SETTLEMENT AND OPTION AGREEMENT


                      Agreement made as  of this 14th day of September, 1996, by
     and between  RICHARD K.  LAIRD, having  an address  of 1831 Celeste  Drive,
     Wall,  New  Jersey  07719   (hereinafter  referred  to  as   "Laird"),  and
     LOGIMETRICS, INC., a corporation organized  and existing under the  laws of
     the  State  of  Delaware,  having  an  address  of  121-03  Dupont  Street,
     Plainview, New York 11803 (hereinafter referred to as "LogiMetrics").

                                 W I T N E S S E T H:

                      WHEREAS, Laird and LogiMetrics  entered into that  certain
     Employment  Agreement,   effective  as  of   March  7,  1996   ("Employment
     Agreement"); and

                      WHEREAS,  pursuant   to  the   terms  of  the   Employment
     Agreement,  Laird received a one-time  signing bonus of $200,000 ("Bonus");
     and

                      WHEREAS,  pursuant   to  the   terms  of   the  Employment
     Agreement,  Laird received  stock options  to purchase  1,000,000 shares of
     Common Stock of  LogiMetrics in accordance  with the  vesting schedule  set
     forth in the Employment Agreement; and

                      WHEREAS,   at  or   about  the   commencement  of  Laird's
     employment with  LogiMetrics,  Laird purchased  one  unit  for the  sum  of
     $50,000 consisting  of one  share of  $50,000 stated  value 12%  Cumulative
     Convertible  Redeemable  Preferred Stock  of  LogiMetrics  (the  "Preferred
     Stock") accompanied by one  (1) seven year Series D warrant (the "Warrant")
     to  purchase 94,340 shares  of Common  Stock of  LogiMetrics at a  price of
     $0.01  per share,  which Preferred Stock  and Warrant and  other rights and
     benefits deriving  therefrom shall be  referred to  collectively herein  as
     the "Unit"; and

                      WHEREAS, on May 30, 1996, Laird  terminated his employment
     relationship  with  LogiMetrics, claiming  "Good  Reason" as  that  term is
     defined  in the  Employment Agreement,  resigning  as Chairman,  President,
     Chief Executive Officer and Director of LogiMetrics; and

                      WHEREAS, LogiMetrics  is neither  admitting nor  conceding
     that Laird's  termination of employment  was either in  accordance with the
     terms of the Employment Agreement or was for "Good  Reason" as that term is
     defined in the Employment Agreement; and

                      WHEREAS, the parties  are desirous of settling  any claims
     or disputes that may arise  out of Laird's relationship with LogiMetrics or
     the termination  thereof, consistent with  the terms and  the conditions of
     this Agreement;

                      NOW, THEREFORE, in  consideration of  the mutual  promises
     and  covenants  contained   herein,  and  for  other   good  and   valuable
     consideration,   the  receipt   and  sufficiency   of   which  are   hereby
     acknowledged, it is agreed as follows:
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                      1.       SIGNING BONUS - Laird shall retain the Bonus.

                      2.       UNIT OWNERSHIP - Laird shall retain the Unit. 

                      3.       STOCK OPTION GRANTS 

                               (a)  NUMBER OF SHARES - Of the stock options  for
     the purchase of 1,000,000  shares of Common Stock of LogiMetrics granted to
     Laird pursuant to  Article 7(d) of  the Employment  Agreement, Laird  shall
     retain the  right to  exercise stock  options to  purchase 125,000  shares,
     which  vested  immediately  upon  the  effective  date  of  the  Employment
     Agreement ("Original  Options").   In addition,  LogiMetrics hereby  grants
     Laird  stock  options  ("Additional Options")  to  purchase  an  additional
     100,000  shares  of   Common  Stock   of  LogiMetrics,  which   shall  vest
     immediately.   The  Original  Options and  the  Additional Options  for the
     purchase of  a  total of  225,000 shares  of  Common Stock  in  LogiMetrics
     (hereinafter collectively  referred to as  "Options") shall be  exercisable
     by  Laird or his personal  representative at Forty  Cents ($0.40) per share
     in accordance with  the terms hereof.  All  other stock options referred to
     in the Employment Agreement are hereby canceled.

                               (b) DURATION  OF STOCK OPTIONS -  The Options for
     the purchase of 225,000  shares of Common Stock of  LogiMetrics referred to
     in  subparagraph   (a)  must  be   exercised  by  Laird   or  his  personal
     representative  on or  before  5  P.M. New  York  City  time on  the  third
     anniversary date  of the  execution of this  Agreement by  the last of  the
     parties hereto (the "Effective Date").

                               (c)  PAYMENT  OF  EXERCISE  PRICE  OF  OPTIONS  -
     Payments for the exercise of any of the Options must be:

                                       (i) In cash;

                                       (ii)  By  certified,  bank  or  cashier's
     check;

                                       (iii)  By  surrender of  other  shares of
     Common Stock of LogiMetrics which have a fair  market value (which shall be
     determined by the  weighted average closing  sales price  on the  principal
     exchange  or system on which the shares of  Common Stock are then listed or
     quoted  for  the last  three  (3) consecutive  days  the  stock was  traded
     preceding  the  exercise date)  on  the  date  of surrender  equal  to  the
     exercise prices of  the shares as to  which the Option is  being exercised;
     or

                                   (iv) By conversion of Options into shares  by
     surrender of  Options representing a specified  number of  shares whereupon
     Laird shall be entitled to receive the  number of shares ("Y") equal to the
     quotient obtained by dividing ((A-B)(X)) by A, where:




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                                       A = the  fair market value as  defined in
     paragraph  (iii)  above of  one  share  of  Common  Stock on  the  date  of
     conversion;

                                       B  = the  exercise price,  as adjusted to
     the date of exercise in accordance with  the terms hereof, of one share  of
     Common Stock under Option; and 

                                       X = the number of shares  of Common Stock
     issuable  upon  exercise of  the Option  represented  by the  option  for a
     specific  number  of  shares  of  Common  Stock  being  surrendered  as  if
     exercised  for cash (if the above calculation results in a negative number,
     then  no  shares  shall be  issued  or  issuable  upon  conversion of  this
     Option).

                      (d) PARTIAL  EXERCISE OF OPTIONS  PERMITTED - The  Options
     granted to  Laird hereunder may  be exercised  in whole or  in part at  any
     time  and from time  to time until the  third anniversary  of the Effective
     Date.  Each partial exercise of  the Option shall be for not  less that One
     Thousand (1,000)  shares or the remaining  number of shares subject  to the
     Option if less, and shall be for whole shares only.

                      (e) HOW  OPTIONS  MAY  BE  EXERCISED  -    The  option  is
     exercisable  by  a   written  notice  signed  by  Laird  and  delivered  to
     LogiMetrics  at 121-03 DuPont Street, Plainview,  New York 11803, attention
     of the Office  of the President,  signifying Laird's  election to  exercise
     the Option.  The notice must state  the number of shares of Common Stock as
     to which the  Option is being exercised, must  contain a statement by Laird
     (in a form acceptable to  LogiMetrics) that such shares are  being acquired
     by Laird for investment and not with  a present view to their  distribution
     or resale  and must be accompanied  by payment as provided  in subparagraph
     (c)  hereof.  If  a notice  of the  exercise of  the Option  is given  by a
     person or persons other than Laird, LogiMetrics may require as  a condition
     to  the  exercise  of  the   Option,  the  submission  to   LogiMetrics  of
     appropriate proof of  the right of such  person or persons to  exercise the
     Option.   Certificates  for shares  of Common  Stock so  purchased  will be
     issued as  soon  as  practicable.    LogiMetrics,  however,  shall  not  be
     required to  issue or  deliver a certificate  for any  shares until it  has
     complied with all  requirements of the Securities Act  of 1933, as amended,
     the Securities Exchange Act  of 1934,  as amended, the  rules of any  stock
     exchange or quotation system  on which LogiMetrics Common Stock may then be
     listed  or  authorized for  inclusion  and  all  applicable  state laws  in
     connection with the issuance or sale of such shares  or the listing of such
     shares on said  Exchange.  Until the  issuance of the certificate  for such
     shares, neither Laird nor  such other person as may be entitled to exercise
     this  Option shall have  the rights  of a  stockholder with respect  to the
     shares subject to the Options.

                      (f) NON-TRANSFERABILITY  OF  OPTIONS -  The Options  shall
     not be transferable except  by Will or the laws of descent  or distribution
     and may be exercised during Laird's lifetime only by Laird.


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                      (g) ADJUSTMENTS  UPON CHANGE  IN CAPITALIZATION  - In  the
     event that the number  of issued and outstanding shares of Common  Stock is
     hereafter  increased  without  receipt  of   consideration  by  LogiMetrics
     (provided,  however,  that  conversion of  any  convertible  securities  of
     LogiMetrics  shall  not   be  deemed  to  have  been  "without  receipt  of
     consideration")  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 LogiMetrics  in
     the number and kind  of shares as to which any unexercised Options are then
     exercisable.  Any  such adjustments  shall be  made without  change in  the
     aggregate purchase price applicable to  the unexercised Options but  with a
     corresponding adjustment in the  price for each share or other unit  of any
     security covered  by the  Options.   In making any  adjustment pursuant  to
     this subparagraph (g), any fractional shares shall be disregarded.

                      (h) REGISTRATION OF  OFFER AND SALE  OF SHARES  -  In  the
     event  that any of  LogiMetrics shares  of stock  or other equity  shall be
     registered  with the  Securities and Exchange  Commission under  either the
     Securities Act of 1933, as amended, or  the Securities and Exchange Act  of
     1934, as  amended, or any  other similar legislation,  LogiMetrics will use
     its best efforts to  register the shares of stock of LogiMetrics  issued to
     or to  be issued  to Laird pursuant  to the  Options at  no cost to  Laird;
     provided,  however,  that  Laird  shall  pay  all  commissions  or  similar
     expenses attributable to the  sale of his shares  of Common Stock.   In the
     event that  Laird  elects to  retain the  services of  any professional  to
     review any registration by LogiMetrics, he shall do so at his  own cost and
     expense.

                      4.       COOPERATION -  The parties further  agree that in
     the event that either party  is contacted by any regulatory body,  federal,
     state or local governing body  or administrative agency in  connection with
     any  inquiry  or   investigation  arising  from  Laird's   employment  with
     LogiMetrics  or the  termination of  said employment  or the  circumstances
     existing at the time  thereof, each party hereby agrees to notify the other
     of said contact,  inquiry or investigation, and further agrees to cooperate
     with each other to the extent permitted by law.

                      5.       SECRECY  OBLIGATION -  Without the  express prior
     written  consent of  LogiMetrics, Laird shall  not disclose  or use  at any
     time  any  secret  or  confidential,  information,  knowledge  or  data  of
     LogiMetrics.   LogiMetrics and  Laird acknowledge  that Laird  has or  will
     upon  the  execution  of  this  Agreement   return  all  notes,  memoranda,
     notebooks, drawing  or other documents,  compiled by or  delivered to Laird
     concerning  any  product,  apparatus  or  process   manufactured,  used  or
     developed  or investigated  by  LogiMetrics during  the  period of  Laird's
     employment with LogiMetrics  and which contains any secret  or confidential
     information.   Notwithstanding  the foregoing,  nothing  in this  Agreement
     shall prohibit  Laird's use of  information (including, but  not limited to
     ideas, concepts, know-how,  techniques and  methodologies): (a)  previously
     known to him; (b) independently developed by him; (c) acquired by him  from

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<PAGE>







     a  third party which  is not  to Laird's  knowledge under an  obligation to
     LogiMetrics not  to disclose such information;  or (d) which  is or becomes
     publicly available through no breach of Laird of this Agreement.

                      6.       NON-DEFAMATION -  For a period of three (3) years
     from the date  hereof, the parties shall observe the following obligations:
     Laird  shall  not  intentionally  or  knowingly   defame  LogiMetrics,  its
     officers,  directors,  employees,  agents,  or  representatives  nor  shall
     LogiMetrics, its  officers, directors, employees,  agents or representative
     intentionally or knowingly defame Laird.

                      7.       (a)   RELEASE BY  LAIRD  -    Laird  hereby,  for
     himself  and for  his personal  representatives, agents,  heirs and assigns
     forever  and unconditionally remises,  releases and discharges LogiMetrics,
     its  affiliates and  their respective  past,  present and  future officers,
     partners, directors,  agents,  employees,  managers, and  their  respective
     successors, assigns,  heirs and  representatives (hereinafter  collectively
     referred to in this paragraph 7(a) as "Releasees") of and from any and  all
     obligations, liabilities, claims,  actions, causes of action,  proceedings,
     covenants, contracts,  controversies, agreements, promises, grievances  and
     demands  of whatever nature,  in law or in  equity, which  he, his personal
     representatives, agents,  heirs or assigns  had, now have or  may ever have
     against  any  of  the Releasees,  whether  accrued,  absolute,  contingent,
     unliquidated or otherwise  and whether, known  or unknown,  matured or  not
     matured on the  date hereof, and which  have or may have arisen  out of any
     transaction or state of facts existing prior  to the date hereof, including
     but  not limited to claims arising under Title  VII of the Civil Rights Act
     of 1964,  the  Age Discrimination  in  Employment  Act, the  Older  Workers
     Benefit Protection  Act of 1990,  the Americans with  Disabilities Act, the
     Employee Retirement  Income Security  Act, the  Equal Pay  Act, Fair  Labor
     Standards Act,  all applicable state  and local labor  and employment laws,
     including but not limited to  the New York Human Rights Law, the New Jersey
     Law  Against  Discrimination,  breach  of  contract,   wrongful  discharge,
     defamation or intentional  infliction of emotional distress.  Laird, on his
     own behalf and  on behalf of  his personal  representatives, agents,  heirs
     and  assigns,  further  agrees  not  to  institute  any  action,  claim  or
     complaint  of whatsoever  kind or  nature in  any federal,  state or  local
     court or other governmental agency  or administrative tribunal relating  to
     any claim which  has been released hereby.  This  release is for any relief
     no matter  how called, including  but not limited  to compensatory damages,
     punitive  damages,  pain  and  suffering  or  attorneys'  fees.     Nothing
     contained in  this paragraph shall  release or affect  any rights of  Laird
     pursuant to or under the terms of this Agreement.

                               (b)  INDIVIDUAL RELEASES -   Without limiting the
     generality of paragraph  7(a) hereof, Laird  shall execute  and deliver  to
     LogiMetrics releases in the form  attached hereto as Exhibit A for delivery
     by LogiMetrics  to the following individuals  and as of the  Effective Date
     of  this  Agreement:  Jerome  Deutsch,  Murray  H.  Feigenbaum,  Steven  D.
     Feigenbaum,  Mark Fisher,  Alfred  Mendelsohn, Norman  M. Phipps,  Henry N.
     Schneider, Lawrence I. Schneider and Cerberus Partners, L.P. 


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                      8.       (a)   RELEASE BY  LOGIMETRICS -   LogiMetrics, on
     its own  behalf and on  behalf of its  affiliates, and their past,  present
     and future officers,  partners, directors, agents, employees,  managers and
     their respective  successors, assigns, heirs  and representatives   hereby,
     forever and  unconditionally remises,  releases and  discharges Laird,  his
     personal   representatives,   agents,   heirs   and  assigns   (hereinafter
     collectively referred to  in this paragraph  8(a) as  "Releasees"), of  and
     from  any and  all  obligations, liabilities,  claims,  actions, causes  of
     action,  proceedings,  covenants,  contracts,  controversies,   agreements,
     promises, grievances and demands of  whatever nature, in law or in  equity,
     which  LogiMetrics, its  affiliates,  and their  past,  present and  future
     officers,  partners,  directors,  agents,  employees,  managers  and  their
     respective successors, assigns, heirs  and representatives had, now has  or
     may ever  have against  any of  the Releasees,  whether accrued,  absolute,
     contingent,  unliquidated  or  otherwise and  whether,  known  or  unknown,
     matured or  not matured on  the date  hereof, and  which have  or may  have
     arisen out of any transaction or state of facts  existing prior to the date
     hereof, including  but  not  limited  to  claims  of  breach  of  contract,
     defamation, or intentional  infliction of emotional distress.  LogiMetrics,
     on its own behalf and on behalf of its affiliates,  and their past, present
     and future officers,  partners, directors, agents, employees,  managers and
     their  respective successors,  assigns, heirs  and representatives  further
     agrees not to institute  any action, claim or complaint  of whatsoever kind
     or  nature  in any  federal,  state or  local  court or  other governmental
     agency or  administrative tribunal  relating to  any claim  which has  been
     released hereby.   This release  is for any  relief, no matter how  called,
     including  but not limited to  compensatory damages, punitive damages, pain
     and suffering  or attorneys'  fees.   Nothing contained  in this  paragraph
     shall release or affect any rights of LogiMetrics  pursuant to or under the
     terms of this Agreement.

                               (b)     INDIVIDUAL  RELEASES -   Without limiting
     the  generality  of paragraph  8(a)  hereof,  LogiMetrics  shall cause  the
     following to  execute and deliver  to Laird, and  LogiMetrics shall deliver
     to Laird releases in the form attached hereto as Exhibit B  dated as of the
     Effective  Date  of  this  Agreement from  the  following:  Jerome Deutsch,
     Murray  H.   Feigenbaum,  Steven   D.  Feigenbaum,   Mark  Fisher,   Alfred
     Mendelsohn,  Norman M.  Phipps, Henry N.  Schneider, Lawrence  I. Schneider
     and Cerberus Partners, L.P.

                      9.       INDEMNIFICATION -  The Indemnity Agreement, dated
     as of March  7, 1996 by and between LogiMetrics and Laird shall continue in
     full  force  and effect  in accordance  with  the terms  of  such Indemnity
     Agreement as though fully set forth in this Agreement.

                      10.      ENTIRE  AGREEMENT -  This Agreement  contains the
     entire  understanding  between   the  parties  and  supersedes   any  prior
     understanding or agreement between them,  including but not limited  to the
     Employment   Agreement.   There   are   no   representations,   agreements,
     arrangements, understandings, oral  or written, between the  parties hereto
     relating to the  subject matter of  this Agreement  other than those  which


                                        - 6 -
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     are expressed herein either  directly or indirectly  or by reference.   Any
     amendments to this Agreement must be in writing, signed by the parties.

                      11.      NOTICES -  Whenever under the provisions  of this
     Agreement, notice  is to  be given,  it shall  be in  writing and  shall be
     served  personally or mailed, postage  prepaid, by  registered or certified
     mail, return receipt  requested or sent  by Federal  Express or by  similar
     overnight delivery service  and addressed to the parties at their addresses
     set  forth herein, or  to such other address  as any  party shall hereafter
     designate by notice to  the other.  Notices to Laird shall be  sent to 1831
     Celeste Drive,  Wall, New  Jersey 07719.   Copies  of any  notices sent  to
     Laird shall  also be  sent to  his counsel,  Ronald P.  Mealey, Esq.,  1360
     Hamburg Turnpike, 8  Breckenridge, Wayne, New Jersey 07470-4060.  Copies of
     any notices  sent to LogiMetrics  shall be sent  to LogiMetrics, Attention:
     Norman Phipps, 121-03 Dupont Street, Plainview, New  York 11803.  Copies of
     any notices sent  to LogiMetrics shall also be sent to its counsel, Paul M.
     Colwell,  Esq., Wolff &  Samson, 5  Becker Farm Road,  Roseland, New Jersey
     07068.   Each such  notice so  mailed shall  be deemed  to have  been given
     seven (7) days after the  date of mailing and if sent by overnight delivery
     service on the next  business day.  Any notice given hereunder  shall state
     in reasonable detail the factual basis underlying such notice.

                      12.      GOVERNING LAW AND ARBITRATION

                               (a)     This Agreement shall be  governed by  the
     laws  of the State  of New Jersey,  without regard to the  conflicts of law
     principles thereof.    The parties  agree that  service of  process may  be
     effected by certified or registered  mail, return receipt requested,  or by
     regular mail if certified or regular mail is refused.

                               (b)     ARBITRATION    -    All    disputes    or
     controversies  or claims  arising  out of  or  relating to  this Agreement,
     including,  but not limited  to, a breach thereof  or a  refusal to perform
     the  whole or  part of  this  Agreement shall  be submitted  to arbitration
     pursuant  to the Revised  Statues of New  Jersey, Section  2A:24-1, et seq.
     and in accordance with the following terms and conditions.

                                       (i)    Any arbitration  proceedings shall
     be conducted  in Newark, New  Jersey before three  (3) arbitrators selected
     by  Laird and  LogiMetrics  pursuant to  the  Rules of  Arbitration of  the
     American Arbitration Association;

                                       (ii)   If either party elects  to proceed
     to arbitration  hereunder, that party  shall first have filed  a demand for
     expedited  arbitration, to  be  conducted within  thirty  (30) days  of the
     filing and shall have served a written notice on the  other party hereto by
     certified  mail, demanding  such arbitration and  specifying the  facts and
     circumstances which  are the basis for  its action, including the  names of
     witnesses and copies of any documents to be relied upon;

                                       (iii)   The  expense of  the  arbitration
     proceeding  shall be  shared equally by  the parties  and each  party shall

                                        - 7 -
<PAGE>







     bear  its own legal  expenses and  those of  the witnesses to  the hearing;
     provided,  however,  that  if  Laird   prevails  on  the  merits   of  such
     arbitration,  LogiMetrics shall  reimburse  Laird for  Laird's  arbitration
     expenses  in   connection  with  such  arbitration  proceedings,  including
     reasonable attorneys' fees. 

                                       (iv)  At the request of  either party all
     arbitration proceedings  shall be  recorded by  a certified court  reporter
     and each party shall  have the right in any such arbitration proceedings to
     full discovery  and subpoena  witnesses  in accordance  with the  discovery
     rules and procedures  of the Courts of  the State of New  Jersey, including
     the  discovery rules and procedures of the United States District Court for
     the District of New Jersey and each party hereto and the arbitrators  shall
     have the right  to avail themselves of  the benefits and shall  observe the
     obligations under  such rules and  procedures under the  supervision of the
     arbitrators or a  majority of them and  in accordance with the  time frames
     and constraints  set  forth  by  the  arbitrators or  a  majority  of  them
     conducting the arbitration;

                                       (v)   The arbitrators' decision shall  be
     issued within  ten (10)  days of  the  close of  the hearing,  shall be  in
     writing  and shall  contain findings  of fact,  conclusions of  law and the
     reasons  for  the  arbitration  decision   and  shall  be  signed   by  all
     arbitrators or the majority decision shall be  signed by a majority of  the
     arbitrators and the  minority decision shall  be signed  by the  dissenting
     arbitrator;

                                       (vi)   Judgment upon  any award  rendered
     may  be  entered in  any  court  having  appropriate  jurisdiction and  the
     parties hereto  expressly consent to  having all such judicial  proceedings
     occur in the Superior Court of the State of New Jersey, Essex County; and

                                       (vii)     Such  arbitration   proceedings
     shall be  subject to  appeal to  the  Courts of  the State  of New  Jersey,
     including initially the Superior Court of the State  of New Jersey in Essex
     County and either party to the arbitration  shall be entitled to appeal  on
     the basis of errors  of law or findings of  fact that are not  supported by
     the evidence and  such other grounds as  may be appropriate for  the appeal
     of the  arbitration decision,  including failure  to follow the  procedures
     set forth in this paragraph.

                      13.      BINDING  EFFECT/VALIDITY -  This Agreement  shall
     be binding upon  and inure to the benefit  of the parties, their successors
     and assigns.   If any  provision of this  Agreement, or the application  of
     such  provision  shall  be  held  to  be  invalid,  the  remainder of  this
     Agreement shall not be affected thereby.

                      14.      FURTHER  DOCUMENTS  AND  ACTIONS  -  The  parties
     hereto agree to  execute such documents, if  any, and take such  action, if
     any as may be required to carry out the intent of this Agreement.



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                      15.      REPRESENTATIONS  AND   PARTIES  -   The   parties
     acknowledge that each has been represented  by counsel of its own  choosing
     with regard to this Agreement and the subject matter hereof.

                      16.      COUNTERPARTS - This Agreement  may be executed in
     several  counterparts, each of which  shall constitute  the agreement among
     the parties  as if all signatures were appended to the original instrument.
     The  parties acknowledge that there is no need for all  to execute the same
     copy of this Agreement.

                      17.      WAIVERS - The  failure of a party to  insist upon
     strict adherence to  any term of this  Agreement on any occasion  shall not
     be considered  a  waiver  thereof  or  deprive  that  party  of  the  right
     thereafter to insist upon  strict adherence to that term or any  other term
     of this Agreement.

                      18.      HEADINGS AND  SYNTAX - The headings  set forth in
     this Agreement  are for convenience and reference only and are not intended
     to modify,  limit, describe  or affect  in any  way the  content, scope  or
     intent of this Agreement.   All references made and pronouns used  shall be
     construed in  the singular or  the plural and  in such gender as  the sense
     and circumstances require.

                      IN WITNESS  WHEREOF, the parties  hereto, intending to  be
     legally bound hereby, have executed this Agreement.


     LOGIMETRICS, INC.


     By: /s/ Norman M. Phipps
         --------------------------
         NORMAN M. PHIPPS
         Acting President


     /s/ Richard K. Laird
     ----------------------------
     RICHARD K. LAIRD














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