnitee  or the Company  hereunder  in respect of any
matter occurring prior to the effective date of termination.

          14.  Severability.  If any provision or  provisions of this  Agreement
shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
the validity,  legality and  enforceability  of the remaining  provisions of the
Agreement (including without limitation,  all portions of any paragraphs of this
Agreement  containing  any  such  provision  held  to  be  invalid,  illegal  or
unenforceable,  that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby.

          15. Modification and Waiver. No supplement,  modification or amendment
of this  Agreement  shall be binding  unless  executed in writing by both of the
parties  hereto.  No waiver of any of the provisions of this Agreement  shall be
deemed or shall  constitute a waiver of any other  provision  hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

          16.  Successors and Assigns.  The terms of this Agreement  shall bind,
and  shall  inure to the  benefit  of,  the  heirs,  administrators,  successors
(including any direct or indirect successor by purchase,  merger,  consolidation
or otherwise to all or  substantially  all of the business  and/or assets of the
Company) and assigns of the parties hereto.

          17. Notice. All notices,  requests,  demands and other  communications
under this  Agreement  shall be in writing and shall be deemed duly given (i) if
delivered by hand and  receipted for by the party  addressee,  (ii) if mailed by
certified or registered  mail with postage  prepaid,  on the third  business day
after the mailing date, or (iii) if by facsimile transmission, upon receipt of a
clear transmission report.  Addresses for notice to either party are as shown on
the signature page of this  Agreement,  or as  subsequently  modified by written
notice.

          18.  Governing Law. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of Delaware.

          19.  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts, all of which shall be considered one and the same Agreement.

<PAGE>

          20. Exclusive  Agreement.  Except as expressly set forth herein,  this
Agreement  shall supersede and replace in its entirety any prior written or oral
agreement  between  the Company  and the  Indemnitee  with regard to the subject
matter hereof.


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


                                                     LOGIMETRICS, INC.
                                                     121-03 Dupont Street
                                                     Plainview, NY  11803


                                                     By:________________________

                                                     Name: _____________________

                                                     Title: ____________________




                                                     Name: _____________________

                                                     Title: ____________________