EXHIBIT 10.41

                                LOGIMETRICS, INC.

              AMENDED AND RESTATED 1997 STOCK COMPENSATION PROGRAM


          A. Purposes.  This LogiMetrics,  Inc. 1997 Stock Compensation  Program
(the "Program") is intended to promote the interests of  LogiMetrics,  Inc. (the
"Company"),  its direct  and  indirect  present  and  future  subsidiaries  (the
"Subsidiaries"),  and its stockholders,  by providing  eligible persons with the
opportunity to acquire a proprietary  interest, or to increase their proprietary
interest,  in the  Company  as an  incentive  to  remain in the  service  of the
Company.

          B. Elements of the Program.  In order to maintain  flexibility  in the
award of benefits,  the Program is comprised of six parts -- the Incentive Stock
Option  Plan   ("Incentive   Plan"),   the   Supplemental   Stock   Option  Plan
("Supplemental  Plan"),  the Stock  Appreciation  Rights Plan ("SAR Plan"),  the
Performance Share Plan ("Performance  Share Plan"), the Stock Bonus Plan ("Stock
Bonus  Plan")  and the  Independent  Director  Plan (the  "Independent  Director
Plan"). Copies of the Incentive Plan,  Supplemental Plan, SAR Plan,  Performance
Share Plan,  Stock Bonus Plan and Independent  Director Plan are attached hereto
as Parts I, II, III, IV, V, and VI, respectively,  and are collectively referred
to herein as the  "Plans."  The grant of an option,  stock  appreciation  right,
performance  share, or stock bonus under one of the Plans shall not be construed
to prohibit the grant of an option, stock appreciation right, performance share,
or stock bonus under any of the other Plans.

          C. Applicability of General  Provisions.  Unless any Plan specifically
indicates to the contrary,  all Plans shall be subject to the General Provisions
of the Program set forth below under the heading  "General  Provisions  of Stock
Compensation Program."

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                GENERAL PROVISIONS OF STOCK COMPENSATION PROGRAM

          Article 1.  Administration.  The Program shall be  administered by the
Board of Directors of the Company (the "Board of Directors") or any duly created
committee appointed by the Board of Directors and charged with administration of
the Program.  The Board of  Directors,  or any duly  appointed  committee,  when
acting to administer the Program, is referred to as the "Program Administrator."
Any action of the Program  Administrator  shall be taken by  majority  vote at a
meeting or by unanimous  written  consent of all members  without a meeting.  No
Program  Administrator  or member of the Board of Directors  shall be liable for
any action or  determination  made in good faith with  respect to the Program or
with respect to any option,  stock  appreciation  right,  performance  share, or
stock bonus  granted  thereunder.  Notwithstanding  any other  provision  of the
Program,  administration of the Independent  Director Plan, set forth as Part VI
of this Program,  shall be  self-executing  in accordance  with the terms of the
Independent  Director  Plan,  and no Program  Administrator  shall  exercise any
discretionary   functions   with  respect  to  option  grants  made  under  such
Independent Director Plan.

          Article 2.  Authority of Program  Administrator.  Subject to the other
provisions  of this  Program,  and with a view to  effecting  its  purpose,  the
Program  Administrator  shall have the authority:  (a) to construe and interpret
the Program;  (b) to define the terms used herein; (c) to prescribe,  amend, and
rescind rules and regulations  relating to the Program; (d) to determine to whom
options, stock appreciation rights,  performance shares, and stock bonuses shall
be  granted  under  the  Program;  (e) to  determine  the time or times at which
options,  stock appreciation rights,  performance shares, or stock bonuses shall
be granted under the Program;  (f) to determine the number of shares  subject to
any discretionary  option or stock  appreciation right under the Program and the
number of shares to be awarded as performance  shares or stock bonuses under the
Program,  as well as the option  price and the  duration of each  option,  stock
appreciation  right,  performance share and stock bonus, and any other terms and
conditions of options, stock appreciation rights,  performance shares, and stock
bonuses; and (g) to make any other determinations necessary or advisable for the
administration  of the Program and to do everything  necessary or appropriate to
administer the Program.  All decisions,  determinations and interpretations made
by the Program Administrator shall be binding and conclusive on all participants
in the Program and on their legal representatives, heirs, and beneficiaries.

          Article  3.  Maximum  Number of Shares  Subject  to the  Program.  The
maximum aggregate number of shares of the Company's Common Stock, par value $.01
per share  ("Common  Stock"),  available  pursuant  to the  Program,  subject to
adjustment as provided in Article 6 hereof,  shall be 7,500,000 shares of Common
Stock.  Up to 7,350,000 of such shares may be issued under any Plan that is part
of the Program other than the  Independent  Director  Plan. Up to 150,000 shares
may be issued  under the  Independent  Director  Plan.  If any of the options or
stock appreciation  rights granted under the Program expire or terminate for any
reason before they have been exercised in full,  the unissued  shares subject to
those expired or terminated options and/or stock appreciation rights shall again
be  available  for the purposes of the Program.  If the  performance  objectives
associated with the grant of any performance  shares are not achieved within the
specified  performance  objective  period,  or if the  performance  share  grant

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terminates for any reason before the  performance  objective  date arrives,  the
shares of Common Stock  associated with such  performance  shares shall again be
available for the purposes of the Program.  If any stock provided to a recipient
as a stock bonus is  forfeited,  the shares of Common Stock so  forfeited  shall
again be  available  for  purposes of the  Program.  Any shares of Common  Stock
delivered  pursuant to the Program may  consist,  in whole or in part,  of newly
issued shares or treasury shares.

          Article 4. Eligibility and Participation. All employees of the Company
and the Subsidiaries, whether or not officers or directors of the Company or the
Subsidiaries,  all consultants of the Company and the  Subsidiaries,  whether or
not directors of the Company or the Subsidiaries, and all non-employee directors
of the Company  shall be  eligible  to  participate  in the  Program;  provided,
however,  that  (i)  only  employees  of the  Company  or the  Subsidiaries  may
participate  in the  Incentive  Plan,  and (ii) only  Independent  Directors (as
defined in the  Independent  Director Plan) may  participate in the  Independent
Director  Plan. The term  "employee"  shall include any person who has agreed to
become an employee and the term  "consultant"  shall  include any person who has
agreed to become a consultant.

          Article 5.  Effective  Date and Term of  Program.  The  Program  shall
become   effective  upon  its  adoption  by  the  Board  of  Directors  and  the
stockholders of the Company; provided, however, that awards may be granted under
the Program  prior to obtaining  stockholder  approval of the Program so long as
such awards are contingent upon such stockholder approval being obtained and may
not be exercised  prior to such  approval.  The Program shall continue in effect
for a term of ten years  from the date the  Program  is  adopted by the Board of
Directors unless sooner terminated by the Board of Directors.

          Article 6.  Adjustments.  Subject to the provisions of Articles 18 and
19, in the event that the outstanding  shares of Common Stock of the Company are
hereafter  increased,  decreased,  changed  into,  or exchanged  for a different
number  or  kind  of  shares  or  securities   through  merger,   consolidation,
combination,   exchange  of  shares,  other  reorganization,   recapitalization,
reclassification,  stock  dividend,  stock  split or  reverse  stock  split,  an
appropriate  and   proportionate   adjustment  shall  be  made  by  the  Program
Administrator  in the  maximum  number  and kind of shares as to which  options,
stock  appreciation  rights,  and  performance  shares may be granted  under the
Program.  A  corresponding  adjustment  changing  the  number  or kind of shares
allocated to unexercised options, stock appreciation rights,  performance shares
and stock  bonuses or portions  thereof,  which shall have been granted prior to
any such change,  shall  likewise be made.  Any such  adjustment in  outstanding
options  and  stock  appreciation  rights  shall be made  without  change in the
aggregate purchase price applicable to the unexercised  portion of the option or
stock  appreciation  right but with a corresponding  adjustment in the price for
each  share  or  other  unit of any  security  covered  by the  option  or stock
appreciation  right.  In making any  adjustment  pursuant to this Article 6, any
fractional shares shall be disregarded.

          Article 7.  Termination  and Amendment of Program.  No options,  stock
appreciation rights,  performance shares or stock bonuses shall be granted under
the Program after the termination of the Program. The Program  Administrator may
at any time  amend or revise  the  terms of the  Program  or of any  outstanding

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option, stock appreciation right,  performance share or stock bonus issued under
the Program,  provided,  however,  that any  stockholder  approval  necessary or
desirable in order to comply with Rule 16b-3 under the  Securities  Exchange Act
of 1934, as amended,  or with Section 422 of the Internal  Revenue Code of 1986,
as amended (the "Code") or other  applicable law or regulation shall be obtained
prior to the  effectiveness  of any such  amendment or revision.  No  amendment,
suspension or termination  of the Program or of any  outstanding  option,  stock
appreciation right,  performance share or stock bonus shall, without the consent
of the person who has received an option, stock appreciation right,  performance
share or stock bonus,  impair any of that person's  rights or obligations  under
any option,  stock appreciation right,  performance share or stock bonus granted
under the Program prior to such  amendment,  suspension or  termination  without
that person's written consent.

          Article 8. Privileges of Stock Ownership  Notwithstanding the exercise
of any options  granted  pursuant to the terms of the Program or the achievement
of any performance objective specified in any performance share granted pursuant
to the  terms  of the  Program,  no  person  shall  have  any of the  rights  or
privileges  of a  stockholder  of the  Company in respect of any shares of stock
issuable  upon the  exercise of his or her option or  achievement  of his or her
performance  objective  until  certificates  representing  the shares  have been
issued and  delivered.  No  adjustment  shall be made for dividends or any other
distributions  for which the record date is prior to the date on which any stock
certificate is issued pursuant to the Program.

          Article 9. Reservation of Shares of Common Stock. The Company,  during
the term of the  Program,  will at all times  reserve  and keep  available  such
number of shares of its  Common  Stock as shall be  sufficient  to  satisfy  the
requirements of the Program.

          Article  10.  Tax  Withholding.  The  exercise  of any  option,  stock
appreciation  right or performance share, and the grant of any stock bonus under
the Program, are subject to the condition that, if at any time the Company shall
determine, in its discretion,  that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or desirable
as a condition of, or in any connection  with,  such exercise or the delivery or
purchase of shares pursuant  thereto,  then, in such event,  the exercise of the
option, stock appreciation right or performance share or the grant of such stock
bonus or the elimination of the risk of forfeiture relating thereto shall not be
effective unless such  withholding tax or other  withholding  liabilities  shall
have been satisfied in a manner acceptable to the Company.

          Article 11. Employment;  Service as Director or Consultant. Nothing in
the Program gives to any person any right to continued  employment by or service
as a director of or consultant to the Company or the  Subsidiaries  or limits in
any way the right of the Company, the Subsidiaries or the Company's stockholders
at any time to terminate or alter the terms of that employment or service.

          Article 12.  Investment  Letter;  Restrictions  or  Obligation  of the
Company to Issue  Securities;  Restrictive  Legend.  Any person acquiring Common
Stock or other securities of the Company pursuant to the Program, as a condition
precedent to receiving  the shares of Common Stock or other  securities,  may be
required by the Program  Administrator to submit a letter to the Company stating

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that the  shares of Common  Stock or other  securities  are being  acquired  for
investment and not with a view to the  distribution  thereof.  The Company shall
not be obligated to sell or issue any shares of Common Stock or other securities
pursuant to the Program unless,  on the date of sale and issuance  thereof,  the
shares of Common  Stock or other  securities  are  either  registered  under the
Securities Act of 1933, as amended, and all applicable state securities laws, or
exempt  from  registration  thereunder.  All  shares of  Common  Stock and other
securities  issued  pursuant  to the  Program  shall bear a  restrictive  legend
summarizing the restrictions on transferability  applicable  thereto,  including
those imposed by federal and state securities laws.

          Article 13. Covenant Against  Competition.  The Program  Administrator
shall have the right to condition the award to an employee of any option,  stock
appreciation right, performance share, or stock bonus under the Program upon the
recipient's execution and delivery to the Company of an agreement not to compete
with  the  Company  during  the  recipient's  employment  and  for  such  period
thereafter as shall be determined  by the Program  Administrator.  Such covenant
against   competition   shall  be  in  a  form   satisfactory   to  the  Program
Administrator.

          Article 14. Rights Upon Termination.  If a recipient of an award under
the  Program  ceases to be a director  of the Company or to be employed by or to
provide  consulting  services to the Company or any Subsidiary (or a corporation
or a parent or subsidiary of such corporation issuing or assuming a stock option
in a transaction to which Section  424(a) of the Code applies),  as the case may
be,  for any  reason  other than  death or  disability,  then,  unless any other
provision of the Program provides for earlier termination:

          (a) subject to Article 21, all  options or stock  appreciation  rights
     (other than Naked  Rights)  shall  terminate  immediately  in the event the
     recipient's  service or employment is terminated for cause and in all other
     circumstances  may be exercised,  to the extent  exercisable on the date of
     termination,  until (i) three months after the date of  termination  in the
     case of grants under the Independent  Director Plan, and (ii) 30 days after
     the date of termination  in all other cases;  provided,  however,  that the
     Program  Administrator may, in its discretion,  allow such options or stock
     appreciation  rights  (other  than Naked  Rights) to be  exercised  (to the
     extent  exercisable  on the date of  termination)  at any time within three
     months after the date of termination;

          (b)  subject to  Section  5(b) of the SAR Plan,  all Naked  Rights not
     payable  on  the  date  of  termination  of  employment   shall   terminate
     immediately;

          (c) all performance  share awards shall terminate  immediately  unless
     the performance objectives have been achieved and the performance objective
     period has expired; and

          (d) all  stock  bonuses  which  are  subject  to  forfeiture  shall be
     forfeited as of the date of termination.

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          Article 15. Rights Upon Disability.  If a recipient  becomes disabled,
within the meaning of Section  22(e)(3) of the Code, while serving as a director
of the Company or while  employed  by or  rendering  consulting  services to the
Company or any  Subsidiary  (or a corporation  or a parent or subsidiary of such
corporation issuing or assuming a stock option in a transaction to which Section
424(a)  of the Code  applies),  as the  case  may be,  then,  unless  any  other
provision of the Program provides for earlier termination:

          (a) subject to Article 21, all  options or stock  appreciation  rights
     (other than Naked Rights) may be exercised,  to the extent  exercisable  on
     the date of  termination,  at any time  within  one year  after the date of
     termination due to disability;

          (b) all Naked Rights shall be fully paid by the Company as of the date
     of disability;

          (c) all performance share awards for which all performance  objectives
     have been  achieved  (other  than  continued  employment  or service on the
     Vesting Date) shall be paid in full by the Company;  all other  performance
     shares shall terminate immediately; and

          (d) all  stock  bonuses  which  are  subject  to  forfeiture  shall be
     forfeited as of the date of disability.

          Article 16. Rights Upon Death of Recipient.  If a recipient dies while
serving  as a  director  of  the  Company  or  while  employed  by or  rendering
consulting  services to the Company or any  Subsidiary  (or a  corporation  or a
parent or subsidiary of such corporation issuing or assuming a stock option in a
transaction to which Section  424(a) of the Code  applies),  as the case may be,
then,   unless  any  other  provision  of  the  Program   provides  for  earlier
termination:

          (a) subject to Article 21, all  options or stock  appreciation  rights
     (other than Naked Rights) may be exercised by the person or persons to whom
     the  recipient's  rights  shall pass by will or by the laws of descent  and
     distribution,  to the extent  exercisable on the date of death, at any time
     within one year after the date of death,  unless any other provision of the
     Program provides for earlier termination;

          (b) all Naked Rights shall be fully paid by the Company as of the date
     of death;

          (c) all performance share awards for which all performance  objectives
     have been  achieved  (other  than  continued  employment  or service on the
     Vesting Date) shall be paid in full by the Company;  all other  performance
     share awards shall terminate immediately; and

          (d) all  stock  bonuses  which  are  subject  to  forfeiture  shall be
     forfeited as of the date of death.

          Article 17.  Transferability.  Options and stock  appreciation  rights
granted under the Program may not be sold,  pledged,  assigned or transferred in

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any manner by the recipient otherwise than by will or by the laws of descent and
distribution  and shall be exercisable (a) during the recipient's  lifetime only
by the recipient  and (b) after the  recipient's  death only by the  recipient's
executor,  administrator or personal representative,  provided, however that (i)
the Program  Administrator  may permit the  recipient of a  non-incentive  stock
option under the Supplemental  Plan to transfer the option to a family member or
a trust created for the benefit of family members and (ii) recipients of options
under the Independent Director Plan may transfer such options to a family member
or a trust  created  for the  benefit of family  members.  In the case of such a
transfer,  the  transferee's  rights and obligations  with respect to the option
shall be determined by reference to the recipient and the recipient's rights and
obligations  with respect to the option had no transfer been made. The recipient
shall remain  obligated  pursuant to Articles 10 and 12 hereunder if required by
applicable law. Common Stock which represents either performance shares prior to
the satisfaction of the stated performance  objectives and the expiration of the
stated  performance  objective  periods or stock bonus  shares prior to the time
that they are no longer subject to risk of forfeiture may not be sold,  pledged,
assigned or transferred in any manner.

          Article 18.  Change in Control.  All options  granted  pursuant to the
Independent  Director  Plan  shall  become  immediately   exercisable  upon  the
occurrence  of a Change in Control  Event.  With  respect to other  awards,  the
Program  Administrator  shall have the authority to provide,  either at the time
any  option,  stock  appreciation  right,  performance  share or stock  bonus is
granted or thereafter,  that an option or stock  appreciation right shall become
fully  exercisable  upon the occurrence of a Change in Control Event or that all
restrictions, performance objectives, performance objective periods and risks of
forfeiture  pertaining to a  performance  share or stock bonus award shall lapse
upon the  occurrence  of a Change in Control  Event.  As used in the Program,  a
"Change in Control Event" shall be deemed to have occurred if:

          (a) any person,  firm or  corporation  (other  than  Charles S. Brand,
     members of his immediate family,  or any trust or other entity  established
     for the  benefit  of Mr.  Brand  and/or  members of his  immediate  family)
     acquires  directly or indirectly  the  Beneficial  Ownership (as defined in
     Section  13(d) of the  Securities  Exchange Act of 1934, as amended) of any
     voting security of the Company and, immediately after such acquisition, the
     acquirer has Beneficial Ownership of voting securities  representing 50% or
     more  of  the  total  voting  power  of  all  the  then-outstanding  voting
     securities of the Company;

          (b) the  individuals  who (i) as of the effective  date of the Program
     constitute  the  Board  of  Directors  (the  "Original  Directors"),   (ii)
     thereafter  are  elected to the Board of  Directors  and whose  election or
     nomination for election to the Board of Directors was approved by a vote of
     at least 2/3 of the Original Directors then still in office (such Directors
     being called "Additional Original Directors"),  or (iii) are elected to the
     Board of Directors  and whose  election or  nomination  for election to the
     Board of  Directors  was approved by a vote of at least 2/3 of the Original
     Directors and Additional Original Directors then still in office, cease for
     any  reason  to  constitute  a  majority  of the  members  of the  Board of
     Directors;

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          (c)  the   stockholders   of  the  Company  shall  approve  a  merger,
     consolidation,  recapitalization,  or  reorganization of the Company or the
     Company shall  consummate any such  transaction if stockholder  approval is
     not sought or obtained,  other than any such transaction which would result
     in holders of  outstanding  voting  securities  of the Company  immediately
     prior to the transaction having Beneficial Ownership of at least 50% of the
     total voting power  represented  by the voting  securities of the surviving
     entity  outstanding  immediately  after such  transaction,  with the voting
     power of each such  continuing  holder  relative  to such other  continuing
     holders being not altered substantially in the transaction; or

          (d) the  stockholders  of the Company shall approve a plan of complete
     liquidation  of the Company or an agreement for the sale or  disposition by
     the Company of all or a substantial  portion of the Company's assets (i.e.,
     50% or more in value of the total assets of the Company).

          Article  19.  Mandatory  Exercise.   Upon  the  occurrence  of  or  in
anticipation of a contemplated  Change in Control Event,  the Company may give a
holder of an option or stock  appreciation  right written notice  requiring such
person either (a) to exercise within a period of time established by the Company
after  receipt of the notice  each  option and stock  appreciation  right to the
fullest extent  exercisable at the end of that period,  or (b) to surrender such
option or stock  appreciation  right or any  unexercised  portion  thereof.  Any
portion of such  option or stock  appreciation  right  which shall not have been
exercised in  accordance  with the  provisions of the Program by the end of such
period  shall  automatically  lapse  irrevocably  and the  holder  shall have no
further rights thereunder.

          Article 20.  Method of Exercise.  Any holder of an option may exercise
his or her  option  from time to time by giving  written  notice  thereof to the
Company at its principal office, together with payment in full for the shares of
Common Stock to be  purchased.  The date of such  exercise  shall be the date on
which the Company  receives  such notice.  Such notice shall state the number of
shares to be  purchased.  The purchase  price of any shares  purchased  upon the
exercise of any option granted  pursuant to the Program shall be paid in full at
the time of exercise of the option by certified or bank cashier's  check payable
to the order of the Company or, if  permitted by the Program  Administrator,  by
shares of Common  Stock  which have been held by the  optionee  for at least six
months,  or by a  combination  of checks and such  shares of Common  Stock.  The
Program  Administrator  may, in its sole discretion,  permit an optionee to make
"cashless exercise" arrangements, to the extent permitted by applicable law, and
may require optionees to utilize the services of a single broker selected by the
Program Administrator in connection with any cashless exercise. No option may be
exercised  for a  fraction  of a share of Common  Stock.  If any  portion of the
purchase  price is paid in shares of Common Stock,  those shares shall be valued
at their then Fair Market Value as  determined by the Program  Administrator  in
accordance with Section 4 of the Incentive Plan.

          Article 21.  Limitation.  Notwithstanding  any other  provision of the
Program,  (a) no option may be granted  pursuant  to the  Program  more than ten
years after the date on which the Program was adopted by the Board of Directors,
and (b) any  option  granted  under the  Program  shall,  by its  terms,  not be

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exercisable more than ten years after the date of grant; provided, however, that
any option granted under the Independent  Director Plan shall, by its terms, not
be exercisable more than five years after the date of grant.

          Article  22.  Sunday or  Holiday.  In the event  that the time for the
performance  of any  action or the  giving of any notice is called for under the
Program  within  a period  of time  which  ends or  falls  on a Sunday  or legal
holiday,  such period  shall be deemed to end or fall on the next day  following
such Sunday or legal holiday which is not a Sunday or legal holiday.

          Article  23.  Governing  Law.  The  Program  shall be  governed by and
construed in accordance with the laws of the State of Delaware.

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                                     PLAN I

                                LOGIMETRICS, INC.

                           INCENTIVE STOCK OPTION PLAN


          Section 1. General. This LogiMetrics, Inc. Incentive Stock Option Plan
("Incentive Plan") is Part I of the Company's Program.  The Company intends that
options  granted  pursuant to the  provisions of the Incentive Plan will qualify
and will be  identified  as  "incentive  stock  options"  within the  meaning of
Section 422 of the Code.  Unless any provision herein indicates to the contrary,
the Incentive Plan shall be subject to the General Provisions of the Program.

          Section 2. Terms and Conditions.  The Program  Administrator may grant
incentive  stock options to any person  eligible  under Article 4 of the General
Provisions. The terms and conditions of options granted under the Incentive Plan
may  differ  from  one  another  as  the  Program  Administrator  shall,  in its
discretion,  determine,  as long as all options granted under the Incentive Plan
satisfy the requirements of the Incentive Plan.

          Section 3. Duration of Options.  Each option and all rights thereunder
granted  pursuant to the terms of the  Incentive  Plan shall  expire on the date
determined  by the  Program  Administrator,  but in no event  shall  any  option
granted  under the  Incentive  Plan expire later than ten years from the date on
which the option is granted.  Notwithstanding the foregoing,  any option granted
under the  Incentive  Plan to any person who owns more than 10% of the  combined
voting power of all classes of stock of the Company or a Subsidiary shall expire
no later than five years from the date on which the option is granted.

          Section 4. Purchase Price. The option price with respect to any option
granted  pursuant to the  Incentive  Plan shall not be less than the Fair Market
Value of the  shares on the date of the  grant of the  option;  except  that the
option price with respect to any option  granted  pursuant to the Incentive Plan
to any person who owns more than 10% of the combined voting power of all classes
of stock of the Company  shall not be less than 110% of the Fair Market Value of
the shares on the date the option is granted. "Fair Market Value" shall mean the
fair  market  value of the Common  Stock on the date of grant or other  relevant
date.  If on such date the  Common  Stock is listed  on a stock  exchange  or is
quoted on the automated  quotation system of NASDAQ, the Fair Market Value shall
be the closing sale price (or if such price is  unavailable,  the average of the
high bid price and the low asked  price) on such date.  If no such  closing sale
price or bid and asked  prices are  available,  the Fair  Market  Value shall be
determined  in good  faith  by the  Program  Administrator  in  accordance  with
generally  accepted  valuation  principles and such other factors as the Program
Administrator reasonably deems relevant.

          Section  5.  Maximum  Amount of  Options  in Any  Calendar  Year.  The
aggregate Fair Market Value of the Common Stock with respect to which  incentive
stock  options are  exercisable  for the first time by any  employee  during any

<PAGE>

calendar  year (under the terms of the Incentive  Plan and all  incentive  stock
option plans of the Company and the Subsidiaries) shall not exceed $100,000.

          Section 6.  Exercise  of  Options.  Unless  otherwise  provided by the
Program Administrator at the time of grant or unless the installment  provisions
set forth  herein are  subsequently  accelerated  pursuant  to Article 18 of the
General Provisions of the Program or otherwise by the Program Administrator with
respect  to any one or more  previously  granted  options,  options  may only be
exercised to the following extent during the following periods of employment:

                                                           Maximum Percentage of
                                                            Shares Covered by
                  Period Following                          Option Which May be
                   Date of Grant                                Purchased

     Less than 12 months                                            0%
     12 months or more and less than 24 months                     25%
     24 months or more and less than 36 months                     50%
     36 months or more and less than 48 months                     75%
     48 months or more                                            100%


<PAGE>

                                     PLAN II

                                LOGIMETRICS, INC.

                         SUPPLEMENTAL STOCK OPTION PLAN

          Section 1. General.  This LogiMetrics,  Inc. Supplemental Stock Option
Plan  ("Supplemental  Plan") is Part II of the  Company's  Program.  Any  option
granted pursuant to the Supplemental Plan shall not be an incentive stock option
as defined in Section 422 of the Code.  Unless any provision herein indicates to
the contrary,  this Supplemental Plan shall be subject to the General Provisions
of the Program.

          Section 2. Terms and Conditions.  The Program  Administrator may grant
supplemental stock options to any person eligible under Article 4 of the General
Provisions.  The terms and conditions of options granted under the  Supplemental
Plan may differ  from one  another as the Program  Administrator  shall,  in its
discretion,  determine,  as long as all options  granted under the  Supplemental
Plan satisfy the requirements of the Supplemental Plan.

          Section 3. Duration of Options.  Each option and all rights thereunder
granted pursuant to the terms of the Supplemental  Plan shall expire on the date
determined  by the  Program  Administrator,  but in no event  shall  any  option
granted under the Supplemental Plan expire later than ten years from the date on
which the option is granted.

          Section 4. Purchase Price. The option price with respect to any option
granted  pursuant to the  Supplemental  Plan shall be  determined by the Program
Administrator at the time of grant.

          Section 5.  Exercise  of  Options.  Unless  otherwise  provided by the
Program Administrator at the time of grant, or unless the installment provisions
set forth  herein are  subsequently  accelerated  pursuant  to Article 18 of the
General  Provisions  of the Program or otherwise  by the Program  Administrator,
with respect to any one or more previously granted options,  options may only be
exercised to the following extent during the following  periods of employment or
service:


                                                          Maximum Percentage of
                                                            Shares Covered by
                 Period Following                          Option Which May be
                  Date of Grant                                Purchased

           Less than 12 months                                     0%
           12 months or more and less than 24 months              25%
           24 months or more and less than 36 months              50%
           36 months or more and less than 48 months              75%
           48 months or more                                     100%

<PAGE>

                                    PLAN III

                                LOGIMETRICS, INC.

                         STOCK APPRECIATION RIGHTS PLAN


          Section 1. General.  This LogiMetrics,  Inc. Stock Appreciation Rights
Plan ("SAR Plan") is Part III of the Company's Program.

          Section 2. Terms and Conditions.  The Program  Administrator may grant
stock appreciation  rights to any person eligible under Article 4 of the General
Provisions.  Stock  appreciation  rights  may be granted  either in tandem  with
incentive stock options or supplemental  stock options as described in Section 4
of the SAR Plan, or as naked stock appreciation rights as described in Section 5
of the SAR Plan.

          Section  3.  Mode  of  Payment.  At  the  discretion  of  the  Program
Administrator, payments to recipients upon exercise of stock appreciation rights
may be made in (a) cash by bank check,  (b) shares of Common Stock having a Fair
Market Value  (determined  in the manner  provided in Section 4 of the Incentive
Plan)  equal to the  amount  of the  payment,  (c) a note in the  amount  of the
payment containing such terms as are approved by the Program  Administrator,  or
(d) any combination of the foregoing in an aggregate  amount equal to the amount
of the payment.

          Section 4.  Stock  Appreciation  Rights in Tandem  with  Incentive  or
Supplemental  Stock  Options.  A SAR granted in tandem with an  incentive  stock
option or a  supplemental  stock  option  (each,  an  "Option")  shall be on the
following terms and conditions:

          (a) Each SAR shall relate to a specific Option or portion of an Option
     granted under the Incentive Plan or the Supplemental  Plan, as the case may
     be, and may be granted by the Program  Administrator  at the same time that
     the Option is granted  or at any time  thereafter  prior to the last day on
     which the Option may be exercised.

          (b) A SAR shall entitle a recipient,  upon  surrender of the unexpired
     related Option, or a portion thereof, to receive from the Company an amount
     equal to the excess of (i) the Fair Market Value  (determined in accordance
     with Section 4 of the  Incentive  Plan) of the shares of Common Stock which
     the recipient would have been entitled to purchase on that date pursuant to
     the  portion of the  Option  surrendered,  over (ii) the  amount  which the
     recipient  would have been  required  to pay to  purchase  such shares upon
     exercise of such Option.

          (c) A SAR shall be  exercisable  only for the same number of shares of
     Common  Stock,  and  only at the  same  times,  as the  Option  to which it
     relates.  SARs shall be subject to such other terms and  conditions  as the
     Program Administrator may specify.

<PAGE>

          (d) A SAR shall lapse at such time as the related  Option is exercised
     or lapses pursuant to the terms of the Program. On exercise of the SAR, the
     related Option shall lapse as to the number of shares exercised.

          Section  5.  Naked  Stock  Appreciation  Rights.  SARs  granted by the
Program  Administrator as naked stock appreciation rights ("Naked Rights") shall
be subject to the following terms and conditions:

          (a) The Program Administrator may award Naked Rights to recipients for
     periods not exceeding ten years. Each Naked Right shall represent the right
     to receive the excess of (i) the Fair  Market  Value of one share of Common
     Stock  (determined in accordance  with Section 4 of the Incentive  Plan) on
     the date of exercise of the Naked Right, over (ii) the Fair Market Value of
     one share of Common Stock  (determined in accordance  with Section 4 of the
     Incentive Plan) on the date the Naked Right was awarded to the recipient.

          (b) Unless otherwise provided by the Program Administrator at the time
     of  award or  unless  the  installment  provisions  set  forth  herein  are
     subsequently  accelerated  pursuant to Article 18 of the General Provisions
     of the Program or  otherwise by the Program  Administrator  with respect to
     any one or more previously  granted Naked Rights,  Naked Rights may only be
     exercised  to  the  following  extent  during  the  following   periods  of
     employment or service:


                                                         Maximum Percentage of
                                                           Naked Rights Which
                                                            May be Purchased
             Period Following
              Date of Grant

     Less than 12 months                                            0%
     12 months or more and less than 24 months                     25%
     24 months or more and less than 36 months                     50%
     36 months or more and less than 48 months                     75%
     48 months or more                                            100%


          (c) The Naked Rights  solely  measure and  determine the amounts to be
     paid to recipients upon exercise as provided in Section 5(a).  Naked Rights
     do not represent  Common Stock or any right to receive  Common  Stock.  The
     Company  shall not hold in trust or otherwise  segregate  amounts which may
     become  payable to recipients of Naked Rights;  such funds shall be part of
     the general funds of the Company. Naked Rights shall constitute an unfunded
     contingent promise to make future payments to the recipient.

<PAGE>

                                     PLAN IV

                                LOGIMETRICS, INC.

                             PERFORMANCE SHARE PLAN

          Section 1. General.  This  LogiMetrics,  Inc.  Performance  Share Plan
("Performance  Share  Plan") is Part IV of the  Company's  Program.  Unless  any
provision herein indicates to the contrary,  the Performance Share Plan shall be
subject to the General Provisions of the Program.

          Section 2. Terms and Conditions.  The Program  Administrator may grant
performance  shares  to any  person  eligible  under  Article  4 of the  General
Provisions. Each performance share grant shall confer upon the recipient thereof
the right to receive a specified number of shares of Common Stock of the Company
contingent upon the  achievement of specified  performance  objectives  within a
specified  performance  objective  period  including,  but not  limited  to, the
recipient's  continued  employment or service as a consultant through the period
set forth in Section 5 of this  Performance  Share Plan. At the time of an award
of a performance share, the Program  Administrator shall specify the performance
objectives,  the  performance  objective  period or  periods  and the  period of
duration of the performance  share grant.  Any performance  shares granted under
this Plan shall  constitute an unfunded  promise to make future  payments to the
affected person upon the completion of specified conditions.

          Section  3.  Mode  of  Payment.  At  the  discretion  of  the  Program
Administrator,  payments  of  performance  shares  may be made in (a)  shares of
Common  Stock,  (b) a  check  in an  amount  equal  to  the  Fair  Market  Value
(determined  in the manner  provided in Section 4 of the Incentive  Plan) of the
shares of Common Stock to which the performance share award relates,  (c) a note
in the amount  specified  above in  Section  3(b)  containing  such terms as are
approved by the Program  Administrator,  or (d) any combination of the foregoing
in the aggregate amount equal to the amount specified above in Section 3(b).

          Section 4. Performance  Objective  Period.  The duration of the period
within which to achieve the  performance  objectives  shall be determined by the
Program  Administrator.  The  period may not be less than one year nor more than
ten years  from the date that the  performance  share is  granted.  The  Program
Administrator shall determine whether performance  objectives have been met with
respect to each applicable  performance  objective  period.  Such  determination
shall be made promptly after the end of each  applicable  performance  objective
period,  but in no event  later  than 90 days  after the end of each  applicable
performance  objective period. All  determinations by the Program  Administrator
with  respect  to the  achievement  of  performance  objectives  shall be final,
binding on and conclusive with respect to each recipient.

          Section 5. Vesting of Performance Shares. Unless otherwise provided by
the  Program  Administrator  at the time of  grant,  or unless  the  installment
provisions set forth herein are subsequently  accelerated pursuant to Article 18
of  the  General   Provisions  of  the  Program  or  otherwise  by  the  Program
Administrator,  with respect to any one or more previously  granted  performance
shares, the Company shall pay to the recipient on the date set forth in Column 1
below ("Vesting Date") the percentage of the recipient's performance share award
set forth in Column 2 below.

                          Column 1                              Column 2
                        Vesting Date                           Percentage

                  1 year from Date of Grant                        25%
                  2 years from Date of Grant                       25%
                  3 years from Date of Grant                       25%
                  4 years from Date of Grant                       25%

<PAGE>

                                     PLAN V

                                LOGIMETRICS, INC.

                                STOCK BONUS PLAN


          Section 1. General.  This  LogiMetrics,  Inc. Stock Bonus Plan ("Stock
Bonus Plan") is Part V of the Company's  Program.  Unless any  provision  herein
indicates to the contrary,  the Stock Bonus Plan shall be subject to the General
Provisions of the Program.

          Section 2. Terms and Conditions.  The Program  Administrator may grant
bonuses  in the form of shares  of Common  Stock to any  person  eligible  under
Article 4 of the General Provisions. Each such stock bonus shall be forfeited by
the  recipient in the event that the  recipient's  employment by or service as a
director or consultant to the Company or any  Subsidiary  terminates  within the
time periods specified in Section 3 of the Stock Bonus Plan or within such other
time period as the Program  Administrator also may provide at the time of grant.
The Program  Administrator also may provide at the time of grant that the Common
Stock  subject to the stock bonus shall be forfeited by the  recipient  upon the
occurrence of other events.

          Section 3. Forfeiture of Bonus Shares.  Unless  otherwise  provided by
the  Program  Administrator  at the time of  grant,  or unless  the  installment
provisions set forth herein are subsequently  accelerated pursuant to Article 18
of  the  General   Provisions  of  the  Program  or  otherwise  by  the  Program
Administrator  with respect to any one or more previously  granted bonus shares,
the percentage set forth in Column 2 below of shares of Common Stock issued as a
stock  bonus  shall be  forfeited  and  transferred  back to the  Company by the
recipient  without  payment  of  any  consideration  from  the  Company  if  the
recipient's  employment by or service as a director or consultant to the Company
or any Subsidiary is terminated for any reason during the time periods specified
in Column 1 below:

                       Column 1                                Column 2
                Employment or Service                    Percentage of Bonus
                  Terminated Within                 Shares Which are Forfeitable

              First 12 months after grant                        100%
              First 24 months after grant                         75%
              First 36 months after grant                         50%
              First 48 months after grant                         25%
              Beyond 48 months after grant                         0%


          Section 4. Rights as a Stockholder;  Stock  Certificates.  A recipient
shall have rights as a  stockholder  with  respect to any shares of Common Stock
received as a stock bonus represented by a stock certificate  issued in his name
even  though  all or a  portion  of such  shares  remains  subject  to a risk of
forfeiture  hereunder,  except that shares  subject to  forfeiture  shall not be

<PAGE>

transferable.  Stock certificates  representing such shares which remain subject
to forfeiture  together with a related stock power shall be held by the Company,
and shall be canceled  and  returned  to the  Company's  treasury if  thereafter
forfeited.  Stock certificates  representing such shares which are vested and no
longer subject to forfeiture shall be delivered to the recipient.

<PAGE>

                                     PLAN VI

                                LOGIMETRICS, INC.

                            INDEPENDENT DIRECTOR PLAN


          Section 1. General.  This LogiMetrics,  Inc. Independent Director Plan
("Independent  Director Plan") is Part VI of the Company's  Program.  Any option
granted  pursuant to this  Independent  Director  Plan shall not be an incentive
stock option as defined in Section 422 of the Code.  Unless any provision herein
indicates to the contrary,  this  Independent  Director Plan shall be subject to
the General Provisions of the Program.

          Section 2. Terms and Conditions.  Every year on the earlier of (i) the
date of the  Company's  annual  meeting  of  stockholders,  and (ii) June 1, the
Company shall grant to each Independent Director (as defined below) elected as a
director at such annual  meeting (or nominated for election as a director by the
Board of Directors or any  nominating  committee  thereof in the event that such
annual  meeting does not occur prior to June 1), or, in the event that the Board
of  Directors  is divided into two or more  classes,  continuing  or expected to
continue to serve as a director of the Company following such annual meeting, an
option to purchase  5,000  shares of Common  Stock.  As used in the  Independent
Director Plan, the term "Independent  Director" means any member of the Board of
Directors  who,  as of the  relevant  date  of  determination,  has  not  been a
full-time  employee of the Company or any  Subsidiary for at least twelve months
preceding such date.

          Section 3. Duration of Options.  Each option and all rights thereunder
granted pursuant to the terms of the Independent Director Plan shall expire five
years from the date on which the option is  granted.  In  addition,  each option
shall be subject to early  termination as provided in the  Independent  Director
Plan.

          Section 4. Purchase Price. The option price with respect to any option
granted pursuant to the Independent Director Plan shall be the Fair Market Value
(determined in accordance with Section 4 of the Incentive Plan) of the shares of
Common Stock to which the option relates.

          Section 5. Exercise of Options.

          (a) Options granted under the  Independent  Director Plan shall become
fully  exercisable as to 100% of the shares of Common Stock covered  thereby one
year after the date of grant, subject to acceleration as set forth in Article 18
of the General Provisions of Stock Compensation Program.

          (b) Except as provided in the General Provisions of Stock Compensation
Program, no option may be exercised unless the holder thereof is then a director
of the Company.

<PAGE>

          (c)  Other  than  as  provided  in the  General  Provisions  of  Stock
Compensation Program,  options granted under the Independent Director Plan shall
not be  affected  by any  change  of duties or  position  so long as the  holder
continues to be a director of the Company.