EXHIBIT 10.28

                                    AGREEMENT

          THIS SEPARATION AGREEMENT (the "Agreement"),  dated February 22, 2000,
by and between LOGIMETRICS,  INC., a Delaware  corporation (the "Company"),  and
Kenneth C. Thompson (the "Executive").

                              W I T N E S S E T H:

          WHEREAS,  the  Executive and the Company wish to resolve and discharge
any disputes and claims between them including, without limitation, any disputes
and claims  arising  (i) prior to the date of  Executive's  employment  with the
Company and (ii) as a result of the Executive's  employment with the Company and
the resulting termination of such employment;

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

          1. Termination of Current Employment; Resignation.

             (a) The Executive hereby ratifies and confirms his resignation,  as
of November 15, 1999 (the "Effective  Date"),  of all positions he may have held
as  an  officer  or  director  of  the  Company or any of its subsidiaries.  The
Executive acknowledges that from and after the Effective Date, the Executive no
longer  had  the status of an employee of the Company or any of its subsidiaries
and, except as required by applicable law, shall have no right to participate in
any benefit plans  maintained for such  employees.  The Executive  hereby waives
any and all rights he may have under his employment contract including,  without
limitation, any rights to receive payments and exercise options granted pursuant
to such employment contract.

          (b) Except as otherwise  set forth in this  Agreement,  all duties and
obligations of the Executive in respect of his  employment  with the Company are
ended as of the Effective Date, and all duties and obligations of the Company in
respect to the Executive's  employment with the Company are terminated as of the
Effective Date.

          2. Payment; Options.

             (a) The  Company  shall  pay  to   the  Executive  an  aggregate of
$137,096.56  in lieu of any  amounts to which the  Executive  may  otherwise  be
entitled by virtue of (i) any loans  advanced to the Company  by the  Executive,
(ii) any out-of-pocket expenses incurred by the Executive  in  his capacity as a
consultant or employee of the Company,  (iii) the  consulting  services provided
for or on behalf  of the  Company  by the  Executive,  and  (iv)  his employment
and  the  resulting  termination  of  such  employment  with  the  Company (the
"Payment").  The Payment  shall  be  paid  in  five  equal monthly installments,
without interest, with the first such payment being due and payable on April 22,
2000.

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             (b) In addition to the  Payment,  the Company  shall  grant  to the
Executive a non-qualified stock option (the "Option") to purchase 500,000 shares
of common stock, $0.01 par value per share (the "Common Stock"),  of the Company
at an exercise  price of $0.60 per share.  The Option  shall be  exercisable  as
specified in and shall be governed by the other terms and  conditions  set forth
in a stock option agreement (the "Stock Option Agreement"), substantially in the
form of Exhibit A attached  hereto.  As a condition  to the grant of the Option,
the Executive shall be required to execute the Stock Option Agreement.

             (c)  The  Executive  acknowledges  that,  during  the course of his
employment  with the Company,  he was not covered under the  Company's  benefits
plans,  and therefore he has no rights under the  Comprehensive  Omnibus  Budget
Reconciliation Act of 1985, as amended, with respect to such benefits.

             (d) All  other  options granted to the Executive  prior to the date
hereof are hereby terminated as of the Effective Date. Any agreement relating to
such options shall be null and void and of no further force and effect.

             (e) The Executive acknowledges and  agrees  that the  Payment,  the
Options and the other  consideration  to be received by him hereunder is in lieu
of all amounts to which he would  otherwise  be paid or entitled to by virtue of
his employment with the Company and the resulting termination of such employment
with the  Company.  The  Executive  shall  not make or  maintain  any  claim for
unemployment  benefits as a result of the termination of his employment with the
Company or any of its subsidiaries.

          3. Confidentiality Covenant; Non-solicitation; Non-competition.

             (a) The  Executive  recognizes  that   both  during  the  course of
his employment with the Company  and  during  the period prior to his employment
when the  Executive  served as a consultant  of the Company,  the  Executive has
had access to and has acquired confidential and proprietary information relating
to  the  Company  and  its   subsidiaries  (the "Proprietary Information").  The
Executive  acknowledges  that  the  Proprietary  Information  has  been and will
continue to be of critical  importance  to the business and  operations  of the
Company and its subsidiaries.  Accordingly, the Executive shall not, without the
express  prior  written consent of the Company, directly or indirectly, disclose
any  Proprietary  Information  to  any other person or use any  such Proprietary
Information, either directly or  indirectly,  for his benefit or for the benefit
of any third party.  Furthermore,  the Executive represents and warrants to  the
Company that prior to or  simultaneously  with the execution of this  Agreement,
the Executive  has  surrendered  to  the  Company  all  Proprietary  Information
provided  to  the  Executive  by  or  on behalf  of  the Company  or any of  its
subsidiaries,  including,   without   limitation,  all   materials    containing
Proprietary  Information,  or any documents, notes, memoranda, studies, analyses
or other material reduced to a tangible form containing Proprietary Information.

          The term "Proprietary  Information" does not include information which
(i) is or becomes generally available to the public (other than as a result of a

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disclosure  by the  Executive  or a  representative  of the  Executive)  or (ii)
becomes  available to the  Executive on a  non-confidential  basis from a source
other  than  the  Company  or one of its  representatives  which  the  Executive
reasonably believes is entitled to disclose it.

          (b) In  consideration  of the Payment,  the Options and other valuable
consideration to be provided hereunder, during the one-year period commencing on
the Effective Date, the Executive  shall not,  without the express prior written
consent of the Company, directly or indirectly,  (i) solicit or assist any third
party in soliciting for  employment any employee  employed by the Company or any
of its  subsidiaries  during  the  one-year  period  immediately  preceding  the
Effective Date  ("Employees"),  or (ii) employ,  attempt to employ or materially
assist any third party in employing or attempting to employ any Employee.

          (c) In  consideration  of the Payment,  the Options and other valuable
consideration to be provided hereunder, during the one-year period commencing on
the Effective Date, the Executive  shall not,  without the express prior written
consent  of the  Company,  directly  or  indirectly,  any where in the world (x)
engage in the design,  manufacture,  assembly, sale, maintenance or servicing of
high-power amplifiers,  satellite  communications  equipment or transmitting and
receiving  equipment  (or  related  components)  used  in  connection  with  the
provision of local multi-point distribution services (collectively, a "Competing
Business"),  or (y) serve as an officer,  director,  employee,  partner, member,
manager or consultant to or beneficially  own any equity interest (other than an
interest of less than 2% of the outstanding  voting power of any publicly traded
company) in any Competing Business.

          (d) The  Executive  acknowledges  that,  in the event of any breach of
this Section 3 by him, the Company and its subsidiaries would be irreparably and
immediately harmed and could not be made whole by monetary damages. Accordingly,
the Company, in addition to any other remedy to which it may be entitled,  shall
be entitled to temporary, preliminary and permanent injunctive relief to prevent
breaches of the provisions of this Section 3 and to compel specific  performance
of the  provisions  hereof.  The Company shall not be required to post a bond or
other  security  in  connection  with the  granting  of any such  relief.  These
remedies  shall not be deemed to be  exclusive  remedies for a violation of this
Agreement  but shall be in  addition  to all  other  remedies  available  to the
Company at law or in equity.


          4. Release.

             (a) The parties  hereto  confirm  and  warrant  that  they have not
caused or permitted to be filed any pending  charge, complaint or action against
each other or, in the case of the  Executive, any  Released  Party  (as  defined
in Section 4(g) below).

             (b) The parties  hereto  hereby   expressly  warrant that they have
not  assigned  any claim that they have or may have against the other or, in the
case of the Executive, any Released Party, to any person or entity.

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             (c) Subject  to  Section 4(f) hereof and except as set forth below,
the Executive  hereby  releases and forever  discharges each Released Party from
any and all actions, demands, causes of action  and claims whatsoever,  known or
unknown,  suspected or  unsuspected,  the Executive  ever had, now has, or shall
have  (whether in law,  equity,  or otherwise)  against any Released  Party with
respect to any matter,  event or  condition  occurring or arising on or prior to
the date of the  Executive's  execution of this  Agreement,  including,  but not
limited  to,  claims  for  breach  of an  implied  or  expressed  employment  or
consulting contract  (including,  but not limited to, the Employment  Agreement,
dated August 6, 1998, between the Company and the Executive,  and the Consulting
Agreement,  dated March 4, 1998, between the Company and the Executive),  claims
for unlawful  discharge,  claims  alleging a violation of Title VII of the Civil
Rights Act of 1964, The Age  Discrimination in Employment Act of 1967, The Civil
Rights Act of 1866, The Americans with Disabilities Act, The Occupational Safety
and Health Act,  The Employee  Retirement  Income  Security  Act, The Fair Labor
Standards Act, The Equal Pay Act, The Family and Medical Leave Act, the New York
State Human Rights Laws, the New York City Human Rights Laws, the North Carolina
Equal  Employment   Practices  Act,  the  North  Carolina   Handicapped  Persons
Protection  Act,  claims  pursuant  to  federal,  state or local  law  regarding
discrimination  based on race, age, sex, religion,  marital status,  disability,
sexual preference or national origin,  claims for alleged violation of any other
local, state, or federal law, regulations, ordinance or public policy having any
bearing whatsoever on the terms or conditions of the Executive's employment with
the  Company  or any of its  subsidiaries  or the  termination  thereof,  claims
pursuant to federal or state  whistleblower laws, claims pursuant to common law,
claims arising  directly or indirectly out of the  Executive's  employment by or
separation  from  employment  with the  Company or any of its  subsidiaries,  or
claims  arising  directly  or  indirectly  out  of  any  independent  contractor
relationship  between the Executive  and the Company or any of its  subsidiaries
and  the  resulting  termination  of  such  relationship.   Notwithstanding  the
foregoing,  nothing  herein  shall be deemed to (i) release the Company from its
breach of any provision of this Agreement,  and (ii) preclude the Executive from
filing  with or  participating  in any  manner in an  investigation,  hearing or
proceeding  conducted by the Equal Employment  Opportunity  Commission,  but the
Executive  hereby waives any and all rights to recover  under,  or by virtue of,
any such investigation, hearing or proceeding against the Company. The Executive
acknowledges that, as of the date of this Agreement, he is not aware of any such
actions,  demands,  causes of action or claims  that may be brought by him or on
his behalf against any Released Party.

          Subject to Section 4(f) hereof,  the Company (on its own behalf and on
behalf of its subsidiaries) hereby releases and forever discharges the Executive
from any and all actions, demands, causes of action and claims whatsoever, known
or unknown,  suspected or  unsuspected,  the Company or any of its  subsidiaries
ever had, now has, or shall have (whether in law, equity, or otherwise)  against
the  Executive  with  respect to any matter,  event or  condition  occurring  or
arising on or prior to the date of the Executive's  execution of this Agreement,
including,  but not limited to, claims arising directly or indirectly out of the
Executive's  employment by or separation from employment with the Company or any
of its  subsidiaries.  Notwithstanding  the  foregoing,  nothing herein shall be
deemed  to  release  the  Executive  from the  breach  by the  Executive  of any
provision of this Agreement.  The Company  acknowledges  that, as of the date of

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this Agreement,  it is not aware of any such actions,  demands, causes of action
or claims that may be brought by it or on its behalf against the Executive.

             (d) Subject to Section 4(f) hereof, the parties hereto covenant and
agree never to file any suit,  action,  cause of action,  or other claim against
the other  party or,  in the case of the  Executive,  any  Released  Party  with
respect to any matter,  event or  condition  occurring or arising on or prior to
the date hereof.

             (e)  Subject to  Section  4(f)  hereof, each of the Company and the
Executive hereby releases and discharges the other party and, in the case of the
Executive, each Released Party not only from any and all claims which such party
could  have made on its own  behalf  but also from  those  which may or could be
brought by any person, governmental authority or organization on its behalf, and
each of the Company and the Executive  specifically  waives any right to become,
and promises not to become,  a member of any class in any  proceeding or case in
which any claim or claims  against  the other or, in the case of the  Executive,
any Released Party may arise, in whole or in part, from any event which occurred
on or before the date of this Agreement.

             (f) Each of the  Company  and the Executive agree that the releases
given  pursuant to this Section 4 shall not be applicable to any criminal  acts,
knowing violations of law, breaches of fiduciary duty or acts of intentional and
willful  misconduct on the part of the other party.  Each of the Company and the
Executive  acknowledges  that nothing in this  Section 4 precludes  either party
from taking any legal action against the other for the breach by either party of
any provision of this Agreement.  In addition to any other remedies available at
law or by  agreement,  in the  event of any such  breach by the  Executive,  the
Company  shall be entitled to recover any and all amounts paid to the  Executive
pursuant to Section 2 above and shall be released  from its  obligation  to make
any future  payments  pursuant  to Section 2. The right of the  Company,  in the
event the  Executive  breaches any provision of this  Agreement,  to recover all
amounts paid to the Executive  pursuant to Section 2 and to be released from its
obligation to make future payments shall not impair the  enforceability  of this
Agreement.

             (g) For  purposes  of  this  Agreement,  the term "Released  Party"
shall  include  the  Company,  its  parents,  subsidiaries  and  affiliates, the
officers, directors,  shareholders,  agents  and  employees  of  any of them and
their respective heirs, successors, assigns and legal representatives.

          5. Confidentiality; Cooperation.

             (a) The Executive  shall not disclose either directly or indirectly
to any person in any manner  whatsoever  any  information of any  kind regarding
the terms of this Agreement, except the Executive may disclose the existence and
terms of this  Agreement to his  attorneys,  family  members,  tax and financial
advisors and prospective  employers and to others to the extent required by law;
provided,  however,  that each such person receiving such  information  shall be

<PAGE>

required to maintain the  confidentiality of such information (other than in the
event of a disclosure as required by law).

             (b) The  exclusive  statements  which  shall  be made to any person
concerning the termination of the Executive's  employment are (i) statements set
forth in a press release that the Company may issue; provided, however, that the
form of such press release shall be subject to the Executive's  approval,  which
approval shall not be unreasonably  withheld or delayed, and (ii) a statement to
indicate that the Executive and the Company have come to an amicable  resolution
regarding the Executive's resignation; provided, however, that this Section 5(b)
shall not preclude the Company from making such  disclosures as are necessary on
a  confidential  basis to its Board of Directors,  provided that such  directors
shall maintain the  confidentiality of such information (other than in the event
of a disclosure as required by law), and such other  disclosures as are required
by law.

             (c) The Executive shall not for any reason  whatsoever, directly or
indirectly,  either alone or jointly  with any person and whether as  principal,
servant or agent, in any way comment (in writing or otherwise)  negatively about
the Company, any of its subsidiaries or affiliates or their respective officers,
directors,  shareholders  or  employees to any person or entity,  disparage  its
products,  plans or management to any supplier,  vendor,  contractor,  creditor,
shareholder or potential shareholder, media, subcontractor, competitor, customer
or  potential  customer or any other  person or entity,  or do anything  else to
affect  adversely  the good will of the Company or any of its  subsidiaries  and
affiliates. The Company hereby covenants with the Executive that it will not for
any reason whatsoever,  directly or indirectly in any way comment (in writing or
otherwise) negatively about the Executive to any person.

             (d) The  Executive  shall  cooperate  fully   with  the  Company in
connection  with  any and all existing and future  investigations  or litigation
brought  by,  against  or  involving  the  Company  or any of its  subsidiaries,
officers  or directors, whether administrative,  civil or criminal in nature, in
which  and  to  the  extent the Company,  in its  reasonable  discretion,  deems
necessary.  The Company shall reimburse the Executive for all reasonable out-of-
pocket expenses incurred by the  Executive in  connection  with his  cooperation
provided  such expenses are approved in advance by the Company.

          6.  Withholding.  The Company shall  withhold from payments due to the
Executive such amounts as the Company shall reasonably  determine it is required
by law to withhold.

          7.  Severable  Provisions.   The  provisions  of  this  Agreement  are
severable,  and if any one or more provisions may be determined to be illegal or
otherwise unenforceable,  in whole or in part, the remaining provisions, and any
partially unenforceable provision to the extent enforceable in any jurisdiction,
shall nevertheless be binding and enforceable.

          8. Binding  Agreement;  Assignment.  The rights and obligations of the
parties hereto under this  Agreement  shall inure to the benefit of and shall be
binding upon the parties' respective  successors and assigns.  This Agreement is
personal to the Executive  and may not be assigned by the Executive  without the

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Company's prior written consent.  Any assignment or purported  assignment by the
Executive in violation of this Section 8 shall be null and void.

          9. Notices. All notices or other communications  required or permitted
hereunder shall be in writing and shall be delivered personally, by facsimile or
sent by certified, registered or express air mail, postage prepaid, and shall be
deemed given when so delivered personally,  or by facsimile,  or if mailed, five
days after the date of mailing, as follows:

                  If to the Company:        LogiMetrics, Inc.
                                            50 Orville Drive
                                            Bohemia, New York  11716
                                            Telephone: (516) 784-4110
                                            Facsimile: (516) 784-4130
                                            Attention: Mr. Norman M. Phipps

                  If to the Executive:      Kenneth C. Thompson
                                            10114 Waterbrook Lane
                                            Charlotte, North Carolina 28277
                                            Telephone: (704) 844-9848
                                            Facsimile: (704) 844-0947

or  a t such other addresses as shall be furnished in writing to the other party
hereto.

          10.  Waiver.  Either  party's  failure to  enforce  any  provision  or
provisions  of this  Agreement  shall not in any way be construed as a waiver of
any such  provision  or  provisions  as to any future  violations  thereof,  nor
prevent that party  thereafter  from enforcing each and every other provision of
this  Agreement.  The rights  granted the parties  herein are cumulative and the
waiver by a party of any single  remedy  shall not  constitute  a waiver of such
party's right to assert all other legal  remedies  available to such party under
the circumstances.

          11.  Governing Law. This Agreement  shall be governed by and construed
in  accordance  with the laws of the  State of New York,  without  regard to the
choice of law principles thereof.

          12. Captions and Paragraph  Headings.  Captions and paragraph headings
used herein are for  convenience  only and are not a part of this  Agreement and
shall not be used in construing this Agreement.

          13. Entire  Agreement.  This  Agreement  shall  constitute  the entire
agreement  among the parties with respect to the subject matter hereof and shall
supersede all previous  written,  oral or implied  understandings  or agreements
among  them with  respect  to such  matters.  No  modification,  termination  or
attempted  waiver of this Agreement  shall be valid unless in writing and signed
by the party against whom the same is sought to be enforced.

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          14. ATTORNEY REVIEW. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS
BEEN GIVEN AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT
AND THAT,  PRIOR TO THE EXECUTIVE'S  EXECUTING THIS  AGREEMENT,  THE COMPANY HAS
ADVISED  THE  EXECUTIVE  TO AND HAS  GIVEN HIM THE  OPPORTUNITY  TO HAVE HIS OWN
INDEPENDENT ATTORNEY REVIEW THIS AGREEMENT.

          15.  AGREEMENT  EFFECTIVE.  THIS  AGREEMENT  SHALL  BE  EFFECTIVE  AND
ENFORCEABLE  ON THE  EIGHTH  (8TH) DAY AFTER  EXECUTION  BY THE  EXECUTIVE  (THE
"RELEASE  DATE").  THE PARTIES  UNDERSTAND AND AGREE THAT THE EXECUTIVE,  IN HIS
INDIVIDUAL  CAPACITY,  MAY REVOKE THIS AGREEMENT  AFTER HAVING EXECUTED IT BY SO
ADVISING  THE  COMPANY IN  WRITING,  PROVIDED  SUCH  WRITING IS  RECEIVED BY THE
COMPANY AT THE  ADDRESS SET FORTH IN SECTION 9 ABOVE NO LATER THAN 11:59 P.M. ON
THE SEVENTH  (7TH) DAY AFTER HIS EXECUTION OF THIS  AGREEMENT.  IF THE EXECUTIVE
REVOKES  THIS  AGREEMENT,  IT SHALL NOT BE  EFFECTIVE  OR  ENFORCEABLE,  AND THE
EXECUTIVE  SHALL NOT BE  ENTITLED  TO RECEIVE OR RETAIN THE  PAYMENTS  AND OTHER
BENEFITS OF THE AGREEMENT.

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

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


                                    LOGIMETRICS, INC.


                                    By:/s/Norman M. Phipps
                                       _________________________________
                                       Norman M. Phipps, President and
                                       Chief Operating Officer



                                       /s/Kenneth C. Thompson
                                       ____________________________________
                                       Kenneth C. Thompson