SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A2

        FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                     For the fiscal year ended June 30, 1997
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                           Commission File No. 0-10696

                                LogiMetrics, Inc.
              (Exact name of small business issuer in its charter)

         Delaware                                           112171701
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)

                    50 Orville Drive, Bohemia, New York 11716
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number:(516) 784-4110

        Securities registered pursuant to Section 12(b) of the Act: NONE

            Securities registered pursuant Section 12 (g) of the Act:

                     Common Stock, par value $.01 per share
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                         Yes  [ ]          No       [X]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB [ ]

State issuer's revenues for its most recent fiscal year: $11,374,182

As of December  31,  1997,  the  aggregate  market value of voting stock held by
non-affiliates  of the Registrant was $2,111,000 as computed by reference to the
closing  bid price of the stock  ($0.44)  multiplied  by the number of shares of
voting stock outstanding on December 31, 1997 held by non-affiliates.

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock as of the latest practicable date.

Class of Common Stock                   Outstanding at December 31, 1997

Common Stock, par value                        25,648,984 shares
$.01 per share

              Transitional Small Business Disclosure Format (check one):

                          Yes [ ]            No [X]

<PAGE>
                                LOGIMETRICS, INC.
                                 FORM 10-KSB/A2
                            YEAR ENDED JUNE 30, 1997
                                      INDEX


                                     PART II


Item 6.   Management's Discussion and Analysis or Plan of Operation........  3

Item 7.   Consolidated Financial Statements................................  7


<PAGE>

                                     PART II


Item 6. Management's  Discussion and Analysis or Plan of Operation

Results of Operations

Overview

On April 25, 1997, a wholly owned  subsidiary of the Company merged into mmTech,
in a  transaction  accounted  for as a pooling of  interests.  Accordingly,  the
consolidated  financial statements have been restated to include the accounts of
mmTech for all periods presented.  Unless otherwise indicated, all references to
the Company in the Management's  Discussions and Analysis of Financial Condition
and Results of Operations  include mmTech and all references to LogiMetrics mean
the Company excluding mmTech.

Fiscal Year Ended June 30, 1997 Compared to Fiscal Year Ended June 30, 1996

Net Revenues. For the fiscal year ended June 30, 1997, net revenues increased by
$2.5 million,  or 28.1%,  to $11.4 million from $8.9 million for the fiscal year
ended June 30, 1996, due to increased  sales of  transmitting  equipment to CT&T
and its  licensees  for use in the LMDS market.  The increase in LMDS  equipment
sales   reflects  the   Company's   emphasis  on  more   profitable   commercial
applications.  Net  revenues  from  the  sale  of  TWTAs  and  other  high-power
amplifiers in the Company's  traditional  markets were approximately the same as
for the prior year.

Gross Profit. For the fiscal year ended June 30, 1997, gross profit increased by
$3.8 million to $2.8  million,  from a negative $1.0 million for the fiscal year
ended June 30, 1996. As a percentage of net revenues,  gross profit increased to
24.7% for the 1997 fiscal year from a negative  10.7% for the 1996 fiscal  year.
The  improvement  in gross profit was  attributable  to increased  sales of LMDS
equipment,  which  typically  have  higher  margins  than  the  Company's  other
products.  In  addition,  gross  profit for the 1996 fiscal  year was  adversely
affected as a result of a write-off of approximately $448,000 of slow moving and
obsolete  inventory and a write-down of  approximately  $960,000 of inventory to
lower of cost or market.  During the quarter  ended March 31, 1996,  the Company
stopped  selling  equipment  used in certain  defense-related  applications  and
shifted its sales efforts toward commercial applications. The write-off resulted
primarily  from the  Company's  determination  that,  as a result of this shift,
certain  defense-related  inventory would have no realizable value. As a result,
the  Company  determined  that the value of  certain  inventory  items  relating
primarily to defense-related  products and components should be written off. The
inventory  write-down  resulted  from decreases in market costs of raw materials
held in the Company's inventory.

Selling,  General and  Administrative.  For the fiscal year ended June 30, 1997,
selling,  general and administrative expenses increased by $309,000, or 9.6%, to
$3.5 million  from $3.2  million for the fiscal year ended June 30,  1996.  As a
percentage  of  net  revenues,  selling,  general  and  administrative  expenses
decreased  to 30.9% in the 1997 fiscal year from 36.2% in the 1996 fiscal  year.
Selling,  general and administrative expenses primarily increased as a result of
an increase of  professional  fees of $311,000 due primarily to fees incurred in
connection  with the  mmTech  merger.  The  decrease  in  selling,  general  and
administrative   expenses  as  a  percentage   of  net  revenues  was  primarily
attributable to the spreading of expenses over a higher revenue base and actions
taken by management to conserve cash and rationalize the Company's operations.

Research and Development.  For the fiscal year ended June 30, 1997, research and
development expense increased by $19,000, or 3.0%, to $648,000 from $629,000 for
the fiscal year ended June 30, 1996.  Research and development  expenses for the
fiscal year ended June 30, 1997 related to both new product  development as well
as enhancements of the Company's existing LMDS product line.

Interest  Expense.  For the fiscal year ended June 30,  1997,  interest  expense
increased by $308,000,  or 67.6%,  to $764,000 from $456,000 for the fiscal year
ended  June 30,  1996.  Interest  expense  increased  primarily  as a result  of
increased  borrowings  used to finance the Company's  working  capital needs, as
well as an increase in the average rate of interest  resulting  from the failure
of the  Company to comply  with  certain  registration  covenants  contained  in
certain of the Company's debt instruments.

Income Taxes.  In the fiscal year ended June 30, 1997, the Company had an income
tax expense of  $380,000,  compared to an income tax benefit of $299,000 for the
fiscal year ended June 30, 1996.  LogiMetrics and mmTech currently file separate
federal  and state tax  returns.  The tax expense  recorded  in 1997  relates to
pre-tax income generated by mmTech.

<PAGE>

Financial Condition, Liquidity and Capital Resources

As of June 30, 1997, the Company had cash and cash  equivalents of $368,000.  As
of such date,  the Company had total  current  assets of $6.7  million and total
current liabilities of $9.7 million.

Net cash provided by operating activities was $212,000 for the 1997 fiscal year,
compared to cash used for  operating  activities of $2.1 million in fiscal 1996.
Net cash provided by operating  activities during fiscal 1997 resulted primarily
from a  significant  increase  in accounts  payable and accrued  expenses as the
Company sought to defer  payments to suppliers to conserve cash,  offset in part
by a higher level of inventory,  and the Company's net loss of $2.5 million. Net
cash used in operating activities during fiscal 1996 resulted primarily from the
Company's  net  loss of $4.9  million,  offset  in part by an  increase  in cash
resulting from payments received under certain long-term contracts,  an increase
in accounts payable and accrued  expenses and a decrease in accounts  receivable
as the Company continued its efforts to conserve cash.

Net cash used for  investing  activities  was $159,000 for the 1997 fiscal year,
and $139,000 for the 1996 fiscal year. Net cash used for investing activities in
each  fiscal  year  resulted  from the  purchase  of  equipment  to support  the
Company's operations.

Net cash provided by financing  activities  was $46,000 for the 1997 fiscal year
and $2.2  million  for the 1996 fiscal  year.  Net cash  provided  by  financing
activities  during fiscal 1997 resulted  primarily  from the proceeds of certain
debt and warrant  issuances by the Company,  offset in part by the  repayment of
certain  outstanding  indebtedness.  Net cash  provided by financing  activities
during fiscal 1996 resulted primarily from increased borrowings,  offset in part
by the repayment of certain outstanding indebtedness.

The Company's capital expenditures during fiscal 1997 aggregated $159,000.  Such
expenditures  consisted  primarily of the  acquisition  of  equipment  needed to
support  the  Company's   operations.   The  Company  anticipates  that  capital
expenditures  during  fiscal  1998  will  increase,  in part as a result  of the
Company's intent to modernize its management  information  systems as funding is
available.  The Company expects to finance such capital  expenditures out of its
working capital.

During the fiscal  years  ended June 30,  1997 and June 30,  1996,  the  Company
raised  approximately  $3.0  million  from  the  private  sales  of  convertible
debentures,  convertible  preferred  stock and warrants to fund a portion of its
cash flow needs. In addition, the Company has attempted to address its liquidity
needs through,  among other things,  headcount  reductions and  negotiations  of
credit terms with its suppliers.  However, to date, the Company has continued to
record  losses  and has  failed  to  generate  sufficient  cash flow to fund its
working capital  requirements.  To the extent that the Company is unable to meet
its  working  capital   requirements  by  generating  positive  cash  flow  from
operations,  the  Company  intends to  continue to fund a portion of its working
capital requirements through the sale of its securities. See "Right to Designate
Directors;  Changes in Control."  There can be no assurance that the Company can
continue to finance its  operations  through the sale of securities or as to the
terms of any such sales that may occur in the  future.  If the Company is unable
to attain  profitable  operations  and to  generate  sufficient  cash flow or to
obtain sufficient financing to fund its operations,  the Company may not be able
to achieve its growth objectives, may have to curtail its marketing, development
or operations, and may be unable to continue as a going concern.

The  Company is a party to a Restated  and Amended  Term Loan Note,  dated as of
April 25, 1997, and a Sixth Restated and Amended Revolving Credit Note, dated as
of April 25,  1997,  pursuant to which North Fork Bank (the "Bank") has provided
the Company with a $640,000 term loan (the "Term Loan") which  matures  December
31, 1998 and a revolving credit facility (the  "Revolver")  which, by its terms,
matures on April 30, 1998, pursuant to which, the Company is entitled to draw up
to $2,200,000  assuming  sufficient  eligible inventory and accounts  receivable
(the Term Loan and the  Revolver  are  referred  to herein  collectively  as the
"Facility").  At June 30, 1997, the Company had approximately $874,000 available
under the Revolver.  The Term Loan and the Revolver bear interest at the rate of
2% per annum in excess of the Bank's prime rate.  At June 30,  1997,  the Bank's
prime rate was 8.5%. As a result of the Company's  losses during fiscal 1997, as
of June 30, 1997,  the Company was in  violation of a covenant  contained in the
Facility  that the  Company  report net income of at least $1.00 for each fiscal
quarter  beginning  with the  quarter  ended  June 30,  1997  (the  "Net  Income
Covenant").  Additionally,  as of October 28, 1997, the Company was in violation
of a covenant  contained in the Facility  which  required the Company to deliver
audited financial  statements for the fiscal year ended June 30, 1997, and as of
November 14, 1997,  the Company was in violation of a covenant  contained in the
Facility  requiring the Company to deliver to the Bank financial  statements for
the fiscal quarter ended  September 30, 1997 (these  covenants are  collectively
referred  to  herein as the  "Reporting  Requirement  Covenants").  The Bank has
waived the Net Income  Covenant  default in respect of the fiscal quarters ended
June 30, 1997 and  September  30, 1997.  The Bank has also waived the  Reporting
Requirement Covenants defaults until February 28, 1998.

In  addition  to the  Facility,  at June 30,  1997 the  Company  had  issued and
outstanding $1,500,000 of its 12% Convertible Senior Subordinated Debentures due

<PAGE>

December  31,  1998  (which  were  subsequently  exchanged  for the  Amended and
Restated  Class B 13% Senior  Subordinated  Debentures  due July 29,  1999,  the
"Class B  Debentures"),  which contain  financial  covenants  identical to those
contained in the Facility.  Accordingly, as of June 30, 1997, the Company was in
default  in  respect  of the  Net  Income  Covenant  contained  in the  Class  B
Debentures to the same extent as under the Facility. Additionally, as of October
28, 1997 and  November  14,  1997,  the Company was in default of the  Reporting
Requirement  Covenants to the same extent as under the  Facility.  The holder of
the Class B Debentures has waived the Net Income Covenant  default in respect of
the fiscal  quarters  ended June 30, 1997,  September  30, 1997 and December 31,
1997, and has waived the Reporting Requirement Covenants defaults until February
28,  1998.  Pursuant  to the terms of the Class B  Debentures,  the  Company was
required to file a  registration  statement  covering,  among other things,  the
resale of the shares of Common Stock  issuable  upon the  conversion  of Class B
Debentures  on or  prior  to  October  27,  1997  and to have  the  registration
statement  declared  effective by the  Securities and Exchange  Commission  (the
"SEC")  on or prior to  January  25,  1998.  The  Company  has not yet filed the
registration  statement.  As a result,  effective  October 28, 1997 the interest
rate on the Class B Debentures  was  increased  by 1-1/2% per annum  pursuant to
their terms. Unless the Company complies with its registration obligations,  the
interest rate on the Class B Debentures will continue to increase  (subject to a
maximum  interest  rate of 17% per annum).  The holder of the Class B Debentures
has  the  right  to  declare  all  amounts  thereunder  due and  payable  if the
registration statement is not declared effective by the SEC on or prior to April
25,  1998.  The holder of the Class B Debentures  has waived until  February 28,
1998 any  default  arising  as a result  of the  Company's  failure  to file the
required registration statement.

In the  event  that the  Company  is  unable  to  comply  with the  terms of the
indebtedness  described  above and does not obtain  waivers of any defaults that
might  occur  as a  result  thereof,  the Bank  and the  holders  of the  Senior
Subordinated  Indebtedness  would  have the right to  declare  the  amounts  due
thereunder due and owing. In the event of such  acceleration,  the Company would
be required to obtain additional financing to repay the amounts owed to the Bank
and the holders of the Senior Subordinated Indebtedness or to take other actions
to protect its business and assets.

At  December  31,  1997,  CT&T was  indebted  to the  Company  in the  amount of
approximately  $3.4 million,  representing  amounts due and owing as a result of
equipment  purchased by CT&T,  approximately $3.1 million of which was more than
60 days past due at such date. The Company has been engaged in discussions  with
CT&T pursuant to which,  among other things,  the Company has sought  payment of
all amounts past due from CT&T. In connection with those  discussions,  CT&T has
alleged  that it is entitled to certain  credits or offsets  against  amounts it
owes to the Company.  The Company  believes the  objections to payment raised by
CT&T in its discussions with the Company are without merit.

In December 1997, CVNY entered into a letter agreement with the Company pursuant
to which CVNY agreed to pay on behalf of CT&T  approximately $3.0 million of the
amounts  owed by CT&T.  Under  the  terms of the  letter  agreement,  CVNY  paid
$350,000 to the Company,  and delivered to the Company a secured promissory note
in the principal amount of approximately  $2.6 million (the "CVNY Note").  As of
December  28, 1997,  CVNY had paid  approximately  $50,000  pursuant to the CVNY
Note.  On December  31, 1997,  the Company sold the CVNY Note for  approximately
$2.4 million.

There can be no assurance that the Company will receive payment of the remaining
amounts  owed to it by CT&T or as to the  timing of any such  payments  that are
ultimately  made.  The Company may be required to institute  litigation  against
CT&T for the  payment of the  amounts  owed.  Any such  litigation  is likely to
result in the incurrence of significant expenses by the Company and may continue
for an extended period of time. In addition,  there can be no assurance that the
Company will prevail in any such  litigation  or that any amount  awarded to the
Company in such litigation will ultimately be collectible. Further, there can be
no assurance that CT&T would continue to purchase  equipment from the Company if
such litigation were instituted.

Net Operating Loss Carry Forward

LogiMetrics  and mmTech  currently  file  separate  federal and state income tax
returns. As of June 30, 1997,  LogiMetrics had net operating loss carry forwards
of approximately $6.1 million available to be used to offset future income. Such
loss carry-forwards expire between 2011 and 2012.

Inflation

Inflation  was not a  material  factor  in  either  the  sales or the  operating
expenses of the Company during the periods presented herein.

Recent Pronouncements of the Financial Accounting Standards Board

In February  1997, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128") which  establishes  standards for computing  and  presenting  earnings per
share.  SFAS 128 replaces  the  presentation  of primary  earnings per share and
fully  diluted  earnings  per share with basic  earnings  per share and  diluted
earnings per share, respectively. Basic earnings per share excludes dilution and
is computed by dividing income available to common  stockholders by the weighted

<PAGE>

average number of common shares outstanding for the period. Diluted earnings per
share is computed similarly to fully diluted earnings per share. The standard is
effective for financial  statements  for periods ending after December 15, 1997,
with earlier application not permitted.

Because the Company  incurred  losses in both of the fiscal years ended June 30,
1997 and 1996,  the  reported  losses per share would not have been  affected by
using this new standard.

In June 1997, the FASB issued  Statement of Financial  Accounting  Standards No.
131,  "Disclosures  about  Segments of an Enterprise  and Related  Information,"
which requires disclosure of reportable operating segments and will be effective
for financial  statements  issued for fiscal years  beginning after December 31,
1997.  The  Company  will be  reviewing  this  pronouncement  to  determine  its
applicability to the Company, if any.

Forward-Looking Statements

This Annual Report on Form 10-KSB contains forward-looking statements within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements include,
but are not limited to, the  anticipated  development  and growth of the markets
for the  Company's  products,  the  anticipated  growth  in the  demand  for the
Company's products, the Company's opportunities to increase sales through, among
other things,  the  development of new markets for the Company's  products,  the
development of new products,  the  probability  of the Company's  success in the
sale of its  products  in current or future  markets,  the  potential  effect of
government regulations, the Company's liquidity and capital requirements and the
Company's need for additional  working  capital.  Although the Company  believes
that the expectations reflected in such forward-looking  statements are based on
reasonable assumptions,  there can be no assurance that its expectations will be
realized.  Forward-looking  statements  involve known and unknown risks that may
cause the Company's actual results for future periods to differ  materially from
management's  expectations.  Future  events and actual  results,  financial  and
otherwise,  could differ  materially  from those set forth in or contemplated by
the  forward-looking  statements  contained  herein.  Factors  that could  cause
results to differ materially from the Company's  expectations  include,  but are
not limited to, the following:  general  economic and political  conditions,  as
well as  conditions  in the markets for the  Company's  products;  the Company's
history of losses,  cash constraints and ability to continue as a going concern;
the recent shift in the Company's  business focus;  the Company's  dependence on
and the effects of government  regulation;  the Company's dependence on the LMDS
market and uncertainties relating to the size and timing of any such market that
ultimately develops; the Company's dependence on large orders and the effects of
customer concentrations;  the Company's relationship with CT&T and the resulting
limitations  on the  Company's  ability to sell certain of its products to third
parties;  the Company's dependence on the sale of securities to meet its working
capital needs; the Company's dependence on future product development and market
acceptance  of the  Company's  products,  particularly  in the LMDS market;  the
Company's limited  proprietary  technology;  possible  fluctuations in quarterly
results;  the effects of competition;  risks related to  international  business
operations;  the Company's dependence on independent sales representatives;  and
the Company's dependence on a limited number of suppliers.  Other factors may be
described  from time to time in the  Company's  other filings with the SEC, news
releases and other communications.

<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Item 7.  Consolidated Financial Statements

                                                                   Page

Opinions of Independent Certified Public Accountants              8, 9

Balance Sheet - June 30, 1997                                       10

Statements of Operations                                            11
Years ended June 30, 1997 and 1996

Statements of Stockholders' Equity (Deficiency)                  12, 13
Years ended June 30, 1997 and 1996

Statements of Cash Flows                                             14
Years ended June 30, 1997 and 1996

Notes to Financial Statements                                     15-29


<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders LogiMetrics, Inc. and Subsidiaries
Bohemia, New York

We have audited the accompanying consolidated balance sheet of LogiMetrics, Inc.
and  Subsidiaries   (the  "Company")  as  of  June  30,  1997  and  the  related
consolidated  statements of operations,  stockholders'  equity  (deficiency) and
cash flows for each of the two years in the period then ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.  We did not audit the statements of income,  accumulated  deficit and
cash  flows of  mmTech,  Inc.,  a  wholly-owned  subsidiary,  for the year ended
October 31, 1996,  which statements  reflect total revenues  constituting 43% of
consolidated  total revenues for the year ended June 30, 1996.  Those  financial
statements were audited by other auditors whose report has been furnished to us,
and our opinion,  insofar as it relates to the amounts included for mmTech, Inc.
is based solely on the report of such auditors.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  from  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  based on our audits and the report of the other auditors,  such
consolidated  financial statements present fairly, in all material respects, the
financial  position of the Company as of June 30, 1997, and the results of their
operations  and their cash  flows for each of the two years in the period  ended
June 30, 1997 in conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements,  the Company's losses from operations,  its
deficiency in working capital and the  stockholders'  capital  deficiency  raise
substantial doubt about its ability to continue as a going concern. Management's
plans  concerning  these matters are also described in Note 2. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Jericho, New York
January 5, 1998


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Stockholder of
mmTech, Inc.

We have audited the statements of income, accumulated deficit, and cash flows of
mmTech, Inc. for the year ended October 31, 1996. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.


We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the  financial  statements  referred to in the first  paragraph
present  fairly,  in all material  respects,  the results of operations and cash
flows of mmTech,  Inc. for the year ended  October 31, 1996 in  conformity  with
generally accepted accounting principles.

/s/ Reydel, Perier & Neral

REYDEL, PERIER & NERAL, PA
Wall, New Jersey
February 7, 1997

<PAGE>


                                LOGIMETRICS, INC.
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 1997

  ASSETS
    Current Assets
      Cash (Note 8)..................................................  $368,327
      Accounts receivable, less allowance
        for doubtful accounts of $150,000...........................  2,156,464
      Costs and estimated earnings in excess of
         billings on uncompleted contracts (Note 4)..................   785,013
      Inventories (Note 5)........................................... 3,349,036
      Prepaid expenses and other current assets......................    89,512

          Total current assets....................................... 6,748,352

       Equipment and fixtures (net) (Note 7)   ......................   620,243
       Deferred financing costs......................................   216,462
       Other assets..................................................    38,443

          TOTAL ASSETS.............................................. $7,623,500

   LIABILITIES AND STOCKHOLDERS' DEFICIENCY
     Current Liabilities
        Accounts payable and other accrued expenses................. $4,975,804
        Advance payments............................................  1,125,907
        Income taxes payable........................................    416,564
        Current portion of long-term debt (Note 8)..................  3,193,018

          Total current liabilities.................................  9,711,293

     Long term debt.................................................  1,594,314

          TOTAL LIABILITIES......................................... 11,305,607

      Commitments  (Note 12)
      Stockholders' deficiency (Notes 8 and 10)
        Preferred Stock:
           Series A, stated value $50,000 per share;
           authorized, 200 shares; issued and
           outstanding, 30 shares...................................    990,564
        Warrants  (Note 10).........................................  1,023,234
        Common Stock:
           Par Value $.01; authorized,
           100,000,000 shares; issued and
           outstanding, 22,391,434 shares...........................    223,914
        Additional paid-in capital..................................  1,353,214
        Deficit..................................................... (7,110,083)
        Stock subscriptions receivable (Note 10) ...................   (162,950)

           TOTAL STOCKHOLDERS' DEFICIENCY........................... (3,682,107)

             TOTAL LIABILITIES AND
             STOCKHOLDERS' DEFICIENCY............................... $7,623,500

                 See Notes to Consolidated Financial Statements

<PAGE>
<TABLE>
<CAPTION>

                                LOGIMETRICS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                           YEAR ENDED JUNE 30,
                                                            1997                1996

                                                                              Restated (Note 3)
<S>                                                       <C>                     <C>
Net Revenues.....................................         $11,374,182             $8,879,544
Cost and expenses:
Cost of revenues (Note 4)........................           8,563,694              9,831,316
Selling, general and
administrative expenses..........................           3,520,094              3,211,232
Research and development.........................             647,919                628,967

Loss from operations.............................          (1,357,525)            (4,791,971)
Interest expense.................................             763,801                455,741

Loss before income taxes.........................          (2,121,326)            (5,247,712)
(Benefit) provision for
income taxes (Note 9)............................             380,000               (299,000)

Net loss.........................................          (2,501,326)            (4,948,712)
Preferred stock dividends........................             234,164                 57,205

Net loss attributable
to common shareholders...........................         $(2,735,490)           $(5,005,917)

Loss per common
share (Note 11)..................................              $(0.12)                $(0.23)

Weighted average number of common
shares and equivalents outstanding (Note 10).....          22,282,361             22,202,754

                 See Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                                LOGIMETRICS, INC.
                                            CONSOLIDATED STATEMENTS OF
                                         STOCKHOLDERS' EQUITY (DEFICIENCY)

                              Par Value

                              Class A      Class B                  Additional              Stock           Retained   Stockholders'
                              Common       Common     Preferred     Paid-in                 Subscriptions   Earnings   Equity
                              Stock        Stock      Stock         Capital      Warrants   Receivable      (Deficit)  (Deficit)

<S>                          <C>           <C>                     <C>                      <C>             <C>          <C>
Balance, June 30, 1995
as previously reported       $261,060      $25,000      -          $1,949,209       -       $(177,950)      $601,395     $2,658,714

Common stock issued
pursuant to merger
(Note 3)..............      1,924,780        -          -          (1,923,780)      -          -            (216,400)      (215,400)
                            ---------       -------    ----        -----------    -----      ---------       --------     ----------
Balance, June 30, 1995
as restated (Note 3)..      2,185,840       25,000      -              25,429       -        (177,950)       384,995      2,443,314
                            ---------       ------     ----        -----------    -----      ---------       --------     ----------
Receipt of stock
subscription payments.         -             -          -                -          -          13,750           -            13,750

Issuance of Warrants
Series A..............         -             -          -                -        11,285         -              -            11,285
Series B..............         -             -          -                -        28,215                                     28,215
Series C..............         -             -          -                -       457,628                                    457,628
Series D..............                                                   -       509,436                                    509,436
Series E..............                                                   -        10,000                                     10,000
Series F..............                                                   -         6,670                                      6,670

Preferred Stock issuance                             990,564             -                                                  990,564

Conversion of Class B
Common Stock to Class
A Common Stock........         25,000      (25,000)     -                -          -           -               -               -

Change in par value per
share from
$.10 to $.01..........     (1,989,756)       -          -           1,989,756       -           -               -               -

Exercise of Series D
Warrants..............            943        -          -                -          -           -               -               943

Expenditures relating to
Preferred Stock
offering and
registration
statement.............           -           -          -            (370,602)      -           -               -          (370,602)

Net loss..............           -           -          -                -          -           -         (4,948,712)    (4,948,712)

Preferred Stock dividends                    -                        (57,205)                                              (57,205)
                                                                     ---------                                           -----------

Balance, June 30, 1996        222,027        -       990,564        1,587,378  1,023,234     (164,200)    (4,563,717)      (904,714)
                              -------       ----     -------        ---------  ---------     ---------    -----------    -----------
Receipt of stock
  subscription payments                                                                         1,250                         1,250

Exercise of Series D Warrants   1,887                                                                                         1,887

Net loss..............           -           -          -                -          -            -        (2,501,326)    (2,501,326)

Change in year end of pooled
company...............                                                                                       (45,040)       (45,040)

Preferred Stock dividends        -           -          -          (234,164)       -               -             -         (234,164)
                              -------       ----    --------     -----------  ----------    ---------    -----------    ------------
Balance, June 30, 1997       $223,914       $-      $990,564     $1,353,214   $1,023,234    $(162,950)   $(7,110,083)   $(3,682,107)
                             ========       ====    ========     ==========   ==========    ==========   ============   ============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                LOGIMETRICS, INC.

                                                 LOGIMETRICS, INC.

                      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) (Continued)

                                                                   Class A                  Class B                Preferred
                                                                 Common Stock            Common Stock               Stock

Shares Outstanding

<S>                                                              <C>                      <C>
Balance at June 30, 1995
  As previously reported..................................       2,610,614                250,000                        -

Common Stock issued pursuant
  to the merger (Note 3)..................................      19,247,800                   -                           -

Balance, June 30, 1995
  As restated (Note 3)....................................      21,858,414                250,000                        -

Issuance of Preferred Stock...............................            -                     -                           30

Conversion of Class B
  Common Stock to Class A.................................         250,000               (250,000)                       -

Exercise of Series D
  Warrant.................................................          94,340                 -                             -

Balance at June 30, 1996..................................      22,202,754                 -                             30

Exercise of Series D Warrants.............................         188,680                 -                              -

Balance, June 30, 1997....................................      22,391,434                 -                             30
                                                                ==========                ====                          ====
</TABLE>

                                  See Notes to Consolidated Financial Statements

<PAGE>
<TABLE>
<CAPTION>

                                                LOGIMETRICS, INC.
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                    Year Ended June 30,
                                                                                1997                    1996
                                                                                                 Restated (Note 3)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                          <C>                     <C>
Net loss..........................................................           $(2,501,326)            $(4,948,712)
                                                                             ------------             -----------
Adjustments to reconcile net loss to net cash
     provided by (used for) operating activities:
         Depreciation and amortization............................               462,861                 198,662
         Allowance for doubtful accounts..........................                75,000                  70,500
         Deferred income tax (benefit)............................                     -                (299,000)
         Increase (decrease) in cash from:
              Accounts receivable.................................               443,865                 428,080
              Costs and estimated earnings in excess of
                  billings on uncompleted account contracts.......               216,750               2,357,220
              Inventories.........................................              (929,883)               (963,956)
              Prepaid expenses and other current assets...........               134,485                (124,195)
              Accounts payable and accrued expenses...............             1,870,188                 657,427
              Other assets........................................               440,282                 564,726
                                                                               ---------              -----------
                  Total adjustments...............................             2,713,548               2,889,464
                                                                               ---------              -----------
         Net cash provided by (used for) operating activities.....               212,222              (2,059,248)
                                                                                 -------              -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and fixtures...............................              (159,301)               (139,325)
                                                                                ---------               ---------
         Net cash used for investing activities...................              (159,301)               (139,325)
                                                                                ---------               ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of debt issuance - net...................................               291,003                 568,602
Proceeds of warrant issuance......................................                     -               1,023,234
Proceeds of preferred stock issuance..............................                     -               1,129,398
Repayment of loans from stockholders..............................                (5,972)                (86,032)
Proceeds from exercise of warrants................................                 1,887                     943
Decrease in stock subscriptions receivable........................                 1,250                  13,750
Repayment of debt.................................................              (242,010)               (429,191)
                                                                                ---------              ----------
         Net cash provided by financing activities................                46,158               2,220,704
                                                                                 -------               ---------
NET INCREASE IN CASH..............................................                99,079                  22,131

CASH and CASH EQUIVALENTS, beginning of period....................               269,248                 230,991
                                                                                 -------                 -------
CASH and CASH EQUIVALENTS, end of period..........................              $368,327                $253,122
                                                                                ========                ========
                                  See Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                                        LOGIMETRICS, INC. AND SUBSIDIARIES
                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                        YEARS ENDED JUNE 30, 1997 AND 1996

1.       Description of Business and Summary of Significant Accounting Policies

(a)        Principles of Consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
LogiMetrics,  Inc.  ("LogiMetrics") and its wholly owned  subsidiaries,  mmTech,
Inc.  ("mmTech") and LogiMetrics FSC, Inc.  (collectively,  the "Company").  All
intercompany  balances and transactions  have been eliminated.  The consolidated
financial  statements  of the Company  have been  prepared  to give  retroactive
effect to the business  combination with mmTech (Note 3) which occurred on April
25, 1997 and has been accounted for as a pooling of interests.

(b)        Revenue Recognition

Revenues  related to standard  manufactured  products are  recognized  when such
products are shipped.  The Company reports  revenues from the sale of customized
manufactured    products    related    to    long-term    contracts    on    the
percentage-of-completion method for financial reporting purposes. Revenues under
these  contracts  are  recognized  based on the  proportion  of  contract  costs
incurred to total estimated  contract  costs.  Contract costs include all direct
material  and  labor  costs  and  those   indirect  costs  related  to  contract
performance,  such as indirect labor, supplies, tools, repairs, and depreciation
costs.  Selling,  general,  and  administrative  costs are charged to expense as
incurred.  Provisions for estimated losses on uncompleted  contracts are made in
the period in which such losses are determined. The net sales value of partially
completed contracts in excess of billings is included in current assets.

(c)        Inventories

Inventories  are  stated at the lower of cost  (first-in,  first-out  method) or
market.

(d)        Equipment and Fixtures

Equipment and fixtures are recorded at cost and include  equipment under capital
leases.  Depreciation and amortization are provided by the straight-line  method
over an estimated  useful life of five or ten years and in the case of leasehold
improvements, the remaining lease term.

(e)        Income Taxes

The Company  accounts  for income  taxes  pursuant  to  Statement  of  Financial
Accounting  Standards ("SFAS") No. 109 "Accounting for Income Taxes." Under this
method,  deferred tax assets are  determined  based on  differences  between the
financial  reporting and tax bases of assets and  liabilities,  and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.

(f)        Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

<PAGE>


                       LOGIMETRICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(g)          Long-Lived Assets

Effective July 1, 1996, the Company  adopted  Statement of Financial  Accounting
Standards No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long-Lived  Assets  to  Be  Disposed  Of"  ("Statement   121").   Statement  121
establishes  accounting  standards  for the  impairment  of  long-lived  assets,
certain  identifiable  intangibles,  and goodwill  related to those assets to be
held and used for long-lived assets and certain  identifiable  intangibles to be
disposed of. Statement 121 requires the review of long-lived  assets and certain
identifiable  intangibles  whenever events or changes in circumstances  indicate
that the  carrying  amount of an asset may not be  recoverable.  The adoption of
Statement  121 did not have a  material  effect  on the  consolidated  financial
statements of the Company.

(h)        Fair Value of Financial Instruments

At June 30, 1997, the carrying  amount of the Company's  financial  instruments,
including cash, accounts receivable,  accounts payable, accrued liabilities, and
notes payable,  approximated fair value because of their short-term  maturities.
Long-term borrowings bear interest at variable rates, which approximate market.

(i)        Deferred Financing Costs

Deferred  financing costs are amortized on a straight-line  basis over the lives
of the related obligations.

(j)      Research and Development Costs

The Company expenses all research and development costs as incurred. The Company
incurred  research  and  development  expenses  of  approximately  $648,000  and
$629,000 for the fiscal years ended June 30, 1997 and 1996, respectively.

(k)        Reclassifications

Certain  amounts in the 1996  financial  statements  have been  reclassified  to
conform with 1997 presentation.

2.       Financial Condition and Liquidity

On March 7, 1996, LogiMetrics completed a private placement of senior debentures
and  warrants  (see  Note 8) and a  private  placement  of  preferred  stock and
warrants  (see Note 10(a)).  On July 29, 1997,  the Company  completed a private
placement of  convertible  debentures and warrants (see Note 16). In conjunction
with the March 7, 1996 and July 29, 1997 transactions,  the Company restructured
certain  of its debt  (the  "First  Debt  Restructuring"  and the  "Second  Debt
Restructuring,"  respectively).  Additionally,  on March 7, 1996, new management
was  brought in to change the focus of the  Company's  operations.  The  primary
objective of this change in focus was to redirect  LogiMetrics' focus toward the
higher value-added,  broad band wireless communications market.  Consistent with
this focus, on April 25, 1997, a subsidiary of LogiMetrics merged into mmTech, a
manufacturer  of broad band wireless  communications  equipment.  (The merger is
further discussed in note 3.) As a result of the change in focus, the merger and
other operating inefficiencies  preceding the change in control,  operations for
the fiscal years ended June 30, 1997 and 1996, have been significantly impacted.

As shown in the financial  statements,  during the years ended June 30, 1997 and
1996 the Company incurred net losses of $2,501,326 and $4,948,712, respectively,
and, at June 30, 1997, the Company's  current  liabilities  exceeded its current
assets by $2,962,941,  while its total liabilities  exceeded its total assets by
$3,682,107. The net losses have caused the Company to be in default with respect
to certain  covenants  contained in the Company's  debt  instruments.  While the
Company has currently obtained waivers covering such defaults (such defaults and
related  waivers are more fully  discussed in note 8), there can be no assurance
that the holders of such debt will agree to new waivers, if necessary,  once the
original waivers expire.

The  Company  has  not  paid  any  dividends  on  its  Series  A 12%  Cumulative
Convertible   Redeemable  Preferred  Stock,  par  value  $0.01  per  share  (the
"Preferred  Stock"),  which  have  accumulated  in the  amount of  approximately
$380,000 through December 31, 1997.  Additionally,  as of December 31, 1997, the
Company  is past due in  payments  to  vendors  in an  amount  of  approximately
$1,800,000.

Recognizing the need for additional resources to fund the Company's  anticipated
operating  shortfalls,  management has entered into  discussions with investment
bankers and other consultants to assist with identifying and pursuing additional
funding sources.  In relation to these efforts,  during the years ended June 30,

<PAGE>

1997 and 1996,  the Company raised  approximately  $3.0 million from the private
sale of  convertible  debentures,  convertible  preferred  stock  and  warrants.
Through  December 31, 1997 the Company raised  approximately  an additional $3.4
million through the private issuance of convertible debentures and warrants; and
on December  31,  1997,  the Company  sold  approximately  $2.6 million of notes
receivable for approximately  $2.4 million in cash (refer to note 16 for further
information).  While  management  expects  that the  continuing  efforts  of the
investment  bankers and other  consultants will result in the  identification of
new  financing  sources,  no  assurance  can be given that the  Company  will be
successful in raising capital.

Based upon the above  information,  the Company's  financial  statements for the
year ended June 30,  1997 have been  prepared  on a going  concern  basis  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments in the normal course of business.  The Company's  continuation  as a
going concern is dependent upon its ability to generate  sufficient cash flow to
meet its  obligations on a timely basis,  to comply with the terms and covenants
of its financial  agreements,  to obtain additional  financing or refinancing as
may be required, and ultimately to attain successful operations.  If the Company
is unable to generate  sufficient  cash flows from  operations or other sources,
the  Company  may not be able to  achieve  its  growth  objectives,  may have to
curtail its marketing,  development or operations, and may be unable to continue
as a going concern.

3.       Acquisition

On April 25, 1997, a wholly owned subsidiary of LogiMetrics  merged into mmTech,
pursuant to which LogiMetrics  issued 19,247,800 shares of its common stock, par
value $0.01 per share (the "Common  Stock"),  to Mr. Charles S. Brand,  the sole
stockholder of mmTech.  mmTech is primarily engaged in the design,  development,
manufacturing and sale of telecommunications  equipment used in Local Multipoint
Distribution Service ("LMDS") systems that deliver wireless video, telephone and
data signals.  The  acquisition has been accounted for as a pooling of interests
and,  accordingly,  the consolidated  financial statements have been restated to
include  the  accounts  of mmTech for all periods  presented.  The  accompanying
consolidated  financial  statements for the year ended June 30, 1997 include the
operations  of mmTech on a common  fiscal year.  The  accompanying  consolidated
financial  statements for the year ended June 30, 1996 include the operations of
mmTech for the fiscal year ended October 31, 1996.  Accordingly,  as a result of
conforming  fiscal years,  mmTech's net income of $45,040 for the period July 1,
1996 through October 31, 1996 is included twice in the accompanying consolidated
statements of operations  for the fiscal years ended June 30, 1997 and 1996, and
has  been  included  as  an  adjustment  to  consolidated  accumulated  deficit.
Additionally,  revenues of approximately  $963,000 and expenses of approximately
$918,000 for the period from July 1, 1996 through  October 31, 1996 are included
twice in the accompanying  Consolidated  Statements of Operations for the fiscal
years ended June 30, 1997 and 1996.  Included  in the  operating  results of the
Company  for the year  ended  June 30,  1997 are  approximately  $3,600,000  and
$5,822,000   of  revenues   of  mmTech  and   LogiMetrics,   respectively,   and
approximately  $400,000 of net income of mmTech prior to the date of acquisition
and  approximately  $2,735,000 of net loss of  LogiMetrics  prior to the date of
acquisition.  Because  the  acquisition  was  accounted  for  as  a  pooling  of
interests, acquisition expenses of $135,000 have been charged against results of
operations in the year ended June 30, 1997.

The  following  is a  reconciliation  of certain  restated  amounts with amounts
previously reported for 1996:

Revenues:
As previously reported.............................................  $5,038,193
Effect of mmTech pooling of interests..............................   3,841,351
                                                                      ---------
As restated........................................................  $8,879,544
                                                                      ---------
Net income (loss):
As previously reported............................................  $(5,196,067)
Effect of mmTech pooling of interests.............................      190,150
                                                                      ----------
As restated.......................................................  $(5,005,917)
                                                                     -----------
Net income (loss) per share: Primary:
As previously reported............................................       $(1.82)
Effect of mmTech pooling of interests.............................         1.59
                                                                           -----
As restated.......................................................       $(0.23)
                                                                          ------
<PAGE>


4.   Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts

Costs and  estimated  earnings in excess of billings  on  uncompleted  contracts
consist of the following at June 30, 1997:

Costs and estimated earnings......................................   $1,235,707

Less:
         Estimated loss upon completion...........................     (293,094)
         Progress billings........................................     (157,600)
                                                                       ---------
                                                                     $  785,013
                                                                     ===========

The  Company  bills its  customers  based upon  terms  specified  in  individual
contracts. All costs and estimated earnings in excess of billings on uncompleted
contracts as of June 30, 1997 are expected to be collected within one year.


5.       Inventories

Inventory consists of the following at June 30, 1997:

                    Raw material and components...................    $1,573,727
                    Work-in-progress..............................     1,211,598
                    Finished goods................................       563,711
                                                                       ---------
                                                                      $3,349,036
                                                                      ==========

6.       Supplementary Information - Statement of Cash Flows

                    Cash paid during the period for:

                                                           Year ended June 30,
                                                            1997            1996

                    Interest............................ $359,214       $331,356
                    Income taxes........................ $  -0-         $  9,931

          Non-cash investing and financing activities during the period for:

                                                             Year ended June 30,
                                                        1997                1996

                    Machinery and equipment
                      purchased under capital lease....$117,685         $107,686

<PAGE>


7.       Equipment and Fixtures

Equipment and fixtures, at cost, are summarized as follows at June 30, 1997:

                    Machinery and equipment............              $2,434,271
                    Furniture and fixtures.............                 141,115
                    Leasehold improvements.............                 179,562

                                                                      2,754,948
                    Less: accumulated depreciation and amortization. (2,134,705)
                                                                     -----------
                                                                       $620,243
                                                                     ===========

8.       Long-Term Debt

Long-term debt consists of the following at June 30, 1997:

           Notes payable to Bank................................     $2,375,961
           Senior debentures....................................      1,500,000
              Less:  Discount at issuance.......................       (457,628)
              Plus:  Amortization of discount...................        214,515
           Subordinated debentures..............................        300,000
           Notes payable - officer (Note 15)....................        623,086
           Notes payable - other................................         45,000
           Capital lease obligations............................        186,398

                                                                      4,787,332
           Less: current portion................................     (3,193,018)
                                                                     -----------
                                                                      1,594,314
                                                                     ===========

Subordinated Debentures and Series A and Series B Warrants

On July 14, 1995,  the Company  completed a private  offering of 15 units of its
securities  at a price of $20,800 per unit.  Each unit  consisted of one $20,000
12% Convertible  Subordinated  Debenture and one Common Stock Purchase  Warrant,
Series A. Of the per unit price of  $20,800,  the Company  allocated  $20,000 to
each  12%  Convertible  Subordinated  Debenture  and $800 to each  Common  Stock
Purchase Warrant, Series A, based upon their estimated fair value at the date of
issuance. Each 12% Convertible Subordinated Debenture was priced at $20,000 (the
allocated value) and had a conversion ratio of $0.25 per share. For managing the
financing,  Common  Stock  Purchase  Warrants,  Series B, to purchase  1,500,000
shares of Common Stock were sold to SFM Group,  Ltd.  ("SFM") at a price of $.02
per share, with an exercise price of $0.25 per share.

Subsequently, on March 7, 1996, in connection with the First Debt Restructuring,
all of the holders of the 12%  Convertible  Subordinated  Debentures  and Common
Stock Purchase Warrants, Series A, and Common Stock Purchase Warrants, Series B,
exchanged such  debentures and warrants for Amended and Restated 12% Convertible
Subordinated Debentures (the "Subordinated Debentures") and Amended and Restated
Series A and  Series B  Warrants  of like tenor  (the  "Series A  Warrants"  and
"Series B Warrants", respectively).  Modifications reflected in the Subordinated
Debentures included: (i) an amendment to the "anti-dilutioN" clause contained in
the Subordinated  Debentures to permit the issuance of the Series C Warrants (as
defined  below),  Series D Warrants (as defined in Note 10(a)  below),  Series E
Warrants  (as  defined in Note 10(c)  below) and the options  then  awarded to a
former  executive of the Company;  (ii)  permitting  the Senior  Debentures  (as
defined  below) to be  secured by a second  lien on the  assets of the  Company;
(iii) revisions to the financial  covenants to conform to those contained in the
Facility (as defined below) and (iv) the payment of interest on the Subordinated
Debentures to be made  quarterly  instead of annually.  (Refer to Note 10c for a
further discussion of the Series A Warrants and Series B Warrants, including the
method and significant  assumptions  used to value the Series A Warrants and the
Series B Warrants.)  (Refer to  discussions  of Senior  Debentures  and Series C
Warrants below for more information  regarding the First Debt  Restructuring and
the Second Debt Restructuring.)

<PAGE>

At June 30,  1997,  accrued  interest  on the  Subordinated  Debentures  totaled
approximately  $79,000. The principal was payable in one balloon payment on July
14,  1997.  On that date,  in  accordance  with their  terms,  the  Subordinated
Debentures were converted into an aggregate of 1,200,000 shares of Common Stock.
All accrued interest on the Subordinated Debentures was paid on August 29, 1997.

North Fork Bank Credit Facilities

The  Company is a party to a Restated  and Amended  Term Loan Note,  dated as of
April 25, 1997, and a Sixth Restated and Amended Revolving Credit Note, dated as
of April 25,  1997,  pursuant to which North Fork Bank (the "Bank") has provided
the Company with a $640,000 term loan (the "Term Loan") which  matures  December
31, 1998 and a revolving  credit facility (the  "Revolver")  which matures April
30,  1998,  pursuant to which the  Company is entitled to draw up to  $2,200,000
assuming  sufficient  eligible inventory and accounts  receivable (the Term Loan
and the Revolver are referred to herein  collectively  as the  "Facility").  The
Term Loan and the Revolver  bear  interest at the rate of 2% per annum in excess
of the Bank's prime rate. At June 30, 1997, the Bank's prime rate was 8.5%. As a
result of the Company's  losses  during  fiscal 1997,  as of June 30, 1997,  the
Company  was in  violation  of a covenant  contained  in the  Facility  that the
Company  report net income of at least $1.00 for each fiscal  quarter  beginning
with the quarter ended June 30, 1997 (the "Net Income Covenant").  Additionally,
as of October 28, 1997, the Company was in violation of a covenant  contained in
the Facility which required the Company to deliver audited financial  statements
for the fiscal  year ended June 30,  1997,  and as of  November  14,  1997,  the
Company was in violation of a covenant  contained in the Facility  requiring the
Company to deliver to the Bank financial statements for the fiscal quarter ended
September 30, 1997 (these covenants are  collectively  referred to herein as the
"Reporting Requirement Covenants").  The Bank has waived the Net Income Covenant
default in respect of the fiscal  quarters ended June 30, 1997 and September 30,
1997.  The Bank has also waived the  Reporting  Requirement  Covenants  defaults
until February 28, 1998.

Senior Debentures and Series C Warrants

In  connection  with the First Debt  Restructuring,  the  Company  and  Cerberus
Partners, L.P. ("Cerberus") entered into a Unit Purchase Agreement,  dated March
7, 1996 (the "Unit Purchase Agreement"), pursuant to which the Company issued to
Cerberus 30 Units (the  "Units"),  each Unit  consisting of $50,000 in aggregate
principal amount of the Company's 12% Senior Subordinated Convertible Debentures
due  December  31, 1998 (the "Senior  Debentures")  and a Common Stock  Purchase
Warrant  Series C (the "Series C Warrants") to purchase  84,746 shares of Common
Stock  for $.01  per  share at any time  prior  to March 7,  2003.  The  Company
allocated  $1,042,372 of the $1,500,000 in proceeds to the Senior Debentures and
$457,628 to the Series C Warrants,  based upon their estimated fair market value
at the date of  issuance.  Each Senior  Debenture  has a stated value of $50,000
(the face  amount) and has a  conversion  ratio of $0.59 per share.  On July 29,
1997, in connection with the Second Debt  Restructuring,  the Senior  Debentures
were  exchanged  for the Amended and  Restated  Class B 13%  Convertible  Senior
Subordinated   Pay-in-Kind   Debentures   due  July  29,   1999  (the  "Class  B
Debentures").  (Refer to Note  10(c) for a further  discussion  of the  Series C
Warrants,  including the method and  significant  assumptions  used to value the
Series C Warrants.)

Each Class B Debenture is  convertible  into 84,746 shares of Common Stock.  The
Class B Debentures were senior in right of payment to the Company's Subordinated
Debentures,  but are  subordinate to the Company's Term Loan and Revolver.  As a
result of the exchange of the Senior Debentures for the Class B Debentures,  the
principal is payable on the Class B Debentures  in one balloon  payment due July
29, 1999. The terms of the Class B Debentures conform, in all material respects,
to the terms of the Class A Debentures defined and discussed in Note 16.

The Class B Debentures contain financial  covenants identical to those contained
in the Facility. Accordingly, as of June 30, 1997, the Company was in default in
respect of the Net Income  Covenant  contained in the Class B Debentures  to the
same  extent as under the  Facility.  Additionally,  as of October  28, 1997 and
November  14,  1997,  the  Company was in default of the  Reporting  Requirement
Covenants  to the same extent as under the  Facility.  The holder of the Class B
Debentures has waived the Net Income  Covenant  default in respect of the fiscal
quarters ended June 30, 1997,  September 30, 1997 and December 31, 1997, and has
waived the Reporting  Requirement  Covenants  defaults  until February 28, 1998.
Pursuant to the terms of the Class B Debentures, the Company is required to file
a registration statement covering,  among other things, the resale of the shares
of Common Stock  issuable upon the  conversion of Class B Debentures on or prior
to October 27, 1997 and to have the registration statement declared effective by
the  Securities and Exchange  Commission  (the "SEC") on or prior to January 25,
1998.  The Company has not yet filed the  registration  statement.  As a result,
effective  October  28, 1997 the  interest  rate on the Class B  Debentures  was
increased  by 1-1/2% per annum  pursuant  to their  terms.  Unless  the  Company
complies  with its  registration  obligations,  the interest rate on the Class B
Debentures will continue to increase  (subject to a maximum interest rate of 17%
per annum).  The holder of the Class B  Debentures  has the right to declare all

<PAGE>

amounts thereunder due and payable if the registration statement is not declared
effective  by the SEC on or prior to April 25,  1998.  The holder of the Class B
Debentures has waived until February 28, 1998 any default arising as a result of
the Company's failure to file the required registration statement.

Principal payments due on all long-term debt consist of the following:

           Fiscal year ending June 30, 1998.......................    $3,193,018
           Fiscal year ending June 30, 1999.......................     1,568,231
           Fiscal year ending June 30, 2000.......................        14,505
           Thereafter.............................................        11,578
                                                                      ----------
                                                                      $4,787,332
                                                                      ==========
9.       Income Taxes

The provision for (benefit from) income taxes consists of the following:
<TABLE>
<CAPTION>


       Year Ended June 30, 1997                       Federal          State          Total

<S>                                                  <C>             <C>              <C>
           Current...............................    $272,000        $108,000         $380,000
           Deferred..............................  (1,330,000)       (307,000)      (1,637,000)
           Valuation Allowance...................   1,330,000         307,000        1,637,000
                                                   ----------        --------       ----------
                                                     $272,000        $108,000         $380,000
                                                   ==========        ========       ==========

       Year Ended June 30, 1996                       Federal          State          Total

           Current..............................        -               -               -
           Deferred.............................  $(1,476,000)          -          $(1,476,000)
           Valuation Allowance..................    1,177,000           -            1,177,000
                                                  -----------          -----       ------------
                                                  $  (299,000)          -            $(299,000)
                                                  ============         =====       ============

</TABLE>

The following is a summary of deferred tax assets as of June 30, 1997:

<TABLE>
<CAPTION>

Current Deferred Taxes:
<S>                                                                               <C>
         Costs in Excess of Deferred Revenue.................................     $328,000
         Inventory Reserves..................................................      356,000
         Accounts Receivable.................................................       63,000
         Accrued Expenses....................................................       70,000
                                                                                   -------
Total Current                                                                      817,000
                                                                                   -------
Non-Current Deferred Taxes:
         Depreciation........................................................       18,000
         NOL Carry-forward...................................................    2,553,000
                                                                                 ---------
         Non-Current.........................................................    2,571,000
                                                                                 ---------
Total Deferred Tax Assets....................................................    3,388,000

Valuation Allowance..........................................................  (3,388,000)
                                                                               -----------
Net Deferred Tax Assets......................................................     $   -
                                                                               ============
</TABLE>

<PAGE>

The  valuation  allowance  is  necessary  based  upon the  Company's  history of
operating losses and the expectation of future operating losses which will, more
likely than not,  result in the Company's  inability to utilize its deferred tax
assets.

As of June 30,  1997,  the  Company had net  operating  loss  carry-forwards  of
approximately  $6.1 million  available to be used to offset future income.  Such
net  operating  loss  carry-forwards  will expire during the period from 2011 to
2012.

The Company's  effective tax rate differs from the anticipated federal statutory
rate. A reconciliation of the federal statutory rate to the Company's  effective
tax rate is as follows:

                                                       % of Pretax Earnings
                                                        Years Ended June 30,
                                                        1997             1996

Federal statutory tax rate..........................     (34.0)%        (34.0)%
Permanent difference................................       1.3             -
Net operating loss not producing
a current tax benefit...............................      32.7           28.3
Federal and state taxes
related to the earnings
of mmTech:
                  State.............................       3.4            -
                  Federal...........................      12.8            1.4
         Utilization of net operating
         loss carry-forward.........................       -             (1.4)
         Other......................................       1.7            -

                  Final provision...................      17.9%          (5.7)%
                                                         =====           =====

10.      Stockholders' Deficiency

(a)      Common and Preferred Stock

In August  1995,  all 250,000  outstanding  shares of Class B common  stock were
converted to Common Stock.

In March 1996, the Company's  Certificate of  Incorporation  was amended.  Among
other things,  the  authorized  common stock of the Company was  increased  from
7,000,000  shares  of  Class A common  stock,  par  value  $.10  per  share,  to
35,000,000 shares of Common Stock. The appellation "Class A" was eliminated from
the common stock,  since there were no longer any shares of Class B common stock
outstanding. In addition, the Company's Certificate of Incorporation was amended
to authorize 200 shares of Preferred Stock.

In May 1997, the Company's Certificate of Incorporation was amended. Among other
things, the authorized Common Stock of the Company was increased from 35,000,000
shares of Common Stock to  100,000,000  shares of Common  Stock.  As of June 30,
1997,  the  Company had  outstanding  22,391,434  shares of Common  Stock and 30
shares of Preferred  Stock.  In addition,  as of June 30, 1997,  the Company had
20,312,980  shares of Common  Stock  reserved  for  issuance  pursuant  to stock
options,  warrants and convertible securities outstanding as of that date. As of
December 31, 1997, the Company had outstanding 25,648,984 shares of Common Stock
and 28 shares of  Preferred  Stock.  In addition,  as of December 31, 1997,  the
Company had 32,912,939  shares of Common Stock reserved for issuance pursuant to
stock options, warrants and convertible securities outstanding as of that date.

Preferred Stock and Series D Warrants

On March 7, 1996,  the Company  completed a private  offering with respect to an
additional 30 units of its  securities.  Each unit was comprised of one share of
Preferred Stock and one Common Stock Purchase  Warrant,  Series D (the "Series D
Warrants").  Each share of Preferred Stock is convertible  into 94,340 shares of
Common  Stock.  Each Series D Warrant  entitles  the holder  thereof to purchase

<PAGE>

94,340  shares of Common  Stock at $.01 per share at any time  prior to March 7,
2003.  Holders of  Preferred  Stock  have no voting or  preemptive  rights.  The
Company allocated  $990,564 of the $1,500,000 in proceeds to the Preferred Stock
and $509,436 to the Series D Warrants,  based upon their  estimated  fair market
value at the date of issuance.  Each share of Preferred Stock has a stated value
of $50,000 and has a conversion ratio of $0.53 per share.

Dividends on the Preferred Stock are payable quarterly, beginning June 15, 1996.
With respect to all the dividend payments due at December 31, 1997, the Board of
Directors has elected to defer payment until the Company has sufficient cash for
that  purpose.  Pursuant  to the terms of the  Preferred  Stock and the Series D
Warrants,  the  Company is required  to effect the  registration  for resale of,
among other things,  the shares of Common Stock  issuable upon the conversion of
the Preferred  Stock and the exercise of the Series D Warrants.  The Company has
not yet effected such registration.

The  accumulated  amount of dividends due on the Preferred  Stock as of December
31, 1997 is  approximately  $380,000.  As a result of the  Company's  failure to
effect the  registration  rights of the  holders  of the  Preferred  Stock,  the
dividend rate on the Preferred  Stock increased to 17% per annum effective March
4, 1997.  Until the Company  complies  with its  registration  obligations,  the
dividend rate will remain at 17% per annum.

The Preferred Stock is redeemable,  at the Company's option,  upon the giving of
thirty days prior written notice, unless the price of the Company's Common Stock
fell below $5.00 per share during the 120-day period  immediately  preceding the
date of the notice.  If redeemed by the  Company,  the  Preferred  Stock must be
redeemed at stated value plus all accrued and unpaid accumulated dividends.

(b)      Stock Options

The Company applies APB Opinion No. 25 and related interpretations in accounting
for  its  stock  option  plans.  Accordingly,  no  compensation  cost  has  been
recognized  for the fixed  portion of its stock option plans.  Had  compensation
cost for the Company's fixed stock options been  determined  based on fair value
at the grant dates consistent with Statement of Financial  Accounting  Standards
No. 123,  "Accounting  for  Stock-Based  Compensation  to Employees"  ("SFAS No.
123"), the Company's net loss  attributable to common  shareholders and net loss
per share would have increased to the pro forma amounts indicated below:

                                                       1997

                                                      As Pro
                                                      Reported         Forma
Net loss attributable to
common shareholders...............................  $(2,735,490)    $(3,321,825)
Net loss per share................................        $(.12)          $(.15)


The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option  pricing  model  with  the  following   weighted  average
assumptions used for grants.  The weighted average fair value of options granted
during fiscal 1997 was $0.55 per share.

                                                                  1997

Dividend yield..............................................         0%
Expected volatility.........................................     100.0%
Risk-free interest rate.....................................      6.22%
Expected option lives, in years.............................         5

LogiMetrics, Inc. 1997 Stock Compensation Program

In May 1997, the Company adopted the LogiMetrics,  Inc. 1997 Stock  Compensation
Program (the "Stock  Compensation  Program")  which  authorizes  the granting of
incentive stock options, non-qualified supplementary options, stock appreciation
rights,  performance  shares and stock bonus awards to employees and consultants
of the Company  (the  "Employee  Plans").  The Stock  Compensation  Program also
authorizes  automatic option grants to directors who are not otherwise  employed
by the Company (the "Independent Director Plan"). A total of 4,000,000 shares of
Common Stock are reserved for issuance in connection with the Stock Compensation

<PAGE>

Program,  of which up to 3,850,000 shares may be issued under the Employee Plans
and up to 150,000 shares may be issued under the Independent Director Plan.

In the  event  that an  option or award  granted  under  the Stock  Compensation
Program expires,  is terminated or forfeited or certain  performance  objectives
with respect  thereto are not met prior to exercise or vesting,  then the number
of shares of Common Stock covered  thereby will again become  eligible for grant
under the Stock Compensation Program.

A summary of the status of the Stock  Compensation  Program at June 30,  1997 is
presented below:

<TABLE>

                                                                                   Weighted
                                                                    Weighted       Average
                                                 Shares             Average        Remaining
                                                 Underlying         Exercise       Contractual
                                                 Options            Price          Life

<S>                                             <C>                 <C>            <C>
Outstanding at beginning of year                   -                  -                -
Granted                                          2,798,800             .55            10 Years
Exercised                                          -                  -
Forfeited                                          -                  -

Outstanding at end of year                       2,798,800            $.55
                                                 =========            ====
Exercisable at end of year                       1,442,935            $.55            10 Years
                                                 =========            ====

</TABLE>

Other Stock Option Grants

In May 1996, the Board of Directors  granted  non-qualified  stock options to an
officer of the Company to purchase 250,000 shares of Common Stock at an exercise
price of $.50 per share, exercisable at any time on or prior to March 7, 2003.

In March 1996, the Board of Directors granted  non-qualified  stock options to a
former officer to purchase  1,000,000  shares of Common Stock at exercise prices
ranging from $.40 per share to $3.40 per share.  Subsequently,  on September 14,
1996, in connection  with a settlement  agreement with the former  officer,  the
grant was  reduced  to a total of  225,000  shares  of Common  Stock at $.40 per
share.

The options are exercisable in accordance with the following vesting schedule:

    Date Vested                            Exercise Price       Number of Shares

    March 7, 1996..........................      $.40              125,000
    September 14, 1996.....................      $.40              100,000
                                                 ----              -------
    Total                                                          225,000
                                                                   =======

In May 1994, the Board of Directors granted  non-qualified  stock options to two
officers  to each  purchase  300,000  shares of Common  Stock at the fair market
value of $.10 per share.  These options were  exercisable in whole or in part at
any time until  December  31, 1998.  During the year ended June 30,  1995,  each
officer  exercised  options for 100,000 shares of Common Stock.  During the year
ended June 30, 1996, each officer agreed to terminate options for 100,000 shares
of Common  Stock.  At June 30, 1997,  the balance of these  exercisable  options
equaled 100,000 shares of Common Stock for each of the two former officers.


<PAGE>

(c)      Warrants

As of June 30, 1997, the Company had outstanding several series of warrants. The
fair value of each warrant was estimated on the date of issuance using the Black
Scholes  option-pricing  model.  The significant  assumptions used to value each
warrant and the resulting fair value are set forth below.

The Series A Warrants were issued in July 1995 in  connection  with the issuance
of the  Subordinated  Debentures and as of June 30, 1997 were exercisable for an
aggregate  of 600,000  shares of Common  Stock at an exercise  price of $.25 per
share  (subject to adjustment in certain  circumstances).  The Series A Warrants
expire on July 15, 2002. The significant  assumptions used to value the Series A
Warrants  included a risk free rate of 6.0%, an annualized  variability of daily
return of 40.0% and a fair value of the  Common  Stock  underlying  the Series A
Warrants of $0.10.  These  assumptions  resulted in an  aggregate  fair value of
$12,000 for the Series A Warrants.

The Series B Warrants were issued in July 1995 in  connection  with the issuance
of the  Subordinated  Debentures and as of June 30, 1997 were exercisable for an
aggregate of 1,500,000  shares of Common Stock at an exercise  price of $.25 per
share  (subject to adjustment in certain  circumstances).  The Series B Warrants
expire on July 15, 2002. The significant  assumptions used to value the Series B
Warrants  included a risk free rate of 6.0%, an annualized  variability of daily
return of 40.0% and a fair value of the  Common  Stock  underlying  the Series B
Warrants of $0.10.  These  assumptions  resulted in an  aggregate  fair value of
$30,000 for the Series B Warrants.  The Company recorded compensation expense of
$30,000 upon the issuance of the Series B Warrants.

The Series C Warrants were issued in March 1996 in connection  with the issuance
of the  Senior  Debentures  and as of June  30,  1997  were  exercisable  for an
aggregate of 2,542,380  shares of Common Stock at an exercise  price of $.01 per
share  (subject to adjustment in certain  circumstances).  The Series C Warrants
expire on March 7, 2003. The significant  assumptions used to value the Series C
Warrants  included a risk free rate of 6.0%, an annualized  variability of daily
return of 40.0% and a fair value of the  Common  Stock  underlying  the Series C
Warrants of $0.20.  These  assumptions  resulted in an  aggregate  fair value of
$457,628 for the Series C Warrants.

The Series D Warrants were issued in March 1996 in connection  with the issuance
of the Preferred Stock and as of June 30, 1997 were exercisable for an aggregate
of  2,547,180  shares of  Common  Stock at an  exercise  price of $.01 per share
(subject to adjustment in certain  circumstances).  The Series D Warrants expire
on March 7,  2003.  The  significant  assumptions  used to  value  the  Series D
Warrants  included a risk free rate of 6.0%, an annualized  variability of daily
return of 40.0% and a fair value of the  Common  Stock  underlying  the Series D
Warrants of $0.20.  These  assumptions  resulted in an  aggregate  fair value of
$509,436 for the Series D Warrants.

The Common Stock  Purchase  Warrants,  Series E (the  "Series E Warrants")  were
issued in March 1996 in  connection  with a consulting  agreement and as of June
30, 1997 were  exercisable for an aggregate of 1,000,000  shares of Common Stock
at an  exercise  price of $.40 per  share  (subject  to  adjustment  in  certain
circumstances).  The Series E Warrants  expire on March 7, 2003. The significant
assumptions  used to value the  Series E  Warrants  included a risk free rate of
5.85%,  an annualized  variability  of daily return of 40.0% and a fair value of
the Common Stock  underlying the Series E Warrants of $0.10.  These  assumptions
resulted in an  aggregate  fair value of $10,000 for the Series E Warrants.  The
Company recorded compensation expense of $10,000 upon the issuance of the Series
E Warrants.

The Common Stock  Purchase  Warrants,  Series F (the  "Series F Warrants")  were
issued in May 1996 to certain  directors,  officers and other related parties as
compensation for services performed and as of June 30, 1997 were exercisable for
an aggregate of 667,040  shares of Common Stock at an exercise price of $.50 per
share  (subject to adjustment in certain  circumstances).  The Series F Warrants
expire on March 7, 2003. . The significant  assumptions used to value the Series
F Warrants  included a risk free rate of 5.85%,  an  annualized  variability  of
daily return of 40.0% and a fair value of the Common Stock underlying the Series
F Warrants of $0.10.  These  assumptions  resulted in an aggregate fair value of
$6,670 for the Series F Warrants.  The Company recorded  compensation expense of
$6,670 upon the issuance of the Series F Warrants.


The Series A Warrants,  Series B Warrants, Series C Warrants, Series D Warrants,
Series E Warrants and Series F Warrants are referred to herein  collectively  as
the  "Warrants."  The Company used the  Black-Scholes  option  pricing  model in
establishing  values for the  Warrants.  In  accordance  with SFAS No. 123,  the
Series B Warrants,  Series E Warrants  and Series F Warrants,  all of which were
issued in return for services  received,  have been accounted for based upon the
estimated  fair  value of the  warrants  issued.  Pursuant  to the  terms of the
Warrants,  the  Company is required  to effect the  registration  for resale of,
among other things, the shares of Common Stock issuable upon the exercise of the

<PAGE>

Warrants. The Company has not yet effected such registration.  In the event that
the  Company  does not  fulfill  its  registration  obligations,  holders of the
affected  warrants  may have legal  recourse  against the Company as a result of
such  failure and may have the right to seek  injunctive  relief  requiring  the
Company to comply with such registration obligations.

(d)      Stock Subscriptions Receivable

As of June 30,  1997,  two  former  officers  of the  Company  owed the  Company
$106,350 and $56,600 for Common Stock purchased from the Company.  By agreement,
such  amounts  are  payable at the rate of $.25 per  common  share as shares are
sold. During the year ended June 30, 1997, $1,250 was paid to the Company by one
of the former officers.

(e)      Registration Rights

Under the terms of the Class B Debentures,  the Preferred  Stock,  the Warrants,
and the options granted to an officer of the Company,  the Company was obligated
to effect  the  respective  holders'  registration  rights  within 90 days after
issuance. The Company has not yet complied with these obligations.


11.      Loss Per Share

Loss per common  share was  computed  by dividing  the net loss by the  weighted
average  number of shares of Common Stock  outstanding  during each of the years
presented.  The loss per share calculations for 1997 and 1996 do not give effect
to common stock equivalents because they would have an antidilutive effect.

12.      Commitments

(a)      Lease Agreements

The Company is obligated  under several  non-cancelable  leases for office space
and equipment  rentals.  Annual  minimum  lease  payments  under  non-cancelable
operating leases as of June 30, 1997 were as follows:

           Fiscal year ending June 30, 1998...................     $285,827
           Fiscal year ending June 30, 1999...................      284,625
           Fiscal year ending June 30, 2000...................      230,523
           Thereafter.........................................       13,320

(b)    Employment Agreements

In  connection  with the merger with mmTech in April 1997,  the Company  entered
into five-year  employment  agreements  with two officers of the Company,  which
provide for base compensation  totaling $350,000,  subject to periodic increases
at the  discretion of the  Company's  Board of Directors.  The  agreements  also
provide for certain life insurance and severance benefits.


13.      Major Customers

One customer accounted for 54% and 41% of net revenues, for the years ended June
30, 1997 and 1996, respectively.

Sales to foreign  customers  by  geographic  location,  as a  percentage  of net
revenues, were as follows:

           Years ended June 30,                      1997                 1996

           Asia.................................       16%                  34%
           Canada...............................       11                    2
           Europe...............................        9                    5

                                                       36%                  41%
                                                       ==                   ==

14.      Pension Plan

The  Company had two  separate  defined  contribution  plans  covering  eligible
full-time employees as of June 30, 1997. Participation in each plan is voluntary
and  participants  may  contribute up to 15% of their  compensation,  subject to
federal  limitations.   The  Company,  at  its  discretion,  can  make  matching
contributions  to the  LogiMetrics,  Inc.  Employees  401(k)  Savings  Plan (the
"LogiMetrics Plan"). For the years ended June 30, 1997 and 1996, the Company has
made no matching  contribution to the LogiMetrics Plan. The mmTech,  Inc. 401(k)
Plan and  Trust  (the  "mmTech  Plan")  provides  for a  Company  match of 5% of
participant  contributions,  plus a discretionary amount based on profitability.
Discretionary  Company  contributions  are vested  ratably over a 6-year period.
Company  contributions for the year ended June 30, 1997 totaled $2,823 under the
mmTech Plan. The Company made no discretionary  contributions to the mmTech Plan
in the fiscal year ended June 30, 1997.

<PAGE>

15.      Certain Relationships and Related Party Transactions

In July 1995,  the Company  sold to SFM Series B Warrants to purchase  1,500,000
shares of Common Stock, at a price of $.02 per share,  with an exercise price of
$0.25 per share, in connection with obtaining financing for the Company.  Alfred
Mendelsohn  and Lawrence I.  Schneider,  former  directors of the Company,  were
principals  in SFM.  Mark B.  Fisher,  a  director  of the  Company,  was also a
principal in SFM.

In December  1995,  the Company  entered  into a consulting  agreement  with two
companies,  SFM and Phipps, Teman & Company, L.L.C. ("PTCO"), for services to be
rendered in obtaining  additional  financing for the Company.  SFM and PTCO were
granted  Series E  Warrants  to  purchase  a total of  1,000,000  shares  of the
Company's  Common  Stock at $.50 per share any time prior to March 7, 2003.  SFM
and PTCO also were subsequently paid fees of $87,500 and $216,377, respectively,
when the financing was provided in March 1996.  Norman M. Phipps,  a director of
the Company,  and Wade Teman, a former officer of the Company, are principals in
PTCO.

In May 1996,  a former  director  of the  Company,  Lawrence I.  Schneider,  was
elected   Chairman  of  the  Executive   Committee  for  a  five-year  term.  As
compensation,  he was paid $100,000,  in June 1996. Mr. Schneider  resigned as a
director in November 1996.

During  the  fiscal  year  ended  June  30,  1996,  the  Company  paid  Orbitrex
International, Inc. ("Orbitrex"), whose President is Alfred Mendelsohn, a former
director of the Company,  $71,000 for business  development services provided to
the Company.  Additionally, the Company granted Mr. Mendelsohn Series F Warrants
to purchase 100,000 shares of Common Stock at $.50 per share.

In June 1997,  the Company  entered into a consulting  agreement  with Orbitrex.
Under the consulting  agreement,  Orbitrex agreed to provide certain services in
connection with product development and international  marketing  opportunities.
Under the  consulting  agreement,  Orbitrex  is  entitled  to  receive  payments
aggregating  $60,000,  payable in monthly  installments on or prior to April 30,
1998. In the consulting agreement,  Orbitrex agreed to certain  confidentiality,
non-competition and intellectual property covenants.

In July 1997,  Mr.  Phipps  purchased  850,000  shares of Common  Stock from the
Company for  $467,500,  or $0.55 per share.  In  connection  with the  purchase,
$8,500 was paid in cash from the proceeds of a one-time bonus paid to Mr. Phipps
and the remainder was paid in the form of a non-recourse secured promissory note
(the "Phipps Note") and recorded as a stock subscription receivable.  The Phipps
Note does not bear  interest,  has no fixed  maturity  date, and is secured by a
pledge of the shares of Common Stock  purchased by Mr.  Phipps.  The Phipps Note
will  automatically  be  forgiven  upon the  occurrence  of a "Change in Control
Event" (as  defined in the Phipps  Note).  The Phipps  Note will  become due and
payable  upon  the  occurrence  of  certain  events,  including  a sale or other
disposition  by Mr. Phipps of the shares of Common Stock or the  termination  of
Mr. Phipps'  employment as a result of a "Termination  for Cause" (as defined in
the Phipps Note). If Mr. Phipps' employment  terminates,  other than as a result
of a Termination for Cause or a "Without Cause  Termination"  (as defined in the
Phipps Note),  the Phipps Note will become  payable in 60 monthly  installments.
The Company  has agreed to make  certain  payments  to Mr.  Phipps in respect of
certain federal income tax  consequences  which may result from the terms of the
Phipps Note.

Prior to its acquisition by the Company,  Mr. Brand, the Company's  Chairman and
Chief Executive Officer, lent certain amounts to mmTech on an as-needed basis to
fund a portion of mmTech's  working  capital  requirements.  The maximum  amount
advanced  by Mr.  Brand  was  $649,150,  and  $623,086  in  such  advances  were
outstanding at June 30, 1997. Pursuant to an agreement between Mr. Brand and the
Company,  the Company has agreed to pay interest on the unpaid  advances  (which
previously  had been  interest-free)  at a rate of seven percent per annum.  The
Company also agreed that,  subject to its cash flow  requirements,  it would use
its best efforts to repay up to $300,000 of such advances on or before September
30, 1997 and that the  remaining  advances  would be repaid at a rate of $50,000
per month,  commencing in October 1997. As of December 31, 1997, the Company has
paid Mr. Brand $200,000 pursuant to the arrangements described above.

Mr.  Brand  owns  40%  of the  outstanding  common  stock  of  Advanced  Control
Components,  Inc.  ("ACC").  ACC currently sublets space from the Company at its
Eatontown,  New  Jersey  facility  and pays to mmTech  $33,312  in annual  rent.
Employees  from mmTech  perform  services for ACC and employees from ACC perform
services for mmTech from time to time. The company  utilizing such services pays
to the company  providing  such  services an amount  equal to two times the base
hourly salary of the employees  providing  such services for the number of hours
involved.  Pursuant  to such  arrangements,  ACC paid to mmTech  net  amounts of
$230,686  during the fiscal  year ended June 30,  1997 and  $154,850  during the
fiscal year ended June 30, 1996.

Certain holders of the Company's securities,  including directors,  officers and
beneficial  owners of more than 5% of the Common  Stock are  entitled to certain
registration rights with respect to securities of the Company held by them.

<PAGE>

16.      Subsequent Events

In July 1997 the  Company  entered  into a  Purchase  Agreement  (the  "Purchase
Agreement")  with  a  group  of  institutional   investors  (the  "Purchasers"),
including  certain  entities  affiliated with Mark B. Fisher,  a director of the
Company. Pursuant to the terms of the Purchase Agreement, the Company issued and
sold to the Purchasers $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 "Class A Debentures"),  Common Stock Purchase Warrants - Series G (the
"Series G Warrants")  to purchase an  aggregate  of  7,350,000  shares of Common
Stock at an exercise price of $0.50 per share,  Common Stock Purchase Warrants -
Series H (the "Series H Warrants") to purchase an aggregate of 1,100,000  shares
of  Common  Stock at an  exercise  price of $0.60 per  share  and  Common  Stock
Purchase  Warrants - Series I (the "Series I Warrants") to purchase an aggregate
of 550,000 shares of Common Stock at an exercise price of $1.125 per share,  for
a total purchase price of $3,352,500.  The Company  allocated  $2,750,000 of the
$3,352,500  in  proceeds  to the Class A  Debentures,  $514,500  to the Series G
Warrants, $66,000 to the Series H Warrants and $22,000 to the Series I Warrants,
based upon their estimated fair market value at the date of issuance. Each Class
A Debenture has a stated value of $50,000 (the face amount) and has a conversion
ratio of $0.41666667 per share. Pursuant to the terms of the Purchase Agreement,
the Purchasers  have the right,  at any time prior to July 28, 1998, to purchase
an additional  $833,333 in aggregate principal amount of the Class A Debentures,
Series G Warrants to purchase an aggregate of 2,000,000  shares of Common Stock,
Series H Warrants to purchase an aggregate of 333,333 shares of Common Stock and
Series I Warrants to purchase an aggregate of 166,667 shares of Common Stock for
a total purchase price of $1,000,000 (the "Purchase  Option").  The Company used
the Black-Scholes  option pricing model in establishing  values for the Series G
Warrants, Series H Warrants, and Series I Warrants and the Purchase Option.

The Series G  Warrants,  Series H Warrants  and Series I Warrants  all expire on
July 29, 2004. The Purchase  Option expires on July 28, 1998,  which date may be
extended  from time to time upon the mutual  agreement  of the  Company  and the
Purchasers. The significant assumptions used to value the Series G Warrants, the
Series H Warrants  and the Series I Warrants  issued  pursuant  to the  Purchase
Agreement  and to be issued  pursuant to the  Purchase  Option (in the event the
Purchase  Option is exercised)  included a risk free rate of 6.3%, an annualized
variability  of daily  return  of 40.0%  and a fair  value of the  Common  Stock
underlying each series of warrants of $0.24.  These  assumptions  resulted in an
aggregate  fair value of  $514,500  for the Series G  Warrants,  $66,000 for the
Series H Warrants and $22,000 for the Series I Warrants.

In connection with the transactions  contemplated by the Purchase Agreement, the
Purchasers,  the  Company  and  Charles S.  Brand  entered  into a  Stockholders
Agreement (the "Stockholders  Agreement") pursuant to which, among other things,
Mr.  Brand agreed to certain  restrictions  on his ability to sell his shares of
Common Stock. Pursuant to the terms of the Stockholders  Agreement,  the size of
the  Board of  Directors  was  increased  to seven  members  and the  Purchasers
received the right to appoint  three  directors.  In the event that the Purchase
Option is exercised in full, the number of directors will be increased to eight,
and the Purchasers will have the right to appoint an additional director. At any
time that the  Purchasers  are entitled to appoint at least four  directors,  at
either the request of Mr. Brand or the Purchasers, the size of the Board will be
further increased by one and Mr. Brand and the Purchasers will have the right to
mutually select an independent director to fill the resulting vacancy.  Further,
in the event that Cerberus (or any subsequent  holder of the Class B Debentures)
exercises its right under the Unit  Purchase  Agreement to designate a member of
the Board of  Directors,  the number of directors  will be increased by two, the
holder of the Class B Debentures will have the right to appoint one director and
Mr.  Brand  and the  Purchasers  will have the right to  appoint  an  additional
independent director.

<PAGE>

Pursuant to the terms of the  Stockholders  Agreement,  Mr. Brand has  appointed
himself,  Dr.  Brand,  Mr.  Carreras  and Mr.  Phipps  and the  Purchasers  have
appointed Messrs.  Fisher,  Garcia and Thompson as directors of the Company.  To
facilitate the recomposition of the Board of Directors,  Mr. Mendelsohn resigned
as a director of the  Company  effective  upon the  closing of the  transactions
contemplated by the Purchase Agreement.

Under the terms of the Stockholders  Agreement,  the parties agreed to cause (i)
the  Executive  Committee  of the  Board of  Directors  to be  comprised  of two
directors designated by Mr. Brand and one director designated by the Purchasers,
(ii) the  Audit  Committee  of the Board of  Directors  to be  comprised  of two
directors   designated  by  Mr.  Brand  and  two  directors  designated  by  the
Purchasers, and (iii) the Compensation Committee of the Board of Directors to be
comprised of two directors  designated by Mr. Brand and two directors designated
by the  Purchasers.  In the event that the Purchase Option is exercised in full,
the  Purchasers  will have the right to designate a second  director to serve on
the Executive Committee of the Board of Directors.

Pursuant to the terms of the Stockholders  Agreement, an ad hoc committee of the
Board of  Directors  is to be formed to search for a permanent  successor to Mr.
Brand as the Company's Chief Executive Officer.  Mr. Brand has the right, in his
sole  discretion,  to  approve  any  such  successor.  Under  the  terms  of the
Stockholders Agreement, the successor Chief Executive Officer will be treated as
a director  designated by Mr. Brand and will be entitled to serve as a member of
the  Executive  Committee  of the  Board of  Directors  (which  will be  further
increased in size to permit such  appointment).  As of December 31, 1997, the ad
hoc committee had not yet been formed.

Under the terms of the Stockholders Agreement,  the holders of a majority of the
shares of Common  Stock  beneficially  owned by the  Purchasers  have the right,
subject to certain  limitations,  to cause the  Company to enter into a "Company
Sale".  A Company Sale is defined to include (i) a sale of all or  substantially
all of the assets of the  Company  (other  than to certain  affiliates),  (ii) a
merger, consolidation,  share exchange or other similar transaction in which the
holders of the Company's  voting stock receive less than 50% of the voting power
of the  surviving  entity,  (iii) a sale,  disposition  or issuance of shares of
voting  stock of the Company in which a person or entity  (other than a party to
the Stockholder  Agreement or its affiliates)  acquires 50% or more of the total
voting power of the  Company,  and (iv) the  formation of certain  partnerships,
joint ventures and other strategic  alliances  involving the sale or transfer of
all or substantially all of the assets of the Company to a third party.

The  Stockholders  Agreement  terminates  upon the  earliest to occur of (i) the
written  consent  of the  holders of a  majority  of the shares of Common  Stock
beneficially owned by the Purchasers and the holders of a majority of the shares
of Common Stock then  beneficially  owned by Mr. Brand and certain  transferees,
(ii) Mr. Brand and certain  transferees,  as a group,  or the  Purchasers,  as a
group, becoming the beneficial owners of less than 10% of the outstanding Common
Stock (determined on a fully-diluted basis), or (iii) upon the consummation of a
Company Sale in accordance with the terms of the Stockholders Agreement.

MBF Capital  Corporation  ("MBF"),  an entity  controlled  by Mark B. Fisher,  a
director of the Company,  paid $35,000 of the  purchase  price  payable by it in
connection  with its July  1997  purchase  of the Class A  Debentures,  Series G
Warrants, Series H Warrants, and Series I Warrants in the form of a non-recourse
secured  promissory note (the "MBF Note"). The MBF Note matures on July 29, 2000
and bears interest (compounded  annually) at a rate of 6.07% per annum, which is
payable  at  maturity.  The MBF  Note is  secured  by a pledge  of the  Series G
Warrants  purchased by MBF. The MBF Note will become immediately due and payable
upon the occurrence of certain events,  including a sale or other disposition by
MBF of the Series G Warrants  purchased by it or the  consummation  of a Company
Sale (as defined in the Stockholders Agreement).

On December 31,  1997,  the Company sold  without  recourse  approximately  $2.6
million of notes receivable for approximately $2.4 million cash.

<PAGE>


17.  Events Subsequent to Auditors' Report (unaudited)

Pursuant to the terms of a Stock Purchase Agreement, dated October 21, 1998 (the
"Stock Purchase  Agreement"),  Charles S. Brand sold 2,000,000  shares of Common
Stock  to a  group  of  institutional  investors  (the  "Investors")  for a cash
purchase price of $500,000, or $0.25 per share. The sale was made as a condition
to the transactions contemplated by a Purchase Agreement, dated October 21, 1998
(the "Purchase  Agreement"),  among the Company and the purchasers party thereto
(including  the  Investors).  Pursuant to the  Purchase  Agreement,  the Company
issued and sold approximately $2,700,000 in aggregate face amount of its Class C
13%  Senior  Subordinated  Debentures  due  September  30,  1999  (the  "Class C
Debentures") for an aggregate  purchase price of $2,000,000.  As required by the
Investors,  Mr. Brand used the proceeds of the sale of Common Stock  pursuant to
the Stock Purchase Agreement to acquire approximately $667,000 in face amount of
the Class C Debentures  pursuant to the Purchase  Agreement  for a cash purchase
price of $500,000.  The Class C Debentures are  convertible  upon the earlier of
January  31,  1999 and the  occurrence  of certain  events into shares of Common
Stock at varying conversion prices set forth in the Class C Debentures. Pursuant
to the terms of a Second Amended and Restated Security Agreement,  Intercreditor
Agreement,  Waiver and  Consent  (the  "Intercreditor  Agreement"),  the Class C
Debentures  are secured by a security  interest in all of the  Company's  assets
which ranks junior to the Facility described below and to the Class A Debentures
and Class B  Debentures  and senior to the Class C  Debentures  purchased by Mr.
Brand. Pursuant to the Intercreditor Agreement, each of the holders of the Class
A Debentures and the Class B Debentures  consented to the issuance of the Bridge
Notes and the granting of the security interest described above.

On  September  7, 1999,  the Company  sold an  aggregate  of  $1,000,000  of its
Negotiable Secured Senior  Subordinated  Promissory Notes due March 7, 2000 (the
"Bridge  Notes") to a group of  institutional  investors (the  "Lenders") for an
aggregate cash purchase price of $1,000,000. The Bridge Notes bear interest at a
rate  of  13%  per  annum.  Pursuant  to  the  terms  of  an  amendment  to  the
Intercreditor  Agreement, the Bridge Notes are secured by a security interest in
all of the Company's  assets which ranks junior to the Facility  described below
and senior to the Class A  Debentures,  the Class B  Debentures  and the Class C
Debentures.  Pursuant to the Intercreditor Agreement, each of the holders of the
Class A Debentures,  the Class B Debentures and the Class C Debentures consented
to the issuance of the Bridge  Notes and the  granting of the security  interest
described  above.  As  consideration  for the purchase of the Bridge Notes,  Mr.
Brand  transferred  to the Lenders an aggregate  of  3,000,000  shares of Common
Stock owned by him.

From time to time  subsequent to September 1, 1999, the Company has continued to
receive  advances from certain of the Company's other  investors.  Such advances
have been made on the same terms and  conditions as the Bridge  Notes,  but rank
senior to the Bridge Notes.

At June 30,  1997,  the Company was a party to a Restated  and Amended Term Loan
Note,  dated as of April 25, 1997,  and a Sixth  Restated and Amended  Revolving
Credit Note, dated as of April 25, 1997,  pursuant to which North Fork Bank (the
"Bank")  provided the Company with a $640,000  term loan (the "Term Loan") which
matured on December 31, 1998 and a revolving  credit  facility (the  "Revolver")
which  matured on April 30, 1998,  pursuant to which the Company was entitled to
draw up to $2.2 million  assuming  sufficient  eligible  inventory  and accounts
receivable  (the Term Loan and the Revolver are referred to herein  collectively
as the "Facility").  At June 30, 1997,  $567,000 was outstanding  under the Term
Loan and the Company had  approximately  $400,000  available under the Revolver.
The Term  Loan and the  Revolver  bore  interest  at the rate of 2% per annum in
excess of the Bank's  prime rate.  At June 30,  1997,  the Bank's prime rate was
8.5%.  As a result of the  Company's  losses  during fiscal 1997, as of June 30,
1997, the Company was in violation of a covenant  contained in the Facility that
the  Company  report  net  income  of at least  $1.00  for each  fiscal  quarter
beginning with the quarter ended June 30, 1997 (the "Net Income Covenant").

Since June 30, 1997, the Company has been in default of the Net Income Covenant.
Additionally,  since  October 28,  1997,  the Company has been in violation of a
covenant  contained in the Facility requiring the Company to deliver to the Bank
certain financial and other information (the "Reporting Requirement Covenants").
As described  below,  the Bank has waived these  defaults  through  December 31,
1999.

Subsequent to June 30, 1997,  the Company and the Bank have,  from time to time,
modified the terms of the Facility to, among other  things,  extend the maturity
date of the Revolver,  reduce the amount available for borrowing  thereunder and
to waive ongoing covenant defaults as described above. In addition, the Bank has
consented to the issuance of the Class A Debentures, the Class B Debentures, the
Class C  Debentures  and the Bridge  Notes and to the  granting of the  security
interests contemplated thereunder.

In connection  with a renewal and extension of the Revolver in October 1998, the
Company issued to the Bank Common Stock Purchase Warrants, Series J (the "Series
J Warrants")  exercisable  for an aggregate of 100,000 shares of Common Stock at
an  exercise  price of  $0.55  per  share  (subject  to  adjustment  in  certain
circumstances). The Series J Warrants expired on July 1, 1999. The fair value of
the Series J  Warrants  was  estimated  using the Black  Scholes  option-pricing
model. The significant  assumptions used to value the Series J Warrants included
a risk free rate of 4.07%,  an annualized  variability  of daily return of 40.0%
and a fair value of the Common Stock  underlying the Series J Warrants of $0.25.
These  assumptions  resulted in an aggregate fair value of $170 for the Series J
Warrants.

On December 31, 1998, the Term Loan was repaid in accordance with its terms.

As of  September  1, 1999,  the  Company  entered  into a Reduced  and  Extended
Revolving  Credit  Note  (the  "Replacement  Note")  and a Reduced  and  Limited
Forebearance Agreement (the "Forebearance Agreement").  Pursuant to the terms of
the Replacement  Note, the amount available for borrowing under the Revolver was
reduced  to $1.93  million  (the  amount  outstanding  as of such  date) and the
maturity date of the Revolver was extended to December 31, 1999. Under the terms
of the Forebearance Agreement,  the Bank agreed to forebear,  until December 31,
1999,  from declaring any event of default or from exercising any remedies under
the Facility.

Since  December  31,  1999,  the  Company  has  been  negotiating  with the Bank
regarding  the  extension  of the  terms of the  Revolver  and the  Forebearance
Agreement.  However,  no assurance can be given that the Bank will grant such an
extension or as to the terms thereof.  In the event that the Bank does not agree
to provide such an extension,  the Bank would have the right to declare an event
of default under the Revolver and to exercise the remedies  provided to it under
the Revolver as well as other remedies available to it.

At December 31, 1999,  in addition to the  Facility,  the Company had issued and
outstanding $5.2 million of its Class A Debentures and $2.2 million of its Class
B  Debentures  (collectively,  the "Senior  Subordinated  Indebtedness"),  which
contain  financial  covenants  identical  to those  contained  in the  Facility.
Accordingly,  the Company has been in default under the Net Income  Covenant and
the  Reporting  Requirement  Covenants to the same extent as under the Facility.
The holders of the Senior  Subordinated  Indebtedness  have agreed to extend the
terms of the Senior  Subordinated  Indebtedness to March 7, 2000 and have waived
the Net Income Covenant  default and the Reporting  Requirement  Covenants until
maturity.  Pursuant  to the  terms of the  Class A  Debentures  and the  Class B
Debentures,  the Company was required to file a registration statement covering,
among other things,  the resale of the shares of Common Stock  issuable upon the
conversion  of the Class A Debentures  and the Class B Debentures on or prior to
October 27, 1997 and to have the registration  statement  declared  effective by
the  Securities and Exchange  Commission  (the "SEC") on or prior to January 25,
1998. Because the Company has failed to complete the required registration,  the
interest rate on the Class A Debentures and the Class B Debentures has increased
to a  maximum  interest  rate of 17%  per  annum.  The  holders  of the  Class A
Debentures  and the Class B  Debentures  had the right to  declare  all  amounts
thereunder  due and  payable  if the  registration  statement  was not  declared
effective by the SEC on or prior to April 25,  1998.  The holders of the Class A
Debentures and the Class B Debentures have waived their respective  rights until
maturity to declare any default arising as a result of the Company's  failure to
have the required registration statement declared effective by the SEC.

The Company had  approximately  $15.1  million of  indebtedness  outstanding  at
December 31, 1999, a substantial  portion of which is either now due and payable
or will  become due and payable in calendar  year 2000.  Based on the  Company's
existing working capital  resources,  the Company would not be able to repay all
of such  indebtedness out of available working capital as it becomes due. In the
event that the holders of the Company's indebtedness do not agree to extend such
indebtedness  or do not convert  their debt into shares of Common  Stock (to the
extent convertible), the Company will be required to obtain additional financing
to repay such  indebtedness or to take other actions to protect its business and
assets.


<PAGE>

                                   SIGNATURES

In  accordance  with  Section  13 of the  Securities  Exchange  Act of 1934,  as
amended,  the  Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



                                       LOGIMETRICS, INC.

Date: February 3, 2000               By: /s/ Norman M. Phipps
                                           __________________________________
                                           Norman M. Phipps
                                           President and Chief Operating Officer


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934,  as
amended,  this  report on Form  10-KSB has been  signed  below by the  following
persons on behalf of the Company and its capacities and on the dates indicated.


Date: February 3, 2000               By: /s/ Norman M. Phipps
                                           _________________________________
                                           Norman M. Phipps
                                           President, Chief Operating Officer
                                           and Director (Principal Executive
                                           Officer)


Date: February 3, 2000               By:  /s/ Charles S. Brand
                                            ________________________________
                                            Charles S. Brand
                                            Chairman of the Board,
                                            Chief Technology Officer
                                            and Director

Date: February 3, 2000               By:  /s/ Frank A. Brand
                                            _______________________________
                                            Frank A. Brand, Director


Date: February 3, 2000               By:  /s/Jean-Franqois Carreras
                                            ________________________________
                                            Jean-Franqois Carreras, Director*


Date: February 3, 2000               By:  /s/Mark B. Fisher
                                            ________________________________
                                            Mark B. Fisher, Director


Date: February 3, 2000               By:  ________________________________
                                            Francisco A. Garcia, Director*


Date: February 3, 2000               By:  ________________________________
                                            Kenneth C. Thompson, Chief Executive
                                            Officer and Director**


Date: February 3, 2000               By:  /s/ Erik S. Kruger
                                            _______________________________
                                            Erik S. Kruger, Vice-President
                                            Finance and Administration
                                            (Principal Financial and Accounting
                                            Officer)

*    Mr.  Garcia  resigned,  effective  November 3, 1999.

**   Mr.  Thompson resigned, effective as of November 6, 1999.