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     April 26, 1996

     By Telecopy and Federal Express
     -------------------------------

     LogiMetrics, Inc.
     121-03 Dupont Street
     Plainview, New York 11803-1693

     PERSONAL AND CONFIDENTIAL
     -------------------------

              Attention:  Mr. Richard K. Laird, President

     Gentlemen:

     You have  us advised  that LogiMetrics,  Inc., including its  subsidiaries,
     divisions  and affiliates  (collectively, "LogiMetrics"  or the  "Company")
     has  expressed  an  interest  in   acquiring  the  capital  stock   or  the
     identifiable  assets  (including the  assumption  of  certain  identifiable
     liabilities)  of MMTech,  Inc. ("MMT"),  and/or  Instruments For  Industry,
     Inc. ("IFI"), by means,  inter alia, of a cash payment(s)  and/or issuances
     of securities  (collectively,  the "Transactions").    In addition  to  the
     Transactions, you have advised us that the Company desires to review,  from
     time  to  time,  other  potential  acquisition,  merger  or  joint  venture
     candidates  (collectively, the  "Acquisition  Search").   Phipps,  Teman  &
     Company, L.L.C. ("PTCO") is pleased  to act as exclusive  financial advisor
     to  LogiMetrics in  connection with  providing  certain financial  advisory
     services relating to  the Transactions and  the Acquisition  Search.   This
     letter   agreement  (the   "Advisory   Agreement")   is  to   confirm   our
     understanding  and   agreement  regarding   the  engagement   of  PTCO   by
     LogiMetrics with respect to the matters referred to herein.

     1.       LogiMetrics  engages PTCO on  an exclusive basis to:   (i) provide
              certain  financial  advisory  services  in  order  to  effect  the
              Transactions;  and  (ii)  provide  such  other  financial advisory
              services from time  to time as may be  mutually agreed upon by and
              between  LogiMetrics  and PTCO  with  respect  to  the Acquisition
              Search.

     2.       PTCO hereby accepts the engagement described  in paragraph 1 above
              and, in that connection, agrees that it will, inter alia:

              (a)     examine    publicly   available    documents   and   other
                      information provided  by the Company,  MMT and/or IFI  and
                      perform such other analyses as may be necessary to  assist
                      in  ascertaining a  range of  approximate  values for  the
                      Company, MMT and/or IFI; 
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     Mr. Richard K. Laird
     April 26, 1996
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              (b)     make recommendations with  respect to the structure(s)  of
                      the Transactions;

              (c)     advise  in  developing  strategies  to  be   used  in  the
                      approach  to,   and   negotiations  with,   the   existing
                      shareholders of MMT and/or IFI; 

              (d)     assist in the  negotiations with and presentations  to MMT
                      and   IFI,   senior  and   subordinated   lenders,  equity
                      investors  and  other  parties  required  to  effect   the
                      Transactions; and

              (e)     assist the Company in the Acquisition Search.

     3.       (a)     In consideration of  the services to be  provided pursuant
                      to  the terms  of paragraph  2  above, LogiMetrics  agrees
                      that should  (i)  one or  both  of  the   Transactions  be
                      effected,  or (ii)  the  Acquisition  Search result  in  a
                      completed  acquisition,  merger  or   joint  venture,  the
                      Company  shall pay  to  PTCO at  the  closing date  of the
                      Transaction(s)   or   the  closing   of   any  transaction
                      resulting  from  the Acquisition  Search,  a standard  and
                      customary  fee  (comprised   of  cash  and  warrants)  for
                      transactions of this  type which shall be  mutually agreed
                      upon  by and  between PTCO and  the Company  (the "Success
                      Fee").

              (b)     In addition to the Success Fee,  LogiMetrics covenants and
                      agrees to pay  to PTCO a monthly retainer of Five Thousand
                      and 00/100  (US$5,000.00) Dollars for  each month, or  for
                      any part thereof (the "Monthly Fee"),  for the duration of
                      PTCO's  engagement   hereunder,  payable   on  the   first
                      business day of each month, commencing May 1, 1996.  

              (c)     In addition to  the consideration set forth  in paragraphs
                      3  (a) and  3 (b)  above, LogiMetrics  agrees to reimburse
                      PTCO promptly, upon  requests made  by PTCO  from time  to
                      time,   for   PTCO's  reasonable   out-of-pocket  expenses
                      incurred in  connection with PTCO's activities  under this
                      Advisory  Agreement,  including,  without limitation,  the
                      reasonable fees  and disbursements  of its legal  counsel.
                      PTCO agrees  that it will  work with counsel  satisfactory
                      to  LogiMetrics, and  shall not  incur  legal expenses  in
                      excess of  US$5,000.00 without the  prior written  consent
                      of the Company.

     4.       PTCO shall not  be liable for, or have its  compensation hereunder
              reduced by, any  obligation LogiMetrics  or anyone else may  incur
              to   any  third   party   in  connection   with   any  transaction
              contemplated herein.
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     Mr. Richard K. Laird
     April 26, 1996
     Page 3

     5.       LogiMetrics agrees to indemnify PTCO and its  affiliates and their
              respective     members,     directors,    officers,     employees,
              representatives,   attorneys,   partners  and   agents   (or   the
              equivalent of  any of the  foregoing) (PTCO and  each such  person
              being  an  "Indemnified  Party")  from  and  against  any  and all
              losses,  claims, damages  and  liabilities, joint  or  several, to
              which  such  Indemnified  Party   may  become  subject  under  any
              applicable  federal or  state  law,  or otherwise,  related  to or
              arising  out  of  any   services  contemplated  by  this  Advisory
              Agreement  or  the  engagement  of  PTCO  pursuant   to,  and  the
              performance  by  PTCO  of   the  services  contemplated  by,  this
              Advisory Agreement  and will  reimburse any Indemnified  Party for
              all  expenses (including  reasonable  fees and  expenses  of legal
              counsel)   as   they  are   incurred   in   connection   with  the
              investigation  of, preparation  for or defense  of any  pending or
              threatened claim  or any  action or proceeding  arising therefrom,
              whether  or  not  such  Indemnified  Party  is  a  party  thereto.
              LogiMetrics   shall   not    be   liable   under   the   foregoing
              indemnification  provision to  the  extent that  any  loss, claim,
              damage, liability or  expense is  found in a final  judgment by  a
              court of  competent jurisdiction  to have resulted  primarily from
              PTCO's willful misconduct or gross negligence.

              In the  event of the  assertion against any  Indemnified Party  of
              any  such  claim  or  the  commencement  of  any  such  action  or
              proceeding as  described in the  preceding paragraph,  LogiMetrics
              shall be entitled to participate in such action or proceeding  and
              in the  investigation of  such claim  and, after  written  consent
              from PTCO, to  assume the investigation or defense of  such claim,
              action  or  proceeding  with  counsel  of LogiMetrics'  choice  at
              LogiMetrics' expense; PROVIDED, HOWEVER,  that such counsel  shall
              be reasonably satisfactory  to PTCO.  Notwithstanding LogiMetrics'
              election  to assume  the defense or  investigation of  such claim,
              action  or  proceeding,  PTCO  shall  have  the  right  to  employ
              separate counsel  if:  (i) in  the written  opinion of counsel  to
              PTCO, use of  counsel of LogiMetrics'  choice could  be reasonably
              expected to give rise to a conflict of interest; (ii)  LogiMetrics
              shall not  have employed  counsel reasonably satisfactory  to PTCO
              to represent  the Indemnified Party within a reasonable time after
              notice of  the institution of  any such  litigation or proceeding;
              or  (iii) LogiMetrics shall  authorize PTCO  in writing  to employ
              separate counsel at LogiMetrics' expense.

              The  rights, powers  and  authority  accorded PTCO  and  the other
              Indemnified  Parties  by  the  foregoing  provisions shall  be  in
              addition  to any  rights that  PTCO or  any Indemnified  Party may
              have at common law or otherwise and shall survive the  termination
              of this Advisory Agreement.

              If  for  any  reason  the  above-described  indemnification rights
              shall  be unavailable to any Indemnified  Party or insufficient to
              hold  it  harmless  as and  to  the  extent  contemplated  by  the
              preceding  paragraphs, then  LogiMetrics shall  contribute  to the
              amount  paid or payable  by the applicable Indemnified  Party as a
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     Mr. Richard K. Laird
     April 26, 1996
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              result  of  such  loss,  claim,   damage  or  liability  in   such
              proportion  as is  appropriate  to reflect  the  relative benefits
              received  by  it,  on  the  one  hand,  and  PTCO  and  any  other
              applicable Indemnified  Party, as the  case may be,  on the  other
              hand, and also the relative  fault of LogiMetrics and PTCO and any
              other  applicable Indemnified Party,  as the case may  be, as well
              as any other relevant equitable considerations.

     6.       The term  of PTCO's  engagement hereunder  shall  extend from  the
              date hereof through October 31, 1996 unless  terminated earlier in
              accordance with the terms and provisions hereof.  

     7.       PTCO's engagement may be  terminated by either LogiMetrics or PTCO
              at any  time upon  ten (10) days prior  express written  notice to
              the other party; PROVIDED, HOWEVER, that upon such  termination of
              PTCO's  engagement  by  LogiMetrics,  all  the  provisions  hereof
              relating  to the  payment  of expenses  and  indemnification shall
              survive any  such termination.   Furthermore, such  termination by
              LogiMetrics  shall cause any  and all Monthly Fees  for the period
              commencing  from the  date hereof through October  31, 1996, which
              shall not  have been paid  at the  date of termination, to  become
              immediately  due and  payable.    PTCO shall  be entitled  to  the
              Success Fee if, within  twelve (12) months  after the  termination
              of  this Advisory  Agreement for any  reason, LogiMetrics,  or any
              affiliated  party thereof,  shall consummate  the  Transactions or
              any  transaction  with  any   party  or  parties  related  to  the
              Acquisition Search and with whom PTCO was involved.  

     8.       LogiMetrics  and  PTCO  agree that  PTCO  shall  be the  exclusive
              financial advisor  to LogiMetrics and any  partner, co-venturer or
              associate of LogiMetrics that  participates in the Transactions or
              any reasonably similar transaction.   LogiMetrics and PTCO further
              agree that  each will  give the  other party  prior notice  of and
              consult  with  the other  party  prior to  taking any  significant
              action in connection  with or relating to the Transactions  or any
              of the transactions contemplated hereby.  

     9.       The  Company  agrees  that,  during  the  term  of  this  Advisory
              Agreement, (a)  it will  provide PTCO  with complete and  accurate
              information  with respect  to any  matter reasonably  requested by
              PTCO; (b) none  of the information provided to PTCO  in connection
              with  this  Advisory  Agreement,   or  presented  in  any  written
              material provided by  the Company and used by PTCO for any purpose
              under this  Advisory Agreement, will contain  any untrue statement
              of a  material fact or omit  to state a material  fact required to
              be stated  therein  or  necessary  to  make  the  statements  made
              therein not  misleading; and (c) the Company  will promptly inform
              PTCO of  any  material  change  or development  in  its  business,
              property or prospects.

     10.      This  Advisory Agreement  shall be  governed by  and construed  in
              accordance  with the  internal laws of the  State of  New York and
              any  disputes shall be  subject to the jurisdiction  of the courts
              of the State of New York.
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     Mr. Richard K. Laird
     April 26, 1996
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     Please confirm that  the foregoing correctly  sets forth  our agreement  by
     signing  and  returning  to  PTCO  the  duplicate  copy  of  this  Advisory
     Agreement enclosed herewith.

     Yours truly,

     PHIPPS, TEMAN & COMPANY, L.L.C.


     By:              /s/ Norman M. Phipps
                      ------------------------
                      Norman M. Phipps

     ACCEPTED AND AGREED 
     THIS 26th DAY OF APRIL, 1996

     LOGIMETRICS, INC.


     By:              /s/ Richard K. Laird
                      -------------------------
     Name:            Richard K. Laird
     Title:           President   
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