SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

        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, 1998
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from ____ to ____

                         Commission File Number 0-10696

                                LogiMetrics, Inc.
                 (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: (631) 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: $8,872,105

          As of February 29, 2000,  the  aggregate  market value of voting stock
held by non-affiliates of the issuer was $11,892,996 as computed by reference to
the last reported  sale price of the stock ($ 0.95)  multiplied by the number of
shares of voting stock outstanding on February 29, 2000 held by non-affiliates.

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

     Class of Common Stock                     Outstanding at February 29, 2000

     Common Stock, par value                         28,747,245 shares
      $.01 per share

   Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
                                LOGIMETRICS, INC.
                                   FORM 10-KSB
                            YEAR ENDED JUNE 30, 1998
                                      INDEX

                                     PART I

                                                                           Page

Item 1.  Description of Business.............................               3

Item 2.  Description of Property.............................              16

Item 3.  Legal Proceedings...................................              16

Item 4.  Submission of Matters to a Vote of Security Holders..             16


                                     PART II


Item 5.  Market for Common Equity and Related Stockholder Matters..        18

Item 6.  Management's Discussion and Analysis or Plan of Operation..       19

Item 7.  Financial Statements.......................................       24

Item 8.  Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosure...................................       47


                                    PART III


Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act ..............   47

Item 10. Executive Compensation..........................................   50

Item 11. Security Ownership of Certain Beneficial Owners and Management..   53

Item 12. Certain Relationships and Related Transactions..................   56

Item 13. Exhibits and Reports on Form 8-K................................   57

<PAGE>

                                     PART I

Item 1.  Description of Business

General

          LogiMetrics,  Inc.  ("LogiMetrics")  and its wholly owned  subsidiary,
mmTech, Inc. ("mmTech") (collectively,  the "Company") designs, manufactures and
markets solid state, broadband wireless communications infrastructure equipment,
subsystems and devices used to provide  point-to-multipoint  ("PMP") terrestrial
and satellite-based  distribution  services in frequency bands from 24 gigahertz
("GHz") to 38 GHz. The  Company's  products  enable  telecommunications  service
providers  to  establish  reliable  and  cost-effective  data,  voice  and video
communications  links  within  their  networks.  The  Company's   infrastructure
equipment  includes  solid-state  power  amplifiers,  hub  transmitters,  active
repeaters,  cell-to-cell  relays,  Internet access systems and other  millimeter
wave-based   devices  and  subsystems.   These  products  are  used  in  various
applications,  such as  broadband  communications,  including  Local  Multipoint
Distribution  Service  ("LMDS"),  local  loop  services  and  Ka-band  satellite
communications.

          In addition to the Company's broadband products,  the Company designs,
manufactures  and  markets  a wide  range of high  power  amplifiers,  including
traveling wave tube amplifiers ("TWTAs"),  instrumentation  amplifiers and other
peripheral  transmission  equipment used to transmit  communication  signals for
industrial, commercial and military applications. The Company's TWTAs operate in
frequency bands from 0.5 GHz to 45 GHz, with power levels up to 10 kiloWatts.

          The Company was founded in December 1968.  The Company's  headquarters
are  located  at 50  Orville  Drive,  Bohemia,  New York  11716.  The  Company's
telephone number is (631) 784-4110.

Recent Events

          On February 17, 2000, the Company entered into a non-binding letter of
intent (the "Letter of Intent") with Signal  Technology  Corporation  ("Signal")
pursuant to which Signal proposes to acquire the Company through the merger of a
wholly owned subsidiary of Signal with and into  LogiMetrics (the "Merger").  In
connection with the proposed Merger,  Signal currently intends to contribute the
assets of mmTech to Signal's  recently  formed Signal  Wireless  Group  ("SWG").
Pursuant to the current terms of the proposed  Merger,  holders of the Company's
common stock, par value $0.01 per share (the "Common Stock")  (including  shares
issuable upon the exercise or conversion of  outstanding  options,  warrants and
convertible  securities),  would receive,  based on a formula to be finalized, a
certain  percentage of a tracking security that would reflect the performance of
SWG ("SWG  Equity"),  which would be  distributed  upon  completion  of a public
offering of SWG Equity,  and shares of Signal common stock.  The proposed Merger
is intended to be tax-free to the stockholders of LogiMetrics for federal income
tax purposes.

          In connection with the Letter of Intent,  Signal has loaned $2,000,000
to the Company  for  working  capital and other  purposes  (the  "Signal  Loan")
pursuant to the terms of a Negotiable  Secured  Senior  Subordinated  Promissory
Note (the "Signal Note"). The Signal Loan matures on December 31, 2000 and bears
interest at a rate of 10% per annum, payable at maturity. The Signal Loan may be
prepaid by the Company at any time and is subject to mandatory  repayment in the
event that the Company  completes an  institutional  financing  generating gross
proceeds of $7,500,000 or more or the Company  engages in certain  extraordinary
transactions  (other  than  with  Signal)  or  executes  a letter  of  intent or
agreement  relating  thereto.  The Signal Loan is secured by liens on all of the
Company's assets. Signal has the right to accelerate the repayment of the Signal
Loan upon the occurrence of certain events of default,  including the failure of
the  Company to pay  amounts  owed  under the  Signal  Note when due, a material
breach by the Company of certain  covenants and  representations  and warranties
made to Signal or the occurrence of certain insolvency events.

          Concurrently  with the making of the  Signal  Loan,  certain  existing
investors  in the  Company  also loaned the Company  $1,000,000  (the  "Investor
Loans").  The Investor  Loans are evidenced by a Substitute  Negotiable  Secured
Senior Subordinated  Promissory Note (the "Investor Notes") and are secured pari
passu with the Signal Loan.  The Investor  Loans bear  interest at a rate of 13%
per annum  (payable at maturity) and mature on July 1, 2000. The Signal Loan and
the Investor Loans are referred to collectively as the "Loan Transactions."

<PAGE>

          Pursuant to the Letter of Intent,  the  Company  granted to Signal the
option (the "Option") to purchase the Company's  high-power  amplifier business,
currently  conducted at the  Company's  facility in Bohemia,  New York (the "New
York Business").  The exercise price of the Option is $2,000,000 less the unpaid
amount of the Signal Loan less any funded indebtedness of the Company assumed by
Signal.  The Option  expires on the  earlier of (i) 30 days after the payment in
full of the Signal Loan and (ii) December 31, 2000.

          In addition,  upon execution of the Letter of Intent,  the Company and
Signal entered into a Management Agreement (the "Management Agreement") pursuant
to which,  Signal,  through  its Keltec  division,  assumed the  management  and
operation of the New York  Business and has assumed all current  liabilities  of
the New York Business.  Pursuant to the Management Agreement,  Signal intends to
relocate  the  assets  of the New  York  Business  (excluding  real  estate  and
fixtures)  to  Signal's  facility in Florida.  Under the  Management  Agreement,
Signal is  responsible  for all expenses  incurred and is entitled to retain all
revenues  generated in connection  with its operation of that  business.  Signal
also has agreed to make  interest  payments on the  Company's  outstanding  bank
indebtedness  during the period it is operating the New York Business.  Pursuant
to the Management  Agreement,  if the Merger is not  consummated and the Company
enters into an acquisition  transaction with a third party prior to December 31,
2000,  Signal has the right either to retain  ownership of the assets of the New
York  Business for no additional  consideration  or to return such assets to the
Company.  In the event that  Signal  returns  such  assets to the  Company,  the
Company is obligated  to reimburse  Signal for the expenses of moving the assets
both to and from Signal's Florida facility and for any interest payments made by
Signal in respect of the Company's bank indebtedness.

          Pursuant  to the Letter of Intent,  the  Company  is  obligated  under
certain  circumstances  to re-pay  all loans  made by  Signal,  together  with a
prepayment penalty of $100,000,  and to pay a termination fee of $800,000 in the
event that the Company  enters into a letter of intent or similar  agreement for
an acquisition transaction with a third party prior to June 16, 2000.

          The transactions  described above are collectively  referred to as the
"Signal Transactions."

          The consummation of the proposed Merger is subject to the satisfaction
or  waiver  of  a  number  of  customary  conditions  precedent,  including  the
satisfactory   completion   of  the   Company's   and  Signal's  due   diligence
investigation  of the  business  and  affairs  of  one  another,  the  Company's
compliance with its reporting  obligations under the Securities  Exchange Act of
1934, as amended, the negotiation and execution of definitive agreements for the
Merger,  the  approval of the  proposed  Merger by the boards of  directors  and
shareholders of Signal and the Company and the receipt of any required consents,
authorization  and approvals.  No assurances  can be given that such  conditions
will be satisfied or as to the timing  thereof.  Further,  no assurances  can be
given that the Merger will be  consummated on the terms  summarized  above or at
all. For further information  regarding the Signal Transactions,  see Note 16 to
the Notes to Consolidated Financial Statements.

          It is a  condition  to the  Signal  Transactions  that the  holders of
approximately $10.7 million of the Company's indebtedness (excluding obligations
owed to North Fork Bank (the  "Bank") and certain  other  indebtedness)  must be
converted into shares of the Company's  common stock,  par value $0.01 per share
(the  "Common   Stock").   Based  on  discussions   with  the  holders  of  such
indebtedness,   the  Company  believes  that  such  holders  will  convert  that
indebtedness  to Common  Stock,  although  no  assurance  can be given  that the
Company will receive all of the consents  required to effect such  conversion or
as to the terms  thereof.  In  addition,  pursuant  to the  terms of the  Signal
Transactions,  all previously  issued  options,  warrants and other  convertible
securities  will be  required  to be  converted  into  Common  Stock.  Based  on
discussions with the holders of such securities,  the Company believes that such
holders will convert,  exercise or exchange such securities for shares of Common
Stock,  although no assurance  can be given that the Company will receive all of
the consents required to effect such conversions,  exercises and exchanges or as
to the  terms  thereof.  Based  on the  discussions  held to date,  the  Company
believes that it will be required to issue shares of Common Stock to the holders
of such indebtedness and securities in an amount  substantially in excess of 50%
of the shares then-outstanding (after giving effect to such issuance).

          The  summary  of  the  Signal  Transactions  contained  herein  is not
intended to be complete  and is  qualified  in its  entirety by reference to the
Letter  of  Intent,  the  loan  documents  for  the  Loan  Transactions  and the
Management Agreement, copies of which have been filed as exhibits to this Annual
Report on Form 10-KSB.

<PAGE>

Local Multipoint Distribution Services - LMDS

          Introduction

          The  proliferation of the Internet,  local area networks  ("LANs") and
home computers has resulted in explosive demand for increased bandwidth to speed
the  flow of  information.  While  technology  has  adapted  to  needs  of a new
marketplace by providing faster processors, video conferencing, data sharing and
distributed offices, communications technology companies continue to struggle to
provide high-speed access to the desktop.  The Company believes that LMDS offers
the speed and  capacity  to provide a  high-speed,  reliable  connection  from a
workstation  or LAN  to  existing  fiber  optic  backbones  at a  cost  that  is
advantageous  compared  to  existing  alternatives.  The  traffic  that LMDS can
support  is not only  computer  data;  LMDS  will also  have the  bandwidth  and
capacity to provide CATV, local telephony,  and broadband access  simultaneously
to users in each cell.

          LMDS Auctions

          The Federal  Communications  Commission's ("FCC") initial LMDS auction
was  completed  on March 25,  1998.  In that  auction,  the FCC offered two LMDS
licenses  in each of 493 Basic  Trading  Areas  ("BTAs")  throughout  the United
States,  for a total of 986  licenses.  In each BTA, the FCC auctioned a Block A
license  consisting of 1,150 megahertz ("MHz") of spectrum and a Block B license
consisting of 150 MHz of spectrum. The Block A licenses can carry the equivalent
of 16,000 telephone calls and 200 video channels simultaneously.

          Of the 986  available  licenses,  864 were  awarded  to 104  different
bidders  for  bids  totaling  approximately  $576  million.  The  remaining  122
licenses, mostly in small and/or rural markets, went unclaimed.

          The FCC prohibited local telephone companies (known as "local exchange
carriers" or "LECs") and cable  companies  from owning Block A LMDS  licenses in
their  service  areas for a three year period  ending June 30, 2000, in order to
allow smaller companies to compete for the licenses and to prevent LECs or cable
operators  from  bidding for LMDS  spectrum in order to impede new  competition.
Thus, many large  communications  companies were excluded from the auction,  but
may  acquire  such  licenses in the future.  The FCC has  reserved  the right to
extend the restriction on LECs and cable  operators  beyond June 30, 2000 if the
FCC determines that an extension is necessary to further competition.

          The FCC  commenced a second LMDS  auction on April 27,  1999.  In this
auction,  the FCC offered for sale a total of 161 LMDS  licenses,  including the
122 licenses  unclaimed  in the initial  auction and 39  additional  licenses on
which the  winning  bidder  in the  initial  auction  defaulted  on its  payment
obligation.  The second LMDS auction was completed on May 12, 1999, with all 161
licenses claimed.

          LMDS Services

          LMDS is a broadband  fixed wireless  system that uses  millimeter wave
signals in the 28 GHz  spectrum to  transmit  voice,  video and data  signals in
1,300 MHz of licensed  spectrum.  LMDS offers  line-of-sight  coverage  over a 3
kilometer  ("km") to 5 km range and is capable of providing  data and  telephony
service for up to 80,000 customers. A 360-degree  transmission pattern,  divided
into four  quadrants of  alternating  polarity,  allows  effective  reuse of all
spectrum resources and an overlapping node pattern that  significantly  improves
coverage to a targeted customer base.

          The Company  believes that LMDS  technology  can bridge the access gap
between  multigiga-bit-per-second  fiber optic  backbones  and LANs and personal
computers.  Currently,  this gap is filled  primarily  by dial-up  modems,  ISDN
lines, or xDSL products, all of which are relatively slow compared to LMDS. LMDS
provides a flexible,  economical and reliable source of broadband communications
capability in the "local loop." The Company believes that this technology, which
is scaleable and modular in nature, can provide significant cost advantages over
an incumbent provider's network.

          Physically,  a  system  consists  of two  primary  functional  layers:
transport and  services.  The transport  layer  comprises the customer  premises
solid-state  transceiver  and  the  cell  node  or  hub  electronics,  including
solid-state  transmitters,  receivers and other related  elements located at the
transmit site. The services layer comprises a network  interface unit ("NIU") at
the   customer   premises   and  the   base   electronics.   The  NIU   provides
industry-standard  interfaces to the customer,  and the base electronics provide
control  and  transport  functions  from the hub site or central  office/traffic
aggregation site.

          The  distances  between cell sites for LMDS systems are typically 3 km
to 5 km.  The  close  spacing  of  LMDS  sites  is  necessary  to  maintain  the
line-of-sight  transmissions  in the  presence of signal  attenuation  caused by
rain, which can be a significant factor at millimeter wave frequencies.  Through
the close proximity of cell sites and the use of transmission techniques such as
forward  error  correction  and dynamic  power  adaptation,  LMDS systems can be
engineered to provide enhanced system reliability.

          Competition

          There are a number of alternative technologies that are competing with
LMDS to fill the access  gap.  These  technologies  include  asymmetric  digital
subscriber  line  ("ADSL"),  cable modems,  fiber optic cable,  38 GHz radio and
satellite systems.

<PAGE>

          ADSL:  ADSL, the current xDSL standard,  provides  varying data rates,
both  downstream  and  upstream,  to  customers  using  the  existing  telephone
company's  twisted  pair copper  wires.  It is  estimated  that 20 percent to 40
percent of U.S. access lines will be able to receive ADSL service with little or
no upgrade to existing infrastructure.  ADSL solutions,  however, are relatively
costly, and competing standards, a lack of interoperability  between modems made
by different  manufacturers,  implementation costs and other factors have slowed
the implementation of ADSL. However,  the introduction of lower cost application
specific  integrated  circuits may result in a reduction in the prices of second
and third generation ADSL modems.

          Cable Modems:  Cable modems can provide  relatively  significant  data
rates downstream.  However,  cost per home passed is still relatively expensive,
excluding the additional cost of a modem to the subscriber.

          Fiber-to-the-Curb:  The  installation of fiber optic cable to the home
or curb is another alternative. However, installation is expensive and currently
is cost-effective  only for heavy business users. The Company believes that full
installation of fiber in the U.S. local loop would take decades to complete.

          Other  Wireless  Solutions:  38 GHz  radio,  or "cable in the sky," is
operating  successfully  in several major  metropolitan  areas.  To date, it has
primarily been used to provide other telecommunications carriers with additional
capacity.

          In addition to  currently  available  competing  systems,  the Company
believes  that several  satellite  system  operators  plan to offer two-way data
services  in  the  future.   Expected  data  rates  of  the  various   satellite
constellations vary significantly for both downstream and upstream transmission,
as well as for residential and corporate users.

Basic Microwave Technology

          Generally,  microwaves  are defined as radio waves with extremely high
frequencies of 1 GHz and above,  and derive their name because the wavelength of
the actual radio waves is very small (see Table 1). Because microwaves have very
high  frequencies,  they are able to carry large amounts of information,  making
them suitable for  telecommunications  applications.  All radio waves, including
microwaves,  carry information in proportion to their frequency.  Simply stated,
microwave  communications  systems  encode  information  and  send it  over  the
airwaves to the desired destination where the information is decoded and used in
either audio, visual, or computerized form. Terrestrial microwave communications
systems transmit information,  using analog or digitally modulated signals, to a
receiver  and can  either  be  point-to-point  (linking  one  microwave  site to
another)  or,  as is  the  case  with  LMDS,  point-to-multipoint  (linking  one
microwave site to multiple microwave sites).

Table 1:  Segments of the Microwave Frequency Spectrum

--------------------------------------------------------------------------------
    Segment                         Frequency                       Wavelength
--------------------------------------------------------------------------------
Centimeter waves                  1 gigahertz                    30 centimeters
                                  3 gigahertz                    10 centimeters
                                  30 gigahertz                    1 centimeter
--------------------------------------------------------------------------------
Millimeter waves                  30 gigahertz                   10 millimeters
                                  300 gigahertz                   1 millimeter
--------------------------------------------------------------------------------
Sub-millimeter waves              300 gigahertz                    1 millimeter
                                1,000 gigahertz                  0.3 millimeter
--------------------------------------------------------------------------------
Note:  1 gigahertz (GHz) = 1,000 megahertz (MHz) = 1 billion hertz (Hz)
--------------------------------------------------------------------------------

                      Source:    Reference Data For Radio Engineers, 4th Edition

          Microwave  propagation  characteristics are not uniform. As microwaves
increase in frequency and become shorter in  wavelength,  they take on different
propagation characteristics (see Table 2). Lower frequency microwaves (such as 2
GHz and 6 GHz) have lower attenuation than higher frequency microwaves,  meaning
that they can travel longer distances  without as much resulting signal loss due
to atmospheric absorption and rain. Lower frequency microwaves are affected less
by rain, and are therefore better suited for long-haul applications that require
longer  microwave  path lengths.  Useful path length depends on other factors as
well, such as antenna gain and power level.

Table 2:  Microwave Frequency Propagation

      -------------------------------------------------------------
          Frequency                    Typical Range
            2 GHz                    50 miles (80 km)
            6 GHz                    50 miles (80 km)
           11 GHz                    15 miles (24 km)
           18 GHz                     7 miles (11 km)
           23 GHz                     5 miles (8 km)
           38 GHz                     3 miles (5 km)
           60 GHz                     1 mile  (1.6 km)
-------------------------------------------------------------------
                         Source: Reference Data For Radio Engineers, 4th Edition


<PAGE>

          At higher  microwave  frequencies,  practical  path  lengths  begin to
decrease markedly.  For example,  as Table 2 indicates,  at 18 GHz, path lengths
drop to  about 7 miles  (11  km),  at 38 GHz  about 3 miles (5 km) and at 60 GHz
about 1 mile (1.6 km).  This is generally due to higher  atmospheric  absorption
and fading caused by rain. At these  frequencies,  line-of-sight  propagation is
needed  to assure  error-free  transmission.  However,  these  higher  frequency
microwaves  generally  require  smaller  antennas  and less power to radiate and
propagate the microwave signal.  Advancing microwave technology has also allowed
microwave systems to utilize  frequencies over 30 GHz  (millimeter-wave)  for an
increasing  number of communications  applications.  The shorter path lengths of
higher  frequency  microwaves  can  be a  major  advantage  for  some  types  of
applications. Because these higher frequencies can be "reused" many times within
a given area with less risk of  interference,  they can be used for applications
that are quite localized,  such as building-to-building  wireless computer links
and automobile  radar and traffic  signal  control.  In all of these  instances,
interference from distant transmissions would cause significant problems.

          Terrestrial  microwave radio systems have large  capacities . Capacity
refers  to the data  rate that can be  transmitted  at one time and for  digital
microwave  systems  is  usually  measured  in bits per  second  (bps or  bit/s),
kilobits  per second  ("Kbps") or megabits  per second  ("Mbps").  Typically,  a
digital  microwave  radio's  capacity  can  range  from 64 Kbps up to 155  Mbps.
Low-capacity to medium-capacity  systems (up to 45 Mbps) are very common and are
used for a variety of applications, while high-capacity systems (140 Mbps to 155
Mbps) are primarily  used by common  carriers for  long-haul,  backbone  network
applications.  The  capacity  of a  radio  system  is  directly  related  to the
bandwidth  of the system.  Given that radio  equipment  operation  is  generally
limited to a bandwidth that is a certain percentage of its operating  frequency,
the higher the operating frequency , the higher the percentage bandwidth and the
capacity of the overall  system.  The  Company  believes  that as the demand for
higher data rates grows,  it will drive the growth of millimeter  wave equipment
for LMDS and other PMP systems.

Ka-Band Satellite Communications

          Introduction

          Ka-band  satellite systems refer to a new generation of communications
satellites  that  will  occupy  the 20 GHz to 40 GHz  frequency  range  and  use
on-board  processing and switching to provide full two-way  services to and from
small earth stations comparable in size to today's satellite television dish. To
do this efficiently  they will use multiple  pencil-like spot beams. A number of
proposals also include use of inter-satellite links. Apart from the conventional
geosynchronous  orbit  ("GEO"),  both low earth orbit  ("LEO") and middle  earth
orbit ("MEO")  systems have been planned.  Such Ka-band  satellite  systems have
also  been  described  in other  terms  such as  "multimedia  satellites",  "ATM
satellites",  "broadband  switched" and "broadband  interactive  satellites" and
will  offer the  ability  to  provide  high-bandwidth  access to places  without
high-bandwidth infrastructure.

          The basic  elements of a satellite  communication  system  begin at an
earth station - an installation  designed to transmit and receive signals from a
satellite in orbit around the earth. Earth stations send information in the form
of  high-powered,   high-frequency  signals  to  satellites  which  receive  and
retransmit  the  signals  back to earth were they are  received  by other  earth
stations in the coverage area of the satellite. The transmission system from the
earth  station to the  satellite  is called  the uplink and the system  from the
satellite to the earth station is called the downlink.

          These  satellites will be used for everything that a terrestrial  line
would  be  used  for:  desktop-to-desktop  videoconferencing,  Internet  access,
electronic messaging,  faxing,  telemedicine,  direct-to-home video,  electronic
transaction   processing,   distance  learning  and  a  wide  variety  of  other
applications.

          Ka-Band Satellite Services

          The  technologies  that  enable  Ka-band  satellites  to be used  with
point-to-multipoint   communications  applications  are  spot  beam  technology,
on-board  processing  and  switching,   inter-satellite  links  and  all-digital
transmission capability.


<PAGE>

          Spot beam  technology  enables a satellite to subdivide a single large
"footprint"  (area of coverage)  into many  "subfootprints"  (spot  beams).  The
satellite can then focus these  subfootprints on particular  areas.  Subdivision
enables a high  degree of  frequency  reuse.  Rather than  spreading  the entire
frequency  over the whole  footprint,  it spreads  subsets of the frequency over
smaller  footprints.  Most  importantly,  it reuses these subsets in nonadjacent
footprints. This frequency reuse and multiple beams are a consequence of the use
of the millimeter  wave frequency.  The shorter the  wavelength,  the higher the
degree of focus a given size antenna can achieve.

          On-board   processing  and  switching  allows  the  satellite  to  act
effectively as a sophisticated telephone switchboard.  Most satellites are "bent
pipes" - a  signal  goes up and  then  comes  back  down  immediately.  On-board
processing and switching  enables the caching of  information  until one or more
spot beams are aimed; this also enables inter-satellite links and switching.

          Inter-satellite  links and switching allow the transfer of signals and
information  between  satellites.  Thus, instead of having to "hop" a signal off
the ground to another  satellite  and then to its  destination,  these  proposed
Ka-band  satellites  are  capable  of  communication  with each  other,  thereby
minimizing transmission time and maximizing efficiency.

          However, all of this is only possible with all-digital  transmissions.
Due to the high frequency of Ka-band satellite transmissions, they also face the
same  line-of-sight and rain fade issues faced by other high frequency  wireless
communications  systems,  such as LMDS.  In order to  circumvent  this  problem,
all-digital  transmissions  are necessary in order to incorporate  similar error
correction  codes to those  that are used in  terrestrial  cellular  systems  to
overcome similar problems.

          These  technologies  are capable of making Ka-band  satellite  systems
operate  like public  telephone  networks  with the  facility  to offer  digital
services  with a wide  variety of bit rates.  Users will be offered "bit rate on
demand"  - that is to say they  will only pay for the time that they use a link.
This contrasts with conventional  satellites where users usually have had to pay
for permanent  leases,  which is only  economic if there are massive  amounts of
information to be moved, such as television  channels and trunk telephony links.
The Ka-band  concept  offers the  equivalent of a local loop  telephone  circuit
where the user pays for temporary  lease of time or for each bit of  information
moved.

          The  development of Ka-band  services is intimately  bound up with the
development of the international  marketplace for information technology and the
convergence of computing,  broadcasting and telecommunications  technology.  The
Ka-band satellite concept offers the prospect of quick and scaleable (therefore,
economically realistic) rollouts of advanced infrastructure and services.

<PAGE>

          The Market

          The primary market for Ka-band  satellite  communications  will be for
the  provision  of  high-bandwidth  access  to places  without a  high-bandwidth
infrastructure.  It is unlikely  that a satellite  system  could  compete with a
digital  subscriber  line  ("DSL") to the home or fiber to the office - if those
services  are  available.  However,  in  rural  areas  of the  U.S.  - or in low
population  areas in any country - Ka-band  satellites  will be able  provide an
effective  alternative,  enabling not only high-speed Internet browsing, but all
forms of high-speed networking and communication.

          Satellite Frequency Bands

          The three most commonly used satellite frequency bands are the C-band,
Ku-Band  and  Ka-band.  C-band and  Ku-band  are the two most  common  frequency
spectrums used by today's satellites.

          C-band  satellite  transmissions  occupy the 4 GHz to 8 GHz  frequency
range.  The minimum size of an average C-band antenna is  approximately 2 meters
to 3 meters in diameter.

          Ku-band satellite  transmissions occupy the 11 GHz to 17 GHz frequency
range.  Ku-band  antennas can be as small as 18 inches in diameter,  as commonly
seen in the RCA DSS and Sony DSS systems.

          Ka-band satellite  transmissions occupy the 20 GHz to 40 GHz frequency
range.  The  typical  size of a Ka-band  antenna is  approximately  12 inches in
diameter.

Products

          Point-To-Multipoint Systems

          PMP systems are wireless networks capable of providing fixed broadband
multimedia  services,  including high speed data, voice and video. These systems
are  based  on  broadband  millimeter  wave  radios  and  employ  a  variety  of
architectures,  including  asynchronous transfer mode, depending on the specific
application of the system. The Company believes that PMP systems,  which include
LMDS and Ka-band satellite applications, are capable of providing data rates and
capacity  comparable to fiber optic networks at significantly lower installation
and maintenance costs.

          The layout of a typical PMP system is similar to traditional  cellular
telephone infrastructures with cell transmitters located at the center of a cell
surrounded by subscribers.  The primary difference of an LMDS system is that the
subscribers  are fixed;  therefore,  they typically  receive and transmit with a
single cell  transceiver,  instead of  undergoing  "handoffs"  between  multiple
transceivers  as mobile  subscribers do when they pass from one cell to another.
This simplifies  architectural  considerations and the network management of the
system.  The  frequencies  utilized,  coupled with an efficient  network design,
enable  service  providers  to become  increasingly  "granular"  in sizing their
cells, which expands their ability to reuse frequencies.

          The basic  segments of a typical  system used in a cell  include a hub
transmitter with connections to the public switched telephone networks, Internet
and  video  sources,  and  subscriber  equipment  that  differs  in terms of the
services used. The service differentiation is typically determined by the amount
of  bandwidth  required by the  customer.  The large  commercial  or  industrial
subscriber with substantial  requirements  for telephony,  data and/or video and
the  small  office-home  office  user  both have  access  to  bandwidth  that is
appropriately  sized to meet their specific needs.  The flexibility  afforded by
the  technology  gives the service  provider the  opportunity  to  differentiate
services based on the individual requirements of the user, and thus provide both
the  service  and  customer  premise  equipment  at a  cost  appropriate  to the
situation.

          The Company  builds a wide  variety of radio  equipment at many of the
frequencies designated for PMP service. The Company also supplies subsystems and
devices to several large, multinational  telecommunications  equipment companies
that manufacture and integrate complete systems.  Additionally,  the Company has
installed  and  has  the  capability  to  supply  complete   systems  for  niche
opportunities.

<PAGE>

          TWTAs

          In addition to the Company's  emerging PMP business,  the Company is a
leading manufacturer of TWTAs and other peripheral transmission  equipment.  The
Company's TWTAs are used in industrial, commercial and military applications and
may be sold  either  as  stand-alone  units or as part of  electromagnetic  test
systems  used to  measure  the  electromagnetic  compatibility  ("EMC")  and the
electromagnetic susceptibility ("EMS") of various equipment, including satellite
earth  stations,   wireless   communication   systems,   automobiles  and  other
transportation  equipment.  These test systems  typically  incorporate  multiple
TWTAs covering several frequency bands.

          TWTAs  sold by the  Company  have  been  used in LMDS and  Very  Small
Aperture Terminal  transmitting devices for satellite  communications,  EM C/EMS
testing,   microwave  studies  and  general  high-power  component  testing.  In
addition,  the Company sells  complete  radio-based  specialty  systems built to
customer  specifications.  These systems are typically designed to meet specific
end-user needs and range from automated  EMC/EMS  testing  systems to electronic
ground-based or airborne  electronic warfare equipment.  These systems typically
incorporate  one or more TWTAs and may also  include  software  developed by the
Company or by third parties, as well as other ancillary equipment.

Sales, Marketing and Distribution

          LogiMetrics  markets  its  products  to  system  integrators,  service
providers and  industrial  and  governmental  entities,  both  domestically  and
internationally,  through direct and indirect sales  organizations.  At June 30,
1998,  the  Company had  distribution  agreements  with 32 sales  organizations.
Additionally,  at June 30, 1998, the Company sold its products  through a direct
sales  organization from its facilities in New York and New Jersey. In addition,
the Company utilizes a network of independent sales  representatives  located in
North America,  Asia and Europe.  The Company  selects its  international  sales
organizations based on their understanding of the technology,  product offerings
and local  markets and their  awareness of the business and cultural  climate of
the  countries  in which  they  operate.  Representative  organizations  provide
primary coverage and are typically assigned to a specific geographic or vertical
industry segment, depending upon their capabilities.  Key strategic accounts are
handled  directly  through the Company's  internal  sales  organization.  In all
cases,  internal sales management personnel are closely involved in coordinating
the  sales  and  marketing  efforts.   The  Company  or  its  independent  sales
representatives  generally  target  sales  prospects,  although the Company also
responds to requests for proposals.  Many of the Company's specialty systems are
sold through competitive bidding after receipt of a request for proposal.

          The  Company's   marketing   strategy  makes   extensive  use  of  its
representative  network to disseminate  materials and  information.  The Company
also  demonstrates its products at exhibitions and trade shows that focus on the
communications and instrumentation marketplaces.

Customers

          Point-To-Multipoint Systems

          In June 1998, the Company began  shipments of  solid-state  amplifiers
for use in Teligent Inc.'s ("Teligent") point-to-multipoint system in the United
States.  The Company believes that the FCC's auction of licenses to provide LMDS
services,  coupled with the  Company's  relationship  as a supplier of equipment
used in Teligent's system,  and direct sales to Newbridge  Networks  Corporation
will allow the Company to broaden its  point-to-multipoint  customer  base.  The
Company has also sold solid-state  Ka-band satellite devices and subsystems to a
number of governmental  entities and Fortune 100 companies.  Prior to June 1998,
the   Company's   customers  for  its  PMP  products   consisted   primarily  of
CellularVision Technology & Telecommunications, L.P. ("CT&T") and several of its
licensees,  which  included  CellularVision  of New  York,  L.P.  ("CVNY"),  and
entities operating in Canada, Brazil, Thailand, the Philippines and Russia.

          TWTAs

          The  Company's  TWTA  customers   include  military  and  governmental
agencies,  original equipment manufacturers,  system integrators,  manufacturing
organizations  and testing  laboratories.  Both amplifier and EMC/EMS  customers
primarily include Fortune 500 companies.


<PAGE>

Backlog

          The  Company  measures  its backlog as orders for which  contracts  or
purchase  orders  have been  signed but that have not yet been  shipped  and for
which revenues have not yet been recognized. The Company includes in its backlog
only those  customer  orders that are scheduled for delivery  within the next 18
months.  The Company typically ships its products within six months of receiving
an order. At June 30, 1998, the Company had a $5.8 million backlog of orders for
its equipment.  Substantially  all of the Company's backlog at June 30, 1998 was
shipped  during the fiscal year ended June 30, 1999.  Any failure by the Company
to meet an agreed-upon  schedule could lead to the  cancellation  of the related
order.  All orders are subject to  cancellation  or delay by the  customer  and,
accordingly,  there can be no assurance that such backlog will eventually result
in revenues.

Manufacturing and Assembly

          The Company designs, assembles,  manufactures, tests, performs quality
assurance, packs and ships its PMP transmitting equipment and related devices at
its facility in Eatontown,  New Jersey.  These same  functions for the Company's
product  line of TWTAs and  other  peripheral  equipment  are  performed  at its
facility in Bohemia, New York.

          The Company  purchases a majority  of the  components  used in its PMP
products from third-party suppliers,  and purchases all its traveling wave tubes
and certain other components from third parties. Where appropriate,  the Company
purchases and utilizes common components to optimize design and build cycles and
enhance  manufacturing  flexibility.  The Company  inspects all direct materials
purchased for quality,  groups the components into kits by production  order and
then either releases these kits for internal  manufacturing or ships the kits to
its  subcontractors for assembly.  It is the Company's  intention to utilize its
internal manufacturing  capabilities on all products that it sells. This enables
the Company to resolve design issues,  fully  characterize the manufacturing and
test processes and shorten  design and build cycles.  The Company uses secondary
manufacturing or assembly sources from time to time.

          Although many of the basic components used in the Company's  products,
such as circuit boards,  resistors,  capacitors and other similar components are
readily available from a number of sources, the Company typically purchases such
components  from  single   suppliers  to  take  advantage  of  available  volume
discounts.  However,  to assure an adequate  supply of wafers and traveling wave
tubes, two critical  components in many of the Company's  products,  the Company
has  established  multiple  supply  sources.  A limited number of components and
sub-assemblies  are  manufactured  for the  Company  pursuant  to the  Company's
proprietary specifications,  but the Company does not believe it is dependent on
any single  source for these  items.  The  Company  does not have any  long-term
supply arrangements.

          The Company  inspects and tests its  products  during the assembly and
manufacturing  processes and tests finished products using internally  developed
procedures.  The Company  typically works with its customers to develop its test
procedures  to ensure that both the  product  attributes  and  methods  used for
quantification  are mutual. The Company's quality inspection and testing employs
"best  practices"  throughout the process to ensure the quality of the Company's
products.  The Company utilizes  customized  testing equipment to facilitate its
assembly  operations  and quality  programs,  and believes  that its practice of
conducting  all  testing  and  calibration  internally  has  contributed  to the
reliability of its products.

Research and Development

          The Company has an ongoing development program to enhance its existing
products and to introduce  new  products.  The Company  invested $0.6 million in
each of the fiscal years ended June 30, 1998 and 1997, in  development  efforts.
The  Company  expects  to  substantially  increase  its  investment  in  product
development.  The Company's development activities focus on evolving its initial
development and production efforts for PMP and related satellite applications to
subsystems that are increasingly  integrated.  The Company's development efforts
are  currently  focused on  developing  a wide  variety of solid  state  radios,
subsystems  and  amplifiers  for PMP  applications  for  the  LMDS  and  Ka-band
satellite  markets,  as well as developing a new generation power supply for its
TWTA product line.


<PAGE>

Competition

          PMP Markets

          In the emerging PMP market,  the Company's  competitors  fall into two
general  categories:  (i) larger entities seeking to build subsystems for system
integrators;  and (ii) device manufacturers  interested in producing and selling
"high  value-added"  devices,  such as solid  state  amplifiers  and  peripheral
equipment.  Subsystem and device  manufacturers  with whom the Company  competes
include Telaxis Communications Corporation,  Unique Broadband Systems, Inc., and
Quinstar  Technology,  Inc. The Company expects that it may compete with certain
major telecommunications equipment manufacturers seeking to build subsystems for
system  integrators.  A number of the Company's  competitors have  significantly
greater financial,  marketing and other resources than the Company.  The Company
does  not  believe  that  the  large  system  integrators  currently  intend  to
manufacture devices and subsystems; however, these entities may pursue the small
and  medium-size  LMDS  auction  winners  with  respect to small  system  sales.
Historically,  the large system  integrators have not manufactured at the device
level.  The  Company  believes  that  principal  competitive  factors in the PMP
markets  include  performance,  delivery,  price and  reliability.  The  Company
believes that its wide range of experience  with equipment  currently  available
and in  operation  for over  five  years in six  countries  gives it a  distinct
competitive  advantage in  manufacturing  both subsystems and "high value added"
devices.

          TWTA Markets

          In the markets for TWTAs and other high-power amplifiers,  the Company
competes  with  other   manufacturers,   including   Communications   and  Power
Industries,  Inc., Amplifier Research Corp. and Xicom Technology, Inc., a number
of which have  significantly  greater  financial,  marketing and other resources
than the Company. The Company believes that principal competitive factors in its
respective markets include performance,  reliability, size, weight, delivery and
price.  The  Company  believes  that it  competes  effectively  on all of  these
factors.

Government Regulation

          Growth in the  Company's  business  is  substantially  dependent  upon
government  regulations  implementing  LMDS  in  the  United  States  and  other
countries.  In March 1998, the FCC concluded an auction to award two licenses to
provide LMDS services in each of the 493 BTAs in the United  States.  Of the 986
available licenses, 864 were awarded in the auction. The remaining 122 licenses,
mostly in small and/or rural markets, went unclaimed. The FCC commenced a second
LMDS  auction on April 27,  1999.  In this  auction,  the FCC offered for sale a
total of 161 LMDS licenses,  including the 122 licenses unclaimed in the initial
auction and 39  additional  licenses on which the winning  bidder in the initial
auction  defaulted  on its  payment  obligation.  The second  LMDS  auction  was
completed  on May 12,  1999,  with all 161  licenses  claimed.  Several  foreign
countries,  including  Canada,  the  Philippines,  Thailand  and the Republic of
Korea, have also reserved  spectrum for the provision of services  substantially
similar to LMDS, and the Company  expects other countries will do so in the near
future. However, no assurance can be given with respect to the existence or size
of any market for LMDS  equipment that will develop as a result of any action by
the FCC or any other  governmental  authority.  Nor can  there be any  assurance
given as to when any market will  develop or that any  developed  market will be
sustained.

          The FCC's current LMDS rules  specify that LMDS  licensees may take up
to ten  years  from the grant of their  authorization  to  provide  "substantial
service" to  subscribers.  Accordingly,  there can be no assurance  that winning
bidders in the FCC auctions  will  purchase  LMDS  equipment,  such as equipment
manufactured by the Company,  promptly following completion of the auctions.  In
the event that winning bidders and other participants in the LMDS market fail to
purchase equipment from the Company,  such failure could have a material adverse
effect on the Company's business, financial condition and results of operations.

Trademarks, Patents and Copyrights

          The Company  relies on  technological  innovations,  trade secrets and
expertise  to  develop  and  maintain  its   competitive   position,   and  upon
confidentiality  procedures,  common law remedies and contractual  provisions to
protect its  proprietary  rights.  At this time,  the  Company  does not own any
patents or trademarks  relating to the technology and expertise  involved in the
assembly,  calibration and testing of its products. The basic technology used in
the design and  manufacture of these products is not  proprietary to the Company
and is available in the public domain.  However,  the Company  believes that the
knowledge it has  developed  with respect to such  products is  proprietary  and
cannot be readily duplicated by its competitors.  Further,  the Company believes
that certain of the  subsystem  architectures  it has developed may benefit from
some  form of  intellectual  property  protection.  There  can be no  assurance,
however,  that these  activities will ultimately issue as patents or, if patents
do issue,  that the claims  allowed  will be  sufficiently  broad to protect the
Company's proprietary rights or provide any competitive advantage.  In addition,
there can be no assurance that issued patents or pending  applications  will not
be  challenged  or  circumvented  by  competitors,  or that rights  granted will
provide any competitive advantage to the Company.  Furthermore, it may be likely
that the Company's competitors can obtain samples of the Company's products and,
through reverse  engineering,  obtain access to proprietary  knowledge regarding
the  Company's  product  designs.   The  Company's  agreements  with  its  sales
representative    organizations    generally   contain    non-competition    and
non-disclosure  provisions  prohibiting the  organization  from selling products
based on the  Company's  designs for the term of the  agreement  and for a short
period  thereafter.  In general,  the Company has entered  into  non-competition
agreements with its management and other employees and into  confidentiality and
non-disclosure agreements with system integrators or service providers.

          The  Company's  success  will depend in part on its ability to protect
its technology and preserve its trade secrets through common law and contractual
restrictions. There can be no assurance that the trade secrecy or other measures
taken  by the  Company  will be  adequate  to  prevent  misappropriation  of its
technology,  or that  competitors  will  not be able  to  independently  develop
technologies having similar or better functions or performance  characteristics.
In  addition,  the laws of some foreign  countries do not protect the  Company's
proprietary rights to the same extent as do the laws of the United States. There
can be no assurance  that the Company will have adequate legal remedy to prevent
or seek  redress  for  future  unauthorized  misappropriation  of the  Company's
technology.

Employees

          As of June 30,  1998,  the Company had 72  full-time  and 14 part-time
employees, of whom 53 were engaged in manufacturing,  14 were engaged in product
development  activities  and 19 were  engaged  in  sales,  service  and  general
administration.  None of the Company's  employees is represented by a union, and
the Company considers its relationships with its employees to be satisfactory.
<PAGE>

Risk Factors

          History of Losses;  Cash  Constraints;  Ability to Continue as a Going
          Concern

          The Company  sustained net losses of $4.8 million and $2.5 million for
the  fiscal  years  ended  June 30,  1998  and  1997,  respectively,  and had an
accumulated deficit of $11.9 million at June 30, 1998. In addition,  the Company
used $3.6  million of cash in  operations  during the fiscal year ended June 30,
1998 as a result of the Company's  net losses and the need for working  capital,
and had $0.2 million in cash flow from  operations  during the fiscal year ended
June 30, 1997. At June 30, 1998,  the Company had cash and cash  equivalents  of
$0.4  million.  The  Company's  history  of losses and its  failure to  generate
positive  operating  cash flow or to maintain  other sources of working  capital
have resulted in significant cash shortages from time to time.

          As a result of the  Company's  history of losses  and its  significant
cash flow shortages,  in connection with its audit of the Company's  fiscal 1998
financial statements,  the Company's independent auditors issued an opinion that
expressed  substantial  doubt about the Company's ability to continue as a going
concern.

          There can be no assurance that the Company will  ultimately be able to
achieve or sustain profitable operations. Accordingly, no assurance can be given
that the Company will not incur additional cash shortages in future periods.  If
the Company is unable to generate  sufficient  cash from its operations or other
sources, the Company may not be able to achieve its growth objectives,  may have
to curtail its marketing and development activities and may be unable to operate
as a going concern.

          Dependence on Emerging PMP Markets

          The Company has only recently  entered the PMP  marketplace,  which is
characterized  by rapid  technological  change and  significant  and  frequently
unanticipated shifts in customer  preferences.  Much of the future growth in the
Company's  business  is  expected  to come  from  the  sale of new and  existing
products  to  customers  for use in the PMP  market  and  the  Company's  future
profitability is substantially dependent on the Company's ability to market such
equipment successfully.  There can be no assurance that the PMP market will grow
as the Company anticipates or that the Company will be able to capitalize on any
market  development that does occur.  Similarly,  there can be no assurance that
any markets that do develop will be sustained.

          Risks Related to Change in Business Strategy

          The  Company  has only  recently  shifted  its  business  focus to PMP
products.  In connection with this change in business strategy,  the Company has
sustained  losses as the Company has  installed  a new senior  management  team,
written off obsolete  inventory,  redirected  its marketing  efforts and shifted
management focus to these commercial markets. There can be no assurance that the
Company will be able to implement  successfully  its strategic  and  operational
objectives  or that  the  attainment  of those  objectives  will  result  in the
Company's  achieving  or  sustaining  a  profitable  level  of  operations.  The
Company's failure to achieve its strategic and operational objectives could have
a material  adverse effect on the Company's  business,  financial  condition and
results of operations.

          Dependence on and Effects of Government Regulation

          Growth in the  Company's  business  is  substantially  dependent  upon
government regulations implementing LMDS and Ka-band satellite communications in
the United States and other countries. The FCC conducted an auction to award two
licenses to provide LMDS services in each of the 493 BTAs in the United  States.
Of the 986 available  licenses,  864 were awarded in the auction.  The remaining
122 licenses,  mostly in small and/or rural  markets,  went  unclaimed.  The FCC
commenced a second LMDS  auction on April 27,  1999.  In this  auction,  the FCC
offered  for sale a total  of 161  LMDS  licenses,  including  the 122  licenses
unclaimed in the initial auction and 39 additional licenses on which the winning
bidder in the initial auction  defaulted on its payment  obligation.  The second
LMDS  auction was  completed on May 12,  1999,  with all 161  licenses  claimed.
Several foreign countries,  including Canada, the Philippines,  Thailand and the
Republic of Korea,  have also  reserved  spectrum for the  provision of services
substantially  similar to LMDS, and the Company  expects other countries will do
so in the near future.  However,  no assurance  can be given with respect to the
existence or size of any market for LMDS equipment that will develop as a result
of any action by the FCC or any other governmental  authority.  Nor can there be
any  assurance  given as to when any market will  develop or that any  developed
market will be sustained.

<PAGE>

          The FCC's current LMDS rules  specify that LMDS  licensees may take up
to ten  years  from the grant of their  authorization  to  provide  "substantial
service" to  subscribers.  Accordingly,  there can be no assurance  that winning
bidders in the FCC auction  will  purchase  LMDS  equipment,  such as  equipment
manufactured by the Company,  promptly following  completion of the auction.  In
the event that winning bidders and other participants in the LMDS market fail to
purchase equipment from the Company,  such failure could have a material adverse
effect on the Company's business, financial condition and results of operations.

          Consequences of Technological Change

          The markets in which the Company intends to compete are  characterized
by rapid and  significant  technological  change.  The ability of the Company to
compete  successfully in such markets will depend, in large part, on its ability
to develop or obtain  advanced  technologies,  maintain a technically  competent
staff, and to adapt to future technological  changes and advances.  There can be
no assurance  that the Company will be able to keep pace with the  technological
demands of the marketplace. In the event that the Company is unable to keep pace
with the  technological  demands of the  marketplace,  the  Company's  business,
results of operations, and financial condition would be materially and adversely
affected.

          Dependence on New Product Development; Technological Advancement

          The  Company's  success is  dependent  upon its ability to continue to
enhance its existing  products and to develop and  introduce in a timely  manner
new products that incorporate  technological  advances,  keep pace with evolving
industry standards and respond to changing customer requirements. If the Company
is unable to develop and  introduce  new  products or  enhancements  in a timely
manner in response to changing market conditions or customer  requirements,  the
Company's  business,  financial  condition  and results of  operations  would be
materially and adversely affected.

          In addition, from time to time the Company or its present or potential
competitors may introduce new products,  capabilities or technologies  that have
the  potential  to replace,  shorten the life spans of, or render  obsolete  the
Company's existing products.  There can be no assurance that the Company will be
successful in convincing  potential  customers that its products are superior to
such other  systems or products,  that new products  with  comparable or greater
performance  and lower prices will not be introduced,  or that, if such products
are introduced, customers will not delay or cancel existing or future orders for
the Company's products. Announcements of currently planned or other new products
may cause customers to delay their purchasing  decisions in anticipation of such
products.  Such delays  could have a material  adverse  effect on the  Company's
business, financial condition and results of operations.

          Dependence on Large Orders; Customer Concentrations

          The Company's  revenues have  principally  consisted,  and the Company
believes its revenues in future  periods may  consist,  of orders for  equipment
from a limited number of customers.  During fiscal 1998 and 1997,  approximately
43% and 54%,  respectively,  of the  Company's  consolidated  revenues came from
sales of  transmitters  and  related  equipment  to CT&T and its  licensees  and
affiliates. The Company does not expect that CT&T will account for a significant
percentage of the Company's fiscal 1999 consolidated  revenues.  However,  while
the number and  identity  of the  Company's  customers  may vary from  period to
period,  large orders from  customers will continue to account for a substantial
portion of the Company's  revenues for the foreseeable  future.  There can be no
assurance  that the Company will obtain such orders on a consistent  basis.  The
Company's  inability to obtain sufficient large orders or to expand its customer
base could have a material adverse effect on the Company's  business,  financial
condition and results of operations.

<PAGE>

          Dependence  on Sales of  Securities;  Need for  Additional  Financing;
          Liquidity Risks

          Because  of the  Company's  history  of losses,  the  Company  has not
generated  sufficient  cash  to  meet  all  of  the  Company's  working  capital
requirements.  As a result,  the Company has been  dependent on private sales of
its debt and equity securities to finance 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
public or private sale of its  securities.  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.  Further,  the
terms of any debt financing may contain restrictive covenants that significantly
restrict the Company's ability to take certain actions. If the Company is unable
to generate  sufficient  cash from its operations or other sources,  the Company
may not be able to  achieve  its  growth  objectives,  may have to  curtail  its
marketing  and  development  activities  and may be unable to operate as a going
concern.

          As set forth in the financial  statements included herein, the Company
had a  significant  amount  of  indebtedness  outstanding  at June 30,  1998,  a
substantial  portion of which was to become due and  payable  in  calendar  year
1999.  The  Company  will not be able to repay  all of such  indebtedness  as it
becomes due out of its existing working capital resources. 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 the Company's  Common Stock,  to the
extent convertible, the Company will be required to obtain replacement financing
to repay such  indebtedness or to take other actions to protect its business and
assets.  There  can be no  assurance  that the  Company  would be able to obtain
replacement  financing on acceptable  terms, if at all. See Note 16 to the Notes
to the Consolidated Financial Statements.

          As a result of the  Company's  history  of  losses  and  inability  to
generate  sufficient  cash flow to satisfy  its need for  working  capital,  the
Company's  business has been subjected to certain  additional  risks,  including
supply  and   manufacturing   disruptions,   limitations  on  its  research  and
development activities, and the inability to exploit fully market opportunities.
While the Company has attempted to address its liquidity  needs  through,  among
other things,  the  procurement of additional  financing and the  negotiation of
credit terms with its suppliers,  the Company has continued to record losses and
has failed to generate sufficient cash to fund its cash flow needs.

          Fluctuations in Operating Results

          The  Company's  past  operating  results  have  been,  and its  future
operating  results will be, subject to  fluctuations  resulting from a number of
factors,  including: the timing and size of orders from, and shipments to, major
customers;  budgeting and purchasing cycles of its customers;  delays in product
shipments  caused by customer  requirements  or the  inability  of  customers to
accept  shipments;  the timing of enhancements to the Company's  products or new

<PAGE>

products  introduced  by the  Company  or its  competitors;  changes  in pricing
policies by the  Company,  its  competitors  or  suppliers,  including  possible
decreases in average  selling  prices of the  Company's  products in response to
competitive  pressures;  the proportion of revenues derived from competitive bid
processes; the mix between sales to domestic and international customers; market
acceptance of enhanced versions of the Company's products;  the availability and
cost  of  key  components;  the  availability  of  manufacturing  capacity;  and
fluctuations  in general  economic  conditions.  The Company  also may choose to
reduce prices or to increase  spending in response to  competition  or to pursue
new market opportunities, all of which may have a material adverse effect on the
Company's business, financial condition and results of operations. The Company's
revenues in any period are derived  from sales of  equipment  and are  generally
recognized upon shipment. As a result, variations in the number of orders or the
timing of  shipments  may cause the  Company's  quarterly  and annual  operating
results to vary substantially.

          Competition

          In the emerging PMP market,  the Company's  competitors  fall into two
general  categories:  (i) larger entities seeking to build subsystems for system
integrators ; and (ii) device manufacturers  interested in producing and selling
"high  value-added"  devices,  such as solid  state  amplifiers  and  peripheral
equipment . Subsystem and device  manufacturers  with whom the Company  competes
include Telaxis Communications Corporation,  Unique Broadband Systems, Inc., and
Quinstar  Technology,  Inc. The Company expects that it may compete with certain
major telecommunications equipment manufacturers seeking to build subsystems for
system  integrators.  A number of the Company's  competitors have  significantly
greater  financial,  marketing  and other  resources  than the  Company.  In the
markets for TWTAs and other  high-power  amplifiers,  the Company  competes with
other  manufacturers,  including  Communications  and  Power  Industries,  Inc.,
Amplifier  Research  Corp.  and Xicom  Technology,  Inc., a number of which have
significantly greater financial, marketing and other resources than the Company.
There can be no assurance that the Company will be able to compete  successfully
with its  competitors  or be able to compete with new market  entrants or in new
markets that may develop.  The failure of the Company to successfully compete in
its markets  would have a material  adverse  effect on the  Company's  business,
financial condition and results of operations.

          Limited Proprietary Technology

          The Company  regards  certain of its  technology  as  proprietary  and
relies on a combination of trade secret,  copyright and trademark laws,  license
agreements,  nondisclosure and other contractual provisions,  technical measures
and other methods to protect its proprietary  rights in its products.  There can
be no  assurance  that  these  protections  will  be  adequate  to  protect  its
proprietary  rights or that the  Company's  competitors  will not  independently
develop products that are substantially  equivalent or superior to the Company's
products.  In addition,  the laws of certain  countries  in which the  Company's
products  are  or  may be  sold  do  not  protect  the  Company's  products  and
intellectual  property  rights  to the same  extent  as the  laws of the  United
States.  Although the Company  believes that its products,  trademarks and other
proprietary rights do not infringe upon the proprietary rights of third parties,
there can be no assurance that third parties will not assert infringement claims
against the Company.

          International   Business;  Risk  of  Change  in  Foreign  Regulations;
          Fluctuations in Exchange Rates

          The Company markets its products to customers outside of the U.S. and,
accordingly,  is  exposed  to the risks of  international  business  operations,
including  unexpected changes in foreign and domestic  regulatory  requirements,
possible foreign currency controls, uncertain ability to protect and utilize its
intellectual   property  in  foreign   jurisdictions,   currency  exchange  rate
fluctuations  or  devaluations,  tariffs  or  other  barriers,  difficulties  in
obtaining and managing  vendors and  distributors  and potentially  negative tax
consequences.   International  sales  are  subject  to  certain  inherent  risks
including embargoes and other trade barriers, maintaining an international sales
distribution  network and collecting  accounts  receivable.  The Company is also
subject to risks associated with  regulations  relating to the import and export
of high technology products.  The Company cannot predict whether quotas, duties,
taxes or other charges or  restrictions  upon the  importation or exportation of
the  Company's  products  in the future will be  implemented  by the U.S. or any
other country. There can be no assurance that any of these factors will not have
a material  adverse effect on the Company's  business,  financial  condition and
results of operations.  Although the Company's sales are all denominated in U.S.
dollars,  fluctuations  in currency  exchange  rates  could cause the  Company's
products to become  relatively  more  expensive  to  customers  in a  particular
country,  leading to fewer sales or reduced selling prices in that country which
could adversely affect the Company's profitability.  As a result, the Company is
exposed to a certain  degree of exchange  rate risk.  There can be no  assurance
that the Company will not experience  material  losses in the future as a result
of  currency  fluctuations  or that any  such  losses  will not have a  material
adverse  effect on the Company's  business,  financial  condition and results of
operations.

Dependence on Independent Representatives

          The Company markets and sells its products, in part, through a network
of independent sales representatives  located in the U.S., Asia and Europe. As a
result, a substantial  portion of the Company's  revenues are dependent upon the

<PAGE>

sales  efforts  of those  representatives.  There can be no  assurance  that the
Company's representatives, certain of which operate relatively small businesses,
have the  financial  stability  to assure  their  continuing  presence  in their
markets.

          Dependence on Limited Number of Suppliers

          Certain  key  components  used in the  Company's  products  have  been
designed by the Company to its specifications and are currently purchased from a
limited  number of  suppliers.  The Company  currently  does not have  long-term
agreements with these suppliers.  Moreover,  in view of the high cost of many of
these components,  the Company does not maintain significant inventories of some
necessary  components.  If the Company's suppliers were to experience financial,
operational,  production  or  quality  assurance  difficulties,  the  supply  of
components to the Company would be reduced or  interrupted.  In the event that a
supplier  were to cease  operations,  discontinue  production  of a component or
withhold  supply for any reason,  the Company might be unable to acquire certain
components  from   alternative   sources,   to  find   alternative   third-party
manufacturers  or  sub-assemblers,  or obtain  sufficient  quantities of certain
components,  which could result in delays or interruptions in product shipments,
and could have a material  adverse effect on the Company's  business,  financial
condition and results of operations.

          Retention of and Dependence on Key Personnel

          The Company's  success will depend,  in part, on its ability to retain
the services of its key personnel, including management and technical employees,
who are and will continue to be  instrumental  in the development and management
of the  Company's  business.  Although the Company has entered  into  employment
agreements  with certain of its senior  executives,  the loss of the services of
one or more of the Company's key employees could have a material  adverse effect
on the Company.

          Warranty Claims

          The Company generally  provides a one-year parts and labor warranty on
its products.  There can be no assurance that warranty  claims will not increase
as the Company's  sales  increase,  or as a result of other  factors.  Increased
warranty claims could have a material adverse effect on the Company's  business,
financial condition and results of operations.

          Potential Product Liability Insurance Limits

          The Company currently  maintains  product  liability  insurance in the
amount of $3.0 million per  occurrence.  The Company's  insurance  policy covers
certain  claims  and the cost of legal  fees  involved  in the  defense  of such
claims, which are either covered under the policy or alleged in such a manner so
as to invoke the  insurer's  duty to defend the  Company.  The Company  believes
that,  as it  distributes  more products  into the  marketplace  and expands its
product lines, its exposure to potential product liability claims and litigation
may increase.  While the Company  periodically  reviews all  insurance  coverage
limits,  there can be no assurance that the Company's current level of insurance
will be  sufficient  to protect the  business and assets of the Company from all
claims, nor can any assurance be given that the Company will be able to maintain
its existing coverage or obtain additional  coverage at commercially  reasonable
rates.  Product  liability  losses in excess of insurance  coverage could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

          Shares Eligible For Future Sale

          The  Company  is   currently   obligated  to  register  for  resale  a
substantial  number of  outstanding  shares of Common Stock and shares of Common
Stock issuable upon the exercise or conversion of outstanding options,  warrants
and convertible  securities.  Further,  a significant number of shares of Common
Stock  could  become  available  for resale  under Rule 144,  assuming  that the
conditions  for use of such Rule are then met.  The Company  cannot  predict the
effect,  if any,  that  sales  of  additional  shares  of  Common  Stock  or the
availability  of shares  for future  sale will have on the  market  price of the
Common Stock. Sales in the public market of substantial  amounts of Common Stock
(including shares issued upon the exercise or conversion of outstanding options,
warrants and  convertible  securities),  or the perception that such sales might
occur,  could adversely  affect  prevailing  market prices for the Common Stock.
Such  sales  also may make it more  difficult  for the  Company  to sell  equity
securities or equity  related  securities in the future at a time and price that
the Company deems appropriate.

<PAGE>

Item 2.  Description of Property

          At June  30,  1998,  the  Company  did not own any real  property  and
conducted its operations at the following leased premises:

<TABLE>
<CAPTION>

                                                                                        Approximate
                                                                                        Square            Annual          Lease
Location                                    Description of Facility                     Footage           Lease Cost     Expiration

<S>                                         <C>                                         <C>
50 Orville Drive                            Corporate headquarters, manufacturing       14,000            $130,000          7/31/04
Bohemia, New York 11716                     and assembly, sales, customer support
                                            and research and development

20 Meridian Way                             Manufacturing and assembly,                  6,670            $ 55,100           3/31/00
Eatontown, New Jersey 07724                 customer support, administration and
                                            research and development

</TABLE>

          In December  1998,  the Company  entered into a lease  agreement  (the
"Lease Agreement")  covering  approximately  36,500 square feet of manufacturing
and office space in Eatontown,  New Jersey.  The Lease Agreement has a five-year
initial term and two five-year renewal options.  The average annual cost for the
initial five-year term is approximately $206,000.

          The Company  began to occupy this space in January 1999 and expects to
complete the move of its PMP business from 20 Meridian Way to 611 Industrial Way
during  fiscal 2000.  The Company  expects to continue to occupy the 20 Meridian
Way location on a  month-to-month  basis until June 30, 2000.

          As described  under Item 1.  Description  of Business - Recent Events,
the  Company  expects  that Signal will  relocate  the New York  Business to its
Florida location.

          The Company  believes that its existing  facilities will be sufficient
to meet the Company's needs for the foreseeable future.

Item 3.  Legal Proceedings

          From time to time, the Company is subject to routine claims incidental
to the operation of its business. In addition, as a result of the Company's lack
of cash resources, from time to time the Company has been subject to claims from
its creditors  for  non-payment  of  outstanding  invoices.  In addition to such
claims,  in  October  1999,  Callari   Enterprises,   Inc.,  trading  as  Remedy
Intelligent Staffing, filed suit against mmTech in the New Jersey Superior Court
for Monmouth County, captioned Callari Enterprises, Inc., t/a Remedy Intelligent
Staffing v. mmTech,  Inc. (Docket No. L-4913-99).  The plaintiff alleges,  among
other  things,  breach of contract  and money due on a book account for services
rendered and seeks  monetary  damages and other relief from mmTech.  The Company
expects to settle this matter and does not believe that any such settlement will
have a  material  adverse  effect  on its  financial  condition  or  results  of
operations. In January 2000, SpeedUSNY.com,  L.P. ("Speed USNY") filed an action
against  the  Company  in the New Jersey  Superior  Court for  Monmouth  County,
captioned Speed USNY.com,  L.P. v. LogiMetrics,  Inc. (Docket No. L-537-00).  In
this action,  Speed USNY,  the  successor to CVNY,  asserts  claims  against the
Company for fraudulent inducement,  breach of contract and breach of warranty in
connection  with the sale of certain  equipment  and seeks  money  damages.  The
Company  believes Speed USNY's claims are without merit and that the Company has
meritorious  defenses  and/or  counterclaims  against  Speed  USNY.  The Company
intends to contest this action vigorously.

Item 4.  Submission of Matters to a Vote of Security Holders

          At the Company's Annual Meeting of  Stockholders,  held April 9, 1998,
the  Company's  stockholders:  (i)  elected  seven  directors;  (ii)  approved a
proposal to amend the Company's  Certificate of Incorporation to change the name
of the Company to "Broadband  Wireless  Communications,  Inc."; (iii) approved a
proposal  to amend the  Certificate  of  Incorporation  to effect a  one-for-ten
reverse  stock  split  of  the  Company's   Common  Stock  (the  "Reverse  Split
Amendment");  (iv) approved a proposal to amend the Certificate of Incorporation
to increase the number of authorized shares of capital stock of the Company from
100,000,200  to  355,000,000  (or from  10,000,200  to 40,000,000 if the Reverse
Split  Amendment is effected),  to be comprised of 350,000,000  shares of Common
Stock (or  35,000,000 if the Reverse Split  Amendment is effected) and 5,000,000
shares of Preferred  Stock, par value $.01 per share; (v) approved a proposal to
amend the  Certificate  of  Incorporation  to amend  the terms of the  Company's
Series A 12% Cumulative  Convertible  Redeemable  Preferred Stock,  stated value
$50,000 per share (the "Preferred Stock"), to (a) limit the voting rights of the
holders thereof to those provided by Delaware law, and (b) permit the Company to
pay dividends on the Preferred Stock in shares of Common Stock at the discretion
of the Board of Directors;  (vi)  approved a proposal to amend the  LogiMetrics,
Inc.  1997 Stock  Compensation  Program  (the "Stock  Compensation  Program") to

<PAGE>

increase the number of shares of Common  Stock  available  for grant  thereunder
from  4,000,000  to 7,500,000  (or from 400,000 to 750,000 if the Reverse  Split
Amendment is effected);  and (vii) ratified the appointment of Deloitte & Touche
LLP as the Company's independent auditors. The votes cast by the stockholders on
each matter presented at the meeting were as follows:

<TABLE>
<CAPTION>


         Election of Directors:
Nominee                               For           Against              Abstain          Broker Non-Votes

<S>                                 <C>              <C>                    <C>                    <C>
Charles S. Brand                    21,838,758       53,388                 0                      0
Frank A. Brand                      21,840,746       51,400                 0                      0
Jean-Francois Carreras              21,840,746       51,400                 0                      0
Mark B. Fisher                      21,840,746       51,400                 0                      0
Francisco A. Garcia                 21,840,746       51,400                 0                      0
Norman M. Phipps                    21,840,746       51,400                 0                      0
Kenneth C. Thompson                 21,840,746       51,400                 0                      0

</TABLE>

          To  Change   the  Name  of  the   Company   to   "Broadband   Wireless
Communications, Inc.":

         For                 Against           Abstain          Broker Non-Votes
     21,839,662              51,432             1,052                      0

          To Effect a One-For-Ten  Reverse  Stock Split of the Company's  Common
Stock:

         For                 Against           Abstain          Broker Non-Votes
     21,836,191              55,153               802                     0

          To Increase the Number of  Authorized  Shares of Capital  Stock of the
Company:

                              For          Against      Abstain        Broker
Non-Votes
Common Stockholders        21,836,199       54,988        959             0
Preferred Stockholders        27.5

          To Amend the Terms of the Company's Preferred Stock:

<TABLE>
<CAPTION>

                                For             Against       Abstain           Broker
Non-Votes
<S>                          <C>                <C>            <C>             <C>
Common Stockholders          21,036,299         750,020        5,897           100,000
Preferred Stockholders          20.5               7

</TABLE>

          To Increase the Number of Shares of Common Stock  Available  for Grant
in the Stock Compensation Program:

               For            Against          Abstain          Broker Non-Votes
            21,882,443         3,713            5,990                 0

Appointment of Deloitte & Touche LLP:

               For            Against           Abstain         Broker Non-Votes
            21,839,287        51,525             1,334                0

          As of February 29, 2000, the amendment to the Company's Certificate of
Incorporation  relating to amending  the terms of the  Preferred  Stock had been
effected.  Pursuant to Delaware  law,  the Board of  Directors  has reserved the
right not to effect the other amendments if the Board of Directors,  in its sole
discretion,  determines  that any or all of such amendments are no longer in the
best interests of the Company and its  stockholders.  Accordingly,  no assurance
can be given as to whether any of the other amendments will be effected or as to
the timing thereof. The Company currently intends to sell additional  securities
to fund its working  capital  needs.  See Item 6.  Management's  Discussion  and
Analysis  or Plan of  Operation  - Financial  Condition,  Liquidity  and Capital
Resources.  In order to avoid any  potential  adverse  impact  on the  Company's
ability to raise additional equity capital that might occur if the Reverse Split
Amendment is effected,  the Board of Directors has  determined not to effect the
Reverse Split  Amendment at the present time. If the Reverse Split  Amendment is
effected,  the  number of shares of Common  Stock  outstanding  would be reduced
significantly  which could  adversely  affect  trading in the Common  Stock.  In
addition,  although the price per share of the Common  Stock should  increase if
the Reverse  Split  Amendment is effected,  there can be no assurance  that such
price would increase proportionately or that any increase could be sustained for
any period of time.

<PAGE>

                                    PART II

Item 5.   Market for Common Equity and Related Stockholder Matters

          Market Information:

          At June 30, 1998, the Com mon Stock was traded in the over-the-counter
market under the symbol "LGMTA." There is no established  trading market for any
of the Company's outstanding  warrants.  The following table sets forth, for the
periods  indicated,  the high and low bid  quotations  for the  Common  Stock as
reported on the OTC Bulletin Board. Such quotations reflect inter-dealer prices,
without  retail  mark-up,  mark-down  or  commissions  and may  not  necessarily
represent actual transactions.

        For the Quarter Ended                          High      Low

         Fiscal 1997
          September 30, 1996                          $1.250  $ .5000
          December 31, 1996                            1.250    .3750
          March 31, 1997                                .625    .4375
          June 30, 1997                                 .875    .4375

         Fiscal 1998
          September 30, 1997                          $1.3750 $ .8000
          December 31, 1997                            1.0000   .3750
          March 31, 1998                               1.0000   .3125
          June 30, 1998                                 .8750   .5625

          Effective in January  2000,  the OTC Bulletin  Board ceased  reporting
quotations on the Common Stock.

          Holders:

          On February 29, 2000, there were  approximately  450 holders of record
of the Common Stock.

          Dividends:

          The Company has never  declared or paid cash  dividends  on its Common
Stock.  The Board of Directors  currently  intends to retain future  earnings to
support its business and does not anticipate paying dividends in the foreseeable
future.  Payment of future  dividends,  if any, will be at the discretion of the
Board of Directors  after taking into account  various  factors,  including  the
Company's financial  condition,  results of operations,  current and anticipated
cash  needs  and  plans  for  expansion.  Substantially  all  of  the  Company's
indebtedness prevents the payment of dividends by the Company.

          Recent Sales of Unregistered Securities:

          On July 22, 1997, the Company issued an aggregate of 1,250,000  shares
of Common Stock to two members of management for an aggregate  purchase price of
$687,500  which  was paid  $12,500  in cash and the  remainder  in  non-recourse
promissory  notes  secured by the shares of Common  Stock.  The shares of Common
Stock  were  not  registered  under  the  Securities  Act in  reliance  upon the
exemption  provided  by  Section  4(2)  of the  Securities  Act.  There  were no
underwriters for these issuances.

          On July 29, 1997, the Company issued $2,750,000 in aggregate principal
amount of its 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 $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 $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 $1.125 per share to private  investors  for an  aggregate  purchase  price of
$3,352,500.  Pursuant  to  the  terms  of  the  purchase  agreement  with  those
investors,  such investors had the right,  at any time prior to August 15, 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 Class A Debentures, the Series G Warrants, the Series H Warrants, the Series
I Warrants,  the Purchase Option or the shares of Common Stock issuable upon the
conversion of the Class A Debentures  and the exercise of the Series G Warrants,
the Series H Warrants, the Series I Warrants or the securities issuable upon the

<PAGE>

exercise of the Purchase Option were not registered  under the Securities Act in
reliance  upon the  exemption  provided by Section 4(2) of the  Securities  Act.
There were no  underwriters  for this  issuance.  On May 1, 1998,  the  Purchase
Option was  exercised in part.  Accordingly,  on that date,  the Company  issued
$416,668  of  additional  Class A  Debentures,  additional  Series G Warrants to
purchase an aggregate of 1,000,000 shares of Common Stock,  additional  Series H
Warrants  to  purchase  an  aggregate  of  166,667  shares of  Common  Stock and
additional Series I Warrants to purchase an aggregate of 83,333 shares of Common
Stock. On August 6, 1998, the remainder of the Purchase Option was exercised.

          Also on July 29, 1997,  the holder of the  Company's  12%  Convertible
Senior Subordinated  Debentures (the "Old Class B Debentures") exchanged the Old
Class  B  Debentures   for  the  Company's   Amended  and  Restated  13%  Senior
Subordinated  Convertible Pay-in-Kind Debentures due July 29, 1999 (the "Class B
Debentures"). The Class B Debentures or the shares of Common Stock issuable upon
the  conversion  of the  Class  B  Debentures  were  not  registered  under  the
Securities Act in reliance upon the exemptions  provided by Sections 3(a)(9) and
4(2) of the Securities Act. There were no underwriters for this issuance.

          The Company  entered into a consulting  agreement,  dated  January 20,
1998, with one of its outside directors.  In connection  therewith,  the Company
issued an  aggregate  of  109,090  shares of Common  Stock to such  director  as
compensation for services rendered under the consulting agreement. The shares of
Common Stock were not  registered  under the Securities Act in reliance upon the
exemption  provided  by  Section  4(2)  of the  Securities  Act.  There  were no
underwriters for these issuances.

          The Company entered into a consulting agreement,  dated March 4, 1998,
with  Kenneth C.  Thompson.  In  connection  therewith,  the  Company  issued an
aggregate of 108,000 shares of Common Stock to Mr. Thompson as compensation  for
services  rendered  under the consulting  agreement.  The shares of Common Stock
were not  registered  under the  Securities  Act in reliance  upon the exemption
provided by Section 4(2) of the Securities Act. There were no  underwriters  for
this issuance.

          On March 9, 1998,  the Company issued an aggregate of 40,000 shares of
Common Stock to an officer of the Company for a cash purchase  price of $20,000.
The  shares of Common  Stock were not  registered  under the  Securities  Act in
reliance  upon the  exemption  provided by Section 4(2) of the  Securities  Act.
There were no underwriters for this issuance.

          At various times between June 30, 1997 and June 30, 1998,  the Company
granted stock options to certain directors,  employees and consultants  covering
an aggregate of 483,333  shares of Common  Stock.  These grants were exempt from
registration  pursuant to Securities Act Release No. 33-6188 (Feb. 1, 1980).  No
underwriter  was  involved in these  grants.  Each option grant was based on the
fair market value of the Common Stock on the date of grant,  expire  between one
to ten years and have an exercise price of $0.55 per share.

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

Results of Operations

          Unless  otherwise  indicated,  all  references  to the  Company in the
Management's Discussion and Analysis or Plan of Operation include mmTech and all
references to LogiMetrics mean the Company excluding mmTech.

Fiscal Year Ended June 30, 1998 Compared to Fiscal Year Ended June 30, 1997

          Net  Revenues.  For the fiscal year ended June 30, 1998,  net revenues
decreased by $2.5 million,  or 22.0%, to $8.9 million from $11.4 million for the
fiscal year ended June 30,  1997,  primarily  due to  decreases  in both PMP and
traditional  product shipments.  Shipments of these products decreased primarily
as  a  result  of  management's   decision  to  focus  on  higher  margin  sales
opportunities as well as delays in shipment of certain orders.

          Gross  Profit.  For the fiscal year ended June 30, 1998,  gross profit
decreased  by $1.1 million to $1.7 million from $2.8 million for the fiscal year
ended June 30, 1997. As a percentage of net revenues,  gross profit decreased to
19.7% for the 1998 fiscal year from 24.7% for the 1997 fiscal year. The decrease
in gross profit  percentage was primarily  attributable to the write-off of $1.3
million of slow moving and obsolete  inventory.  The write-off resulted from the
Company's decision, which affected the fourth quarter, to streamline its product
line and  eliminate  certain  slow moving and low margin TWTAs from its catalog.
Selling,  General and  Administrative.  For the fiscal year ended June 30, 1998,
selling,  general and  administrative  expenses  increased by $1.7  million,  or
49.1%,  to $5.2  million  from $3.5  million  for the fiscal year ended June 30,
1997. Selling,  general and administrative expenses increased during fiscal 1998
primarily as a result of other non-cash  charges related to the  satisfaction of
stock subscriptions  receivable ($0.7 million), an increase in the allowance for
doubtful accounts ($0.4 million) and the addition of certain key personnel ($0.3
million).

          Research  and  Development.  For the fiscal year ended June 30,  1998,
research and  development  expenses  decreased by $59,000,  or 9.1%, to $589,000
from  $648,000  for the fiscal year ended June 30,  1997.  The  decrease was due
primarily  to a temporary  shift in  personnel  from  research  and  development

<PAGE>

activities to production.  Research and development expenses for the fiscal year
ended  June  30,  1998  related  to  both  new  product  development  as well as
enhancements of the Company's  existing PMP product line. The Company expects to
substantially increase its investment in product development in fiscal 1999.

          Interest  Expense.  For the fiscal year ended June 30, 1998,  interest
expense  increased by $0.3 million,  or 41.5%, to $1.1 million from $0.8 million
for the fiscal year ended June 30, 1997. Interest expense increased primarily as
a result of increased  borrowings used to finance the Company's  working capital
requirements.

<PAGE>

          Income Taxes.  In the fiscal year ended June 30, 1998, the Company had
an income tax benefit of $0.4 million, compared to an income tax expense of $0.4
million  for the  fiscal  year  ended  June 30,  1997.  LogiMetrics  and  mmTech
currently file separate federal and state tax returns.  The tax benefit recorded
in 1998 relates to pre-tax losses generated by mmTech.

Financial Condition, Liquidity and Capital Resources

          At June 30,  1998,  the Company had cash of $0.4  million.  As of such
date,  the Company had total  current  assets of $5.0 million and total  current
liabilities of $4.6 million.

          Net cash used for operating  activities  was $3.6 million for the 1998
fiscal  year,  compared to net cash  provided by  operating  activities  of $0.2
million in fiscal 1997.  Net cash used for  operating  activities  during fiscal
1998 resulted  primarily from the Company's net loss of $4.8 million,  offset in
part by  decreases  in costs and  estimated  earnings  in excess of  billings on
uncompleted  contracts.  Net cash provided by operating activities during fiscal
1997 resulted primarily from the Company's net loss of $2.5 million and a higher
level of  inventory,  which was more than  offset by a  significant  increase in
accounts payable and accrued expenses as the Company sought to conserve cash.

          Net cash used for investing  activities  was $0.1 million for the 1998
fiscal  year and  $0.2  million  for the 1997  fiscal  year.  Net cash  used for
investing activities in each fiscal year resulted from the purchase of equipment
to support the  Company's  operations.  The  Company  anticipates  that  capital
expenditures  during  fiscal  1999  will  increase,  in part as a result  of the
Company's  lease of new  facilities  for its PMP business  and  increases in the
number of employees.

          Net cash  provided by  financing  activities  was $3.7 million for the
1998 fiscal year and $46,000  for the 1997  fiscal  year.  Net cash  provided by
financing  activities during fiscal 1998 resulted primarily from the proceeds of
debt and warrant  issuances by the Company,  offset in part by the  repayment of
outstanding  indebtedness.  Net cash  provided by  financing  activities  during
fiscal 1997 resulted  primarily from the proceeds of debt issued by the Company,
offset in part by the repayment of outstanding indebtedness.

          From July 1, 1996 to June 30,  1998,  the Company  raised $4.1 million
from private sales of  convertible  debentures and warrants to fund a portion of
its cash flow needs.  However,  to date,  the Company  has  continued  to record
losses and has failed to generate  sufficient  cash flow from operations to fund
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.  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.

          In addition to the sale of  securities  described  above,  in December
1997, the Company sold without  recourse a note receivable to an unrelated party
in the face amount of $2.6  million for $2.4  million.  The proceeds of the note
sale were used for working capital purposes.

          At June 30,  1998 the  Company  was a party to a Restated  and Amended
Term Loan Note,  dated as of April 25,  1997,  and a Modified  Revolving  Credit
Note, dated as of April 30, 1998, pursuant to which North Fork Bank (the "Bank")
had provided the Company  with a $640,000  term loan (the "Term Loan")  maturing
December 31, 1998 and a revolving credit facility (the  "Revolver")  maturing on
July 1, 1999. Pursuant to the terms of the Revolver, the Company was entitled to
draw up to $2.2 million  assuming  sufficient  eligible  inventory  and accounts
receivable  exist  (the  Term  Loan and the  Revolver  are  referred  to  herein
collectively  as the  "Facility").  At June 30, 1998,  $192,000 was  outstanding
under the Term Loan and the Company had $27,000  available  under the  Revolver.
Outstanding amounts under the Facility bear interest at the rate of 2% per annum
in excess of the Bank's prime rate. At June 30, 1998,  the Bank's prime rate was
8.5%. At June 30, 1998, the Company was in violation of two covenants  contained
in the  Facility  that the Company  report net income of at least $1.00 for each
fiscal  quarter (the "Net Income  Covenant")  and that the Company file its Form
10-KSB  for the  fiscal  year ended June 30,  1998 by  September  30,  1998 (the
"Reporting  Requirement  Covenant").  As of June 30,  1998,  the Bank had waived
compliance with the Net Income Covenant for each fiscal quarter  commencing with
the fiscal  quarter  ended June 30, 1998 and ending on and  including the fiscal
quarter  ended March 31,  1999,  and had waived  compliance  with the  Reporting
Requirement Covenant until May 28, 1999.

          In addition to the  Facility,  at June 30, 1998 the Company had issued
and  outstanding  $3.6  million of its Class A  Debentures,  $1.7 million of its
Class B Debentures and $45,000 of its Senior  Subordinated  Notes (together with
the Class A  Debentures  and the Class B  Debentures,  the "Senior  Subordinated
Indebtedness"), which contained financial covenants identical to those contained
in the Facility.  Accordingly,  at June 30, 1998,  the Company was in default of
the Net Income  Covenant  and the  Reporting  Requirement  Covenant  to the same
extent as under the  Facility.  As of June 30,  1998,  the holders of the Senior
Subordinated  Indebtedness  had waived the Net Income Covenant  default for each
quarter,  commencing  with the quarter ended June 30, 1998,  through the quarter
ended June 30, 1999,  and had waived the Reporting  Requirement  Covenant  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

<PAGE>

the  Securities and Exchange  Commission  (the "SEC") on or prior to January 25,
1998. Unless the Company completed the required registration,  the interest rate
on the Class A  Debentures  and the Class B Debentures  increased  (subject to a
maximum interest rate of 17% per annum). At June 30, 1998, the interest rate was
16% 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.

          As set forth in the Consolidated Financial Statements included herein,
the Company had a significant  amount of  indebtedness  outstanding  at June 30,
1998, a  substantial  portion of which was to become due and payable in calendar
year  1999.  As  described  in Note 16 to the  Notes to  Consolidated  Financial
Statements, subsequent to June 30, 1998, the holders of such indebtedness agreed
to extend the maturity date of such indebtedness to July 2000. In addition,  the
Company continued to incur significant indebtedness subsequent to June 30, 1998.
Based on the Company's current 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.

          As  described   under  Item  1.   Description  of  Business  -  Recent
Developments,  on February  17,  2000,  the Company  entered  into the Letter of
Intent with Signal pursuant to which Signal proposes to acquire the Company.  It
is a condition  to the Signal  Transactions  that the  holders of  approximately
$10.7 million of the Company's  indebtedness  (excluding obligations owed to the
Bank and certain  other  indebtedness)  must be converted  into shares of Common
Stock. Based on discussions with the holders of such  indebtedness,  the Company
believes  that such  holders will convert  that  indebtedness  to Common  Stock,
although  no  assurance  can be given that the Company  will  receive all of the
consents  required  to effect such  conversion  or as to the terms  thereof.  In
addition,  pursuant  to the terms of the  Signal  Transactions,  all  previously
issued options, warrants and other convertible securities will be required to be
converted  into  Common  Stock.  Based on  discussions  with the holders of such
securities,  the Company  believes that such holders will  convert,  exercise or
exchange such  securities for shares of Common Stock,  although no assurance can
be given that the Company will  receive all of the  consents  required to effect
such conversions,  exercises and exchanges or as to the terms thereof.  Based on
the discussions  held to date, the Company  believes that it will be required to
issue shares of Common Stock to the holders of such  indebtedness and securities
in an  amount  substantially  in excess  of 50% of the  shares  then-outstanding
(after giving effect to such issuance).  For further  information  regarding the
Signal  Transactions,  see  Note  16 to  the  Notes  to  Consolidated  Financial
Statements.

          In connection with the Signal  Transactions,  the Company and the Bank
entered into a Consent Letter (the "Consent  Letter") pursuant to which the Bank
consented to the Signal  Transactions and agreed to waive any defaults under the
Facility  resulting  therefrom.  In addition,  in the Consent  Letter,  the Bank
agreed to modify and  extend  the  maturity  date of the  Replacement  Note from
December 31, 1999 to June 30, 2000 and to eliminate certain covenants  contained
therein. In exchange,  the Company agreed, among other things, (i) to reduce the
amount  available  under the Facility to $1.8  million  (the amount  outstanding
thereunder as of such date),  (ii) that no further  advances would be made under
the Facility,  (iii) to pay all past due amounts outstanding under the Facility,
and to pay the Bank certain additional fees specified in the Consent Letter, and
(iv) to extend the expiration date of the Common Stock Purchase Warrants, Series
J (the "Series J Warrants") to June 30, 2000.

Net Operating Loss Carry Forward

          LogiMetrics  and mmTech  currently  file  separate  federal  and state
income tax returns.  As of June 30, 1998,  LogiMetrics  had net  operating  loss
carry-forwards  of $8.6 million  available to be used to offset  future  income.
Such loss carry-forwards expire between 2011 and 2013.

Inflation

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

<PAGE>

Year 2000 Issue

          The Year 2000 issue is the result of computer  programs  being written
using two  digits  rather  than  four to define  the  applicable  year.  Certain
computer  programs may  recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in a system failure or miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send  invoices or engage in similar  normal  business
activity.

          The  Company  established  a team in  February  1999 to  assess  risk,
identify and correct exposures when possible,  and develop contingency plans for
Year 2000  compliance  issues.  The  assessment was completed in April 1999. The
committee  identified  several areas of potential  concern to the Company,  most
particularly  the  software  and  hardware  used as part of its own  information
systems, the impact of Year 2000 problems on the operation of its products, both
current and  discontinued,  the impact of Year 2000 issues on its  vendors,  the
impact of Year 2000 issues as it affects the  physical  working  environment  in
which the Company  operates,  the potential  impact of Year 2000 problems on the
markets that the Company sells into and finally, contingency planning.

          The Company  completed its review of the software and hardware systems
used by the Company's  information  systems in April 1999. Based on that review,
and  certain  modifications  made to its  existing  software  and  hardware  and
conversions  to new  software,  the Company  believes its  internal  systems and
hardware are Year 2000 compliant.

<PAGE>

          The Company has  completed a review of its products and believes  that
Year 2000 issues will have no material  impact on the performance of its product
line as its products' functionality is not dependent on date or time references.

          The Company  formally  communicated  with its  significant  suppliers,
customers,  and critical  business partners to determine the extent to which the
Company might be  vulnerable in the event that those parties  failed to properly
remediate their own Year 2000 issues. Based on those communications, the Company
believes  that  its  significant  suppliers,  customers  and  critical  business
partners are Year 2000 compliant.

          The Company also  reviewed the operating  environment  within which it
functions to assess the Year 2000 risks  relating to,  among other  things,  its
heating and air conditioning  systems,  security systems,  communication systems
and  related  hardware  and  believes  its  operating  environment  will  not be
materially  impacted  by  Year  2000  issues.  Based  on the  Company's  current
assessments of its markets and customers, the Company does not believe that Year
2000 issues will significantly alter demand for the Company's products.

          The Company  has  developed a  contingency  plan to deal with  certain
critical Year 2000 "what if" situations should they arise. The Company currently
expects that it will shift supply orders to suppliers that can demonstrate  Year
2000 compliance if disruptions occur.  However, the Company continues to monitor
potential  Year 2000 issues,  and will seek to modify its plan to respond to any
Year 2000 issues that may arise.

          The Company  believes that it is currently Year 2000 compliant.  There
can be no assurances,  however, that the Company's internal systems and products
or  those  of third  parties  on  which  the  Company  relies  will  not  suffer
disruptions  relating  to Year 2000  issues.  The  failure to achieve  Year 2000
compliance or to have  appropriate  contingency  plans in place to deal with any
noncompliance  could  result  in  a  significant  disruption  of  the  Company's
operations and could have a material  adverse effect on the Company's  financial
condition or results of operations.

          Based on the assessments  described above, the Company  estimates that
it expended less than $0.1 million to achieve Year 2000  compliance.

          Currently,  the Company has not  experienced  any  significant  system
problems relating to Year 2000.

          Recent  Pronouncements  of the Financial  Accounting  Standards  Board
          ("FASB")

          In June 1997, the FASB issued SFAS No. 130,  "Reporting  Comprehensive
Income" ("SFAS 130"). SFAS 130 requires that changes in comprehensive  income be
shown in a financial  statement that is displayed with equal prominence as other
financial  statements.  SFAS 130 is effective  for all periods  beginning  after
December  15, 1997.  The Company does not have any items of other  comprehensive
income.

          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 15, 1997. The Company will be reviewing  this  pronouncement  to
determine its applicability to the Company, if any.

          In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes  accounting and reporting
standards for derivative instruments.  This standard is effective for all fiscal
quarters in fiscal years beginning after June 15, 1999. Accordingly, the Company
is not currently required to adopt this standard,  however, the Company does not
expect this accounting standard to have an effect on the financial statements.

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,  that are based
on the beliefs of the Company's  management as well as  assumptions  made by and
information currently available to the Company's  management.  When used in this
Annual  Report,  the  words  "estimate,"  "project,"  "believe,"   "anticipate,"
"intend,"  "expect,"  "plan,"  "predict,"  "may," "should," "will," the negative
thereof  and  similar  expressions  are  intended  to  identify  forward-looking
statements.  Forward-looking  statements  are  inherently  subject  to risks and
uncertainties, many of which cannot be predicted with accuracy and some of which
might not even be anticipated.  Future events and actual results,  financial and
otherwise,  could differ  materially  from those set forth in or contemplated by
the forward-looking  statements herein.  Important factors that could contribute
to such  differences  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 shift in the  Company's  business
focus; the Company's dependence on and the effects of government regulation; the

<PAGE>

Company's  dependence on the PMP 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
dependence on the private 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 PMP market;  the Company's limited
proprietary technology;  possible fluctuations in quarterly results; the effects
of competition;  risks related to  international  business  operations;  and the
Company's dependence on a limited number of suppliers.  Certain of these factors
are  described  under Item 1.  Description  of  Business - Risk  Factors.  Other
factors may be described  from time to time in the Company's  other filings with
the Securities and Exchange Commission,  news releases and other communications.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which  speak  only as of the  date  hereof.  The  Company  does not
undertake   any   obligation   to  release   publicly  any  revisions  to  these
forward-looking  statements to reflect  events or  circumstances  after the date
hereof or to reflect the occurrence of unanticipated events.

          Subsequent written and oral forward-looking statements attributable to
the Company or persons  acting on its behalf are  expressly  qualified  in their
entirety by the cautionary statements set forth above and contained elsewhere in
this Annual Report on Form 10-KSB.

<PAGE>

                       LOGIMETRICS, INC. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Item 7.  Financial Statements                                              Page

Independent Auditors' Reports                                             25, 26

Balance Sheet - June 30, 1998                                               27

Statements of Operations                                                    28
  Years ended June 30, 1998 and 1997

Statements of Stockholders' Deficiency                                    29, 30
  Years ended June 30, 1998 and 1997

Statements of Cash Flows                                                    31
  Years ended June 30, 1998 and 1997

Notes to Financial Statements                                              32-46

<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, 1998 and the
related consolidated statements of operations, stockholders' 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 audits.

          We conducted our audits 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, 1998,  and the
results  of their  operations  and their cash flows for each of the two years in
the period ended June 30, 1998 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
and the  stockholders'  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.

DELOITTE & TOUCHE LLP
Jericho, New York
April 13, 1999
(March 31, 2000 as to Note 16)

<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.

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

<PAGE>

<TABLE>
<CAPTION>


                                                        LOGIMETRICS, INC.
                                                   CONSOLIDATED BALANCE SHEET
                                                          June 30, 1998


ASSETS
      Current Assets
<S>                                                                                                      <C>
           Cash                                                                                          $ 432,250
           Accounts receivable, less allowance
               for doubtful accounts of $325,070                                                         1,662,114
           Inventories (Note 4)                                                                          2,858,908
           Prepaid expenses and other current assets                                                        55,486
                    Total current assets                                                                 5,008,758

      Equipment and fixtures, net (Note 6)                                                                 549,309
      Deferred financing costs                                                                              59,251
      Other assets                                                                                          36,552
           TOTAL ASSETS                                                                                 $5,653,870

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
      Current Liabilities
           Accounts payable and other accrued expenses (Note 7)                                         $3,632,104
           Advance payments                                                                                617,205
           Income taxes payable                                                                             19,697
           Current portion of long-term debt (Note 8)                                                      282,603
                    Total current liabilities                                                            4,551,609

      Long term debt (Note 8)                                                                            7,822,130

           TOTAL LIABILITIES                                                                            12,373,739

      Commitments (Note 12)
      Stockholders' deficiency (Note 10)
           Preferred Stock:
               Series A, stated value $50,000 per share;
               authorized,  200 shares;  issued and
               outstanding,  28 shares                                                                     924,525
           Common Stock:
               Par Value $.01;  authorized,
               100,000,000 shares;  issued and
               outstanding, 28,402,975 shares                                                              284,029
           Additional paid-in capital                                                                    4,142,943
           Deficit                                                                                     (11,881,916)
           Stock subscriptions receivable (Note 10)                                                       (189,450)
           TOTAL STOCKHOLDERS' DEFICIENCY                                                               (6,719,869)

           TOTAL LIABILITIES AND
               STOCKHOLDERS' DEFICIENCY                                                                 $5,653,870
                                                                                                  =================

</TABLE>

                 See Notes to Consolidated Financial Statements

<PAGE>

<TABLE>
<CAPTION>

                                                 LOGIMETRICS, INC.
                                       CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                                  YEAR ENDED JUNE 30,
                                                                  ---------------------------------------------------
                                                                           1998                              1997

<S>                                                                    <C>                               <C>
Revenues                                                               $ 8,872,105                       $11,374,182
Cost and expenses:
      Cost of revenues                                                   7,122,954                         8,563,694
      Selling, general and
      administrative expenses                                            5,248,583                         3,520,094
      Research and development                                             588,743                           647,919
Loss from operations                                                    (4,088,175)                       (1,357,525)

      Interest expense                                                   1,080,526                           763,801
Loss before income taxes                                                (5,168,701)                       (2,121,326)

      (Benefit) provision for income taxes (Note 9)                       (396,867)                          380,000
Net loss                                                                (4,771,834)                       (2,501,326)
Preferred stock dividends                                                  218,575                           234,164
Net loss attributable
      to common stockholders                                           $(4,990,409)                      $(2,735,490)
                                                                  =================                ==================

Basic and diluted loss per common
      share (Note 11)                                                      $ (0.19)                          $ (0.12)
                                                                  =================                ==================

Basic and diluted weighted average number
      of common shares (Note 11)                                        25,728,703                        22,282,361
                                                                  =================                ==================

</TABLE>

                 See Notes to Consolidated Financial Statements

<PAGE>
<TABLE>
<CAPTION>

                                                              LOGIMETRICS, INC.
                                                          CONSOLIDATED STATEMENTS OF
                                                           STOCKHOLDERS' DEFICIENCY

                                              Common                      Additional       Stock
                                               Stock         Preferred     Paid-In      Subscriptions     Retained
                                            (Par Value)        Stock       Capital       Receivable       Deficit          Total

<S>                                          <C>              <C>         <C>            <C>           <C>              <C>
Balance July 1, 1996                         $222,027         $990,564    $2,610,611     ($164,200)    ($4,563,716)     ($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     2,376,447      (162,950)     (7,110,082)    (3,682,107)

Grants of common stock                          3,272                        133,475                                      136,747

Exercise of options                             2,000                         18,000                                       20,000

Issuance of Series G Warrants,
Series H Warrants and Series I Warrants                                      685,832                                      685,832

Sale of common stock                           12,900                        699,612                                      712,512

Exercise of Series A Warrants                   4,000                         96,000                                      100,000

Exercise of Series D Warrants                  24,056                                                                      24,056

Conversion of preferred stock
     to common stock                            1,887        (66,039)         64,152                                          -

Conversion of subordinated debentures
     to common stock                           12,000                        288,000                                      300,000

Receipt of stock
     subscription payments                                                                   8,500                          8,500

Stock subscriptions receivable                                                             (35,000)                       (35,000)

Preferred stock dividends                                                   (218,575)                                    (218,575)

Net loss                                        -               -              -              -         (4,771,834)    (4,771,834)

Balance, June 30, 1998                      $ 284,029       $924,525      $4,142,943      $189,450)   ($11,881,916)   ($6,719,869)

</TABLE>


                 See Notes to Consolidated Financial Statements


<PAGE>

<TABLE>
<CAPTION>

                                    LOGIMETRICS, INC.
                                CONSOLIDATED STATEMENTS OF
                          STOCKHOLDERS' DEFICIENCY ( Continued )


                                                                                 Preferred
                                                     Common Stock                   Stock

Shares Outstanding

<S>             <C>                                     <C>                             <C>
Balance at July 1, 1996                                 22,202,754                      30

Exercise of Series D Warrants                              188,860                       -
                                                        ----------                      ---
Balance at June 30, 1997                                22,391,434                      30

Grants of common stock                                     327,191                       -

Exercise of options                                        200,000                       -

Sale of common stock                                     1,290,000                       -

Exercise of Series A Warrants                              400,000                       -

Exercise of Series D Warrants                            2,405,670                       -

Conversion of preferred stock to
       common stock                                        188,680                      (2)

Conversion of subordinated debentures to
       common stock                                     1,200,000                        -

Balance at June 30, 1998                               28,402,975                       28

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                 LOGIMETRICS, INC.
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                   YEAR ENDED JUNE 30,
                                                                      ----------------------------------------------
                                                                          1998                          1997

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                      <C>                            <C>
     Net loss                                                            $(4,771,834)                   $(2,501,326)

     Adjustments to reconcile net loss
     to net cash (used for) provided by operating
     activities:
        Depreciation and amortization                                        458,712                        462,861
        Allowance for doubtful accounts                                      472,568                         75,000
        Accrued interest expense                                             620,881                              -
        Stock compensation expense                                           182,201                              -
        Satisfaction of stock subscriptions receivable                       675,000                              -
        Increase (decrease) in cash from:

           Accounts receivable                                                21,782                        443,865
           Costs and estimated earnings
              in excess of billings on
              uncompleted contracts                                          785,013                        216,750
           Inventories                                                       490,128                       (929,883)
           Customer advances                                                (508,702)                             -
           Prepaid expenses and other
              current assets                                                  22,026                        134,485
           Accounts payable and accrued expenses                          (1,607,729)                     1,870,188
           Other assets/liabilities                                         (394,976)                      440,282

              Total adjustments                                            1,216,904                      2,713,548

     Net cash (used for) provided by operating activities                 (3,554,930)                      212,222

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of equipment and fixtures                                    (103,151)                      (159,301)

     Net cash used for investing activities                                 (103,151)                      (159,301)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from debt issuance                                           3,166,668                        291,003
     Proceeds from warrant issuance                                          650,832                              -
     Proceeds from sale of stock                                              37,511                              -
     Loans from stockholder                                                   32,312                        434,956
     Repayment of loans from stockholder                                    (210,000)                      (440,928)
     Proceeds from exercise of options and warrants                          144,056                          1,887
     Decrease in stock subscriptions receivable                                8,500                          1,250
     Repayment of debt - net                                                (107,875)                      (242,010)

     Net cash provided by financing activities                             3,722,004                         46,158

NET INCREASE IN CASH                                                          63,923                         99,079

CASH and CASH EQUIVALENTS, beginning of period                               368,327                        269,248

CASH and CASH EQUIVALENTS, end of period                                   $ 432,250                      $ 368,327
                                                                      ===============               ================

                                  See Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                       LOGIMETRICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEARS ENDED JUNE 30, 1998 AND 1997

1.       Description of Business and Summary of Significant Accounting Policies

          LogiMetrics,  Inc.  ("LogiMetrics")  and its wholly owned  subsidiary,
mmTech, Inc. ("mmTech") (collectively,  the "Company") designs, manufactures and
markets solid state, broadband wireless communications infrastructure equipment,
subsystems and devices used to provide  point-to-multipoint  ("PMP") terrestrial
and satellite-based  distribution  services in frequency bands from 24 gigahertz
("GHz") to 38 GHz. The  Company's  products  enable  telecommunications  service
providers  to  establish  reliable  and  cost-effective  data,  voice  and video
communications  links  within  their  networks.  The  Company's   infrastructure
equipment  includes  solid-state  power  amplifiers,  hub  transmitters,  active
repeaters,  cell-to-cell  relays,  Internet access systems and other  millimeter
wave-based   devices  and  subsystems.   These  products  are  used  in  various
applications,  such as  broadband  communications,  including  Local  Multipoint
Distribution  Service  ("LMDS"),  local  loop  services  and  Ka-band  satellite
communications.

          In addition to the Company's broadband products,  the Company designs,
manufactures  and  markets  a wide  range of high  power  amplifiers,  including
traveling wave tube amplifiers ("TWTAs"),  instrumentation  amplifiers and other
peripheral  transmission  equipment used to transmit  communication  signals for
industrial, commercial and military applications. The Company's TWTAs operate in
frequency bands from 0.5 GHz to 45 GHz, with power levels up to 10 kiloWatts.

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.

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,  if any, would be 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 SFAS 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,  1998,  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.        Recent  Pronouncements  of  the  Financial  Accounting Standards Board
("FASB")

          In June 1997, the FASB issued SFAS No. 130,  "Reporting  Comprehensive
Income" ("SFAS 130"). SFAS 130 requires that changes in comprehensive  income be
shown in a financial  statement that is displayed with equal prominence as other
financial  statements.  SFAS 130 is effective  for all periods  beginning  after
December  15, 1997.  The Company does not have any items of other  comprehensive
income.

          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 15, 1997. The Company will be reviewing  this  pronouncement  to
determine its applicability to the Company, if any.

          In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes  accounting and reporting
standards for derivative instruments.  This standard is effective for all fiscal
quarters in fiscal years beginning after June 15, 1999. Accordingly, the Company
is not currently required to adopt this standard,  however, the Company does not
expect this accounting standard to have an effect on the financial statements.

k.        Reclassifications

          Certain   amounts  in  the  1997   financial   statements   have  been
reclassified to conform with 1998 presentation.

2.        Financial Condition and Liquidity

          As shown in the  financial  statements,  during the fiscal years ended
June 30, 1998 and 1997 the Company  incurred net losses of $4.8 million and $2.5
million,  respectively,  and at June 30,  1998,  the Company  had total  current
assets of $5.0 million and total current liabilities of $4.6 million.

          The Company has not paid any dividends on its Series A 12%  Cumulative
Convertible  Redeemable  Preferred  Stock,  stated value  $50,000 per share (the
"Preferred  Stock"),  which have  accumulated in the amount of $510,000  through
June 30, 1998.

          From July 1, 1996 to June 30,  1998,  the Company  raised $4.1 million
from private sales of  convertible  debentures and warrants to fund a portion of
its cash flow needs.  However,  to date,  the Company  has  continued  to record
losses and has failed to generate  sufficient  cash flow from operations to fund
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.  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.

<PAGE>


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

          In addition to the sale of  securities  described  above,  in December
1997, the Company sold without  recourse a note receivable to an unrelated party
in the face amount of $2.6  million for $2.4  million.  The proceeds of the note
sale were used for working capital purposes.

          As set forth in the Consolidated Financial Statements included herein,
the Company had a significant  amount of  indebtedness  outstanding  at June 30,
1998, a  substantial  portion of which  became due and payable in calendar  year
1999. Based on the Company's working capital resources, the Company was not able
to repay all of such  indebtedness out of available working capital as it became
due. The maturity dates of such  indebtedness  have been extended.  In the event
that the holders of the Company's  indebtedness  do not agree to further  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. See Note 16 for a discussion of the subsequent extension of
indebtedness.

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,   manufacture   and  marketing  of  solid  state,   broadband   wireless
communications  infrastructure  equipment  used to  provide  point-to-multipoint
("PMP") terrestrial and satellite-based distribution services in frequency bands
from 24 GHz to 38 GHz. The  acquisition  has been  accounted for as a pooling of
interests. The accompanying consolidated financial statements for the year ended
June 30,  1997  include  the  operations  of  mmTech  on a common  fiscal  year.
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 in the
accompanying consolidated statement of operations for the fiscal year ended June
30, 1997 and has been  included as an  adjustment  to  consolidated  accumulated
deficit.  Additionally,  revenues of $963,000  and  expenses of $918,000 for the
period  from  July  1,  1996  through  October  31,  1996  are  included  in the
accompanying consolidated statement of operations for the fiscal year ended June
30, 1997.  Included in the  operating  results of the Company for the year ended
June  30,  1997  are  $3,600,000  and  $5,822,000  of  revenues  of  mmTech  and
LogiMetrics,  respectively,  and  $400,000 of net income of mmTech  prior to the
date of acquisition and $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.

4.   Inventories

         Inventory consists of the following at June 30, 1998:

                Raw material and components                  $   708,409
                Work-in-progress                               1,713,254
                Finished goods                                   437,245
                                                             $ 2,858,908
                                                              ==========

5.       Supplementary Information - Statement of Cash Flows

         Cash paid during the period for:
                                                           Year ended June 30,
                                                            1998         1997

         Interest                                         $570,820     $359,214
         Income taxes                                     $ -0-        $ -0-

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

                                                            Year ended June 30,
                                                             1998         1997
         Machinery and equipment
         purchased under capital lease                      $ -0-    $ 117,685

         Conversion of subordinated
           indebtedness to common stock                     $300,000 $    -0-

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

6.       Equipment and Fixtures

         Equipment and fixtures, at cost, are summarized as follows at
         June 30, 1998:

                Machinery and equipment                        $ 2,530,424
                Furniture and fixtures                             143,863
                Leasehold improvements                             183,812
                                                                 2,858,099
                Less: accumulated depreciation and amortization (2,308,790)
                                                               ------------
                                                               $   549,309
                                                               ============

7.       Accounts Payable and Other Accrued Expenses

         Accounts payable and other accrued expenses consists of the following
         at June 30, 1998:

                Accounts payable                               $ 1,797,141
                Preferred stock dividends payable                  509,945
                Accrued professional fees                          506,886
                Accrued warranty expenses                          250,000
                Other accrued expenses                             568,132
                                                                 ---------
                                                               $ 3,632,104
                                                               ===========

(3)      Long-Term Debt

         Long-term debt consists of the following at June 30, 1998:

                Notes payable to Bank                          $ 2,365,000
                Class A Debentures                               3,571,653
                Class B Debentures                               1,715,895
                      Less:  Discount at issuance                 (457,628)
                      Plus:  Amortization of discount              329,931
                Notes payable - officer (Note 15)                  445,398
                Notes payable - other                               45,000
                Capital lease obligations                           89,484
                                                                 ---------
                                                                 8,104,733
                Less:  current portion                            (282,603)
                                                                 ----------
                                                               $ 7,822,130
                                                               ===========

          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,  LogiMetrics was recapitalized and in
connection  therewith  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 Warrants and Series B Warrants of
like tenor (the  "Series A  Warrants"  and "Series B  Warrants",  respectively).
Refer to Note 9(c) 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.

<PAGE>

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

          At June 30,  1997,  accrued  interest on the  Subordinated  Debentures
totaled  $79,000.  The principal was payable in one balloon  payment on July 14,
1997. On that date, the holders of the Subordinated  Debentures converted all of
the  Subordinated  Debentures  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

          At June 30,  1998,  the Company was a party to a Restated  and Amended
Term Loan Note,  dated as of April 25,  1997,  and a Modified  Revolving  Credit
Note, dated as of April 30, 1998, pursuant to which North Fork Bank (the "Bank")
had provided the Company  with a $640,000  term loan (the "Term Loan")  maturing
December 31, 1998 and a revolving credit facility (the  "Revolver")  maturing on
July 1, 1999. Pursuant to the terms of the Revolver, 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, 1998,  $192,000 was outstanding  under the Term
Loan and the Company  had  $27,000  available  under the  Revolver.  Outstanding
amounts  under the Facility  bear interest at the rate of 2% per annum in excess
of the Bank's prime rate.  At June 30, 1998,  the Bank's prime rate was 8.5%. At
June 30, 1998,  the Company was in violation of two  covenants  contained in the
Facility  that the  Company  report net income of at least $1.00 for each fiscal
quarter  (the "Net Income  Covenant")  and that the Company file its Form 10-KSB
for the fiscal year ended June 30, 1998 by  September  30, 1998 (the  "Reporting
Requirement Covenant"). As of June 30, 1998, the Bank had waived compliance with
the Net Income  Covenant  for each  fiscal  quarter  commencing  with the fiscal
quarter ended June 30, 1998 and ending on and including the fiscal quarter ended
March  31,  1999,  and had  waived  compliance  with the  Reporting  Requirement
Covenant  until ---May 28, 1999.  See Note 16 for a discussion of the subsequent
extension of indebtedness.

Senior Debentures

          On July 29, 1997, the Company issued $2,750,000 in aggregate principal
amount of its 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 $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 $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 $1.125 per share to private  investors  for an  aggregate  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  with those  investors,
such investors had the right,  at any time prior to August 15, 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").  On May 1, 1998,
the  Purchase  Option was  exercised  in part.  Accordingly,  on that date,  the
Company issued $416,668 of additional  Class A Debentures,  additional  Series G
Warrants  to  purchase  an  aggregate  of  1,000,000  shares  of  Common  Stock,
additional  Series H Warrants  to  purchase an  aggregate  of 166,667  shares of
Common Stock and additional Series I Warrants to purchase an aggregate of 83,333
shares of Common Stock.  On August 6, 1998, the remainder of the Purchase Option
was exercised.

          Also on July 29, 1997,  the holder of the  Company's  12%  Convertible
Senior Subordinated  Debentures (the "Old Class B Debentures") exchanged the Old
Class  B  Debentures   for  the  Company's   Amended  and  Restated  13%  Senior
Subordinated  Convertible Pay-in-Kind Debentures due July 29, 1999 (the "Class B
Debentures").

          In addition to the  Facility,  at June 30, 1998 the Company had issued
and  outstanding  $3.6  million of its Class A  Debentures,  $1.7 million of its
Class B Debentures and $45,000 of its Senior  Subordinated  Notes (together with
the Class A  Debentures  and the Class B  Debentures,  the "Senior  Subordinated
Indebtedness"), which contained financial covenants identical to those contained
in the Facility.  Accordingly,  at June 30, 1998,  the Company was in default of
the Net Income  Covenant  and the  Reporting  Requirement  Covenant  to the same
extent as under the  Facility.  As of June  30,1998,  the  holders of the Senior
Subordinated  Indebtedness  had waived the Net Income Covenant  default for each
quarter,  commencing  with the quarter ended June 30, 1998,  through the quarter
ended June 30, 1999,  and had waived the Reporting  Requirement  Covenant  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. Unless the Company completed the required registration,  the interest rate
on the Class A  Debentures  and the Class B Debentures  increased  (subject to a
maximum interest rate of 17% per annum). At June 30, 1998, the interest rate was
16% per annum.  The holders of the

<PAGE>

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

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.  See  Note  16 for a  discussion  of the  subsequent  extension  of
indebtedness.

          The Class A Debentures and the Class B Debentures  may be prepaid,  at
the Company's  option,  upon the giving of 30 days prior written notice, so long
as (i) the average closing price of the Company's Common Stock is at least $5.00
per share  (subject to adjustment in certain  circumstances)  during the 120-day
period  immediately  preceding  the date of the notice of  redemption;  (ii) the
closing  price of the Common Stock for each of the 30 trading  days  immediately
preceding the notice date was at least $5.00 per share (subject to adjustment in
certain  circumstances);  and (iii) provided that the Company has a registration
statement  effective  which  covers  the  Common  Stock  underlying  the Class A
Debentures  and the Class B Debentures.  If prepaid by the Company,  the Class A
Debentures and the Class B Debentures  each must be prepaid in whole,  including
all accrued interest.

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

         Fiscal year ending June 30, 1999              $   282,603
         Fiscal year ending June 30, 2000                2,613,179
         Fiscal year ending June 30, 2001                5,336,648
                                                       -----------
                                                       $ 8,232,430
                                                       ===========
(3)    Income Taxes

       The provision for (benefit from) income taxes consists of the following:

<TABLE>
<CAPTION>

            Year Ended June 30, 1998                        Federal                  State                  Total

<S>                                                      <C>                     <C>                   <C>
                    Current                              $ (272,000)             $(125,000)            $ (397,000)
                    Deferred                              1,184,000                273,000              1,457,000
                    Valuation allowance                  (1,184,000)              (273,000)            (1,457,000)

                                                         $ (272,000)             $(125,000)            $ (397,000)

            Year Ended June 30, 1997                        Federal                  State                  Total

                    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

</TABLE>
<PAGE>

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

     The following is a summary of deferred tax assets as of June 30, 1998:

           Current Deferred Taxes:

              Inventory                                               $ 710,719
              Accounts receivable                                       303,369
              Accrued expenses                                          219,598

                                                                        677,719

                  Non-Current Deferred Taxes:

                         Depreciation                                     9,760
                         NOL carry-forward                            3,601,587

                  Total non-current                                   3,611,347

           Total deferred tax assets                                  4,845,034
           Valuation allowance                                       (4,845,034)
           Net deferred tax assets                                   $    -


     A reconciliation of the federal statutory rate to the  Company's  effective
tax rate is as follows:

                                            % of Pretax Earnings
                                            Years Ended June 30,
                                            1998         1997

         Federal statutory tax rate          (34.0)%    (34.0)%
         Permanent difference                  4.0        1.3
         Net operating loss not producing
            a current tax benefit             20.3       32.7
         Federal and state taxes
            related to the earnings
            of mmTech:
         State                                 -          3.4
         Federal                               -         12.8

         Other                                 2.1        1.7

         Final provision                      (7.6)%     17.9%
                                              =====      ====

10.       Stockholders' Deficiency

a.       Common and 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. At
June 30, 1998, the Company had outstanding 28,402,975 shares of Common Stock and
28 shares of Preferred Stock. In addition,  as of June 30, 1998, the Company had
33,304,856  shares of Common  Stock  reserved  for  issuance  pursuant  to stock
options, warrants and convertible securities outstanding as of that date.

          Dividends on the Preferred Stock are payable quarterly, beginning June
15, 1996. With respect to all the dividend  payments due, the Board of Directors
has elected to defer payment.  Pursuant to the terms of the Preferred Stock, 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. The Company has not yet effected such registration.

<PAGE>


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

          The  accumulated  amount of dividends due on the Preferred Stock as of
June 30, 1998 is $510,000.  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 30 days prior written notice,  unless (i) the average closing price of
the Company's  Common Stock fell below $5.00 per share (subject to adjustment in
certain  circumstances) during the 120-day period immediately preceding the date
of the notice; and (ii) the closing price of the Common Stock for each of the 30
trading days immediately preceding the notice date was less than $5.00 per share
(subject to  adjustment in certain  circumstances).  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," the
Company's net loss  attributable to common  shareholders  and net loss per share
would have increased to the pro forma amounts indicated below:


<TABLE>
<CAPTION>
                                                                  1998                                   1997
                                                          As                Pro                  As                 Pro
                                                    Reported              Forma            Reported               Forma

<S>                                              <C>                <C>                 <C>                 <C>
Net loss attributable to
     common shareholders                         $(4,990,409)       $(5,226,588)        $(2,735,490)        $(3,321,825)
Net loss per share                                   $ (0.19)           $ (0.20)            $ (0.12)            $ (0.15)

</TABLE>

          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
using the  Black-Scholes  option  pricing  model during fiscal 1998 and 1997 was
$0.27 and $0.55 per share, respectively.

                                                 1998       1997
Dividend yield                                     0%         0%
Expected volatility                             46.1%     100.0%
Risk-free interest rate                          5.6%       6.2%
Expected option lives, in years                  8.7        5.0


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
7,500,000  shares of Common Stock are reserved for issuance in  connection  with
the Stock  Compensation  Program,  of which up to 7,350,000 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.

<PAGE>

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

          A summary of the status of the Stock Compensation  Program at June 30,
1998 and June 30, 1997 is presented below:

<TABLE>
<CAPTION>

                                                    1998                                    1997
                                                                Weighted                                 Weighted
                                                    Weighted     Average                    Weighted      Average
                                         Shares      Average   Remaining          Shares     Average    Remaining
                                     Underlying     Exercise Contractual      Underlying    Exercise  Contractual
                                        Options        Price        Life         Options       Price         Life
                                 ---------------------------------------------------------------------------------

<S>                                   <C>             <C>        <C>           <C>           <C>         <C>
Outstanding at beginning of year      2,798,800       $ 0.55     9 Years               -           -            -
Granted                                 320,000         0.56    10 Years       2,798,800      $ 0.55     10 Years
Exercised                                     -            -           -               -           -            -
Forfeited                               352,000         0.55     9 Years       ________-           -            -

Outstanding at end of year            2,766,800       $ 0.55                   2,798,800      $ 0.55

Exercisable at end of year            1,857,266       $ 0.55     9 Years       1,442,935      $ 0.55     10 Years

</TABLE>

Other Stock Option Grants

          In February  1998,  a former  officer of the  Company,  as part of his
resignation  agreement,  was  granted  non-qualified  stock  options to purchase
103,333  shares of Common  Stock at an exercise  price of $.55 per share.  These
options expired on February 27, 1999.

c.        Warrants

          As of June 30, 1998,  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, 1998 were exercisable
for an aggregate of 140,000  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, 1998 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 Common Stock Purchase Warrants, Series C (the "Series C Warrants")
were  issued  in March  1996 in  connection  with the  issuance  of the  Class B
Debentures  and as of  June  30,  1998  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 Common Stock Purchase Warrants, Series D (the "Series D Warrants")
were issued in March 1996 in connection with the issuance of the Preferred Stock
and as of June 30, 1998 were  exercisable  for an aggregate of 141,510 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

<PAGE>

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

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, 1998 were  exercisable  for an aggregate of 1,000,000  shares of Common
Stock at an exercise pr ice 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, 1998 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 G Warrants were issued in July 1997 in connection  with the
issuance of the Class A Debentures and as of June 30, 1998 were  exercisable for
an aggregate of  8,350,000  shares of Common Stock at an exercise  price of $.50
per share  (subject  to  adjustment  in  certain  circumstances).  The  Series G
Warrants expire on July 29, 2004.

          The Series H Warrants were issued in July 1997 in connection  with the
issuance of the Class A Debentures and as of June 30, 1998 were  exercisable for
an aggregate of  1,266,667  shares of Common Stock at an exercise  price of $.60
per share  (subject  to  adjustment  in  certain  circumstances).  The  Series H
Warrants expire on July 29, 2004.

          The Series I Warrants were issued in July 1997 in connection  with the
issuance of the Class A Debentures and as of June 30, 1998 were  exercisable for
an  aggregate of 633,334  shares of Common Stock at an exercise  price of $1.125
per share  (subject  to  adjustment  in  certain  circumstances).  The  Series I
Warrants expire on July 29, 2004.

          The  significant  assumptions  used to value  the  Series G  Warrants,
Series H Warrants  and the Series I Warrants  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.

          The Series A Warrants,  Series B Warrants, Series C Warrants, Series D
Warrants,  Series E  Warrants,  Series F Warrants,  Series G Warrants,  Series H
Warrants  and Series I  Warrants  are  referred  to herein  collectively  as the
"Warrants".  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  Warrants.  The  Company has not yet
effected such registration.

d.        Stock Subscriptions Receivable

          As of June 30,  1998,  two former  officers  of the  Company  owed the
Company  $97,850 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.  Also, as of June 30, 1998, an entity  controlled by a director
of the Company owed the Company $35,000 for Series G Warrants purchased from the
Company.  By  agreement,  such amount is payable upon the  occurrence of certain
events, including the disposition of the Series G Warrants.

e.        Registration Rights

          Under the terms of the Class A Debentures, the Class B Debentures, the
Preferred  Stock,  the Warrants,  and the options granted to a former 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

          During the current  fiscal  year,  the Company  adopted  SFAS No. 128,
"Earnings Per Share" which  establishes  standards for computing and  presenting
earnings per share.  SFAS 128 replaced 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  average  number of

<PAGE>

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

common shares outstanding for the period. Diluted earnings per share is computed
similarly to fully diluted earnings 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 1998 and 1997 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, 1998 were as follows:

          Fiscal year ended June 30, 1999                        $303,107
          Fiscal year ended June 30, 2000                         230,696
          Fiscal year ended June 30, 2001                         175,987
          Fiscal year ended June 30, 2002                         167,193
          Fiscal year ended June 30, 2003                         154,505
          Thereafter                                              152,885

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.

c.        Legal Proceedings

          From time to time, the Company is subject to routine claims incidental
to the operation of its business. In addition, as a result of the Company's lack
of cash resources, from time to time the Company has been subject to claims from
its creditors for non-payment of outstanding invoices.

13.      Major Customers

          One  customer  accounted  for 43% and 54% of  revenues,  for the years
ended June 30, 1998 and 1997, respectively.

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

         Years ended June 30,       1998    1997

         Asia                        7%      16%
         Canada                      5       11
         Europe                      4        9

                                    16%      36%
                                    ===      ===
14.       Pension Plan

          The Company  had two  separate  defined  contribution  plans  covering
eligible full-time employees as of June 30, 1998.  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,  1998 and 1997,  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,   and  a  discretionary   amount  based  on
profitability.  Discretionary  Company  contributions  are vested ratably over a
six-year period.  Company contributions for the year ended June 30, 1998 totaled
$3,154 under the mmTech Plan. The Company made no discretionary contributions to
the mmTech Plan in the fiscal year ended June 30,  1998.

<PAGE>


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

15.       Certain Relationships and Related Party Transactions

          Dr.  Frank A.  Brand,  a  director  of the  Company,  and the uncle of
Charles S. Brand, the Company's  Chairman,  had a consulting  agreement with the
Company  which  expired on April 30, 1999.  The  agreement  called for quarterly
payments of 36,363 shares of Common Stock. During the fiscal year ended June 30,
1998,  Dr. Brand was entitled to receive  254,542 shares of Common Stock with an
aggregate value of $110,226 for consulting  services provided,  representing the
fair  market  value of the shares on the date of  issuance.  Such  amounts  were
recorded as compensation expense in the accompanying  Consolidated Statements of
Operations  for the fiscal year ended June 30, 1998. The was no reduction to the
amounts recorded as compensation  expense for lack of market liquidity and other
discount considerations.

          Kenneth  C.  Thompson,  a  former  director  of  the  Company,  had  a
consulting agreement with the Company which expired effective November 15, 1999.
In connection  with the consulting  agreement,  Mr.  Thompson  received  108,000
shares of Common  Stock,  with an  aggregate  value of  $54,000  for  consulting
services provided,  representing the fair market value of the shares on the date
of  issuance.   Such  amount  was  recorded  as  compensation   expense  in  the
accompanying  Consolidated  Statements of  Operations  for the fiscal year ended
June 30, 1998.

          In July 1997,  Norman M. Phipps,  a director of the Company  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"). Also in
July 1997,  Michael L.  Gaffney,  an employee of the Company  purchased  400,000
shares of Common  Stock from the Company for  $220,000,  or $0.55 per share.  In
connection  with Mr.  Gaffney's the  purchase,  $4,000 was paid in cash from the
proceeds of a one-time  bonus paid to Mr.  Gaffney and the remainder was paid in
the form of a non-recourse  secured  promissory note (the "Gaffney  Note").  The
Phipps Note and the Gaffney Note do not bear  interest,  have no fixed  maturity
date,  and are each secured by a pledge of the shares of Common Stock  purchased
by Messrs. Phipps and Gaffney,  respectively. The sale of the Class C Debentures
as described in Note 16 below  resulted in a "Change in Control Event" under the
terms of the Phipps Note and the Gaffney  Note.  The Phipps Note and the Gaffney
Note were each satisfied upon the occurrence of such "Change in Control  Event."
The Company recorded a non-cash charge to account for these  transactions in the
aggregate amount of $675,000 at June 30, 1998.

          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 Series G 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 entered
into in connection with the issuance of the Class A Debentures).

          Prior  to its  acquisition  by the  Company,  Charles  S.  Brand,  the
Company's Chairman and Chief Technical  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  $627,000,  and
$445,000 in such  advances  were  outstanding  at June 30, 1998.  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.

          Mr. Brand owns 40% of the outstanding common stock of Advanced Control
Components,  Inc. ("ACC").  ACC sublets space from the Company at its Eatontown,
New Jersey  facility and pays to mmTech  $34,228 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
$268,883  during the fiscal  year ended June 30,  1998 and  $223,167  during the
fiscal year ended June 30, 1997.

          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.

16.       Subsequent Events

          Pursuant to the terms of a Stock Purchase Agreement, dated October 21,
1998 (the "Stock Purchase Agreement"), Mr. 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 $2.7 million in aggregate face amount of its

<PAGE>

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

Class C 13% Senior Subordinated  Debentures due September 30, 1999 (the "Class C
Debentures") for an aggregate purchase price of $2.0 million. As required by the
Investors,  Mr. Brand used the proceeds of the sale of Common Stock  pursuant to
the Stock Purchase  Agreement to acquire  $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 currently convertible into shares of Common
Stock at a conversion price of $0.31 per share, subject to adjustment in certain
circumstances.

          Pursuant  to the  terms  of a  Registration  Rights  Agreement,  dated
October 21, 1998 (the "Registration  Rights  Agreement"),  the purchasers of the
Class C Debentures,  including Mr. Brand, have certain  registration rights with
respect to the shares of Common Stock  issuable  upon  conversion of the Class C
Debentures.

          In connection with the renewal and extension of the Company's Revolver
with the Bank,  the  Company  issued to the Bank in October,  1998 Common  Stock
Purchase  Warrants,  Series J (the "Series J  Warrants").  The Series J Warrants
were  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 6.48%,  an annualized  variability  of daily return of 40.0%
and a fair value of the Common Stock  underlying the Series J Warrants of $0.80.
These assumptions  resulted in an aggregate fair value of $26,000 for the Series
J Warrants.

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

          In contemplation of the Company's increased PMP business,  in December
1998,  the  Company  entered  into a lease  agreement  (the  "Lease  Agreement")
covering  approximately  36,500 square feet of manufacturing and office space in
Eatontown,  New Jersey. The Lease Agreement has a five-year initial term and two
five-year  renewal  options.  The average annual cost for the initial  five-year
term is  approximately  $206,000.  Pursuant to the terms of the Lease Agreement,
the Company has the ability to sublet a certain portion of the leased space. The
Company has moved its manufacturing operations into the new facility and expects
to complete  moving its entire PMP  business  into the new space  during  fiscal
2000.

          As of  September  1, 1999,  the  Company  entered  into a Reduced  and
Extended  Revolving Credit Note (the  "Replacement  Note") and a Recognition 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.

          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 the Second  Amended  and
Restated Security Agreement,  Intercreditor  Agreement,  Waiver and Consent (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 and senior to
the Class A  Debentures,  the  Class B  Debentures  and the Class C  Debentures.
Pursuant to the terms of 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
received  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.

          In August  1998,  the Company  entered  into a  three-year  employment
agreement with Mr. Kenneth C. Thompson, pursuant to which Mr. Thompson agreed to
serve as the Company's Chief Executive Officer. Effective November 15, 1999, Mr.
Thompson resigned as the Company's Chief Executive  Officer.  In connection with
his  resignation,  the  Company  and  Mr.  Thompson  entered  into a  separation
agreement (the "Separation Agreement"). In the Separation Agreement, the Company
agreed  to  pay  Mr.   Thompson  an   aggregate  of  $137,097  in  five  monthly
installments,  without interest, in repayment of certain amounts owed to him and
in lieu of any rights Mr. Thompson had under the employment agreement he entered
into with the Company in August  1998.  In addition,  the Company  issued to Mr.
Thompson stock options  exercisable for an aggregate of 500,000 shares of Common
Stock  (the  "Option  Shares")  at an  exercise  price of $0.60 per  share  (the
"Thompson  Option").  The Thompson Option expires,  as to one-half of the Option
Shares,  on November 15, 2001, and as to the remainder of such Option Shares, on
November 15, 2002.

<PAGE>

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

          Pursuant  to  the  terms  of  the  Separation  Agreement,   all  prior
agreements  between Mr. Thompson and the Company were terminated and the Company
and Mr. Thompson agreed to release certain claims against each other and certain
related  parties.  Under the Separation  Agreement,  Mr.  Thompson is subject to
certain  confidentiality  obligations and agreed to non-competition  and certain
other  covenants  for a period  of one  year.

          Subsequent  to June 30, 1998,  the holders of the Class A  Debentures,
the Class B  Debentures  and the Class C Debentures  (collectively,  the "Senior
Subordinated  Indebtedness")  agreed to extend the  maturity  date of the Senior
Subordinated  Indebtedness  to March 7,  2000.  In  connection  with the  Signal
Transactions  as  described  below,  the  holders  of  the  Senior  Subordinated
Indebtedness  and the holders of the Bridge Notes  agreed to further  extend the
maturity dates of the Senior  Subordinated  Indebtedness and the Bridge Notes to
July 1, 2000.

          On February 17, 2000, the Company entered into a non-binding letter of
intent (the "Letter of Intent") with Signal  Technology  Corporation  ("Signal")
pursuant to which Signal proposes to acquire the Company through the merger of a
wholly owned subsidiary of Signal with and into  LogiMetrics (the "Merger").  In
connection with the proposed Merger,  Signal currently intends to contribute the
assets of mmTech to Signal's  recently  formed Signal  Wireless  Group  ("SWG").
Pursuant to the current terms of the proposed  Merger,  holders of the Company's
Common Stock  (including  shares  issuable  upon the exercise or  conversion  of
outstanding options,  warrants and convertible  securities) would receive, based
on a formula to be finalized,  a certain  percentage of a tracking security that
would reflect the performance of SWG ("SWG Equity"),  which would be distributed
upon completion of a public offering of SWG Equity,  and shares of Signal common
stock.  The proposed  Merger is intended to be tax-free to the  stockholders  of
LogiMetrics for federal income tax purposes.

          In connection with the Letter of Intent,  Signal has loaned $2,000,000
to the Company  for  working  capital and other  purposes  (the  "Signal  Loan")
pursuant to the terms of a Negotiable  Secured  Senior  Subordinated  Promissory
Note (the "Signal Note"). The Signal Loan matures on December 31, 2000 and bears
interest at a rate of 10% per annum, payable at maturity. The Signal Loan may be
prepaid by the Company at any time and is subject to mandatory  repayment in the
event that the Company  completes an  institutional  financing  generating gross
proceeds of $7,500,000 or more or the Company  engages in certain  extraordinary
transactions  (other  than  with  Signal)  or  executes  a letter  of  intent or
agreement  relating  thereto.  The Signal Loan is secured by liens on all of the
Company's assets. Signal has the right to accelerate the repayment of the Signal
Loan upon the occurrence of certain events of default,  including the failure of
the  Company to pay  amounts  owed  under the  Signal  Note when due, a material
breach by the Company of certain  covenants and  representations  and warranties
made to Signal or the occurrence of certain insolvency events.

          Concurrently  with the making of the  Signal  Loan,  certain  existing
investors  in the  Company  also loaned the Company  $1,000,000  (the  "Investor
Loans").  The Investor  Loans are evidenced by a Substitute  Negotiable  Secured
Senior Subordinated  Promissory Note (the "Investor Notes") and are secured pari
passu with the Signal Loan.  The terms of the Investor  Notes are  substantially
similar to the terms of the Signal Note.  The Investor  Loans bear interest at a
rate of 13% per annum  (payable  at  maturity)  and mature on July 1, 2000.  The
Signal Loan and the  Investor  Loans are referred to  collectively  as the "Loan
Transactions."

          Pursuant to the Letter of Intent,  the  Company  granted to Signal the
option (the "Option") to purchase the Company's  high-power  amplifier business,
currently  conducted at the  Company's  facility in Bohemia,  New York (the "New
York Business").  The exercise price of the Option is $2,000,000 less the unpaid
amount of the Signal Loan less any funded indebtedness of the Company assumed by
Signal.  The Option  expires on the  earlier of (i) 30 days after the payment in
full of the Signal Loan and (ii) December 31, 2000.

          In addition,  upon execution of the Letter of Intent,  the Company and
Signal entered into a Management Agreement (the "Management Agreement") pursuant
to which,  Signal,  through  its Keltec  division,  assumed the  management  and
operation of the New York  Business and has assumed all current  liabilities  of
the New York Business.  Pursuant to the Management Agreement,  Signal intends to
relocate  the  assets  of the New  York  Business  (excluding  real  estate  and
fixtures)  to  Signal's  facility in Florida.  Under the  Management  Agreement,
Signal is  responsible  for all expenses  incurred and is entitled to retain all
revenues  generated in connection  with its operation of that  business.  Signal
also has agreed to make  interest  payments on the  Company's  outstanding  bank
indebtedness  during the period it is operating the New York Business.  Pursuant
to the Management  Agreement,  if the Merger is not  consummated and the Company
enters into an acquisition  transaction with a third party prior to December 31,
2000,  Signal has the right either to retain  ownership of the assets of the New
York  Business for no additional  consideration  or to return such assets to the
Company.  In the event that  Signal  returns  such  assets to the  Company,  the
Company is obligated  to reimburse  Signal for the expenses of moving the assets
both to and from Signal's Florida facility and for any interest payments made by
Signal in respect of the  Company's  bank  indebtedness.

<PAGE>

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

          Pursuant  to the Letter of Intent,  the  Company  is  obligated  under
certain  circumstances  to re-pay  all loans  made by  Signal,  together  with a
prepayment penalty of $100,000,  and to pay a termination fee of $800,000 in the
event that the Company  enters into a letter of intent or similar  agreement for
an acquisition transaction with a third party prior to June 16, 2000.

          The transactions  described above are collectively  referred to as the
"Signal Transactions."

          The consummation of the proposed Merger is subject to the satisfaction
or  waiver  of  a  number  of  customary  conditions  precedent,  including  the
satisfactory   completion   of  the   Company's   and  Signal's  due   diligence
investigation  of the  business  and  affairs  of  one  another,  the  Company's
compliance with its reporting  obligations under the Securities  Exchange Act of
1934, as amended, the negotiation and execution of definitive agreements for the
Merger, the approval of the proposed Merger by the approvals.  No assurances can
be given that such  conditions  will be satisfied  or as to the timing  thereof.
Further,  no assurances  can be given that the Merger will be consummated on the
terms summarized above or at all.

          In connection with the Signal  Transactions,  the Company and the Bank
entered into a Consent Letter (the "Consent  Letter") pursuant to which the Bank
consented to the Signal  Transactions and agreed to waive any defaults under the
Facility  resulting  therefrom.  In addition,  in the Consent  Letter,  the Bank
agreed to modify and  extend  the  maturity  date of the  Replacement  Note from
December 31, 1999 to June 30, 2000 and to eliminate certain covenants  contained
therein. In exchange,  the Company agreed, among other things, (i) to reduce the
amount  available  under the Facility to $1.8  million  (the amount  outstanding
thereunder as of such date),  (ii) that no further  advances would be made under
the Facility,  (iii) to pay all past due amounts outstanding under the Facility,
and to pay the Bank certain additional fees specified in the Consent Letter, and
(iv) to extend the expiration date of the Series J Warrants to June 30, 2000.

          It is a  condition  to the  Signal  Transactions  that the  holders of
approximately $10.7 million of the Company's indebtedness (excluding obligations
owed to the Bank and certain other  indebtedness)  must be converted into shares
of Common Stock. Based on discussions with the holders of such indebtedness, the
Company  believes  that such holders will  convert that  indebtedness  to Common
Stock,  although no assurance  can be given that the Company will receive all of
the consents  required to effect such conversion or as to the terms thereof.  In
addition,  pursuant  to the terms of the  Signal  Transactions,  all  previously
issued options, warrants and other convertible securities will be required to be
converted  into  Common  Stock.  Based on  discussions  with the holders of such
securities,  the Company  believes that such holders will  convert,  exercise or
exchange such  securities for shares of Common Stock,  although no assurance can
be given that the Company will  receive all of the  consents  required to effect
such conversions,  exercises and exchanges or as to the terms thereof.  Based on
the discussions  held to date, the Company  believes that it will be required to
issue shares of Common Stock to the holders of such  indebtedness and securities
in an  amount  substantially  in excess  of 50% of the  shares  then-outstanding
(after giving effect to such issuance).

          The  summary  of  the  Signal  Transactions  contained  herein  is not
intended to be complete  and is  qualified  in its  entirety by reference to the
Letter  of  Intent,  the  loan  documents  for  the  Loan  Transactions  and the
Management Agreement, copies of which have been filed as exhibits to this Annual
Report on Form 10-KSB.

<PAGE>

Item 8.   Changes  in  and  Disagreements  With  Accountants  on  Accounting and
Financial Disclosure

None

                                    PART III

Item 9.    Directors,  Executive  Officers,  Promoters   and   Control  Persons;
Compliance  With Section  16(a) of the Exchange Act

The  following  table sets forth certain  information   as  of February 29, 2000
regarding  the Company's  executive officers and directors as of June 30, 1998.

Name                          Age               Position

Charles S. Brand (1)           60    Chairman   of the Board and Chief Technical
                                     Officer
Kenneth C. Thompson (2)        53    Chief   Executive  Officer    and  Director
Norman M. Phipps (1)           39    President, Chief Operating Officer, Interim
                                     Chief Financial Officer and Director
Erik S. Kruger                 38    Vice President - Finance and Administration
                                     and Secretary
Frank A. Brand (3)(4)          75    Director
Jean-Francois Carreras (3)(4)  50    Director
Mark B. Fisher                 41    Director
Francisco A. Garcia (5)        48    Director

     (3) Member of Executive Committee.
     (4) Mr.  Thompson  resigned as the Company's Chief Executive Officer and as
         a director in November  1999.
     (5) Member  of Audit Committee.
     (6) Member of Compensation Committee.
     (7) Mr. Garcia resigned as a director of the Company in November 1999.

          Charles S. Brand.  Mr. Brand has served as the  Company's  Chairman of
the Board and Chief Technical Officer since March 1998. From April 1997 to March
1998,  Mr. Brand was the Chairman  and Chief  Executive  Officer of the Company.
From  February 1994 to April 1997,  Mr. Brand was the President of mmTech,  Inc.
Prior to founding  mmTech,  Mr. Brand was the founder and President of Trontech,
Inc., a manufacturer of solid state amplifiers used in military applications and
wireless equipment for the cellular and PCS markets, which was subsequently sold
in December  1986 to Dynatech  Corporation.  Mr. Brand has been  involved in the
development  of LMDS systems for over ten years.  Mr. Brand is the nephew of Dr.
Frank A. Brand.

          Kenneth C. Thompson. From March 1998 until November 1999, Mr. Thompson
was the Chief  Executive  Officer of the  Company.  From April 1997 until  March
1998, Mr. Thompson was a private  investor and consultant.  Prior to April 1997,
Mr. Thompson held several senior management positions with Glenayre Electronics,
Inc.,  including  Executive Vice President - Sales and Marketing  (from February
1993 to February 1994), President of the Voice and Data Technologies Group (from
February 1994 to September  1996),  and most  recently,  from  September 1996 to
April 1997, Executive Vice President - Business Operations. In his last position
with Glenayre, Mr. Thompson was a member of a three-person  management committee
responsible for the day-to-day operations of Glenayre.

          Norman M. Phipps.  Mr.  Phipps has served as the  President  and Chief
Operating  Officer of the Company  since April 1997,  and also as interim  Chief
Financial  Officer  since March 1998.  From May 1996 to April 1997,  Mr.  Phipps
served as Chairman of the Board and Acting President of the Company.  Mr. Phipps
has served as a  principal  of two private  investment  firms,  Phipps,  Teman &
Company,  L.L.C.  (from January 1994 to December  1997) and CP Capital  Partners
(from  January  1991 to  December  1993).  Mr.  Phipps  is a  director  of Avery
Communications,  Inc., a company primarily involved in the provision of software
and  services  addressing  the  customer  relationship  and  billing/operational
support system needs of telecommunications and Internet service providers.

          Erik S. Kruger.  Mr. Kruger has served as Vice President - Finance and
Administration and Secretary of the Company since February 1998. From March 1996
to January 1998, Mr. Kruger was the Chief Financial Officer of CellularVision of
New York,  L.P. From September 1990 to February 1996, Mr. Kruger was employed by
Coopers  &  Lybrand   L.L.P.,   specializing  in  the   telecommunications   and
entertainment industries. Mr. Kruger is a Certified Public Accountant.

          Dr. Frank A. Brand. Dr. Brand has been a director of the Company since
April 1997.  Since 1991, Dr. Brand has been a private  investor and  consultant.
Prior to his  retirement  in 1991,  Dr.  Brand held  several  senior  management
positions  with  M/A-COM,  Inc.,  a  major  manufacturer  of  telecommunications
products and systems, including Chief Technical Officer, Chief Operating Officer
and Acting Chief Executive Officer.  Dr. Brand is a Life-Fellow of the Institute
<PAGE>

of Electrical and Electronic Engineers, a Fellow of Polytechnic University and a
member of the Engineering Dean's Council at UCLA.

          Jean-Francois  Carreras.  Mr.  Carreras  has  been a  director  of the
Company since April 1997. Since October 1994, Mr. Carreras has been a partner in
the Paris law firm of Sokolow, Dunaud, Mercadier and Carreras. From October 1994
to July 1995,  Mr.  Carreras  was also a partner in the law firm of Arent,  Fox,
Kintner,  Plotkin & Kahn. Prior thereto,  until October 1994, Mr. Carreras was a
partner in the law firm of Coudert Brothers. Mr. Carreras is a French citizen.

          Mark  B.  Fisher.   Mr.   Fisher  is  the  President  of  MBF  Capital
Corporation,  Inc. ("MBF"), a firm that invests in and advises technology driven
companies.  From 1990 to 1996, Mr. Fisher served as a Principal of Alex. Brown &
Sons, Inc.

          Francisco  A.  Garcia.  Mr.  Garcia was a director of the Company from
July 1997 to November 1999.  Since Janu ary 2000, Mr. Garcia has been associated
with the investment advisor to Easton Hunt Capital Partners, an investment fund.
From January  1999 to December  1999,  Mr.  Garcia was the Director of Corporate
Finance for Cramer Rosenthal McGlynn,  LLC, an investment  management firm. From
1987 to December  1997,  Mr.  Garcia  served as Chairman of the Board of Neptune
Management  Company,  Inc.,  a  manager  of  funds  and  accounts  investing  in
distressed  securities,  obligations and consumer  receivables.  From 1991 until
December 1998,  Mr. Garcia served as President of Nethuns,  Inc., a firm engaged
in financial advisory, consumer finance and investment activities. Mr. Garcia is
a Spanish citizen.

          Each director  serves until the next annual meeting of stockholders or
until his successor is duly elected and qualified.

          The Company  currently  does not  regularly  compensate  directors for
their  service  to  the  Company.   However,   directors  are   reimbursed   for
out-of-pocket expenses incurred in their capacity as directors of the Company.

          Dr. Brand and Mr. Fisher provide  certain  consulting  services to the
Company. See "Employment Agreements and Compensation Arrangements."

          Pursuant to the terms of the Stock Compensation Program, each director
who has not been a full-time  employee of the Company or any  subsidiary  for at
least the prior 12 months receives an option to purchase 20,000 shares of Common
Stock each year on the earlier of (i) the date of the Company's  annual  meeting
of  stockholders,  or (ii) June 1. Options  granted to such directors  under the
Stock Compensation Program have an exercise price equal to the fair market value
of the  underlying  shares of  Common  Stock on the date of  grant.  See  "Stock
Compensation Program."

Right to Designate Directors; Changes in Control

          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  Debentures,  Series G Warrants to purchase an
aggregate of 7,350,000  shares of Common Stock at an exercise price of $0.50 per
share,  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 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.  In connection  with the
issuance by the Company of its Class A  Debentures,  the Company  granted to the
Purchasers  the right,  at any time prior to August 15,  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").  On May 1, 1998,
the Purchasers  exercised their  respective  rights to purchase  $500,000 of the
Purchase Option. The related  securities issued in connection  therewith are set
forth in the consolidated  financial  statements  contained herein. On August 6,
1998, the Purchasers exercised their respective rights to purchase the remaining
$500,000 of the Purchase Option.

          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.  Because the Purchase
Option has been  exercised in full, the number of directors will be increased to
eight, and the Purchasers 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 Partners, L.P. (or any subsequent holder of the Class
B Debentures)  exercises its right under the Unit Purchase Agreement dated March
7, 1996 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.

          Pursuant  to  the  terms  of the  Stockholders  Agreement,  Mr.  Brand
appointed  himself,  Dr. Brand,  Mr.  Carreras and Mr. Phipps and the Purchasers
appointed  Messrs.  Fisher,  Francisco  A.  Garcia and  Kenneth C.  Thompson  as

<PAGE>

directors  of the  Company.  To  facilitate  the  recomposition  of the Board of
Directors, Mr. Alfred Mendelsohn resigned as a director of the Company effective
upon the closing of the  transactions  contemplated  by the Purchase  Agreement.
Messrs. Garcia and Thompson resigned as directors in November 1999.

          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.  Because the Purchase Option has been exercised in full, the
Purchasers  have  the  right to  designate  a  second  director  to serve on the
Executive  Committee  of  the  Board  of  Directors.  All  directors  have  been
designated  by either Mr.  Brand or the  Purchasers  to serve on the  respective
Board committees set forth in the table in Part III. In March 1998, Mr. Thompson
was appointed  the Company's  Chief  Executive  Officer.  Under the terms of the
Stockholders Agreement, Mr. Thompson was treated as a director designated by Mr.
Brand and was entitled to serve as a member the Executive Committee of the Board
of  Directors  (which  will  be  further   increased  in  size  to  permit  such
appointment).  Mr.  Thompson  resigned as the Chief  Executive  Officer and as a
Director of the Company in November 1999.

          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.

Compensation Committee Interlocks and Insider Participation

          During the fiscal year ended June 30, 1998, the Company's Compensation
Committee was comprised of Dr. Brand and Messrs. Carreras and Garcia. Mr. Garcia
resigned as a director in November 1999.

          The Company has entered  into a  consulting  agreement  with Dr. Brand
pursuant to which Dr. Brand provides strategic, technological and other services
to the  Company for up to 90 days in any  calendar  year.  Under the  consulting
agreement,  which expired April 30, 1999, Dr. Brand received a quarterly payment
of 36,363 shares of Common Stock. In the consulting agreement,  Dr. Brand agreed
to certain confidentiality, non-competition and intellectual property covenants.

          No executive  officer of the Company and no member of the Compensation
Committee is a member of any other business entity that has an executive officer
that sits on the Company's Board or on the Compensation Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

          Under  Section  16(a)  of the  Securities  Exchange  Act of  1934,  as
amended, the Company's directors and executive officers and persons holding more
than 10% of a registered class of the Company's  equity  securities are required
to file  with  the SEC and to  provide  the  Company  with  initial  reports  of
ownership,  reports of changes in ownership  and annual  reports of ownership of
common stock and other  equity  securities  of the Company.  Based solely upon a
review of such reports and any  amendments  thereto which have been furnished to
the Company,  the Company  believes that all of such reporting  persons complied
with all applicable  Section 16(a) filing  requirements in respect of the fiscal
year ended June 30, 1998, except that Messrs.  Thompson and Garcia inadvertently
failed to timely file their Form 3s upon becoming directors of the Company,  Mr.
Fisher  inadvertently  failed to timely file his Form 3 upon becoming a director
of the Company and also inadvertently failed to timely file one Form 4 reporting
one transaction,  and each of Gerald B. Cramer, Cramer Rosenthal McGlynn LLC and
AC Israel Enterprises,  Inc.  inadvertently  failed to timely file their Form 3s
upon becoming beneficial owners of more than 10% of the Common Stock.

Item 10.  Executive Compensation

          The  following  table  sets  forth  certain  compensation  paid to the
Company's  Chief  Executive  Officer  and each  other  executive  officer of the
Company as of June 30,  1998  (collectively,  the "Named  Executive  Officers"):

<PAGE>

<TABLE>
<CAPTION>
                                                      Summary Compensation Table (1)
                                                           Annual Compensation                     Long-Term
                                             -----------------------------------------------
                                                                                                  Compensation
                                                                                                   Securities
Name and                         Fiscal                                       Other Annual         Underlying         All Other
Principal Position                Year      Salary ($)        Bonus ($)     Compensation ($)     Options/SARs (#)  Compensation ($)

<S>                 <C>           <C>       <C>      <C>
Kenneth C. Thompson (2)           1998      $171,100 (3)(4)      --               *                      --
Chief Executive Officer

Charles S. Brand (5)              1998      $200,000             --               *                      --
Chairman of the Board             1997      $162,500             --               *                   20,000
and Chief Technical Officer       1996      $150,000             --               *                      --

Norman M. Phipps                  1998      $150,000             --               *                      --         $ 1,775 (6)
President, Chief Operating        1997      $153,395 (7)         --               *                  825,000
Officer and Interim Chief         1996        --                 --               --                     --
Financial Officer

Erik S. Kruger                    1998      $ 37,596 (8)         --               *                  200,000
Vice President -
Finance and Administration
</TABLE>

__________________

*  Represents  less than  the  lesser of  $50,000 or 10% of salary and bonus for
   each Named  Executive Officer.

(1)  The Company did not grant any stock appreciation rights or restricted stock
     and did not make any long-term incentive payments during the period covered
     by the Summary Compensation Table.
(2)  Mr. Thompson resigned as the Company's Chief Executive  Officer  and  as  a
     director in November 1999.
(3)  Includes consulting fees paid to Mr.  Thompson  prior to his becoming Chief
     Executive Officer of the Company in March 1998.
(4)  Pursuant  to  the  terms  of  his  consulting  agreement, a  portion of Mr.
     Thompson's consulting fee was paid in the form of 108,000 shares of Common
     Stock with a fair market value of $54,000.  See "Employment Agreements and
     Compensation Arrangements."
(5)  Mr. Brand served as the Company's Chief Executive  Officer  from April 1997
     until March 1998.
(6)  Represents life insurance premiums paid on behalf of Mr. Phipps.
(7)  Includes consulting fees paid to Mr. Phipps prior to his employment by  the
     Company in April 1997.
(8)  Mr. Kruger joined the Company in February 1998.

Option Grants

          The following table  summarizes  certain  information  relating to the
grant  of  options  to  purchase  Common  Stock to each of the  Named  Executive
Officers during the fiscal year ended June 30, 1998:

<TABLE>
<CAPTION>

                                     Option/SAR Grants in Last Fiscal Year (1)

                                          Number of           % of Total
                                         Securities         Options/SARs
                                         Underlying           Granted to          Exercise or
                                       Options/SARs         Employees in           Base Price            Expiration
Name                                    Granted (#)          Fiscal Year            ($/Share)                  Date

<S>                                     <C>     <C>                <C>                  <C>                 <C>  <C>
Erik S. Kruger                          200,000 (2)                66.7%                $0.55               2/23/08

</TABLE>

(1)  The Company did not grant any stock appreciation rights  during  the fiscal
     year ended June 30, 1998.
(2)  The vesting period for the above grant was one-third six  months  after the
     date of grant, one-third one year after the date of grant and the remaining
     one-third two years after date of grant.

Fiscal Year-End Option Values

          The following table sets forth  information  with respect to the Named
Executive Officers  concerning  unexercised options held by such Named Executive

<PAGE>

Officers as of June 30, 1998. No stock options were exercised  during the fiscal
year ended June 30, 1998.

<TABLE>
<CAPTION>

                                                  Number of Securities
                                             Underlying Unexercised Options               Value of Unexercised
                                                   at Fiscal Year End                    In-The-Money Options at
                                             (#) Exercisable/Unexercisable               Fiscal Year End ($) (1)

<S>                                                   <C>   <C>                                <C>  <C>
Charles S. Brand                                      6,666/13,334                             $759/$1,517
Norman M. Phipps                                    686,666/138,334                         $115,909/$23,351
Erik S. Kruger                                         0/200,000                               $0/$33,760

</TABLE>


(1) Based on an estimated market value of $.7188 per share for the Common Stock
    on June 30, 1998.

Stock Compensation Program

          In May 1997,  the Company  adopted the Stock  Compensation  Program in
order to promote the interests of the Company,  its direct and indirect  present
and future  subsidiaries and its stockholders by providing eligible persons with
the opportunity to acquire an ownership interest, or to increase their ownership
interest,  in the  Company  as an  incentive  to  remain in the  service  of the
Company.  The Stock  Compensation  Program  authorizes the granting of incentive
stock  options,   non-qualified  stock  options,   stock  appreciation   rights,
performance  shares and stock bonus awards to employees and  consultants  of the
Company and its  subsidiaries,  including those employees serving as officers or
directors 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").  In connection with
the Stock  Compensation  Program,  7,500,000 shares of Common Stock are reserved
for issuance,  of which up to 7,350,000  shares may be issued under the Employee
Plans and up to 150,000  shares  may be issued  under the  Independent  Director
Plan.  The  Stock  Compensation  Program  is  administered  by the  Compensation
Committee of the Board of Directors ("the Administrator").

          Options and awards  granted under the Stock  Compensation  Program may
have an exercise or payment price as established by the Compensation  Committee,
provided that the exercise  price of incentive  stock options  granted under the
Employee  Plans may not be less  than the fair  market  value of the  underlying
shares on the date of grant. Options granted under the Independent Director Plan
must have an exercise  price equal to the fair  market  value of the  underlying
shares on the date of grant.

          Unless otherwise provided at the date of grant, no option or award may
vest  within  one year of the  date of  grant  and no  option  or  award  may be
exercised more than 10 years from the date of grant.  Options  granted under the
Independent  Director Plan vest one year  following the date of grant and expire
if not exercised on or before the fifth  anniversary  thereof.  Unless otherwise
specified by the Compensation Committee, options and awards (other than pursuant
to the Independent  Director Plan) vest in four equal installments on the first,
second,  third and  fourth  anniversaries  of the date of grant.  Vesting of any
option or award granted under the Stock Compensation  Program may be accelerated
in certain circumstances,  including upon the occurrence of a "Change in Control
Event" (as defined in the Stock Compensation Program).

          Options and awards  granted under the Stock  Compensation  Program are
nontransferable,  except  by will or by the laws of  descent  and  distribution.
However, the Compensation  Committee may permit the recipient of a non-incentive
stock option  granted  under the Employee  Plans and options  granted  under the
Independent  Director  Plan to transfer the option to a family member or a trust
created for the benefit of family members. During the lifetime of a participant,
an option may be exercised only by the participant or a permitted transferee. In
the event that a participant's  employment or service  terminates as a result of
death, all vested awards will be paid to the participant's estate by the Company
and the participant's  estate or any permitted transferee will have the right to
exercise  vested  options for a period  ending on the earlier of the  expiration
dates of such options or one year from the date of death.  If the  participant's
employment or service terminates as a result of retirement or a "disability" (as
set forth in the Stock Compensation  Program), all vested awards will be paid to
the participant by the Company and the  participant or any permitted  transferee
will  have the  right to  exercise  vested  options  for a period  ending on the
earlier  of the  expiration  dates of such  options or one year from the date of
termination.  If the participant's  employment or service  terminates for cause,
all options  and awards  will  automatically  expire  upon  termination.  If the
participant's  employment or service terminates other than as a result of death,
disability,  retirement or termination for cause,  the participant will have the
right to collect  all  vested  awards  immediately  and the  participant  or any
permitted transferee will have the right to exercise vested options for a period
ending on the earlier of the  expiration  dates of such  options or awards or 30
days from the date of termination, subject to extension at the discretion of the
Administrator,  or three  months  from the  date of  termination  in the case of
options  granted  pursuant to the Independent  Director Plan. In all cases,  any
unvested  options or awards  will  terminate  as of the date of  termination  of
employment or service.

          The Stock  Compensation  Program  will  terminate  on April 30,  2007,
unless earlier terminated by the Board of Directors. No options or awards may be
granted under the Stock  Compensation  Program after its  termination;  however,

<PAGE>

termination of the Stock Compensation  Program will not affect the status of any
option or award outstanding on the date of termination.

Employment Agreements and Compensation Arrangements

          In April 1997, Mr. Charles Brand and Mr. Phipps entered into five-year
employment agreements with the Company.  Pursuant to such agreements,  Mr. Brand
receives an annual base salary of  $200,000  and Mr.  Phipps  receives an annual
base salary of $150,000,  subject to periodic increases at the discretion of the
Board of Directors.  Mr. Brand and Mr. Phipps are entitled to participate in all
compensation  and  employee  benefit  plans,  including  such  bonuses as may be
authorized by the Board of Directors  from time to time. The Company also agreed
to provide and maintain a $1,000,000  term-life insurance policy for the benefit
of  each of Mr.  Brand  and Mr.  Phipps.  In the  event  of the  termination  of
employment  by the Company  (other than upon death,  permanent  disability  or a
"termination for cause"),  each of Mr. Brand and Mr. Phipps would be entitled to
receive his  then-current  base salary for a period  equal to the greater of (i)
the  remainder of the term of his  employment  agreement,  or (ii) twelve months
from the effective date of termination.

          In July 1997,  the Company  entered into a consulting  agreement  with
MBF, an entity which is controlled by Mr.  Fisher,  pursuant to which MBF agreed
to cause Mr.  Fisher to provide  certain  financial  consulting  services to the
Company  for up to 25% of Mr.  Fisher's  business  time.  Under  the  consulting
agreement,  MBF is  entitled  to  receive  a  monthly  payment  of  $5,000.  The
consulting agreement was terminated on September 30, 1997.

          In August  1998,  the Company  entered  into a  three-year  employment
agreement with Mr.  Thompson,  pursuant to which Mr. Thompson agreed to serve as
the Company's Chief Executive Officer. Effective November 15, 1999, Mr. Thompson
resigned as the  Company's  Chief  Executive  Officer.  In  connection  with his
resignation,  the Company and Mr. Thompson  entered into a separation  agreement
(the "Separation Agreement"). In the Separation Agreement, the Company agreed to
pay Mr. Thompson an aggregate of $137,097 in five monthly installments,  without
interest,  in repayment of certain amounts owed to him and in lieu of any rights
Mr. Thompson had under the employment agreement he entered into with the Company
in August 1998. In addition,  the Company  issued to Mr.  Thompson stock options
exercisable  for an  aggregate  of 500,000  shares of Common  Stock (the "Option
Shares") at an exercise  price of $0.60 per share (the "Thompson  Option").  The
Thompson  Option expires,  as to one-half of the Option Shares,  on November 15,
2001, and as to the remainder of such Option Shares, on November 15, 2002.

          Pursuant  to  the  terms  of  the  Separation  Agreement,   all  prior
agreements  between Mr. Thompson and the Company were terminated and the Company
and Mr. Thompson agreed to release certain claims against each other and certain
related  parties.  Under the Separation  Agreement,  Mr.  Thompson is subject to
certain  confidentiality  obligations and agreed to non-competition  and certain
other covenants for a period of one year.

          In addition,  the Company has entered into a consulting agreement with
Dr. Brand. See "Compensation Committee Interlocks and Insider Participation."

<PAGE>

Item 11.   Security Ownership of Certain Beneficial Owners and Management

          The  following  table sets forth  information  as of February 29, 2000
with  respect to  beneficial  ownership  of the Common  Stock by (i) each person
serving as a director on June 30, 1998, (ii) each Named Executive  Officer,  and
(iii) all executive  officers and directors as a group.  The mailing  address of
each such person is c/o LogiMetrics,  Inc., 50 Orville Drive,  Bohemia, New York
11716.

                                                    Amount and
                                                    Nature of
           Name and Address of                      Beneficial       Percent of
           Beneficial Owner                         Ownership (1)     Class

           Charles S. Brand                        16,538,339 (2)      53.5%

           Kenneth C. Thompson                        699,667 (3)       2.4%

           Norman M. Phipps                         2,219,784 (4)       7.4%

           Erik S. Kruger                             240,000 (5)        *

           Frank A. Brand                             330,905 (6)       1.2%

           Jean-Francois Carreras                      72,500 (7)        *

           Mark B. Fisher                           5,167,806 (8)      15.3%

           Francisco A. Garcia                        106,667 (9)        *

           All Executive Officers                  25,375,668          66.7%
           and Directors as a                   (2,3,4,5,6,7,8,9)
           group (8 persons)


* Less than 1%

(1)  Each shareholder possesses sole voting and investment power with respect to
     the shares listed, except as otherwise indicated. Includes shares of Common
     Stock  which  the  individual  has the right to  acquire  within 60 days of
     February 29, 2000.

(2)  Includes (i) 2,150,539  shares of Common Stock issuable upon the conversion
     of Class C Debentures  held by Mr. Brand,  and (ii) 20,000 shares of Common
     Stock  issuable  upon the exercise of stock options  exercisable  within 60
     days of February 29, 2000.

(3)  Includes 500,000 shares of Common Stock issuable upon the exercise of stock
     options exercisable within 60 days of February 29, 2000.

(4)  Includes (i) 296,042  shares of Common Stock  issuable upon the exercise of
     Common Stock Purchase Warrants,  Series E (the "Series E Warrants") held by
     Mr. Phipps,  (ii) 134,906 shares of Common Stock issuable upon the exercise
     of Common Stock Purchase Warrants,  Series F (the "Series F Warrants") held
     by Mr.  Phipps,  (iii)  23,585  shares of Common  Stock  issuable  upon the
     conversion of one-quarter share of Preferred Stock held by Mr. Phipps,  and
     (iv)  825,000  shares of Common Stock  issuable  upon the exercise of stock
     options exercisable within 60 days of February 29, 2000.

(5)  Includes 200,000 shares of Common Stock issuable upon the exercise of stock
     options exercisable within 60 days of February 29, 2000.

(6)  Includes  40,000 shares of Common Stock issuable upon the exercise of stock
     options exercisable within 60 days of February 29, 2000.

(7)  Consists of (i) 20,000 shares of Common Stock issuable upon the exercise of
     Series E Warrants held by Mr. Carreras,  (ii) 12,500 shares of Common Stock
     issuable upon the exercise of Series F Warrants held by Mr.  Carreras,  and
     (iii)  40,000  shares of Common Stock  issuable  upon the exercise of stock
     options  exercisable  within 60 days of February 29, 2000.

(8)  Includes (i) 381,252 shares of Common Stock issuable upon the conversion of
     Class A Debentures held by Mr. Fisher,  (ii) 520,000 shares of Common Stock
     issuable  upon the exercise of Amended and Restated  Common Stock  Purchase
     Warrants,  Series B (the "Series B  Warrants")  held by Mr.  Fisher,  (iii)
     241,935  shares of Common  Stock  issuable  upon the  exercise  of Series G
     Warrants held by Mr.  Fisher,  (iv) 12,943 shares of Common Stock  issuable
     upon the exercise of Series H Warrants held by Mr. Fisher, (v) 6,472 shares
     of Common Stock issuable upon the exercise of Series I Warrants held by Mr.
     Fisher,  and (vi) 40,000 shares of Common Stock  issuable upon the exercise
     of stock  options  exercisable  within 60 days of February 29,  2000.  Also
     includes  (i)  500,000  shares  of Common  Stock  issuable  to MBF  Capital
     Corporation  ("MBF")  upon the  exercise of Series G Warrants  held by MBF,
     (ii) 762,504 shares of Common Stock issuable upon the conversion of Class A
     Debentures held by Broadband Systems,  L.P.  ("Broadband  Systems"),  (iii)
     483,871  shares of Common  Stock  issuable  upon the  exercise  of Series G
     Warrants  held by  Broadband  Systems,  (iv) 25,886  shares of Common Stock
     issuable upon the exercise of Series H Warrants held by Broadband  Systems,
     (v) 12,943  shares of Common Stock  issuable  upon the exercise of Series I
     Warrants  held by Broadband  Systems,  (vi) 500,000  shares of Common Stock
     issuable upon the exercise of Series G Warrants  held by Phineas  Broadband
     Systems, L.P. ("Phineas"),  (vii) 1,000,000 shares of Common Stock issuable
     upon the exercise of Series H Warrants  held by Phineas and (viii)  500,000
     shares of Common Stock issuable upon the exercise of Series I Warrants held
     by Phineas. Mr. Fisher is the sole officer, director and shareholder of MBF
     and MBF Broadband  Systems,  Inc.,  the general  partner of both  Broadband
     Systems and Phineas. Accordingly, Mr. Fisher is deemed to be the beneficial
     owner of all  shares of  Common  Stock  beneficially  owned by each of MBF,
     Broadband Systems and Phineas.

(9)  Includes  40,000 shares of Common Stock issuable upon the exercise of stock
     options exercisable within 60 days of February 29, 2000.

          Other Beneficial Owners: The following table provides information,  as
of February  29,  2000,  regarding  the  beneficial  ownership of more than five
percent (5%) of the Company's Common Stock held by persons who are not listed in
the  preceding  table.  Certain  information  contained  herein has been derived
solely from filings made by such persons with the SEC.


                                    Amount and
                                    Nature of
         Name and Address of        Beneficial       Percent of
         Beneficial Owner           Ownership        Class

         Gregory Manocherian        7,620,207 (1)    21.9%
         3 New York Plaza
         18th Floor
         New York, NY  10004

         Stephen Feinberg           6,315,834 (2)    18.0%
         450 Park Avenue
         New York, NY  10022

         Gerald B. Cramer           3,895,381 (3)    12.2%
         c/o Cramer Rosenthal
         McGlynn, Inc.
         520 Madison Avenue
         New York, NY  10022

         A.C. Israel
         Enterprises, Inc.          3,895,381 (4)    12.2%
         c/o Cramer Rosenthal
         McGlynn, Inc.
         520 Madison Avenue
         New York, NY  10022

<PAGE>

         CRM 1998 Enterprise        2,722,897 (5)     8.8%
         Fund, LLC
         c/o Cramer Rosenthal
         McGlynn, Inc.
         520 Madison Avenue
         New York, NY  10022

         CRM 1997 Enterprise
         Fund, LLC                  2,703,998 (6)     8.7%
         c/o Cramer Rosenthal
         McGlynn, Inc.
         520 Madison Avenue
         New York, NY  10022

         CRM Partners, LP           2,313,069 (7)     7.5%
         c/o Cramer Rosenthal
         McGlynn, Inc.
         520 Madison Avenue
         New York, NY  10022

(1)  Includes  47,170  shares of Common Stock  issuable  upon the  conversion of
     one-half share of Preferred  Stock held by Mr.  Manocherian.  Also includes
     (i) 152,502  shares of Common Stock issuable upon the conversion of Class A
     Debentures held by Kabuki  Partners ADP, GP ("Kabuki"),  (ii) 96,774 shares
     of Common Stock  issuable  upon the  exercise of Series G Warrants  held by
     Kabuki,  (iii) 5,177 shares of Common Stock  issuable  upon the exercise of
     Series H  Warrants  held by  Kabuki,  (iv)  2,589  shares of  Common  Stock
     issuable upon the exercise of Series I Warrants held by Kabuki, (v) 483,871
     shares of Common Stock  issuable upon the  conversion of Class C Debentures
     held by Kabuki,  (vi)  738,454  shares of Common  Stock  issuable  upon the
     conversion  of  Class  A  Debentures  held  by  Whitehall   Properties  LLC
     ("Whitehall"),  (vii)  500,494  shares of Common  Stock  issuable  upon the
     exercise of Series G Warrants  held by  Whitehall,  (viii) 25,886 shares of
     Common  Stock  issuable  upon the  exercise  of Series H  Warrants  held by
     Whitehall, (ix) 12,943 shares of Common Stock issuable upon the exercise of
     Series I Warrants  held by  Whitehall,  (x) 596,774  shares of Common Stock
     issuable upon the conversion of Class C Debentures held by Whitehall,  (xi)
     1,476,917  shares of Common Stock  issuable upon the  conversion of Class A
     Debentures held by Pamela Equities Corp. ("PEC"), (xii) 1,000,988 shares of
     Common Stock  issuable  upon the exercise of Series G Warrants held by PEC,
     (xiii) 51,773 shares of Common Stock issuable upon the exercise of Series H
     Warrants held by PEC, (xiv) 25,886 shares of Common Stock issuable upon the
     exercise  of Series I  Warrants  held by PEC,  and (xv)  854,839  shares of
     Common Stock  issuable upon the  conversion  of Class C Debentures  held by
     PEC. Mr. Manocherian is (i) the controlling general partner of Kabuki, (ii)
     a member  of  Whitehall,  and (iii) an  officer  of PEC.  Accordingly,  Mr.
     Manocherian  may be  deemed  to be the  beneficial  owner of all  shares of
     Common Stock beneficially owned by each of Kabuki, Whitehall and PEC.

(2)  Consists  of (i)  3,773,454  shares  of  Common  Stock  issuable  upon  the
     conversion  of Class B  Debentures  held by  Cerberus,  and (ii)  2,542,380
     shares of Common Stock issuable upon the exercise of Series C Warrants held
     by Cerberus.  Mr. Feinberg is the Managing  Member of Cerberus  Associates,
     L.L.C., the general partner of Cerberus and,  accordingly,  is deemed to be
     the beneficial  owner of all shares of Common Stock  beneficially  owned by
     Cerberus.

(3)  Includes (i) 1,476,917  shares of Common Stock issuable upon the conversion
     of Class A Debentures  held by Mr.  Cramer,  (ii) 967,742  shares of Common
     Stock  issuable upon the exercise of Series G Warrants held by Mr.  Cramer,
     (iii) 51,772 shares of Common Stock  issuable upon the exercise of Series H
     Warrants held by Mr.  Cramer,  (iv) 25,886 shares of Common Stock  issuable
     upon the exercise of Series I Warrants  held by Mr.  Cramer and (v) 782,692
     shares of Common Stock  issuable upon the  conversion of Class C Debentures
     held by Mr. Cramer.

(4)  Includes (i) 1,476,917  shares of Common Stock issuable upon the conversion
     of Class A Debentures held by A.C. Israel Enterprises,  Inc. ("ACIE"), (ii)
     967,742  shares of Common  Stock  issuable  upon the  exercise  of Series G
     Warrants held by ACIE,  (iii) 51,772  shares of Common Stock  issuable upon
     the  exercise  of Series H Warrants  held by ACIE,  (iv)  25,886  shares of
     Common Stock  issuable  upon the exercise of Series I Warrants held by ACIE
     and (v) 782,692  shares of Common Stock  issuable  upon the  conversion  of
     Class C Debentures held by ACIE.

(5)  Includes  2,128,925  shares of Common Stock issuable upon the conversion of
     Class C Debentures held by CRM 1998 Enterprise Fund, L.L.C.

(6)  Includes (i) 1,363,927  shares of Common Stock issuable upon the conversion
     of  Class A  Debentures  held by CRM 1997  Enterprise  Fund,  L.L.C.  ("CRM
     Enterprise  Fund"),  (ii) 923,930  shares of Common Stock issuable upon the
     exercise of Series G Warrants  held by CRM  Enterprise  Fund,  (iii) 49,428
     shares of Common Stock issuable upon the exercise of Series H Warrants held
     by CRM  Enterprise  Fund,  and (iv) 24,713 shares of Common Stock  issuable
     upon the exercise of Series I Warrants held by CRM Enterprise Fund.

<PAGE>

(7)  Includes (i) 1,176,506  shares of Common Stock issuable upon the conversion
     of Class A Debentures  held by CRM 1997 Partners,  L.P.  ("CRM  Partners"),
     (ii) 758,245  shares of Common Stock issuable upon the exercise of Series G
     Warrants held by CRM Partners, (iii) 40,565 shares of Common Stock issuable
     upon the  exercise  of Series H  Warrants  held by CRM  Partners,  and (iv)
     20,282  shares of  Common  Stock  issuable  upon the  exercise  of Series I
     Warrants held by CRM Partners.

          See Item 9.  Directors,  Executive  Officers,  Promoters  and  Control
Persons; Compliance With Section 16(a) of the Exchange Act -- Right to Designate
Directors; Changes in Control.

Item 12.  Certain Relationships and Related Transactions

          In June 1997,  the Company  entered into a consulting  agreement  with
Orbitrex International, Inc. ("Orbitrex"), whose President is Alfred Mendelsohn,
a former  director of the  Company.  Under the  consulting  agreement,  Orbitrex
agreed to provide certain  services in connection  with product  development and
international marketing opportunities.  Under the consulting agreement, Orbitrex
was  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,  Norman M. Phipps,  a director of the Company  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"). Also in
July 1997,  Michael L.  Gaffney,  an employee of the Company  purchased  400,000
shares of Common  Stock from the Company for  $220,000,  or $0.55 per share.  In
connection  with Mr.  Gaffney's the  purchase,  $4,000 was paid in cash from the
proceeds of a one-time  bonus paid to Mr.  Gaffney and the remainder was paid in
the form of a non-recourse  secured  promissory note (the "Gaffney  Note").  The
Phipps Note and the Gaffney Note do not bear  interest,  have no fixed  maturity
date,  and are each secured by a pledge of the shares of Common Stock  purchased
by Messrs. Phipps and Gaffney,  respectively. The sale of the Class C Debentures
as described  below  resulted in a "Change in Control  Event" under the terms of
the Phipps Note and the Gaffney Note.  The Phipps Note and the Gaffney Note were
each  satisfied  upon the  occurrence  of such  "Change in Control  Event."  The
Company  recorded a non-cash  charge to account  for these  transactions  in the
aggregate amount of $675,000 at June 30, 1998.

          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 Series G 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).

          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
amount  advanced by Mr. Brand was $846,781 at February 29, 2000.  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.

          Mr. Brand owns 40% of the outstanding common stock of Advanced Control
Components,  Inc. ("ACC").  ACC sublets space from the Company at its Eatontown,
New Jersey  facility and pays to mmTech  $34,228 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
$268,883  during the fiscal  year ended June 30,  1998 and  $223,167  during the
fiscal year ended June 30, 1997.

          Pursuant to the terms of a Stock Purchase Agreement, dated October 21,
1998 (the "Stock Purchase Agreement"), Mr. 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 $2.7 million 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 $2.0 million.  As required by the  Investors,  Mr.
Brand  used the  proceeds  of the sale of  Common  Stock  pursuant  to the Stock
Purchase  Agreement to acquire $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 currently  convertible  into shares of Common Stock at a
conversion  price  of  $0.31  per  share,   subject  to  adjustment  in  certain
circumstances.

<PAGE>

          In  connection  with  the  issuance  by the  Company  of its  Class  A
Debentures   in  July  1997  to  a  group  of   institutional   investors   (the
"Purchasers"),  the Company  granted to the  Purchasers  the right,  at any time
prior to August 15,  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").  On May 1, 1998, the Purchasers  exercised
their respective rights to purchase $500,000 of the Purchase Option. The related
securities  issued in  connection  therewith  are set forth in the  consolidated
financial  statements  contained  herein.  On August  6,  1998,  the  Purchasers
exercised  their  respective  rights to purchase the  remaining  $500,000 of the
Purchase Option.

          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.

          For a description  of certain other  transactions  between the Company
and certain of its directors,  executive  officers and major  stockholders,  see
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act -- Right to Designate Directors;  Changes
in Control.

Item 13.  Exhibits and Reports on Form 8-K

(a)      The following exhibits are filed as part of this Form 10-KSB:

Number   Description

3.1  Certificate of Incorporation of the Company, as amended.

3.2  By-laws of the Company,  as amended (previously filed as Exhibit 3.2 to the
     Company's  Annual  Report on Form 10-KSB for the fiscal year ended June 30,
     1997 (file no. 0-10696) and incorporated herein by reference).

4.1  Form of Class A 13% Senior Subordinated  Convertible  Pay-in-Kind Debenture
     due July 29, 1999 (previously  filed as Exhibit 4.1 to the Company's Annual
     Report on Form  10-KSB  for the fiscal  year ended June 30,  1997 (file no.
     0-10696) and incorporated herein by reference).

4.2  Form of Amended and Restated  Class B 13% Senior  Subordinated  Convertible
     Pay-in-Kind Debenture due July 29, 1999 (previously filed as Exhibit 4.2 to
     the  Company's  Annual Report on Form 10-KSB for the fiscal year ended June
     30, 1997 (file no. 0-10696) and incorporated herein by reference).

4.3  Form of Class C 13% Convertible Senior Subordinated Debenture due September
     30, 1999.

4.4  Form of Amended and Restated Series A Warrant  (previously filed as Exhibit
     7 to the Company's  Current  Report on Form 8-K,  dated March 7, 1996 (file
     no. 0-10696) and incorporated herein by reference).

4.5  Form of Amended and Restated Series B Warrant  (previously filed as Exhibit
     8 to the Company's  Current  Report on Form 8-K,  dated March 7, 1996 (file
     no. 0-10696) and incorporated herein by reference).

4.6  Form of Series C Warrant  (previously  filed as Exhibit 2 to the  Company's
     Current  Report on Form 8-K,  dated  March 7, 1996 (file no.  0-10696)  and
     incorporated herein by reference).

4.7  Form of Series D Warrant  (previously  filed as Exhibit 4 to the  Company's
     Current  Report on Form 8-K,  dated  March 7, 1996 (file no.  0-10696)  and
     incorporated herein by reference).

4.8  Form of Series E Warrant  (previously  filed as Exhibit 5 to the  Company's
     Current  Report on Form 8-K,  dated  March 7, 1996 (file no.  0-10696)  and
     incorporated herein by reference).

4.9  Form of Series F Warrant (previously filed as Exhibit 10.9 to the Company's
     Annual  Report on Form 10-KSB for the fiscal year ended June 30, 1996 (file
     no. 0-10696) and incorporated herein by reference).

4.10 Form of Series G Warrant  (previously  filed as part of Exhibit 10.4 to the
     Company's  Annual  Report on Form 10-KSB for the fiscal year ended June 30,
     1997 (file no. 0-10696) and incorporated herein by reference).

4.11 Form of Series H Warrant  (previously  filed as part of Exhibit 10.4 to the
     Company's  Annual  Report on Form 10-KSB for the fiscal year ended June 30,
     1997 (file no. 0-10696) and incorporated herein by reference).
<PAGE>

4.12 Form of Series I Warrant  (previously  filed as part of Exhibit 10.4 to the
     Company's  Annual  Report on Form 10-KSB for the fiscal year ended June 30,
     1997 (file no. 0-10696) and incorporated herein by reference).

4.13 Form of Series J Warrant, as amended.

4.14 Form of Certificate of the Designations,  Powers, Preferences and Rights of
     the Company's  Series A 12%  Cumulative  Convertible  Redeemable  Preferred
     Stock,  stated value $50,000 per share (previously filed as Exhibit 10.6 to
     the  Company's  Annual Report on Form 10-KSB for the fiscal year ended June
     30, 1996 (file no. 0-10696) and incorporated herein by reference).

4.15 Form of Certificate of Amendment of  Certificate of  Designations,  Powers,
     Preferences and Rights of the Company's Series A 12% Cumulative Convertible
     Redeemable Preferred Stock.

10.1 Letter of Intent,  dated  February 17, 2000, by and between the Company and
     Signal Technology Corporation ("Signal").*

10.2 Loan  Agreement,  dated  February 17, 2000,  by and between the Company and
     Signal.

10.3 Negotiable Secured Senior Subordinated  Promissory Note, dated February 17,
     2000, in favor of Signal.

10.4 Management  Agreement,  dated February 17, 2000, by and between the Company
     and Signal.

10.5 Letter  Agreement,  dated February 17, 2000, by and between the Company and
     Signal.

10.6 Consent  Letter,  dated  February 16, 2000,  by and between the Company and
     North Fork Bank (the "Bank").

10.7 Second Amended and Restated Security  Agreement,  Intercreditor  Agreement,
     Waiver and Consent dated March 7, 1996, as amended and restated on July 29,
     1997 and August 31, 1999 and as further amended by Amendments No. 1 and No.
     2 dated  December 2, 1999 and February 17,  2000,  respectively,  among the
     Company,  Cramer  Rosenthal  McGlynn,  LLC, as agent, and the other parties
     thereto.

10.8 Modified Revolving Credit Note, dated as of April 30, 1998, in favor of the
     Bank.

10.9 Modified General Security  Agreement,  dated as of April 30, 1998, in favor
     of the Bank.

10.10  Form of Substitute Negotiable Secured Senior Subordinated Promissory Note
       due July 1, 2000.

10.11  Acknowledgment,  Consent and Waiver, dated as of March 7, 2000, among the
       Company and the other parties thereto.

10.12  Purchase  Agreement,  dated as of October 21, 1998, among the Company and
       the purchasers party thereto.

10.13  Stock Purchase Agreement,  dated as of October 21, 1998, among Charles S.
       Brand and the purchasers party thereto.

10.14  Registration  Rights  Agreement,  dated as of October 21, 1998, among the
       Company and the holders party thereto.

10.15  Purchase Agreement,  dated as of July 29, 1997, among the Company and the
       purchasers  party  thereto  (previously  filed  as  Exhibit  10.4  to the
       Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
       1997 (file no. 0-10696) and incorporated herein by reference).

10.16  Stockholders  Agreement,  dated as of July 29,  1997,  among the Company,
       Charles S. Brand and the purchasers  party thereto  (previously  filed as
       Exhibit 10.5 to the Company's Annual Report on Form 10-KSB for the fiscal
       year ended June 30, 1997 (file no.  0-10696) and  incorporated  herein by
       reference).

<PAGE>

10.17  Unit  Purchase  Agreement,  dated as of March 7, 1996, by and between the
       Company and Cerberus Partners,  L.P. (previously filed as Exhibit 10.6 to
       the Company's Annual Report on Form 10-KSB for the fiscal year ended June
       30, 1997 (file no. 0-10696) and incorporated herein by reference).

10.18  Agreement to Purchase and Sell  Equipment,  dated as of June 30, 1994, by
       and between mmTech and  CellularVision  Technology &  Telecommunications,
       L.P.  ("CT&T")  (previously filed as Exhibit 10.8 to the Company's Annual
       Report on Form  10-KSB for the fiscal  year ended June 30, 1997 (file no.
       0-10696) and incorporated herein by reference).*

10.19  Letter  Agreement,  dated as of October  23,  1996,  by and  between  the
       Company  and  CT&T  (previously  filed  as  Exhibit  10 to the  Company's
       Quarterly Report on Form 10-QSB for the fiscal quarter ended December 31,
       1996 (file no. 0-10696) and incorporated herein by reference).

<PAGE>

10.20  Letter Agreement,  dated December 1, 1997, by and between the Company and
       CellularVision  of New York, L.P.  (previously  filed as Exhibit 10.10 to
       the Company's Annual Report on Form 10-KSB for the fiscal year ended June
       30, 1997 (file no. 0-10696) and incorporated herein by reference).

10.21  Assignment  Agreement,  dated as of December 31, 1997, by and between the
       Company and NewStart Factors,  Inc. (previously filed as Exhibit 10.11 to
       the Company's Annual Report on Form 10-KSB for the fiscal year ended June
       30, 1997 (file no. 0-10696) and incorporated herein by reference).

10.22  Agreement  of  Lease,  dated as of April 22,  1997,  by and  between  the
       Company and Reckson FS Limited  Partnership  (previously filed as Exhibit
       10.12 to the  Company's  Annual Report on Form 10-KSB for the fiscal year
       ended  June 30,  1997  (file  no.  0-10696)  and  incorporated  herein by
       reference).

10.23  Lease, dated January 24, 1994, by and between Mid Atlantic Industrial Co.
       and  mmTech,  as  amended,  (previously  filed  as  Exhibit  10.13 to the
       Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
       1997 (file no. 0-10696) and incorporated herein by reference).

10.24  Lease, dated November 30, 1998, by and between 611 Industrial Way, L.L.C.
       and the Company.

10.25  Consulting Agreement, dated March 4, 1998, by and between the Company and
       Kenneth C. Thompson.

10.26  Employment  Agreement,  dated August 6, 1998,  by and between the Company
       and Kenneth C. Thompson.

10.27  Stock Option  Agreement,  dated  February  22,  2000,  by and between the
       Company and Kenneth C. Thompson

10.28  Separation Agreement, dated February 22, 2000, by and between the Company
       and Kenneth C. Thompson.

10.29  Employment  Agreement,  dated as of April 25,  1997,  by and  between the
       Company and Charles S. Brand  (previously  filed as Exhibit  10.14 to the
       Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
       1997 (file no. 0-10696) and incorporated herein by reference).


<PAGE>

10.30  Employment  Agreement,  dated as of April 25,  1997,  by and  between the
       Company and Norman M. Phipps  (previously  filed as Exhibit  10.15 to the
       Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
       1997 (file no. 0-10696) and incorporated herein by reference).

10.31  Consulting  Agreement,  dated as of July 29,  1997,  by and  between  the
       Company and MBF Capital Corp.  (previously  filed as Exhibit 10.16 to the
       Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
       1997 (file no. 0-10696) and incorporated herein by reference).

10.32  Letter Agreement,  dated as of August 6, 1997, by and between the Company
       and MBF Capital Corp. (previously filed as Exhibit 10.19 to the Company's
       Annual  Report on Form  10-KSB  for the fiscal  year ended June 30,  1997
       (file no. 0-10696) and incorporated herein by reference).

10.33  Non-Recourse  Secured  Promissory  Note, dated July 29, 1997, made by MBF
       Capital Corp. in favor of the Company  (previously filed as Exhibit 10.20
       to the  Company's  Annual Report on Form 10-KSB for the fiscal year ended
       June 30, 1997 (file no. 0-10696) and incorporated herein by reference).

10.34  Pledge  Agreement,  dated July 29,  1997,  between  the  Company  and MBF
       Capital Corp.  (previously filed as Exhibit 10.21 to the Company's Annual
       Report on Form  10-KSB for the fiscal  year ended June 30, 1997 (file no.
       0-10696) and incorporated herein by reference).

10.35  Non-Recourse Secured Promissory Note, dated July 22, 1997, made by Norman
       M. Phipps in favor of the Company  (previously  filed as Exhibit 10.17 to
       the Company's Annual Report on Form 10-KSB for the fiscal year ended June
       30, 1997 (file no. 0-10696) and incorporated herein by reference).

10.36  Pledge  Agreement,  dated July 22,  1997,  by and between the Company and
       Norman M.  Phipps  (previously  filed as Exhibit  10.18 to the  Company's
       Annual  Report on Form  10-KSB  for the fiscal  year ended June 30,  1997
       (file no. 0-10696) and incorporated herein by reference).

10.37  Consulting Agreement,  dated January 20, 1998, by and between the Company
       and Dr.  Frank  A.  Brand  (previously  filed  as  Exhibit  10.25  to the
       Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
       1997 (file no. 0-10696) and incorporated herein by reference).

10.38  Severance Agreement, dated March 10, 1998, by and between the Company and
       Russell J. Reardon.

10.39  Stock Option  Agreement,  dated as of March 10, 1998,  by and between the
       Company and Russell J. Reardon.

10.40  Stock  Option  Agreement,  dated as of May 1, 1996,  by and  between  the
       Company and Russell J. Reardon  (previously filed as Exhibit 10.22 to the
       Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
       1997 (file no. 0-10696) and incorporated herein by reference).

10.41  LogiMetrics, Inc. 1997 Stock Compensation Program, as amended.

10.42  Form of  Indemnification  Agreement  for Directors  (previously  filed as
       Exhibit  10.24 to the  Company's  Annual  Report on Form  10-KSB  for the
       fiscal  year ended  June 30,  1997 (file no.  0-10696)  and  incorporated
       herein by reference).

21.1   List of the Company's  Subsidiaries  (previously filed as Exhibit 21.1 to
       the Company's Annual Report on Form 10-KSB for the fiscal year ended June
       30, 1997 (file no. 0-10696) and incorporated herein by reference).

27.1   Financial Data Schedule.


*    Certain portions of this exhibit have been omitted based upon a request for
     confidential  treatment.  The omitted  portions of this  exhibit  have been
     separately filed with the Securities and Exchange Commission.

(b)  Reports on Form 8-K:       None.

<PAGE>

                                   SIGNATURES

          In accordance with Section 13 or 15(d) 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:    April 10, 2000                     By:/s/Norman M. Phipps
                                            _______________________________
                                            Norman M. Phipps
                                            President, Chief Operating Officer
                                            and Director (Principal Executive
                                            Officer)

          In accordance with the requirements of the Securities and Exchange Act
of 1934, as amended,  this report has been signed below by the following persons
on behalf of the Company and in the capacities and on the dates indicated.

Date:    April 10, 2000                     By:/s/Charles S. Brand
                                            _______________________________
                                            Charles S. Brand
                                            Chairman of the Board and
                                            Chief Technical Officer

Date:    April 10, 2000                     By:/s/Kenneth C. Thompson
                                            _______________________________
                                            Kenneth C. Thompson *


Date:    April 10, 2000                     By:/s/Norman M. Phipps
                                            _______________________________
                                            Norman M. Phipps
                                            President, Chief Operating Officer,
                                            Interim Chief Financial  Officer and
                                            Director    (Principal    Financial
                                            Officer)

Date:    April 10, 2000                     By:/s/Erik S. Kruger
                                            _______________________________
                                            Erik S. Kruger
                                            Vice President - Finance and
                                            Administration
                                            (Principal Accounting Officer)

Date:    April 10, 2000                     By:/s/Frank A. Brand
                                            _______________________________
                                                Frank A. Brand, Director


Date:    April 10, 2000                     By:/s/Jean-Francois Carreras
                                            _______________________________
                                            Jean-Francois Carreras, Director


Date:    April 10, 2000                     By:/s/Mark B. Fisher
                                            _______________________________
                                            Mark B. Fisher, Director


Date:    April 10, 2000                     By:/s/Francisco A. Garcia
                                            _______________________________
                                            Francisco A. Garcia  **

<PAGE>


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

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