EXHIBIT 10.13

                            STOCK PURCHASE AGREEMENT

          STOCK  PURCHASE  AGREEMENT,  dated October 21, 1998,  among Charles S.
Brand (the  "Seller") and the  purchasers  listed on the signature  pages hereto
(collectively, the "Purchasers").

                              W I T N E S S E T H:

          WHEREAS, the Seller is the legal and beneficial owner of 19,367,800 of
the issued and outstanding  common stock,  par value $.01 per share (the "Common
Stock"), of LogiMetrics, Inc. (the "Company"); and

          WHEREAS,  the Seller  desires to sell and transfer to the  Purchasers,
and the  Purchasers  desire to  purchase  from the Seller,  2,000,000  shares of
Common Stock (the "Brand Shares"), all as more specifically provided herein;

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

                                    ARTICLE I

                        Purchase and Sale of Brand Shares

          Section  1.1.  Purchase and Sale of Brand  Shares.  Upon the terms and
subject  to  the   conditions  of  this  Agreement  and  on  the  basis  of  the
representations,  warranties and agreements  contained herein, the Seller hereby
sells,  assigns,  transfers,  conveys and delivers to the  Purchasers  the Brand
Shares for a cash purchase  price of $0.25 per share or an aggregate of $500,000
(the  "Purchase  Price").  The number of Brand  Shares  being  purchased by each
Purchaser and the aggregate  Purchase  Price  allocable to each Purchaser is set
forth on Exhibit A attached hereto.  The Purchase Price shall be payable in cash
by wire  transfer to an account or accounts  specified  in writing by the Seller
simultaneously  with the  delivery to the  Purchasers  of the Brand  Shares,  in
proper form for transfer or otherwise accompanied by blank stock powers executed
by the Seller (with signature guaranteed).

                                   ARTICLE II

               Representations and Warranties Regarding the Seller

          The  Seller  hereby  represents  and  warrants  to the  Purchasers  as
follows:

          Section 2.1. Authorization. The Seller has the capacity to execute and
deliver this Agreement and to perform his obligations  hereunder.  The Seller is
under no impairment or other disability,  legal, physical,  mental or otherwise,
that  would  preclude  or limit  the  ability  of such  Seller  to  perform  his
obligations hereunder. This Agreement constitutes a valid and binding obligation

<PAGE>

of the Seller,  enforceable  against such Seller in  accordance  with its terms,
subject  to  bankruptcy,   insolvency,   fraudulent  transfer,   reorganization,
moratorium  and similar laws of general  applicability  relating to or affecting
creditors' rights and to general equity principles.

          Section 2.2. Non-contravention.  Neither the execution and delivery of
this Agreement nor the  performance by the Seller of his  obligations  hereunder
will (i) violate or result in a breach  (with or without the lapse of time,  the
giving of notice or both) of or  constitute  a default  under (A) any  contract,
agreement, commitment, indenture, mortgage, lease, pledge, note, license, permit
or other  instrument or obligation,  other than Section 2.3 of the  Stockholders
Agreement, dated as of July 29, 1997 (the "Stockholders  Agreement"),  among the
Seller, the Company and the other parties thereto,  or (B) any judgment,  order,
decree,  law, rule or regulation or other restriction of any national,  federal,
state, provincial,  county, municipal or local government,  foreign or domestic,
or the government of any political  subdivision of any of the foregoing,  or any
entity, authority,  agency, ministry or other similar body exercising executive,
legislative, judicial, regulatory or administrative authority or functions of or
pertaining to  government,  including any authority or other  quasi-governmental
entity  established  to perform any of such  functions  (each,  a  "Governmental
Authority"),  in each case to which the Seller is a party or by which the Seller
is bound or to which any of his assets or properties are subject, or (ii) result
in the creation or  imposition of any lien,  claim,  charge,  mortgage,  pledge,
security  interest,  equity,  restriction  or other  encumbrance  (collectively,
"Encumbrances") on the Brand Shares.

          Section 2.3. No Consents. Except for compliance with the provisions of
Section  2.3 of the  Stockholders  Agreement,  no notice  to,  filing  with,  or
authorization,  registration,  consent or approval of any Governmental Authority
or  other   individual,   partnership,   corporation,   joint   stock   company,
unincorporated  organization  or  association,  trust  or  joint  venture,  or a
governmental  agency or  political  subdivision  thereof  (each,  a "Person") is
necessary for the  execution,  delivery or  performance of this Agreement or the
consummation of the transactions contemplated hereby by the Seller. The approval
set forth in Section 5.1 hereof is sufficient to authorize the sale of the Brand
Shares pursuant to the provisions of the Stockholders Agreement.

          Section 2.4. Ownership of the Shares. The Seller owns the Brand Shares
beneficially  and of  record,  free and clear of any  Encumbrances,  other  than
Encumbrances  created  pursuant to the terms of the  Stockholders  Agreement and
those arising under applicable federal and state securities laws. Except for the
Stockholders  Agreement,  there are no voting  trust  arrangements,  shareholder
agreements  or other  agreements  (i) granting  any option,  warrant or right of
first refusal with respect to the Brand Shares to any Person,  (ii)  restricting
the right of the  Seller to sell the Brand  Shares to the  Purchasers,  or (iii)
restricting  any other  right of the Seller  with  respect to the Brand  Shares.
Subject to compliance with Section 2.3 of the Stockholders Agreement, the Seller
has the absolute and unrestricted  right, power and capacity to sell, assign and
transfer the Brand Shares to the Purchasers  free and clear of any  Encumbrances
(except for  Encumbrances  created  pursuant to the  Stockholders  Agreement and
those arising under applicable federal and state securities laws). Upon delivery
to the Purchasers of the certificates  representing the Brand Shares in exchange
for the Purchase Price,  the Purchasers will acquire good,  valid and marketable
title to the Brand  Shares,  free and clear of any  Encumbrances  created by the
Seller.

<PAGE>

          Section 2.5. Brokers.  No Person is or will be entitled to a broker's,
finder's,  investment  banker's,  financial  adviser's  or similar  fee from the
Seller in connection with this Agreement or any of the transactions contemplated
hereby.

                                   ARTICLE III

             Representations and Warranties Regarding the Purchasers

          The  Purchasers  hereby,  severally  and not  jointly,  represent  and
warrant to the Seller as follows:

          Section 3.1. Organization. Each Purchaser that is not an individual is
either a corporation,  limited liability company, general partnership or limited
partnership,  duly  organized,  validly  existing and in good standing under the
laws of the jurisdiction of its organization.

          Section 3.2.  Authorization.  Each Purchaser that is not an individual
has the power and authority (corporate,  limited liability company,  partnership
and other) to execute and deliver this Agreement and to perform its  obligations
hereunder,  all of which have been duly  authorized by all requisite  corporate,
limited  liability  company or  partnership  action.  Each  Purchaser that is an
individual has the capacity to execute and deliver this Agreement and to perform
his or her obligations  hereunder.  Each such  individual  Purchaser is under no
impairment or other disability, legal, physical, mental or otherwise, that would
preclude  or  limit  the  ability  of  such  Purchaser  to  perform  his  or her
obligations  under this  Agreement.  This  Agreement  has been duly  authorized,
executed and  delivered by each  Purchaser  and  constitutes a valid and binding
agreement of such  Purchaser,  enforceable  against such Purchaser in accordance
with  its  terms,  subject  to  bankruptcy,   insolvency,  fraudulent  transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

          Section 3.3. Access to  Information.  The Purchasers have received all
information  regarding  the Company  that they deemed  necessary or advisable to
evaluate the risks and merits of an investment in the Brand Shares. In addition,
the Purchasers and their respective purchaser representatives,  if any, have had
an  opportunity  to ask  questions  of and receive  answers  from the Seller and
representatives  of the Company  concerning  the  business of the  Company,  its
condition and prospects  (financial  and other) and the terms and  conditions of
the offering of the Brand Shares.

          Section 3.4.  Accredited  Investor.  Each  Purchaser is an "Accredited
Investor"  as such term is defined in Rule 501 of the rules and  regulations  of
the Commission promulgated under the Securities Act. No Purchaser was formed for
the purpose of investing in the Brand Shares.

          Section 3.5.  Investment  Intent.  (a) Each Purchaser is acquiring the
Brand Shares to be purchased for it for its own account for investment  only and
not for or with a view to resale or distribution  (except for the disposition by
certain  of the  Purchasers  of up to  200,000  of the Brand  Shares to  certain
executive  officers and  directors of the  Company).  Except as described in the

<PAGE>

prior  sentence,  no  Purchaser  has  entered  into any  contract,  undertaking,
agreement  or  arrangement  with any person to sell,  transfer or pledge to such
person or anyone else the Brand Shares and no Purchaser has any present plans or
intentions  to  enter  into  any  such  contract,   undertaking,   agreement  or
arrangement.

          (b) Each Purchaser has the financial ability to bear the economic risk
of losing its entire  investment  in the Brand  Shares,  is prepared to bear the
economic risk of its investment therein for an indefinite time and can afford to
sustain a complete loss of its investment therein.

          (c) The overall  commitment of each Purchaser to investments which are
not  readily  marketable  is not  disproportionate  to  its  net  worth,  and an
investment in the Brand Shares will not cause such overall  commitment to become
excessive. Each Purchaser's need for diversification in its investment portfolio
will not be impaired by an investment in the Brand Shares.

          (d) Each  Purchaser has adequate  means of  satisfying  its short term
needs for cash and has no present need for  liquidity  which would require it to
sell its Brand Shares or any interest therein.

          (e) Each  Purchaser has  substantial  experience in making  investment
decisions  of this type  and/or is relying on its own  advisors  in making  this
investment decision and, therefore,  either alone or together with its advisors,
has such knowledge and  experience in financial and business  matters that it is
capable of evaluating the merits and risks of an investment in the Brand Shares.

          (f) Each  Purchaser  understands  that  the  Brand  Shares  constitute
restricted  securities  within  the  meaning of Rule 144  promulgated  under the
Securities Act, and that none of the Brand Shares, or any interest therein,  may
be sold  except  pursuant  to an  effective  registration  statement  under  the
Securities Act or in a transaction exempt from registration under the Securities
Act, and understands the meaning and effect of such restriction.

          (g) Each  Purchaser has  considered  and, to the extent such Purchaser
believed such discussion was necessary,  discussed with its professional  legal,
tax and financial  advisers the suitability of an investment in the Brand Shares
for such Purchaser's  particular tax and financial  situation and each Purchaser
has determined that the Brand Shares are a suitable investment for it.

          (H) EACH PURCHASER  UNDERSTANDS THAT AN INVESTMENT IN THE BRAND SHARES
BEING  PURCHASED  BY IT  INVOLVES  A HIGH  DEGREE  OF  RISK,  INCLUDING  WITHOUT
LIMITATION, RISKS RELATING TO THE COMPANY'S HISTORY OF LOSSES, RISKS RELATING TO
THE  RECENT  CHANGE IN THE  COMPANY'S  BUSINESS  FOCUS,  RISKS  RELATING  TO THE
COMPANY'S  DEPENDENCE  UPON THE DEVELOPMENT OF NEW MARKETS OF UNCERTAIN SIZE AND
GROWTH  PROSPECTS,  THE  COMPANY'S  DEFAULTS  UNDER  SUBSTANTIALLY  ALL  OF  ITS
INDEBTEDNESS AND OUTSTANDING  PREFERRED STOCK, THE COMPANY'S CONTINUING NEED FOR
ADDITIONAL   CAPITAL,   THE  COMPANY'S  NEED  FOR  LIQUIDITY,   THE  EFFECTS  OF

<PAGE>

COMPETITION,  THE COMPANY'S RELIANCE ON KEY PERSONNEL,  THE COMPANY'S DEPENDENCE
ON TECHNOLOGY AND TECHNOLOGICAL INNOVATION, THE EFFECTS OF GOVERNMENT REGULATION
OF  THE  TELECOMMUNICATIONS  INDUSTRY,  THE  RESTRICTIONS  ON  TRANSFER  OF  THE
SECURITIES, THE SUBORDINATION PROVISIONS OF THE DEBENTURES,  POTENTIAL CONFLICTS
OF  INTEREST  AND  RELATED  PARTY  TRANSACTIONS  INVOLVING  THE  COMPANY AND THE
DIRECTORS  AND OFFICERS OF THE  COMPANY,  AND RISKS  RELATING TO THE  SUCCESSFUL
EXECUTION OF THE COMPANY'S BUSINESS AND OPERATING STRATEGY.

          Section 3.6.  Financial  Resources.  Each Purchaser has cash or credit
facilities presently available to meet all of its payment obligations hereunder.

          Section 3.7. Brokers.  No person is or will be entitled to a broker's,
finder's,  investment  banker's,  financial  adviser's  or similar  fee from any
Purchaser  in  connection  with  this  Agreement  or  any  of  the  transactions
contemplated hereby.

                                   ARTICLE IV

                         Survival, Amendment and Waiver

          Section  4.1.  Survival  of   Representations   and  Warranties.   The
representations  and warranties  contained in this Agreement or any  certificate
delivered in connection  herewith  shall survive the sale of the Brand Shares as
contemplated  hereby, and shall apply with respect to claims asserted in writing
within one year thereof.  The provisions of this Section 4.1 shall not limit any
covenant or agreement of the parties  hereto which,  by its terms,  contemplates
performance after the sale of the Brand Shares.

          Section 4.2.  Amendments.  This Agreement (including the provisions of
this  Section  4.2) may not be amended or modified  except by an  instrument  in
writing  signed on behalf of all of the parties  affected by such  amendment  or
modification.

          Section 4.3. Extension;  Waiver. The parties hereto may (i) extend the
time  for  performance  of any of the  obligations  or other  acts of the  other
parties  hereto,   (ii)  waive  any  inaccuracies  in  the  representations  and
warranties  of the other  parties  hereto  contained  herein or in any  document
delivered pursuant hereto, and (iii) waive compliance with any of the agreements
of the other parties  hereto or  satisfaction  of any of the  conditions to such
party's  obligations  contained  herein.  Any  agreement  on the part of a party
hereto to any such  extension  or waiver  shall be valid only if set forth in an
instrument  in writing  signed on behalf of such  party.  The failure of a party
hereto to assert any of its rights  hereunder  shall not  constitute a waiver of
such rights.

<PAGE>


                                    ARTICLE V

                                  Miscellaneous

          Section 5.1.  Approval of Sale.  Each  Purchaser who is a party to the
Stockholders  Agreement hereby irrevocably approves,  pursuant to Section 2.3 of
the Stockholders Agreement, the sale of the Brand Shares as contemplated hereby.
Such Purchasers  constitute the Majority Holders (as such term is defined in the
Stockholders Agreement).

          Section 5.2. Notices. All notices,  requests, claims, demands, waivers
and other  communications  hereunder  shall be in writing and shall be deemed to
have been duly given when delivered by hand,  when  delivered by courier,  three
days after being deposited in the mail  (registered or certified  mail,  postage
prepaid,  return receipt requested),  or when received by facsimile transmission
upon receipt of a confirmed transmission report, as follows:

If to the Seller:                   c/o LogiMetrics, Inc.
                                    50 Orville Drive
                                    Bohemia, New York 11716
                                    Tel:  (516) 784-4110
                                    Fax:  (516) 784-4132

and if to the other  parties at the  address or  facsimile  transmission  number
specified  below its name on the  signature  pages  hereto  (or,  in the case of
Persons who become  parties  hereto  subsequently,  at their last  addresses  or
facsimile  transmission  numbers shown on the record books of the Company).  Any
party  hereto,  by notice given to the other parties  hereto in accordance  with
this  Section 5.2 may change the  address or  facsimile  transmission  number to
which such notice or other communications are to be sent to such party.

          Section 5.3.  Expenses.  Each of the parties  hereto shall pay its own
expenses incident to this Agreement and the transactions contemplated herein.

          Section 5.4.  Governing Law; Consent to  Jurisdiction.  This Agreement
shall be governed by, and construed in accordance with, the internal laws of the
State of New York,  without  reference to the choice of law principles  thereof.
Each of the parties hereto irrevocably submits to the exclusive  jurisdiction of
the courts of the State of New York and the United States District Court for the
Southern District of New York for the purpose of any suit, action, proceeding or
judgment  relating  to or arising  out of this  Agreement  and the  transactions
contemplated hereby. Service of process in connection with any such suit, action
or  proceeding  may be served on each party hereto  anywhere in the world by the
same methods as are specified  for the giving of notices  under this  Agreement.
Each of the parties hereto irrevocably  consents to the jurisdiction of any such
court in any such suit,  action or proceeding and to the laying of venue in such
court. Each party hereto irrevocably waives any objection to the laying of venue
of any such suit,  action or proceeding  brought in such courts and  irrevocably
waives any claim that any such suit,  action or  proceeding  brought in any such
court has been brought in an inconvenient forum.

<PAGE>

          Section  5.5.  Assignment;  Successors  and  Assigns;  No Third  Party
Rights. This Agreement may not be assigned by operation of law or otherwise, and
any attempted assignment shall be null and void. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective  heirs,
successors, permitted assigns and legal representatives. This Agreement shall be
for the sole  benefit of the  parties  to this  Agreement  and their  respective
heirs,  successors,  permitted  assigns  and  legal  representatives  and is not
intended,  nor shall be  construed,  to give any Person,  other than the parties
hereto   and   their   respective   heirs,   successors,   assigns   and   legal
representatives, any legal or equitable right, remedy or claim hereunder.

          Section  5.6.   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.

          Section  5.7.  Titles and  Headings.  The titles and  headings in this
Agreement are for reference  purposes  only, and shall not in any way affect the
meaning or interpretation of this Agreement.

          Section 5.8. Entire  Agreement.  This Agreement  constitute the entire
agreement  among the  parties  with  respect to the matters  covered  hereby and
thereby and supersede all previous written, oral or implied understandings among
them with respect to such matters.

          Section 5.9. Severability.  The invalidity of any portion hereof shall
not affect the validity, force or effect of the remaining portions hereof. If it
is ever held that any restriction  hereunder is too broad to permit  enforcement
of such restriction to its fullest extent, such restriction shall be enforced to
the maximum extent permitted by law.

          Section  5.10.  Interpretation.  Unless  otherwise  indicated  to  the
contrary  herein  by the  context  or use  thereof:  (i)  the  words,  "herein,"
"hereto,"  "hereof"  and words of similar  import  refer to this  Agreement as a
whole  and  not to any  particular  Section  or  paragraph  hereof;  (ii)  words
importing  the  masculine  gender  shall also  include the  feminine and neutral
genders,  and vice versa;  and (iii) words  importing  the  singular  shall also
include the plural, and vice versa.

          Section  5.11.  No Strict  Construction.  Each of the  parties  hereto
acknowledge that this Agreement has been prepared jointly by the parties hereto,
and shall not be strictly construed against either party.


                  [Remainder of page intentionally left blank]


<PAGE>

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




                                         /s/Charles S. Brand
                                         ___________________________
                                         Charles S. Brand

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



                                         /s/Steven Dinetz
                                         __________________________
                                         Steven Dinetz

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



                                         /s/Gerald B. Cramer
                                         __________________________
                                         Gerald B. Cramer

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

<PAGE>

                                         /s/Edward J. Rosenthal
                                         ____________________________
                                         Edward J. Rosenthal, Keogh

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

                                         CRM 1998 ENTERPRISE FUND, LLC

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



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

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


                                         A.C. ISRAEL ENTERPRISES, INC.


                                         By:  /s/Jay Howard
                                              __________________________________
                                              Name:  Jay Howard
                                              Title:

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

<PAGE>

                                         CRM-EFO PARTNERS, L.P.

                                         By:  CRM-EFO Investments, LLC,
                                              Its General Partner

                                         By:  CRM Management, Inc.,
                                              Its Managing Member



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

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



                                         /s/Richard S. Fuld, Jr.
                                         __________________________________
                                         Richard S. Fuld, Jr.

                                         By:  Cramer Rosenthal McGlynn, Inc.,
                                              Attorney-in-Fact



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

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

<PAGE>

                                         PAMELA EQUITIES CORP.



                                         By:  /s/Gregory Manocherian
                                              _______________________________
                                              Name:Gregory Manocherian
                                              Title:

                                         3 New York Plaza
                                         18th Floor
                                         New York, New York 10004
                                         Tel:  (212) 837-4829
                                         Fax:  (212) 837-4938

                                         WHITEHALL PROPERTIES, LLC



                                         By:  /s/Gregory Manocherian
                                              ________________________
                                              Name: Gregory Manocherian
                                              Title:

                                         3 New York Plaza
                                         18th Floor
                                         New York, New York 10004
                                         Tel:  (212) 837-4829
                                         Fax:  (212) 837-4938


                                         KABUKI PARTNERS ADP, GP



                                         By:  /s/Gregory Manocherian
                                              ________________________
                                              Name: Gregory Manocherian
                                              Title:

                                         3 New York Plaza
                                         18th Floor
                                         New York, New York 10004
                                         Tel:  (212) 837-4829
                                         Fax:  (212) 837-4938

<PAGE>

                                          McGLYNN FAMILY PARTNERSHIP



                                          By:  /s/Ronald H. McGlynn
                                               _________________________________
                                               Name:  Ronald H. McGlynn
                                               Title:  General Partner

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



                                          /s/Fred M. Filoon
                                          __________________________________
                                          Fred M. Filoon

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




                                          /s/Eugene A. Trainor, III
                                          __________________________________
                                          Eugene A. Trainor, III

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


<PAGE>

                                          CRAMER ROSENTHAL McGLYNN, LLC



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

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

<PAGE>

<TABLE>

                                                                       Exhibit A


                                 List of Purchasers and Allocation of Purchase
<CAPTION>


              Name of Purchaser                      Purchase Price                Number of Shares

<S>                                                     <C>                                 <C>
Gerald B. Cramer                                        $54,593.00                          218,372
A.C. Israel Enterprises, Inc.                            54,593.00                          218,372
CRM 1998 Enterprise Fund, LLC                           148,493.00                          593,972
Steven Dinetz                                            16,377.00                           65,508
CRM-EFO Partners, L.P.                                   13,648.00                           54,592
Richard S. Fuld, Jr.                                      8,189.00                           32,756
Cramer Rosenthal McGlynn, LLC                            33,333.50                          133,334
McGlynn Family Partnership                                5,459.00                           21,836
Edward J. Rosenthal, Keogh                                5,459.00                           21,836
Fred M. Filoon                                            5,459.00                           21,836
Eugene A. Trainor, III                                    2,730.00                           10,920
Kabuki Partners ADP, GP                                  33,750.00                          135,000
Pamela Equities Corp.                                    76,291.50                          305,166
Whitehall Properties, LLC                                41,625.00                          166,500

Total                                                  $500,000.00                        2,000,000

</TABLE>