<PAGE>



          THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE TRANSFERRED
        UNLESS REGISTERED UNDER THE ACT, EXCEPT IN A TRANSACTION WHICH, IN THE
     OPINION OF COUNSEL REASONABLY SATISFACTORY TO LOGIMETRICS, INC., QUALIFIES
         AS AN EXEMPT TRANSACTION UNDER THE ACT AND THE RULES AND REGULATIONS
                               PROMULGATED THEREUNDER.


                                  LOGIMETRICS, INC.

                            Common Stock Purchase Warrant
                                       Series F


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

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

              2.      DELIVERY OF STOCK CERTIFICATES ON EXERCISE.  As soon as
     practicable after the exercise of this Warrant and payment of the Purchase
     Price, and in any event within five (5) days thereafter, the Company, at
     its expense, will cause to be issued in the name of and delivered to the
     Holder hereof a certificate or certificates for the number of fully paid
     and non-assessable shares or other securities or property to which such
     Holder shall be entitled upon such exercise, plus, in lieu of any
     fractional share to which such Holder would otherwise be entitled, cash
     equal to such fraction multiplied by the then current market value of one
     full share.
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              3.      ADJUSTMENT FOR ISSUE OR SALE OF COMMON STOCK AT LESS THAN
     PURCHASE PRICE.  In case, at any time or from time to time after the date
     of issuance of this Warrant ("Issuance Date"), the Company shall issue or
     sell shares of its Common Stock (other than any Common Stock issuable upon
     (i) conversion of the Company's Amended and Restated 12% Convertible
     Subordinated Debentures dated as of July 14, 1995 ("1995 Debentures"),
     (ii) exercise of those certain Amended and Restated Series A Warrants
     dated March 7, 1996 to purchase 600,000 shares of Common Stock ("Series A
     Warrants"), (iii) exercise by each of Murray H. Feigenbaum and Jerome
     Deutsch (the "Principals") of their right to purchase 100,000 shares of
     Common Stock at a price of $.10 per share ("Principals' Options"), (iv)
     exercise of those certain Amended and Restated Series B Warrants dated
     March 7, 1996 to purchase 1,500,000 shares of Common Stock ("Series B
     Warrants"), (v) conversion of the Company's 12% Convertible Senior
     Subordinated Debentures dated March 7, 1996 ("Senior Subordinated
     Debentures"), (vi) exercise of those certain Series C Warrants dated
     March 7, 1996 to purchase an aggregate of 2,542,380 shares of Common Stock
     ("Series C Warrants"), (vii) exercise of those certain Series D Warrants
     dated March 7, 1996 to purchase an aggregate of 2,830,200 shares of Common
     Stock ("Series D Warrants"), (viii) exercise of those certain Stock
     Options, dated March 7, 1996 to purchase 1,000,000 shares of Common Stock
     issued to Richard K. Laird ("Laird Options"), (ix) exercise of those
     certain Series E Warrants dated March 7, 1996 to purchase an aggregate of
     1,000,000 shares of Common Stock ("Series E Warrants") and (x) conversion
     of the Company's 30 shares of Series A 12% Cumulative Convertible
     Redeemable Preferred Stock ("Preferred Stock" and together with the 1995
     Debentures, the Senior Subordinated Debentures, the Series A, B, C, D and
     E Warrants (collectively, the "Warrants"), the Laird Options, the
     Principals' Options and any shares of Common Stock issuable upon
     conversion or exercise thereof, the "Subject Securities")), for a
     consideration per share less than thirty cents ($.30) per share (the
     "Trigger Price") (or, if a Pro Forma Trigger Price shall be in effect as
     provided below in this Paragraph 3, then less than such Pro Forma Trigger
     Price per share), then and in each such case the Holder of this Warrant,
     upon the exercise hereof as provided in Paragraph 1 hereof, shall be
     entitled to receive, in lieu of the shares of Common Stock theretofore
     receivable upon the exercise of this Warrant, a number of shares of Common
     Stock determined by (a) dividing the Trigger Price by a Pro Forma Trigger
     Price per share to be computed as provided below in this Paragraph 3, and
     (b) multiplying the resulting quotient by the number of shares of Common
     Stock called for on the face of this Warrant.  A Pro Forma Trigger Price
     per share shall be the price computed (to the nearest cent, a fraction of
     half cent or more being considered a full cent):

                      by dividing (i) the sum of (x) the
                      result obtained by multiplying the
                      number of shares of Common Stock of the
                      Company outstanding immediately prior to
                      such issue or sale by the Trigger Price
                      (or, if a Pro Forma Trigger Price shall
                      be in effect, by such Price), and (y)
                      the consideration, if any, received by

                                        - 2 -
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                      the Company upon such issue or sale, by
                      (ii) the number of shares of Common
                      Stock of the Company outstanding
                      immediately after such issue or sale.

     For the purpose of this Paragraph 3:

              3.1.  Stock Splits, Dividends, etc., in Common Stock or
     Convertible Securities.  In case the Company splits its Common Stock or
     shall declare any dividend, or make any other distribution, upon any stock
     of the Company of any class payable in Common Stock, or in any stock or
     other securities directly or indirectly convertible into or exchangeable
     for Common Stock (any such stock or other securities being hereinafter
     called "Convertible Securities"), such split, declaration or distribution
     shall be deemed to be an issue or sale (as of the record date for such
     split, dividend or other distribution), without consideration, of such
     Common Stock or such Convertible Securities, as the case may be.

              3.2.  Issuance or Sale of Convertible Securities.  In case the
     Company shall issue or sell any Convertible Securities other than the
     Subject Securities, there shall be determined the price per share for
     which Common Stock is issuable upon the conversion or exchange thereof,
     such determination to be made by dividing (a) the total amount received or
     receivable by the Company as consideration for the issue or sale of such
     Convertible Securities, plus the minimum aggregate amount of additional
     consideration, if any, payable to the Company upon the conversion or
     exchange thereof, by (b) the maximum number of shares of Common Stock of
     the Company issuable upon the conversion or exchange of all such
     Convertible Securities.

                      If the price per share so determined shall be less than
     the Trigger Price (or, if a Pro Forma Trigger Price shall be in effect,
     less than such Price) as of the date of such issue or sale, then such
     issue or sale shall be deemed to be an issue or sale for cash (as of the
     date of issue or sale of such Convertible Securities) of such maximum
     number of shares of Common Stock at the price per share so determined,
     provided that, if such Convertible Securities shall by their terms provide
     for an increase or increases, with the passage of time, in the amount of
     additional consideration, if any, payable to the Company, or in the rate
     of exchange, upon the conversion or exchange thereof, the Pro Forma
     Trigger Price per share shall, forthwith upon any such increase becoming
     effective, be readjusted to reflect the same, and provided, further, that
     upon the expiration of such rights of conversion or exchange of such
     Convertible Securities, if any thereof shall not have been exercised, the
     Pro Forma Trigger Price per share shall forthwith be readjusted and
     thereafter be the price which it would have been had an adjustment been
     made on the basis that the only shares of Common Stock so issued or sold
     were those issued or sold upon the conversion or exchange of such
     Convertible Securities, and that they were issued or sold for the
     consideration actually received by the Company upon such conversion or
     exchange, plus the consideration, if any, actually received by the Company


                                        - 3 -
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     for the issue or sale of all such Convertible Securities which shall have
     been converted or exchanged.

              3.3.  Grant of Rights or Options for Common Stock.  In case the
     Company shall grant any rights or options to subscribe for, purchase or
     otherwise acquire Common Stock of any class other than the Subject
     Securities, there shall be determined the price per share for which Common
     Stock is issuable upon the exercise of such rights or options, such
     determination to be made by dividing (a) the total amount, if any,
     received or receivable by the Company as consideration for the granting of
     such rights or options, plus the minimum aggregate amount of additional
     consideration, if any, payable to the Company upon the exercise of such
     rights or options, by (b) the maximum number of shares of Common Stock
     issuable upon the exercise of such rights or options.

                      If the price per share so determined shall be less than
     the Trigger Price (or, if a Pro Forma Trigger Price shall be in effect,
     less than such Price) as of the date of such issue or sale, then the
     granting of such rights or options shall be deemed to be an issue or sale
     for cash (as of the date of the granting of such rights or options) of
     such maximum number of shares of Common Stock at the price per share so
     determined, provided that, if such rights or options shall by their terms
     provide for an increase or increases, with the passage of time, in the
     amount of additional consideration, if any, payable to the Company upon
     the exercise thereof, the Pro Forma Trigger Price per share shall,
     forthwith upon any such increase becoming effective, be readjusted to
     reflect the same, and provided, further, that upon the expiration of such
     rights or options, if any thereof shall not have been exercised, the Pro
     Forma Trigger Price per share shall forthwith be readjusted and thereafter
     be the price which it would have been had an adjustment been made on the
     basis that the only shares of Common Stock so issued or sold were those
     issued or sold upon the exercise of such rights or options and that they
     were issued or sold for the consideration actually received by the Company
     upon such exercise, plus the consideration, if any, actually received by
     the Company for the granting of all such rights or options, whether or not
     exercised.

              3.4.  Grant of Rights or Options for Convertible Securities.  In
     case the Company shall grant any rights or options to subscribe for,
     purchase or otherwise acquire Convertible Securities, such Convertible
     Securities shall be deemed, for the purposes of subparagraph 3.2. above,
     to have been issued or sold for the total amount received or receivable by
     the Company as consideration for the granting of such rights or options
     plus the minimum aggregate amount of additional consideration, if any,
     payable to the Company upon the exercise of such rights or options,
     provided that, upon the expiration of such rights or options, if any
     thereof shall not have been exercised, the Pro Forma Trigger Price per
     share shall forthwith be readjusted and thereafter be the price which it
     would have been had an adjustment been made upon the basis that the only
     Convertible Securities so issued or sold were those issued or sold upon
     the exercise of such rights or options and that they were issued or sold
     for the consideration actually received by the Company upon such exercise,

                                        - 4 -
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     plus the consideration, if any, actually received by the Company for the
     granting of all such rights or options, whether or not exercised.

              3.5.  Dilution in Case of Other Stock or Securities.  In case any
     shares of stock or other securities, other than Common Stock of the
     Company, shall at any time be receivable upon the exercise of this
     Warrant, and in case any additional shares of such stock or any additional
     such securities (or any stock or other securities convertible into or
     exchangeable for any such stock or securities) shall be issued or sold for
     a consideration per share such as to dilute the purchase rights evidenced
     by this Warrant, then and in each such case the Pro Forma Trigger Price
     per share shall forthwith be adjusted, substantially in the manner
     provided for above in this Paragraph 3, so as to protect the Holder of
     this Warrant against the effect of such dilution.

              3.6.  Expenses, etc., Deducted.  In case any shares of Common
     Stock or Convertible Securities or any rights or options to subscribe for,
     purchase or otherwise acquire any Common Stock or Convertible Securities
     shall be issued or sold for cash, the consideration received therefor
     shall be deemed to be the amount received by the Company therefor, after
     deducting any expenses incurred and any underwriting or similar
     commissions, compensation or concessions paid or allowed by the Company in
     connection with such issue or sale.

              3.7.  Determination of Consideration.  In case any shares of
     Common Stock or Convertible Securities or any rights or options to
     subscribe for, purchase or otherwise acquire any Common Stock or
     Convertible Securities shall be issued or sold for a consideration other
     than cash (or a consideration which includes cash, if any cash constitutes
     a part of the assets of a corporation or business substantially all of the
     assets of which are being received a such consideration) then, for the
     purpose of this Paragraph 3, the Board of Directors of the Company shall
     promptly determine the fair value of such consideration, and such Common
     Stock, Convertible Securities, rights or options shall be deemed to have
     been issued or sold on the date of such determination in good faith.  Such
     value shall not be more than the amount at which such consideration is
     recorded in the books of the Company for accounting purposes except in the
     case of an acquisition accounted for on a pooling of interest basis.  In
     case any Common Stock or Convertible Securities or any rights or options
     to subscribe for, purchase or otherwise acquire any Common Stock or
     Convertible Securities shall be issued or sold together with other stock
     or securities or other assets of the Company for a consideration which
     covers both, the Board of Directors of the Company shall promptly
     determine what part of the consideration so received is to be deemed to be
     the consideration for the issue or sale of such Common Stock or
     Convertible Securities or such rights or options.

                      The Company covenants and agrees that, should any
     determination of fair value of consideration or of allocation of
     consideration be made by the Board of Directors of the Company, pursuant
     to this subparagraph 3.7, it will, not less than seven (7) days after any
     and each such determination, deliver to the Holder of this Warrant a

                                        - 5 -
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     certificate signed by the President or a Vice President and the Treasurer
     or an Assistant Treasurer of the Company reciting such value as thus
     determined and setting forth the nature of the transaction for which such
     determination was required to be made, the nature of any consideration,
     other than cash, for which Common Stock, Convertible Securities, rights or
     options have been or are to be issued, the basis for its valuation, the
     number of shares of Common Stock which have been or are to be issued, and
     a description of any Convertible Securities, rights or options which have
     been or are to be issued, including their number, amount and terms.

              3.8.  Record Date Deemed Issue Date.  In case the Company shall
     take a record of the Holders of shares of its stock of any class for the
     purpose of entitling them (a) to receive a dividend or a distribution
     payable in Common Stock or in Convertible Securities, or (b) to subscribe
     for, purchase or otherwise acquire Common Stock or Convertible Securities,
     then such record date shall be deemed to be the date of the issue or sale
     of the Common Stock issued or sold or deemed to have been issued or sold
     upon the declaration of such dividend or the making of such other
     distribution, or the date of the granting of such rights of subscription,
     purchase or other acquisition, as the case may be.

              3.9.  Shares Considered Outstanding.  The number of shares of
     Common Stock outstanding at any given time shall include shares issuable
     in respect of scrip certificates issued in lieu of fractions of shares of
     Common Stock, but shall exclude shares in the treasury of the Company.

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

              4.      ADJUSTMENT FOR DIVIDENDS IN OTHER STOCK, PROPERTY, ETC.;
     RECLASSIFICATIONS, ETC.  In case at any time or from time to time after
     the Issuance Date the Holders of the Common Stock of the Company of any
     class (or any other shares of stock or other securities at the time
     receivable upon the exercise of this Warrant) shall have received, or, on
     or after the record date fixed for the determination of eligible
     stockHolders, shall have become entitled to receive:

                      (a)      other or additional stock or other securities or
                               property (other than cash) by way of dividend;

                      (b)      any cash paid or payable out of capital or paid-
                               in surplus or surplus created as a result of a
                               revaluation of property by way of dividend; or

                      (c)      other or additional (or less) stock or other
                               securities or property (including cash) by way of
                               stock-split, spin-off, split-off, split-up,
                               reclassification, combination of shares or
                               similar corporate rearrangement;

                                        - 6 -
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     (other than additional shares of Common Stock issued to Holders of Common
     Stock as a stock dividend or stock-split, adjustments in respect of which
     shall be covered by the provisions of Paragraph 3 hereof), then in each
     case the Holder of this Warrant, upon the exercise hereof as provided in
     Paragraph 1 hereof, shall be entitled to receive, in lieu of, or in
     addition to, as the case may be, the shares theretofore receivable upon
     the exercise of this Warrant, the amount of stock or other securities or
     property (including cash in the cases referred to in clauses (b) and (c)
     above) which such Holder would hold on the date of such exercise if, on
     the Issuance Date, he had been the Holder of record of the number of
     shares of Common Stock of the Company called for on the face of this
     Warrant and had thereafter, during the period from the Issuance Date to
     and including the date of such exercise, retained such shares and/or all
     other or additional (or less) stock or other securities or property
     (including cash in the cases referred to in clauses (b) and (c) above)
     receivable by him as aforesaid during such period, giving effect to all
     adjustments called for during such period by Paragraphs 3 and 5 hereof.

              5.      ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER,
     ETC.  In case of any reorganization of the Company (or any other
     corporation the stock or other securities of which are at the time
     deliverable on the exercise of this Warrant) after the date hereof, or in
     case, after such date, the Company (or any such other corporation) shall
     consolidate with or merge into another corporation or convey all or
     substantially all its assets to another corporation, then and in each such
     case the Holder of this Warrant, upon the exercise hereof as provided in
     Paragraph 1 hereof, at any time after the consummation of such
     reorganization, consolidation, merger or conveyance, shall be entitled to
     receive the stock or other securities or property to which such Holder
     would have been entitled upon such consummation if such Holder had
     exercised this Warrant immediately prior thereto, all subject to further
     adjustments as provided in Paragraphs 3 and 4 hereof; in each such case,
     the terms of this Warrant shall be applicable to the shares of stock or
     other securities or property receivable upon the exercise of this Warrant
     after such consummation.

              6.      NO DILUTION OR IMPAIRMENT.  The Company will not, by
     amendment of its charter or through reorganization, consolidation, merger,
     dissolution, sale of assets or any other voluntary action, avoid or seek
     to avoid the observance or performance of any of the terms of this
     Warrant, but will at all times in good faith assist in the carrying out of
     all such terms and in the taking of all such action as may be necessary or
     appropriate in order to protect the rights of the Holder hereof against
     dilution or other impairment.  Without limiting the generality of the
     foregoing, the Company will not increase the par value of any shares of
     stock receivable upon the exercise of this Warrant above the amount
     payable therefor upon such exercise, and at all times will take all such
     action as may be necessary or appropriate in order that the Company may
     validly and legally issue fully paid and non-assessable stock upon the
     exercise of this Warrant.



                                        - 7 -
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              7.      ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS.  In each case
     of an adjustment in the number of shares of Common Stock or other stock,
     securities or property receivable on the exercise of this Warrant, at the
     request of the Holder of this Warrant the Company at its expense shall
     promptly cause independent public accountants of recognized standing,
     selected by the Company, to compute such adjustment in accordance with the
     terms of this Warrant and prepare a certificate setting forth such
     adjustment and showing in detail the facts upon which such adjustment is
     based, including a statement of (a) the consideration received or to be
     received by the Company for any additional shares issued or sold or deemed
     to have been issued or sold, (b) the number of shares of Common Stock
     outstanding or deemed to be outstanding and (c) the Pro Forma Trigger
     Price.  The Company will forthwith mail a copy of each such certificate to
     the Holder of this Warrant.

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

                      (a)      the Company shall take a record of the Holders of
                               its Common Stock (or other stock or securities at
                               the time deliverable upon the exercise of this
                               Warrant) for the purpose of entitling or enabling
                               them to receive any dividend (other than a cash
                               or stock dividend at the same rate as the rate of
                               the last cash or stock dividend theretofore paid)
                               or other distribution, or to exercise any
                               preemptive right pursuant to the Company's
                               charter, or to receive any right to subscribe for
                               or purchase any shares of stock of any class or
                               any other securities, or to receive any other
                               right; or

                      (b)      of any capital reorganization of the Company, any
                               reclassification of the capital stock of the
                               Company, any consolidation or merger of the
                               Company with or into another corporation, or any
                               conveyance of all or substantially all of the
                               assets of the Company to another corporation; or

                      (c)      of the voluntary or involuntary dissolution,
                               liquidation or winding up of the Company;

     then, and in each such case, the Company will mail or cause to be mailed
     to the Holder of this Warrant a notice specifying, as the case may be, (i)
     the date on which a record is to be taken for the purpose of such
     dividend, distribution or right, and stating the amount and character of
     such dividend, distribution or right, or (ii) the date on which such
     reorganization, reclassification, consolidation, merger, conveyance,
     dissolution, liquidation or winding up is to take place, and the times, if
     any is to be fixed, as of which the Holders of record of Common Stock (or
     such other stock or securities at the time deliverable upon the exercise
     of this Warrant) shall be entitled to exchange their shares of Common
     Stock of any class (or such other stock or securities) for

                                        - 8 -
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     reclassification, consolidation, merger, conveyance, dissolution,
     liquidation or winding up or (iii) the amount and character of the stock
     or other securities proposed to be issued or granted, the date of such
     proposed issuance or grant and the persons or class of persons to whom
     such stock or other securities ar to be offered, issued or granted.  Such
     notice shall be mailed at least thirty (30) days prior to the date therein
     specified.

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

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

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

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

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

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

                                        - 9 -
<PAGE>







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

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

              14.     REGISTRATION RIGHTS.

                      a.       Registration.  As soon as reasonably practicable
     after the date hereof, the Company will file a registration statement
     ("Registration Statement") with the Securities and Exchange Commission
     ("SEC") covering the Warrants and shares of Common Stock issuable upon
     conversion of the 1995 Debentures, the Senior Subordinated Debentures and
     the Preferred Stock, and upon exercise of the Warrants and the Laird
     Options as well as Common Stock owned by the Principals and issuable upon
     exercise of the Principals' Options (collectively "Registrable 
     Securities"), and will use its best efforts to cause the Registration
     Statement to become effective on or prior to the ninetieth day after such
     filing and to keep the Registration Statement effective for a period of
     seven years from the date it is declared effective by the SEC.

                      b.       Additional Terms.  Except as otherwise expressly
     stated herein, the following provisions shall be applicable to the
     Registration Statement:

                            (i)     The Company will use its best efforts to
              cause the Registration Statement to become effective as promptly
              as possible, and if any stop order shall be issued by the SEC in
              connection therewith to use its reasonable efforts to obtain the
              removal of such order.  Following the effective date of the
              Registration Statement, the Company shall, upon the request of
              the Holder, forthwith supply such reasonable number of copies of
              the Registration Statement, preliminary prospectus and prospectus
              meeting the requirements of the Act, and other documents
              necessary or incidental to a public offering of the Registrable
              Securities, as shall be reasonably requested by the Holder to
              permit the Holder to make a public distribution of its, his or
              her Registrable Securities.  The Company will use its reasonable
              efforts to qualify the Registrable Securities for sale in such
              states as the Holder of Registrable Securities shall reasonably
              request, provided that no such qualification will be required in
              any jurisdiction where, solely as a result thereof, the Company
              would be subject to service of general process or to taxation or
              qualification as a foreign corporation doing business in such

                                        - 10 -
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              jurisdiction.  The obligations of the Company hereunder with
              respect to the Holder's Registrable Securities are expressly
              conditioned on the Holder's furnishing to the Company such
              appropriate information concerning the Holder, the Holder's
              Registrable Securities and the terms of the Holder's offering of
              such Registrable Securities as the Company may reasonably
              request.

                           (ii)     The Company shall pay all expenses incurred
              in complying with the provisions of this Paragraph 14, including,
              without limitation, all registration and filing fees (including
              all expenses incident to filing with the National Association of
              Securities Dealers, Inc.), printing expenses, fees and
              disbursements of counsel to the Company, securities law and blue
              sky fees and expenses and the expenses of any regular and special
              audits incident to or required by any such registration.  All
              underwriting discounts and selling commissions applicable to the
              sales of the Registrable Securities, and any state or federal
              transfer taxes payable with respect to the sales of the
              Registrable Securities and all fees and disbursements of counsel
              for the Holder, if any, in each case arising in connection with
              registration of the Registrable Securities shall be payable by
              the Holder.

                          (iii)     In connection with the registration of the
              Registrable Securities pursuant to this Paragraph 14, the Company
              shall indemnify and hold harmless the Holder, its affiliates,
              officers, directors, partners, employees, agents and
              representatives, each person, if any, who controls the Holder
              within the meaning of the Securities Act of 1933, as amended (the
              "Securities Act"), or the Securities Exchange Act of 1934, as
              amended (the "Exchange Act"), and any person claiming by or
              through any of them (collectively, the "Indemnified Persons")
              from and against all losses, claims, damages, expenses or
              liabilities (or actions in respect thereof) arising out of or are
              based upon any untrue statement of any material fact contained in
              the Registration Statement or alleged untrue statement, under
              which such securities were registered under the Securities Act,
              any preliminary prospectus or final prospectus contained therein,
              or any amendment or supplement thereto, or arise out of or are
              based upon the omission to state therein a material fact required
              to be stated therein or necessary to make the statements made
              therein, in light of the circumstances under which they are made,
              not misleading, or any violation by the Company of the Securities
              Act, the Exchange Act or state securities or blue sky laws
              applicable to the Company and relating to action or inaction
              required of the Company in connection with such registration or
              qualification under such state securities or blue sky laws; and
              will reimburse the Indemnified Persons for any legal or any other
              expenses reasonably incurred by them in connection with
              investigating or defending any such loss, claim, damage,
              liability or action; PROVIDED, HOWEVER, that the Company will not

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<PAGE>







              be liable in any such case to any Indemnified Person to the
              extent that any such loss, claim, damage or liability arises out
              of or is based upon an untrue statement or omission made in the
              Registration Statement, said preliminary prospectus or said final
              prospectus or said amendment or supplement or any document
              incident thereto in reliance upon and in conformity with written
              information furnished to the Company by or on behalf of the
              Holder.

                           (iv)     The Holder will indemnify and hold harmless
              the Company and each person, if any, who controls the Company
              within the meaning of the Securities Act or the Exchange Act,
              each officer of the Company who signs the Registration Statement
              and each director of the Company from and against any and all
              such losses, claims, damages or liabilities arising from any
              untrue statement in, or omission from, the Registration
              Statement, any such preliminary or final prospectus, amendment,
              or supplement or document incident thereto if the statement or
              omission in respect of which such loss, claim, damage or
              liability is asserted was made in reliance upon and in conformity
              with information furnished in writing to the Company by or on
              behalf of the Holder for use in connection with the preparation
              of the Registration Statement or such prospectus or amendment or
              supplement thereof.

                            (v)     The reimbursements required by clauses
              (iii) and (iv) shall be made by periodic payments during the
              course of the investigation or defense as and when bills are
              received or expenses incurred; PROVIDED, HOWEVER, that to the
              extent that an indemnified party receives periodic payments for
              legal or other expenses during the course of an investigation or
              defense, and such party subsequently received payments for such
              expenses from any other parties to the proceeding, such payments
              shall be used by the indemnified party to reimburse the
              indemnifying party for such periodic payments.  Any party which
              proposes to assert the right to be indemnified under clause (iii)
              or (iv) will, promptly after receipt of notice of commencement of
              any action, suit or proceeding against such party in respect of
              which a claim is to be made against any indemnified party
              hereunder, notify each such indemnifying party of the
              commencement of such action, suit or proceeding, enclosing a copy
              of all papers served, but the failure to so notify such
              indemnifying party of any such action, suit or proceeding shall
              not relieve the indemnifying party from any obligation which it
              may have to any indemnified party hereunder unless and only to
              the extent that the indemnifying party is prejudiced by said lack
              of notice.  In case any such action, suit or proceeding shall be
              brought against any indemnified party and it shall notify the
              indemnifying party of the commencement thereof, the indemnifying
              party shall be entitled to participate in and, to the extent that
              it shall wish, jointly with any other indemnifying party
              similarly notified, to assume the defense thereof, with counsel

                                        - 12 -
<PAGE>







              satisfactory to such indemnified party, and after notice from the
              indemnifying party to such indemnified party of its election so
              to assume the defense thereof, the indemnifying party shall not
              be liable to such indemnified party for any legal or other
              expense, other than reasonable costs of investigation
              subsequently incurred by such indemnified party in connection
              with the defense thereof.  The indemnified party shall have the
              right to employ its own counsel in any such action, but the
              reasonable fees and expenses of such counsel shall be at the
              expense of such indemnified party, when and as incurred, unless
              (A) the employment of counsel by such indemnified party has been
              authorized by the indemnifying party, (B) the indemnified party
              has reasonably concluded (based on advice of counsel), that there
              may be legal defenses available to it that are different from or
              in addition to those available to the indemnifying party, (C) the
              indemnified party shall have reasonably concluded (based on
              advice of counsel) that there may be a conflict of interest
              between the indemnifying party and the indemnified party in the
              conduct of defense of such action (in which case the indemnifying
              party shall not have the right to direct the defense of such
              action on behalf of the indemnified party), or (D) the
              indemnifying party shall not in fact have employed counsel to
              assume the defense of such action within 15 days after receipt of
              notice of such action.  An indemnifying party shall not be liable
              for any settlement or any action or claim effected without its
              consent.

                           (vi)     If the indemnification provided for in this
              Paragraph 14 is unavailable to any indemnified party hereunder in
              respect of any losses, claims, damages, liabilities or expenses
              referred to therein, then the indemnifying party, in lieu of
              indemnifying such indemnified party, shall contribute to the
              amount paid or payable by such indemnified party as a result of
              such losses, claims, damages, liabilities or expenses in such
              proportion as is appropriate to reflect the relative fault of the
              indemnifying party and indemnified parties in connection with the
              actions that resulted in such losses, claims, damages,
              liabilities or expenses, as well as any other relevant equitable
              considerations.  The relative fault of such indemnifying party
              and indemnified parties shall be determined by reference to,
              among other things, whether any action in question, including any
              untrue or alleged untrue statement of a material fact or omission
              or alleged omission to state a material fact, has been made by,
              or relates to information supplied by, such indemnifying party or
              indemnified parties, and the parties' relative intent, knowledge,
              access to information and opportunity to correct or prevent such
              action.  The amount paid or payable by a party as a result of the
              losses, claims, damages, liabilities and expenses referred to
              above shall be deemed to include, subject to the limitations set
              forth herein, any legal or other fees or expenses reasonably
              incurred by such party in connection with any investigation or
              proceeding.

                                        - 13 -
<PAGE>







                          (vii)     The Company and the Holder agree that it
              would not be just and equitable if contribution pursuant to
              clause (vi) were determined by pro rata allocation or by any
              other method of allocation that does not take account of the
              equitable considerations referred to in the immediately preceding
              paragraph.  Notwithstanding any other provision hereof, in no
              event shall the contribution obligation of the Holder be greater
              in amount than the excess of (A) the dollar amount of proceeds
              received by the Holder upon the sale of the securities giving
              rise to such contribution obligation over (B) the dollar amount
              of any damages that the Holder has otherwise been required to pay
              by reason of the untrue or alleged untrue statement or omission
              or alleged omission giving rise to such obligation.  No person
              guilty of fraudulent misrepresentation (within the meaning of
              Section 11(f) of the Securities Act) shall be entitled to
              contribution from any person who was not guilty of such
              fraudulent misrepresentation.

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

                           (ix)     The Holder, upon receipt of notice from the
              Company that an event has occurred which requires a post-
              effective amendment to the Registration Statement or a supplement
              to the prospectus included therein, shall promptly discontinue
              the sale of his, her or its Registrable Securities until the
              Holder receives a copy of a supplemented or amended prospectus
              from the Company, which the Company shall provide as soon as
              practicable after such notice.

              15.     MAILING OF NOTICES, ETC.  All notices and other
     communications from the Company to the Holder of this Warrant shall be
     mailed by first-class certified mail, postage prepaid, to the address
     furnished to the Company in writing by the last Holder of this Warrant who
     shall have furnished an address to the Company in writing.

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

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






                                        - 14 -
<PAGE>







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

                                    LOGIMETRICS, INC.


                                    By:____________________
     Dated:  ___________, 1996

     Attest:











































                                        - 15 -
<PAGE>







                    [To be signed only upon exercise of Warrant]


     To LOGIMETRICS, INC.:

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


     Dated:


     _____________________

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

                                    Address:

                                                _____________________________


























                                        - 16 -
<PAGE>







                    [To be signed only upon transfer of Warrant]


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

     Dated:


     _______________________________            _______________________________

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

                                                Address: _____________________


     In the presence of


     ____________________________

























                                        - 17 -
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