EXHIBIT 10.26


                              EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT (this "Agreement"),  dated August 6, 1998, by and
between  LogiMetrics,   Inc.  (the  "Company")  and  Kenneth  C.  Thompson  (the
"Executive"),  residing at 10114  Waterbrook  Lane,  Charlotte,  North  Carolina
28277.

                              W I T N E S S E T H:

          WHEREAS, the Company wishes to continue to employ the Executive as the
Chief  Executive  Officer of the Company and the  Executive  desires to continue
such employment, all as more fully set forth herein; and

          WHEREAS,  the  Executive  and the Company are  currently  parties to a
consulting agreement, dated March 4, 1998 (the "Consulting Agreement"), pursuant
to which the Executive provides the Company with Consulting Services (as defined
in the Consulting Agreement);

          NOW,  THEREFORE,  in consideration  of the mutual covenants  contained
herein, the parties hereto agree as follows:

          Section 1. Term of Employment; Position and Duties.

          (a)  Effective  as of August 6, 1998 (the  "Commencement  Date"),  the
Executive shall continue to serve as the Chief Executive  Officer of the Company
and shall have such powers and duties as are commensurate with such position and
as may be conferred  upon him from time to time by the Board of Directors of the
Company (the "Board").  Except as  specifically  set forth in this Section 1(a),
the terms of the Executive's  employment shall, for the period commencing on the
Effective  Date and continuing  until the date upon which a Qualifying  Offering
(as defined in Section 1(e)(i) below) is consummated (the "Initial Period"),  be
governed by the Consulting Agreement. For all services rendered by the Executive
in any capacity required hereunder during the Initial Period, including, without
limitation,  services  as an  executive  officer,  director,  or  member  of any
committee of the Company or any subsidiary,  affiliate or division thereof,  the
Executive  shall be compensated at a rate of $12,000 per month.  Notwithstanding
anything set forth in this  Agreement to the  contrary,  if the Company does not
consummate  a  Qualifying  Offering  on or before  January  31,  1999,  then the
Executive  shall no longer be required to provide  services  hereunder  and this
Agreement shall terminate; provided, however, that the Executive and the Company
may agree in writing to extend the Initial Period for additional  monthly terms,
which shall be terminable by either party on not less than 30 days prior written
notice.  Except as otherwise set forth herein,  all terms and  conditions of the
Consulting Agreement shall remain in full force and effect.

          (b)  Effective  as of the date upon  which a  Qualifying  Offering  is
consummated and continuing (subject to earlier  termination  pursuant to Section
4) until  the  third  anniversary  of the  Commencement  Date  (the  "Employment
Period"),  and except for illness or incapacity and reasonable  vacation periods
consistent with Section 2 below,  the Executive shall devote all of his business
time,  attention,  skill and efforts  exclusively to the business and affairs of
the Company and its subsidiaries  and affiliates;  provided,  however,  that the

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Executive may engage in charitable,  educational,  religious,  civic and similar
types of  activities  (all of which  shall be deemed to  benefit  the  Company),
speaking   engagements,   membership   on  the  board  of   directors  of  other
organizations  (to the extent  approved  in advance by the  Board),  and similar
activities  to the extent that such  activities  do not inhibit or prohibit  the
performance of his duties  hereunder or inhibit or conflict with the business of
the Company, its subsidiaries and affiliates.

          (c)  During  the Term (as  defined in  Section  1(e)(ii)  below),  the
Executive shall be permitted to provide the services required hereunder from his
office in North Carolina;  provided,  however, that at the request of the Board,
the Executive shall travel to the Company's headquarters (or such other location
specified by the Board) to attend meetings of the Board (or committees thereof),
shareholders' meetings or other meetings or events on behalf of the Company.

          (d) The Executive  hereby  represents and warrants that (i) he has the
legal capacity to execute and perform this  Agreement,  (ii) this Agreement is a
valid  and  binding  obligation  of the  Executive  enforceable  against  him in
accordance  with its terms,  (iii) the  Executive's  service  hereunder will not
conflict  with, or result in a breach of, any agreement,  understanding,  order,
judgment or other  obligation  to which the Executive is presently a party or by
which he may be bound,  and (iv) the  Executive  is not subject to, or bound by,
any  covenant  against  competition,  confidentiality  obligation  or any  other
agreement,  order,  judgment  or other  obligation  which would  conflict  with,
restrict  or  limit  the  performance  of the  services  to be  provided  by him
hereunder.  The  Executive  knows of no reason why he would not be  insurable at
regular rates.

          (e) For purposes of this Agreement, the following terms shall have the
meanings set forth below:

               (i)  "Qualifying  Offering" means a private or public sale of the
securities  of the Company  which  results in net  proceeds to the Company of at
least  $10,000,000  (prior to the  payment  of costs and  expenses  incurred  in
connection therewith).

               (ii) "Term" means the Initial Period and the  Employment  Period,
collectively.

          Section 2. Compensation. For all services rendered by the Executive in
any capacity required hereunder during the Employment Period, including, without
limitation,  services  as an  executive  officer,  director,  or  member  of any
committee of the Company or any subsidiary,  affiliate or division thereof,  the
Executive shall be compensated as follows:

          (a) The Company  shall pay the Executive a fixed salary at the rate of
$250,000  per annum or such higher  annual  amount as is being paid from time to
time  pursuant to the terms  hereof  ("Base  Salary").  The Base Salary shall be
subject to such periodic  review and such periodic  increases as the Board shall
deem  appropriate  in accordance  with the Company's  customary  procedures  and

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practices. Base Salary shall be payable in accordance with the customary payroll
practices of the Company, but in no event less frequently than bi-weekly.

          (b) Within ten days of the date of the  commencement of the Employment
Period,  the Company  shall pay to the  Executive a one-time cash bonus equal to
the sum of (i)  $50,000  and  (ii)  the  product  obtained  by  multiplying  (x)
$8,333.33 by (y) the number of whole months in the Initial Period (the "Bonus").

          (c)  Effective as of the date of the  commencement  of the  Employment
Period,  the Company  shall grant to the Executive a  non-qualified  option (the
"Option") to purchase 3,000,000 shares of common stock, $.01 par value per share
(the "Common  Stock"),  of the Company at an exercise  price of $0.60 per share.
The Option shall be  immediately  exercisable  upon grant.  The number of shares
covered  by the  Option  and the per share  exercise  price  shall be subject to
adjustment  for any  increase,  decrease  or  exchange  of the number or kind of
outstanding  shares of the Common  Stock,  including  without  limitation as the
result of the Company's proposed one-for-ten reverse stock split. As a condition
to grant of the  Option,  the  Executive  shall be  required  to execute a stock
option  agreement  prepared by the Company  regarding  the terms and  conditions
governing such Option (the "Option Agreement").

          (d) During the  Employment  Period,  the Company shall maintain a term
insurance  policy (the "Term  Policy")  insuring the life of the Executive in an
amount of not less  than  $1,000,000  at no cost to the  Executive  (except  any
associated  tax  liability)  with  the  beneficiary  to  be  designated  by  the
Executive.  In the event that the Executive's  employment is terminated pursuant
to the terms  hereof,  the Company shall assign the Term Policy to the Executive
for no additional consideration and the Executive shall have the right to assume
the Company's obligations  thereunder.  Upon such assignment,  the Company shall
have no further obligation with respect to the Term Policy.

          (e) The Executive  shall be entitled to four weeks of vacation in each
calendar year during the  Employment  Period (which shall be  appropriately  pro
rated for any partial year during the  Employment  Period);  provided,  however,
that the Executive shall not be entitled to carryover  vacation from one year to
any other year or to any payment in respect of any unused or accrued vacation.

          (f) During the  Employment  Period,  the Company  shall  reimburse the
Executive for the Executive's actual out-of-pocket  expenses of leasing a car of
the Executive's choice and all related maintenance, repairs, insurance and other
expenses, subject to a monthly cap of $700.

          (g) During the  Employment  Period,  the  Company  shall  furnish  the
Executive,  without  cost to him  except  any  associated  tax  liability,  with
perquisites  consistent  with those  afforded  other senior  executives  holding
positions with the Company comparable to the position held by Executive.

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          (h) During the Employment  Period,  the Executive shall be entitled to
participate in all compensation  and employee benefit plans or programs,  and to
receive  all  benefits,  perquisites  and  emoluments,  for which  any  salaried
employees of the Company are eligible under any plan or program now or hereafter
established  and maintained by the Company,  to the fullest  extent  permissible
under  the  general  terms  and  provisions  of such  plans or  programs  and in
accordance with the provisions thereof.  Notwithstanding the foregoing,  nothing
in this  Agreement  shall preclude the amendment or termination of any such plan
or  program;  provided,  that,  such  amendment  or  termination  is  applicable
generally to the senior officers of the Company or any subsidiary or affiliate.

          Section 3. Business  Expenses.  The Company shall pay or reimburse the
Executive for all reasonable  travel or other expenses incurred by the Executive
in connection  with the  performance  of his duties and  obligations  under this
Agreement,  including,  without limitation,  the maintenance of an office in the
Charlotte,  North  Carolina area,  subject to the  Executive's  presentation  of
appropriate  vouchers in accordance with such procedures as the Company may from
time to time  establish for senior  officers and to preserve any  deductions for
federal income taxation purposes to which the Company may be entitled.

          Section 4. Termination of Employment; Effects Thereof.

          (a) The Company shall have the right,  upon delivery of written notice
to the Executive, to terminate the Executive's employment hereunder prior to the
expiration  of the  Employment  Period  (or any  subsequent  term  of  full-time
employment) (i) pursuant to a Termination  for Cause,  (ii) upon the Executive's
becoming Permanent  Disabled,  or (iii) pursuant to a Without Cause Termination;
provided,  however,  that, without the Executive's  written consent,  no Without
Cause  Termination  shall  be  effective  until  30 days  after  receipt  by the
Executive of written notice of termination from the Company. The Executive shall
have the right, upon delivery of written notice to the Company, to terminate the
Executive's  employment  hereunder  prior to the  expiration  of the  Employment
Period (or any  subsequent  term of  full-time  employment)  (i)  pursuant  to a
termination for Good Reason,  (ii) following the occurrence of Change in Control
Event upon compliance with the procedures set forth in Section 4(f), or (iii) in
the Executive's sole discretion;  provided, however, that, without the Company's
written consent,  no termination of the Executive's  employment pursuant to this
sentence  shall be effective  without the Company's  consent until 90 days after
receipt by the Company of written notice of termination from the Executive.  The
Executive's  employment  during the Employment  Period (or any subsequent  term)
shall  terminate  automatically  without  action  by any party  hereto  upon the
Executive's death.

          (b)  In  the  event  that  the  Company   terminates  the  Executive's
employment  during the Employment  Period (or any  subsequent  term of full-time
employment) pursuant to a Without Cause Termination, or the Executive terminates
his employment  for Good Reason,  the Company  shall,  as liquidated  damages or
severance pay, or both, continue,  subject to the provisions of Section 5 below,
to pay the Executive's  Base Salary as in effect at the time of such termination
for the greater of (i) the  remainder of the  then-current  employment  term, or
(ii) a period of twelve months from the effective date of such termination.

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          (c)  In  the  event  that  the  Company   terminates  the  Executive's
employment  during the Employment  Period (or any  subsequent  term of full-time
employment)  pursuant to a Permanent  Disability,  the Company shall continue to
pay to the Executive his then-current  Base Salary for a period of twelve months
from the date of termination less any amounts payable to the Executive  pursuant
to any long term disability plan of the Company then in place. No other payments
shall be made, or benefits provided,  by the Company under this Agreement except
as otherwise required by law.

          (d)  In  the  event  that  the  Company   terminates  the  Executive's
employment  hereunder  during the Employment  Period (or any subsequent  term of
full-time employment) due to a Termination for Cause or the Executive terminates
his employment with the Company other than for Good Reason  (including,  without
limitation,  pursuant to any  retirement  plan or policy then  maintained by the
Company),  the Company shall pay the Executive any earned but unpaid Base Salary
as of the date of termination of employment. No other payments shall be made, or
benefits  provided,  by the Company  whether  under this  Agreement or otherwise
except to the extent required by law.

          (e)  In  the  event  that  the  Executive's  employment  hereunder  is
terminated  during the Employment  Period (or any  subsequent  term of full-time
employment) due to the Executive's  death, the Company shall pay the Executive's
executor or other legal  representative  (the  "Representative")  any earned but
unpaid  Base  Salary  as of the  date of  termination  of  employment.  No other
payments  shall be  made,  or  benefits  provided,  by the  Company  under  this
Agreement except as otherwise required by law.

          (f) If a Change in Control Event occurs during the  Employment  Period
(or any subsequent term of full-time  employment),  the Executive shall have the
right, in his sole discretion, to elect to terminate his employment by providing
written  notice  of his  election  to the  Company  within  180 days  after  the
occurrence of such Change in Control Event. Any termination of employment by the
Executive  pursuant to this Section 4(f) shall be deemed to be a termination for
Good Reason and shall have the effects set forth in Section 4(b) hereof.

          (g) For  purposes  of this  Agreement,  the  following  terms have the
following meanings:

               (i) The term "Termination for Cause" means, to the maximum extent
          permitted  by  applicable   law,  a  termination  of  the  Executive's
          employment by the Company  because the  Executive  has (a)  materially
          breached or materially  failed to perform his duties under  applicable
          law and such  breach or failure to perform  constitutes  self-dealing,
          willful misconduct or recklessness, (b) committed an act of dishonesty
          in the  performance  of his  duties  hereunder  or  engaged in conduct
          materially  detrimental  to the  business  of the  Company,  (c)  been
          convicted  of a  felony  involving  moral  turpitude,  (d)  materially
          breached or materially  failed to perform his  obligations  and duties
          hereunder,  which breach or failure the Executive shall fail to remedy

<PAGE>

          within 30 days after written demand from the Company,  or (e) violated
          in any material respect the representations made in Section 1(d) above
          or the provisions of Section 5 below.

               (ii)  The  term  "Good  Reason"   means  a  termination   of  the
          Executive's  employment  by  the  Executive  due to a  failure  of the
          Company or its  successors  without the prior consent of the Executive
          to fulfill  its  obligations  under  this  Agreement  in any  material
          respect,  including (a) any failure to elect or re-elect or to appoint
          or reappoint  the Executive to the office of Chief  Executive  Officer
          (or any equivalent title with  substantially  similar duties),  (b) in
          the event that the Company  requires  the  Executive to relocate to an
          area more than 50 miles in any direction from the outer city limits of
          Charlotte,  North  Carolina  or (c) any other  material  change by the
          Company  in  the  functions,   duties  or   responsibilities   of  the
          Executive's  position with the Company which would  materially  reduce
          the ranking or level, dignity, responsibility,  importance or scope of
          such position.

               (iii) The term "Without  Cause  Termination"  means a termination
          during  the  Employment   Period  (or  any  subsequent  term)  of  the
          Executive's  employment  by  the  Company  other  than  due  to  (i) a
          Termination   for  Cause,   (ii)  Permanent   Disability,   (iii)  the
          Executive's death, or (iv) the expiration of this Agreement.

               (iv) The term "Permanent  Disability" means permanently  disabled
          so as to qualify  for full  benefits  under any  long-term  disability
          policy then maintained by the Company;  provided,  however, that if no
          such  disability  policy is in  effect  on the date of  determination,
          "Permanent  Disability"  shall mean the  inability of the Executive to
          perform his duties  hereunder on a full-time basis for a period of six
          full calendar months during any twelve consecutive calendar months due
          to illness or injury of a physical or mental nature,  supported by the
          completion  by the  Executive's  attending  physician  (or a physician
          selected by the Company and reasonably  satisfactory  to the Executive
          or his legal representative if the Executive's  physician is unable or
          unwilling  to  provide  the  necessary  certification)  of  a  medical
          certification form outlining the disability and treatment.

               (v) The term "Change in Control Event" means any of the following
          events:

                    (A) any person,  firm or corporation  (other than Charles S.
          Brand,  members of his immediate  family, or any trust or other entity
          established  for  the  benefit  of Mr.  Brand  and/or  members  of his
          immediate  family)  acquires  directly or  indirectly  the  beneficial
          ownership (as defined in Section 13(d) of the Securities  Exchange Act
          of 1934,  as  amended)  of any voting  security  of the  Company  and,
          immediately  after  such  acquisition,  the  acquirer  has  beneficial
          ownership of voting  securities  representing 50% or more of the total
          voting  power of all the  then-outstanding  voting  securities  of the
          Company;

<PAGE>

                    (B) The individuals who (i) as of the date of this Agreement
          constitute  the Board of Directors (the  "Original  Directors"),  (ii)
          thereafter are elected to the Board of Directors and whose election or
          nomination  for election to the Board of  Directors  was approved by a
          vote of at least 2/3 of the  Original  Directors  then still in office
          (such  Directors being called  "Additional  Original  Directors"),  or
          (iii) are  elected to the Board of  Directors  and whose  election  or
          nomination  for election to the Board of  Directors  was approved by a
          vote of at least 2/3 of the Original Directors and Additional Original
          Directors  then still in office,  cease for any reason to constitute a
          majority of the members of the Board of Directors;

                    (C) The Company  shall  consummate a merger,  consolidation,
          re-capitalization,  or reorganization  of the Company,  other than any
          such  transaction  which  results  in holders  of  outstanding  voting
          securities of the Company  immediately prior to the transaction having
          beneficial  ownership  of at  least  50% of  the  total  voting  power
          represented  by  the  voting   securities  of  the  surviving   entity
          outstanding immediately after such transaction,  with the voting power
          of each such  continuing  holder  relative  to such  other  continuing
          holders being not altered substantially in the transaction; or

                    (D)  The  Company  shall   consummate  a  plan  of  complete
          liquidation  of the Company or an agreement for the sale,  assignment,
          conveyance, transfer, lease or other disposition by the Company of all
          or substantially  all of its assets to any person, or group of related
          persons, in one or a series of related transactions.

          (h) Any  payments to be made or benefits to be provided by the Company
pursuant to Section 4(b) or (f) hereof are subject to the receipt by the Company
of an effective  general  release and agreement not to sue in a form  reasonably
satisfactory  to the Company  (the  "Release")  pursuant to which the  Executive
agrees (i) to release all claims against the Company and certain related parties
(excluding  claims for any severance  benefits payable  hereunder),  (ii) not to
maintain any action,  suit, claim or proceeding  against the Company and certain
related  parties,  and (iii) to be bound by certain  confidentiality  and mutual
non-disparagement  covenants specified therein.  Notwithstanding the due date of
any  post-employment  payment,  the Company  shall not be  obligated to make any
payments  under Section 4(b) or (f) until after the expiration of any revocation
period applicable to the Release.

          Section 5. Other Duties of Executive  During and After the  Employment
Period.

          (a) The Executive  recognizes and  acknowledges  that all  information
pertaining to the affairs, business, clients, or customers of the Company or any
of its subsidiaries or affiliates (any or all of such entities being hereinafter
referred to as the "Business"), as such information may exist from time to time,
other than information that the Company has previously made publicly  available,
is confidential  information and is a unique and valuable asset of the Business,
access  to and  knowledge  of which  are  essential  to the  performance  of the

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Executive's  duties under this Agreement.  In consideration of the payments made
to him  pursuant  hereunder,  the  Executive  shall  not,  except to the  extent
reasonably  necessary in the  performance  of his duties  under this  Agreement,
divulge to any person, firm, association,  corporation,  or governmental agency,
any information concerning the affairs, businesses, clients, or customers of the
Business  (except  such  information  as is  required by law to be divulged to a
government  agency  or  pursuant  to  lawful  process),  or make use of any such
information  for his  own  purposes  or for the  benefit  of any  person,  firm,
association  or  corporation  (except the Business) and shall use his reasonable
best efforts to prevent the disclosure of any such  information  by others.  All
records, memoranda, letters, books, papers, reports, accountings,  experience or
other data,  and other records and documents  relating to the Business,  whether
made by the Executive or otherwise coming into his possession,  are confidential
information and are, shall be, and shall remain the property of the Business. No
copies  thereof  shall be made which are not retained by the  Business,  and the
Executive agrees, on demand of the Company, to deliver the same to the Company.

          (b) The Executive  recognizes and acknowledges  that the Company shall
own all Work Product  created by the Executive  during the Term. As used herein,
"Work  Product"  includes,  but is not  limited  to, all  intellectual  property
rights, U.S. and international  copyrights,  patentable  inventions,  creations,
discoveries  and  improvements,  works of authorship  and ideas,  whether or not
patentable  or   copyrightable   and  regardless  of  their  form  or  state  of
development.  All Work  Product  shall be  considered  work made for hire by the
Executive and shall be owned by the Company.

          If any of the Work Product may not, by operation of law, be considered
a work made for hire by the  Executive  for the Company,  or if ownership of all
right, title and interest of the intellectual  property rights therein shall not
otherwise vest exclusively in the Company,  the Executive shall assign, and upon
creation thereof shall be deemed to have automatically assigned, without further
consideration,  the  ownership  of all such Work  Product to the Company and its
successors and assigns.  The Company,  its successors and assigns shall have the
right  to  obtain  and  hold  in its or  their  own  name  copyrights,  patents,
registrations and other protections available to the Work Product. The Executive
shall  assist the  Company  in  obtaining  and  maintaining  patent,  copyright,
trademark  and  other  appropriate  protection  for  all  Work  Product  in  all
countries,   at  the  Company's   expense.   The  Executive  hereby  irrevocably
relinquishes  for the benefit of the  Company,  its  successors  and assigns any
moral rights in the Work Product recognized under applicable law.

          The Executive shall disclose all Work Product  promptly to the Company
and shall not disclose the Work Product to anyone other than authorized  Company
personnel  without the Company's prior written consent.  The Executive shall not
disclose to the Company or induce the Company to use any secret or  confidential
information or material belonging to others.

          The  provisions  of this  Section  5(b) cover Work Product of any kind
that is conceived or made by the  Executive  that (i) relates to the business of
the Company,  its subsidiaries and affiliates,  (ii) results from tasks assigned

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to the Executive by the Company,  its subsidiaries and affiliates,  or (iii) are
conceived  or made  with the use of  facilities  or  materials  provided  by the
Company, its subsidiaries and affiliates.

          (c) In consideration of the payments made to him hereunder, during the
one-year  period  commencing  on  the  effective  date  of  termination  of  his
employment  during the Employment  Period (or any  subsequent  term of full-time
employment)  for any reason,  the  Executive  shall not,  without  express prior
written  approval  of  the  Board,  directly  or  indirectly,  own or  hold  any
proprietary  interest in, or be employed by or receive  remuneration  from,  any
corporation,  limited  liability  company,  business  trust,  partnership,  sole
proprietorship or other entity engaged in competition with the Company or any of
its affiliates (a "Competitor"),  other than  severance-type or  retirement-type
benefits  from  entities  constituting  prior  employers of the  Executive.  The
Executive also shall not, during such one-year  period,  solicit for the account
of any Competitor,  any customer or client of the Company or its affiliates,  or
any  entity  or  individual  that was  such a  customer  or  client  during  the
twelve-month  period  immediately  preceding the  termination of the Executive's
employment.  The Executive also shall not, during such one-year  period,  act on
behalf of any Competitor to interfere with the relationship  between the Company
or its subsidiaries and affiliates and their respective employees.

          For purposes of the  preceding  paragraph,  (i) the term  "proprietary
interest" means legal or equitable  ownership,  whether through  stockholding or
otherwise,  of an equity  interest  in a  business,  firm or entity  other  than
ownership of less than two percent of any class of equity interest in a publicly
held  business,  firm or entity  and (ii) an entity  shall be  considered  to be
"engaged  in  competition"  if such  entity is, or is a holding  company  for, a
company  engaged in the design,  manufacture,  assembly,  sale,  maintenance  or
servicing  of  high-power  amplifiers,  satellite  communications  equipment  or
transmitting and receiving  equipment (or related components) used in connection
with the provision of local  multi-point  distribution  services anywhere in the
world.

          (d) The Executive acknowledges that the restrictions contained in this
Section 5 are reasonable  and necessary to protect the  legitimate  interests of
the Company and that any breach by the Executive of any  provision  contained in
this Section 5 will result in irreparable  injury to the Company.  The Executive
further  acknowledges  that,  in addition to all remedies  available at law, the
Company shall be entitled to equitable relief, including temporary,  preliminary
and permanent  injunctive relief,  and an equitable  accounting of all earnings,
profits or other benefits  arising from any such breach and shall be entitled to
receive such other damages, direct or consequential,  as may be appropriate. The
Company  shall not be required to post any bond or other  security in connection
with any proceeding to enforce the provisions of this Section 5.

          (e) The  Company's  obligation  to make  payments,  or provide for any
benefits under this Agreement (except to the extent vested or exercisable) shall
cease upon a violation by the Executive of the provisions of this Section 5. The
provisions of this Section 5 shall survive any  termination  of the  Executive's
employment with the Company; provided however that in the event that the Company
fails to  consummate  a  Qualifying  Offering  prior to January  31,  1999,  the
provisions of this Section 5 shall not be  applicable  and shall become null and
void.

<PAGE>

          Section 6.  Withholdings.  The  Company  may  directly  or  indirectly
withhold from any payments made under this Agreement all federal, state, city or
other taxes and all other deductions as shall be required pursuant to any law or
governmental  regulation or ruling or pursuant to any contributory  benefit plan
maintained by or on behalf of the Company.

          Section 7. Consolidation,  Merger, or Sale of Assets.  Nothing in this
Agreement shall preclude the Company from consolidating or merging into or with,
or transferring  all or  substantially  all of its assets to, or engaging in any
other business  combination  with, any other person or entity which assumes this
Agreement and all obligations and  undertakings of the Company  hereunder.  Upon
such a consolidation,  merger,  transfer of assets or other business combination
and  assumption,  the term "Company" as used herein shall mean such other person
or entity and this Agreement shall continue in full force and effect.

          Section  8.  Notices.  All  notices,   requests,   demands  and  other
communications  required or  permitted  hereunder  shall be given in writing and
shall be deemed to have been duly given if delivered or mailed, postage prepaid,
by same day or overnight mail (i) if to the Executive,  at the address set forth
above, or (ii) if to the Company, as follows:

                                            LogiMetrics, Inc.
                                            50 Orville Drive
                                            Bohemia, New York  11716
                                            Attention:  Norman M. Phipps

or  to  such other  address as either  party shall have  previously specified in
writing to the other.

          Section  9. No  Attachment.  Except as  required  by law,  no right to
receive  payments  under  this  Agreement  shall  be  subject  to  anticipation,
commutation,  alienation,  sale,  assignment,  encumbrance,  charge,  pledge, or
hypothecation  or  to  execution,   attachment,  levy,  or  similar  process  or
assignment by operation of law, and any attempt,  voluntary or  involuntary,  to
effect any such action shall be null, void and of no effect; provided,  however,
that nothing in this Section 9 shall  preclude the  assumption of such rights by
executors, administrators or other legal representatives of the Executive or his
estate  and their  assigning  any  rights  hereunder  to the  person or  persons
entitled thereto.

          Section 10.  Expenses.  Except as set forth herein,  each party hereto
shall  pay  its  own  expenses   incident  to  the   preparation,   negotiation,
administration   and   enforcement  of  this  Agreement  and  the   transactions
contemplated herein.

          Section 11.  Source of Payment.  All payments  provided for under this
Agreement  shall be paid in cash  from the  general  funds of the  Company.  The
Company  shall not be required to establish a special or separate  fund or other
segregation  of assets to assure such  payments,  and, if the Company shall make
any  investments to aid it in meeting its obligations  hereunder,  the Executive
shall have no right,  title or interest  whatever in or to any such  investments
except as may otherwise be expressly  provided in a separate written  instrument

<PAGE>

relating to such investments. Nothing contained in this Agreement, and no action
taken pursuant to its provisions, shall create or be construed to create a trust
of any kind, or a fiduciary relationship,  between the Company and the Executive
or any other person.  To the extent that any person  acquires a right to receive
payments from the Company  hereunder,  such right,  without  prejudice to rights
which  employees  may have,  shall be no greater  than the right of an unsecured
creditor of the Company.

          Section 12. Binding Agreement; No Assignment.  This Agreement shall be
binding  upon,  and shall inure to the benefit of, the Executive and the Company
and their respective permitted  successors,  assigns,  heirs,  beneficiaries and
representatives.  This  Agreement  is personal to the  Executive  and may not be
assigned by him without the prior written consent of the Company.  Any attempted
assignment in violation of this Section 12 shall be null and void.

          Section 13. Dispute Resolution. At the option of either the Company or
the Executive,  any dispute,  controversy or question  arising under,  out of or
relating to the Consulting  Agreement,  this Agreement or the respective  breach
thereof, other than pursuant to Section 5 hereof, shall be referred for decision
by  arbitration  in the  State  of New  York by a  neutral  arbitrator  mutually
selected by the parties hereto. Any arbitration  proceeding shall be governed by
the Rules of the American  Arbitration  Association then in effect or such rules
last in effect (in the event such  Association is in existence).  If the parties
are unable to agree upon such a neutral  arbitrator  within 30 days after either
party has given the other  written  notice of the desire to submit the  dispute,
controversy  or question for decision as aforesaid,  then either party may apply
to  the  American  Arbitration  Association  for  an  appointment  of a  neutral
arbitrator,  or if such  Association is not then in existence or does not act in
the matter within 30 days of any such application, either party may apply to the
Presiding  Judge  of the  Superior  Court  of any  county  in  New  York  for an
appointment of a neutral  arbitrator to hear the parties and settle the dispute,
controversy  or  question,  and such  Judge is  hereby  authorized  to make such
appointment.  In the event that  either  party  exercises  the right to submit a
dispute,  controversy or question arising hereunder to arbitration, the decision
of the  neutral  arbitrator  shall  be  final,  conclusive  and  binding  on all
interested  persons and no action at law or in equity shall be instituted or, if
instituted,  further  prosecuted by either party other than to enforce the award
of the neutral arbitrator. The award of the neutral arbitrator may be entered in
any court that has  jurisdiction.  The Executive and the Company shall each bear
all their own costs (including the fees and  disbursements of counsel)  incurred
in connection with any such arbitration and shall each pay one-half of the costs
of any arbitrator appointed hereunder.

          Section 14.  Governing Law. 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.

          Section 15. Entire Agreement.  This Agreement and the Option Agreement
shall  constitute  the entire  agreement  among the parties  with respect to the
matters covered hereby and shall supersede all previous written, oral or implied
understandings among them with respect to such matters.

<PAGE>

          Section  16.  Amendments.  This  Agreement  may  only  be  amended  or
otherwise modified, and compliance with any provision hereof may only be waived,
by a writing  executed  by all of the parties  hereto.  The  provisions  of this
Section 16 may only be amended or otherwise modified by such a writing.

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

          IN WITNESS  WHEREOF,  the Company has caused this Agreement to be duly
executed by the undersigned,  thereunto duly  authorized,  and the Executive has
signed this Agreement, all as of the date first written above.


                                             LOGIMETRICS, INC.



                                             By:/s/Norman M. Phipps
                                                ________________________________
                                                Norman M. Phipps, President


                                                /s/ Kenneth C. Thompson
                                                ______________________________
                                                Kenneth C. Thompson