EXHIBIT 10.7

                     AMENDED AND RESTATED SECURITY AGREEMENT


     AMENDED AND RESTATED SECURITY AGREEMENT ("Agreement"), dated March 7, 1996,
as amended and restated as of July 29, 1997, among LOGIMETRICS, INC., a Delaware
corporation  ("Borrower"),  and  CERBERUS  PARTNERS,  L.P.,  a Delaware  limited
partnership  ("Cerberus"),  as Agent (in such capacity,  the "Agent") for itself
and any other persons who become  Holders (as defined  below) of any  Debentures
(as defined below).

                                  INTRODUCTION

     The  Borrower  has  previously  issued a series of 12%  Convertible  Senior
Subordinated  Debentures  due  1998  (collectively,  the "Old  Debentures").  As
required under the Old Debentures, the obligations of the Borrower to the holder
of the Old  Debentures  were  secured by liens  against  assets of the  Borrower
pursuant to this Agreement.

     In  connection  with  certain  waivers  granted  by the  holder  of the Old
Debentures,   the  Borrower  issued  to  such  holder  certain   interest  notes
(collectively,  the "Old  Interest  Notes")  which  also were  secured  by liens
against assets of the Borrower pursuant to this Agreement.

     The Borrower  intends to issue (i) up to $3,583,333 in aggregate  principal
amount of its Class A 13% Convertible Senior Subordinated Pay-in-Kind Debentures
due 1999 (the "Class A  Debentures"),  (ii)  $1,500,000  in aggregate  principal
amount of its Amended and Restated Class B 13% Convertible  Senior  Subordinated
Pay-in-Kind  Debentures due 1999 (the "Class B Debentures")  in exchange for the
surrender of the Old Debentures, and (iii) $45,000 in aggregate principal amount
of its 13% Senior Subordinated Interest Notes (the "Interest Notes") in exchange
for the surrender of the Old Interest Notes.

     Pursuant to the terms of the Class A  Debentures,  in lieu of cash interest
otherwise payable thereon,  the Company will issue to the holders of the Class A
Debentures  additional  Class  A  Debentures  (the  "Class  A  Accrued  Interest
Debentures").  Pursuant to the terms of the Class B Debentures,  in lieu of cash
interest otherwise payable thereon, the Company will issue to the holders of the
Class B Debentures  additional Class B Debentures (the "Class B Accrued Interest
Debentures").

     Pursuant to the terms of the Class A  Debentures,  the Class B  Debentures,
the Class A Accrued Interest Debentures, the Class B Accrued Interest Debentures
and  the  Interest   Notes  (each,   a  "Debenture"   and,   collectively,   the
"Debentures"),  the  obligations of the Company to the Holders of the Debentures
are to be secured by liens on assets of the  Company.  Accordingly,  the Company
and  Cerberus  hereby  agree to amend and  restate  this  Agreement  as provided
herein.

     NOW,  THEREFORE,  in consideration of the above premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties to this Agreement agree as follows:

<PAGE>

     1. Definitions.

        1.1  Defined  Terms.  Capitalized  terms  in this  Agreement  shall be
defined as follows (and as defined elsewhere in this Agreement):

        "Agent"  means  Cerberus  as agent for  the  Holders  pursuant  to  this
Agreement,  or such other Person as shall have been subsequently  appointed as a
successor agent pursuant to this Agreement.

        "Collateral"  means  all  personal  property  and  fixtures in which the
Borrower has or shall have an interest,  now or hereafter  existing,  created or
acquired,  and  wherever  located,  tangible or  intangible,  including  but not
limited to all present and hereafter existing or acquired  "accounts",  "general
intangibles",   "equipment",  "goods",  "inventory"  (including  raw  materials,
components,  work-in  process,  finished  merchandise  and packing and  shipping
materials),  "chattel paper",  "documents" and "instruments" (as those terms are
defined  in the UCC),  and money,  documents,  securities,  deposits,  books and
records  pertaining  to  intangible  Collateral  regardless of the form in which
records are  maintained,  patents  and patent  rights,  trademarks,  copyrights,
credits,  claims and demands against the Agent or any Holder,  and all proceeds,
products, returns, additions,  accessions and substitutions of and to any of the
foregoing.

     "Class A Holders" means the Holders of the Class A Debentures.

     "Class A Majority  Holders"  means the  Holders  of at least a majority  in
aggregate  principal  amount  of the  Class A  Debentures  and  Class A  Accrued
Interest Debentures,  taken as a whole, outstanding at the time of determination
of such majority.

     "Class B Holders" means the Holders of the Class B Debentures.

     "Class B Majority  Holders"  means the  Holders  of at least a majority  in
aggregate  principal amount of the Class B Debentures,  Class B Accrued Interest
Debentures  and Interest  Notes,  taken as a whole,  outstanding  at the time of
determination of such majority.

     "Holder" shall mean any registered holder of a Debenture.

     "Loan  Documents"  means  the  Debentures,  this  Agreement  and any  other
agreement, assignment or document executed in connection with the Debentures.

     "Obligations"  means  all  indebtedness,   obligations,   liabilities,  and
guarantees  of any kind of the  Borrower  to the  Agent or any  Holders  arising
under, or in connection  with, any of the Debentures or any other Loan Document,
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 including, without

<PAGE>

limitation,   all  principal,   interest,   expenses,  other  sums,  duties  and
obligations owing from time to time under the Debentures.

     "Senior Debt" is defined in the Debentures.

     "Senior  Lender" means North Fork Bank and any successor  lender  permitted
under the Debentures.

     "UCC"  means the Uniform  Commercial  Code as in effect in the State of New
York from time to time.

     1.2 Rules of Construction. In this Agreement, unless specified otherwise:

          a. "Any" means "any one or more"; "including" means "including without
     limitation"; "or" means "and/or".

          b. Singular words include plural, and vice versa.

          c. Headings are for convenience only, and do not affect the meaning of
     any provision;

          d.  Reference to an  agreement  includes  reference  to its  permitted
     supplements, restatements, amendments and other modifications.

          e.  Reference  to  a  law  includes  reference  to  any  amendment  or
     modification of the law and to any rules or regulations issued thereunder.

          f.  Reference  to  a  person  includes   reference  to  its  permitted
     successors and assigns in the applicable capacity.

          g. Reference to a Section, Exhibit, or Schedule signifies reference to
     a Section,  Exhibit,  or  Schedule  of this  Agreement,  unless the context
     clearly indicates otherwise.

          h. "Hereunder," "hereto," "hereof," "herein," and like words, refer to
     the whole of this Agreement rather than to a particular part hereof, unless
     the context clearly indicates otherwise.

     1.3 No Strict Construction. The parties acknowledge that this Agreement and
the other Loan Documents have been prepared  jointly,  and shall not be strictly
construed against any party.

     2. Grant of Security Interest.

<PAGE>
        The  Borrower hereby grants to the Agent,  for its benefit and the equal
and  ratable  benefit of the  Holders,  a valid and  binding  security  interest
(subject to that pre-existing  first security interest in the Collateral held by
the Senior Lender) in, and assigns and pledges to the Agent, for its benefit and
the benefit of the Holders,  the  Collateral  as security for the full  payment,
performance,  and  observance by the Borrower of the  Obligations.  The Borrower
hereby  agrees to  transfer  and deliver to the Agent all  Collateral  which the
Agent is  required or  entitled  to take  possession  of in order to perfect the
security interests, assignments and pledges therein.

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

         (a) Collateral location and use. The Borrower's chief executive offices
and  place  of  business,  its  financial  books  and  records  relating  to the
Collateral, and the Collateral, are located at its address for notices contained
in Section 15 of this  Agreement.  The  Borrower  will not  relocate  any of the
Collateral from said location  without the proper written consent of the Class A
Majority Holders and the Class B Majority Holders. The Collateral was or will be
acquired by the Borrower  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.  The Borrower
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 Agent,  except for (i) the
sale from time to time in the  ordinary  course of business  of the  Borrower of
such items of Collateral as may constitute all or part of the business inventory
of the Borrower,  (ii) the security  interests granted herein (iii) that certain
senior security  interest granted by the Borrower to the Senior Lender to secure
the Senior Debt in an amount not to exceed  $3,000,000  and (iv) any other liens
expressly permitted under section 7(c)(ii) of the Debentures.

         (c) Taxes,  compliance with laws. The Borrower 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 Agent, on demand,  appropriate  certificates
attesting  to the timely  payment or deposit of all such taxes,  assessments  or
contributions.  The Borrower 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 Borrower will
keep the Collateral in proper order, repair, and condition.

         (d) Inspection.  The Agent (and its designees)  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  Borrower  (and the  right to make  extracts  from such
records),  and the  Borrower  shall  deliver to the Agent the  originals or true
copies of such papers and  instruments  relating to any or all of the Collateral
as the Agent, may request at any time.

<PAGE>

         (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 Borrower will obtain and deliver to the Agent such
instruments  as may be requested by the Agent  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 Agent (as agent and the Holders) all right to distrain or
levy upon the  Collateral  for rent due or to become due from the Borrower,  and
authorizes  the Agent  (and its  designees)  to enter upon any  premises  of the
Borrower at any time and to remove the Collateral.

         (f) Insurance.  The Borrower,  at its own cost and expense, will insure
the  Collateral  in the name of the Agent (as agent  for the  Holders)  and,  if
required under the documents  evidencing the Senior Debt, the Senior Lender,  as
their  respective  interests  may  appear,  against  loss or  damage by fire and
extended  coverage,  theft,  burglary,  pilferage,  bodily injury and such other
risks as the Agent may require, with such companies and in such amounts, but not
less than the replacement  value of tangible  collateral,  as may be required by
the Agent at any time in its sole  discretion.  All such policies shall (a) name
the Agent (as  agent for the  Holders)  and,  if  required  under the  documents
evidencing  the Senior Debt, the Senior Lender as the sole loss payees as to any
casualty  insurance and provide that no claim for loss or damage may be settled,
adjusted or  comprised  without the prior  written  consent of the Agent and (b)
name the Agent (as agent for the Holders) as an  "additional  insured" as to any
liability  insurance.  All such  policies  shall  further  provide  for 30 days'
minimum written notice of  modification  or cancellation to the Agent,  together
with duplicate  premium notices to the Agent,  and the Borrower shall deliver to
the Agent the original or duplicate policies,  or certificates or other evidence
satisfactory  to  the  Agent,   of  compliance  with  the  foregoing   insurance
provisions.  The Borrower 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 Agent and
the Holders (and their respective officers,  directors,  employees,  and agents)
harmless from any and all claim, loss or damage to persons or property caused by
the  Collateral  or by its use and  operation.  The Agent may,  but shall not be
obligated,  to pay any  premium  with  respect to any such  insurance  which the
Borrower shall fail to timely pay.

         (g)  Maintain  security  interests,  reports.  In addition to all other
provisions  hereof,  the Borrower  will from time to time at the sole expense of
the Borrower, perform any and all steps and/or procedures requested by the Agent
at any time to perfect and  maintain  the Agent's  (and the  Holders')  security
interest in the Collateral,  including but not limited to transferring  any part
or all of the  Collateral  to the Agent or any  nominee  of the Agent  including
delivering  the  collateral  to  warehouses,   placing  and  maintaining  signs,
appointing custodians,  executing and filing financing statements and notices of
lien,  delivering to the Agent documents of title representing the Collateral or
evidencing the Agent's security  interest in any other manner  acceptable to and
requested by the Agent.  If requested by the Agent,  the Borrower will from time
to time  execute  and  deliver  to the Agent  assignments  of  accounts  in form
satisfactory  to the  Agent,  but should  the  Borrower  fail in any one or more
instances to execute and deliver any such assignments of accounts,  such failure
shall not constitute a waiver or

<PAGE>

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 Agent,  the Borrower  shall  deliver to the Agent
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 Borrower in respect of
the accounts,  together with assignments of any of the foregoing where requested
by the Agent.

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

         (h) Further  documentation.  The Borrower  shall,  at its sole cost and
expense,  simultaneously herewith and upon the request of the Agent, at any time
and from time to time,  execute and  deliver to the Agent one or more  financing
statements  pursuant to the UCC, and any other papers,  documents or instruments
required by the Agent in connection herewith. The Borrower hereby authorizes the
Agent to execute and file,  at any time and from time to time,  on behalf of the
Borrower,  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
Agent, the Class A Majority Holders or the Class B Majority Holders, pursuant to
the law of the State of New York,  although the same may have been executed only
by the Agent as secured party. The Borrower also irrevocably appoints the Agent,
its  agents,   representatives  and  designees,  as  the  Borrower's  agent  and
attorney-in-fact,  to  execute  and file,  from  time to time,  on behalf of the
Borrower,  one or more financing  statements  with respect to all or any part of
the Collateral,  and to take such other steps as the Agent, the Class A Majority
Holders or the Class B Majority  Holders  reasonably  determine are necessary or
desirable to perfect its or the Holders'  liens in any  Collateral  and exercise
their rights and remedies  under this  Agreement  and the other Loan  Documents,
including  any filings  deemed  necessary or  advisable  under  federal  patent,
trademark or copyright laws.

         (i) Bona fide  accounts.  The  Borrower  warrants  to the Agent and the
Holders  that each of the  account  debtors  obligated  on any account has legal
capacity  to  contract  and is  indebted  to the  Borrower  in the  full  amount
indicated  in the books  and  records  of the  Borrower  and in any  assignments
executed and delivered to the Agent; that each account is bona

<PAGE>

fide  and  arises  out of the  sale  and  delivery  of  merchandise  and/or  the
performance of labor or services.

         (j)  Collection of accounts.  Upon and  following the  occurrence of an
event of default as hereinafter  defined,  all bills and statements  sent to any
customer or any account  shall state that said account has been  assigned to the
Agent (as agent for the Holders) and is to be paid directly to the Agent at such
address  as the Agent may  designate.  The  Agent  may  endorse  the name of the
Borrower  on  all  notes,  checks,  drafts,  bill  of  exchange,  money  orders,
commercial  paper of any kind  whatsoever,  and any other  document  or  general
intangible  received in payment of or in connection  with accounts or otherwise,
and the  Agent  or any  officer  or  employee  thereof,  is  hereby  irrevocably
constituted  and appointed the agent and  attorney-in-fact  for the Borrower for
the foregoing purpose, and to receive, open and dispose of all mail addressed to
the Borrower,  and to notify the Post Office  authorities  to change the address
for the delivery of mail  addressed to the Borrower to such  address(es)  as the
Agent may designate.  Any bank or trust company is hereby irrevocably authorized
to permit the Agent 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 Agent of the monies so withdrawn.  The proceeds of accounts,
received  by the  Agent,  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 Agent.  From and
after the  occurrence  of an event of  default,  any  proceeds  of an account or
general intangible received by the Borrower shall be held in trust and paid over
to the Agent in the exact form received, duly endorsed to the order of the Agent
if payable to the Borrower.

         (k)  Settlement of accounts.  The Agent 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 Agent may determine, and to accept the return
of goods represented by any of the Collateral,  all without notice to or consent
by the Borrower and without  discharging  or affecting  the  obligations  of the
Borrower hereunder.

         (l) Payment of debtor's  obligations,  reimbursement.  The Agent may in
its discretion or at the direction of either the Class A Majority Holders or the
Class B Majority  Holders (but the Agent shall have no  obligation  to), for the
account  and expense of the  Borrower  (i) pay any amount or do any act which is
required to be paid or done by the Borrower under this Agreement  (including but
not limited to the repair and insuring of  Collateral  and payment of taxes) and
which the Borrower fails to do or pay as herein required,  (ii) pay any sums due
and owing by the Borrower to the landlord 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 Agent  (or any  Holders)  which
covers or affects the Collateral or any part thereof. The Borrower will promptly
reimburse and pay the Agent (or any Holders) for any and all sums, costs,  fees,
and  expenses  which the Agent  (or any  Holders)  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

<PAGE>

proceeds thereof or for the care of the Collateral,  by litigation or otherwise,
and with respect to either the  Borrower,  account  debtors,  guarantors  of the
Borrower  and other  persons,  including  but not  limited  to all court  costs,
collection  charges,  travel, and reasonable  attorneys' fees and all reasonable
expenses  (including  reasonable  counsel fees)  incident to the  enforcement of
payment of any obligations of the Borrower 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 Agent (or any Holders) pursuant to the
foregoing  provisions,  together  with  interest  thereon at any default rate in
effect  under  the  Debentures,  shall  be  added  to  and  become  part  of the
Obligations secured hereby.

         (m) Comply with  Debentures.  The Borrower  shall comply with all terms
and conditions of the Debentures and all other Loan Documents.

     4. Transfer of Collateral.

        Upon  and following the occurrence of an event of default as hereinafter
defined,  the Agent may, at the direction of either the Class A Majority Holders
or the Class B Majority  Holders,  whether or not any of the Obligations be due,
in its name or in the name of the  Borrower  or  otherwise,  notify any  account
debtor or the obligor on any  instrument  to make payment to the Agent,  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 Agent with respect to, any of the Collateral,
but shall be under no  obligation  to do so,  and/or  the  Agent,  acting at the
direction of the Class A Majority Holders and the Class B Majority Holders,  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
Borrower.  If at any  time  any  Holder  should  transfer  its  interest  in any
Debentures, or the Agent should resign and that resignation becomes effective as
permitted  under this  Agreement,  that Holder or the Agent, as the case may be,
shall be fully discharged from all  responsibility  to the Borrower with respect
to its interest in the Collateral.

     5. Defaults.

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

         (a) any "Event of Default"  shall occur and be continuing  under any of
the Debentures or any other Loan Document;

         (b) if at any time the Class A Majority Holders or the Class B Majority
Holders  consider  the  Collateral  or  any  part  thereof   unsatisfactory   or
insufficient,  and the Borrower shall on demand fail to furnish other Collateral
or make payment on account,  satisfactory  to both the Class A Majority  Holders
and the Class B Majority Holders;

<PAGE> 
      
         (c) if any warranty, representation or statement of fact made herein or
furnished  to the  Agent  (or any  Holders)  at any time by or on  behalf of the
Borrower  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; or

         (e) if the  Borrower  fails to observe or perform any of its  covenants
contained  herein,  and such failure  continues for 30 days after receipt by the
Borrower of notice thereof; or

         (f) if the  Borrower  shall  execute  or file a  certificate  or  other
instrument evidencing the legal change of name of the Borrower or commence using
a tradename or change the address of its chief executive  offices or any address
where any  Collateral  is located or books and  records are  maintained  without
furnishing the Agent at least 15 business days' prior written notice thereof..

     6.  Remedies on Default.

         Upon  the occurrence of an event of default  relating to the bankruptcy
or insolvency of the Borrower shall occur, all Obligations shall  automatically,
without notice or demand, be immediately due and payable; upon the occurrence of
any other  event of default  or at any time  thereafter,  the Agent may,  at the
direction of either the Class A Majority Holders or the Class B Majority Holders
without notice to or demand upon the Borrower,  declare the Obligations  owed to
the Class A Holders or the Class B Holders,  as applicable,  immediately due and
payable and the Agent (for the benefit of the Holders)  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 and all other rights and remedies
under any other Loan  Document or other  agreement  involving  any Agent and the
Borrower,  all such rights and remedies being cumulative and not exclusive,  and
exercisable in any order and in any combination, at the direction of the Class A
Majority Holders or the Class B Majority Holders:

              (a) The Agent may institute proceedings to collect all Obligations
from the Borrower or anyone else who may be  responsible  for the payment of any
Obligations.

              (b) The  Agent  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 Borrower, take possession
of the  Collateral;  and/or  dispose of all or any part of the Collateral on any
premises  of the  Borrower;  and/or  require the  Borrower to assemble  and make
available to the Agent all or any part of the  Collateral  at any place and time
designated  by the Agent  which is  reasonably  convenient  to the Agent and the
Borrower;  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

<PAGE>

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 Agent may grant  options,  at such place or places and
time or times and to such  persons,  firms or  corporations  as the Agent  deems
best, and without demand for performance or any notice or  advertisement  to the
Borrower 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 Agent upon credit or for
future delivery,  the Agent 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 Agent
may resell such  Collateral.  The Borrower hereby waives all equity and right of
redemption.  The Agent 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 Agent may buy at private
sale, all free from any equity or right of redemption which is hereby waived and
released  by  the  Borrower,  and  the  Agent  may  make  payment  therefor  (by
endorsement without recourse) in notes of the Borrower to the order of the Agent
in lieu of cash to the amount then due thereon which the Borrower  hereby agrees
to accept.

              (c) The Agent (and any Holder acting at the direction of the Class
A Majority Holders or the Class B Majority Holders) may appropriate, set off and
apply for the payment of any or all of the  Obligations  for the ratable benefit
of the Holders, 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 Agent or its agents and
belonging or owing to the Borrower,  without notice to the Borrower, and in such
manner as the Agent may in its sole discretion determine.

              (d) Collect  accounts  receivable  and any other sums owing to the
Borrower  directly,  or  through  an  agent or  designee,  or in the name of the
Borrower.

              (e) Any of the proceeds of the Collateral received by the Borrower
shall not be  commingled  with  other  property  of the  Borrower,  but shall be
segregated,  held by the  Borrower  in trust  for the  Agent  (as  agent for the
Holders) as the exclusive property of the Agent (as agent for the Holders),  and
the Borrower will immediately deliver to the Agent the identical checks,  moneys
or other proceeds of Collateral received,  and the Agent shall have the right to
endorse  the name of the  Borrower  on any and all  checks,  or  other  forms of
remittance  received,  where such endorsement is required to effect  collection.
The  Borrower  hereby  designates,  constitutes  and  appoints the Agent and any
designee or agent of the Agent as attorney-in-fact of the Borrower,  irrevocably
and with power of substitution,  with authority to receive,  open and dispose of
all mail  addressed to the Borrower,  to notify the Post Office  authorities  to
change the  address for  delivery of mail  addressed  to the  Borrower,  to such
address as the Agent may  designate;  to endorse the name of the Borrower on any
notes,  acceptances,  checks, drafts, money 

<PAGE>

orders or other evidences of payment or proceeds of the Collateral that may come
into the Agent's  possession;  to sign the name of the Borrower on any invoices,
documents, drafts against account debtors of the Borrower, assignments, requests
for verification of accounts and notices to debtors of the Borrower;  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 Agent 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 Agent or any  Holder 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 Agent (and the
Holders)  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 their,  or the Borrower's  rights against prior parties to
any of the  Collateral.  The  Agent  (and the  Holders)  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 Agent or
the Borrower,  or of any carrier,  forwarding agency or other person whomsoever,
or for the  collection of any proceeds,  but the same shall be at the Borrower's
sole risk at all times.  The Borrower  hereby releases the Agent and the Holders
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 Agent or any Holders with respect  thereto,  and the Borrower
agrees to  defend  and hold the Agent  and the  Holders  harmless  from and with
respect to any and all such claims,  causes of action and  demands.  The Agent's
and the Holder'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.  This provision
is not intended to limit the Agent's  responsibility  to the Holders as provided
in Section 9.

     8.  Application  of  Proceeds.  Upon   the  occurrence   and   during   the
continuance  of an event or default (as  described  above),  the proceeds of any
sale of, or other  realization  upon, all or any part of the Collateral shall be
applied by the Agent in the following order of priorities, (subject to the prior
right, if any, of the holders of the Senior Debt to those proceeds):

               first,  to payment of the  reasonable  out-of-pocket  expenses of
          such sale or other realization,  including reasonable  compensation to
          agents and counsel  for the Agent,  and all  reasonable  out-of-pocket
          expenses,  liabilities  and advances  incurred or made by the Agent in
          connection  therewith,  and any other unreimbursed  expenses for which
          the  Agent  or  any  Holder  is  to  be  reimbursed  pursuant  to  the
          Debentures,  this Agreement or any  corresponding  provision of any of
          the other Loan Documents;

<PAGE>

               second,  to the ratable  payment of accrued  but unpaid  interest
          (including post-petition interest) and fees constituting Obligations;

               third,  to  the  ratable  payment  of  unpaid  principal  of  the
          Obligations;

               fourth,  to the ratable payment of all other  Obligations,  until
          all such Secured Obligations shall have been paid in full; and

               finally,  to payment to the  Borrower or as a court of  competent
          jurisdiction  may direct,  of any  surplus  then  remaining  from such
          proceeds.

The Agent may make  distributions  hereunder in cash or in kind or, on a ratable
basis, in any combination thereof.

    9.  The Agent.

        9.1 Actions.  Unless  a specific  provision of this  Agreement  provides
that the Agent shall act only upon written  directions  or  instructions  from a
specific  percentage  thereof,  the Agent  shall be deemed to be  authorized  on
behalf of each Holder to act on behalf of such Holder under this  Agreement  and
any other Loan  Document and, in the absence of written  instructions  from both
the Class A Majority Holders and the Class B Majority Holders received from time
to time by the Agent  (with  respect  to which the  Agent  agrees  that it will,
subject  to the last two  sentences  of this  section  9.1,  comply,  except  as
otherwise  advised by counsel,  to exercise such powers hereunder and thereunder
as are  specifically  delegated  to or required of the Agent by the terms hereof
and thereof,  together with such powers as may be reasonably incidental thereto.
The Agent shall have no duty to  ascertain or inquire as to the  performance  or
observance  of any of the terms of this  Agreement or any other Loan Document by
the Borrower. By accepting their Debentures, each Holder shall be deemed to have
agreed to indemnify the Agent (which  agreement shall survive any termination of
such  Holder's   percentage),   from  and  against  any  and  all   liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements of any kind or nature whatsoever which may at any time
be imposed on, incurred by, or asserted against the Agent in any way relating to
or arising out of this  Agreement,  the  Debentures or any other Loan  Document,
including  the  reimbursement  of  the  Agent  for  all  out-of-pocket  expenses
(including  attorneys'  fees)  incurred by the Agent  hereunder or in connection
herewith or in enforcing the Obligations of the Borrower under this Agreement or
any other Loan Document, in all cases as to which the Agent is not reimbursed by
the  Borrower;  provided  that no Holder  shall be liable for the payment of any
portion of such liabilities,  obligations,  losses, damages, penalties, actions,
judgments,  suits,  costs,  expenses or  disbursements  determined by a court of
competent  jurisdiction  in a final  proceeding to have resulted solely from the
Agent's gross negligence or willful misconduct.  The Agent shall not be required
to take any action  hereunder or under any other Loan Document,  or to prosecute
or defend  any suit in  respect of this  Agreement  or any other Loan  Document,
unless the Agent is indemnified to its  reasonable  satisfaction  by the Holders
against loss,  costs,  liability  and expense.  If any indemnity in favor of the
Agent shall become impaired,  it may call for additional  indemnity and cease to
do the acts indemnified against until such additional indemnity is given.

<PAGE>

          In the event that the Agent  following  the  occurrence of an event of
default hereunder receives instructions from either the Class A Majority Holders
or the  Class B  Majority  Holders,  as the case may be,  to take any  action to
foreclose on or otherwise realize on the Collateral,  the other Majority Holders
shall  not  give  any  contrary  instruction  to the  Agent  and,  if  any  such
instruction is given, it shall have no force and effect.

         9.2 Exculpation.  Neither the Agent nor any of its directors, officers,
partners, employees or agents shall be liable to any Holder for any action taken
or omitted to be taken by it under this Agreement, the Debentures,  or any other
Loan  Document,  or in  connection  herewith  or  therewith,  except for its own
willful  misconduct or gross  negligence.  The Agent shall not be responsible to
any Holder for any recitals, statements, representations or warranties herein or
in any certificate or other document delivered in connection herewith or for the
authorization, execution, effectiveness,  genuineness, validity, enforceability,
perfection,  collectibility,  or sufficiency of any of the Loan  Documents,  the
financial  condition  of the  Borrower or the  condition  or value of any of the
Collateral, or be required to make any inquiry concerning either the performance
or observance  of any of the terms,  provisions or conditions of any of the Loan
Documents,  the financial condition of the Borrower or the existence or possible
existence  of any  default or event of  default.  The Agent shall be entitled to
rely upon  advice of  counsel  concerning  legal  matters  and upon any  notice,
consent,  certificate,  statement or writing which it believes to be genuine and
to have presented by a proper person.

         9.3 Resignation of Agent. The Agent may resign as such at any time upon
at least thirty (30) days' prior  notice to the  Borrower and all Holders,  such
resignation  not to be  effective  until a successor  Agent is in place.  If the
Agent at any time shall  resign,  the Class A Majority  Holders  and the Class B
Majority  Holders may jointly  appoint another Holder as a successor Agent which
shall thereupon become the Agent hereunder. If within 30 days after the retiring
Agent's  giving  notice of  resignation,  no successor  Agent shall have been so
appointed by the Class A Majority Holders and the Class B Majority Holders,  and
shall have accepted such appointment,  then the retiring Agent may, on behalf of
the Holders  appoint a  financial  institution  organized  under the laws of the
United   States  and  having  a  combined   capital  and  surplus  of  at  least
$500,000,000. Should the successor Agent be a financial institution that, in the
ordinary  course of its business,  serves as agent for lending  facilities,  the
Borrower  shall  pay that  successor  Agent's  reasonable  fees for  serving  as
successor Agent.  Upon the acceptance of any appointment as Agent hereunder by a
successor  Agent,  such  successor  Agent shall be entitled to receive  from the
retiring Agent such documents of transfer and assignment as such successor Agent
may reasonably  request,  and shall thereupon  succeed to and become vested with
all  rights,  powers,  privileges,  and duties of the  retiring  Agent,  and the
retiring Agent shall be discharged  from its duties and  obligations  under this
Agreement and the other Loan Documents.

         9.4 Replacement of Agent.  The Class A Majority Holders and the Class B
Majority  Holders  may at any time and for any reason  replace  the Agent with a
successor Agent jointly  selected by them, upon at least ten days written notice
to the Borrower and the other Holders. Should the successor Agent be a financial
institution  that, in the ordinary  course of its business,  serves as agent for
lending facilities, the Borrower shall pay that successor

<PAGE>

Agent's  reasonable  fees  serving  as an  agent.  Upon  the  acceptance  of any
appointment as Agent hereunder by a successor Agent,  such successor Agent shall
be entitled to receive from the terminated  Agent such documents of transfer and
assignment as such successor Agent may reasonably  request,  and shall thereupon
succeed to and become vested with all rights, powers,  privileges, and duties of
the retiring Agent, and the terminated Agent shall be discharged from its duties
and obligations under this Agreement and the other Loan Documents.

         9.5 Debentures Held by the Agent.  The Agent shall have the same rights
and powers with respect to the Debentures  held by it or any of its  affiliates,
as any  Holder  and may  exercise  the  same as if it were  not the  Agent.  The
Borrower hereby waives,  and each Holder shall be deemed to waive,  any right to
disqualify  any Holder  (including  Cerberus)  from  serving as the Agent or any
claim against that Holder for serving as Agent.

         9.6 Copies,  etc. The Agent shall give prompt  notice to each Holder of
each  notice or request  required or  permitted  to be given to the Agent by the
Borrower  pursuant to the terms of this Agreement.  The Agent will distribute to
each Holder each instrument and other Loan Document received for its account and
copies of all other  communications  received by the Agent from the Borrower for
distribution  to the Holders by the Agent in  accordance  with the terms of this
Agreement.  Notwithstanding  anything  herein  contained  to the  contrary,  all
notices to and  communications  with the Borrower  under this  Agreement and the
other Loan Documents shall be effected by the Holders through the Agent.

     10. Nonwaiver.

         No failure or delay on the part of the Agent in  exercising  any of its
rights and remedies  hereunder or otherwise  shall  constitute a waiver thereof,
and no single or partial  waiver by the Agent 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.

     11. Waivers by Borrower.

         The Borrower 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 Borrower hereby waives any and all
defenses,  rights of setoff and rights to interpose counterclaims of any nature.
The  Borrower  also  waives any right to assert that the Agent or any Holder has
the duty to marshal  any assets in favor of the  Borrower  or any other party or
against or in payment of any Obligations.

<PAGE>

     12. 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.

     13. Binding Effect.

         This Agreement and all  Obligations of the Borrower  hereunder shall be
binding upon the successors or assigns of the Borrower, and shall, together with
the rights and  remedies  of the Agent and the Holders  hereunder,  inure to the
benefit  of the  Agent  and the  Holders  and their  respective  successors  and
assigns.

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

     15. Notices.  All notices,  consents,  requests,  and other  communications
under  this  Agreement  shall be in  writing  and shall be  effective:  (a) upon
delivery by hand; (b) one day after being deposited with a recognized  overnight
delivery  service;  or (c) three days after being deposited in the United States
mail,  first-class,  postage  prepaid,  registered or certified,  return receipt
requested  in each case  addressed  to such party as  follows  (or to such other
address as  hereafter  may be  designated  in writing by such party to the other
party):

                  If to Borrower:

                           Logimetrics, Inc.
                           50 Orville Drive
                           Bohemia, NY  11716
                           Attn:  President

                  If to the Agent:

                           Cerberus Partners, L.P.
                           450 Park Avenue - 28th Floor
                           New York, NY  10022

<PAGE>

     16. 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.

     17. No Jury Trial.

         Each of  Borrower  and the Agent (for  itself and the  Holders)  hereby
waives any right to request a trial by jury in any  litigation  with  respect to
any aspect of this Agreement and  represents  that it has consulted with counsel
specifically with respect to this waiver.

                  [Remainder of page intentionally left blank]

<PAGE>


         IN WITNESS WHEREOF,  the Borrower and the Agent have executed or caused
this Agreement to be executed as of the date first written above.


                                              LOGIMETRICS, INC.



                                              By:  /s/Charles S. Brand
                                                   _________________________
                                                   Name:Charles S. Brand
                                                   Title:Chairman and Chief
                                                         Executive Officer


                                              CERBERUS PARTNERS, L.P., as Agent



                                              By:/s/Seth P. Plattus
                                                 ___________________________
                                                 Name: Seth P. Plattus,
                                                 Title:  Managing Director