EXHIBIT 10.4

                               PURCHASE AGREEMENT

          PURCHASE  AGREEMENT,  dated July 29, 1997,  by and among  LogiMetrics,
Inc., a Delaware  corporation (the "Company"),  and the individuals and entities
listed on the signature pages hereto (collectively, the "Purchasers").

                       W I T N E S S E T H:

          WHEREAS,  on the terms and subject to the conditions set forth herein,
the Company  desires to sell to the  Purchasers,  and the  Purchasers  desire to
purchase from the Company,  (i) $2,750,000 in aggregate  principal amount of the
Company's Class A 13% Convertible Senior Subordinated Pay-in-Kind Debentures due
July 29, 1999 (the  "Debentures")  convertible  into an  aggregate  of 6,600,000
shares of Common Stock,  par value $.01 per share (the "Common  Stock"),  of the
Company, subject to adjustment in certain circumstances (the Debentures to be in
substantially the form of Exhibit A hereto), (ii) Common Stock Purchase Warrants
- Series G (the "Series G Warrants")  exercisable  at any time prior to July 29,
2004 to purchase an aggregate of 7,350,000  shares of Common  Stock,  subject to
adjustment  in certain  circumstances,  at an  exercise  price of $.50 per share
(each  Series G Warrant  to be in  substantially  the form of Exhibit B hereto),
(iii)  Common  Stock  Purchase  Warrants  - Series H (the  "Series H  Warrants")
exercisable  at any time prior to July 29,  2004 to  purchase  an  aggregate  of
1,100,000   shares  of  Common   Stock,   subject  to   adjustment   in  certain
circumstances,  at an exercise price of $.60 per share (each Series H Warrant to
be in  substantially  the form of  Exhibit  C  hereto),  and (iv)  Common  Stock
Purchase  Warrants - Series I (the "Series I Warrants"  and,  together  with the
Series G Warrants and the Series H Warrants, the "Warrants")  exercisable at any
time prior to July 29, 2004 to purchase an aggregate of 550,000 shares of Common
Stock, subject to adjustment in certain  circumstances,  at an exercise price of
$1.125  per share  (each  Series I Warrant  to be in  substantially  the form of
Exhibit D hereto); and

          WHEREAS,  the  Company is a party to an amended  and  restated  credit
facility (the "Credit  Facility") with North Fork Bank (the "Bank")  pursuant to
which,  among other  things,  the Bank has made  available  to the Company up to
$2,200,000 in revolving credit loans maturing on April 30, 1998 (unless extended
by the Bank) and a $640,000.04 term loan maturing on December 31, 1998; and

          WHEREAS, the Credit Facility is secured by a perfected, first priority
security interest in all of the assets of the Company; and

          WHEREAS,  the  Company has  previously  entered  into a Unit  Purchase
Agreement,  dated  March 7,  1996  (the  "Cerberus  Purchase  Agreement"),  with
Cerberus  Partners,  L.P.  ("Cerberus")  pursuant to which the Company issued to
Cerberus  $1,500,000 in aggregate principal amount of its 12% Convertible Senior
Subordinated  Debentures  due December 31, 1998 (the "Old Cerberus  Debentures")
convertible  into an aggregate of 2,542,380  shares of Common Stock,  subject to
adjustment in certain circumstances, and Common Stock Purchase Warrants - Series
C (the  "Cerberus  Warrants")  exercisable at any time prior to March 7, 2003 to
purchase an aggregate of 

<PAGE>

2,542,380   shares  of  Common   Stock,   subject  to   adjustment   in  certain
circumstances, at an exercise price of $.01 per share; and

          WHEREAS,  in connection  with certain  waivers  granted by Cerberus in
respect of the Old  Cerberus  Debentures,  the  Company  has issued to  Cerberus
certain  notes in the aggregate  principal  amount of $45,000 (the "Old Cerberus
Interest Notes"); and

          WHEREAS,  in connection  with the  transactions  contemplated  hereby,
Cerberus has agreed to exchange (i) the Old Cerberus  Debentures  for $1,500,000
in aggregate  principal amount of the Company's Amended and Restated Class B 13%
Convertible  Senior  Subordinated  Debentures  due July 29, 1999 (the  "Cerberus
Debentures"), and (ii); the Old Cerberus Interest Notes for $45,000 in aggregate
principal  amount of the Company's 13% Senior  Subordinated  Interest Notes (the
"Cerberus Interest Notes");

          WHEREAS, pursuant to the terms of a Security Agreement, dated March 7,
1996 (the "Old Security  Agreement"),  the Cerberus  Debentures and the Cerberus
Interest Notes are secured by a perfected security interest in all of the assets
of the  Company,  junior  only to the  security  interest  securing  the  Credit
Facility (and any authorized replacement thereof); and

          WHEREAS,  the  Debentures  and all  Accrued  Interest  Debentures  (as
defined  below)  are to rank  pari  passu  with  the  Cerberus  Debentures,  the
additional  securities issued in lieu of cash interest  otherwise payable on the
Cerberus  Debentures  (the  "Cerberus  Accrued  Interest  Debentures")  and  the
Cerberus  Interest  Notes  and are to be  secured  ratably  with  such  Cerberus
Debentures,  Cerberus  Accrued  Interest  Debentures and Interest Notes (and any
authorized replacement thereof); and

          WHEREAS,  in order to secure  the  Debentures,  the  Accrued  Interest
Debentures,  the Cerberus  Debentures,  the Cerberus Accrued Interest Debentures
and the Interest Notes,  the Company and Cerberus have entered into an amendment
and  restatement  of the Old Security  Agreement (as amended and  restated,  the
"Security Agreement"); and

          WHEREAS, the Company, the Purchasers and Charles S. Brand have entered
into  a  Stockholders   Agreement  of  even  date  herewith  (the  Stockholders
Agreement), pursuant to which, among other things, the Purchasers and Mr. Brand
have agreed to certain  restrictions  on the  transfer of shares of Common Stock
beneficially owned by them and to certain provisions regarding the management of
the Company.

          NOW,  THEREFORE,  in  consideration  of the mutual covenants set forth
herein, and intending to be legally bound, the parties hereto agree as follow:

<PAGE>

                                    Article I

                         Purchase and Sale of Securities

          Section  1.1.  Purchase  and Sale of  Securities.  Upon the  terms and
subject to the conditions of this Agreement,  (a) on the date hereof the Company
shall issue and sell to the Purchasers (other than Broadband, as defined below),
and such Purchasers shall purchase from the Company, (i) $2,535,942 in aggregate
principal  amount of the  Debentures  at a purchase  price of  $2,535,942,  (ii)
Series G Warrants to purchase an aggregate  of 6,866,129  shares of Common Stock
at an at an aggregate  purchase  price of  $480,629,  (iii) Series H Warrants to
purchase  an  aggregate  of  1,074,114  shares of Common  Stock at an  aggregate
purchase  price of $64,447,  and (iv) Series I Warrants to purchase an aggregate
of 537,057 shares of Common Stock at an aggregate  purchase price of $21,482 for
a total aggregate  purchase price of $3,102,500 (the "Initial  Purchase Price"),
and (b) at any time  prior to 21 days  from the date of this  Agreement,  unless
extended by the Company (the  "Broadband  Termination  Date") upon not less than
two business days' prior written  notice given by Broadband to the Company,  the
Company shall issue and sell to MBF Broadband  Systems,  L.P.  ("Broadband") (i)
$214,058 in aggregate  principal amount of the Debentures at a purchase price of
$214,058,  plus accrued  interest on the Debentures  from the date hereof,  (ii)
Series G Warrants to purchase an aggregate of 483,871  shares of Common Stock at
an aggregate  purchase price of $33,871,  (iii) Series H Warrants to purchase an
aggregate of 25,886  shares of Common Stock at an  aggregate  purchase  price of
$1,553,  and (iv) Series I Warrants to purchase an aggregate of 12,943 shares of
Common  Stock at an  aggregate  purchase  price  of $518  for a total  aggregate
purchase price of $250,000 plus accrued interest on the Debentures from the date
hereof  (the  "Broadband  Purchase  Price" and,  collectively,  with the Initial
Purchase  Price,  the "Purchase  Price").  The amount of Debentures and Warrants
(collectively,  the "Securities") to be purchased by each Purchaser  pursuant to
this Section 1.1 and the aggregate Purchase Price allocable to each Purchaser is
set forth on  Exhibit E attached  hereto.  The  Securities  to be  purchased  by
Broadband  pursuant to Section 1.1(b) hereof are hereinafter  referred to as the
"Broadband Securities."

          Section 1.2. Closing. The closing of the transactions  contemplated by
Section  1.1(a) above (the "First  Closing")  shall take place at the offices of
the Company at 10:00 a.m. on the date hereof, or at such other time and place as
the parties hereto may mutually agree. The time and date of the First Closing is
hereinafter  referred to as the "First Closing Date." At the First Closing,  the
Purchasers  (other  than  Broadband)  shall pay the  Initial  Purchase  Price in
immediately available funds by wire transfer to an account previously designated
by the Company; provided,  however, that MBF Capital Corp. ("MBF") may pay up to
$35,000 of the Initial  Purchase Price otherwise  payable by it by delivering to
the Company a promissory note in such amount in form and substance  satisfactory
to the Company.  In exchange for the payment of the Initial  Purchase Price, the
Company shall execute,  issue and deliver to the Purchasers the Securities to be
purchased by them at the First Closing  registered in the name of the respective
Purchasers as specified in Exhibit E attached hereto.

          The closing of the  transactions  contemplated by Section 1.1(b) above
(the "Second  Closing")  shall take place at the offices of the Company at 10:00
a.m. on or prior to the 

<PAGE>

Broadband  Termination  Date on the date set  forth in the  notice  provided  by
Broadband to the Company  pursuant to Section  1.1(b)  hereof,  or at such other
time and place as the parties  hereto may mutually  agree.  The time and date of
the Second Closing is hereinafter  referred to as the "Second  Closing Date." At
the  Second  Closing,  Broadband  shall  pay the  Broadband  Purchase  Price  in
immediately available funds by wire transfer to an account previously designated
by the Company. In exchange for the payment of the Broadband Purchase Price, the
Company shall execute,  issue and deliver to Broadband the Broadband  Securities
registered in the name of Broadband.  In addition,  on the Second  Closing Date,
the Company shall provide to Broadband  updates of the various schedules to this
Agreement so that the  representations  and  warranties of the Company set forth
herein  shall be true and  complete  in all  material  respects as of the Second
Closing Date. The Company also shall deliver to Broadband the Closing  documents
referred  to in  Section  6.1(a),  (b) and (h),  in each case  dated the  Option
Closing Date.

          Section 1.3. Non-Purchase by Broadband. If the Second Closing does not
occur on or prior to the Broadband  Termination  Date,  Broadband  shall have no
right to  purchase  the  Broadband  Securities  and the  Company  shall  have no
obligation to sell the Broadband  Securities  to Broadband.  In such event,  the
Company shall give prompt notice to Cramer  Rosenthal  McGlynn,  Inc. ("CRM") on
behalf of the  Purchasers  other than Broadband  (the "Other  Purchasers")  that
Broadband did not purchase the Broadband Securities. For up to 10 days following
receipt  of such  notice by CRM,  the Other  Purchasers  shall have the right to
purchase the  Broadband  Securities in exchange for the payment of the Broadband
Purchase  Price,  which right may be exercised in whole but not in part.  In the
event that the Other Purchasers wish to purchase the Broadband Securities,  CRM,
on behalf of the Other  Purchasers,  shall provide  irrevocable  written  notice
thereof to the Company  prior to the  expiration  of such 10-day  period,  which
notice  shall  specify the date,  which shall not be less than two nor more than
five business days from the date of such notice,  on which the Other  Purchasers
will  purchase the  Broadband  Securities  (the "Interim  Closing  Date").  Upon
delivery of such notice, the Other Purchasers shall become irrevocably obligated
to purchase the Broadband  Securities on the date specified in such notice.  The
closing of the  transactions  contemplated  by this  Section  1.3 (the  "Interim
Closing")  shall take place at the  offices of the  Company at 10:00 a.m. on the
Interim  Closing Date. On the Interim Closing Date, the Company shall deliver to
the Other Purchasers the Broadband  Securities in such amounts and registered in
the names of the respective Other Purchasers as they may specify against receipt
from the  Other  Purchasers  of the  Broadband  Purchase  Price  in  immediately
available  funds by wire  transfer to an account  previously  designated  by the
Company. In addition,  on the Interim Closing Date, the Company shall provide to
the Other Purchasers  purchasing the Broadband Securities updates of the various
schedules to this  Agreement so that the  representations  and warranties of the
Company set forth herein shall be true and complete in all material  respects as
of the Option Closing Date. The Company shall re-deliver to the Other Purchasers
purchasing the Broadband Securities the Closing documents referred to in Section
6.1(a),  (b)  and  (h),  in each  case  updated  to the  Interim  Closing  Date.
Notwithstanding the foregoing,  Broadband shall have no liability to the Company
or any Other  Purchaser  in the  event  that  Broadband  does not  purchase  the
Broadband Securities.

          Section  1.4.  Optional  Purchase.  The Company  hereby  grants to the
Purchasers  the option (the  "Option"),  exercisable  in whole or in part at any
time during the  nine-month  period 

<PAGE>

immediately following the date hereof (the "Exercise Period"), to purchase up to
(i)  $833,333 in aggregate  principal  amount of the  Debentures,  (ii) Series G
Warrants to purchase an  aggregate  of  2,000,000  shares of Common  Stock at an
aggregate  purchase  price of  $140,000,  (iii) Series H Warrants to purchase an
aggregate of 333,333  shares of Common Stock at an aggregate  purchase  price of
$20,000,  and (iv) Series I Warrants to purchase an aggregate of 166,667  shares
of Common  Stock at an aggregate  purchase  price of $6,667  (collectively,  the
"Additional  Securities")  for an aggregate  purchase  price of $1,000,000  (the
"Option Purchase Price").  The Additional  Securities shall be allocated to each
Purchaser  as specified  on Exhibit F attached  hereto.  The Option shall not be
transferable by any Purchaser  except that a Purchaser may assign part or all of
its  rights  under  the  Option  to any  other  Purchaser.  Notwithstanding  the
foregoing,  in  the  event  that  Broadband  does  not  purchase  the  Broadband
Securities,  then  Broadband  shall not be entitled to purchase  any  Additional
Securities  pursuant  to the  Option.  The Option may only be  exercised  on one
occasion  during the Exercise  Period.  In the event that the Purchasers wish to
exercise the Option,  CRM on behalf of the Purchasers  shall provide the Company
with written notice thereof at any time during the Exercise Period, which notice
shall specify the amount of  Additional  Securities to be purchased and the date
on which the closing of such purchase shall occur (the "Option  Closing  Date"),
which date shall be not less than five nor more than 10 business  days after the
date of such  notice.  Any  notice  given  by CRM on  behalf  of the  Purchasers
pursuant to this Section 1.4 shall be irrevocable;  provided,  however, that the
Purchasers shall have the right to change the amount of Additional Securities to
be  purchased  by them at any time prior to the close of  business on the second
business day  immediately  preceding the Option Closing Date. The closing of the
transactions  contemplated by this Section 1.4 (the "Option Closing") shall take
place at the offices of the Company at 10:00 a.m. on the Option Closing Date. On
the Option  Closing  Date,  the  Company  shall  deliver to the  Purchasers  the
Additional  Securities  in such  amounts  and  registered  in the  names  of the
respective Purchasers as they may specify against receipt from the Purchasers of
the Option Purchase Price in immediately  available funds by wire transfer to an
account previously designated by the Company. In addition, on the Option Closing
Date,  the  Company  shall  provide  to  the  Purchasers  purchasing  Additional
Securities  updates  of the  various  schedules  to this  Agreement  so that the
representations and warranties of the Company set forth herein shall be true and
complete in all material  respects as of the Option  Closing  Date.  The Company
shall re-deliver to the Purchasers  purchasing Additional Securities the Closing
documents  referred to in Section  6.1(a),  (b) and (h), in each case updated to
the Option Closing Date.

<PAGE>

                                   Article II

                  Representations and Warranties of the Company

          The Company represents and warrants to the Purchasers as follows:

          Section 2.1.  Organization and Qualification.  Each of the Company and
mmTech, Inc. ("mmTech") is a corporation duly organized, validly existing and in
good standing under the laws of its  jurisdiction of  incorporation  and has the
corporate  power and  authority  to own or lease its  property and assets and to
carry on its  business  as  presently  conducted,  and is duly  qualified  to do
business as a foreign  corporation and is in good standing in each  jurisdiction
where the failure to be so  qualified  and in good  standing  would  result in a
material  adverse  change  in the  business,  financial  condition,  results  of
operations  or  prospects   (financial   and  other)  of  the  Company  and  its
subsidiaries,  taken as a whole (a "Material Adverse  Change").  The Company has
previously  provided  to the  Purchaser  true  and  complete  copies  of (i) its
Certificate of Incorporation of and all amendments  thereto and (ii) its by-laws
as currently in effect. Other than mmTech and LogiMetrics FSB, Inc., the Company
does not own any material  amount of any shares of stock of any  corporation  or
any equity  interest in a partnership,  joint venture or other business  entity,
and the  Company  does not control or have the right  (whether or not  presently
exercisable)  to control any other  corporation,  partnership,  joint venture or
other business entity by means of ownership, management contract or otherwise.

          Section 2.2.  Authorization.  (a) The Company has the corporate  power
and authority to execute and deliver this Agreement, the Security Agreement, the
Stockholders  Agreement,  the  Debentures  and the Warrants  (collectively,  the
"Transaction   Documents")  and  to  perform  its   obligations   hereunder  and
thereunder,  all of which have been duly  authorized by all requisite  corporate
action.  Each of the  Agreement,  the  Stockholders  Agreement  and the Security
Agreement  has been duly  authorized,  executed and delivered by the Company and
constitutes a valid and binding  agreement of the Company,  enforceable  against
the Company in accordance with its terms.

          (b) The  Debentures  have been duly  authorized  and,  when  issued in
accordance  with the terms  hereof,  will have been duly  executed,  issued  and
delivered  and will  constitute  valid and legally  binding  obligations  of the
Company,  enforceable  in accordance  with their terms,  subject to  bankruptcy,
insolvency, fraudulent transfer, reorganization,  moratorium and similar laws of
general applicability  relating to or affecting creditors' rights and to general
equity principles.  The Company has sufficient authorized and unissued shares of
Common Stock  reserved for issuance  upon the  conversion  of the  Debentures in
accordance  with their  terms.  The  shares of Common  Stock  issuable  upon the
conversion of the Debentures  will,  when issued in accordance with the terms of
the  Debentures,   be  duly   authorized,   validly   issued,   fully  paid  and
non-assessable.

          (c) The additional Debentures issued in payment of interest accrued on
the Debentures  (the "Accrued  Interest  Debentures")  have been duly authorized
and, when issued in accordance with the terms of the Debentures,  will have been
duly  executed,  issued and  delivered  and will  constitute  valid and  legally
binding obligations of the Company,  enforceable in 

<PAGE>

accordance  with their  terms,  subject to  bankruptcy,  insolvency,  fraudulent
transfer,  reorganization,  moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles. The
Company has sufficient  authorized and unissued  shares of Common Stock reserved
for  issuance  upon  the  conversion  of  the  Accrued  Interest  Debentures  in
accordance  with their  terms.  The  shares of Common  Stock  issuable  upon the
conversion of the Accrued  Interest  Debentures  will, when issued in accordance
with the terms of the Debentures, be duly authorized, validly issued, fully paid
and non-assessable.

          (d) The  Warrants  have  been  duly  authorized  and,  when  issued in
accordance  with the terms  hereof,  will have been duly  executed,  issued  and
delivered  and will  constitute  valid and legally  binding  obligations  of the
Company,  enforceable  in accordance  with their terms,  subject to  bankruptcy,
insolvency, fraudulent transfer, reorganization,  moratorium and similar laws of
general applicability  relating to or affecting creditors' rights and to general
equity principles.  The Company has sufficient authorized and unissued shares of
Common  Stock  reserved  for  issuance  upon the  exercise  of the  Warrants  in
accordance  with their  terms.  The  shares of Common  Stock  issuable  upon the
exercise of the Warrants will,  when issued in accordance  with the terms of the
Warrants  (including the payment of the exercise price  specified  therein),  be
duly authorized, validly issued, fully paid and non-assessable.

          (e) The issuance of the Securities and the Additional Securities,  the
conversion  of the  Debentures  and  the  Accrued  Interest  Debentures  and the
exercise of the Warrants will not (i) require the Company to issue any shares of
its capital stock or any security exercisable for or convertible or exchangeable
into shares of its capital  stock to any person (other than warrants to purchase
shares of Common Stock  issuable to MBF pursuant to the terms of the  Consulting
Agreement  dated  of even  date  herewith  between  the  Company  and  MBF  (the
"Consulting  Agreement")),  or (ii) require any adjustment in the exercise price
or number of shares of the Company's capital stock issuable upon the exercise of
the Company's outstanding securities.

          Section 2.3.  Non-contravention.  Except as set forth in Schedule 2.3,
neither the execution and delivery of this  Agreement and the other  Transaction
Documents by the Company nor the  performance by the Company of its  obligations
hereunder and  thereunder  will (i)  contravene  any provision  contained in the
Company's  Certificate of Incorporation or by-laws,  (ii) violate or result in a
breach  (with or without the lapse of time,  the giving of notice or both) of or
constitute a default under (A) any contract, agreement,  commitment,  indenture,
mortgage, lease, pledge, note, license, permit or other instrument or obligation
or (B) any judgment, order, decree, law, rule or regulation or other restriction
of any governmental  authority,  in each case to which the Company is a party or
by which it is bound or to which any of its assets or  properties  are  subject,
(iii) result in the creation or imposition of any lien, claim, charge, mortgage,
pledge,   security   interest,   equity,   restriction   or  other   encumbrance
(collectively,  "Encumbrances")  on any of the Company's  assets or  properties,
except as expressly contemplated by the Credit Facility, the Cerberus Debentures
and the Transaction Documents,  or (iv) result in the acceleration of, or permit
any  person  to  accelerate  or  declare  due and  payable  prior to its  stated
maturity, any material obligation of the Company.

<PAGE>

          Section 2.4. No Consents. No notice to, filing with, or authorization,
registration,  consent or approval of any governmental authority or other person
is necessary for the execution, delivery or performance of this Agreement or the
other  Transaction   Documents  by  the  Company  or  the  consummation  of  the
transactions  contemplated hereby or thereby by the Company, except (i) for such
consents and  approvals as have  previously  been obtained and are in full force
and effect, and (ii) for such filings and registrations as may be required under
applicable  securities laws.  Assuming that the  representations  and warranties
contained in Article III hereof are true and correct in all respects,  the offer
and sale of the Securities and the Additional  Securities as contemplated hereby
does not require  registration  under the  provisions of the  Securities  Act of
1933, as amended (the  "Securities  Act"), or any applicable state securities or
"blue sky" laws.

          Section 2.5.  Capitalization of the Company.  The Company's authorized
capital stock consists solely of 100,000,000  authorized shares of Common Stock,
of which  24,841,434  shares were issued and  outstanding as of the date hereof;
and 200  shares of  Preferred  Stock,  par value $.01 per  share,  of which,  30
shares,  designated as Series A 12% Cumulative  Convertible Redeemable Preferred
Stock,  stated value $50,000 per share,  were issued and  outstanding  as of the
date  hereof.  No shares of the  Company's  capital  stock are held as  treasury
shares.  In addition,  as of the date hereof  17,715,980  shares of Common Stock
were  reserved  for  issuance  upon the exercise or  conversion  of  outstanding
securities of the Company. Except as set forth on Schedule 2.5, the Company does
not have  (i) any  shares  of  Common  Stock or  Preferred  Stock  reserved  for
issuance,  or (ii) any outstanding  option,  warrant,  right, call or commitment
relating to its  capital  stock or any  outstanding  securities  or  obligations
convertible  into or  exchangeable  for,  or  giving  any  person  any  right to
subscribe for or acquire from it, any shares of its capital stock (collectively,
"Company  Securities").  There are no outstanding  obligations of the Company to
repurchase,  redeem or otherwise  acquire any Company  Securities.  There are no
pre-emptive  or other  subscription  rights  with  respect  to any shares of the
Company's  capital stock or any securities  convertible into or exchangeable for
shares of the  Company's  capital  stock and all of the issued  and  outstanding
shares of  capital  stock of the  Company  have been  duly  authorized,  validly
issued, are fully paid and are nonassessable.  All of the Company's  outstanding
securities were offered, issued, sold and delivered by the Company in compliance
with all applicable  state and federal  securities laws. None of such securities
were  issued in  violation  of any  pre-emptive  or  subscription  rights of any
person.

          Section  2.6.  SEC  Reports.  (a) The  Company  has  delivered  to the
Purchaser a true and  complete  copy of each report,  schedule and  registration
statement,  including the exhibits thereto (but excluding exhibits  incorporated
therein by  reference),  filed by the Company with the  Securities  and Exchange
Commission (the "Commission") since January 1, 1996, which are all the documents
that the Company was  required to file with the  Commission  since that date and
through the date hereof (all of such  documents as amended as of the date hereof
collectively,  the "SEC  Documents").  As of  their  respective  dates,  the SEC
Documents (as amended as of the date hereof) complied as to form in all material
respects with the requirements of the Securities Act or the Securities  Exchange
Act of 1934, as amended (the "Exchange  Act"), as the case may be, and the rules
and  regulations of the Commission  thereunder.  As of their  respective  dates,
except to the extent that  information  contained  therein  has been  revised or
superseded  by a later filed SEC Document,  none of the SEC Documents  contained
any  untrue  statement  of a material  fact or 

<PAGE>

omitted to state a material fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Company included
in the SEC Documents comply as to form in all material  respects with applicable
accounting   requirements  and  the  published  rules  and  regulations  of  the
Commission with respect thereto, have been prepared in accordance with generally
accepted  accounting  principles applied on a consistent basis (except as may be
indicated in the notes thereto or, in the case of the unaudited  statements,  as
permitted  by  Form  10-Q)  and  fairly  present  (subject,  in the  case of the
unaudited  statements,  to normal,  recurring audit  adjustments)  the financial
position  of  the  Company  as of the  dates  thereof  and  the  results  of its
operations and cash flows for the periods then ended.

          Section 2.7.  Accuracy of Information.  The information  regarding the
Company and mmTech provided by the Company to Broadband  specifically for use in
the private  placement  memorandum  prepared by Broadband in connection with its
private  placement of limited  partnership  interests did not, as of the date of
such  information,  contain an untrue  statement  of a material  fact or omit to
state a  material  fact  necessary  in order to make  the  statements  contained
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading.

          Section 2.8. Absence of Certain  Developments.  Except as disclosed in
the SEC Documents or in Schedule 2.8,  since March 31, 1997,  there has not been
any  Material  Adverse  Change.  Except  for the  acquisition  of  mmTech  or as
disclosed  in  the  SEC  Documents,  and  except  for  this  Agreement  and  the
transactions  contemplated  hereby,  since  December  31,  1996 the  Company has
conducted  its business in the ordinary  and usual course  consistent  with past
practices.

          Section 2.9.  Governmental  Authorizations;  Licenses;  Etc. Except as
disclosed in the SEC  Documents or in Schedule  2.9, the business of each of the
Company and mmTech has been operated in compliance with applicable laws,  rules,
regulations,   codes,  ordinances,   orders,  policies  and  guidelines  of  all
governmental  authorities  (excluding  Environmental Laws which are specifically
covered in Section 2.13 hereof), except for violations which, individually or in
the  aggregate,  would  not  result  in a  Material  Adverse  Change.  Except as
disclosed  in the SEC  Documents  or in  Schedule  2.9,  each of the Company and
mmTech  has  all   permits,   licenses,   approvals,   certificates   and  other
authorizations,  and has made all notifications,  registrations,  certifications
and filings with all  governmental  authorities,  necessary or advisable for the
operation  of their  respective  businesses  as currently  conducted.  Except as
disclosed  in the SEC  Documents  or in  Schedule  2.9,  to the  Company's  best
knowledge there is no action,  case or proceeding  pending or overtly threatened
by any governmental  authority with respect to (i) any alleged  violation by the
Company,  mmTech or their  respective  affiliates of any law, rule,  regulation,
code, ordinance,  order, policy or guideline of any governmental  authority,  or
(ii) any alleged failure by the Company,  mmTech or their respective  affiliates
to have any permit,  license,  approval,  certification  or other  authorization
required in connection with the operation of its business.

          Section 2.10. Litigation.  Except as disclosed in the SEC Documents or
in Schedule 2.10, there are no lawsuits, actions, proceedings, claims, orders or
investigations  pending or, to the 

<PAGE>

Company's best knowledge,  overtly  threatened against the Company or mmTech (i)
relating to the Company,  mmTech,  their  respective  businesses  or any product
alleged to have been  manufactured  or sold by either of them,  (ii)  seeking to
enjoin the transactions  contemplated hereby, or (iii) which, individually or in
the  aggregate,  could  reasonably  be expected to result in a Material  Adverse
Change.

          Section 2.11. Undisclosed  Liabilities.  Other than those reflected in
the financial  statements  included in the SEC Documents,  there are no material
liabilities of the Company or mmTech of any kind or nature  whatsoever,  whether
known or unknown, absolute,  accrued, contingent or otherwise, or whether due or
to become  due,  which are  required to be  disclosed  on  financial  statements
prepared in accordance with generally accepted accounting principles, other than
liabilities  incurred in the ordinary  course of business  consistent  with past
practices since March 31, 1997.

          Section  2.12.  Taxes.  Except as disclosed in the SEC Documents or in
Schedule 2.12,  all federal,  state,  county,  local and foreign tax returns and
reports of the  Company  and mmTech  required  to be filed have been duly filed.
Except as  disclosed  in the SEC  Documents  or in Schedule  2.12,  all federal,
state,  county,  local,  foreign  and any other  taxes  (including  all  income,
withholding  and  employment  taxes),   assessments   (including   interest  and
penalties),  fees and other governmental  charges with respect to the employees,
properties,  assets,  income or  franchises  of the Company and mmTech have been
paid or duly provided for, or are being  contested in good faith by  appropriate
proceedings  as  previously  disclosed to the  Purchaser in writing and adequate
reserves  therefor  have  been  established   pursuant  to  generally   accepted
accounting  principles,  or have arisen  after the date  hereof in the  ordinary
course of business.  The Company has consulted with Deloitte & Touche,  LLP, and
upon  their  advice  believes  that  the  issuance  of the  Securities  and  the
Additional  Securities  will not result in any original issue discount under the
Internal  revenue  Code of 1986,  as  amended,  and the  Company  will take that
position in all relevant reports and filings.

          Section 2.13.  Environmental  Matters.  Except as disclosed in the SEC
Documents or in Schedule  2.13, to the Company's best knowledge (i) the business
of each of the  Company and mmTech is being  conducted  in  compliance  with all
applicable  Environmental  Laws,  (ii)  the  real  property  currently  owned or
operated  by  the  Company  or  mmTech  (including,  without  limitation,  soil,
groundwater or surface water on or under the  properties and buildings  thereon)
(the "Affected Property") does not contain any Regulated Substance other than as
permitted under  applicable  Environmental  Laws,  (iii) neither the Company nor
mmTech has received any notice from any governmental  authority that the Company
or mmTech  may be a  "potentially  responsible  party"  (as such term is defined
under the Comprehensive Environmental Response, Compensation and Control Act, 42
U.S.C.  Section  9601, et seq.) in  connection  with any waste  disposal site or
facility  used by the Company or mmTech,  and (iv) the  Company,  mmTech and the
Affected  Property are not presently subject to a suit or judgment arising under
any Environmental Law.

          As used  herein,  "Environmental  Laws" means any  federal,  state and
local law, statute, ordinance, rule, regulation, license, permit, authorization,
approval, consent, court order, 

<PAGE>

judgment,   decree,   injunction,   code,  requirement  or  agreement  with  any
governmental authority, (x) relating to pollution (or the cleanup thereof or the
filing of information with respect  thereto),  human health or the protection of
air, surface water,  ground water,  drinking water supply,  land (including land
surface or subsurface),  plant and animal life or any other natural resource, or
(y)  concerning  exposure  to,  or  the  use,  storage,  recycling,   treatment,
generation,  transportation,   processing,  handling,  labeling,  production  or
disposal  of  Regulated  Substances,  in  each  case  as  amended  and as now or
hereafter in effect.  The term Environmental Law includes,  without  limitation,
(i) the Comprehensive  Environmental  Response Compensation and Liability Act of
1980, the Water  Pollution  Control Act, the Clean Air Act, the Clean Water Act,
the Solid Waste Disposal Act (including the Resource  Conservation  and Recovery
Act of 1976 and the  Hazardous and Solid Waste  Amendments  of 1984),  the Toxic
Substances  Control Act, the  Insecticide,  Fungicide and  Rodenticide  Act, the
Occupational  Safety  and  Health  Act of 1970,  each as  amended  and as now or
hereafter in effect, and (ii) any common law or equitable  doctrine  (including,
without  limitation,  injunctive  relief and tort  doctrines such as negligence,
nuisance,   trespass  and  strict   liability)  that  may  impose  liability  or
obligations  for  injuries  or damages due to or  threatened  as a result of the
presence of, exposure to, or ingestion of, any Regulated Substance.

          As used herein, "Regulated Substances" means pollutants, contaminants,
hazardous  or toxic  substances,  compounds or related  materials or  chemicals,
hazardous materials,  hazardous waste, flammable explosives,  radon, radioactive
materials,   asbestos,   urea  formaldehyde  foam  insulation,   polychlorinated
biphenyls,  petroleum and  petroleum  products  (including,  but not limited to,
waste  petroleum  and  petroleum   products)  as  regulated   under   applicable
Environmental Laws.

          Section  2.14.  Proprietary  Rights.  Except as  disclosed  in the SEC
Documents or in Schedule 2.14, each of the Company and mmTech owns and possesses
all right,  title and  interest in the  patents,  patent  registrations,  patent
applications,   trademarks,   service   marks,   trademark   and  service   mark
registrations and applications therefor,  copyrights,  copyright  registrations,
copyrights applications,  trade names, corporate names, technology,  inventions,
computer software, data and documentation  (including electronic media), product
drawings, trade secrets, know-how, customer lists, processes, other intellectual
property  and  proprietary  information  or  rights  used  in  their  respective
businesses as presently  conducted;  or owns or possesses  permits,  licenses or
other agreements to or from third parties regarding the foregoing (collectively,
the  "Proprietary  Rights").  Except as  disclosed  in the SEC  Documents  or in
Schedule 2.14, to the Company's best knowledge,  there is not pending or overtly
threatened against the Company or mmTech any claim by any third party contesting
the validity,  enforceability, use or ownership of any Proprietary Right. Except
as disclosed in the SEC Documents or in Schedule  2.14,  to the  Company's  best
knowledge,  neither  the  Company  nor  mmTech  has  received  any notice of any
infringement  or  misappropriation  by, or conflict  with,  any third party with
respect to any of the Proprietary Rights.

          Section  2.15.  Books and  Records.  The stock  records of the Company
fairly and accurately  reflect in all material  respects the record ownership of
all of the outstanding  shares of the Company's  capital stock.  The other books
and records of the Company and mmTech, 

<PAGE>

including  financial records and books of account,  are complete and accurate in
all material respects and have been maintained in accordance with sound business
practices.

          Section  2.16.  Brokers.   Except  as  previously   disclosed  to  the
Purchasers, no person is or will be entitled to a broker's, finder's, investment
banker's, financial adviser's or similar fee from the Company in connection with
this Agreement or any of the transactions contemplated hereby.

          Section 2.17.  Use of Proceeds.  The Company will use the net proceeds
of the sale of the Securities and the Additional  Securities (i) to pay interest
due and owing on the Cerberus  Debentures,  the Old Cerberus  Interest Notes and
the Company's 12% Convertible Subordinated  Debentures,  (ii) to pay accrued and
unpaid dividends on the Company's Series A 12% Cumulative Convertible Redeemable
Preferred Stock, and (iii) for working capital and general corporate purposes.

          Section 2.18. Absence of Questionable  Payments.  Neither the Company,
mmTech nor any affiliate,  director, officer, employee, agent, representative or
other  person  acting on  behalf of the  Company  or  mmTech  has:  (i) used any
corporate  or  other  funds  for  unlawful  contributions,  payments,  gifts  or
entertainment,   or  made  any  unlawful   expenditures  relating  to  political
activities to government  officials or others,  or (ii) accepted or received any
unlawful contributions, payments, gifts or expenditures.

          Section  2.19.  Accuracy  of  Representations.  No  representation  or
warranty made by the Company in this Agreement or any document delivered,  or to
be delivered, by or on behalf of the Company pursuant hereto contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements  contained herein or therein not misleading.  There is no fact or
circumstance  that the Company has not  disclosed to the  Purchasers  in writing
that the  Company  presently  believes  has  resulted,  or could  reasonably  be
expected to result, in a Material Adverse Change or could reasonably be expected
to have a material  adverse  effect on the ability of the Company to perform its
obligations under this Agreement.


                                   Article III

                Representations and Warranties of the Purchasers

          The  Purchasers  hereby,  severally  and not  jointly,  represent  and
warrant to the Company as follows:

          Section 3.1. Organization. Each Purchaser that is not an individual is
either a corporation,  limited liability company, general partnership or limited
partnership,  duly  organized,  validly  existing and in good standing under the
laws of the jurisdiction of its organization. Schedule 3.1 hereto sets forth the
type of entity and the  jurisdiction of organization  for each Purchaser that is
not an individual.

<PAGE>

          Except as set forth in Schedule 3.1, each of the Purchasers is a "U.S.
person"  as such term is  defined  in  Section  7701(a)(30)  of the  Code.  Each
Purchaser  that is a U.S.  person has  previously  provided  the Company  with a
completed  Form W-9  certifying  that such  Purchaser  is not subject to back-up
withholding  with respect to amounts  payable to such  Purchaser by the Company.
Each  Purchaser that is not a U.S.  person has  previously  provided the Company
with a  completed  Form W-8  certifying  that such  Purchaser  is not subject to
certain U.S. information return reporting or back-up withholding with respect to
amounts payable to such Purchaser by the Company.

          Section 3.2.  Authorization.  Each Purchaser that is not an individual
has the power and authority (corporate,  limited liability company,  partnership
and other) to execute  and deliver the  Transaction  Documents  to which it is a
party and to perform its obligations hereunder and thereunder, all of which have
been duly authorized by all requisite  corporate,  limited  liability company or
partnership  action.  Each  Purchaser  that is an individual has the capacity to
execute and deliver the Transaction  Documents to which he or she is a party and
to perform his or her obligations hereunder and thereunder. Each such individual
Purchaser is under no impairment or other disability, legal, physical, mental or
otherwise, that would preclude or limit the ability of such Purchaser to perform
his or her obligations  under the Transaction  Documents to which he or she is a
party.  Each  Transaction  Document  to  which  it  is a  party  has  been  duly
authorized, executed and delivered by each Purchaser and constitutes a valid and
binding  agreement of such  Purchaser,  enforceable  against  such  Purchaser in
accordance with its terms.

          Section 3.3.  Access to  Information.  The  Purchasers  have  received
copies of the SEC Documents.  Any Purchaser  formed for the purpose of investing
in the Securities or the Additional  Securities (a "New Purchaser") has provided
copies  of  the  SEC  Documents  to  each  investor  in  such   Purchaser   (the
"Investors").  In  addition,  the  Purchasers  and  their  respective  purchaser
representatives, if any, have had an opportunity to ask questions of and receive
answers  from  representatives  of the Company  concerning  the  business of the
Company,  its condition and  prospects  (financial  and other) and the terms and
conditions of the offering of the Securities and the Additional Securities.

          Section 3.4.  Accredited  Investor.  Each  Purchaser is an "Accredited
Investor"  as such term is defined in Rule 501 of the rules and  regulations  of
the  Commission  promulgated  under the  Securities  Act. No offering or sale of
interests in any Purchaser or any other  security of such  Purchaser was made to
any person,  other than such  "Accredited  Investors."  Schedule 3.4 hereto sets
forth a list of the New Purchasers. Other than such New Purchasers, no Purchaser
was formed for the purpose of investing  in the  Securities  and the  Additional
Securities.

          Section 3.5.  Investment  Intent.  (a) Each Purchaser is acquiring the
Securities,  the Additional  Securities and any Accrued Interest  Debentures for
its own  account  for  investment  only and not for or with a view to  resale or
distribution. No Purchaser has entered into any contract, undertaking, agreement
or  arrangement  with any person to sell,  transfer  or pledge to such person or
anyone else the Securities,  the Additional  Securities or any Accrued  Interest
Debentures  and no Purchaser  has any present  plans or intentions to enter into
any such contract, undertaking, agreement or arrangement.

<PAGE>

          (b) Each Purchaser has the financial ability to bear the economic risk
of losing its entire investment in the Securities, the Additional Securities and
the Accrued  Interest  Debentures,  is prepared to bear the economic risk of its
investment  therein for an indefinite  time and can afford to sustain a complete
loss of its investment therein.

          (c) The overall  commitment of each Purchaser to investments which are
not  readily  marketable  is not  disproportionate  to  its  net  worth,  and an
investment in the Securities, the Additional Securities and the Accrued Interest
Debentures  will not cause such overall  commitment  to become  excessive.  Each
Purchaser's  need for  diversification  in its investment  portfolio will not be
impaired by an investment in the Company.

          (d) Each  Purchaser has adequate  means of  satisfying  its short term
needs for cash and has no present need for  liquidity  which would require it to
sell its Securities,  Additional  Securities or any Accrued Interest Debentures,
or any interest therein.

          (e) Each  Purchaser has  substantial  experience in making  investment
decisions  of this type  and/or is relying on its own  advisors  in making  this
investment decision and, therefore,  either alone or together with its advisors,
has such knowledge and  experience in financial and business  matters that it is
capable of evaluating the merits and risks of an investment in the Company.

          (f) Each Purchaser  understands  that the  Securities,  the Additional
Securities and the Accrued Interest Debentures  constitute restricted securities
within the meaning of Rule 144  promulgated  under the Securities  Act, and that
none  of  the  Securities,  the  Additional  Securities,  the  Accrued  Interest
Debentures or any interest therein,  may be sold except pursuant to an effective
registration  statement under the Securities Act or in a transaction exempt from
registration under the Securities Act, and understands the meaning and effect of
such restriction.

          (g) Each  Purchaser has  considered  and, to the extent such Purchaser
believed such discussion was necessary,  discussed with its professional  legal,
tax and financial  advisers the  suitability of an investment in the Company for
such Purchaser's  particular tax and financial  situation and each Purchaser has
determined  that the  Securities,  the  Additional  Securities  and the  Accrued
Interest Debentures are a suitable investment for it.

          (h) EACH  PURCHASER  UNDERSTANDS  THAT AN INVESTMENT IN THE SECURITIES
BEING  PURCHASED  BY IT  INVOLVES  A HIGH  DEGREE  OF  RISK,  INCLUDING  WITHOUT
LIMITATION, RISKS RELATING TO THE COMPANY'S HISTORY OF LOSSES, RISKS RELATING TO
THE  RECENT  CHANGE IN THE  COMPANY'S  BUSINESS  FOCUS,  RISKS  RELATING  TO THE
COMPANY'S  DEPENDENCE  UPON THE DEVELOPMENT OF NEW MARKETS OF UNCERTAIN SIZE AND
GROWTH  PROSPECTS,  THE  COMPANY'S  DEFAULTS  UNDER  SUBSTANTIALLY  ALL  OF  ITS
INDEBTEDNESS AND OUTSTANDING  PREFERRED STOCK, THE COMPANY'S CONTINUING NEED FOR
ADDITIONAL   CAPITAL,   THE  COMPANY'S  NEED  FOR  LIQUIDITY,   THE  EFFECTS  OF
COMPETITION,  THE 

<PAGE>

COMPANY'S RELIANCE ON KEY PERSONNEL,  THE COMPANY'S DEPENDENCE ON TECHNOLOGY AND
TECHNOLOGICAL   INNOVATION,   THE  EFFECTS  OF  GOVERNMENT   REGULATION  OF  THE
TELECOMMUNICATIONS INDUSTRY, THE RESTRICTIONS ON TRANSFER OF THE SECURITIES, THE
SUBORDINATION PROVISIONS OF THE DEBENTURES,  POTENTIAL CONFLICTS OF INTEREST AND
RELATED PARTY TRANSACTIONS  INVOLVING THE COMPANY AND THE DIRECTORS AND OFFICERS
OF THE COMPANY,  AND RISKS RELATING TO THE SUCCESSFUL EXECUTION OF THE COMPANY'S
BUSINESS AND OPERATING STRATEGY.

          (i) Each New Purchaser  has received  representations  and  warranties
from each  Investor in such New  Purchaser  similar to those  contained  in this
Section 3.5, and such representations and warranties  specifically authorize the
Company to rely thereon.

          (j) The  offer  and sale of  interests  in each New  Purchaser  to the
Investors  therein  did not require  registration  under the  provisions  of the
Securities Act or any applicable  state  securities or "blue sky" laws. Each New
Purchaser  complied in all material respects with the requirements of applicable
state securities or "blue sky" laws with respect to such offer and sale.

          (k) The placement  materials  used by each New Purchaser or its agents
in connection with the offer and sale of interests in such New Purchaser did not
contain an untrue  statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein, in the light of the
circumstances  under which they were made, not  misleading;  provided,  however,
that no representation or warranty is made with respect to information regarding
the  Company  and  mmTech  provided  to any such New  Purchaser  by the  Company
expressly for use in such placement materials.

          Section 3.6.  Financial  Resources.  Each Purchaser has cash or credit
facilities presently available to meet all of its payment obligations hereunder.

          Section 3.7. Brokers.  No person is or will be entitled to a broker's,
finder's,  investment  banker's,  financial  adviser's  or similar  fee from any
Purchaser  in  connection  with  this  Agreement  or  any  of  the  transactions
contemplated hereby.

          Section  3.8.  Accuracy  of  Representations.   No  representation  or
warranty made by the Purchaser in this Agreement or any document  delivered,  or
to be  delivered,  by it or on its behalf  pursuant  hereto  contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements contained herein or therein not misleading.

<PAGE>
                                   Article IV

                    Restrictions on Transfer; Other Covenants

          Section 4.1. Limited Transferability.  The Securities,  the Additional
Securities,  the  Accrued  Interest  Debentures  and the shares of Common  Stock
issuable  upon  the  conversion  of the  Debentures  and  the  Accrued  Interest
Debentures and the exercise of the Warrants (the "Issuable Shares") shall not be
transferable  except in accordance with the provisions of this Article IV, which
provisions  are  intended  to  insure  compliance  with  the  provisions  of the
Securities Act in respect of the transfer of any of such securities.

          Section 4.2.  Restrictive Legend.  Except as otherwise provided in the
Stockholders Agreement, the Debentures,  the Accrued Interest Debentures and any
certificates  or other  instrument  representing  the  Warrants or the  Issuable
Shares shall (unless otherwise permitted by the provisions of Section 4.4 below)
be stamped or otherwise imprinted with the following legend:

          THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE
          SECURITIES  ACT OF 1933, AS AMENDED,  OR THE SECURITIES
          LAWS OF ANY  STATE AND  CANNOT  BE SOLD OR  TRANSFERRED
          UNLESS  AND UNTIL THEY ARE SO  REGISTERED  OR UNLESS AN
          EXEMPTION  UNDER  SUCH  ACT OR LAWS IS  AVAILABLE.  THE
          TRANSFERABILITY  OF THESE SECURITIES IS FURTHER SUBJECT
          TO THE PROVISIONS OF A PURCHASE  AGREEMENT  DATED AS OF
          JULY 29,  1997  AMONG THE  COMPANY  AND THE  PURCHASERS
          NAMED THEREIN.

          For  purposes of this  Article  IV, any  references  to  "Debentures,"
"Accrued Interest Debentures", "Warrants" or "Issuable Shares" shall include any
other securities issued in respect of any of such securities.

          Section 4.3.  Restrictions on Transfer.  (a) Subject to the provisions
of Section 4.4, the Debentures,  the Accrued Interest  Debentures,  the Warrants
and the Issuable Shares shall not be  transferred,  and the Company shall not be
required to register  any transfer  thereof on the books of the Company,  unless
such  transfer  is made  pursuant to an  effective  registration  statement,  in
compliance with Rule 144, or pursuant to another  exemption under the Securities
Act; provided,  however,  that the Company shall not be required to register any
transfer in the event any securities are offered or sold otherwise than pursuant
to an  effective  registration  statement  or  pursuant  to Rule 144  unless the
Company shall have  received an opinion of counsel to the  Purchaser  wishing to
effect such transfer, reasonably satisfactory to the Company, that such transfer
does not require  registration  under the  Securities  Act or  applicable  state
securities  laws.  Notwithstanding  the  foregoing,  any  Purchaser  may  freely
transfer at any time or from time to time the Debentures,  the Accrued  Interest
Debentures, the Warrants and/or the Issuable Shares, or any interest therein, to
any other  Purchaser  or any  general  partner of such  Purchaser,  any 

<PAGE>

limited  partner of such  Purchaser,  any other  fund,  account or other  entity
managed,  directly or indirectly,  by any general  partner of such Purchaser and
the  respective  subsidiaries  and  affiliates of any of the foregoing  (each, a
"Permitted Transferee") without complying with the provisions of this Article IV
(a "Permitted  Transfer") and the Company shall, or shall cause any registrar or
transfer agent to, promptly register any such Permitted Transfer on the books of
the Company;  provided,  however,  that in  connection  with any such  Permitted
Transfer,  the Permitted  Transferees  shall  acknowledge  the  restrictions  on
transferability  under  applicable  law and agree in  writing to be bound by the
provisions of this Article IV.

          (b) In addition to the  restrictions set forth in paragraph (a) above,
for a period of 90 days after purchase (the "Restrictive  Period"), no Purchaser
shall  sell,  assign,  transfer  or  otherwise  dispose of the  Securities,  the
Additional  Securities,  the Accrued Interest Debentures or any interest therein
(a  "Transfer")  (other than a  Permitted  Transfer)  without the prior  written
consent  of the  Company  which  may be  withheld  by the  Company  in its  sole
discretion.  Subject to the restrictions set forth in paragraph (a) above,  from
and after the end of the Restrictive  Period,  a Purchaser may Transfer all or a
portion of its  Securities,  its  Additional  Securities,  its Accrued  Interest
Debentures, or any interest therein, without the consent of the Company.

          Section  4.4.  Lapse  of   Restrictions;   Removal  of  Legends.   The
restrictions  on transfer  set forth in Section 4.3 relating to the Warrants and
the  Issuable  Shares  shall lapse upon the  effectiveness  of the  registration
statement  relating  thereto  which the Company is required to file and maintain
effective  as  specified  therein.  From and  after the  effective  date of such
registration  statement,  the  Purchasers  shall be  entitled  to  exchange  the
Warrants  and any  certificates  representing  Issuable  Shares for  replacement
Warrants or certificates not bearing the restrictive legend set forth in Section
4.2 above.


                                    Article V

                                   [Reserved]


                                   Article VI

                              Deliveries at Closing

          Section 6.1.  Deliveries  by the Company.  At the First  Closing,  the
Company  shall  deliver to the  Purchasers  the  following in form and substance
reasonably satisfactory to the Purchasers' counsel:

          (a) a certificate of the President or a Vice President of the Company,
dated the First  Closing  Date,  to the effect that (i) the person  signing such
certificate  is  familiar  with this  Agreement,  (ii) all  representations  and
warranties made by the Company in this Agreement are true,  correct and complete
in all  material  respects as of the First  Closing,  (iii) the Company has duly
performed or complied  with,  in all material  respects,  all of the  covenants,
obligations  and  

<PAGE>

agreements  to be  performed  or  complied  with by it under  the  terms of this
Agreement on or prior to or at the First  Closing,  and (iv) except as disclosed
pursuant  to this  Agreement,  there  has been no  Material  Adverse  Change  or
prospective  change which could  reasonably  be expected to result in a Material
Adverse Change since March 31, 1997;

          (b) a  certificate  of the  Secretary  or  Assistant  Secretary of the
Company,  dated the First Closing  Date, as to the  incumbency of any officer of
the  Company  executing  this  Agreement  or any  document  related  thereto and
covering such other matters as the Purchasers may reasonably request;

          (c) a certified  copy of the  resolutions  of the  Company's  Board of
Directors authorizing the execution, delivery and consummation of this Agreement
and the transactions contemplated hereby;

          (d) the  Debentures  and  the  Warrants,  duly  executed,  issued  and
delivered by the Company and  registered in the names of the  Purchasers as they
may specify;

          (e) a duly executed counterpart of the Security Agreement;

          (f) a duly executed counterpart of the Stockholders Agreement;

          (g) a duly executed counterpart of the Consulting Agreement; and

          (h) an opinion of Lowenstein,  Sandler,  Kohl, Fisher & Boylan,  P.A.,
counsel to the Company,  covering such matters as the  Purchasers may reasonably
request; and

          (i) such other  documents or instruments as the Purchasers  reasonably
request to effect the transactions contemplated hereby.

          Section 6.2. Deliveries by the Purchasers.  At the First Closing,  the
Purchasers  shall  deliver to the Company the  following  in form and  substance
reasonably satisfactory to the Company's counsel:

          (a) evidence that the Initial Purchase Price has been paid in full;

          (b) a duly executed counterpart of the Stockholders Agreement;

          (c) a duly executed counterpart of the Consulting Agreement; and

          (d) such other  documents  or  instruments  as the Company  reasonably
requests to effect the transactions contemplated hereby.

<PAGE>
                                   ARTICLE VII

                         Survival, Amendment and Waiver

          Section  7.1.  Survival  of   Representations   and  Warranties.   The
representations  and warranties  contained in this Agreement or any  certificate
delivered in connection herewith shall survive the applicable Closing, and shall
apply with respect to claims  asserted in writing  within one year  thereof,  as
applicable.  The  provisions of this Section 7.1 shall not limit any covenant or
agreement of the parties hereto which,  by its terms,  contemplates  performance
after the applicable Closing.

          Section 7.2.  Amendments.  This Agreement (including the provisions of
this  Section  7.2) may not be amended or modified  except by an  instrument  in
writing  signed on behalf of all of the parties  affected by such  amendment  or
modification.

          Section 7.3. Extension;  Waiver. The parties hereto may (i) extend the
time  for  performance  of any of the  obligations  or other  acts of the  other
parties  hereto,   (ii)  waive  any  inaccuracies  in  the  representations  and
warranties  of the other  parties  hereto  contained  herein or in any  document
delivered pursuant hereto, and (iii) waive compliance with any of the agreements
of the other parties  hereto or  satisfaction  of any of the  conditions to such
party's  obligations  contained  herein.  Any  agreement  on the part of a party
hereto to any such  extension  or waiver  shall be valid only if set forth in an
instrument  in writing  signed on behalf of such  party.  The failure of a party
hereto to assert any of its rights  hereunder  shall not  constitute a waiver of
such rights.

                                  ARTICLE VIII

                                  Miscellaneous

          Section 8.1. Notices. All notices,  requests, claims, demands, waivers
and other  communications  hereunder  shall be in writing and shall be deemed to
have been duly given when delivered by hand,  when  delivered by courier,  three
days after being deposited in the mail  (registered or certified  mail,  postage
prepaid,  return receipt requested),  or when received by facsimile transmission
upon receipt of a confirmed transmission report, as follows:

If to the Company:                  50 Orville Drive
                                    Bohemia, New York 11716
                                    Tel:  (516) 784-4110
                                    Fax:  (516) 784-4132
                                    Attention:  Chief Executive Officer

and if to the other  parties at the  address or  facsimile  transmission  number
specified  below its name on the  signature  pages  hereto  (or,  in the case of
Persons who become  parties  hereto  subsequently,  at their last  addresses  or
facsimile  transmission  numbers shown on the record books of the Company).  Any
party  hereto,  by notice given to the other parties  hereto in 

<PAGE>

accordance   with  this   Section  8.1  may  change  the  address  or  facsimile
transmission number to which such notice or other  communications are to be sent
to such party.

          Section 8.2. Expenses. The Company shall pay its own expenses incident
to this Agreement and the transactions contemplated herein. The Company shall be
responsible for and shall pay at the First Closing the fees and disbursements of
counsel to the Purchasers incurred in connection with the negotiation, execution
and  delivery of this  Agreement  and the other  Transaction  Documents  and the
closing of the transactions contemplated hereby and thereby.

          Section 8.3.  Governing Law; Consent to  Jurisdiction.  This Agreement
shall be governed by, and construed in accordance with, the internal laws of the
State of New York,  without  reference to the choice of law principles  thereof.
Each of the parties hereto 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 each party hereto  anywhere in the world by the
same methods as are specified  for the giving of notices  under this  Agreement.
Each of the parties hereto 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. Each party hereto 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.

          Section  8.4.  Assignment;  Successors  and  Assigns;  No Third  Party
Rights. This Agreement may not be assigned by operation of law or otherwise, and
any attempted  assignment shall be null and void;  provided,  however,  that any
Purchaser  may assign this  Agreement  (or any  interest  herein) to one or more
Permitted  Transferees  so long as such Purchaser also assigns to such Permitted
Transferees its rights and obligations under the other Transaction  Documents to
which it is a party.  This  Agreement  shall be  binding  upon and  inure to the
benefit of the parties hereto and their respective heirs, successors,  permitted
assigns and legal representatives.  This Agreement shall be for the sole benefit
of the  parties  to this  Agreement  and  their  respective  heirs,  successors,
permitted assigns and legal  representatives  and is not intended,  nor shall be
construed,  to give  any  Person,  other  than  the  parties  hereto  and  their
respective heirs,  successors,  assigns and legal representatives,  any legal or
equitable right, remedy or claim hereunder.

          Section  8.5.   Counterparts.   This  Agreement  may  be  executed  in
counterparts,  each of which shall be deemed an original  agreement,  but all of
which together shall constitute one and the same instrument.

          Section  8.6.  Titles and  Headings.  The titles and  headings in this
Agreement are for reference  purposes  only, and shall not in any way affect the
meaning or interpretation of this Agreement.

          Section 8.7.  Entire  Agreement.  This  Agreement and the  Transaction
Documents  constitute the entire agreement among the parties with respect to the
matters covered hereby and 

<PAGE>

thereby and supersede all previous written, oral or implied understandings among
them with respect to such matters,  including,  without  limitation,  the letter
agreement, dated March 10, 1997, by and between the Company and MBF and the term
sheet attached thereto.

          Section 8.8. Severability.  The invalidity of any portion hereof shall
not affect the validity, force or effect of the remaining portions hereof. If it
is ever held that any restriction  hereunder is too broad to permit  enforcement
of such restriction to its fullest extent, such restriction shall be enforced to
the maximum extent permitted by law.


          Section  8.9.  No  Strict  Construction.  Each of the  parties  hereto
acknowledge that this Agreement has been prepared jointly by the parties hereto,
and shall not be strictly construed against either party.


          [Remainder of page intentionally left blank]


<PAGE>
          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

                                    LOGIMETRICS, INC.


                                    By:  /s/Charles S. Brand
                                         _______________________________
                                         Name:
                                         Title:


                                    CRAMER ROSENTHAL McGLYNN, INC.


                                    By:  /s/Eugene A. Trainor
                                         _______________________________
                                         Name: Eugene A. Trainor
                                         Title: Chief Financial Officer

                                         520 Madison Avenue
                                         New York, New York 10022
                                         Tel:  (212) 838-3830
                                         Fax:  (212) 644-8291

                                         L.A.D. EQUITY PARTNERS, L.P.

                                         By:  Flint Investments, Inc.
                                              Its General Partner


                                         By:  /s/Arthur J. Pergament
                                              ___________________________
                                              Name: Arthur J. Pergament
                                              Title: Vice President

                                         520 Madison Avenue
                                         New York, New York 10022
                                         Tel:  (212) 838-3830
                                         Fax:  (212) 644-8291

<PAGE>


                                         /s/Gerald B. Cramer
                                         ___________________________________
                                         Gerald B. Cramer

                                         520 Madison Avenue
                                         New York, New York 10022
                                         Tel:  (212) 838-3830
                                         Fax:  (212) 644-8291


                                         /s/Edward J. Rosenthal
                                         ___________________________________
                                         Edward J. Rosenthal, Keogh

                                         520 Madison Avenue
                                         New York, New York 10022
                                         Tel:  (212) 838-3830
                                         Fax:  (212) 644-8291

                                         CRM 1997 ENTERPRISE FUND, LLC

                                         By:  Cramer Rosenthal McGlynn, Inc.,
                                              Its Managing Member


                                         By:  /s/Eugene A. Trainor
                                              _______________________________
                                              Name: Eugene A. Trainor
                                              Title: Chief Financial Officer

                                         520 Madison Avenue
                                         New York, New York 10022
                                         Tel:  (212) 838-3830
                                         Fax:  (212) 644-8291

<PAGE>
                                         CRM PARTNERS, L.P.

                                         By:  CRM Management, Inc.
                                              Its General Partner



                                         By:  /s/Eugene A. Trainor
                                              ____________________________
                                              Name: Eugene A. Trainor
                                              Title:

                                         520 Madison Avenue
                                         New York, New York 10022
                                         Tel:  (212) 838-3830
                                         Fax:  (212) 644-8291

                                         CRM RETIREMENT PARTNERS, L.P.


                                         By:  CRM Management, Inc.
                                              Its General Partner


                                         By:  /s/Eugene A. Trainor
                                              ____________________________
                                              Name: Eugene A. Trainor
                                              Title:

                                         520 Madison Avenue
                                         New York, New York 10022
                                         Tel:  (212) 838-3830
                                         Fax:  (212) 644-8291

<PAGE>
                                         CRM MADISON PARTNERS, L.P.

                                         By:  CRM Management, Inc.
                                              Its General Partner



                                         By:  /s/Eugene A. Trainor
                                              ____________________________
                                              Name: Eugene A. Trainor
                                              Title:

                                         520 Madison Avenue
                                         New York, New York 10022
                                         Tel:  (212) 838-3830
                                         Fax:  (212) 644-8291

                                         CRM U.S. VALUE FUND, LTD.

                                         By:  CRM Management, Inc.
                                              Its General Partner



                                         By:  /s/Eugene A. Trainor
                                              ____________________________
                                              Name: Eugene A. Trainor
                                              Title:

                                         520 Madison Avenue
                                         New York, New York 10022
                                         Tel:  (212) 838-3830
                                         Fax:  (212) 644-8291

<PAGE>
                                         CRM EURYCLEIA PARTNERS, L.P.


                                         By: CRM Eurycleia Investments, LLC,
                                             Its General Partner

                                         By: CRM Management, Inc.,
                                             Its Managing Member



                                         By:  /s/Eugene A. Trainor
                                              ______________________________
                                              Name:  Eugene A. Trainor
                                              Title:


                                         520 Madison Avenue
                                         New York, New York 10022
                                         Tel:  (212) 838-3830
                                         Fax:  (212) 644-8291

                                         A.C. ISRAEL ENTERPRISES, INC.


                                         By:  /s/Jay Howard
                                              _____________________________
                                              Name:  Jay Howard
                                              Title:

                                         520 Madison Avenue
                                         New York, New York 10022
                                         Tel:  (212) 838-3830
                                         Fax:  (212) 644-8291

<PAGE>
                                         CRM-EFO PARTNERS, L.P.

                                         By:  CRM-EFO Investments, LLC,
                                              Its General Partner

                                         By:  CRM Management, Inc.,
                                              Its Managing Member


                                         By:  /s/Eugene A. Trainor
                                              __________________________
                                              Name:  Eugene A. Trainor
                                              Title:


                                         520 Madison Avenue
                                         New York, New York 10022
                                         Tel:  (212) 838-3830
                                         Fax:  (212) 644-8291



                                         ______________________________
                                         Richard S. Fuld, Jr.


                                         By: Cramer Rosenthal McGlynn, Inc.,
                                             Attorney-in-Fact



                                         By: /s/Eugene A. Trainor
                                             ___________________________
                                             Name:  Eugene A. Trainor
                                             Title: Chief Financial 
                                                    Officer

                                         520 Madison Avenue
                                         New York, New York 10022
                                         Tel:  (212) 838-3830
                                         Fax:  (212) 644-8291

<PAGE>
                                        PAMELA EQUITIES CORP.


                                        By:  /s/ Gregory Manocherian
                                             _________________________
                                             Name:
                                             Title:

                                        3 New York Plaza
                                        18th Floor
                                        New York, New York 10004
                                        Tel:  (212) 837-4829
                                        Fax:  (212) 837-4938

                                        WHITEHALL PROPERTIES, LLC



                                        By:  /s/Gregory Manocherian
                                             ________________________
                                             Name:
                                             Title: Manager

                                        3 New York Plaza
                                        18th Floor
                                        New York, New York 10004
                                        Tel:  (212) 837-4829
                                        Fax:  (212) 837-4938


                                        KABUKI PARTNERS ADP, GP


                                        By:  /s/Gregory Manocherian
                                             ___________________________
                                             Name:
                                             Title:  General Partner

                                        3 New York Plaza
                                        18th Floor
                                        New York, New York 10004
                                        Tel:  (212) 837-4829
                                        Fax:  (212) 837-4938


<PAGE>
                                        MBF CAPITAL CORP.



                                        By:  /s/Mark B. Fisher
                                             ________________________
                                             Name:  Mark B. Fisher
                                             Title:  President

                                        12 East 49th Street
                                        35th Floor
                                        New York, New York 10017
                                        Telephone:  (212) 339-2861
                                        Facsimile:  (212) 339-2834

                                        MBF BROADBAND SYSTEMS, L.P.

                                        By: MBF Broadband Systems, Inc.,
                                            Its General Partner


                                        By:  /s/Mark B. Fisher
                                             ________________________
                                             Name:  Mark B. Fisher
                                             Title:  President

                                        12 East 49th Street
                                        35th Floor
                                        New York, New York 10017
                                        Telephone:  (212) 339-2861
                                        Facsimile:  (212) 339-2834


                                        PHINEAS BROADBAND SYSTEMS, L.P.


                                        By: MBF Broadband Systems, Inc.,
                                            Its General Partner


                                        By:  /s/Mark B. Fisher
                                             ________________________
                                             Name:  Mark B. Fisher
                                             Title:  President

                                        12 East 49th Street
                                        35th Floor
                                        New York, New York 10017
                                        Telephone:  (212) 339-2861
                                        Facsimile:  (212) 339-2834

<PAGE>
                                        /s/Mark B. Fisher
                                        _____________________________
                                        Mark B. Fisher

                                        12 East 49th Street
                                        35th Floor
                                        New York, New York 10017
                                        Telephone:  (212) 339-2861
                                        Facsimile:  (212) 339-2834

                                        McGLYNN FAMILY PARTNERSHIP


                                        By:  /s/Ronald H. McGlynn
                                             _______________________________
                                             Name:  Ronald H. McGlynn
                                             Title:  General Partner

                                        520 Madison Avenue
                                        New York, New York 10022
                                        Tel:  (212) 838-3830
                                        Fax:  (212) 644-8291



                                        /s/Fred M. Filoon
                                        _____________________________
                                        Fred M. Filoon

    
                                        520 Madison Avenue
                                        New York, New York 10022
                                        Tel:  (212) 838-3830
                                        Fax:  (212) 644-8291



                                        /s/Euguene A. Trainor
                                        _____________________________
                                        Eugene A. Trainor

                                        520 Madison Avenue
                                        New York, New York 10022
                                        Tel:  (212) 838-3830
                                        Fax:  (212) 644-8291

<PAGE>

                              [SCHEDULES OMITTED]


<PAGE>

                                                                       EXHIBIT A


                               FORM OF DEBENTURE

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE AND CANNOT BE SOLD OR TRANSFERRED
UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION UNDER SUCH ACT OR
LAWS IS AVAILABLE. THE TRANSFERABILITY OF THESE SECURITIES IS FURTHER SUBJECT TO
THE  PROVISIONS  OF A PURCHASE  AGREEMENT  DATED AS OF  JULY 29,  1997 AMONG THE
COMPANY AND THE PURCHASERS NAMED THEREIN.


                         CLASS A 13% CONVERTIBLE SENIOR
                   SUBORDINATED PAY-IN-KIND DEBENTURE DUE 1999

                               [Date of Issuance]


          LOGIMETRICS,  INC., a Delaware  corporation  (the  "Company"),  hereby
promises to pay to the order of [name of purchaser]  (together  with its, his or
her   successors   and  assigns,   the  "Holder")   the   principal   amount  of
_____________________  Dollars  ($______________)in  lawful  money of the United
States,  together  with  interest  thereon  calculated  from the date hereof and
payable in accordance with the provisions of this debenture ("Debenture").

          By accepting this Debenture, the Holder agrees that the obligations of
the Company to the Holder under this Debenture shall be subordinated only to the
Senior  Debt (as  hereinafter  defined) of the  Company,  all upon the terms set
forth in paragraph 4 hereof.

          This  Debenture  may be  surrendered  for  transfer or exchange by the
Holder  hereof  upon  surrender  of this  Debenture,  together  with a  properly
completed bond power or other instrument of transfer, and any required signature
guarantees,  at the office of the Company  set forth in Section 11 hereof.  Upon
proper surrender,  the Company shall issue one or more replacement Debentures of
like tenor  registered  in the names and in the  denominations  requested by the
surrendering Holder and dated the date of issuance thereof;  provided,  however,
that (i) appropriate  adjustments shall be made to reflect the date of issue and
principal  amount  of  each  such  replacement  Debenture,  (ii)  the  aggregate
principal amount of all Debentures,  excluding  Accrued Interest  Debentures (as
defined below), shall be limited to $3,583,333,  and (iii) no Debenture shall be
issued in a principal  amount of less than $50,000  unless in connection  with a
transfer resulting from the complete  liquidation of the original Holder of this
Debenture. All Debentures shall rank pari passu.

          1. Payment of Interest. Subject to subparagraph 6(c)(xviii)(C) hereof,
interest will accrue from the date hereof at the rate of thirteen  percent (13%)
per annum on the unpaid principal amount of this Debenture outstanding from time
to time on the basis of a 360-day  year for the actual  number of days  elapsed.
Subject to  paragraph 4  hereof,  the Company will pay to the Holder all accrued
and unpaid interest on this Debenture on [first interest  payment date following
the issuance  date] and  quarterly  thereafter,  in arrears,  on the 15th day of
[January],  the

<PAGE>

15th day of [April], the 15th day of [July] and the 15th day of [October] (each,
an  "Interest  Payment  Date")  to and  including  the  earlier  to occur of the
Conversion Date  (hereinafter  defined) or the Due Date  (hereinafter  defined).
Interest  will accrue at the greater of the Default Rate  (hereinafter  defined)
and the rate of fifteen  percent (15%) per annum on any  principal  payment past
due under this Debenture and, unless  prohibited under applicable law (and if so
prohibited then only to the extent not so prohibited), on any interest which has
not been paid on the date on which it is due and payable  (without giving effect
to any  applicable  grace  periods  or  paragraph  4 hereof)  until such time as
payment therefor is actually delivered to the Holder.

          On each  Interest  Payment  Date other  than the Due Date (as  defined
below),  in payment  of the  interest  due on this  Debenture  on such  Interest
Payment Date,  the Company  shall deliver to the Holder of this  Debenture a new
Debenture  (an "Accrued  Interest  Debenture"),  in the form of this  Debenture,
dated such  Interest  Payment  Date (and  bearing  interest  from such  Interest
Payment Date) and having a principal amount corresponding to the interest due on
this Debenture on such Interest Payment Date. On the Due Date, in payment of the
interest due on this Debenture on such date,  the Company shall deliver,  at the
option of the  Holder,  either  (a) a cash  payment in such  amount,  or (b) the
number of shares of Common  Stock,  par value $.01 per share  ("Common  Stock"),
into which Accrued Interest Debentures would be convertible  pursuant to Section
6 hereof if Accrued Interest Debentures had been issued to the Holder on the Due
Date in payment of such  interest  and such  Accrued  Interest  Debentures  were
converted  by the Holder  immediately  thereafter.  Unless the Holder  gives the
Company  not less than 10 days'  prior  written  notice of the  exercise of such
option,  the  Holder  shall be deemed to have  irrevocably  elected  to  receive
payment  of such  interest  in cash on the Due  Date.  Any  exercise  or  deemed
exercise  of such  option  shall be  binding  on any  subsequent  Holder of this
Debenture.

          2. Payment of Principal on Debenture.

               (a)  Scheduled  Payments.  The Company  will repay the  principal
amount of this Debenture on [two years from date of issue] [date] ("Due Date").

               (b) Optional  Prepayment.  At any time after nine months from the
date hereof,  provided that the Registration  Statement (hereinafter defined) is
effective  and  available  for  sales  of  Registrable  Securities  (hereinafter
defined)  thereunder,  the Company  may at any time  hereafter  prepay,  without
premium or  penalty,  all (but not less than all) of the  outstanding  principal
amount of the  Debentures  (including,  for this purpose,  the Accrued  Interest
Debentures),  together with interest  accrued on such prepaid amount to the date
of payment; provided (i) the average closing price of the Company's Common Stock
on days the Common Stock traded during the 120-day period immediately  preceding
the date of the notice provided for in paragraph (c) hereinbelow shall have been
not less than $5.00,  and (ii) the closing price of the Common Stock for each of
the 30 trading  days  immediately  preceding  the date of such notice shall have
been not  less  than  $5.00,  adjusted  in each  case for  stock  splits,  stock
dividends or other similar transactions affecting the price of the Common Stock.
All such prepayments shall be applied pro rata to all of the Debentures.  At the
option of the  Holder,  interest  accrued on the  prepaid  amount to the date of
payment  shall be paid either (a) in cash or (b) by the  issuance by the Company
to

<PAGE>

the  Holder of shares of Common  Stock into which  Accrued  Interest  Debentures
would be convertible pursuant to Section 6 hereof if Accrued Interest Debentures
had been issued to the Holder on such date in payment of such  interest and such
Accrued Interest Debentures were converted by the Holder immediately thereafter.
Unless the Holder gives the Company not less than 10 days' prior written  notice
of the exercise of such option,  the Holder shall be deemed to have  irrevocably
elected to receive  payment of such  interest  in cash.  Any  exercise or deemed
exercise  of such  option  shall be  binding  on any  subsequent  Holder of this
Debenture.

               (c) Notice of Prepayment. The Company will give written notice of
its election to prepay this  Debenture to the Holder in person or by  registered
or certified mail, return receipt  requested,  at least thirty (30) and not more
than  forty-five  (45)  days  prior  to the date of  prepayment.  On the date of
prepayment  specified in the Company's  notice,  the Company will deliver to the
Holder of this  Debenture in person or by registered or certified  mail,  return
receipt  requested,  a cashier's or certified  check for the entire  outstanding
principal  amount being  prepaid,  together  with all accrued  interest  thereon
through the date of prepayment.

          3. Intentionally Omitted.

          4.  Subordination.   The  Company's  payment,   whether  voluntary  or
involuntary,  whether in cash, property,  securities or otherwise and whether by
application  of  offset  or  otherwise  (hereinafter  "Payment")  of  any of its
obligations  under this Debenture,  other than the issuance of Accrued  Interest
Debentures, shall be subject to the following restrictions:

               (a)  Subordination to Senior Debt.  Anything in this Debenture to
the contrary  notwithstanding,  the obligations of the Company in respect of the
principal of and interest  (including  any premium or penalty) on this Debenture
and any other amounts due under this Debenture (the  "Subordinated  Debt") shall
be subordinate  and junior in right of payment,  to the extent and in the manner
hereinafter set forth, to the Senior Debt. "Senior Debt", when used with respect
to the Company, means (i) the Company's indebtedness to North Fork Bank ("Bank")
under (A) that certain  $640,000.04  Restated and Amended Term Loan Note,  dated
April 25,  1997,  and (B) that  certain  $2,200,000  Sixth  Restated and Amended
Revolving  Credit  Note,  dated  April 25,  1997,  in each case,  together  with
interest  thereon  and  (ii)  renewals,  extensions,  refinancings,   deferrals,
restructurings,  amendments,  modifications  and  waivers  of  the  indebtedness
described in clause (i) above.

               (b)  Default on Senior  Debt.  So long as the Senior Debt has not
been paid in full, if there shall occur a default in the payment when due of any
amount  due and owing on account of Senior  Debt (any of the  foregoing  being a
"Senior  Debt  Default")  then,  from and after the  receipt of  written  notice
thereof from the holder of Senior Debt unless and until such Senior Debt Default
shall have been  remedied or waived the Company will not make any Payment on any
Subordinated  Debt,  and the  Holders of  Subordinated  Debt will not receive or
accept any direct or indirect  Payment in respect  thereof,  and the Company may
not redeem or otherwise acquire any Subordinated Debt.

<PAGE>
               (c) Changes in Senior Debt. Any holder of Senior Debt may, at any
time and from time to time, without the consent of, or notice to, the Holder and
without  incurring  responsibility  to the  Holder,  and  without  impairing  or
releasing the obligations of the Holder hereunder:

               (i)  Change  the  manner,  place or terms of payment or change or
          extend the time of payment of or renew or alter the Senior Debt or any
          portion thereof;  provided,  however, that without the written consent
          of the Majority Holders (hereinafter  defined) the principal amount of
          and interest rate  applicable from time to time to Senior Debt may not
          be increased  (other than  pursuant to the terms of the Senior Debt as
          such terms existed on the date of issuance hereof);

               (ii)  Sell,   exchange,   release  or  otherwise  deal  with  any
          collateral   securing  the  Senior  Debt  or  any  other  property  by
          whomsoever  at any time  pledged or  mortgaged  to secure,  or however
          securing, the Senior Debt or any portion thereof; and

               (iii) Apply any sums by  whomsoever  paid or however  released to
          the Senior Debt or any portion thereof.

               (d) Consent to Senior Debt. By acceptance of this Debenture,  the
Holder hereby consents to the making of Senior Debt and hereby acknowledges that
each current and future holder of Senior Debt has relied, and in the future will
rely, upon the terms of this Debenture. The holders of Senior Debt shall have no
liability to the Holder and the Holder hereby waives any claim which it may have
now or  hereafter  against  any holder of Senior Debt  arising  from any and all
actions  which any holder of Senior  Debt may take or omit to take in good faith
with regard to the Senior Debt or its rights or obligations hereunder.

               (e)  Payments in Trust.  Until the Senior Debt has been repaid in
full, in the event the Holder shall receive any Payment in  contravention of the
provisions  of  this   paragraph 4   including,   Payments   arising  under  the
subordination  provisions of any other  indebtedness of the Company,  the Holder
shall hold all such Payments so received in trust for the holders of Senior Debt
and shall forthwith turn over all such Payments to the holders of Senior Debt in
the form  received  (except for the  endorsement  or assignment of the Holder as
necessary,  without recourse or warranty) to be applied to payment of the Senior
Debt whether or not then due and  payable.  Any Payment so received in trust and
turned  over to the  holders  of Senior  Debt  shall not be deemed a Payment  in
satisfaction of the Subordinated Debt by the Company.

               (f) Payment in full of Senior Debt;  Subrogation.  If any Payment
to which a Holder of  Subordinated  Debt would  otherwise have been entitled but
for the provisions of this paragraph 4 shall have been applied,  pursuant to the
provisions of this paragraph 4,  to the payment of Senior Debt, then and in such
case, the Holder of the Subordinated  Debt (i) shall be entitled to receive from
the holders of Senior Debt at the time outstanding any payments or distributions
received by such  holders of Senior Debt in excess of the amount  sufficient  to
pay all  Senior  Debt  in cash in full  (whether  or not  then  due),  and  (ii)
following  payment of the Senior 

<PAGE>

Debt in full,  shall be subrogated to any right of the holders of Senior Debt to
receive any and all further payments or distributions applicable to Senior Debt,
until all the  Subordinated  Debt shall have been paid in full. If the Holder of
the Subordinated Debt shall have been subrogated to the rights of the holders of
Senior Debt due to the operation of this  paragraph 4(f),  the Company agrees to
take all  such  reasonable  actions  as are  requested  by such  Holders  of the
Subordinated  Debt in order to cause such Holders to be able to obtain  payments
from the Company with respect to such subrogation rights as soon as possible.

               (g) No Impairment of the Company's Obligations. Nothing contained
in this  paragraph 4,  as between the Company and the Holder of this  Debenture,
shall impair the obligation of the Company, which is absolute and unconditional,
to pay to the Holder the principal of and interest on this Debenture as and when
the same shall become due and payable in accordance with the terms hereof.

               (h) Advances in Reliance.  The Holder of this  Debenture,  by its
acceptance hereof,  agrees that each holder of Senior Debt has advanced funds or
may in the  future  advance  funds in  reliance  upon the terms  and  conditions
hereof.

               (i)  Non-Waiver of Rights.  No right of any holder of Senior Debt
to enforce its right of  subordination  as herein  provided shall at any time in
any way be  prejudiced  or  impaired by any act or failure to act on the part of
the  Company,  or by any act or  failure  to act by any such  holder,  or by any
non-compliance  by the Company with the terms,  provisions and covenants of this
Debenture,  regardless of any  knowledge  thereof any such holder may have or be
otherwise charged with.

               (j)  Recaptured  Payments.  Any Payments  received by a holder of
Senior  Debt  from the  Company  or the  Holder  which,  in  connection  with an
Insolvency Event or Proceeding (hereinafter defined), is required to be remitted
to the payor or the bankrupt estate shall not be deemed a Payment to such holder
of Senior Debt for all purposes hereunder.

          5.  Security.  The  obligations  of the  Company to the Holder of this
Debenture  (including the obligation to pay the Accrued Interest Debentures when
due) are secured by certain Collateral to the extent provided in the Amended and
Restated Security Agreement,  dated as of March 7, 1996, as amended and restated
as of July 29,  1997  ("Security  Agreement"),  made by the  Company in favor of
Holders of the  Debentures.  In  addition  to all rights and  remedies  provided
herein,  Holders of the Debentures are entitled to the benefits  provided in the
Security Agreement. By accepting this Debenture,  the Holder hereof agrees to be
bound by the terms of the Security Agreement.

          6. Conversion Rights.

               (a) The Holder of this  Debenture has the right (the  "Conversion
Right"),  exercisable  at his,  her or its option at any time  during  which the
principal  amount of this Debenture is  outstanding,  to convert this Debenture,
but only in whole,  into  _____________ 

<PAGE>


(___________)   shares  of  Common  Stock,  subject  to  adjustment  in  certain
circumstances as provided herein.

               (b) The Conversion  Right is  exercisable  upon surrender of this
Debenture,  together with a conversion  notice,  in the form attached  hereto as
Exhibit A, duly executed and completed, evidencing the election of the Holder to
exercise the Conversion  Right, at the Company's  principal office at 50 Orville
Drive,  Bohemia,  New York 11716.  The registered  owner of this Debenture shall
become the record holder of the shares of Common Stock issuable upon  conversion
as of the date of exercise of the Conversion Right (the "Conversion  Date"). The
shares  issued in  connection  with the  Conversion  Right  shall be  registered
initially in the name of the Holder,  and  delivered to the Holder no later than
two (2) business days after receipt of a properly  completed  conversion notice.
Upon conversion, the Company shall pay to the Holder accrued but unpaid interest
on this  Debenture up to, but excluding,  the Conversion  Date. At the option of
the Holder, such accrued but unpaid interest shall be paid either (a) in cash or
(b) by the  issuance by the Company to the Holder of shares of Common Stock into
which Accrued  Interest  Debentures  would be convertible  pursuant to Section 6
hereof if Accrued Interest Debentures had been issued to the Holder on such date
in payment of such interest and such Accrued Interest  Debentures were converted
by the Holder  immediately  thereafter.  Unless the Holder gives the Company not
less than 10 days' prior  written  notice of the  exercise of such  option,  the
Holder shall be deemed to have  irrevocably  elected to receive  payment of such
interest  in cash.  Any  exercise or deemed  exercise  of such  option  shall be
binding on any subsequent Holder of this Debenture.

               (c) In case,  at any time or from time to time  after the date of
issuance of this Debenture  ("Issuance  Date"),  the Company shall issue or sell
shares of its Common  Stock  (other  than any  Common  Stock  issuable  upon the
exercise or conversion of (i) the Debentures (and any  replacement  Debenture or
Debentures issued upon transfer or exchange of this Debenture), (ii) any Accrued
Interest  Debentures (and any replacement  Accrued Interest Debenture or Accrued
Interest  Debentures  issued upon  transfer or exchange of the Accrued  Interest
Debentures),  (iii) the Company's  Amended and Restated Class B 13%  Convertible
Senior Subordinated  Pay-in-Kind  Debentures due 1999 (the "Class B Debentures")
(and any  replacement  Class B  Debenture  or  Class B  Debentures  issued  upon
transfer or exchange of the Class B Debentures),  (iv) any additional securities
issued in lieu of cash interest otherwise payable on the Class B Debentures (the
"Class B Accrued  Interest  Debentures")  (and any  replacement  Class B Accrued
Interest  Debenture or Class B Accrued Interest  Debentures issued upon transfer
or  exchange  of the  Class  B  Accrued  Interest  Debentures),  (v)  securities
outstanding on the date hereof, (vi) awards made pursuant to the Company's Stock
Compensation  Program (the "Plan"),  (vii) awards made pursuant to any incentive
compensation plan or arrangement approved by the Company's Board of Directors or
by the  Compensation  Committee of the Company's Board of Directors,  (viii) the
Company's Series G Warrants,  (ix) the Company's  Series H Warrants,  or (x) the
Company's  Series I  Warrants)  (such  securities,  collectively,  the  "Subject
Securities")  for a  consideration  per share less than $.52 per share ("Trigger
Price"),  or, if a Pro Forma Adjusted Trigger Price (hereinafter  defined) shall
be in effect as provided  below in this  paragraph (c),  then less than such Pro
Forma Adjusted Trigger Price per share, then and in each such case the Holder of
this Debenture,  upon the conversion hereof as provided in paragraph (a) hereof,
shall be entitled to 

<PAGE>

receive,  in lieu of the shares of Common Stock theretofore  receivable upon the
conversion of this Debenture,  a number of shares of Common Stock  determined by
(a) dividing the Trigger Price by a Pro Forma  Adjusted  Trigger Price per share
to be computed as provided below in this paragraph (c),  and (b) multiplying the
resulting  quotient  by the  number of shares of Common  Stock  into  which this
Debenture is then  convertible.  A Pro Forma  Adjusted  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  Adjusted
          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 (c):

               (i) In case the Company  splits its Common Stock or 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.

               (ii) 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  Adjusted  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,
      
<PAGE>

          payable  to  the  Company,  or in  the  rate  of  exchange,  upon  the
          conversion or exchange  thereof,  the Pro Forma Adjusted 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  Adjusted  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.

               (iii) 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  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  Adjusted  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 Adjusted 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 Adjusted
          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.

               (iv) In case the  Company  shall  grant any  rights or options to
          subscribe for,  purchase or otherwise acquire  Convertible  Securities
          other than the Subject Securities,  such Convertible  Securities shall
          be deemed, for the purposes of 

<PAGE>

          subparagraph (iii)  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  Adjusted  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.

               (v) In case any shares of stock or other  securities,  other than
          Common Stock of the Company,  shall at any time be receivable upon the
          conversion of this  Debenture,  and in case any  additional  shares of
          such stock or any  additional  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 Debenture, then and
          in each such case the Pro Forma Adjusted Trigger Price per share shall
          forthwith be adjusted,  substantially in the manner provided for above
          in this  paragraph (c),  so as to protect the Holder of this Debenture
          against the effect of such dilution.

               (vi) 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.

               (vii)  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 and other  assets) then,  for the purpose of this
          paragraph (c),  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 

<PAGE>

          both, the Board of Directors of the Company shall  promptly  determine
          in good  faith 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  (vii),  it will,  not less than seven (7) days after any
          and each such determination, deliver to the Holder of this Debenture 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  Convertible
          Securities,  rights or  options  which  have been or are to be issued,
          including their number, amount and terms.

               (viii) 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.

               (ix) 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.

               (x) Following  each  computation or  readjustment  of a Pro Forma
          Adjusted  Trigger Price as provided in this  paragraph (c),  the newly
          computed or adjusted Pro Forma Adjusted  Trigger Price shall remain in
          effect until a further computation or readjustment thereof is required
          by this paragraph (c).

               (xi) 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  Debenture)  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;

<PAGE>

                    (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 this  paragraph (c)),  then in each case the Holder
of this  Debenture,  upon the  conversion  hereof as provided  in  paragraph (a)
hereof, shall be entitled to receive, in lieu of, or in addition to, as the case
may be, the shares theretofore receivable upon the conversion of this Debenture,
the amount of stock or other securities or property (including cash in the cases
referred  to in clauses (B) and (C) above)  which such Holder  would hold on the
date of such  exercise  if, on the  Issuance  Date,  he,  she or it had been the
holder of record of the  number of shares of Common  Stock of the  Company  into
which this Debenture is convertible and had  thereafter,  during the period from
the Issuance Date to and including  the date of such  conversion,  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, her or it as aforesaid  during such period,  giving effect to
all adjustments  called for during such period by paragraph (c) and subparagraph
(xii) hereof.

               (xii) 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  conversion  of this  Debenture)  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 the  Holder  of this  Debenture,  upon the
          conversion  hereof as provided in  paragraph (a)  hereof,  at any time
          after the consummation of such reorganization,  consolidation,  merger
          or  conveyance,  shall  be  entitled  to  receive  the  stock or other
          securities  or property to which such Holder would have been  entitled
          upon such  consummation  if such Holder had converted  this  Debenture
          immediately  prior  thereto,  all  subject to further  adjustments  as
          provided for herein;  in each such case,  the terms of this  Debenture
          shall be  applicable  to the  shares of stock or other  securities  or
          property  receivable  upon the conversion of this Debenture after such
          consummation.

               (xiii) 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  Debenture,  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  the  rights  of the  Holder  hereof
          against dilution or other impairment.  Without limiting the generality
          of the  foregoing,  the Company will not increase the par value of any
          shares of 

<PAGE>

          stock  receivable  upon the  conversion  of this  Debenture  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 conversion of this Debenture.

               (xiv) In each case of an  adjustment  in the  number of shares of
          Common Stock or other stock,  securities or property receivable on the
          conversion  of this  Debenture,  at the  request of the Holder of this
          Debenture 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 Debenture
          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 Adjusted
          Trigger  Price.  The Company will  forthwith  mail a copy of each such
          certificate to the Holder of this Debenture.

               (xv) 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  conversion  of  this  Debenture)  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 the
Holder of this Debenture 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 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 Debenture)  shall be entitled to 

<PAGE>

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  are to be offered,  issued or  granted.  Such notice
shall be mailed at least thirty (30) days prior to the date therein specified.

               (xvi) The Company will at all times  reserve and keep  available,
          solely for issuance and delivery upon the conversion of this Debenture
          and other  similar  Debentures,  such shares of Common Stock and other
          stock,  securities and property as from time to time shall be issuable
          upon the exercise of this  Debenture and all other similar  Debentures
          at the time outstanding.

               (xvii) Upon receipt of evidence  reasonably  satisfactory  to the
          Company  of  the  loss,  theft,  destruction  or  mutilation  of  this
          Debenture  and (in the  case  of  loss,  theft  or  destruction)  upon
          delivery  of  an   indemnity   agreement   in  an  amount   reasonably
          satisfactory to it, or (in the case of mutilation)  upon surrender and
          cancellation  thereof,  the Company will issue, in lieu thereof, a new
          Debenture of like tenor.

               (xviii)  (A) On or  prior  to [90 days  after  date of  issuance]
          [date], the Company will file a registration statement  ("Registration
          Statement")  with  the  Securities  and  Exchange  Commission  ("SEC")
          covering the shares of Common Stock  issuable  upon  conversion of the
          Debentures  and any Accrued  Interest  Debentures  (and  covering such
          other   securities  as  the  Company  shall   determine  in  its  sole
          discretion) (collectively "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 until the earlier of (i) seven years
          from the date it is declared effective by the SEC, or (ii) the sale of
          all of the Registrable Securities.

                    (B)  The  following   provisions   shall  be  applicable  to
          the Registration Statement:

                         (aa) 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
                    the request of the Holder,  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 the Holder to permit the Holder to
                    make a public  distribution  of its, his or her  Registrable
                    Securities;   provided,  however,  

<PAGE>

                    that by accepting  this  Debenture,  the Holder  agrees,  if
                    requested by the managing  underwriter(s) in connection with
                    an  underwritten  public  offering of the  Company's  equity
                    securities,  to enter into a customary  agreement  with such
                    managing  underwriter(s)  not to offer for sale or sell its,
                    his or her  Registrable  Securities for up to 180 days after
                    such offering.  The Company will use its reasonable  efforts
                    to  qualify  the  Registrable  Securities  for  sale in such
                    states  as  the  holder  of  Registrable   Securities  shall
                    reasonably request, provided that no such qualification will
                    be 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 the
                    Holder's Registrable Securities are expressly conditioned on
                    the  Holder's  furnishing  to the Company  such  appropriate
                    information  concerning the Holder, the Holder's Registrable
                    Securities  and the terms of the  Holder's  offering of such
                    Registrable   Securities  as  the  Company  may   reasonably
                    request.

                         (bb) The  Company  shall pay all  expenses  incurred in
                    complying with the provisions of this subparagraph  (xviii),
                    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
                    counsel  for the  Holder,  if any,  in each case  arising in
                    connection with  registration of the Registrable  Securities
                    shall be payable by the Holder.

                         (cc)  In  connection  with  the   registration  of  the
                    Registrable   Securities   pursuant  to  this   subparagraph
                    (xviii),  the Company shall  indemnify and hold harmless the
                    Holder,  its  affiliates,   officers,  directors,  partners,
                    employees, 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"),  any  person  deemed  to be  an  underwriter  of  the
                    Registrable Securities 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 

<PAGE>

                    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,  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 the Holder.

                         (dd) The Holder 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 or on behalf of the
                    Holder for use in  connection  with the  preparation  of the
                    Registration  Statement or such  prospectus  or amendment or
                    supplement thereof.

                         (ee) The  reimbursements  required by clauses  (cc) and
                    (dd) 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  party receives  periodic  payments for
                    legal  or  other   expenses   during   the   course   of  an
                    investigation  or  defense,   and  such  party  subsequently
                    received  payments for such  expenses from any other parties
                    to the  proceeding,  such  payments  shall  be  used  by the
                    indemnified  party to reimburse the  indemnifying  party for
                    such periodic  payments.  Any party which proposes to assert
                    the right to be indemnified  under clause (cc) or (dd) will,
                    promptly  after  receipt  of notice 

<PAGE>

                    of  commencement of any action,  suit or proceeding  against
                    such party in respect of which a claim is to be made against
                    any   indemnified   party   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  party  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  party 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   satisfactory   to  such
                    indemnified  party,  and after notice from the  indemnifying
                    party to such indemnified party of its election so to assume
                    the defense  thereof,  the  indemnifying  party shall not be
                    liable  to such  indemnified  party  for any  legal or other
                    expense,   other  than  reasonable  costs  of  investigation
                    subsequently   incurred   by  such   indemnified   party  in
                    connection with the defense thereof.  The indemnified  party
                    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  party, when and
                    as incurred,  unless (A) the  employment  of counsel by such
                    indemnified  party has been  authorized by the  indemnifying
                    party,  (B) the indemnified  party 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 party shall have reasonably concluded (based
                    on advice  of  counsel)  that  there  may be a  conflict  of
                    interest between the indemnifying  party and the indemnified
                    party 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  party), 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, which shall not be unreasonably withheld.

                         (ff)  If  the  indemnification  provided  for  in  this
                    subparagraph (xviii) is unavailable to any indemnified party
                    hereunder  in  respect  of  any  losses,  claims,   damages,
                    liabilities  or  expenses  referred  to  therein,  then  the
                    indemnifying party, in lieu of indemnifying such indemnified
                    party,  shall  contribute  to the amount  paid or payable by
                    such indemnified  party 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  

<PAGE>

                    party and indemnified parties 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   parties  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 parties,
                    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.

                         (gg) The Company and the Holder agree that it would not
                    be just and  equitable  if  contribution  pursuant to clause
                    (ff) 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 the contribution obligation of the
                    Holder  be  greater  in  amount  than the  excess of (A) the
                    dollar  amount of net  proceeds  received by the Holder upon
                    the sale of the securities  giving rise to such contribution
                    obligation  over (B) the dollar  amount of any damages  that
                    the Holder has  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.

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

                         (ii)  The  Holder,  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,   shall
                    promptly discontinue the sale of his, her or its Registrable
                    Securities   until  the   Holder   receives   a  copy  of  a
                    supplemented or amended  prospectus from the Company,  which
                    the Company shall provide as soon as practicable  after such
                    notice.

<PAGE>

                    (C) In the event (a) the Registration Statement is not filed
          by the  Company  with  the  SEC on or  prior  to  [the  ninetieth  day
          following the date of issuance hereof] [date], or (b) the Registration
          Statement  has not been  declared  effective by the SEC on or prior to
          [the 180th day  following  the date of issuance  hereof]  [date],  the
          annual  interest  rate on the  Debentures  shall be the rate per annum
          ("Default  Rate") which is 13%  increased by one and one-half  percent
          (1-1/2%)  per  annum  for  the  first  three  (3)  months  immediately
          following the expiration of such ninety (90) day period or one hundred
          eighty  (180) day  period,  as the case may be,  and by an  additional
          one-half  of one  percent  (1/2%) per annum at the  beginning  of each
          subsequent thirty (30) day period  thereafter,  until such time as the
          requirements of clause (a) or (b) above, as the case may be, have been
          satisfied,  at which time all  increases in the interest rate borne by
          the  Debentures  resulting  from the operation of this sentence  shall
          terminate and the interest rate borne by the  Debentures  shall revert
          to the rate that otherwise would be in effect but for the operation of
          this sentence;  provided, however, that in no event shall the interest
          rate borne by the Debentures  exceed seventeen percent (17%) per annum
          pursuant to this sentence.

         7. Covenants.

          (a) Affirmative  Covenants:  The Company will, and with respect to the
agreements set forth in subsections  (i) through (viii) hereof,  will cause each
subsidiary to:

               (i) with respect to its properties, assets and business, maintain
     insurance against loss or damage,  to the extent that property,  assets and
     businesses  of similar  character  are  usually  so  insured  by  companies
     similarly situated and operating like properties, assets or businesses with
     responsible  insurance companies  satisfactory to the Majority Holders said
     insurance to indicate the Agent (as defined in the Security  Agreement)  as
     an additional insured;

               (ii) duly pay and discharge all taxes or other claims which might
     become a lien upon any of its  properties  except to the  extent  that such
     items are being in good faith appropriately contested;

               (iii) maintain,  preserve and keep its properties in good repair,
     working order and condition, and make all reasonable repairs, replacements,
     additions, betterments and improvements thereto;

               (iv) conduct its business in substantially the same manner and in
     substantially  the same  fields  as such  business  is now  carried  on and
     conducted;

               (v) comply with all statutes,  rules and regulations and maintain
     its corporate existence;

<PAGE>

               (vi) provide the Holder with the following financial information:

               (A) annually,  as soon as available,  but in any event within one
          hundred  twenty  (120)  days after the last day of each  fiscal  year,
          audited financial statements,  including balance sheets as of the last
          day of the fiscal year and statements of income and retained  earnings
          and changes in financial  condition for such fiscal year each prepared
          in  accordance   with  generally   accepted   accounting   principles,
          consistently  applied  ("GAAP")  for the period  and prior  periods by
          independent Certified Public Accountants  satisfactory to the Majority
          Holders;

               (B) as soon as available, but in any event within forty-five (45)
          days  after  the  end of  each  fiscal  quarter,  internally  prepared
          financial  statements of the Company each prepared in accordance  with
          GAAP and jobs-in-progress reports for said period and prior periods;

               (C) within a reasonable  time after a written  request  therefor,
          such other  financial data or information as the Holder may reasonably
          request from time to time;

               (D) at the same  time as it  delivers  the  financial  statements
          required  under the provisions of  subsections  (A) and (B) hereof,  a
          certificate  signed  by the  president  or  the  chief  financial,  or
          accounting,  officer of the  Company,  to the effect  that no Event of
          Default  hereunder or material  default  under any other  agreement to
          which the Company is a party or by which it is bound,  or by which any
          of its properties or assets may be affected,  and no event which, with
          the giving of notice or the lapse of time, or both,  would  constitute
          such an Event of Default, has occurred;

               (E) on a monthly basis,  no later than the tenth (10th) day after
          each such month, backlog reports and accounts receivable agings of the
          Company;

                    (vii)  permit  the  Holder  to make  or  cause  to be  made,
               inspections  and audits of any books,  records  and papers of the
               Company  and of any  parent  or  subsidiary  thereof  and to make
               extracts  therefrom at all such reasonable  times and as often as
               the Holder may reasonably require;

                    (viii)  immediately  give notice to the Holder that an Event
               of Default has occurred or that an event  which,  with the giving
               of notice or lapse of time, or both, would constitute an Event of
               Default, has occurred and specifying the action which the Company
               has taken and proposes to take with respect thereto.

                  (b)  Financial Covenants:

<PAGE>
                    (i) At the end of each fiscal  quarter,  the  Company  shall
               maintain  a Tangible  Net Worth of  (-3,042,322)  or greater  (as
               calculated  in  accordance   with  GAAP).   For  purposes  hereof
               "Tangible  Net Worth" shall mean,  at any date,  (i) the net book
               value of assets (other than patents,  patent rights,  trademarks,
               trade names, franchises,  copyrights, licenses, permits, goodwill
               and other intangible assets classified as such in accordance with
               GAAP) after all  appropriate  adjustments in accordance with GAAP
               (including,    without   limitation,    reserves   for   doubtful
               receivables,  obsolescence,  depreciation and amortization)  plus
               (ii)  subordinated   indebtedness,   in  each  case  computed  in
               accordance with GAAP; and

                    (ii) At the end of each fiscal  quarter,  the Company  shall
               report a net income  (gross  income less taxes and  extraordinary
               items) of not less than $1.00.

                  (c)    Negative Covenants:  The Company will not, and will not
               permit any subsidiary to:

                    (i) create,  incur,  assume or suffer to exist any liability
               for borrowed  money,  except (A)  indebtedness to the Bank or any
               other financial institution constituting "Senior Debt" hereunder;
               (B) indebtedness outstanding on the date hereof; (C) indebtedness
               represented  by the  Company's 13% Senior  Subordinated  Interest
               Note (the "Note") (and any replacement  Note or Notes issued upon
               transfer or exchange of the Note), (D)  indebtedness  represented
               by the Debentures  (and any  replacement  Debenture or Debentures
               issued  upon  transfer  or  exchange  of  the  Debentures);   (E)
               indebtedness  represented by the Accrued Interest Debentures (and
               any replacement  Accrued  Interest  Debenture or Accrued Interest
               Debentures  issued  upon  transfer  or  exchange  of the  Accrued
               Interest Debentures); (F) indebtedness represented by the Class B
               Debentures  (and any  replacement  Class B  Debenture  or Class B
               Debentures  issued  upon  transfer  or  exchange  of the  Class B
               Debentures);  (G) indebtedness represented by the Class B Accrued
               Interest Debentures (and any replacement Class B Accrued Interest
               Debenture  or Class B Accrued  Interest  Debentures  issued  upon
               transfer or exchange of the Class B Accrued Interest Debentures);
               and (H) other  indebtedness  for borrowed  money  (whether or not
               constituting a refinancing of existing  indebtedness)  so long as
               (x) such  indebtedness  is not  secured  by  collateral  securing
               repayment  of the  Debentures,  (y)  such  indebtedness  contains
               provisions  reasonably   satisfactory  to  the  Majority  Holders
               subordinating  the payment of principal  and interest  thereon to
               the prior  payment of principal  and interest on the  Debentures,
               and (z) the  incurrence  of  which  will  not  cause  an Event of
               Default,  or an event  which with  notice or the lapse of time or
               both   would   constitute   an   Event  of   Default,   hereunder
               (collectively, "Permitted Indebtedness");

                    (ii) create, incur, assume or suffer to exist, any mortgage,
               pledge,  lien or encumbrance of or upon or security  interest in,
               any of its  property  or assets now owned or  hereafter  acquired
               except (A)  mortgages,  liens,  pledges  and  security  interests
               securing  Permitted  Indebtedness;  (B) other liens,  charges and
               encumbrances  incidental  to the  conduct of its  business or the
               ownership  of its  property  and assets which are not incurred in
               connection  with  the  borrowing  of money  or the  obtaining  of
               advances  or 

<PAGE>

               credit and which do not materially  impair the use thereof in the
               operation  of  its  business;   (C)  liens  for  taxes  or  other
               governmental  charges which are not delinquent or which are being
               contested  in good faith and for which a reserve  shall have been
               established in accordance  with GAAP; (D) liens granted to secure
               purchase  money  financing of equipment,  provided such liens are
               limited  to the  equipment  financed;  and (E) liens  granted  to
               refinance  unencumbered equipment provided such liens are limited
               to the equipment  refinanced and the incurrence of which will not
               cause a default hereunder or in any Senior Debt;

                    (iii) assume,  endorse, be or become liable for or guarantee
               the  obligations of any other person except by the endorsement of
               negotiable  instruments for deposit or collection in the ordinary
               course of business;

                    (iv) (A)  terminate  any pension plan so as to result in any
               material  liability to The Pension Benefit  Guaranty  Corporation
               established  pursuant  to  Subtitle A  of  Title IV of ERISA (the
               "PBGC"),  (B)  engage  in or permit  any  person to engage in any
               "prohibited  transaction"  (as defined in Section 406 of ERISA or
               Section 4975  of the Internal  Revenue Code of 1986,  as amended)
               involving any pension plan which would subject the Company to any
               material tax, penalty or other liability,  (C) incur or suffer to
               exist any material  "accumulated  funding deficiency" (as defined
               in  Section 302 of ERISA),  whether or not waived,  involving any
               pension  plan,  or (D)  allow or  suffer  to exist  any  event or
               condition, which presents a material risk of incurring a material
               liability  to the PBGC by reason of  termination  of any  pension
               plan;

                    (v) amend,  supplement  or modify  the terms of the  Subject
               Securities  or  increase  the  outstanding  amount of any Subject
               Securities  (excluding  awards granted under the Plan or under an
               incentive  compensation  plan  or  arrangement  approved  by  the
               Company's Board of Directors or by the Compensation  Committee of
               the Company's  Board of  Directors)  without the prior consent of
               the Majority Holders;

                    (vi)  enter  into any  merger or  consolidation  unless  the
               Company  shall be the  surviving  entity  in any such  merger  or
               consolidation,  and after  giving  effect to the  transaction  no
               Event of Default  and no event which with the giving of notice or
               passage  of time or both  would  constitute  an Event of  Default
               shall have occurred and be continuing,  or liquidate,  wind-up or
               dissolve itself or sell,  transfer or lease or otherwise  dispose
               of all or any substantial part of its assets;

                    (vii) lend or advance money, credit or property to or invest
               in (by capital  contribution,  loan,  purchase or otherwise)  any
               firm,  corporation,  or other person  except (A)  investments  in
               United States Government  obligations and certificates of deposit
               of any bank  institution  with combined capital and surplus of at
               least $200,000,000,  (B) trade credit, (C) security deposits,  or
               acquire  or  otherwise   cause  any  other  entity  to  become  a
               subsidiary  of the Company (as used herein the term  "subsidiary"
               means any corporation or other organization, whether incorporated
               or  unincorporated,  of 

<PAGE>

               which  the  Company  or  any  other  subsidiary  of  the  Company
               beneficially   owns  a  majority   of  the  voting  or   economic
               interests),  (D) loans made to  Murray H.  Feigenbaum  and Jerome
               Deutsch in the aggregate principal amount of $162,950 existing on
               the date  hereof,  and (E) loans  made to Norman  M.  Phipps  and
               Michael Gaffney in the aggregate  amount of $675,000  existing on
               the date hereof;

                    (viii)  declare or pay any  dividends  or  distributions  on
               account  of its  capital  stock or  purchase,  redeem,  retire or
               otherwise  acquire  any of its  capital  stock or any  securities
               convertible  into,  exchangeable  for,  or giving  any person the
               right to acquire or  otherwise  subscribe  for, any shares of the
               Company's capital stock;  provided,  however,  that so long as no
               Event of Default or event which,  with the giving of notice,  the
               lapse of  time,  or both  would  constitute  an Event of  Default
               hereunder  has  occurred and is  continuing,  the Company may pay
               regular quarterly  dividends on the Preferred Stock in accordance
               with the terms thereof; or

                    (ix) engage in any transaction with any person or entity who
               directly  or  indirectly,  through  one or  more  intermediaries,
               controls,  is controlled by, or is under common control with, the
               Company (an  "Affiliate"),  other than director and  compensation
               arrangements with Affiliates serving as officers and/or directors
               of the Company  approved by the Company's  Board of Directors and
               other  than  transactions  with  Affiliates  entered  into in the
               ordinary  course  of  business  on  terms  which  are at least as
               favorable to the Company as those  available from unrelated third
               parties. As used herein, the term "control" means the possession,
               directly  or  indirectly,  of the  power to  direct  or cause the
               direction of the management and policies of the Company,  whether
               through  the  ownership  of voting  securities,  by  contract  or
               otherwise,  and the terms  "controlled"  and  "controlling"  have
               meanings correlative thereto.

          8. Events of Default.

               (a) Definition.  For the purposes of this Debenture,  an Event of
Default hereunder will be deemed to have occurred if:

                    (i) the Company  fails to pay the  principal  amount of this
     Debenture  when  due  (whether  upon the Due  Date,  upon  acceleration  or
     otherwise),  whether  or not such  payment  is  prohibited  by  paragraph 4
     hereof;

                    (ii) the  Company  fails  to pay any  interest,  premium  or
     penalty on this  Debenture  when due and such failure has  continued  for a
     period of ten (10) days;

                    (iii) the Company fails to perform or observe the provisions
     set forth in Paragraphs 7(b) or 7(c) hereof;

                    (iv) the Company  fails to perform or observe any  provision
     contained in this  Debenture or the  Security  Agreement  (other than those
     specifically  covered by the other provisions of this  paragraph 8(a)) and,
     if such failure is capable of being cured,  such  failure  continues  for a
     period of 30 days after the Company's receipt of written notice thereof;

<PAGE>

                    (v) the Company shall have failed to pay when due any amount
     due and owing under any  indebtedness  of the Company for borrowed money or
     any other  default or event of default  shall have occurred (and shall have
     continued  beyond the expiration of any applicable  grace period) under any
     indebtedness  of the Company  for  borrowed  money  which would  permit the
     holder thereof to accelerate the maturity  thereof or there shall have been
     an acceleration  of the stated maturity of any  indebtedness of the Company
     for borrowed money;

                    (vi) the  Security  Agreement  shall at any time  after  its
     execution  and delivery and for any reason cease to  constitute a valid and
     perfected  lien and security  interest in and to the Collateral (as defined
     therein) or the Company shall take any position  inconsistent  therewith or
     any of the  provisions of the Security  Agreement that permit the Holder to
     exercise its remedies thereunder cease to be in full force and effect;

                    (vii) the  Company  makes an  assignment  for the benefit of
     creditors or admits in writing its inability to pay its debts  generally as
     they become due;  or an order,  judgment or decree is entered  adjudicating
     the Company as bankrupt or insolvent;  or any order for relief with respect
     to the Company is entered under the Federal Bankruptcy Code; or the Company
     petitions or applies to any tribunal  for the  appointment  of a custodian,
     trustee,  receiver or liquidator of the Company or of any substantial  part
     of the assets of the Company,  or commences any proceeding  relating to the
     Company  under any  bankruptcy,  reorganization,  arrangement,  insolvency,
     readjustment of debt,  dissolution or liquidation  law of any  jurisdiction
     ("Insolvency Event or Proceeding");  or any such petition or application is
     filed, or any such proceeding is commenced,  against the Company and either
     (y) the Company by any act indicates its approval thereof, consents thereto
     or acquiescence  therein or (z) such petition  application or proceeding is
     not dismissed within 60 days;

                    (viii) a final  judgment  which in the aggregate  with other
     outstanding  final judgments  against the Company exceeds $250,000 shall be
     rendered  against the Company and within 90 days after entry thereof,  such
     judgment is not discharged or execution  thereof stayed pending appeal,  or
     within 90 days after the  expiration  of such stay,  such  judgment  is not
     discharged;

                    (ix) any  representation  or warranty made by the Company in
     the Purchase  Agreement,  dated  July 29,  1997 between the Company and the
     original  Holder of this Debenture,  the Security  Documents (as defined in
     such Purchase Agreement),  or any other certificate or instrument delivered
     in connection therewith shall have been untrue in any material respect when
     made; or

<PAGE>
                    (x)  the  Registration   Statement  shall  not  have  become
     effective [within 270 days after the date hereof] [on or prior to [date]].

             (b)  Consequences of Events of Default.

                    (i) If any Event of Default  (other than the type  described
     in  subparagraph 8(a)(vii)  above) has  occurred,  the Holder or Holders of
     Debentures  representing  a majority of the aggregate  principal  amount of
     Debentures then outstanding (the "Majority Holders") may demand (by written
     notice delivered to the Company) immediate payment of all or any portion of
     the outstanding  principal  amount of the Debentures owed by such Holder or
     Holders.  If such Majority Holders demand  immediate  payment of all or any
     portion of such Holder's or Holders'  Debentures,  the Company will, to the
     extent  permitted  under the provisions of paragraph 4 hereof,  immediately
     pay to such  Holder or  Holders  the  principal  amount  of the  Debentures
     requested to be paid (plus accrued interest hereon). If an Event of Default
     of the type described in subparagraph  8(a)(vii)  above has occurred,  then
     all  of  the  outstanding   principal   amount  of  the  Debentures   shall
     automatically be immediately due and payable without any action on the part
     of any Holders of the Debentures.

                    (ii) If an Event of Default has occurred, each Holder of the
     Debentures  will also have any other  rights  which  such  Holder  may have
     pursuant  to  applicable  law,  in  each  case  provided  such  rights  are
     consistent with the provisions of paragraph 4 hereof.

          9.  Amendment  and  Waiver.  Except as  otherwise  expressly  provided
herein, the provisions of this Debenture may be amended and the Company may take
any action herein  prohibited,  or omit to perform any act herein required to be
performed  by it, only if the Company has  obtained  the written  consent of the
Majority  Holders,  provided,  however,  neither the interest  rate or principal
amounts payable under the  Debentures,  the dates on which interest or principal
under  the  Debentures  is due  nor the  obligations  to  make  payments  on the
Debentures  on a pro rata  basis  shall be  amended  without  the prior  written
consent of each Holder affected thereby, and further provided, however, that any
amendment  or waiver  which  might in any way  adversely  affect the  holders of
Senior Debt,  including,  but not limited to, any amendment or waiver  affecting
the  provisions  of  paragraph 4  or this  paragraph 9  shall  require the prior
written  consent of each holder of Senior Debt. Any amendment or waiver effected
in accordance  with this  paragraph 9  shall be binding upon each Holder of this
Debenture and each future Holder of this Debenture.

          10. Cancellation. After all principal and accrued interest at any time
owed on this Debenture has been paid in full, this Debenture will be surrendered
to the Company for cancellation and will not be reissued.

          11.  Place of Payment.  Payments of  principal  and interest are to be
delivered to the Holder at the office of the Company, 50 Orville Drive, Bohemia,
New York  11716,  or to such 

<PAGE>

other  address or to the  attention  of such other  Person as specified by prior
written notice to the Company.

          12. Waiver of  Presentment,  Demand and Dishonor.  The Company  hereby
waives presentment for payment,  protest,  demand, notice of protest,  notice of
non-payment  and  diligence  with  respect  to this  Debenture,  and  waives and
renounces  all  rights to the  benefit  of any  statute  of  limitations  or any
moratorium,  appraisement, exemption or homestead now provided or that hereafter
may be provided by any federal or applicable  state  statute,  including but not
limited to exemptions  provided by or allowed under the Federal Bankruptcy Code,
both as to  itself  and as to all of its  property,  whether  real or  personal,
against the  enforcement  and  collection of the  obligations  evidenced by this
Debenture and any and all extensions, renewals and modifications hereof.

          No failure on the part of the Holder hereof or of any other Debentures
to exercise any right or remedy  hereunder with respect to the Company,  whether
before or after the happening of an Event of Default,  shall constitute a waiver
of any future  Event of Default or of any other Event of Default.  No failure to
accelerate  the debt of the  Company  evidenced  hereby by reason of an Event of
Default  or  indulgence  granted  from time to time shall be  construed  to be a
waiver of the right to insist upon prompt payment thereafter; or shall be deemed
to be a novation of this  Debenture or a  reinstatement  of such debt  evidenced
hereby or a waiver of such  right of  acceleration  or any  other  right,  or be
construed  so as to  preclude  the  exercise  of any right the  Holder may have,
whether by the laws of the state  governing  this  Debenture,  by  agreement  or
otherwise; and the Company hereby expressly waives the benefit of any statute or
rule of law or equity  that would  produce a result  contrary  to or in conflict
with the foregoing.

          13.  Usury.  The Holder and the Company  intend  that the  obligations
evidenced by this Debenture  conform  strictly to the applicable usury laws from
time to time in force.  All  agreements  between  the  Company  and the  Holder,
whether now  existing or hereafter  arising and whether oral or written,  hereby
are expressly limited so that in no contingency or event whatsoever,  whether by
acceleration of maturity hereof or otherwise, shall the amount paid or agreed to
be paid to the  Holder,  or  collected  by the  Holder,  by or on  behalf of the
Company for the use,  forbearance  or detention of the money to be loaned to the
Company  hereunder  or  otherwise,  or for the  payment  or  performance  of any
covenant or obligation  contained herein of the Company to the Holder, or in any
other document evidencing, securing or pertaining to such indebtedness evidenced
hereby,  exceed the maximum amount  permissible  under  applicable usury law. If
under any  circumstances  whatsoever  fulfillment of any provision hereof or any
other document,  at the time  performance of such provisions shall be due, shall
involve  transcending the limit of validity prescribed by law, then, ipso facto,
the  obligation to be fulfilled  shall be reduced to the limit of such validity;
and if under any  circumstances  the Holder ever shall receive from or on behalf
of the Company an amount deemed interest,  by applicable law, which would exceed
the highest  lawful  rate,  such amount that would be excessive  interest  under
applicable  usury  laws  shall be  applied  to the  reduction  of the  Company's
principal amount owing hereunder and not to the payment of interest,  or if such
excessive  interest  exceeds  the  unpaid  balance of  principal  and such other
indebtedness,  the excess shall be deemed to have been a payment made by mistake

<PAGE>

and shall be refunded to the Company or to any other person  making such payment
on the Company's behalf.

          14. Governing Law. The validity,  construction and  interpretation  of
this  Debenture  will  be  governed  by the  internal  laws,  but not the law of
conflicts and choices of law, of the State of New York.

          IN WITNESS WHEREOF,  the Company has executed and delivered this Class
A 13%  Convertible  Senior  Subordinated  Pay-in-Kind  Debenture this ___ day of
____________, 199__.

                                         LOGIMETRICS, INC.



                                         By:  ______________________________
                                              Name:   Charles S. Brand
                                              Title:  Chief Executive Officer

<PAGE>

                                    EXHIBIT A

                               ELECTION TO CONVERT


                  (All capitalized terms used and not otherwise
                     defined herein shall have the meanings
             assigned to them in the Class A 13% Convertible Senior
                      Subordinated Pay-in-Kind Debentures)


LogiMetrics, Inc.
50 Orville Drive
Bohemia, New York 11716

TO WHOM IT MAY CONCERN:

          The  undersigned   registered  owner  of  the  attached  Class  A  13%
Convertible  Senior  Subordinated   Pay-in-Kind   Debenture  hereby  irrevocably
exercises the option to convert such Debenture into Common Stock of LogiMetrics,
Inc. in accordance with the terms thereof,  and directs that any shares issuable
and  deliverable  upon the  conversion be issued in the name of and delivered to
the undersigned.



                                              [Name of Debentureholder]


Dated:  _____________, 199__

<PAGE>

                                                                      EXHIBIT B
                            FORM OF SERIES G WARRANT

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE AND CANNOT BE SOLD OR TRANSFERRED
UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION UNDER SUCH ACT OR
LAWS IS AVAILABLE. THE TRANSFERABILITY OF THESE SECURITIES IS FURTHER SUBJECT TO
THE  PROVISIONS  OF A  PURCHASE  AGREEMENT  DATED AS OF JULY 29,  1997 AMONG THE
COMPANY AND THE PURCHASERS NAMED THEREIN.


                                LOGIMETRICS, INC.

                    Common Stock Purchase Warrant - Series G


          LOGIMETRICS,  INC. (the  "Company"),  a Delaware  corporation,  hereby
certifies  that,  for  value  received,  [Name of  Purchaser],  or  assigns,  is
entitled,  subject to the terms set forth  below,  to purchase  from the Company
_____________________  (_____________)  fully paid and non-assessable  shares of
Common Stock, par value $.01 per share, of the Company (the "Common Stock"),  at
a purchase  price,  subject to the  provisions of Paragraph 3  hereof,  of fifty
cents  ($.50)  per share  (the  "Purchase  Price") at any time prior to July 29,
2004.  The number and  character  of such  shares are subject to  adjustment  as
provided  below,  and the term  "Common  Stock"  shall mean,  unless the context
otherwise  requires,  the  stock or other  securities  or  property  at the time
deliverable upon the exercise of this Warrant.

          1. EXERCISE OF WARRANT.  The purchase rights evidenced by this Warrant
shall be exercised by the holder hereof  ("Holder")  surrendering  this Warrant,
with the form of subscription at the end hereof duly executed by such Holder, to
the Company at its office in Bohemia,  New York (or such other  office as may be
designated by the Company from time to time), accompanied by payment (in cash or
by certified or official  bank  check).  This Warrant may be exercised  for less
than the full number of shares of Common Stock at the time called for hereby, in
which case the number of shares  receivable upon the exercise of this Warrant as
a whole, and the sum payable upon the exercise of this Warrant as a whole, shall
be proportionately  reduced. Upon any such partial exercise,  the Company at its
expense will  forthwith  issue to the Holder hereof a new Warrant or Warrants of
like tenor  calling for the number of shares of Common  Stock as to which rights
have not been  exercised,  such  Warrant or Warrants to be issued in the name of
the Holder hereof or his nominee.

          2. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.  As soon as practicable
after the exercise of this Warrant and payment of the Purchase Price, and in any
event within five (5) business  days  thereafter,  the Company,  at its expense,
will  cause to be issued in the name of and  delivered  to the  Holder  hereof a
certificate  or  certificates  for the number of fully  paid and  non-assessable
shares of Common  Stock or other  securities  or  property  to which such Holder
shall be entitled  upon such  exercise,  plus, in lieu of any  fractional  share
interest to which such Holder would  otherwise  be entitled,  cash equal to such
fraction multiplied by the then 

<PAGE>

current  market value of one full share of Common Stock or other  securities  to
which such Holder shall be so entitled.

          3.  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 of issuance of
this Warrant  ("Issuance  Date"),  the Company shall issue or sell shares of its
Common  Stock  (other  than any  Common  Stock  issuable  upon the  exercise  or
conversion  of (i) the  Company's  Class A 13% Senior  Subordinated  Convertible
Pay-in-Kind   Debentures  due  1999  (the  "Debentures")  (and  any  replacement
Debenture or  Debentures  issued upon  transfer or exchange of the  Debentures),
(ii) any additional securities issued in lieu of cash interest otherwise payable
on the Debentures  ("Accrued Interest  Debentures") (and any replacement Accrued
Interest  Debenture  or Accrued  Interest  Debentures  issued  upon  transfer or
exchange of the Accrued Interest  Debentures),  (iii) the Company's  Amended and
Restated Class B 13% Convertible Senior Subordinated  Pay-in-Kind Debentures due
1999 (the "Class B Debentures")  (and any replacement Class B Debenture or Class
B Debentures  issued upon transfer or exchange of the Class B Debentures),  (iv)
any additional  securities issued in lieu of cash interest  otherwise payable on
the Class B  Debentures  (the "Class B Accrued  Interest  Debentures")  (and any
replacement  Class B Accrued  Interest  Debenture  or Class B  Accrued  Interest
Debentures  issued upon  transfer  or  exchange of the Class B Accrued  Interest
Debentures),  (v) securities  outstanding  on the date hereof,  (vi) awards made
pursuant to the Company's Stock Compensation Program, (vii) awards made pursuant
to any  incentive  compensation  plan or  arrangement  approved by the Company's
Board of Directors or by the  Compensation  Committee of the Company's  Board of
Directors,  (viii) the Company's Series G Warrants,  (ix) the Company's Series H
Warrants,   or  (x)  the  Company's   Series  I  Warrants)   (such   securities,
collectively,  the "Subject Securities") for a consideration per share less than
fifty-two  cents  ($.52) per share (the  "Trigger  Price")  (or,  if a Pro Forma
Adjusted Trigger Price shall be in effect as provided below in this Paragraph 3,
then less than such Pro Forma  Adjusted  Trigger  Price per share),  then and in
each such case the Holder of this Warrant,  upon the exercise hereof as provided
in Paragraph 1  hereof,  shall be entitled to receive,  in lieu of the shares of
Common Stock theretofore  receivable upon the exercise of this Warrant, a number
of shares of Common Stock  determined by (a) dividing the Trigger Price by a Pro
Forma Adjusted  Trigger Price per share to be computed as provided below in this
Paragraph 3,  and (b) multiplying the resulting quotient by the number of shares
of Common Stock  called for on the face of this  Warrant.  A Pro Forma  Adjusted
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  Adjusted
          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.

<PAGE>

For the purpose of this Paragraph 3:

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

          3.2. 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 Adjusted  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 Adjusted  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  Adjusted  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.

          3.3. 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 

<PAGE>
made by dividing (a) the total  amount,  if any,  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,  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 Adjusted  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 Adjusted 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  Adjusted  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.

          3.4. 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 other than the Subject Securities, such
Convertible  Securities shall be deemed,  for the purposes of  subparagraph 3.2.
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  Adjusted  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.

          3.5. 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  Warrant,  and in case any
additional  shares of such stock or any additional 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 

<PAGE>

rights  evidenced  by this  Warrant,  then and in each  such  case the Pro Forma
Adjusted  Trigger Price per share shall forthwith be adjusted,  substantially in
the manner provided for above in this  Paragraph 3,  so as to protect the Holder
of this Warrant against the effect of such dilution.

          3.6. 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.

          3.7.  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 and other assets) then, for the purpose of this  Paragraph 3,  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 in good faith
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 3.7,  it will,
not less than seven (7) days after any and each such  determination,  deliver to
the  Holder of this  Warrant 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 Convertible Securities,  rights or options which have been or
are to be issued, including their number, amount and terms.

          3.8.  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 

<PAGE>

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.

          3.9.  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.

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

          4.   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 Warrant) 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 case the Holder
of this Warrant,  upon the exercise  hereof as provided in  Paragraph 1  hereof,
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 Warrant, the amount
of stock or other  securities or property  (including cash in the cases referred
to in clauses  (b) and (c) above)  which such  Holder  would hold on the date of
such exercise if, on the Issuance  Date, he had been the holder of record of the
number of shares of Common  Stock of the Company  called for on the face of this
Warrant  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

<PAGE>
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 3 and 5 hereof.

          5. 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
Warrant) 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 the  Holder  of this  Warrant,  upon the  exercise  hereof as
provided  in  Paragraph 1  hereof,  at any time after the  consummation  of such
reorganization,  consolidation,  merger  or  conveyance,  shall be  entitled  to
receive the stock or other  securities  or  property to which such Holder  would
have been entitled  upon such  consummation  if such Holder had  exercised  this
Warrant  immediately  prior  thereto,  all  subject  to further  adjustments  as
provided  in  Paragraphs 3  and 4 hereof;  in each such case,  the terms of this
Warrant  shall be  applicable  to the  shares  of stock or other  securities  or
property receivable upon the exercise of this Warrant after such consummation.

          6. 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  Warrant,  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 the rights of
the Holder hereof 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 Warrant  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
Warrant.

          7.  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  Warrant,  at the request of the
Holder  of  this  Warrant  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 Warrant 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  Adjusted  Trigger  Price.  The Company will forthwith mail a copy of each
such certificate to the Holder of this Warrant.

<PAGE>


          8. 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  Warrant)  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 the
Holder of this Warrant 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 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  Warrant)  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  are to be offered,  issued or granted.  Such notice  shall be
mailed at least thirty (30) days prior to the date therein specified.

          9. RESERVATION OF STOCK, ETC.,  ISSUABLE ON EXERCISE OF WARRANTS.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery  upon the exercise of this  Warrant and other  similar  Warrants,  such
shares of Common Stock and other stock,  securities and property as from time to
time shall be issuable  upon the exercise of this Warrant and all other  similar
Warrants at the time outstanding.

          10.  REPLACEMENT  OF  WARRANT.  Upon  receipt of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement in an amount reasonably  satisfactory to it, or (in the case
of mutilation) upon surrender and cancellation  thereof, the Company will issue,
in lieu thereof, a new Warrant of like tenor.

<PAGE>

          11. REMEDIES.  The Company  stipulates that the remedies at law of the
Holder  of this  Warrant  in the  event of any  default  by the  Company  in its
performance  of or compliance  with any of the terms of this Warrant are not and
will not be adequate, and that the same may be specifically enforced.

          12.  NEGOTIABILITY,  ETC.  This  Warrant is issued upon the  following
terms, to all of which each taker or owner hereof consents and agrees:

          (a)  Title to this warrant may be transferred  by endorsement  (by the
               Holder hereof  executing the form of assignment at the end hereof
               including  guaranty of signature) and delivery in the same manner
               as  in  the  case  of a  negotiable  instrument  transferable  by
               endorsement and delivery.

          (b)  Any person in  possession  of this Warrant  properly  endorsed is
               authorized to represent  himself as absolute  owner hereof and is
               granted power to transfer  absolute  title hereto by  endorsement
               and delivery  hereof to a bona fide  purchaser  hereof for value;
               each  prior  taker  or  owner  waives  and  renounces  all of his
               equities  or rights in this  Warrant  in favor of every such bona
               fide purchaser,  and every such bona fide purchaser shall acquire
               title hereto and to all rights represented hereby.

          (c)  Until this  Warrant is  transferred  on the books of the Company,
               the Company may treat the  registered  Holder of this  Warrant as
               the absolute owner hereof for all purposes without being affected
               by any notice to the contrary.

          13.  SUBDIVISION OF RIGHTS.  This Warrant (as well as any new warrants
issued pursuant to the provisions of this paragraph) is  exchangeable,  upon the
surrender  hereof by the Holder hereof,  at the principal  office of the Company
for any  number  of new  warrants  of like  tenor and date  representing  in the
aggregate the right to subscribe for and purchase the number of shares of Common
Stock of the Company which may be subscribed for and purchased hereunder.

          14. REGISTRATION RIGHTS.

               a.  Registration.  On or prior to October 27,  1997,  the Company
will  file  a  registration  statement   ("Registration   Statement")  with  the
Securities and Exchange  Commission  ("SEC") covering (x) the Warrants,  and (y)
the shares of Common Stock  issuable upon exercise of the Warrants (and covering
such other  securities  as the Company shall  determine in its sole  discretion)
(collectively "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  until the
earlier of (i) seven years from the date it is declared effective by the SEC, or
(ii) the sale of all of the Registrable Securities.

<PAGE>

               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 the
     request of the Holder, forthwith supply such reasonable number of copies of
     the Registration  Statement,  preliminary prospectus and prospectus meeting
     the requirements of the Securities Act of 1933, as amended (the "Securities
     Act"), and other documents  necessary or incidental to a public offering of
     the Registrable Securities,  as shall be reasonably requested by the Holder
     to permit  the  Holder  to make a public  distribution  of its,  his or her
     Registrable Securities;  provided, however, that by accepting this Warrant,
     the  Holder  agrees,  if  requested  by  the  managing   underwriter(s)  in
     connection  with an underwritten  public  offering of the Company's  equity
     securities,  to  enter  into  a  customary  agreement  with  such  managing
     underwriter(s)  not to offer for sale or sell its,  his or her  Registrable
     Securities  for up to 180 days after such  offering..  The Company will use
     its reasonable  efforts to qualify the  Registrable  Securities for sale in
     such  states  as the  Holder of  Registrable  Securities  shall  reasonably
     request,  provided  that no such  qualification  will  be  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 the Holder's  Registrable  Securities
     are expressly  conditioned  on the Holder's  furnishing to the Company such
     appropriate  information  concerning the Holder,  the Holder's  Registrable
     Securities  and the  terms of the  Holder's  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 14,  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 counsel for the Holder,  if any, in each case  arising in
     connection with registration of the Registrable Securities shall be payable
     by the Holder.

               (iii) In  connection  with the  registration  of the  Registrable
     Securities  pursuant to this Paragraph 14,  the Company shall indemnify and
     hold harmless the Holder, its affiliates,  officers,  directors,  partners,
     employees,  agents and  representatives,  each person, if any, who controls
     the Holder  within  the  meaning of the  Securities  Act or the  Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), any person 

<PAGE>

     deemed to be an  underwriter of the  Registrable  Securities 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,  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 the Holder.

               (iv) The Holder 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
     or on behalf of the Holder 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  party  receives  periodic
     payments for legal or other expenses during the course of an  investigation
     or defense, and such party subsequently received payments for such expenses
     from any other parties to the  proceeding,  such payments  shall be used by
     the indemnified party 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  party
     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 

<PAGE>

     shall not relieve the  indemnifying  party from any obligation which it may
     have to any indemnified  party 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
     party  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
     satisfactory  to  such  indemnified   party,  and  after  notice  from  the
     indemnifying  party to such indemnified  party of its election so to assume
     the defense  thereof,  the  indemnifying  party shall not be liable to such
     indemnified  party for any legal or other  expense,  other than  reasonable
     costs of investigation  subsequently  incurred by such indemnified party in
     connection with the defense thereof.  The indemnified  party 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
     party,  when and as incurred,  unless (A) the employment of counsel by such
     indemnified  party has been authorized by the  indemnifying  party, (B) the
     indemnified  party 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  party  shall  have  reasonably  concluded  (based on advice of
     counsel) that there may be a conflict of interest  between the indemnifying
     party and the  indemnified  party 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  party), 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,   which  shall  not  be
     unreasonably withheld.

               (vi) If the indemnification  provided for in this Paragraph 14 is
     unavailable to any  indemnified  party  hereunder in respect of any losses,
     claims,  damages,  liabilities  or expenses  referred to therein,  then the
     indemnifying  party, in lieu of indemnifying such indemnified  party, shall
     contribute  to the amount  paid or payable by such  indemnified  party 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  parties 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  parties  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  parties,
     and the parties'  relative  intent,  knowledge,  access to information  and

<PAGE>

     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.

               (vii) The Company and the Holder  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 the contribution  obligation of the Holder be greater in amount
     than the excess of (A) the dollar amount of proceeds received by the Holder
     upon the sale of the securities giving rise to such contribution obligation
     over (B) the dollar  amount of any  damages  that the Holder has  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 the Holder shall impose upon the Holder any  obligation to
     exercise  his, her or its  Warrants or to sell his, her or its  Registrable
     Securities.

               (ix) The Holder,  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,
     shall  promptly  discontinue  the  sale  of  his,  her or  its  Registrable
     Securities  until the Holder  receives a copy of a supplemented  or amended
     prospectus  from the Company,  which the Company  shall  provide as soon as
     practicable after such notice.

          15. MAILING OF NOTICES, ETC. All notices,  requests,  claims, demands,
waivers  and other  communications  hereunder  shall be in writing  and shall be
deemed to have  been duly  given  when  delivered  by hand,  when  delivered  by
courier,  three days after being deposited in the mail  (registered or certified
mail, postage prepaid, return receipt requested),  or when received by facsimile
transmission upon receipt of a confirmed transmission report, as follows:

If to the Company:                  50 Orville Drive
                                    Bohemia, New York 11716
                                    Tel:  (516) 784-4110
                                    Fax:  (516) 784-4132
                                    Attention:  Chief Executive Officer

<PAGE>

and if to the Holder of this Warrant to the address  furnished to the Company in
writing by the last Holder of this  Warrant who shall have  furnished an address
to the Company in writing.  Either the Company or the Holder of this Warrant, by
notice given to the other parties hereto in accordance with this Section 15, may
change the  address or  facsimile  transmission  number to which such  notice or
other communications are to be sent to such party.

          16.  HEADINGS,  ETC.  The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect the meaning hereof.

          17. CHANGE,  WAIVER, ETC. Neither this Warrant nor any term hereof may
be changed, waived, discharged or terminated orally but only by an instrument in
writing  signed by the party against which  enforcement  of the change,  waiver,
discharge or termination is sought.

<PAGE>

          18.  GOVERNING  LAW.  This Warrant  shall be construed and enforced in
accordance with the laws of the State of New York.

                                                     LOGIMETRICS, INC.


                                                     By:                        

Dated:  [date of issuance]

Attest:

<PAGE>


                  [To be signed only upon exercise of Warrant]


To LOGIMETRICS, INC.:

          The  undersigned,  the Holder of the within Series G  Warrant,  hereby
irrevocably  elects to exercise the purchase  right  represented by such Warrant
for,  and to  purchase  thereunder,  _____________ shares  of  Common  Stock  of
LOGIMETRICS,  INC. and herewith  makes payment of  $____________  therefor,  and
requests that the  certificates for such shares be issued in the name of, and be
delivered to, ___________________-, whose address is _______________________.


Dated:




                              (Signature must conform in all respects to name of
                               Holder as specified on the face of the Warrant)

                               Address:

<PAGE> 

                  [To be signed only upon transfer of Warrant]


          FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns  and
transfers  unto ______________________  the  right  represented  by  the  within
Series G  Warrant to purchase  the ___________  shares of the  Common  Stock  of
LOGIMETRICS,  INC. to which the within Series G  Warrant  relates,  and appoints
________________________  attorney  to  transfer  said  right  on the  books  of
LOGIMETRICS, INC. with full power of substitution in the premises.

Dated:




                             (Signature must conform in all respects to name of
                              Holder as specified on the face of the Warrant)

                              Address:


In the presence of


<PAGE>
                              
                                                                       EXHIBIT C
                            FORM OF SERIES H WARRANT


THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE AND CANNOT BE SOLD OR TRANSFERRED
UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION UNDER SUCH ACT OR
LAWS IS AVAILABLE. THE TRANSFERABILITY OF THESE SECURITIES IS FURTHER SUBJECT TO
THE  PROVISIONS  OF A  PURCHASE  AGREEMENT  DATED AS OF JULY 29,  1997 AMONG THE
COMPANY AND THE PURCHASERS NAMED THEREIN.


                                LOGIMETRICS, INC.

                    Common Stock Purchase Warrant - Series H


          LOGIMETRICS,  INC. (the  "Company"),  a Delaware  corporation,  hereby
certifies  that,  for  value  received,  [Name of  Purchaser],  or  assigns,  is
entitled,  subject to the terms set forth  below,  to purchase  from the Company
_______________________  (____________) fully paid and non-assessable  shares of
Common Stock, par value $.01 per share, of the Company (the "Common Stock"),  at
a purchase  price,  subject to the  provisions of Paragraph 3  hereof,  of sixty
cents  ($.60)  per share  (the  "Purchase  Price") at any time prior to July 29,
2004.  The number and  character  of such  shares are subject to  adjustment  as
provided  below,  and the term  "Common  Stock"  shall mean,  unless the context
otherwise  requires,  the  stock or other  securities  or  property  at the time
deliverable upon the exercise of this Warrant.

          1. EXERCISE OF WARRANT.  The purchase rights evidenced by this Warrant
shall be exercised by the holder hereof  ("Holder")  surrendering  this Warrant,
with the form of subscription at the end hereof duly executed by such Holder, to
the Company at its office in Bohemia,  New York (or such other  office as may be
designated by the Company from time to time), accompanied by payment (in cash or
by certified or official  bank  check).  This Warrant may be exercised  for less
than the full number of shares of Common Stock at the time called for hereby, in
which case the number of shares  receivable upon the exercise of this Warrant as
a whole, and the sum payable upon the exercise of this Warrant as a whole, shall
be proportionately  reduced. Upon any such partial exercise,  the Company at its
expense will  forthwith  issue to the Holder hereof a new Warrant or Warrants of
like tenor  calling for the number of shares of Common  Stock as to which rights
have not been  exercised,  such  Warrant or Warrants to be issued in the name of
the Holder hereof or his nominee.

          2. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.  As soon as practicable
after the exercise of this Warrant and payment of the Purchase Price, and in any
event within five (5) business  days  thereafter,  the Company,  at its expense,
will  cause to be issued in the name of and  delivered  to the  Holder  hereof a
certificate  or  certificates  for the number of fully  paid and  non-assessable
shares of Common  Stock or other  securities  or  property  to which such Holder
shall be entitled  upon such  exercise,  plus, in lieu of any  fractional  share
interest to which such Holder would  otherwise  be entitled,  cash equal to such
fraction multiplied by the then 

<PAGE>


current  market value of one full share of Common Stock or other  securities  to
which such Holder shall be so entitled.

          3.  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 of issuance of
this Warrant  ("Issuance  Date"),  the Company shall issue or sell shares of its
Common  Stock  (other  than any  Common  Stock  issuable  upon the  exercise  or
conversion  of (i) the  Company's  Class A 13% Senior  Subordinated  Convertible
Pay-in-Kind   Debentures  due  1999  (the  "Debentures")  (and  any  replacement
Debenture or  Debentures  issued upon  transfer or exchange of the  Debentures),
(ii) any additional securities issued in lieu of cash interest otherwise payable
on the Debentures  ("Accrued Interest  Debentures") (and any replacement Accrued
Interest  Debenture  or Accrued  Interest  Debentures  issued  upon  transfer or
exchange of the Accrued Interest  Debentures),  (iii) the Company's  Amended and
Restated Class B 13% Convertible Senior Subordinated  Pay-in-Kind Debentures due
1999 (the "Class B Debentures")  (and any replacement Class B Debenture or Class
B Debentures  issued upon transfer or exchange of the Class B Debentures),  (iv)
any additional  securities issued in lieu of cash interest  otherwise payable on
the Class B  Debentures  (the "Class B Accrued  Interest  Debentures")  (and any
replacement  Class B Accrued  Interest  Debenture  or Class B  Accrued  Interest
Debentures  issued upon  transfer  or  exchange of the Class B Accrued  Interest
Debentures),  (v) securities  outstanding  on the date hereof,  (vi) awards made
pursuant to the Company's Stock Compensation Program, (vii) awards made pursuant
to any  incentive  compensation  plan or  arrangement  approved by the Company's
Board of Directors or by the  Compensation  Committee of the Company's  Board of
Directors,  (viii) the Company's Series G Warrants,  (ix) the Company's Series H
Warrants,   or  (x)  the  Company's   Series  I  Warrants)   (such   securities,
collectively,  the "Subject Securities") for a consideration per share less than
fifty-two  cents  ($.52) per share (the  "Trigger  Price")  (or,  if a Pro Forma
Adjusted Trigger Price shall be in effect as provided below in this Paragraph 3,
then less than such Pro Forma  Adjusted  Trigger  Price per share),  then and in
each such case the Holder of this Warrant,  upon the exercise hereof as provided
in Paragraph 1  hereof,  shall be entitled to receive,  in lieu of the shares of
Common Stock theretofore  receivable upon the exercise of this Warrant, a number
of shares of Common Stock  determined by (a) dividing the Trigger Price by a Pro
Forma Adjusted  Trigger Price per share to be computed as provided below in this
Paragraph 3,  and (b) multiplying the resulting quotient by the number of shares
of Common Stock  called for on the face of this  Warrant.  A Pro Forma  Adjusted
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  Adjusted
          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.

<PAGE>

For the purpose of this Paragraph 3:

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

          3.2. 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 Adjusted  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 Adjusted  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  Adjusted  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.

          3.3. 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 

<PAGE>

made by dividing (a) the total  amount,  if any,  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,  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 Adjusted  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 Adjusted 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  Adjusted  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.

          3.4. 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 other than the Subject Securities, such
Convertible  Securities shall be deemed,  for the purposes of  subparagraph 3.2.
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  Adjusted  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.

          3.5. 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  Warrant,  and in case any
additional  shares of such stock or any additional 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 

<PAGE>

rights  evidenced  by this  Warrant,  then and in each  such  case the Pro Forma
Adjusted  Trigger Price per share shall forthwith be adjusted,  substantially in
the manner  provided for above in this  Paragraph 3, so as to protect the Holder
of this Warrant against the effect of such dilution.

          3.6. 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.

          3.7.  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 and other assets) then, for the purpose of this  Paragraph 3,  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 in good faith
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 3.7,  it will,
not less than seven (7) days after any and each such  determination,  deliver to
the  Holder of this  Warrant 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 Convertible Securities,  rights or options which have been or
are to be issued, including their number, amount and terms.

          3.8.  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  

<PAGE>

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.

          3.9.  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.

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

          4.   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 Warrant) 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 case the Holder
of this Warrant,  upon the exercise  hereof as provided in  Paragraph 1  hereof,
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 Warrant, the amount
of stock or other  securities or property  (including cash in the cases referred
to in clauses  (b) and (c) above)  which such  Holder  would hold on the date of
such exercise if, on the Issuance  Date, he had been the holder of record of the
number of shares of Common  Stock of the Company  called for on the face of this
Warrant  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 

<PAGE>

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 3 and 5 hereof.

          5. 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
Warrant) 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 the  Holder  of this  Warrant,  upon the  exercise  hereof as
provided  in  Paragraph 1  hereof,  at any time after the  consummation  of such
reorganization,  consolidation,  merger  or  conveyance,  shall be  entitled  to
receive the stock or other  securities  or  property to which such Holder  would
have been entitled  upon such  consummation  if such Holder had  exercised  this
Warrant  immediately  prior  thereto,  all  subject  to further  adjustments  as
provided  in  Paragraphs 3  and 4 hereof;  in each such case,  the terms of this
Warrant  shall be  applicable  to the  shares  of stock or other  securities  or
property receivable upon the exercise of this Warrant after such consummation.

          6. 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  Warrant,  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 the rights of
the Holder hereof 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 Warrant  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
Warrant.

          7.  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  Warrant,  at the request of the
Holder  of  this  Warrant  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 Warrant 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  Adjusted  Trigger  Price.  The Company will forthwith mail a copy of each
such certificate to the Holder of this Warrant.

          8. NOTICES OF RECORD DATE, ETC. In case:

<PAGE>
          (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  Warrant)  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 the
Holder of this Warrant 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 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  Warrant)  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  are to be offered,  issued or granted.  Such notice  shall be
mailed at least thirty (30) days prior to the date therein specified.

          9. RESERVATION OF STOCK, ETC.,  ISSUABLE ON EXERCISE OF WARRANTS.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery  upon the exercise of this  Warrant and other  similar  Warrants,  such
shares of Common Stock and other stock,  securities and property as from time to
time shall be issuable  upon the exercise of this Warrant and all other  similar
Warrants at the time outstanding.

          10.  REPLACEMENT  OF  WARRANT.  Upon  receipt of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement in an amount reasonably  satisfactory to it, or (in the case
of mutilation) upon surrender and cancellation  thereof, the Company will issue,
in lieu thereof, a new Warrant of like tenor.

<PAGE>

          11. REMEDIES.  The Company  stipulates that the remedies at law of the
Holder  of this  Warrant  in the  event of any  default  by the  Company  in its
performance  of or compliance  with any of the terms of this Warrant are not and
will not be adequate, and that the same may be specifically enforced.

          12.  NEGOTIABILITY,  ETC.  This  Warrant is issued upon the  following
terms, to all of which each taker or owner hereof consents and agrees:

          (a)  Title to this warrant may be transferred  by endorsement  (by the
               Holder hereof  executing the form of assignment at the end hereof
               including  guaranty of signature) and delivery in the same manner
               as  in  the  case  of a  negotiable  instrument  transferable  by
               endorsement and delivery.

          (b)  Any person in  possession  of this Warrant  properly  endorsed is
               authorized to represent  himself as absolute  owner hereof and is
               granted power to transfer  absolute  title hereto by  endorsement
               and delivery  hereof to a bona fide  purchaser  hereof for value;
               each  prior  taker  or  owner  waives  and  renounces  all of his
               equities  or rights in this  Warrant  in favor of every such bona
               fide purchaser,  and every such bona fide purchaser shall acquire
               title hereto and to all rights represented hereby.

          (c)  Until this  Warrant is  transferred  on the books of the Company,
               the Company may treat the  registered  Holder of this  Warrant as
               the absolute owner hereof for all purposes without being affected
               by any notice to the contrary.

          13.  SUBDIVISION OF RIGHTS.  This Warrant (as well as any new warrants
issued pursuant to the provisions of this paragraph) is  exchangeable,  upon the
surrender  hereof by the Holder hereof,  at the principal  office of the Company
for any  number  of new  warrants  of like  tenor and date  representing  in the
aggregate the right to subscribe for and purchase the number of shares of Common
Stock of the Company which may be subscribed for and purchased hereunder.

         14.      REGISTRATION RIGHTS.

          a.  Registration.  On or prior to October 27,  1997,  the Company will
file a registration statement ("Registration Statement") with the Securities and
Exchange  Commission  ("SEC")  covering (x) the Warrants,  and (y) the shares of
Common Stock  issuable  upon  exercise of the Warrants  (and covering such other
securities as the Company shall determine in its sole discretion)  (collectively
"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  until the
earlier of (i) seven years from the date it is declared effective by the SEC, or
(ii) the sale of all of the Registrable Securities.

<PAGE>

          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 the request of the Holder,  forthwith supply such
          reasonable number of copies of the Registration Statement, preliminary
          prospectus and prospectus  meeting the  requirements of the Securities
          Act of 1933, as amended (the  "Securities  Act"),  and other documents
          necessary  or  incidental  to a  public  offering  of the  Registrable
          Securities,  as shall be reasonably  requested by the Holder to permit
          the  Holder  to  make  a  public  distribution  of  its,  his  or  her
          Registrable  Securities;  provided,  however,  that by accepting  this
          Warrant,   the  Holder   agrees,   if   requested   by  the   managing
          underwriter(s)  in connection with an underwritten  public offering of
          the Company's equity securities,  to enter into a customary  agreement
          with such managing  underwriter(s)  not to offer for sale or sell its,
          his or her  Registrable  Securities  for up to  180  days  after  such
          offering..  The Company will use its reasonable efforts to qualify the
          Registrable  Securities  for  sale in such  states  as the  Holder  of
          Registrable Securities shall reasonably request, provided that no such
          qualification will be 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 the  Holder's  Registrable  Securities  are
          expressly  conditioned on the Holder's  furnishing to the Company such
          appropriate   information   concerning   the  Holder,   the   Holder's
          Registrable  Securities and the terms of the Holder's 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  14,   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
          counsel for the Holder,  if any,  in each case  arising in  connection
          with  registration of the Registrable  Securities  shall be payable by
          the Holder.

               (iii) In  connection  with the  registration  of the  Registrable
          Securities pursuant to this Paragraph 14,  the Company shall indemnify
          and hold harmless the Holder,  its  affiliates,  officers,  directors,
          partners, employees, agents and representatives,  each person, if any,
          who controls the Holder  within the meaning of the  Securities  Act or
          the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),
          any person 

<PAGE>

          deemed to be an  underwriter  of the  Registrable  Securities  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,
          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 the Holder.

               (iv) The Holder 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 or on behalf of the
          Holder 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  party  receives
          periodic  payments for legal or other expenses during the course of an
          investigation  or  defense,  and  such  party  subsequently   received
          payments for such expenses  from any other parties to the  proceeding,
          such payments shall be used by the indemnified  party 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  

<PAGE>

          against  such party in respect of which a claim is to be made  against
          any indemnified party 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  party 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  party 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  satisfactory to such  indemnified  party,  and
          after notice from the indemnifying  party to such indemnified party of
          its election so to assume the defense thereof,  the indemnifying party
          shall not be liable to such  indemnified  party for any legal or other
          expense,  other than reasonable  costs of  investigation  subsequently
          incurred  by such  indemnified  party in  connection  with the defense
          thereof.  The indemnified party 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  party,  when
          and as  incurred,  unless  (A)  the  employment  of  counsel  by  such
          indemnified  party has been authorized by the indemnifying  party, (B)
          the  indemnified  party 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  party  shall have  reasonably  concluded
          (based on advice of counsel)  that there may be a conflict of interest
          between  the  indemnifying  party  and the  indemnified  party  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  party), 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,   which  shall  not  be  unreasonably
          withheld.

               (vi) If the indemnification  provided for in this Paragraph 14 is
          unavailable  to any  indemnified  party  hereunder  in  respect of any
          losses, claims, damages,  liabilities or expenses referred to therein,
          then the indemnifying  party, in lieu of indemnifying such indemnified
          party,  shall  contribute  to the  amount  paid  or  payable  by  such
          indemnified  party  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
          parties 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  parties  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  parties,  and the parties'  relative  intent,  knowledge,
          access to  information  and  

<PAGE>

          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.

               (vii) The Company and the Holder  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 the contribution obligation of the Holder be
          greater in amount than the excess of (A) the dollar amount of proceeds
          received by the Holder upon the sale of the securities  giving rise to
          such contribution obligation over (B) the dollar amount of any damages
          that the Holder has  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 the Holder shall impose upon the Holder any obligation
          to  exercise  his,  her or its  Warrants  or to sell  his,  her or its
          Registrable Securities.

               (ix) The Holder,  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,  shall  promptly  discontinue  the  sale of  his,  her or its
          Registrable   Securities  until  the  Holder  receives  a  copy  of  a
          supplemented or amended prospectus from the Company, which the Company
          shall provide as soon as practicable after such notice.

          15. MAILING OF NOTICES, ETC. All notices,  requests,  claims, demands,
waivers  and other  communications  hereunder  shall be in writing  and shall be
deemed to have  been duly  given  when  delivered  by hand,  when  delivered  by
courier,  three days after being deposited in the mail  (registered or certified
mail, postage prepaid, return receipt requested),  or when received by facsimile
transmission upon receipt of a confirmed transmission report, as follows:

If to the Company:                  50 Orville Drive
                                    Bohemia, New York 11716
                                    Tel:  (516) 784-4110
                                    Fax:  (516) 784-4132
                                    Attention:  Chief Executive Officer

<PAGE>

and if to the Holder of this Warrant to the address  furnished to the Company in
writing by the last Holder of this  Warrant who shall have  furnished an address
to the Company in writing.  Either the Company or the Holder of this Warrant, by
notice given to the other parties hereto in accordance with this Section 15, may
change the  address or  facsimile  transmission  number to which such  notice or
other communications are to be sent to such party.

          16.  HEADINGS,  ETC.  The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect the meaning hereof.

          17. CHANGE,  WAIVER, ETC. Neither this Warrant nor any term hereof may
be changed, waived, discharged or terminated orally but only by an instrument in
writing  signed by the party against which  enforcement  of the change,  waiver,
discharge or termination is sought.

<PAGE>
          18.  GOVERNING  LAW.  This Warrant  shall be construed and enforced in
accordance with the laws of the State of New York.

                                                     LOGIMETRICS, INC.


                                                     By:                        

Dated:  [date of issuance]

Attest:


<PAGE>

                  [To be signed only upon exercise of Warrant]


To LOGIMETRICS, INC.:

          The  undersigned,  the Holder of the within  Series H Warrant,  hereby
irrevocably  elects to exercise the purchase  right  represented by such Warrant
for,  and to  purchase  thereunder,  _____________ shares  of  Common  Stock  of
LOGIMETRICS,  INC. and herewith  makes payment of  $____________  therefor,  and
requests that the  certificates for such shares be issued in the name of, and be
delivered to, _______________, whose address is _________________________.


Dated:


                                                                                
                             (Signature must conform in all respects to name of
                              Holder as specified on the face of the Warrant)

                              Address:

<PAGE>
 
                  [To be signed only upon transfer of Warrant]


          FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns  and
transfers  unto  ________________________  the right  represented  by the within
Series H Warrant to  purchase  the  ____________  shares of the Common  Stock of
LOGIMETRICS,  INC. to which the within  Series H Warrant  relates,  and appoints
________________________  attorney  to  transfer  said  right  on the  books  of
LOGIMETRICS, INC. with full power of substitution in the premises.

Dated:




                                                                            
                              (Signature must conform in all respects to name of
                               Holder as specified on the face of the Warrant)

                               Address:

                                                                         
                                                                         

In the presence of


<PAGE>

                                                                      EXHIBIT D

                            FORM OF SERIES I WARRANT

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE AND CANNOT BE SOLD OR TRANSFERRED
UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION UNDER SUCH ACT OR
LAWS IS AVAILABLE. THE TRANSFERABILITY OF THESE SECURITIES IS FURTHER SUBJECT TO
THE  PROVISIONS  OF A  PURCHASE  AGREEMENT  DATED AS OF JULY 29,  1997 AMONG THE
COMPANY AND THE PURCHASERS NAMED THEREIN.


                                LOGIMETRICS, INC.

                    Common Stock Purchase Warrant - Series I


          LOGIMETRICS,  INC. (the  "Company"),  a Delaware  corporation,  hereby
certifies  that,  for  value  received,  [Name of  Purchaser],  or  assigns,  is
entitled,  subject to the terms set forth  below,  to purchase  from the Company
___________________ (___________) fully paid and non-assessable shares of Common
Stock,  par value $.01 per share,  of the Company  (the  "Common  Stock"),  at a
purchase price,  subject to the provisions of Paragraph 3  hereof, of $1.125 per
share (the "Purchase  Price") at any time prior to July 29, 2004. The number and
character of such shares are subject to  adjustment as provided  below,  and the
term "Common Stock" shall mean, unless the context otherwise requires, the stock
or other  securities  or property at the time  deliverable  upon the exercise of
this Warrant.

          1. EXERCISE OF WARRANT.  The purchase rights evidenced by this Warrant
shall be exercised by the holder hereof  ("Holder")  surrendering  this Warrant,
with the form of subscription at the end hereof duly executed by such Holder, to
the Company at its office in Bohemia,  New York (or such other  office as may be
designated by the Company from time to time), accompanied by payment (in cash or
by certified or official  bank  check).  This Warrant may be exercised  for less
than the full number of shares of Common Stock at the time called for hereby, in
which case the number of shares  receivable upon the exercise of this Warrant as
a whole, and the sum payable upon the exercise of this Warrant as a whole, shall
be proportionately  reduced. Upon any such partial exercise,  the Company at its
expense will  forthwith  issue to the Holder hereof a new Warrant or Warrants of
like tenor  calling for the number of shares of Common  Stock as to which rights
have not been  exercised,  such  Warrant or Warrants to be issued in the name of
the Holder hereof or his nominee.

          2. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.  As soon as practicable
after the exercise of this Warrant and payment of the Purchase Price, and in any
event within five (5) business  days  thereafter,  the Company,  at its expense,
will  cause to be issued in the name of and  delivered  to the  Holder  hereof a
certificate  or  certificates  for the number of fully  paid and  non-assessable
shares of Common  Stock or other  securities  or  property  to which such Holder
shall be entitled  upon such  exercise,  plus, in lieu of any  fractional  share
interest to which such Holder would  otherwise  be entitled,  cash equal to such
fraction multiplied by the then 

<PAGE>


current  market value of one full share of Common Stock or other  securities  to
which such Holder shall be so entitled.

          3.  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 of issuance of
this Warrant  ("Issuance  Date"),  the Company shall issue or sell shares of its
Common  Stock  (other  than any  Common  Stock  issuable  upon the  exercise  or
conversion  of (i) the  Company's  Class A 13% Senior  Subordinated  Convertible
Pay-in-Kind   Debentures  due  1999  (the  "Debentures")  (and  any  replacement
Debenture or  Debentures  issued upon  transfer or exchange of the  Debentures),
(ii) any additional securities issued in lieu of cash interest otherwise payable
on the Debentures  ("Accrued Interest  Debentures") (and any replacement Accrued
Interest  Debenture  or Accrued  Interest  Debentures  issued  upon  transfer or
exchange of the Accrued Interest  Debentures),  (iii) the Company's  Amended and
Restated Class B 13% Convertible Senior Subordinated  Pay-in-Kind Debentures due
1999 (the "Class B Debentures")  (and any replacement Class B Debenture or Class
B Debentures  issued upon transfer or exchange of the Class B Debentures),  (iv)
any additional  securities issued in lieu of cash interest  otherwise payable on
the Class B  Debentures  (the "Class B Accrued  Interest  Debentures")  (and any
replacement  Class B Accrued  Interest  Debenture  or Class B  Accrued  Interest
Debentures  issued upon  transfer  or  exchange of the Class B Accrued  Interest
Debentures),  (v) securities  outstanding  on the date hereof,  (vi) awards made
pursuant to the Company's Stock Compensation Program, (vii) awards made pursuant
to any  incentive  compensation  plan or  arrangement  approved by the Company's
Board of Directors or by the  Compensation  Committee of the Company's  Board of
Directors,  (viii) the Company's Series G Warrants,  (ix) the Company's Series H
Warrants,   or  (x)  the  Company's   Series  I  Warrants)   (such   securities,
collectively,  the "Subject Securities") for a consideration per share less than
fifty-two  cents  ($.52) per share (the  "Trigger  Price")  (or,  if a Pro Forma
Adjusted Trigger Price shall be in effect as provided below in this Paragraph 3,
then less than such Pro Forma  Adjusted  Trigger  Price per share),  then and in
each such case the Holder of this Warrant,  upon the exercise hereof as provided
in Paragraph 1  hereof,  shall be entitled to receive,  in lieu of the shares of
Common Stock theretofore  receivable upon the exercise of this Warrant, a number
of shares of Common Stock  determined by (a) dividing the Trigger Price by a Pro
Forma Adjusted  Trigger Price per share to be computed as provided below in this
Paragraph 3,  and (b) multiplying the resulting quotient by the number of shares
of Common Stock  called for on the face of this  Warrant.  A Pro Forma  Adjusted
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  Adjusted
          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.

<PAGE>
For the purpose of this Paragraph 3:

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

          3.2. 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 Adjusted  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 Adjusted  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  Adjusted  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.

          3.3. 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 

<PAGE>

made by dividing (a) the total  amount,  if any,  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,  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 Adjusted  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 Adjusted 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  Adjusted  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.

          3.4. 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 other than the Subject Securities, such
Convertible  Securities shall be deemed,  for the purposes of  subparagraph 3.2.
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  Adjusted  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.

          3.5. 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  Warrant,  and in case any
additional  shares of such stock or any additional 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 

<PAGE>

rights  evidenced  by this  Warrant,  then and in each  such  case the Pro Forma
Adjusted  Trigger Price per share shall forthwith be adjusted,  substantially in
the manner  provided for above in this  Paragraph 3, so as to protect the Holder
of this Warrant against the effect of such dilution.

          3.6. 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.

          3.7.  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 and other assets) then, for the purpose of this  Paragraph 3,  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 in good faith
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 3.7,  it will,
not less than seven (7) days after any and each such  determination,  deliver to
the  Holder of this  Warrant 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 Convertible Securities,  rights or options which have been or
are to be issued, including their number, amount and terms.

          3.8.  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 

<PAGE>

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.

          3.9.  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.

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

          4.   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 Warrant) 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 case the Holder
of this Warrant,  upon the exercise  hereof as provided in  Paragraph 1  hereof,
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 Warrant, the amount
of stock or other  securities or property  (including cash in the cases referred
to in clauses  (b) and (c) above)  which such  Holder  would hold on the date of
such exercise if, on the Issuance  Date, he had been the holder of record of the
number of shares of Common  Stock of the Company  called for on the face of this
Warrant  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

<PAGE>

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 3 and 5 hereof.

          5. 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
Warrant) 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 the  Holder  of this  Warrant,  upon the  exercise  hereof as
provided  in  Paragraph 1  hereof,  at any time after the  consummation  of such
reorganization,  consolidation,  merger  or  conveyance,  shall be  entitled  to
receive the stock or other  securities  or  property to which such Holder  would
have been entitled  upon such  consummation  if such Holder had  exercised  this
Warrant  immediately  prior  thereto,  all  subject  to further  adjustments  as
provided  in  Paragraphs 3  and 4 hereof;  in each such case,  the terms of this
Warrant  shall be  applicable  to the  shares  of stock or other  securities  or
property receivable upon the exercise of this Warrant after such consummation.

          6. 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  Warrant,  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 the rights of
the Holder hereof 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 Warrant  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
Warrant.

          7.  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  Warrant,  at the request of the
Holder  of  this  Warrant  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 Warrant 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  Adjusted  Trigger  Price.  The Company will forthwith mail a copy of each
such certificate to the Holder of this Warrant.

         8.       NOTICES OF RECORD DATE, ETC.  In case:

<PAGE>
          (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  Warrant)  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 the
Holder of this Warrant 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 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  Warrant)  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  are to be offered,  issued or granted.  Such notice  shall be
mailed at least thirty (30) days prior to the date therein specified.

          9. RESERVATION OF STOCK, ETC.,  ISSUABLE ON EXERCISE OF WARRANTS.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery  upon the exercise of this  Warrant and other  similar  Warrants,  such
shares of Common Stock and other stock,  securities and property as from time to
time shall be issuable  upon the exercise of this Warrant and all other  similar
Warrants at the time outstanding.

          10.  REPLACEMENT  OF  WARRANT.  Upon  receipt of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement in an amount reasonably  satisfactory to it, or (in the case
of mutilation) upon surrender and cancellation  thereof, the Company will issue,
in lieu thereof, a new Warrant of like tenor.

<PAGE>

          11. REMEDIES.  The Company  stipulates that the remedies at law of the
Holder  of this  Warrant  in the  event of any  default  by the  Company  in its
performance  of or compliance  with any of the terms of this Warrant are not and
will not be adequate, and that the same may be specifically enforced.

          12.  NEGOTIABILITY,  ETC.  This  Warrant is issued upon the  following
terms, to all of which each taker or owner hereof consents and agrees:

          (a)  Title to this warrant may be transferred  by endorsement  (by the
               Holder hereof  executing the form of assignment at the end hereof
               including  guaranty of signature) and delivery in the same manner
               as  in  the  case  of a  negotiable  instrument  transferable  by
               endorsement and delivery.

          (b)  Any person in  possession  of this Warrant  properly  endorsed is
               authorized to represent  himself as absolute  owner hereof and is
               granted power to transfer  absolute  title hereto by  endorsement
               and delivery  hereof to a bona fide  purchaser  hereof for value;
               each  prior  taker  or  owner  waives  and  renounces  all of his
               equities  or rights in this  Warrant  in favor of every such bona
               fide purchaser,  and every such bona fide purchaser shall acquire
               title hereto and to all rights represented hereby.

          (c)  Until this  Warrant is  transferred  on the books of the Company,
               the Company may treat the  registered  Holder of this  Warrant as
               the absolute owner hereof for all purposes without being affected
               by any notice to the contrary.

          13.  SUBDIVISION OF RIGHTS.  This Warrant (as well as any new warrants
issued pursuant to the provisions of this paragraph) is  exchangeable,  upon the
surrender  hereof by the Holder hereof,  at the principal  office of the Company
for any  number  of new  warrants  of like  tenor and date  representing  in the
aggregate the right to subscribe for and purchase the number of shares of Common
Stock of the Company which may be subscribed for and purchased hereunder.

          14. REGISTRATION RIGHTS.

               a.  Registration.  On or prior to October 27,  1997,  the Company
will  file  a  registration  statement   ("Registration   Statement")  with  the
Securities and Exchange  Commission  ("SEC") covering (x) the Warrants,  and (y)
the shares of Common Stock  issuable upon exercise of the Warrants (and covering
such other  securities  as the Company shall  determine in its sole  discretion)
(collectively "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  until the
earlier of (i) seven years from the date it is declared effective by the SEC, or
(ii) the sale of all of the Registrable Securities.

<PAGE>
               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 the
     request of the Holder, forthwith supply such reasonable number of copies of
     the Registration  Statement,  preliminary prospectus and prospectus meeting
     the requirements of the Securities Act of 1933, as amended (the "Securities
     Act"), and other documents  necessary or incidental to a public offering of
     the Registrable Securities,  as shall be reasonably requested by the Holder
     to permit  the  Holder  to make a public  distribution  of its,  his or her
     Registrable Securities;  provided, however, that by accepting this Warrant,
     the  Holder  agrees,  if  requested  by  the  managing   underwriter(s)  in
     connection  with an underwritten  public  offering of the Company's  equity
     securities,  to  enter  into  a  customary  agreement  with  such  managing
     underwriter(s)  not to offer for sale or sell its,  his or her  Registrable
     Securities  for up to 180 days after such  offering..  The Company will use
     its reasonable  efforts to qualify the  Registrable  Securities for sale in
     such  states  as the  Holder of  Registrable  Securities  shall  reasonably
     request,  provided  that no such  qualification  will  be  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 the Holder's  Registrable  Securities
     are expressly  conditioned  on the Holder's  furnishing to the Company such
     appropriate  information  concerning the Holder,  the Holder's  Registrable
     Securities  and the  terms of the  Holder's  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 14,  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 counsel for the Holder,  if
     any,  in  each  case  arising  in  connection  with   registration  of  the
     Registrable Securities shall be payable by the Holder.

                    (iii) In connection with the registration of the Registrable
     Securities  pursuant to this Paragraph 14,  the Company shall indemnify and
     hold harmless the Holder, its affiliates,  officers,  directors,  partners,
     employees,  agents and  representatives,  each person, if any, who controls
     the Holder  within  the  meaning of the  Securities  Act or the  Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), any person 

<PAGE>

     deemed to be an  underwriter of the  Registrable  Securities 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,  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 the Holder.

                    (iv) The Holder 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
     or on behalf of the Holder 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  party  receives  periodic
     payments for legal or other expenses during the course of an  investigation
     or defense, and such party subsequently received payments for such expenses
     from any other parties to the  proceeding,  such payments  shall be used by
     the indemnified party 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  

<PAGE>
     against  such party in respect of which a claim is to be made  against  any
     indemnified  party 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  party 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  party 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  satisfactory to such indemnified party, and after notice from
     the  indemnifying  party to such  indemnified  party of its  election so to
     assume the defense thereof,  the indemnifying  party shall not be liable to
     such  indemnified  party  for  any  legal  or  other  expense,  other  than
     reasonable costs of investigation subsequently incurred by such indemnified
     party in connection with the defense thereof.  The indemnified  party 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 party, when and as incurred,  unless (A) the employment of
     counsel by such  indemnified  party has been authorized by the indemnifying
     party, (B) the indemnified party 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 party shall have reasonably  concluded (based on advice
     of  counsel)  that  there  may  be  a  conflict  of  interest  between  the
     indemnifying  party and the indemnified  party 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  party),
     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,  which shall not be
     unreasonably withheld.

                    (vi)   If  the   indemnification   provided   for  in   this
     Paragraph 14 is unavailable to any  indemnified  party hereunder in respect
     of any  losses,  claims,  damages,  liabilities  or  expenses  referred  to
     therein,  then  the  indemnifying  party,  in  lieu  of  indemnifying  such
     indemnified  party,  shall contribute to the amount paid or payable by such
     indemnified party 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  parties 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  parties 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 parties, and the parties' relative intent, knowledge, access to
     information and 

<PAGE>
     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.

                    (vii) The Company and the Holder  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 the contribution  obligation of the Holder be greater in amount
     than the excess of (A) the dollar amount of proceeds received by the Holder
     upon the sale of the securities giving rise to such contribution obligation
     over (B) the dollar  amount of any  damages  that the Holder has  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 the Holder shall impose upon the Holder any  obligation to
     sell his, her or its Registrable Securities.

                    (ix) The  Holder,  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,
     shall  promptly  discontinue  the  sale  of  his,  her or  its  Registrable
     Securities  until the Holder  receives a copy of a supplemented  or amended
     prospectus  from the Company,  which the Company  shall  provide as soon as
     practicable after such notice.

          15. MAILING OF NOTICES, ETC. All notices,  requests,  claims, demands,
waivers  and other  communications  hereunder  shall be in writing  and shall be
deemed to have  been duly  given  when  delivered  by hand,  when  delivered  by
courier,  three days after being deposited in the mail  (registered or certified
mail, postage prepaid, return receipt requested),  or when received by facsimile
transmission upon receipt of a confirmed transmission report, as follows:

If to the Company:                  50 Orville Drive
                                    Bohemia, New York 11716
                                    Tel:  (516) 784-4110
                                    Fax:  (516) 784-4132
                                    Attention:  Chief Executive Officer

<PAGE>

and if to the Holder of this Warrant to the address  furnished to the Company in
writing by the last Holder of this  Warrant who shall have  furnished an address
to the Company in writing.  Either the Company or the Holder of this Warrant, by
notice given to the other parties hereto in accordance with this Section 15, may
change the  address or  facsimile  transmission  number to which such  notice or
other communications are to be sent to such party.

          16.  HEADINGS,  ETC.  The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect the meaning hereof.

          17. CHANGE,  WAIVER, ETC. Neither this Warrant nor any term hereof may
be changed, waived, discharged or terminated orally but only by an instrument in
writing  signed by the party against which  enforcement  of the change,  waiver,
discharge or termination is sought.

<PAGE>

          18.  GOVERNING  LAW.  This Warrant  shall be construed and enforced in
accordance with the laws of the State of New York.

                                                     LOGIMETRICS, INC.


                                                     By:                        

Dated:  [date of issuance]

Attest:


<PAGE>

                  [To be signed only upon exercise of Warrant]


To LOGIMETRICS, INC.:

          The  undersigned,  the Holder of the within  Series I Warrant,  hereby
irrevocably  elects to exercise the purchase  right  represented by such Warrant
for,  and to  purchase  thereunder,  ____________  shares  of  Common  Stock  of
LOGIMETRICS,  INC. and herewith  makes payment of  $____________  therefor,  and
requests that the  certificates for such shares be issued in the name of, and be
delivered to, _______________, whose address is _________________________.


Dated:


                                            

                                                                             
                             (Signature must conform in all respects to name of
                              Holder as specified on the face of the Warrant)

                              Address:

<PAGE>


                  [To be signed only upon transfer of Warrant]


          FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns  and
transfers  unto  ________________________  the right  represented  by the within
Series I Warrant to  purchase  the  ____________  shares of the Common  Stock of
LOGIMETRICS,  INC. to which the within  Series I Warrant  relates,  and appoints
________________________  attorney  to  transfer  said  right  on the  books  of
LOGIMETRICS, INC. with full power of substitution in the premises.

Dated:



                                                                        
                             (Signature must conform in all respects to name of
                              Holder as specified on the face of the Warrant)

                              Address:


In the presence of

<PAGE>

                                                                     EXHIBIT E

                 LIST OF PURCHASERS AND ALLOCATION OF PURCHASE

                                   [OMITTED]


<PAGE>

                                   EXHIBIT F

                  LIST OF PURCHASERS AND ALLOCATION OF OPTION

                                   [OMITTED]