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                                  LOGIMETRICS, INC.

                                Stock Option Agreement
                               -----------------------


     Mr. Russell J. Reardon
     11 Old Quarry Road
     Cedar Grove, NJ  07009

     Dear Mr. Reardon:

              We are pleased to notify you that by the determination of the
     Board of Directors an option to purchase an aggregate of 250,000 shares of
     the Common Stock of LogiMetrics, Inc. (herein called the "Company") at an
     exercise price of $.50 per share has this 1st day of May, 1996 been
     granted to you.  This option may be exercised only upon the terms and
     conditions set forth below:

              1.      Purpose of Option.
                      -----------------

                      The purpose of this option is to further the growth and
     development of the Company by encouraging employees of the Company to
     obtain a proprietary interest in the Company through the ownership of
     stock, thereby providing such employees with an added incentive to
     continue in the employ and to promote the success of the Company, and
     affording the Company a means of attracting to its service employees of
     outstanding ability.

              2.      Acceptance of Option Agreement.
                      ------------------------------

                      Your execution of this option agreement will indicate
     your acceptance of and your willingness to be bound by its terms; it
     imposes no obligation upon you to purchase any of the shares subject to
     the option.  Your obligation to purchase shares can arise only upon your
     exercise of the option in the manner set forth in paragraph 4 hereof.

              3.      When Option May be Exercised.
                      ----------------------------

                      The option granted you hereunder may be exercised in
     whole or in part at any time and from time to time until the close of
     business on March 7, 2003.

              4.      Adjustment for Issue or Sale of Common Stock at Less Than
     Purchase Price.  In case, at any time or from time to time after the date
     hereof ("Issuance Date"), the Company shall issue or sell shares of its
     Common Stock (other than any Common Stock issuable upon (i) conversion of
     the Company's Amended and Restated 12% Convertible Subordinated Debentures
<PAGE>







     dated as of July 14, 1995 ("1995 Debentures"), (ii) exercise of those
     certain Amended and Restated Series A Warrants dated March 7, 1996 to
     purchase 600,000 shares of Common Stock ("Series A Warrants"), (iii)
     exercise by each of Murray H. Feigenbaum and Jerome Deutsch (the
     "Principals") of their right to purchase 100,000 shares of Common Stock at
     a price of $.10 per share ("Principals' Options"), (iv) exercise of those
     certain Amended and Restated Series B Warrants dated March 7, 1996 to
     purchase 1,500,000 shares of Common Stock ("Series B Warrants"), (v)
     conversion of the Company's 12% Convertible Senior Subordinated Debentures
     dated March 7, 1996 ("Senior Subordinated Debentures"), (vi) exercise of
     those certain Series C Warrants dated March 7, 1996 to purchase an
     aggregate of 2,542,380 shares of Common Stock ("Series C Warrants"), (vii)
     exercise of those certain Series D Warrants dated March 7, 1996 to
     purchase an aggregate of 2,830,200 shares of Common Stock ("Series D
     Warrants"), (viii) exercise of those certain Stock Options, dated March 7,
     1996 to purchase 225,000 shares of Common Stock issued to Richard K. Laird
     ("Laird Options"), (ix) exercise of those certain Series E Warrants dated
     March 7, 1996 to purchase an aggregate of 1,000,000 shares of Common Stock
     ("Series E Warrants"), and (x) conversion of the Company's 30 shares of
     Series A 12% Cumulative Convertible Redeemable Preferred Stock ("Preferred
     Stock" and together with the 1995 Debentures, the Senior Subordinated
     Debentures, the Series A, B, C, D and E Warrants (collectively, the
     "Warrants"), the Laird Options, the Principals' Options and any shares of
     Common Stock issuable upon conversion or exercise thereof, the "Subject
     Securities")), for a consideration per share less than thirty cents ($.30)
     per share (the "Trigger Price") (or, if a Pro Forma Trigger Price shall be
     in effect as provided below in this Paragraph 3, then less than such Pro
     Forma Trigger Price per share), then and in each such case, upon the
     exercise hereof as provided in Paragraph 1 hereof, you shall be entitled
     to receive, in lieu of the shares of Common Stock theretofore receivable
     upon the exercise of this Option, a number of shares of Common Stock
     determined by (a) dividing the Trigger Price by a Pro Forma Trigger Price
     per share to be computed as provided below in this Paragraph 4, and (b)
     multiplying the resulting quotient by the number of shares of Common Stock
     provided called for by this Option.  A Pro Forma Trigger Price per share
     shall be the price computed (to the nearest cent, a fraction of half cent
     or more being considered a full cent):

                      by dividing (i) the sum of (x) the result obtained by
                      multiplying the number of shares of Common Stock of the
                      Company outstanding immediately prior to such issue or
                      sale by the Trigger Price (or, if a Pro Forma Trigger
                      Price shall be in effect, by such Price), and (y) the
                      consideration, if any, received by the Company upon such
                      issue or sale, by (ii) the number of shares of Common
                      Stock of the Company outstanding immediately after such
                      issue or sale.

     For the purpose of this Paragraph 4:

                      4.1.  Stock Splits, Dividends, etc., in Common Stock or
     Convertible Securities.  In case the Company splits its Common Stock or

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     shall declare any dividend, or make any other distribution, upon any stock
     of the Company of any class payable in Common Stock, or in any stock or
     other securities directly or indirectly convertible into or exchangeable
     for Common Stock (any such stock or other securities being hereinafter
     called "Convertible Securities"), such split, declaration or distribution
     shall be deemed to be an issue or sale (as of the record date for such
     split, dividend or other distribution), without consideration, of such
     Common Stock or such Convertible Securities, as the case may be.

                      4.2.  Issuance or Sale of Convertible Securities.  In
     case the Company shall issue or sell any Convertible Securities other than
     the Subject Securities, there shall be determined the price per share for
     which Common Stock is issuable upon the conversion or exchange thereof,
     such determination to be made by dividing (a) the total amount received or
     receivable by the Company as consideration for the issue or sale of such
     Convertible Securities, plus the minimum aggregate amount of additional
     consideration, if any, payable to the Company upon the conversion or
     exchange thereof, by (b) the maximum number of shares of Common Stock of
     the Company issuable upon the conversion or exchange of all such
     Convertible Securities.

                         If the price per share so determined shall be less
     than the Trigger Price (or, if a Pro Forma Trigger Price shall be in
     effect, less than such Price) as of the date of such issue or sale, then
     such issue or sale shall be deemed to be an issue or sale for cash (as of
     the date of issue or sale of such Convertible Securities) of such maximum
     number of shares of Common Stock at the price per share so determined,
     provided that, if such Convertible Securities shall by their terms provide
     for an increase or increases, with the passage of time, in the amount of
     additional consideration, if any, payable to the Company, or in the rate
     of exchange, upon the conversion or exchange thereof, the Pro Forma
     Trigger Price per share shall, forthwith upon any such increase becoming
     effective, be readjusted to reflect the same, and provided, further, that
     upon the expiration of such rights of conversion or exchange of such
     Convertible Securities, if any thereof shall not have been exercised, the
     Pro Forma Trigger Price per share shall forthwith be readjusted and
     thereafter be the price which it would have been had an adjustment been
     made on the basis that the only shares of Common Stock so issued or sold
     were those issued or sold upon the conversion or exchange of such
     Convertible Securities, and that they were issued or sold for the
     consideration actually received by the Company upon such conversion or
     exchange, plus the consideration, if any, actually received by the Company
     for the issue or sale of all such Convertible Securities which shall have
     been converted or exchanged.

                      4.3.  Grant of Rights or Options for Common Stock.  In
     case the Company shall grant any rights or options to subscribe for,
     purchase or otherwise acquire Common Stock of any class other than the
     Subject Securities, there shall be determined the price per share for
     which Common Stock is issuable upon the exercise of such rights or
     options, such determination to be made by dividing (a) the total amount,
     if any, received or receivable by the Company as consideration for the

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     granting of such rights or options, plus the minimum aggregate amount of
     additional consideration, if any, payable to the Company upon the exercise
     of such rights or options, by (b) the maximum number of shares of Common
     Stock issuable upon the exercise of such rights or options.

                         If the price per share so determined shall be less
     than the Trigger Price (or, if a Pro Forma Trigger Price shall be in
     effect, less than such Price) as of the date of such issue or sale, then
     the granting of such rights or options shall be deemed to be an issue or
     sale for cash (as of the date of the granting of such rights or options)
     of such maximum number of shares of Common Stock at the price per share so
     determined, provided that, if such rights or options shall by their terms
     provide for an increase or increases, with the passage of time, in the
     amount of additional consideration, if any, payable to the Company upon
     the exercise thereof, the Pro Forma Trigger Price per share shall,
     forthwith upon any such increase becoming effective, be readjusted to
     reflect the same, and provided, further, that upon the expiration of such
     rights or options, if any thereof shall not have been exercised, the Pro
     Forma Trigger Price per share shall forthwith be readjusted and thereafter
     be the price which it would have been had an adjustment been made on the
     basis that the only shares of Common Stock so issued or sold were those
     issued or sold upon the exercise of such rights or options and that they
     were issued or sold for the consideration actually received by the Company
     upon such exercise, plus the consideration, if any, actually received by
     the Company for the granting of all such rights or options, whether or not
     exercised.

                      4.4.  Grant of Rights or Options for Convertible
     Securities. 

                      In case the Company shall grant any rights or options to
     subscribe for, purchase or otherwise acquire Convertible Securities, such
     Convertible Securities shall be deemed, for the purposes of
     subparagraph 4.2. above, to have been issued or sold for the total amount
     received or receivable by the Company as consideration for the granting of
     such rights or options plus the minimum aggregate amount of additional
     consideration, if any, payable to the Company upon the exercise of such
     rights or options, provided that, upon the expiration of such rights or
     options, if any thereof shall not have been exercised, the Pro Forma
     Trigger Price per share shall forthwith be readjusted and thereafter be
     the price which it would have been had an adjustment been made upon the
     basis that the only Convertible Securities so issued or sold were those
     issued or sold upon the exercise of such rights or options and that they
     were issued or sold for the consideration actually received by the Company
     upon such exercise, plus the consideration, if any, actually received by
     the Company for the granting of all such rights or options, whether or not
     exercised.

                      4.5.  Dilution in Case of Other Stock or Securities.  In
     case any shares of stock or other securities, other than Common Stock of
     the Company, shall at any time be receivable upon the exercise of this
     Option, and in case any additional shares of such stock or any additional

                                          4
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     such securities (or any stock or other securities convertible into or
     exchangeable for any such stock or securities) shall be issued or sold for
     a consideration per share such as to dilute the purchase rights evidenced
     by this Option, then and in each such case the Pro Forma Trigger Price per
     share shall forthwith be adjusted, substantially in the manner provided
     for above in this Paragraph 4, so as to protect against the effect of such
     dilution.

                      4.6.  Expenses, etc., Deducted.  In case any shares of
     Common Stock or Convertible Securities or any rights or options to
     subscribe for, purchase or otherwise acquire any Common Stock or
     Convertible Securities shall be issued or sold for cash, the consideration
     received therefor shall be deemed to be the amount received by the Company
     therefor, after deducting any expenses incurred and any underwriting or
     similar commissions, compensation or concessions paid or allowed by the
     Company in connection with such issue or sale.

                      4.7.  Determination of Consideration.  In case any shares
     of Common Stock or Convertible Securities or any rights or options to
     subscribe for, purchase or otherwise acquire any Common Stock or
     Convertible Securities shall be issued or sold for a consideration other
     than cash (or a consideration which includes cash, if any cash constitutes
     a part of the assets of a corporation or business substantially all of the
     assets of which are being received a such consideration) then, for the
     purpose of this Paragraph 4, the Board of Directors of the Company shall
     promptly determine the fair value of such consideration, and such Common
     Stock, Convertible Securities, rights or options shall be deemed to have
     been issued or sold on the date of such determination in good faith.  Such
     value shall not be more than the amount at which such consideration is
     recorded in the books of the Company for accounting purposes except in the
     case of an acquisition accounted for on a pooling of interest basis.  In
     case any Common Stock or Convertible Securities or any rights or options
     to subscribe for, purchase or otherwise acquire any Common Stock or
     Convertible Securities shall be issued or sold together with other stock
     or securities or other assets of the Company for a consideration which
     covers both, the Board of Directors of the Company shall promptly
     determine what part of the consideration so received is to be deemed to be
     the consideration for the issue or sale of such Common Stock or
     Convertible Securities or such rights or options.

                         The Company covenants and agrees that, should any
     determination of fair value of consideration or of allocation of
     consideration be made by the Board of Directors of the Company, pursuant
     to this subparagraph 4.7, it will, not less than seven (7) days after any
     and each such determination, deliver to you a certificate signed by the
     President or a Vice President and the Treasurer or an Assistant Treasurer
     of the Company reciting such value as thus determined and setting forth
     the nature of the transaction for which such determination was required to
     be made, the nature of any consideration, other than cash, for which
     Common Stock, Convertible Securities, rights or options have been or are
     to be issued, the basis for its valuation, the number of shares of Common
     Stock which have been or are to be issued, and a description of any

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     Convertible Securities, rights or options which have been or are to be
     issued, including their number, amount and terms.

                      4.8.  Record Date Deemed Issue Date.  In case the Company
     shall take a record of the holders of shares of its stock of any class for
     the purpose of entitling them (a) to receive a dividend or a distribution
     payable in Common Stock or in Convertible Securities, or (b) to subscribe
     for, purchase or otherwise acquire Common Stock or Convertible Securities,
     then such record date shall be deemed to be the date of the issue or sale
     of the Common Stock issued or sold or deemed to have been issued or sold
     upon the declaration of such dividend or the making of such other
     distribution, or the date of the granting of such rights of subscription,
     purchase or other acquisition, as the case may be.

                      4.9.  Shares Considered Outstanding.  The number of
     shares of Common Stock outstanding at any given time shall include shares
     issuable in respect of scrip certificates issued in lieu of fractions of
     shares of Common Stock, but shall exclude shares in the treasury of the
     Company.

                      4.10.  Duration of Pro Forma Trigger Price.  Following
     each computation or readjustment of a Pro Forma Trigger Price as provided
     in this Paragraph 3, the newly computed or adjusted Pro Forma Trigger
     Price shall remain in effect until a further computation or readjustment
     thereof is required by this Paragraph 4.

              5.      Adjustment for Dividends in Other Stock, Property, Etc.;
     Reclassifications, Etc.

                      In case at any time or from time to time after the
     Issuance Date the holders of the Common Stock of the Company of any class
     (or any other shares of stock or other securities at the time receivable
     upon the exercise of this Option) shall have received, or, on or after the
     record date fixed for the determination of eligible stockholders, shall
     have become entitled to receive:

                      (a)      other or additional stock or other securities or
                               property (other than cash) by way of dividend;

                      (b)      any cash paid or payable out of capital or paid-
                               in surplus or surplus created as a result of a
                               revaluation of property by way of dividend; or

                      (c)      other or additional (or less) stock or other
                               securities or property (including cash) by way of
                               stock-split, spin-off, split-off, split-up,
                               reclassification, combination of shares or
                               similar corporate rearrangement;

     (other than additional shares of Common Stock issued to holders of Common
     Stock as a stock dividend or stock-split, adjustments in respect of which
     shall be covered by the provisions of Paragraph 3 hereof), then in each

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     case, upon the exercise of this Option as provided in Paragraph 3 hereof,
     you shall be entitled to receive, in lieu of, or in addition to, as the
     case may be, the shares theretofore receivable upon the exercise of this
     Option, the amount of stock or other securities or property (including
     cash in the cases referred to in clauses (b) and (c) above) which you
     would hold on the date of such exercise if, on the Issuance Date, you had
     been the holder of record of the number of shares of Common Stock of the
     Company called for on the face of this Option and had thereafter, during
     the period from the Issuance Date to and including the date of such
     exercise, retained such shares and/or all other or additional (or less)
     stock or other securities or property (including cash in the cases
     referred to in clauses (b) and (c) above) receivable by him as aforesaid
     during such period, giving effect to all adjustments called for during
     such period by Paragraphs 4 and 6 hereof.

              6.      Adjustment for Reorganization, Consolidation, Merger,
     Etc.

                      In case of any reorganization of the Company (or any
     other corporation the stock or other securities of which are at the time
     deliverable on the exercise of this Option) after the date hereof, or in
     case, after such date, the Company (or any such other corporation) shall
     consolidate with or merge into another corporation or convey all or
     substantially all its assets to another corporation, then and in each such
     case, upon the exercise hereof as provided in Paragraph 3 hereof, at any
     time after the consummation of such reorganization, consolidation, merger
     or conveyance, you shall be entitled to receive the stock or other
     securities or property to which you would have been entitled upon such
     consummation if you had exercised this Option immediately prior thereto,
     all subject to further adjustments as provided in Paragraphs 4 and 6
     hereof; in each such case, the terms of this Option shall be applicable to
     the shares of stock or other securities or property receivable upon the
     exercise of this Option after such consummation.

              7.      No Dilution or Impairment.
                      -------------------------

                      The Company will not, by amendment of its charter or
     through reorganization, consolidation, merger, dissolution, sale of assets
     or any other voluntary action, avoid or seek to avoid the observance or
     performance of any of the terms of this Option, but will at all times in
     good faith assist in the carrying out of all such terms and in the taking
     of all such action as may be necessary or appropriate in order to protect
     against dilution or other impairment.  Without limiting the generality of
     the foregoing, the Company will not increase the par value of any shares
     of stock receivable upon the exercise of this Option above the amount
     payable therefor upon such exercise, and at all times will take all such
     action as may be necessary or appropriate in order that the Company may
     validly and legally issue fully paid and non-assessable stock upon the
     exercise of this Option.



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              8.      Accountants' Certificate as to Adjustments.
                      ------------------------------------------

                      In each case of an adjustment in the number of shares of
     Common Stock or other stock, securities or property receivable on the
     exercise of this Option, at your request the Company at its expense shall
     promptly cause independent public accountants of recognized standing,
     selected by the Company, to compute such adjustment in accordance with the
     terms of this Option and prepare a certificate setting forth such
     adjustment and showing in detail the facts upon which such adjustment is
     based, including a statement of (a) the consideration received or to be
     received by the Company for any additional shares issued or sold or deemed
     to have been issued or sold, (b) the number of shares of Common Stock
     outstanding or deemed to be outstanding and (c) the Pro Forma Trigger
     Price.  The Company will forthwith mail to you a copy of each such
     certificate.

              9.      Notices of Record Date, Etc.
                      ----------------------------

                      In case:

                      (a)      the Company shall take a record of the holders of
                               its Common Stock (or other stock or securities at
                               the time deliverable upon the exercise of this
                               Option) for the purpose of entitling or enabling
                               them to receive any dividend (other than a cash
                               or stock dividend at the same rate as the rate of
                               the last cash or stock dividend theretofore paid)
                               or other distribution, or to exercise any
                               preemptive right pursuant to the Company's
                               charter, or to receive any right to subscribe for
                               or purchase any shares of stock of any class or
                               any other securities, or to receive any other
                               right; or

                      (b)      of any capital reorganization of the Company, any
                               reclassification of the capital stock of the
                               Company, any consolidation or merger of the
                               Company with or into another corporation, or any
                               conveyance of all or substantially all of the
                               assets of the Company to another corporation; or

                      (c)      of the voluntary or involuntary dissolution,
                               liquidation or winding up of the Company;

     then, and in each such case, the Company will mail or cause to be mailed
     to you a notice specifying, as the case may be, (i) the date on which a
     record is to be taken for the purpose of such dividend, distribution or
     right, and stating the amount and character of such dividend, distribution
     or right, or (ii) the date on which such reorganization, reclassification,
     consolidation, merger, conveyance, dissolution, liquidation or winding up

                                          8
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     is to take place, and the times, if any is to be fixed, as of which the
     holders of record of Common Stock (or such other stock or securities at
     the time deliverable upon the exercise of this Option) shall be entitled
     to exchange their shares of Common Stock of any class (or such other stock
     or securities) for reclassification, consolidation, merger, conveyance,
     dissolution, liquidation or winding up or (iii) the amount and character
     of the stock or other securities proposed to be issued or granted, the
     date of such proposed issuance or grant and the persons or class of
     persons to whom such stock or other securities ar to be offered, issued or
     granted.  Such notice shall be mailed at least thirty (30) days prior to
     the date therein specified.

              10.     Reservation of Stock, Etc., Issuable on Exercise of
     Warrants.

                      The Company will at all times reserve and keep available,
     solely for insurance and delivery upon the exercise of this Option, such
     shares of Common Stock and other stock, securities and property as from
     time to time shall be issuable upon the exercise of this Option.

              11.     Registration Rights.
                      -------------------

                      a.       Registration.  As soon as reasonably practicable
     after the date hereof, the Company will file a registration statement
     ("Registration Statement") with the Securities and Exchange Commission
     ("SEC") covering the shares of Common Stock issuable upon exercise of this
     Option ("Registrable Securities"), and will use its best efforts to cause
     the Registration Statement to become effective on or prior to the
     ninetieth day after such filing and to keep the Registration Statement
     effective for a period of seven years from the date it is declared
     effective by the SEC.

                      b.       Additional Terms.  Except as otherwise expressly
     stated herein, the following provisions shall be applicable to the
     Registration Statement:

                            (i)     The Company will use its best efforts to
              cause the Registration Statement to become effective as promptly
              as possible, and if any stop order shall be issued by the SEC in
              connection therewith to use its reasonable efforts to obtain the
              removal of such order.  Following the effective date of the
              Registration Statement, the Company shall, upon your request,
              forthwith supply such reasonable number of copies of the
              Registration Statement, preliminary prospectus and prospectus
              meeting the requirements of the Act, and other documents
              necessary or incidental to a public offering of the Registrable
              Securities, as shall be reasonably requested by you to permit you
              to make a public distribution of your Registrable Securities. 
              The Company will use its reasonable efforts to qualify the
              Registrable Securities for sale in such states as you shall
              reasonably request, provided that no such qualification will be

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              required in any jurisdiction where, solely as a result thereof,
              the Company would be subject to service of general process or to
              taxation or qualification as a foreign corporation doing business
              in such jurisdiction.  The obligations of the Company hereunder
              with respect to your Registrable Securities are expressly
              conditioned on your furnishing to the Company such appropriate
              information concerning you, your Registrable Securities and the
              terms of your offering of such Registrable Securities as the
              Company may reasonably request.

                           (ii)     The Company shall pay all expenses incurred
              in complying with the provisions of this Paragraph 11, including,
              without limitation, all registration and filing fees (including
              all expenses incident to filing with the National Association of
              Securities Dealers, Inc.), printing expenses, fees and
              disbursements of counsel to the Company, securities law and blue
              sky fees and expenses and the expenses of any regular and special
              audits incident to or required by any such registration.  All
              underwriting discounts and selling commissions applicable to the
              sales of the Registrable Securities, and any state or federal
              transfer taxes payable with respect to the sales of the
              Registrable Securities and all fees and disbursements of your
              counsel, if any, in each case arising in connection with
              registration of the Registrable Securities shall be payable by
              you.

                          (iii)     In connection with the registration of the
              Registrable Securities pursuant to this Paragraph 11, the Company
              shall indemnify and hold harmless you, your affiliates, agents
              and representatives, each person, if any, who controls the holder
              within the meaning of the Securities Act of 1933, as amended (the
              "Securities Act"), or the Securities Exchange Act of 1934, as
              amended (the "Exchange Act"), and any person claiming by or
              through any of them (collectively, the "Indemnified Persons")
              from and against all losses, claims, damages, expenses or
              liabilities (or actions in respect thereof) arising out of or are
              based upon any untrue statement of any material fact contained in
              the Registration Statement or alleged untrue statement, under
              which such securities were registered under the Securities Act,
              any preliminary prospectus or final prospectus contained therein,
              or any amendment or supplement thereto, or arise out of or are
              based upon the omission to state therein a material fact required
              to be stated therein or necessary to make the statements made
              therein, in light of the circumstances under which they are made,
              not misleading, or any violation by the Company of the Securities
              Act, the Exchange Act or state securities or blue sky laws
              applicable to the Company and relating to action or inaction
              required of the Company in connection with such registration or
              qualification under such state securities or blue sky laws; and
              will reimburse the Indemnified Persons for any legal or any other
              expenses reasonably incurred by them in connection with
              investigating or defending any such loss, claim, damage,

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              liability or action; provided, however, that the Company will not
              be liable in any such case to any Indemnified Person to the
              extent that any such loss, claim, damage or liability arises out
              of or is based upon an untrue statement or omission made in the
              Registration Statement, said preliminary prospectus or said final
              prospectus or said amendment or supplement or any document
              incident thereto in reliance upon and in conformity with written
              information furnished to the Company by or on behalf of such
              Indemnified Person.

                           (iv)     You will indemnify and hold harmless the
              Company and each person, if any, who controls the Company within
              the meaning of the Securities Act or the Exchange Act, each
              officer of the Company who signs the Registration Statement and
              each director of the Company from and against any and all such
              losses, claims, damages or liabilities arising from any untrue
              statement in, or omission from, the Registration Statement, any
              such preliminary or final prospectus, amendment, or supplement or
              document incident thereto if the statement or omission in respect
              of which such loss, claim, damage or liability is asserted was
              made in reliance upon and in conformity with information
              furnished in writing to the Company by you or on your behalf for
              use in connection with the preparation of the Registration
              Statement or such prospectus or amendment or supplement thereof.

                            (v)     The reimbursements required by clauses
              (iii) and (iv) shall be made by periodic payments during the
              course of the investigation or defense as and when bills are
              received or expenses incurred; provided, however, that to the
              extent that an Indemnified Person receives periodic payments for
              legal or other expenses during the course of an investigation or
              defense, and such person subsequently received payments for such
              expenses from any other parties to the proceeding, such payments
              shall be used by the Indemnified Person to reimburse the
              indemnifying party for such periodic payments.  Any party which
              proposes to assert the right to be indemnified under clause (iii)
              or (iv) will, promptly after receipt of notice of commencement of
              any action, suit or proceeding against such party in respect of
              which a claim is to be made against any Indemnified Person
              hereunder, notify each such indemnifying party of the
              commencement of such action, suit or proceeding, enclosing a copy
              of all papers served, but the failure to so notify such
              indemnifying party of any such action, suit or proceeding shall
              not relieve the indemnifying party from any obligation which it
              may have to any Indemnified Person hereunder unless and only to
              the extent that the indemnifying party is prejudiced by said lack
              of notice.  In case any such action, suit or proceeding shall be
              brought against any Indemnified Person and it shall notify the
              indemnifying party of the commencement thereof, the indemnifying
              party shall be entitled to participate in and, to the extent that
              it shall wish, jointly with any other indemnifying party
              similarly notified, to assume the defense thereof, with counsel

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              satisfactory to such Indemnified Person, and after notice from
              the indemnifying party to such Indemnified Person of its election
              so to assume the defense thereof, the indemnifying party shall
              not be liable to such Indemnified Person for any legal or other
              expense, other than reasonable costs of investigation
              subsequently incurred by such Indemnified Person in connection
              with the defense thereof.  The Indemnified Person shall have the
              right to employ its own counsel in any such action, but the
              reasonable fees and expenses of such counsel shall be at the
              expense of such Indemnified Person, when and as incurred, unless
              (A) the employment of counsel by such Indemnified Person has been
              authorized by the indemnifying party, (B) the Indemnified Person
              has reasonably concluded (based on advice of counsel), that there
              may be legal defenses available to it that are different from or
              in addition to those available to the indemnifying party, (C) the
              Indemnified Person shall have reasonably concluded (based on
              advice of counsel) that there may be a conflict of interest
              between the indemnifying party and the Indemnified Person in the
              conduct of defense of such action (in which case the indemnifying
              party shall not have the right to direct the defense of such
              action on behalf of the Indemnified Person), or (D) the
              indemnifying party shall not in fact have employed counsel to
              assume the defense of such action within 15 days after receipt of
              notice of such action.  An indemnifying party shall not be liable
              for any settlement or any action or claim effected without its
              consent.

                           (vi)     If the indemnification provided for in this
              Paragraph 11 is unavailable to any Indemnified Person hereunder
              in respect of any losses, claims, damages, liabilities or
              expenses referred to therein, then the indemnifying party, in
              lieu of indemnifying such Indemnified Person, shall contribute to
              the amount paid or payable by such Indemnified Person as a result
              of such losses, claims, damages, liabilities or expenses in such
              proportion as is appropriate to reflect the relative fault of the
              indemnifying party and Indemnified Persons in connection with the
              actions that resulted in such losses, claims, damages,
              liabilities or expenses, as well as any other relevant equitable
              considerations.  The relative fault of such indemnifying party
              and Indemnified Persons shall be determined by reference to,
              among other things, whether any action in question, including any
              untrue or alleged untrue statement of a material fact or omission
              or alleged omission to state a material fact, has been made by,
              or relates to information supplied by, such indemnifying party or
              Indemnified Persons, and the parties' relative intent, knowledge,
              access to information and opportunity to correct or prevent such
              action.  The amount paid or payable by a party as a result of the
              losses, claims, damages, liabilities and expenses referred to
              above shall be deemed to include, subject to the limitations set
              forth herein, any legal or other fees or expenses reasonably
              incurred by such party in connection with any investigation or
              proceeding.

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                          (vii)     The Company and you agree that it would not
              be just and equitable if contribution pursuant to clause (vi)
              were determined by pro rata allocation or by any other method of
              allocation that does not take account of the equitable
              considerations referred to in the immediately preceding
              paragraph.  Notwithstanding any other provision hereof, in no
              event shall your contribution obligation be greater in amount
              than the excess of (A) the dollar amount of proceeds received by
              you upon the sale of the securities giving rise to such
              contribution obligation over (B) the dollar amount of any damages
              that you have otherwise been required to pay by reason of the
              untrue or alleged untrue statement or omission or alleged
              omission giving rise to such obligation.  No person guilty of
              fraudulent misrepresentation (within the meaning of Section 11(f)
              of the Securities Act) shall be entitled to contribution from any
              person who was not guilty of such fraudulent misrepresentation.

                         (viii)     Neither the filing of the Registration
              Statement by the Company pursuant to this Agreement nor the
              making of any request for prospectuses by you shall impose upon
              you any obligation to sell his, her or its Registrable
              Securities.

                           (ix)     Upon receipt of notice from the Company
              that an event has occurred which requires a post-effective
              amendment to the Registration Statement or a supplement to the
              prospectus included therein, you shall promptly discontinue the
              sale of your Registrable Securities until you receive a copy of a
              supplemented or amended prospectus from the Company, which the
              Company shall provide as soon as practicable after such notice.

              12.     How Option May be Exercised.
                      ---------------------------

                      This option is exercisable by a written notice signed by
     you and delivered to the Company at 121-03 Dupont Street, Plainview, New
     York 11803, attention of the Office of the President, signifying your
     election to exercise the option.  The notice must state the number of
     shares of Common Stock as to which your option is being exercised, must
     contain a statement by you (in a form acceptable to the Company) that such
     shares are being acquired by you for investment and not with a view to
     their distribution or resale and must be accompanied by cash or a check to
     the order of the Company for the full purchase price of the shares being
     purchased.

                      If a notice of the exercise of this option is given by a
     person or persons other than you, the Company may require as a condition
     to the exercise of the option the submission to the Company of appropriate
     proof of the right of such person or persons to exercise the option.

                      Certificates for shares of the Common Stock so purchased
     will be issued as soon as practicable.  Except as otherwise provided

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     herein, the Company, however, shall not be required to register with the
     Securities and Exchange Commission or any other applicable state authority
     any shares of Common Stock issued upon exercise of this option and your
     right to sell, transfer, assign or otherwise dispose of such shares shall
     be subject to your compliance with all applicable federal and state
     securities laws.

              13.     Non-transferability of Option.
                      -----------------------------

                      This option shall not be transferable except by Will or
     the laws of descent and distribution, and, may be exercised during your
     lifetime only by you.


     Dated:  May 1, 1996
                                                LOGIMETRICS, INC.
                                                ------------------------
                                                By: /s/ Norman M. Phipps


     Agreed:


     /s/ Russell J. Reardon
     ----------------------
     Russell J. Reardon


























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