EXHIBIT 10.3

                              RESTATED AND AMENDED
                           GENERAL SECURITY AGREEMENT

          The  within  is a  restatement  and  amendment  of that
          certain   Amended  and  Restated   Security   Agreement
          originally made between Logimetics, Inc. and Apple Bank
          for Savings dated May 19, 1992 and previously  assigned
          by Apple Bank for  Savings to North Fork Bank  pursuant
          to  an  Assignment  and  Assumption   Agreement   dated
          December  18,   1992;   said   agreement   having  been
          previously  restated and amended pursuant to a Restated
          and Amended General  Security  Agreement dated November
          18, 1993 and  February  22,  1995,  respectively  and a
          Further Restated and Amended General Security Agreement
          dated March 7, 1996.

          AGREEMENT  made  this ___ day of April,  1997 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.

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          2. Grant of Security Interest.

          In  consideration  of  the  loan  of  (a)  One  Million  Five  Hundred
Twenty-Four Thousand Nine Hundred Eighty-Nine ($1,524,989) Dollars pursuant to a
Restated and Amended  Revolving  Credit Note dated of even date herewith and (b)
$640,000.04  pursuant  to a Restated  and  Amended  Term Note dated of even date
herewith  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
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 or to be granted by the
undersigned  to (A) the  holder(s) of (i) the  Borrower's  twelve (12%)  percent
Convertible Senior Subordinated Debentures (the "Debentures") (B) Charles Brand,
and (C) MBF  Capital  Corp.  (or other  entity to  designated  in writing by MBF
Capital Corp.). 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 these 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

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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 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  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  

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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.

               (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  

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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.

               (1) 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
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.

<PAGE>

          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:

               (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;

<PAGE>

               (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 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,  

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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
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

<PAGE>

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.

               (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 

<PAGE>

of the Bank or the undersigned,  or of any carrier,  forwarding  agency or 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.

          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.

<PAGE>

          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.

          IN WITNESS  WHEREOF,  the  undersigned  has  executed  or caused  this
Agreement to be executed in the State of New York on April , 1997.


                                                       LOGIMETRICS, INC.


                                                          /s/Norman Phipps
                                                       By:______________________
                                                          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 121-03 Dupont  Street,  Plainview,  New York 11803 and 20 Meridian Road,
Eatontown, New Jersey 07724.