EXHIBIT 10.9

                                    MODIFIED
                           GENERAL SECURITY AGREEMENT

          AGREEMENT made as of this 30th day of April,  1998 by the  undersigned
to NORTH FORK BANK, having an office at 245 Love Lane, Mattituck, New York 11952
(the "Bank").

          1. Definitions.

          The term  "Obligations"  shall include all indebtedness,  obligations,
liabilities, and guarantees of any kind of the undersigned to the Bank (and also
to others to the extent of participations or interests therein of the Bank), now
existing  or  hereafter  arising,  and  whether  direct  or  indirect,  acquired
outright,  conditionally  or as collateral  security  from another,  absolute or
contingent,  joint or several, secured or unsecured, due or not due, contractual
or  tortious,  liquidated  or  unliquidated,  arising  by  operation  of  law or
otherwise,  whether or not of a nature presently  contemplated by the parties or
subsequently agreed to by them.

          The term "Collateral" shall include all personal property and fixtures
in which the  undersigned  has or shall  have an  interest  (including,  but not
limited  to, all  personal  property  and  fixtures  as  described  herein to be
acquired by the undersigned in connection with the acquisition of mmTech, Inc.),
now or  hereafter  existing  or  acquired,  and  wherever  located,  tangible or
intangible,  including but not limited to all present and hereafter  existing or
acquired accounts,  accounts receivable,  contract rights,  general intangibles,
equipment,  goods,  inventory  (raw  materials,   components,  work-in  process,
finished merchandise and packing and shipping materials), personal property made
available to the undersigned by the Bank (or its agent or bailee)  pursuant to a
trust receipt or other security agreement the effect of which is to continue the
Bank's security interest therein, money, instruments,  documents, chattel paper,
securities,  deposits,  patents and patent rights,  credits,  claims and demands
against the Bank, and all proceeds, products, returns, additions, accessions and
substitutions of and to any of the foregoing.

          All  other  terms  used  herein  which  are  defined  in  the  Uniform
Commercial Code of the State of New York shall have the meanings therein stated.

          2. Grant of Security Interest.

          In  consideration  of the loan of (a) Two Million Two Hundred Thousand
($2,200,000)  Dollars  pursuant to a Restated and Amended  Revolving Credit Note
dated of even date herewith and (b) $256,000  pursuant to a Restated and Amended
Term Note  extended  by the Bank to the  undersigned  and of one or more  loans,
advances, or other financial  accommodations at any time made or extended by the
Bank  to  the  undersigned,  or  to  any  person,  firm,  or  corporation  whose
obligations or liabilities  are guaranteed at any time by the undersigned to the

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Bank,  the  undersigned  hereby  grants  to the Bank a valid and  binding  first
security interest in the Collateral,  as security for the payment,  performance,
and observance by the undersigned of the  Obligations.  The  undersigned  hereby
transfers and delivers to the Bank all Collateral  which the Bank is required to
take  possession  of in order to perfect its  security  interest,  and agrees to
transfer  and deliver to the Bank all  Collateral  which the Bank is required to
take possession of in order to perfect its security interest  therein,  promptly
upon the acquisition by the undersigned after the date hereof of any interest in
such Collateral.  The undersigned  agrees that the Bank has sole discretion with
regard to the making of any loans,  advances, or other financial  accommodations
to the  undersigned  or any such other person,  firm, or  corporation,  and that
nothing herein shall obligate the Bank with respect thereto.

          3.  Warranties and  Agreements.  The  undersigned  warrants and agrees
that:

          (a)  Collateral  location  and use. The  undersigned's  chief place of
business,  its financial books and records  relating to the Collateral,  and the
Collateral,  are  located  and/or  based at the address set forth at the foot of
this  Agreement.  The  undersigned  will not relocate any of the Collateral from
said location  without the prior written consent of the Bank. The Collateral was
and/or  will be acquired by the  undersigned  solely for use in its  business at
said  location,  and the  Collateral  is not and shall not be used for any other
use.

          (b) Existing liens, security interests,  and encumbrances.  Except for
the security interest granted herein,  the undersigned is the legal owner of all
interest  in the  Collateral  and shall  keep the  Collateral  free and clear of
liens, security interests, or encumbrances, and will not assign, sell, mortgage,
lease,  transfer,  pledge,  grant a security  interest in, encumber or otherwise
dispose  of or  abandon  any part or all of the  Collateral  without  the  prior
written  consent  of the Bank,  except for (i) the sale from time to time in the
ordinary  course of business of the  undersigned  of such items of Collateral as
may constitute all or part of the business inventory of the undersigned and (ii)
that certain  subordinate  security  interests granted by the undersigned to the
holder(s)  of  (i)  the  Borrower's  twelve  (12%)  percent  Convertible  Senior
Subordinated Debentures (the "Debentures"). Any default by the undersigned under
or with respect to any such security  instrument or obligations  secured thereby
shall constitute an event of default under this Agreement.

          (c) Taxes,  compliance  with laws. The  undersigned  will make due and
timely payment or deposit of all taxes,  assessments,  or contributions required
by law which may be  lawfully  levied or  assessed  with  respect  to any of the
Collateral  and will  execute  and deliver to the Bank,  on demand,  appropriate
certificates  attesting  to the timely  payment  or  deposit of all such  taxes,
assessments or contributions. The undersigned will use the Collateral for lawful

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purposes only, and with all reasonable care and caution,  and in conformity with
all applicable laws, ordinances and regulations. At its own cost and expense the
undersigned will keep the Collateral in proper order, repair, and condition.

          (d)  Inspection.  The Bank shall at all times have free  access to and
the right of inspection of any part or all of the  Collateral and any records of
the  undersigned  (and the right to make  extracts from such  records),  and the
undersigned  shall  deliver  to the Bank the  originals  or true  copies of such
papers and instruments  relating to any or all of the Collateral as the Bank may
request at any time.

          (e) Collateral to remain personal property.  The Collateral is now and
shall be and remain personal property,  notwithstanding  the manner in which the
Collateral  or any part thereof shall be now or hereafter  affixed,  attached or
annexed to real property.  The  undersigned  will obtain and deliver to the Bank
such  instruments  as may be requested by the Bank  pursuant to which any person
with an interest  in any real estate upon which any part of all of the  tangible
Collateral is now or may hereafter be located consents to the security  interest
granted herein,  disclaims any interest in the tangible  Collateral as fixtures,
waives in favor of the Bank all right to  distrain  or levy upon the  Collateral
for rent due or to become due from the  undersigned,  and authorizes the Bank to
enter  upon any  premises  of the  undersigned  at any time  and to  remove  the
Collateral.

          (f)  Insurance.  The  undersigned,  at its own cost and expense,  will
insure  the  Collateral  in the name of and with loss or damage  payable  to the
undersigned and the Bank, as their interests may appear,  against loss or damage
by fire and extended coverage,  theft,  burglary,  pilferage,  bodily injury and
such  other  risks as the Bank may  require,  with  such  companies  and in such
amounts as may be required by the Bank at any time in its sole  discretion.  All
such policies shall provide for ten days' minimum written notice of cancellation
to the Bank,  and the  undersigned  shall  deliver to the Bank the  original  or
duplicate policies,  or certificates or other evidence satisfactory to the Bank,
of compliance with the foregoing insurance  provisions.  The undersigned assumes
all responsibility and liability arising from the use of the Collateral,  either
for negligence or otherwise,  by whomsoever used, employed or operated, and will
defend,  indemnify and save the Bank  harmless  from any and all claim,  loss or
damage  to  persons  or  property  caused  by the  Collateral  or by its use and
operation.

          (g) Maintain  security  interests,  reports.  In addition to all other
provisions hereof, the undersigned will from time to time at the sole expense of
the undersigned,  perform any and all steps and/or  procedures  requested by the
Bank at any time to perfect and  maintain  the Bank's  security  interest in the
Collateral,  including  but not limited to  transferring  any part or all of the

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Collateral  to the  Bank or any  nominee  of the  Bank  (including  warehouses),
placing and  maintaining  signs,  appointing  custodians,  executing  and filing
financing  statements  and notices of lien,  delivering to the Bank documents of
title  representing the Collateral or evidencing the Bank's security interest in
any other manner  acceptable  to and  requested by the Bank. If requested by the
Bank,  the  undersigned  will from time to time  execute and deliver to the Bank
assignments  of  accounts  in form  satisfactory  to the Bank,  but  should  the
undersigned  fail in any one or more  instances  to execute and deliver any such
assignments  of  accounts,  such  failure  shall  not  constitute  a  waiver  or
limitation of the within security  interest in all of the Collateral  (including
said accounts) which shall remain in full force and effect.

          At the request of the Bank, the undersigned  shall deliver to the Bank
all original  documents  evidencing  the sale and delivery of merchandise or the
performance  of labor or services  which created any account,  including but not
limited to all original contracts,  orders, invoices, bills of lading, warehouse
receipts and shipping  receipts,  together with all collateral  security  and/or
guarantees or other  contracts of suretyship  held by the undersigned in respect
of the  accounts,  together  with  assignments  of any  of the  foregoing  where
requested by the Bank.

          If at any  time  any  part or all of the  Collateral  shall  be in the
possession  or  control  of  any  of  the  undersigned's  bailees,   agents,  or
processors,  the  undersigned  will notify such  persons of the Bank's  security
interest therein and upon the Bank's request, the undersigned will instruct such
persons to hold all such  Collateral  for the Bank's  account and subject to the
Bank's instructions and the undersigned will obtain and deliver to the Bank such
instrument(s)  requested by the Bank  pursuant to which such persons  consent to
the security  interest granted herein,  disclaim any interest in the Collateral,
waive in favor of the Bank all liens  upon and claims to the  Collateral  or any
part  thereof,  and  authorize the Bank at any time to enter upon and remove the
Collateral from any premises upon which the same may be located.

          (h) Further documentation. The undersigned shall, at its sole cost and
expense,  simultaneously  herewith and upon the request of the Bank, at any time
and from time to time,  execute  and  deliver to the Bank one or more  financing
statements  pursuant  to the  Uniform  Commercial  Code,  and any other  papers,
documents  or  instruments  required  by the Bank in  connection  herewith.  The
undersigned hereby authorizes the Bank to execute and file, at any time and from
time to time, on behalf of the  undersigned,  one or more  financing  statements
with  respect  to all or any  part of the  Collateral,  the  filing  of which is
advisable, in the sole judgment of the Bank, pursuant to the law of the State of
New York,  although the same may have been  executed only by the Bank as secured
party.  The  undersigned  also  irrevocably   appoints  the  Bank,  its  agents,
representatives and designees,  as the undersigned's agent and attorney-in-fact,
to execute and file,  from time to time,  on behalf of the  undersigned,  one or
more financing statements with respect to all or any part of the Collateral.

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          (i) Bona fide accounts. The undersigned warrants to the Bank that each
of the  debtors  named in any account  has legal  capacity  to  contract  and is
indebted to the undersigned in the amount  indicated in the books and records of
the undersigned and in any assignments  executed and delivered to the Bank; that
each account is bona fide and arises out of the sale and delivery of merchandise
and/or the performance of labor or services.

          (j)  Collection of accounts.  Upon an event of default as  hereinafter
defined,  where  the Bank so  requests,  all bills  and  statements  sent to any
customer or any account  shall state that said account has been  assigned to the
Bank and is  payable  only to the  Bank.  The Bank may  endorse  the name of the
undersigned  on all notes,  checks,  drafts,  bill of  exchange,  money  orders,
commercial  paper of any kind  whatsoever,  and any other  document  received in
payment of or in  connection  with  accounts or  otherwise,  and the Bank or any
officer or employee thereof, is hereby irrevocably constituted and appointed the
agent and attorney-in-fact for the undersigned for the foregoing purpose, and to
receive,  open and  dispose of all mail  addressed  to the  undersigned,  and to
notify the Post Office  authorities  to change the  address for the  delivery of
mail addressed to the undersigned to such address(es) as the Bank may designate.
Any bank or trust company is hereby irrevocably authorized to permit the Bank to
deposit the  proceeds of accounts so endorsed  and to withdraw  the same without
inquiry  as  to  the  circumstances  of  endorsement  or as to  the  purpose  of
withdrawal, and without being required to answer for the application by the Bank
of the monies so  withdrawn.  The  proceeds of  accounts,  received by the Bank,
shall be applied to the  Obligations  but shall not constitute  payment  thereof
until so applied,  it being agreed that the order and method of such application
shall be in the discretion of the Bank.

          (k)  Settlement of accounts.  The Bank is authorized  and empowered to
compromise  or extend the time for  payment of any of the  Collateral,  for such
amounts and upon such terms as the Bank may determine,  and to accept the return
of goods represented by any of the Collateral,  all without notice to or consent
by the undersigned  and without  discharging or affecting the obligations of the
undersigned hereunder.

          (l) Payment of debtor's  obligations,  reimbursement.  The Bank may in
its  discretion,  for the  account and  expense of the  undersigned  (i) pay any
amount or do any act  which is  required  to be paid or done by the  undersigned
under this  Agreement  (including  but not limited to the repair and insuring of
Collateral and payment of taxes) and which the undersigned fails to do or pay as
herein  required,  (ii)  pay any sums due and  owing by the  undersigned  to the
landlord(s) of any premises  where any  Collateral is located,  and (iii) pay or
discharge any lien,  security  interest or  encumbrance in favor of anyone other
than the Bank which covers or affects the  Collateral or any part  thereof.  The
undersigned  will  promptly  reimburse  and pay the Bank  for any and all  sums,
costs,  fees,  and  expenses  which  the  Bank may pay or  incur  by  reason  of
defending,  protecting or enforcing the security  interest herein granted or the

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priority  thereof or in enforcing  payment of the  Obligations or in discharging
any lien or claim against the Collateral or any part thereof or in the exchange,
collection,  compromise or settlement of any of the Collateral or receipt of the
proceeds thereof or for the care of the Collateral,  by litigation or otherwise,
and with respect to either the undersigned,  account debtors,  guarantors of the
undersigned  and other  persons,  including  but not limited to all court costs,
collection  charges,  travel,  and reasonable  attorneys' fees (not less than 15
percent of the  outstanding  Obligations  where permitted by applicable law) and
all  reasonable  expenses  (including  reasonable  counsel fees) incident to the
enforcement of payment of any  obligations  of the  undersigned by any action or
participation  in, or in connection with, a case or proceeding under chapters 7,
11 or 13 of the Bankruptcy Code, or any successor statute thereto. All sums paid
and all costs,  expenses and  liabilities  incurred by the Bank  pursuant to the
foregoing provisions, together with interest thereon at the rate of twelve (12%)
percent per annum, shall be added to and become part of the Obligations  secured
hereby.

          4. Transfer of Collateral.

          Upon an event of default as hereinafter defined, at its discretion the
Bank may,  whether or not any of the  Obligations  be due, in its name or in the
name of the  undersigned or otherwise,  notify any account debtor or the obligor
on any  instrument  to make  payment to the Bank,  demand,  sue for,  collect or
receive any money or property at any time payable or receivable on account of or
in exchange for, or make any  compromise or settlement  deemed  desirable by the
Bank with respect to, any of the Collateral, but shall be under no obligation to
do so,  and/or the Bank may extend the time of  payment,  arrange for payment in
installments,  or  otherwise  modify  the  terms  of,  or  release  any  of  the
Collateral,  without  thereby  incurring  responsibility  to, or  discharging or
otherwise affecting any liability of, the undersigned.  At any time the Bank may
assign,  transfer and/or deliver to any transferee of any of the Obligations any
or all of the Collateral, and thereafter the Bank shall be fully discharged from
all  responsibility  with respect to the  Collateral  so  assigned,  transferred
and/or delivered. Such transferee shall be vested with all the powers and rights
of the Bank  hereunder,  with  respect  to such  Collateral,  but the Bank shall
retain all rights and powers hereby given with respect to any of the  Collateral
not so assigned, transferred or delivered.

          5. Defaults.

          The  occurrence  of any  one or  more of the  following  events  shall
constitute an event of default by the undersigned under this Agreement:

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          (a) if at any time  the  Bank  shall,  in its  reasonable  discretion,
consider the Collateral or any part thereof unsatisfactory or insufficient,  and
the undersigned shall fail on demand furnish other Collateral or make payment on
account, satisfactory to the Bank;

          (b) if the  undersigned  or any obligor,  maker,  endorser,  acceptor,
surety or  guarantor  of, or any other  party to any of the  Obligations  or the
Collateral (the same, including the undersigned,  being collectively referred to
herein as "Obligors")  shall default in any way under the Obligations (or of any
instruments evidencing the same) or of any terms or conditions of this Agreement
or the Collateral;

          (c) if any warranty,  representation  or statement of fact made herein
or furnished to the Bank at any time by or on behalf of the  undersigned  proves
to have been false in any material respect when made or furnished;

          (d) in the event of loss, theft,  substantial damage or destruction of
any of the  Collateral,  or the making of any levy on,  seizure or attachment of
any of the Collateral;

          (e) if the  undersigned  shall execute or file a certificate  or other
instrument  evidencing  the  legal  change  of name of the  undersigned  without
furnishing the Bank at least ten days' prior written notice thereof;

          (f) in the event any of the Obligors shall be dissolved;

          (g) if any of the Obligors shall be party to a merger or consolidation
where said Obligor is not the surviving entity without the prior written consent
of the Bank;

          (h) if any of the  Obligors  shall  fail  to  maintain  its  corporate
existence in good standing;

          (i) if any  of  the  Obligors  shall  default  in  the  observance  or
performance  of any  term,  covenant  or  agreement  contained  herein or in any
instrument, document or agreement delivered by any of the Obligors to the Bank;

          (j) if any of the  Obligors  shall make or send  notice of an intended
bulk transfer, or fail, after demand, to furnish any financial information or to
permit the inspection of books or records of account;

          (k) The Obligor  makes an  assignment  for the benefit of creditors or
admits in writing its  inability to pay its debts  generally as they become due;
or an order,  judgment or decree is entered adjudicating the Obligor as bankrupt

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or  insolvent;  or any order for relief  with  respect to the Obligor is entered
under the United States  Bankruptcy Code; or the Obligor petitions or applies to
any tribunal for the appointment of a custodian, trustee, receiver or liquidator
of the  Obligor  or of any  substantial  part of the assets of the  Obligor,  or
commences  any  proceeding  relating  to  the  Borrower  under  any  bankruptcy,
reorganization,  arrangement,  insolvency,  readjustment of debt, dissolution or
liquidation  law of any  jurisdiction;  or any such petition or  application  is
filed, or any such  proceeding is commenced,  against the Obligor and either (i)
the Obligor by any act  indicates its approval  thereof,  consents  thereto,  or
acquiesces  therein or (ii) such  petition,  application  or  proceeding  is not
dismissed within sixty (60) days;

          (1) if any of the Obligors shall  voluntarily or otherwise  suspend or
interrupt the transaction of its usual business;

          (m) if any Order is  entered  by any court or  tribunal,  at law or in
equity, by or against any of the Obligors for the appointment of any receiver or
any  trustee for any of the  Obligors  and said Order is not  discharged  within
sixty (60) days from the entry thereof;

          (n) if any governmental authority or any court or other tribunal shall
take possession or  jurisdiction of any substantial  part of the property of, or
assume  control  over the  affairs  or  operations  of, or a  receiver  shall be
appointed  of, any  substantial  part of the property of any of the Obligors and
said action is not discharged within sixty (60) days.

          6. Remedies on Default.

          Upon the occurrence of any one or more of the aforementioned events of
default or at any time  thereafter,  the Bank may,  without  notice to or demand
upon the undersigned,  declare any or all of the Obligations immediately due and
payable and the Bank shall have the following rights and remedies in addition to
all rights and remedies of a secured party under the Uniform  Commercial Code or
other applicable  statute or rule, in any  jurisdiction in which  enforcement is
sought, all such rights and remedies being cumulative and not exclusive:

          (a) Collateral.  The Bank may, at any time and from time to time, with
or without  process of law and with or without the aid and assistance of others,
enter upon any  premises  in which the  Collateral  or any part  thereof  may be
located  and,  without  resistance  or  interference  by the  undersigned,  take
possession  of  the  Collateral;  and/or  dispose  of all  or  any  part  of the
Collateral on any premises of the undersigned; and/or require the undersigned to
assemble and make available to the Bank all or any part of the Collateral at any
place and time designated by the Bank which is reasonably convenient to the Bank

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and the  undersigned;  and/or remove all or any part of the Collateral  from any
premises on which any part  thereof may be located for the purpose of  effecting
preservation or sale or other disposition thereof;  and/or sell, resell,  lease,
assign and deliver,  or otherwise dispose of, the Collateral or any part thereof
in its existing condition or following any commercially  reasonable  preparation
or processing,  at public or private proceedings,  in one or more parcels at the
same or different  times with or without  having the  Collateral at the place of
sale or other  disposition for cash, upon credit or for future delivery,  and in
connection  therewith  the Bank may grant  options,  at such place or places and
time or times and to such persons, firms or corporations as the Bank deems best,
and  without  demand  for  performance  or any  notice or  advertisement  to the
undersigned  of the place and time of any  public  sale or of the place and time
after which any private sale or other  disposition may be made, and/or liquidate
or  dispose of the  Collateral  or any part  thereof  in any other  commercially
reasonable manner.

          If any of the Collateral is sold by the Bank upon credit or for future
delivery,  the Bank shall not be liable  for the  failure  of the  purchaser  to
purchase or pay for the same and, in the event of any such failure, the Bank may
resell such  Collateral.  The undersigned  hereby waives all equity and right of
redemption.  The Bank may buy any part or all of the  Collateral  at any  public
sale and if any part of all of the  Collateral is of a type which is the subject
of widely  distributed  standard  price  quotations  the Bank may buy at private
sale, all free from any equity or right of redemption which is hereby waived and
released  by the  undersigned,  and the  Bank  may  make  payment  therefor  (by
endorsement  without  recourse) in notes of the  undersigned to the order of the
Bank in lieu of cash to the amount then due thereon which the undersigned hereby
agrees to accept.

          The Bank may apply the cash proceeds  actually  received from any sale
or other disposition to the reasonable expenses of retaking,  holding, preparing
for sale, selling, leasing and the like, to reasonable attorney's fees (not less
than 15 percent of the outstanding  Obligations  where permitted by law) if this
Agreement or any of the Obligations is referred to an attorney for  enforcement,
to all  legal  expenses,  court  costs,  collection  charges,  travel  and other
expenses  which  may be  incurred  by the  Bank in  attempting  to  collect  the
Obligations or to enforce this Agreement and realize upon the Collateral,  or in
the  prosecution  or defense of any action or proceeding  related to the subject
matter of this  Agreement;  and then to the  Obligations in such order and as to
principal or interest as the Bank may in its sole discretion determine;  and the
undersigned shall at all times be and remain liable and, after crediting the net
proceeds of sale or other disposition as aforesaid,  will pay the Bank on demand
any  deficiency  remaining,  including  interest  thereon and the balance of any
expenses at any time  unpaid,  with any  surplus to be paid to the  undersigned,
subject to any duty of the Bank imposed by law to the holder of any  subordinate
security interest in the Collateral known to the Bank.

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          (b) Bank deposits,  balances,  etc. The Bank may appropriate,  set off
and  apply  for  the  payment  of any or all of the  Obligations,  any  and  all
balances,  sums,  property,  claims,  credits,  deposits,   accounts,  reserves,
collections,  drafts,  notes, or other items or proceeds of the Collateral in or
coming into the  possession  of the Bank or its agents and belonging or owing to
the undersigned,  without notice to the  undersigned,  and in such manner as the
Bank may in its sole discretion determine.

          (c) Proceeds.  Any of the proceeds of the  Collateral  received by the
undersigned shall not be commingled with other property of the undersigned,  but
shall  be  segregated,  held by the  undersigned  in  trust  for the Bank as the
exclusive property of the Bank, and the undersigned will immediately  deliver to
the Bank the identical checks,  moneys or other proceeds of Collateral received,
and the Bank shall have the right to endorse the name of the  undersigned on any
and all checks, or other forms of remittance received, where such endorsement is
required to effect collection.  The undersigned  hereby designates,  constitutes
and appoints the Bank and any designee or agent of the Bank as  attorney-in-fact
of the undersigned,  irrevocably and with power of substitution,  with authority
to receive, open and dispose of all mail addressed to the undersigned, to notify
the Post Office authorities to change the address for delivery of mail addressed
to the  undersigned,  to such address as the Bank may designate;  to endorse the
name of the undersigned on any notes, acceptances,  checks, drafts, money orders
or other  evidences of payment or proceeds of the Collateral  that may come into
the Bank's  possession;  to sign the name of the  undersigned  on any  invoices,
documents,  drafts  against  account  debtors of the  undersigned,  assignments,
requests for verification of accounts and notices to debtors of the undersigned;
to execute any endorsements,  assignments, or other instruments of conveyance or
transfer;  and to do all other acts and things  necessary  and  advisable in the
sole discretion of the Bank to carry out and enforce this Agreement. All acts of
said  attorney or  designee  shall not be liable for any acts of  commission  or
omission nor for any error of judgment or mistake of fact or law.  This power of
attorney  being  coupled  with  an  interest  is  irrevocable  while  any of the
Obligations shall remain unpaid.

          7. Liability Disclaimer.

          Under no  circumstances  whatsoever shall the Bank be deemed to assume
any  responsibility for or obligation or duty with respect to any part or all of
the Collateral,  of any nature or kind whatsoever,  or any matter or proceedings
arising out of or relating  thereto.  The Bank shall not be required to take any
action  of any kind to  collect  or  protect  any  interest  in the  Collateral,
including  but not  limited  to any  action  necessary  to  preserve  its or the
undersigned's  rights against prior parties to any of the  Collateral.  The Bank
shall not be  liable  or  responsible  in any way for the  safekeeping,  care or
custody of any of the Collateral,  or for any loss or damage thereto, or for any
diminution  in the  value  thereof,  or for any act or  default  of any agent or
bailee of the Bank or the undersigned,  or of any carrier,  forwarding agency or

<PAGE>

other person  whomsoever,  or for the  collection of any proceeds,  but the same
shall be at the  undersigned's  sole risk at all times.  The undersigned  hereby
releases  the Bank from any  claims,  causes of action  and  demands at any time
arising out of or with  respect to this  Agreement or the  Obligations,  and any
actions taken or omitted to be taken by the Bank with respect  thereto,  and the
undersigned agrees to defend and hold the Bank harmless from and with respect to
any and all such claims, causes of action and demands. The Bank's prior recourse
to any part of all of the  Collateral  shall not  constitute  a condition of any
demand for payment of the Obligations or of any suit or other proceeding for the
collection of the Obligations.

          8. Nonwaiver.

          No failure or delay on the part of the Bank in  exercising  any of its
rights and remedies  hereunder or otherwise  shall  constitute a waiver thereof,
and no single or partial  waiver by the Bank of any  default  or other  right or
remedy which it may have shall operate as a waiver of any other  default,  right
or remedy or of the same default, right or remedy on a future occasion.

          9. Waivers by Debtor.

          The  undersigned  hereby  waives  presentment,  notice of dishonor and
protest of all  instruments  included in or evidencing any of the Obligations or
the Collateral and any and all other notices and demands  whatsoever  (except as
expressly  provided herein) whether or not relating to such instruments.  In the
event of any litigation at any time arising with respect to any matter connected
with this Agreement or the Obligations,  the undersigned hereby waives the right
to a trial by jury  and the  undersigned  hereby  waives  any and all  defenses,
rights of setoff and rights to interpose counterclaims of any nature.

          10. Modification.

          No provision hereof shall be modified,  altered or limited except by a
written instrument expressly referring to this Agreement and to the provision so
modified or limited, and executed by the party to be charged.

          11. Authorization.

          The  execution and delivery of this  Agreement has been  authorized by
the Board of Directors of the  undersigned  and by any necessary vote or consent
of stockholders of the undersigned.

<PAGE>

          12. Binding Effect.

          This Agreement and all Obligations of the undersigned  hereunder shall
be  binding  upon the  successors  or  assigns  of the  undersigned,  and shall,
together  with the  rights  and  remedies  of the Bank  hereunder,  inure to the
benefit of the Bank and its successors, endorsees and assigns.

          13. Severability.

          If any term of this Agreement shall be held to be invalid,  illegal or
unenforceable,  the  validity  of all  other  terms  hereof  shall  in no way be
affected thereby.

<PAGE>

          IN WITNESS  WHEREOF,  the  undersigned  has  executed  or caused  this
Agreement to be executed in the State of New York as of April 30, 1998.


                                          LOGIMETRICS, INC.


                                          By:/s/Norman Phipps
                                             __________________________
                                             Norman Phipps
                                             President



          The chief  place of  business,  the  location of the books and records
pertaining to the Collateral and the location of the Collateral of  LogiMetrics,
Inc.  is 50  Orville  Drive,  Bohemia,  New York  11716  and 20  Meridian  Road,
Eatontown, New Jersey 07724.