EXHIBIT 10.6

                             UNIT PURCHASE AGREEMENT

     UNIT PURCHASE AGREEMENT,  dated March 7, 1996, by and between  LogiMetrics,
Inc., a Delaware  corporation (the "Company"),  and Cerberus  Partners,  L.P., a
Delaware limited partnership (the "Purchaser").

                              W I T N E S S E T H:

     WHEREAS,  on the terms and subject to the conditions set forth herein,  the
Company desires to sell to the Purchaser,  and the Purchaser desires to purchase
from the Company,  an aggregate of 30 units (the "Units"),  each Unit consisting
of (i) $50,000 in  principal  amount of the  Company's  12%  Convertible  Senior
Subordinated  Debentures  due December 31, 1998 (the  "Debentures")  convertible
into  84,746  shares of Common  Stock,  par value  $.01 per share  (the  "Common
Stock"),  of the Company,  subject to adjustment in certain  circumstances (each
Debenture  to be in  substantially  the form of  Exhibit A  hereto),  and (ii) a
Series C Detachable Warrant  (collectively,  the "Warrants")  exercisable at any
time prior to March 7, 2003 to purchase  84,746 shares of Common Stock,  subject
to adjustment in certain  circumstances,  at an exercise price of $.01 per share
(each Warrant to be in substantially the form of Exhibit B hereto); and

     WHEREAS,  simultaneously  herewith, the Company is entering into an amended
and restated credit  facility (the "Credit  Facility") with North Fork Bank (the
"Bank") pursuant to which,  among other things,  the Bank will make available to
the Company up to  $2,200,000 in revolving  credit loans  maturing on October 1,
1997 and a $800,000 term loan maturing on December 31, 1998; and

     WHEREAS, the Credit Facility will be secured by a perfected, first priority
security interest in all of the assets of the Company; and

     WHEREAS,  the  Company  has  agreed to  secure  its  obligations  under the
Debentures  by  granting  to the  Purchaser  (and any  subsequent  holder of the
Debentures) a perfected  security  interest in all of the assets of the Company,
junior only to the  security  interest  securing  the Credit  Facility  (and any
authorized replacement thereof); and

     WHEREAS,  in order to evidence the grant of the security interest described
above,  the Company has executed  and  delivered  to the  Purchaser  one or more
security  agreements  and  related  documents  (the  "Security  Documents"  and,
together with this Agreement,  the Debentures and the Warrants, the "Transaction
Documents")  and will take all other  action  necessary or advisable in relation
thereto; and

     WHEREAS,  simultaneously  herewith,  the Company proposes to sell to one or
more  accredited  investors  a  minimum  of 15 and a  maximum  of 30 units  (the
"Preferred Stock Units"),  each Preferred Stock Unit consisting of (i) one share
of the  Company's  Preferred  Stock,  par value $.01 per share  (the  "Preferred
Stock"),  designated as Series A 12% Cumulative Convertible Redeemable Preferred
Stock,  stated  value  $50,000 per share (the  "Convertible  Preferred  Stock"),
convertible into 94,340 shares of Common Stock, subject to adjustment in certain
circumstances, 

<PAGE>

and (ii) a Series D Detachable Warrant  (collectively,  the "Series D Warrants")
exercisable  at any time  prior to March 7, 2003 to  purchase  94,340  shares of
Common Stock,  subject to adjustment  in certain  circumstances,  at an exercise
price of $.01 per share; and

     WHEREAS,  the Company has entered into a financial  advisory agreement (the
"Advisory  Agreement")  with Phipps,  Teman & Co., LLC ("Phipps  Teman") and SFM
Group,  Ltd. ("SFM") pursuant to which, in return for certain advisory  services
to be rendered by Phipps  Teman and SFM in  connection  with the issuance of the
Units and the Preferred Stock Units,  the Company has agreed to pay certain cash
fees to  Phipps  Teman  and SFM and  issue  to  Phipps  Teman  and SFM  Series E
Detachable Warrants  (collectively,  the "Series E Warrants") exercisable at any
time prior to March 7, 2003 to  purchase an  aggregate  of  1,000,000  shares of
Common Stock,  subject to adjustment  in certain  circumstances,  at an exercise
price of $.40 per share; and

     WHEREAS,  in connection  with the  transactions  contemplated  hereby,  the
Company has entered  into an  employment  agreement  with  Richard K. Laird (the
"Laird  Agreement")  pursuant to which Mr. Laird will become the Chairman of the
Board,  President  and Chief  Executive  Officer of the Company and will receive
options (the "Laird  Options")  to purchase  1,000,000  shares of Common  Stock,
subject to adjustment in certain circumstances,  at exercise prices ranging from
$.40 to $4.00 per share; and

     WHEREAS,  in  connection  with the issuance of the Units and the  Preferred
Stock  Units,  the  Company  is  amending  the  terms  of  its  outstanding  12%
Convertible  Subordinated Debentures due July 14, 1997 (as so amended, the "1995
Debentures"),  and the related  Series A Warrants (as so amended,  the "Series A
Warrants"),  each of which is  exercisable at any time prior to July 14, 2002 to
purchase  40,000  shares of Common  Stock,  subject  to  adjustment  in  certain
circumstances, at an exercise price of $.25 per share, and the Series B Warrants
(as so amended,  the "Series B Warrants"),  each of which is  exercisable at any
time  prior to July 14,  2002 to  purchase  1,500,000  shares of  Common  Stock,
subject to adjustment in certain circumstances, at an exercise price of $.25 per
share to  provide,  among other  things,  that (i) the 1995  Debentures  will be
junior to the  Debentures in right of payment,  (ii) interest on the  Debentures
will be  payable  quarterly  and (iii) that the  issuance  and  exercise  of the
Debentures, the Series C Warrants, the Convertible Preferred Stock, the Series D
Warrants,  the Series E Warrants and the Laird Options will not trigger  certain
anti-dilution  adjustments  in  respect  of the 1995  Debentures,  the  Series A
Warrants and the Series B Warrants (collectively, the "Restructuring"); and

     WHEREAS, in order to facilitate the issuance of the Units and the Preferred
Stock Units,  the Board of Directors of the Company has unanimously  approved an
amendment  to the  Company's  Certificate  of  Incorporation  (the  "Amendment")
pursuant to which the Company's authorized shares of capital stock would consist
of 35,000,000  shares of Common Stock,  par value $.01 per share, and 200 shares
of Preferred Stock, par value $.01 per share.

     NOW, THEREFORE,  in consideration of the mutual covenants set forth herein,
and intending to be legally bound, the parties hereto agree as follow:


<PAGE>
                                    Article I

                           Purchase and Sale of Units

     Section 1.1.  Purchase and Sale of Units. Upon the terms and subject to the
conditions  of this  Agreement,  on the date hereof the Company  shall issue and
sell to the Purchaser, and the Purchaser shall purchase from the Company, Thirty
(30) Units at a purchase price of Fifty Thousand Dollars ($50,000) per Unit, for
a total aggregate  purchase price of One Million Five Hundred  Thousand  Dollars
($1,500,000) (the "Purchase Price").

     Section 1.2. Closing.  The closing of the transactions  contemplated hereby
(the "Closing")  shall take place at the offices of the Company at 10:00 a.m. on
the date  hereof,  or at such  other  time and place as the  parties  hereto may
mutually agree.  The time and date of the Closing is hereinafter  referred to as
the "Closing Date."

     Section  1.3.  Payment for and Delivery of the Units.  At the Closing,  the
Purchaser  shall pay the Purchase Price in immediately  available  funds by wire
transfer to an account previously  designated by the Company.  The Company shall
execute,  issue  and  deliver  to the  Purchaser  (i) the  Debentures  and  (ii)
certificates representing the Warrants.

                                   Article II

                  Representations and Warranties of the Company

        The Company represents and warrants to the Purchaser as follows:

     Section 2.1. Organization and Qualification;  No Material Subsidiaries. The
Company is a corporation  duly organized,  validly existing and in good standing
under  the  laws of the  State  of  Delaware  and has the  corporate  power  and
authority  to own or lease its  property and assets and to carry on its business
as  presently  conducted,  and is duly  qualified  to do  business  as a foreign
corporation and is in good standing in each jurisdiction where the failure to be
so qualified and in good standing  would result in a material  adverse change in
the business, financial condition, results of operations or prospects (financial
and  other) of the  Company (a  "Material  Adverse  Change").  The  Company  has
previously  provided  to the  Purchaser  true  and  complete  copies  of (i) its
Certificate of Incorporation and all amendments  thereto and (ii) its by-laws as
currently in effect.  The Company does not own any material amount of any shares
of stock of any  corporation  or any equity  interest  in a  partnership,  joint
venture or other business  entity,  and the Company does not control or have the
right (whether or not presently  exercisable) to control any other  corporation,
partnership,  joint  venture  or other  business  entity by means of  ownership,
management contract or otherwise, other than its ownership of 100% of the issued
and  outstanding  shares of the capital  stock of  LogiMetrics  FSC Inc.,  which
subsidiary is not material to the Company.

     Section 2.2.  Authorization.  (a) The Company has the  corporate  power and
authority  to execute  and  deliver  this  Agreement  and the other  Transaction
Documents and to perform its 

<PAGE>

obligations hereunder and thereunder,  all of which have been duly authorized by
all requisite corporate action.  Each of this Agreement,  the Security Agreement
and the  other  Security  Documents  has  been  duly  authorized,  executed  and
delivered by the Company and  constitutes  a valid and binding  agreement of the
Company, enforceable against the Company in accordance with its terms.

     (b) The Debentures have been duly authorized and, when issued in accordance
with the terms hereof,  will have been duly  executed,  issued and delivered and
will  constitute   valid  and  legally  binding   obligations  of  the  Company,
enforceable in accordance with their terms,  subject to bankruptcy,  insolvency,
fraudulent  transfer,  reorganization,  moratorium  and similar  laws of general
applicability  relating to or affecting  creditors' rights and to general equity
principles.  After giving effect to the  Amendment,  the Company has  sufficient
authorized  and unissued  shares of Common Stock  reserved for issuance upon the
conversion  of the  Debentures  in  accordance  with their terms.  The shares of
Common Stock issuable upon the conversion of the Debentures will, when issued in
accordance with the terms of the Debentures, be duly authorized, validly issued,
fully paid and non-assessable.

     (c) The Warrants have been duly  authorized  and, when issued in accordance
with the terms hereof,  will have been duly  executed,  issued and delivered and
will  constitute   valid  and  legally  binding   obligations  of  the  Company,
enforceable in accordance with their terms,  subject to bankruptcy,  insolvency,
fraudulent  transfer,  reorganization,  moratorium  and similar  laws of general
applicability  relating to or affecting  creditors' rights and to general equity
principles.  After giving effect to the  Amendment,  the Company has  sufficient
authorized  and unissued  shares of Common Stock  reserved for issuance upon the
exercise of the Warrants in  accordance  with their terms.  The shares of Common
Stock issuable upon the exercise of the Warrants will, when issued in accordance
with the terms of the  Warrants  (including  the payment of the  exercise  price
specified  therein),  be  duly  authorized,   validly  issued,  fully  paid  and
non-assessable.

     (d) Except for the issuance of the Convertible  Preferred Stock, the Series
A Warrants,  the Series B Warrants, the Series D Warrants, the Series E Warrants
and the Laird  Options as  expressly  contemplated  hereby,  the issuance of the
Units,  the  conversion of the  Debentures and the exercise of the Warrants will
not (i)  require  the  Company to issue any shares of its  capital  stock or any
security  exercisable  for or  convertible  or  exchangeable  into shares of its
capital stock to any person,  or (ii) after giving effect to the  Restructuring,
require  any  adjustment  in the  exercise  price or  number  of  shares  of the
Company's  capital stock issuable upon the exercise of the 1995 Debentures,  the
Convertible Preferred Stock, the Series A Warrants,  the Series B Warrants,  the
Series D  Warrants,  the  Series E  Warrants,  the  Laird  Options  or any other
outstanding or currently contemplated convertible security of the Company

     Section 2.3. Non-contravention.  Neither the execution and delivery of this
Agreement and the other Transaction Documents by the Company nor the performance
by the Company of its  obligations  hereunder and thereunder will (i) contravene
any  provision  contained  in the  Company's  Certificate  of  Incorporation  or
by-laws,  (ii) violate or result in a breach (with or without the lapse of time,
the giving of notice or both) of or constitute a default under (A) any contract,
agreement, commitment, indenture, mortgage, lease, pledge, note, license, permit

<PAGE>


or other instrument or obligation or (B) any judgment,  order, decree, law, rule
or regulation or other restriction of any governmental  authority,  in each case
to which the  Company  is a party or by which it is bound or to which any of its
assets or properties are subject,  (iii) result in the creation or imposition of
any  lien,  claim,  charge,   mortgage,   pledge,  security  interest,   equity,
restriction or other encumbrance  (collectively,  "Encumbrances")  on any of the
Company's assets or properties,  except as expressly  contemplated by the Credit
Facility and the Security  Documents,  or (iv) result in the acceleration of, or
permit any person to  accelerate  or declare due and payable prior to its stated
maturity, any material obligation of the Company.

     Section 2.4. No Consents.  No notice to,  filing  with,  or  authorization,
registration,  consent or approval of any governmental authority or other person
is necessary for the execution, delivery or performance of this Agreement or the
other  Transaction   Documents  by  the  Company  or  the  consummation  of  the
transactions  contemplated  hereby or  thereby by the  Company,  except for such
filings and  registrations as may be required under applicable  securities laws.
The  offer  and  sale of the  Units  does not  require  registration  under  the
provisions of the Securities Act of 1933, as amended (the "Securities  Act"), or
any applicable state securities or "blue sky" laws.

     Section  2.5.  Capitalization  of the Company.  After giving  effect to the
Amendment  and prior to the  transactions  contemplated  hereby,  the  Company's
authorized  capital stock  consists  solely of 35,000,000  authorized  shares of
Common Stock,  of which  2,860,602  shares were issued and outstanding as of the
date hereof; and 200 shares of Preferred Stock, of which, as of the date hereof,
no shares were issued and outstanding.  No shares of the Company's capital stock
are held as treasury shares. In addition, as of the date hereof and after giving
effect to the Restructuring, (i) the Company has $300,000 in aggregate principal
amount  of the 1995  Debentures  issued  and  outstanding  which  are  presently
convertible  into an aggregate of 1,200,000  shares of Common Stock at a current
conversion  price of $.25 per  share,  (ii) the  Company  has  Series A Warrants
outstanding  to purchase an  aggregate  of 600,000  shares of Common  Stock at a
current  exercise  price of $.25 per  share,  (iii)  the  Company  has  Series B
Warrants  outstanding  to purchase an aggregate  of  1,500,000  shares of Common
Stock at a current  exercise  price of $.25 per share,  and (iv) the Company has
certain  other stock  options  outstanding  to purchase an  aggregate of 400,000
shares of Common  Stock at an  exercise  price of $.10 per share.  Except as set
forth  above,  and except for the  Warrants,  the  Debentures,  the  Convertible
Preferred  Stock,  the Series D  Warrants,  the Series E Warrants  and the Laird
Options,  the Company  does not have (i) any shares of Common Stock or Preferred
Stock reserved for issuance,  or (ii) any outstanding  option,  warrant,  right,
call or commitment  relating to its capital stock or any outstanding  securities
or obligations  convertible  into or exchangeable  for, or giving any person any
right to  subscribe  for or acquire  from it, any  shares of its  capital  stock
(collectively,  "Company Securities").  There are no outstanding  obligations of
the Company to repurchase,  redeem or otherwise acquire any Company  Securities.
There are no pre-emptive or other subscription rights with respect to any shares
of  the  Company's   capital  stock  or  any  securities   convertible  into  or
exchangeable for shares of the Company's capital stock and all of the issued and
outstanding  shares of capital  stock of the Company have been duly  authorized,
validly  issued,  are fully  paid and are  nonassessable.  All of the  Company's
outstanding  securities were offered,  issued, sold and delivered by the Company
in compliance  with all applicable  state and federal  securities  laws. None of
such  securities  were issued in violation of any  pre-emptive  or  subscription
rights of any person.

<PAGE>

     Section  2.6.  SEC  Reports;  Approval  of  Amendment.  (a) The Company has
delivered to the Purchaser a true and complete copy of each report, schedule and
registration  statement,  including the exhibits thereto (but excluding exhibits
incorporated therein by reference), filed by the Company with the Securities and
Exchange  Commission (the "Commission") since January 1, 1995, which are all the
documents that the Company was required to file with the  Commission  since that
date and through the date hereof (all of such documents  collectively,  the "SEC
Documents"). As of their respective dates, the SEC Documents complied as to form
in all material  respects with the  requirements  of the  Securities  Act or the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  as the case
may be, and the rules and regulations of the Commission thereunder.  As of their
respective  dates,  except to the extent that information  contained therein has
been  revised  or  superseded  by a later  filed SEC  Document,  none of the SEC
Documents  contained any untrue statement of a material fact or omitted to state
a material fact required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading.  The financial  statements  of the Company  included in the SEC
Documents comply as to form in all material respects with applicable  accounting
requirements  and the published  rules and  regulations of the  Commission  with
respect  thereto,  have been  prepared in  accordance  with  generally  accepted
accounting  principles  (except as may be indicated in the notes  thereto or, in
the case of the  unaudited  statements,  as  permitted  by Form 10-Q) and fairly
present (subject, in the case of the unaudited statements,  to normal, recurring
audit adjustments) the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended.

     (b) The proxy  statement,  dated January 29, 1996 (including any amendments
or  supplements  thereto),  submitted  to the  stockholders  of the  Company  in
connection with the approval of the Amendment (the "Proxy Statement") contained,
as of the  date  of  mailing  and as of the  date of the  stockholders'  meeting
relating thereto (the "Stockholders'  Meeting"), the information required by the
Exchange Act and the rules and regulations of the Commission  thereunder.  As of
the date of mailing and as of the time of the Stockholders'  Meeting,  the Proxy
Statement  did not contain any untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading.  The Company has complied with the  requirements  of all
federal and state  securities  or "blue sky" laws and the rules and  regulations
under such laws with respect to the Amendment and any solicitation of proxies in
connection therewith.

     (c) The stockholders approved the Amendment at the Stockholders' Meeting by
the vote required  under  applicable  law. The Company has filed an  appropriate
Certificate of Amendment reflecting the Amendment with the Secretary of State of
the State of Delaware and the Amendment has become effective.

     Section 2.7.  Private  Placement  Memorandum.  As of its date and as of the
date hereof, the Private Placement Memorandum,  dated February 5, 1996, relating
to the offering of the Preferred  Stock Units (the  "Memorandum")  complied with
all applicable provisions of the Securities Act and the rules and regulations of
the  Commission  thereunder  and as of such  dates 

<PAGE>

did not  contain  any untrue  statement  of a  material  fact or omit to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein not misleading.  Other than the Memorandum,  the term sheets
relating to the Preferred Stock Units and the Units (true and complete copies of
which have  previously  been  delivered to the  Purchaser) and the SEC Documents
(collectively,  the  "Placement  Materials"),  the  Company has not and will not
distribute  any offering  material in  connection  with the offer or sale of the
Units,  the Preferred Stock Units or any of the other securities being issued on
the date hereof.  There is no document or contract of a character required to be
described in the Memorandum which is not so described.

     Section 2.8.  Absence of Certain  Developments.  Since  September 30, 1995,
there has not been any  Material  Adverse  Change.  Except as  disclosed  in the
Placement   Materials  and  except  for  this  Agreement  and  the  transactions
contemplated  hereby,  since  September  30, 1995 the Company has  conducted its
business in the ordinary and usual course consistent with past practices.

     Section  2.9.  Governmental   Authorizations;   Licenses;  Etc.  Except  as
disclosed  in the  Placement  Materials,  the  business  of the Company has been
operated  in  compliance  with  applicable  laws,  rules,  regulations,   codes,
ordinances,  orders,  policies and  guidelines of all  governmental  authorities
(excluding  Environmental  Laws which are  specifically  covered in Section 2.13
hereof),  except for violations which,  individually or in the aggregate,  would
not result in a Material  Adverse  Change.  Except as disclosed in the Placement
Materials, the Company has all permits,  licenses,  approvals,  certificates and
other   authorizations,   and  has   made  all   notifications,   registrations,
certifications  and filings  with all  governmental  authorities,  necessary  or
advisable  for the operation of its business as currently  conducted.  Except as
disclosed in the Placement  Materials,  to the Company's best knowledge there is
no action,  case or proceeding pending or overtly threatened by any governmental
authority  with  respect  to (i) any  alleged  violation  by the  Company or its
affiliates of any law,  rule,  regulation,  code,  ordinance,  order,  policy or
guideline  of any  governmental  authority,  or (ii) any alleged  failure by the
Company or its affiliates to have any permit, license,  approval,  certification
or other authorization required in connection with the operation of the business
of the Company.

     Section 2.10.  Litigation.  Except as disclosed in the Placement Materials,
there are no lawsuits,  actions,  proceedings,  claims, orders or investigations
pending or, to the Company's  best  knowledge,  overtly  threatened  against the
Company (i) relating to the Company, its business or any product alleged to have
been  manufactured  or  sold  by  the  Company,   (ii)  seeking  to  enjoin  the
transactions  contemplated  hereby,  or  (iii)  which,  individually  or in  the
aggregate, could reasonably be expected to result in a Material Adverse Change.

     Section 2.11.  Undisclosed  Liabilities.  Other than those reflected in the
financial statements included in the Placement Materials,  there are no material
liabilities  of the Company of any kind or nature  whatsoever,  whether known or
unknown, absolute, accrued, contingent or otherwise, or whether due or to become
due,  which are required to be disclosed  on  financial  statements  prepared in
accordance with generally accepted accounting principles, other than liabilities
incurred in the ordinary course of business consistent with past practices since
September 30, 1995.

<PAGE>

     Section 2.12. Taxes.  Except as disclosed in the Placement  Materials,  all
federal, state, county, local and foreign tax returns and reports of the Company
required to be filed have been duly filed.  Except as disclosed in the Placement
Materials,  all  federal,  state,  county,  local,  foreign  and any other taxes
(including all income, withholding and employment taxes), assessments (including
interest and penalties), fees and other governmental charges with respect to the
employees,  properties,  assets,  income or  franchises of the Company have been
paid or duly provided for, or are being  contested in good faith by  appropriate
proceedings  as  previously  disclosed to the  Purchaser in writing and adequate
reserves  therefor  have  been  established   pursuant  to  generally   accepted
accounting  principles,  or have arisen  after the date  hereof in the  ordinary
course of business.

     Section 2.13.  Environmental Matters.  Except as disclosed in the Placement
Materials,  to the Company's  best  knowledge (i) the business of the Company is
being conducted in compliance with all applicable  Environmental  Laws, (ii) the
real property  currently  owned or operated by the Company  (including,  without
limitation,  soil,  groundwater  or surface water on or under the properties and
buildings  thereon)  (the  "Affected  Property")  does not contain any Regulated
Substance other than as permitted under applicable Environmental Laws, (iii) the
Company has not received  any notice from any  governmental  authority  that the
Company may be a "potentially  responsible party" (as such term is defined under
the  Comprehensive  Environmental  Response,  Compensation  and Control  Act, 42
U.S.C.  section  9601, et seq.) in  connection  with any waste  disposal site or
facility used by the Company, (iv) the Company and the Affected Property are not
presently subject to a suit or judgment arising under any Environmental Law, and
(v) all  documents  filed by or on behalf of the Company  with any  governmental
authority  pursuant to any Environmental Law in connection with the transactions
contemplated hereby were true, correct and complete in all material respects and
did not omit to state  any  material  fact  required  to be  stated  therein  or
necessary to make the statements therein not misleading.

     As used herein,  "Environmental  Laws" means any  federal,  state and local
law, statute,  ordinance,  rule,  regulation,  license,  permit,  authorization,
approval, consent, court order, judgment, decree, injunction,  code, requirement
or agreement with any governmental authority,  (x) relating to pollution (or the
cleanup thereof or the filing of information with respect thereto), human health
or the protection of air,  surface water,  ground water,  drinking water supply,
land (including land surface or subsurface),  plant and animal life or any other
natural resource, or (y) concerning exposure to, or the use, storage, recycling,
treatment,   generation,   transportation,   processing,   handling,   labeling,
production or disposal of Regulated  Substances,  in each case as amended and as
now or  hereafter  in  effect.  The term  Environmental  Law  includes,  without
limitation,  (i)  the  Comprehensive  Environmental  Response  Compensation  and
Liability Act of 1980, the Water  Pollution  Control Act, the Clean Air Act, the
Clean  Water  Act,  the  Solid  Waste   Disposal  Act  (including  the  Resource
Conservation  and  Recovery  Act of  1976  and the  Hazardous  and  Solid  Waste
Amendments  of  1984),  the  Toxic  Substances  Control  Act,  the  Insecticide,
Fungicide and Rodenticide Act, the  Occupational  Safety and Health Act of 1970,
each as amended and as now or  hereafter  in effect,  and (ii) any common law or
equitable doctrine  (including,  without limitation,  injunctive relief and tort
doctrines such as negligence,  nuisance, trespass and strict liability) that may
impose  liability or obligations for injuries or damages due to 

<PAGE>


or threatened as a result of the presence of,  exposure to, or ingestion of, any
Regulated Substance.

     As used herein,  "Regulated  Substances"  means  pollutants,  contaminants,
hazardous  or toxic  substances,  compounds or related  materials or  chemicals,
hazardous materials,  hazardous waste, flammable explosives,  radon, radioactive
materials,   asbestos,   urea  formaldehyde  foam  insulation,   polychlorinated
biphenyls,  petroleum and  petroleum  products  (including,  but not limited to,
waste  petroleum  and  petroleum   products)  as  regulated   under   applicable
Environmental Laws.

     Section  2.14.  Proprietary  Rights.  Except as disclosed in the  Placement
Materials,  the Company owns and possesses all right,  title and interest in the
patents, patent registrations,  patent applications,  trademarks, service marks,
trademark and service mark registrations and applications therefor,  copyrights,
copyright registrations,  copyrights applications, trade names, corporate names,
technology,  inventions,  computer software,  data and documentation  (including
electronic media), product drawings,  trade secrets,  know-how,  customer lists,
processes,  other  intellectual  property and proprietary  information or rights
used in the  business  of the  Company  as  presently  conducted;  and  permits,
licenses or other  agreements to or from third  parties  regarding the foregoing
(collectively,  the "Proprietary Rights").  Except as disclosed in the Placement
Materials,  to the  Company's  best  knowledge,  there is not pending or overtly
threatened  against  the Company  any claim by any third  party  contesting  the
validity,  enforceability,  use or ownership of any Proprietary Right. Except as
disclosed in the Placement  Materials,  to the  Company's  best  knowledge,  the
Company has not received any notice of any infringement or misappropriation  by,
or conflict with, any third party with respect to any of the Proprietary Rights.

     Section 2.15.  Books and Records.  The stock records of the Company  fairly
and accurately  reflect in all material  respects the record ownership of all of
the  outstanding  shares of the  Company's  capital  stock.  The other books and
records of the Company,  including  financial records and books of account,  are
complete  and  accurate in all material  respects  and have been  maintained  in
accordance with sound business practices.

     Section  2.16.  Brokers.  With the  exception of fees and expenses  owed to
Phipps Teman and SFM pursuant to the Advisory Agreement, no person is or will be
entitled to a broker's,  finder's,  investment banker's,  financial adviser's or
similar fee from the Company in  connection  with this  Agreement  or any of the
transactions  contemplated hereby. The fees and expenses of Phipps Teman and SFM
are the sole responsibility of, and shall be paid by, the Company.

     Section 2.17. Use of Proceeds. The Company will use the net proceeds of the
sale of the Units as provided in Exhibit C attached hereto.

     Section 2.18. Absence of Questionable Payments. Neither the Company nor any
affiliate,  director,  officer, employee, agent,  representative or other person
acting on behalf of the Company has:  (i) used any  corporate or other funds for
unlawful contributions,  payments, gifts or entertainment,  or made any unlawful
expenditures relating to political activities to government

<PAGE>

officials or others,  or (ii)  accepted or received any unlawful  contributions,
payments, gifts or expenditures.

     Section 2.19.  Accuracy of  Representations.  No representation or warranty
made by the  Company  in this  Agreement  or any  document  delivered,  or to be
delivered,  by or on behalf of the Company  pursuant  hereto contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements  contained herein or therein not misleading.  There is no fact or
circumstance that the Company has not disclosed to the Purchaser in writing that
the Company presently believes has resulted,  or could reasonably be expected to
result,  in a Material  Adverse Change or could reasonably be expected to have a
material adverse effect on the ability of the Company to perform its obligations
under this Agreement.


                                   Article III

                 Representations and Warranties of the Purchaser

     The Purchaser hereby represents and warrants to the Company as follows:

     Section 3.1.  Organization.  The Purchaser is a limited  partnership,  duly
organized,  validly existing and in good standing under the laws of the state of
Delaware.

     Section 3.2.  Authorization.  The Purchaser has the  partnership  power and
authority to execute and deliver this  Agreement and to perform its  obligations
hereunder,  all of which have been duly authorized by all requisite  partnership
action.  This Agreement has been duly authorized,  executed and delivered by the
Purchaser  and  constitutes  a valid and  binding  agreement  of the  Purchaser,
enforceable against the Purchaser in accordance with its terms.

     Section 3.3.  Access to  Information.  The Purchaser has received copies of
the  Placement  Materials.   In  addition,   the  Purchaser  and  its  purchaser
representatives, if any, have had an opportunity to ask questions of and receive
answers  from  representatives  of the Company  concerning  the  business of the
Company,  its condition and  prospects  (financial  and other) and the terms and
conditions of the offering of the Units.

     Section 3.4. Accredited Investor. The Purchaser is an "Accredited Investor"
as such  term is  defined  in  Rule  501 of the  rules  and  regulations  of the
Commission promulgated under the Securities Act (an "Accredited Investor").

     Section 3.5.  Investment  Intent.  (a) The Purchaser is acquiring the Units
for its own account for investment  only and not for or with a view to resale or
distribution, except to Permitted Transferees (as defined herein). The Purchaser
has not entered into any contract,  undertaking,  agreement or arrangement  with
any person (other than a Permitted  Transferee)  to sell,  transfer or pledge to
such  person  or anyone  else the  Units,  or the  Debentures  and the  Warrants
constituting a part thereof and the Purchaser has no present plans or intentions
to enter into any such contract, undertaking, agreement or arrangement.

<PAGE>

     (b) The Purchaser  has the  financial  ability to bear the economic risk of
losing its entire investment in the Units, is prepared to bear the economic risk
of its investment in the Units for an indefinite  time and can afford to sustain
a complete loss of its investment in the Units.

     (c) The overall  commitment of the Purchaser to  investments  which are not
readily marketable is not  disproportionate  to its net worth, and an investment
in the Units will not cause such overall  commitment  to become  excessive.  The
Purchaser's  need for  diversification  in its investment  portfolio will not be
impaired by an investment in the Company.

     (d) The Purchaser has adequate means of satisfying its short term needs for
cash and has no present need for  liquidity  which would  require it to sell its
Units, or any interest therein.

     (e) The Purchaser has substantial experience in making investment decisions
of this type and/or is relying on its own  advisors  in making  this  investment
decision and,  therefore,  either alone or together with its advisors,  has such
knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of an investment in the Company.

     (f)  The  Purchaser   understands  that  the  Units  constitute  restricted
securities  within the meaning of Rule 144 promulgated under the Securities Act,
and that none of the Units, or any interest therein, may be sold except pursuant
to  an  effective  registration  statement  under  the  Securities  Act  or in a
transaction  exempt from registration  under the Securities Act, and understands
the meaning and effect of such restriction.

     (g) The Purchaser has considered and, to the extent the Purchaser  believed
such discussion was necessary,  discussed with its  professional  legal, tax and
financial  advisers  the  suitability  of an  investment  in the Company for the
Purchaser's  particular  tax  and  financial  situation  and the  Purchaser  has
determined that the Units are a suitable investment for it.

     (h)  THE  PURCHASER  UNDERSTANDS  THAT AN  INVESTMENT  IN THE  UNITS  BEING
PURCHASED BY IT INVOLVES A HIGH DEGREE OF RISK,  INCLUDING  WITHOUT  LIMITATION,
RISKS  RELATING TO THE COMPANY'S  CONTINUING  NEED FOR ADDITIONAL  CAPITAL,  THE
COMPANY'S NEED FOR LIQUIDITY, THE EFFECTS OF COMPETITION, THE COMPANY'S RELIANCE
ON KEY  PERSONNEL,  THE COMPANY'S  DEPENDENCE ON  TECHNOLOGY  AND  TECHNOLOGICAL
INNOVATION,  THE  RESTRICTIONS  ON  TRANSFER  OF THE  UNITS,  AS WELL AS SIMILAR
RESTRICTIONS  ON TRANSFERS OF THE  SECURITIES  COMPRISING  THE UNITS,  POTENTIAL
CONFLICTS OF INTEREST AND RELATED PARTY  TRANSACTIONS  INVOLVING THE COMPANY AND
THE DIRECTORS AND OFFICERS OF THE COMPANY,  AND THE SUCCESSFUL  CONSUMMATION  OF
THE COMPANY'S BUSINESS AND OPERATING STRATEGY.

<PAGE>
                                   Article IV

                            Restrictions on Transfer

     Section 4.1.  Limited  Transferability.  The Units,  the Debentures and the
Warrants constituting the Units and the shares of Common Stock issuable upon the
conversion of the  Debentures  and the exercise of the Warrants  (the  "Issuable
Shares") shall not be  transferable  except in accordance with the provisions of
this Article IV, which  provisions  are intended to insure  compliance  with the
provisions  of the  Securities  Act in  respect of the  transfer  of any of such
securities.

     Section 4.2.  Restrictive  Legend.  The Debentures and any  certificates or
other instrument  representing the Warrants or the Issuable Shares shall (unless
otherwise  permitted  by the  provisions  of  Section  4.4  below) be stamped or
otherwise imprinted with the following legend:

          THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE AND CANNOT BE
          SOLD OR TRANSFERRED  UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS
          AN EXEMPTION UNDER SUCH ACT OR LAWS IS AVAILABLE.  THE TRANSFERABILITY
          OF THESE  SECURITIES  IS FURTHER  SUBJECT TO THE  PROVISIONS OF A UNIT
          PURCHASE  AGREEMENT  DATED  AS OF  MARCH 7,  1996 BY AND  BETWEEN  THE
          COMPANY AND CERBERUS PARTNERS, L.P.

     For purposes of this Article IV, any references to "Debentures," "Warrants"
or "Issuable Shares" shall include any other securities issued in respect of any
of such securities.

     Section 4.3.  Restrictions  on Transfer.  (a) Subject to the  provisions of
Section 4.4, the  Debentures,  the Warrants and the Issuable Shares shall not be
transferred,  and the Company  shall not be required  to register  any  transfer
thereof on the books of the Company, unless such transfer is made pursuant to an
effective  registration  statement,  in compliance with Rule 144, or pursuant to
another exemption under the Securities Act; provided,  however, that the Company
shall not be required to register any transfer in the event any  securities  are
offered or sold otherwise than pursuant to an effective  registration  statement
or  pursuant to Rule 144 unless the  Company  shall have  received an opinion of
counsel to the  Purchaser,  reasonably  satisfactory  to the Company,  that such
transfer does not require  registration  under the  Securities Act or applicable
state securities laws.  Notwithstanding the foregoing,  the Purchaser may freely
transfer at any time, or from time to time, the Debentures,  the Warrants and/or
the Issuable Shares, or any interest therein,  to (i) any general partner of the
Purchaser,  (ii) any  limited  partner of the  Purchaser,  (iii) any other fund,
account or other entity managed,  directly or indirectly, by the general partner
of the Purchaser or any general partner of the general partner of the Purchaser,
or (iv) the  respective  subsidiaries  and  affiliates of any of the  foregoing,
provided that any such transferee specified in clauses (i) through (iv) above is
an Accredited Investor (each, a "Permitted  Transferee")  without 

<PAGE>

complying  with the  provisions of this Article IV (a "Permitted  Transfer") and
the Company shall,  or shall cause any registrar or transfer agent to,  promptly
register  any such  Permitted  Transfer on the books of the  Company;  provided,
however,  that in connection  with any such  Permitted  Transfer,  the Permitted
Transferee shall represent to the Company that it is an Accredited  Investor and
shall agree in writing to be bound by the provisions of this Article IV.

     (b) In addition to the restrictions set forth in paragraph (a) above, for a
period of 150 days after the Closing (the "Restrictive  Period"),  the Purchaser
shall not sell,  assign,  transfer or otherwise dispose of the Debentures or any
interest therein (a "Transfer")  (other than a Permitted  Transfer)  without the
prior written consent of the Company which may be withheld by the Company in its
sole discretion if, as a result thereof,  the Purchaser would  beneficially  own
(as defined in Section 5.1(d)) less than 50% of the Debentures then outstanding.
Subject to the restrictions set forth in paragraph (a) above, from and after the
end of the  Restrictive  Period,  the Purchaser may Transfer all or a portion of
the Debentures, or any interest therein, without the consent of the Company.

     Section 4.4. Lapse of Restrictions; Removal of Legends. The restrictions on
transfer  set forth in Section 4.3  relating to the  Warrants  and the  Issuable
Shares shall lapse upon the effectiveness of the registration statement relating
thereto  which  the  Company  is  required  to file and  maintain  effective  as
specified  therein.  From and  after  the  effective  date of such  registration
statement,  the  Purchaser  shall be entitled to exchange  the  Warrants and any
certificates   representing   Issuable  Shares  for   replacement   Warrants  or
certificates not bearing the restrictive legend set forth in Section 4.2 above.

                                    Article V

                              Board Representation

     Section 5.1. Board Representation. (a) So long as the "Purchaser Group" (as
defined  below)  beneficially  owns at least 10% of the issued  and  outstanding
shares of Common  Stock,  the  Purchaser  shall have the right to designate  one
individual to serve on the Board of Directors of the Company; provided, however,
that if the Purchaser Group ceases at any time to beneficially  own an aggregate
of at least 10% of the issued and outstanding shares of Common Stock, the rights
set forth in this Section 6.2 shall immediately  terminate and shall not re-vest
if at any time thereafter the Purchaser Group  beneficially owns an aggregate of
10% or more of the  issued and  outstanding  shares of Common  Stock.  After the
Closing,  promptly upon receipt of a request by the Purchaser, the Company shall
take all action  necessary to increase the size of the Board of Directors by one
director  and to appoint  the person  designated  by the  Purchaser  to fill the
vacancy caused by such increase in the size of the Board of Directors.  The term
of such designee  shall  continue  until the next  succeeding  annual meeting of
shareholders  of the  Company  and  until  his  successor  is duly  elected  and
qualified.  Thereafter,  so long as the Purchaser continues to have the right to
designate a member of the Company's Board of Directors  pursuant to this Section
5.1, the Company  shall use its best efforts to cause the designee or such other
person  designated by the  Purchaser  from time to time (who shall be reasonably
satisfactory  to  the  Company;  provided,  however,  that  any  officer  of the
Purchaser  shall be deemed to be  satisfactory 

<PAGE>

to the Company) (the "Purchaser  Representative")  to be elected to the Board of
Directors of the Company at any succeeding annual meeting of the shareholders of
the Company or, if the  election of directors  occurs  other than  pursuant to a
meeting of  shareholders,  to  otherwise  effect the  election of the  Purchaser
Representative as a director.

     (b) In the event that the Purchaser  Representative  resigns,  is unable to
serve as a director or is removed,  with or without cause,  the Purchaser  shall
give written  notice to the  Secretary of the Company  designating a replacement
Purchaser  Representative.  Promptly  upon receipt of such  notice,  the Company
shall use its best efforts to fill the  resulting  vacancy by causing the person
designated in the notice to be appointed to fill such vacancy.

     (c) In the event that the  Purchaser  Group  shall,  at any time,  cease to
beneficially  own at least 10% of the issued and outstanding  Common Stock,  the
Purchaser  Representative  shall  be  deemed  to  have  resigned  as a  director
effective as of the date the Purchaser Group's aggregate beneficial ownership of
Common  Stock  first falls below 10% and shall cease to be a member of the Board
of  Directors;  provided,  however,  that  such  person's  participation  in the
deliberations  of  the  Board  of  Directors  subsequent  to  the  date  of  his
termination as a director  shall not affect in any respect any corporate  action
which has been approved by a majority of the  remaining  members of the Board of
Directors,  whether  at a meeting  at which a quorum  of the Board of  Directors
(excluding  the  Purchaser  Representative  for this  purpose)  was  present  or
pursuant to a written consent signed by the remaining directors.

     (d) As used herein,  the term  "beneficial  owner" (and,  with  correlative
meanings, "beneficially own" and "beneficial ownership") of any interest means a
person or entity who, together with his or its affiliates, is or may be deemed a
beneficial  owner of such interest for purposes of Rule 13d-3 or 13d-5 under the
Exchange  Act or who,  together  with his or its  affiliates,  has the  right to
become  such a  beneficial  owner  of  such  interest  (whether  such  right  is
exercisable  immediately  or only  after the  passage of time)  pursuant  to any
agreement,  arrangement or  understanding,  or upon the exercise,  conversion or
exchange  of any  warrant,  right or other  instrument,  or  otherwise.  As used
herein,  the term  "Purchaser  Group"  means  the  Purchaser  and all  Permitted
Transferees of the Purchaser.

                                   Article VI

                              Deliveries at Closing

     Section 6.1.  Deliveries  by the Company.  Prior to or at the Closing,  the
Company  shall  deliver to the  Purchaser  the  following in form and  substance
reasonably satisfactory to the Purchaser's counsel:

     (a) a  certificate  of the  President  or a Vice  President of the Company,
dated  the  date  hereof,  to the  effect  that  (i)  the  person  signing  such
certificate  is  familiar  with this  Agreement,  (ii) all  representations  and
warranties made by the Company in this Agreement are true,  correct and complete
in all material respects as of the Closing, (iii) the Company has duly performed
or complied with, in all material  respects,  all of the covenants,  obligations
and  agreements  to be

<PAGE>

performed or complied  with by it under the terms of this  Agreement on or prior
to or at  Closing,  and  (iv)  there  has been no  Material  Adverse  Change  or
prospective  change which could  reasonably  be expected to result in a Material
Adverse Change since September 30, 1995;

     (b) a certificate  of the Secretary or Assistant  Secretary of the Company,
dated the date  hereof,  as to the  incumbency  of any  officer  of the  Company
executing this Agreement or any document related thereto and covering such other
matters as the Purchaser may reasonably request;

     (c) a certified copy of the resolutions of the Company's Board of Directors
authorizing the execution,  delivery and  consummation of this Agreement and the
transactions contemplated hereby;

     (d) the Debentures and the Warrants, duly executed, issued and delivered by
the Company and registered in such names as the Purchaser may request;

     (e) a duly executed counterpart of the Credit Facility;

     (f) a  duly  executed  counterpart  of  the  Security  Documents  and  such
assurances  of the  perfection,  priority and status of the  security  interests
granted thereby as the Purchaser may request;

     (g) a duly executed counterpart of the Advisory Agreement;

     (h) a duly executed counterpart of the Laird Agreement;

     (i)  evidence  that the Company has  completed  the  Restructuring  and the
offering of at least 15  Preferred  Stock  Units,  the Series E Warrants and the
Laird Options;

     (j) a certified copy of the Amendment;

     (k) evidence that (i) Jerome Deutsch and Steven Feigenbaum have resigned as
directors of the Company effective as of the Closing, (ii) the size of the Board
of Directors of the Company has been increased to six members, and (iii) Richard
K. Laird, Lawrence Schneider and Norman M. Phipps have been elected as directors
of the Company, effective as of the Closing;

     (l) an opinion of Lacher & Lovell-Taylor,  counsel to the Company, covering
such matters as the Purchaser may reasonably request; and

     (m)  such  other  documents  or  instruments  as the  Purchaser  reasonably
requests to effect the transactions contemplated hereby.

     Section 6.2. Deliveries by the Purchaser.  Prior to or at the Closing,  the
Purchaser  shall  deliver to the Company  the  following  in form and  substance
reasonably satisfactory to the Company's counsel:

<PAGE>

     (a) a certificate of a Managing  Director of the Purchaser,  dated the date
hereof,  to the effect that (i) the person signing such  certificate is familiar
with  this  Agreement,  (ii)  all  representations  and  warranties  made by the
Purchaser  are true,  correct and  complete in all  material  respects as of the
Closing,  and (iii) the  Purchaser has duly  performed or complied  with, in all
material  respects,  all of the  covenants,  obligations  and  agreements  to be
performed or complied  with by it under the terms of this  Agreement on or prior
to or at the Closing;

     (b) a certificate of a Managing  Director of the Purchaser,  dated the date
hereof,  as to the incumbency of any officer of the  Partnership  executing this
Agreement or any document related thereto and covering such other matters as the
Company may reasonably request;

     (c) evidence that the Purchase Price has been paid in full; and

     (d) such other documents or instruments as the Company reasonably  requests
to effect the transactions contemplated hereby.


                                   ARTICLE VII

                         Survival, Amendment and Waiver

     Section   7.1.   Survival   of   Representations   and   Warranties.    The
representations  and warranties  contained in this Agreement or any  certificate
delivered in connection  herewith shall survive the Closing and shall apply with
respect to claims  asserted  in  writing  within  one year of the  Closing.  The
provisions  of this Section 7.1 shall not limit any covenant or agreement of the
parties hereto which, by its terms, contemplates performance after the Closing.

     Section  7.2.  Amendments.  This  Agreement  may be amended by the  parties
hereto, at any time prior to the Closing,  in the case of the Company, by action
taken by its Board of  Directors  and, in the case of the  Purchaser,  by action
taken by its general partner.  This Agreement  (including the provisions of this
Section 7.2) may not be amended or modified  except by an  instrument in writing
signed on behalf of all of the parties hereto.

     Section 7.3. Extension;  Waiver. At any time prior to Closing,  the parties
hereto,  in the case of the  Company,  by action taken by its Board of Directors
and, in the case of the Purchaser,  by action taken by its general partner,  may
(i) extend the time for  performance of any of the  obligations or other acts of
the other parties hereto, (ii) waive any inaccuracies in the representations and
warranties  of the other  parties  hereto  contained  herein or in any  document
delivered pursuant hereto, and (iii) waive compliance with any of the agreements
of the other parties  hereto or  satisfaction  of any of the  conditions to such
party's  obligations  contained  herein.  Any  agreement  on the part of a party
hereto to any such  extension  or waiver  shall be valid only if set forth in an
instrument  in writing  signed on behalf of such  party.  The failure of a party
hereto to assert any of its rights  hereunder  shall not  constitute a waiver of
such rights.

<PAGE>

                                  ARTICLE VIII

                                  Miscellaneous

     Section  8.1.  Notices.  All  notices or other  communications  required or
permitted  hereunder shall be in writing and shall be delivered  personally,  by
facsimile or sent by certified, registered or express air mail, postage prepaid,
and shall be deemed given when so delivered personally,  or by facsimile,  or if
mailed, two days after the date of mailing, as follows:

If to the Company:                  121-03 Dupont Street
                                    Plainview, New York 11803
                                    Telephone:  (516) 349-1700
                                    Facsimile:   (516) 349-8552
                                    Attention:  Chief Executive Officer

With a copy to:                     Lacher & Lovell-Taylor
                                    770 Lexington Avenue
                                    New York, New York 10021
                                    Telephone:  (212) 935-6000
                                    Facsimile:   (212) 750-1222
                                    Attention:  Joel Hasen, Esq.

If to the Purchaser:                Cerberus Partners, L.P.
                                    950 Third Avenue, 20th Floor
                                    New York, New York 10022
                                    Telephone:  (212) 421-6300
                                    Facsimile:  (212) 750-5212
                                    Attention:  Seth Plattus

With a copy to:                     Lowenstein, Sandler, Kohl,
                                      Fisher & Boylan
                                    65 Livingston Avenue
                                    Roseland, NJ 07068
                                    Telephone:  (201) 992-8700
                                    Facsimile:   (201) 992-5820
                                    Attention:  John D. Hogoboom, Esq.

or to such other  address as any party  hereto  shall  notify the other  parties
hereto (as provided above) from time to time.

     Section 8.2.  Expenses.  The Company shall pay its own expenses incident to
this Agreement and the transactions  contemplated  herein.  The Company shall be
responsible  for and shall pay the  expenses of the  Purchaser  incident to this
Agreement and the  transactions  contemplated  herein as provided in the Letter,
dated March 5, 1996 (the "Letter"), from the Company to the Purchaser.

<PAGE>


     Section 8.3.  Governing Law; Consent to Jurisdiction.  This Agreement shall
be governed by, and construed in accordance with, the internal laws of the State
of Delaware, without reference to the choice of law principles thereof.

     Section 8.4.  Assignment;  Successors  and Assigns;  No Third Party Rights.
This  Agreement  may not be assigned by operation of law or  otherwise,  and any
attempted  assignment  shall  be null  and  void;  provided,  however,  that the
Purchaser  may assign this  Agreement  (or any  interest  herein) to one or more
Permitted  Transferees.  This  Agreement  shall be binding upon and inure to the
benefit of the parties hereto and their respective  heirs,  successors,  assigns
and legal  representatives.  This Agreement shall be for the sole benefit of the
parties to this Agreement and their respective  heirs,  successors,  assigns and
legal representatives and is not intended,  nor shall be construed,  to give any
Person,  other than the parties hereto and their respective  heirs,  successors,
assigns and legal representatives, any legal or equitable right, remedy or claim
hereunder.

     Section 8.5. Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed an original  agreement,  but all of which together
shall constitute one and the same instrument.

     Section 8.6. Titles and Headings. The titles and headings in this Agreement
are for reference  purposes only, and shall not in any way affect the meaning or
interpretation of this Agreement.

     Section 8.7.  Entire  Agreement.  This  Agreement  and the Letter  together
constitute  the entire  agreement  among the parties with respect to the matters
covered   hereby  and   supersede   all  previous   written,   oral  or  implied
understandings among them with respect to such matters.

     Section 8.8.  Severability.  The invalidity of any portion hereof shall not
affect the validity,  force or effect of the remaining portions hereof. If it is
ever held that any restriction  hereunder is too broad to permit  enforcement of
such restriction to its fullest extent,  such  restriction  shall be enforced to
the maximum extent permitted by law.

     Section 8.9. No Strict Construction. Each of the parties hereto acknowledge
that this Agreement has been prepared  jointly by the parties hereto,  and shall
not be strictly construed against either party.


                  [Remainder of page intentionally left blank]

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the day and year first above written.



                                          LOGIMETRICS, INC.



                                          By: /s/Murray H. Feigenbaum
                                              ______________________________
                                              Name:Murray H. Feigenbaum
                                              Title: President


                                          CERBERUS PARTNERS, L.P.

                                          By:  Cerberus Associates, L.P.,
                                               its General Partner



                                          By: /s/Stephen Feinberg
                                              ______________________________
                                              Name:  Stephen Feinberg
                                              Title:  General Partner

<PAGE>

                                                                 EXHIBIT A


                               FORM OF DEBENTURE

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE AND CANNOT BE SOLD OR TRANSFERRED
UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION UNDER SUCH ACT OR
LAWS IS AVAILABLE. THE TRANSFERABILITY OF THESE SECURITIES IS FURTHER SUBJECT TO
THE  PROVISIONS OF A UNIT PURCHASE  AGREEMENT  DATED AS OF MARCH 7,  1996 BY AND
BETWEEN THE COMPANY AND CERBERUS PARTNERS, L.P.


                  12% CONVERTIBLE SENIOR SUBORDINATED DEBENTURE

                                  March 7, 1996


     LOGIMETRICS,  INC., a Delaware corporation (the "Company"), hereby promises
to pay to the order of Cerberus  Partners,  L.P.  (together with its, his or her
successors  and assigns,  the "Holder") the principal  amount of fifty  thousand
dollars ($50,000) together with interest thereon calculated from the date hereof
in accordance with the provisions of this debenture ("Debenture").

     This Debenture is one of a series of 12%  Convertible  Senior  Subordinated
Debentures  ("Debentures")  the principal of which  aggregates  one million five
hundred thousand dollars ($1,500,000). All Debentures rank pari passu.

     By accepting this Debenture,  the Holder agrees that the obligations of the
Company to the Holder under this  Debenture  shall be  subordinated  only to the
Senior  Debt (as  hereinafter  defined) of the  Company,  all upon the terms set
forth in paragraph 4 hereof.

     1.  Payment of Interest.  Subject to  subparagraph  6(c)(xviii)(C)  hereof,
interest  will accrue from the date hereof at the rate of twelve  percent  (12%)
per annum on the unpaid principal amount of this Debenture outstanding from time
to time on the basis of a 360-day  year for the actual  number of days  elapsed.
Subject to  paragraph 4  hereof,  the Company will pay to the Holder all accrued
and unpaid interest on this Debenture on June 15, 1996 and quarterly thereafter,
in arrears, on the 15th day of September, the 15th day of December, the 15th day
of March and the 15th day of June to and  including  the earlier to occur of the
Conversion Date  (hereinafter  defined) or the 

<PAGE>


Due Date  (hereinafter  defined).  Interest  will  accrue at the  greater of the
Default Rate  (hereinafter  defined) and the rate of fifteen  percent  (15%) per
annum on any  principal  payment  past due  under  this  Debenture  and,  unless
prohibited  under  applicable law (and if so prohibited  then only to the extent
not so prohibited), on any interest which has not been paid on the date on which
it is due and payable  (without giving effect to any applicable grace periods or
paragraph 4 hereof) until such time as payment therefor is actually delivered to
the Holder.

     2. Payment of Principal on Debenture.

          (a) Scheduled Payments. The Company will repay the principal amount of
this Debenture on December 31, 1998 ("Due Date").

          (b) Optional  Prepayment.  At any time after nine months from the date
hereof,  provided  that the  Registration  Statement  (hereinafter  defined)  is
effective  and  available  for  sales  of  Registrable  Securities  (hereinafter
defined)  thereunder,  the Company  may at any time  hereafter  prepay,  without
premium or  penalty,  all (but not less than all) of the  outstanding  principal
amount of the Debentures,  together with interest accrued on such prepaid amount
to the date of payment;  provided (i) the average closing price of the Company's
Common  Stock  on days  the  Common  Stock  traded  during  the  120-day  period
immediately  preceding  the date of the notice  provided  for in  paragraph  (c)
hereinbelow  shall have been not less than $5.00,  and (ii) the closing price of
the Common Stock for each of the 30 trading days immediately  preceding the date
of such notice  shall have been not less than  $5.00,  adjusted in each case for
stock splits, stock dividends or other similar transactions  effecting the price
of the Common  Stock.  No Debenture  may be prepaid  unless all  Debentures  are
prepaid.

          (c) Notice of Prepayment.  The Company will give written notice of its
election to prepay this  Debenture to the Holder in person or by  registered  or
certified mail, return receipt requested, at least thirty (30) and not more than
forty-five (45) days prior to the date of prepayment.  On the date of prepayment
specified  in the  Company's  notice,  the Company will deliver to the Holder of
this  Debenture in person or by registered  or certified  mail,  return  receipt
requested,  a cashier's or certified check for the entire outstanding  principal
amount being prepaid,  together with all accrued  interest  thereon  through the
date of prepayment.

     3. Intentionally Omitted.

     4. Subordination.  The Company's payment, whether voluntary or involuntary,
whether in cash, property, securities or otherwise and whether by 

<PAGE>


application  of  offset  or  otherwise  (hereinafter  "Payment")  of  any of its
obligations under this Debenture shall be subject to the following restrictions:

          (a)  Subordination  to Senior Debt.  Anything in this Debenture to the
contrary  notwithstanding,  the  obligations  of the  Company  in respect of the
principal of and interest  (including  any premium or penalty) on this Debenture
and any other amounts due under this Debenture (the  "Subordinated  Debt") shall
be subordinate  and junior in right of payment,  to the extent and in the manner
hereinafter set forth, to the Senior Debt. "Senior Debt", when used with respect
to the Company, means (i) the Company's indebtedness to North Fork Bank ("Bank")
under (A) that certain  $800,000  Further  Restated,  Increased and Amended Term
Loan Note, dated March 7,  1996, and (B) that certain  $2,200,000 Fifth Restated
and Amended Revolving Credit Note, dated March 7,  1996, in each case,  together
with interest thereon and (ii) renewals,  extensions,  refinancings,  deferrals,
restructurings,  amendments,  modifications  and  waivers  of  the  indebtedness
described in clause (i) above.

          (b)  Default on Senior  Debt.  So long as the Senior Debt has not been
paid in full,  if there  shall  occur a default in the  payment  when due of any
amount  due and owing on account of Senior  Debt (any of the  foregoing  being a
"Senior  Debt  Default")  then,  from and after the  receipt of  written  notice
thereof from the holder of Senior Debt unless and until such Senior Debt Default
shall have been  remedied or waived the Company will not make any Payment on any
Subordinated  Debt,  and the  Holders of  Subordinated  Debt will not receive or
accept any direct or indirect  Payment in respect  thereof,  and the Company may
not redeem or otherwise acquire any Subordinated Debt.

          (c) Changes in Senior Debt. Any holder of Senior Debt may, at any time
and from time to time,  without  the  consent  of, or notice  to, the Holder and
without  incurring  responsibility  to the  Holder,  and  without  impairing  or
releasing the obligations of the Holder hereunder:

               (i)  Change  the  manner,  place or terms of payment or change or
     extend  the time of  payment  of or renew or alter the  Senior  Debt or any
     portion thereof; provided, however, that without the written consent of the
     Majority Holders (hereinafter defined) the principal amount of and interest
     rate  applicable  from  time to time to  Senior  Debt may not be  increased
     (other than  pursuant to the terms of the Senior Debt as such terms existed
     on the date of issuance hereof);

               (ii)  Sell,   exchange,   release  or  otherwise  deal  with  any
     collateral  securing the Senior Debt or any other property by whomsoever at
     any 

<PAGE>

     time pledged or mortgaged to secure, or however  securing,  the Senior Debt
     or any portion thereof; and

               (iii) Apply any sums by  whomsoever  paid or however  released to
     the Senior Debt or any portion thereof.

          (d) Consent to Senior  Debt.  By  acceptance  of this  Debenture,  the
Holder hereby consents to the making of Senior Debt and hereby acknowledges that
each current and future holder of Senior Debt has relied, and in the future will
rely, upon the terms of this Debenture. The holders of Senior Debt shall have no
liability to the Holder and the Holder hereby waives any claim which it may have
now or  hereafter  against  any holder of Senior Debt  arising  from any and all
actions  which any holder of Senior  Debt may take or omit to take in good faith
with regard to the Senior Debt or its rights or obligations hereunder.

          (e) Payments in Trust.  Until the Senior Debt has been repaid in full,
in the event the  Holder  shall  receive  any  Payment in  contravention  of the
provisions  of  this   paragraph 4   including,   Payments   arising  under  the
subordination  provisions of any other  indebtedness of the company,  the Holder
shall hold all such Payments so received in trust for the holders of Senior Debt
and shall forthwith turn over all such Payments to the holders of Senior Debt in
the form  received  (except for the  endorsement  or assignment of the Holder as
necessary,  without recourse or warranty) to be applied to payment of the Senior
Debt whether or not then due and  payable.  Any Payment so received in trust and
turned  over to the  holders  of Senior  Debt  shall not be deemed a Payment  in
satisfaction of the Subordinated Debt by the Company.

          (f)  Payment in full of Senior  Debt;  Subrogation.  If any payment or
distribution  to which a Holder of  Subordinated  Debt would otherwise have been
entitled but for the  provisions  of this  paragraph 4  shall have been applied,
pursuant to the provisions of this  paragraph 4,  to the payment of Senior Debt,
then and in such case, the Holder of the Subordinated Debt (i) shall be entitled
to receive from the holders of Senior Debt at the time  outstanding any payments
or distributions received by such holders of Senior Debt in excess of the amount
sufficient to pay all Senior Debt in cash in full (whether or not then due), and
(ii)  following  payment of the Senior Debt in full,  shall be subrogated to any
right of the holders of Senior  Debt to receive any and all further  payments or
distributions  applicable to Senior Debt, until all the Subordinated  Debt shall
have been paid in full. If the Holder of the  Subordinated  Debt shall have been
subrogated  to the rights of the holders of Senior Debt due to the  operation of
this  paragraph 4(f),  the Company agrees to take all such reasonable actions as
are  requested by such Holders of the  Subordinated  Debt in order to cause such
Holders to

<PAGE>


be able to obtain  payments  from the Company with  respect to such  subrogation
rights as soon as possible.

          (g) No Impairment of the Company's  Obligations.  Nothing contained in
this  paragraph 4,  as between the  Company  and the Holder of the  Subordinated
Debt,  shall  impair  the  obligation  of the  Company,  which is  absolute  and
unconditional,  to  pay to the  Holder  the  principal  of and  interest  on the
Subordinated  Debt  as and  when  the  same  shall  become  due and  payable  in
accordance with the terms hereof.

          (h) Advances in Reliance.  The Holder of the Subordinated Debt, by its
acceptance thereof, agrees that each holder of Senior Debt has advanced funds or
may in the  future  advance  funds in  reliance  upon the terms  and  conditions
hereof.

          (i)  Non-Waiver  of Rights.  No right of any holder of Senior  Debt to
enforce its right of  subordination  as herein provided shall at any time in any
way be  prejudiced  or  impaired by any act or failure to act on the part of the
Company,  or by  any  act or  failure  to act  by  any  such  holder,  or by any
non-compliance  by the Company with the terms,  provisions  and covenants of the
Subordinated Debt,  regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

          (j) Recaptured  Payments.  Any Payments received by a holder of Senior
Debt from the Company or the Holder  which,  in  connection  with an  Insolvency
Event or  Proceeding  (hereinafter  defined),  is required to be remitted to the
payor or the  bankrupt  estate  shall not be deemed a Payment to such  holder of
Senior Debt for all purposes hereunder.

     5.  Security.  The  obligations of the Company to Holders of the Debentures
are secured pursuant to a Security Agreement of even date ("Security Agreement")
made by the  Company in favor of Holders of the  Debentures.  In addition to all
rights and remedies  provided herein,  Holders of the Debentures are entitled to
the benefits  provided in the Security  Agreement.  By accepting this Debenture,
the Holder hereof agrees to be bound by the terms of the Security Agreement.

     6.   Conversion Rights.

          (a) The  Holder  of this  Debenture  has the  right  (the  "Conversion
Right"),  exercisable  at his,  her or its option at any time  during  which the
principal  amount of this Debenture is  outstanding,  to convert this Debenture,
but only in whole,  into eighty four thousand seven hundred  forty-six  (84,746)
shares of the Company's Common Stock, par value $.01 per share ("Common Stock"),
subject to adjustment in certain circumstances as provided herein.

<PAGE>

          (b)  The  Conversion  Right  is  exercisable  upon  surrender  of this
Debenture,  together with a conversion  notice,  in the form attached  hereto as
Exhibit A, duly executed and completed, evidencing the election of the Holder to
exercise the  Conversion  Right,  to the  Company's  principal  office at 121-03
Dupont Street, Plainview, New York 11803. The registered owner of this Debenture
shall  become the  record  Holder of the shares of Common  Stock  issuable  upon
conversion as of the date of exercise of the Conversion  Right (the  "Conversion
Date").  The shares  issued in  connection  with the  Conversion  Right shall be
registered  initially in the name of the Holder,  and delivered to the Holder no
later  than  two  (2)  business  days  after  receipt  of a  properly  completed
conversion notice. Upon conversion,  the Company shall pay to the Holder accrued
but unpaid interest on this Debenture up to, but excluding, the Conversion Date.

          (c) In  case,  at any  time or from  time to time  after  the  date of
issuance of this Debenture  ("Issuance  Date"),  the Company shall issue or sell
shares of its Common  Stock  (other  than any  Common  Stock  issuable  upon (i)
conversion  of the  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 his option 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  $300,000  Amended and Restated 12%
Convertible Subordinated Debentures ("1995 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 Series E  Warrants dated March 7,  1996 to purchase  1,000,000 shares of
the Company's Common Stock ("Series E  Warrants" and together with the Series A,
B, C and D Warrants,  "Warrants"), (ix) 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") and (x) conversion of the Company's up to 30
shares  of  Series A  12%  Cumulative  Convertible  Redeemable  Preferred  Stock
("Preferred   Stock"  and  together  with  the  1995   Debentures,   the  Senior
Subordinated  Debentures,  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 $.30
per  share  ("Trigger  Price"),  or,  if a  Pro  Forma  Adjusted  Trigger  Price
(hereinafter   defined)   shall  be  in  effect  as   provided   below  in  this
paragraph (c),  then less than such Pro Forma Adjusted  Trigger Price per share,
then and in each such

<PAGE>

case the Holder of this  Debenture,  upon the  conversion  hereof as provided in
paragraph  (a) hereof,  shall be  entitled to receive,  in lieu of the shares of
Common Stock  theretofore  receivable upon the conversion of this  Debenture,  a
number of shares of Common Stock determined by (a) dividing the Trigger Price by
a Pro Forma Adjusted Trigger Price per share to be computed as provided below in
this paragraph (c), and (b) multiplying the resulting  quotient by the number of
shares of Common  Stock into which this  Debenture  is then  convertible.  A Pro
Forma  Adjusted  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 Adjusted Trigger Price shall be in effect, by such
               Price),  and  (y) the  consideration,  if  any,  received  by 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 (c):

               (i) 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.

               (ii) 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 

<PAGE>

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

               (iii) 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  Adjusted  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 

<PAGE>

     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  Adjusted  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 Adjusted  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.

               (iv) 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
     (iii) 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 Adjusted 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, plus
     the  consideration,  if  any,  actually  received  by the  Company  for the
     granting of all such rights or options, whether or not exercised.

               (v) In case any shares of stock or other  securities,  other than
     Common  Stock of the  Company,  shall at any  time be  receivable  upon the
     conversion of this  Debenture,  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  Debenture,  then and in each  such case the Pro
     Forma  Adjusted  Trigger  Price  per share  shall  forthwith  be  adjusted,
     substantially in the manner provided for above in this paragraph (c), so as
     to  protect  the  holder  of this  Debenture  against  the  effect  of such
     dilution.

<PAGE>

               (vi) 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.

               (vii)  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 (c),  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 (vii),
     it  will,   not  less  than   seven  (7)  days  after  any  and  each  such
     determination, deliver to the holder of this Debenture a 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 

<PAGE>

     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.

               (viii) 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.

               (ix) 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.

               (x) Following  each  computation or  readjustment  of a Pro Forma
     Adjusted  Trigger  Price  as  provided  in this  paragraph (c),  the  newly
     computed or  adjusted  Pro Forma  Adjusted  Trigger  Price shall  remain in
     effect until a further  computation or readjustment  thereof is required by
     this paragraph (c).

               (xi) 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 Debenture) 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;

<PAGE>

(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 this  paragraph (c)),  then in each case the holder
of this  Debenture,  upon the  conversion  hereof as provided  in  paragraph (a)
hereof, shall be entitled to receive, in lieu of, or in addition to, as the case
may be, the shares theretofore receivable upon the conversion of this Debenture,
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,  she or it had been the
holder of record of the  number of shares of Common  Stock of the  Company  into
which this Debenture is convertible and had  thereafter,  during the period from
the Issuance Date to and including  the date of such  conversion,  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, her or it as aforesaid  during such period,  giving effect to
all adjustments  called for during such period by paragraph (c) and subparagraph
(xii) hereof.

               (xii) 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 conversion of this Debenture) 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 Debenture,  upon the conversion  hereof as provided
     in  paragraph (a)  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
     converted this Debenture  immediately prior thereto, all subject to further
     adjustments  as provided for herein;  in each such case,  the terms of this
     Debenture shall be applicable to the shares of stock or other securities or
     property  receivable  upon the  conversion  of this  Debenture  after  such
     consummation.

               (xiii) 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 Debenture, 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

<PAGE>

     receivable  upon the conversion of this Debenture  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  conversion of
     this Debenture.

               (xiv) In each case of an  adjustment  in the  number of shares of
     Common  Stock or other  stock,  securities  or property  receivable  on the
     conversion  of  this  Debenture,  at the  request  of the  holder  of  this
     Debenture  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 Debenture 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 Adjusted  Trigger Price. The Company will
     forthwith  mail a copy of  each  such  certificate  to the  holder  of this
     Debenture.

               (xv) 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 conversion of this Debenture) 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;

<PAGE>

then,  and in each such case, the Company will mail or cause to be mailed to the
holder of this Debenture 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 Debenture)  shall be entitled to exchange
their  shares of Common  Stock of any class (or such other stock or  securities)
for   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.

               (xvi) The Company will at all times  reserve and keep  available,
     solely for insurance and delivery upon the conversion of this Debenture and
     other  similar  Debentures,  such shares of Common  Stock and other  stock,
     securities  and  property as from time to time shall be  issuable  upon the
     exercise of this  Debenture  and all other  similar  Debentures at the time
     outstanding.

               (xvii) Upon receipt of evidence  reasonably  satisfactory  to the
     Company of the loss, theft, destruction or mutilation of this Debenture 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 Debenture of like tenor.

               (xviii)  (A) Within 90 days after the date  hereof,  the  Company
     will file a  registration  statement  ("Registration  Statement")  with the
     Securities and Exchange  Commission ("SEC") covering the Subject Securities
     (other than the Debentures,  the 1995  Debentures and the Preferred  Stock)
     and the shares of Common Stock  issuable upon  conversion of the Debentures
     and the Subject Securities  (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.

<PAGE>
                    (B) The  following  provisions  shall be  applicable  to the
          Registration Statement:

                         (aa) 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
               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.

                         (bb) The  Company  shall pay all  expenses  incurred in
               complying  with  the  provisions  of this  subparagraph  (xviii),
               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 

<PAGE>

               Holder,   if  any,  in  each  case  arising  in  connection  with
               registration  of the Registrable  Securities  shall be payable by
               the Holder.

                         (cc)  In  connection  with  the   registration  of  the
               Registrable Securities pursuant to this subparagraph (xviii), 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
               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.

                         (dd) The Holder will  indemnify  and hold  harmless the
               Company and each person,  if any, who controls the Company 

<PAGE>

               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.

                         (ee) The  reimbursements  required by clauses  (cc) and
               (dd) 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 (cc) or (dd) 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  satisfactory  to such
               indemnified  party, and after notice from the indemnifying  party
               to such  indemnified  party  of its  election  so to  

<PAGE>
               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.

                         (ff)  If  the  indemnification  provided  for  in  this
               subparagraph  (xviii) 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

<PAGE>

               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.

                         (gg) The Company and the Holder agree that it would not
               be just and  equitable  if  contribution  pursuant to clause (ff)
               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 net
               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.

                         (hh) 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.

                         (ii)  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.

                    (C) In the event (a) the Registration Statement is not filed
          by the Company  with the SEC on or prior to the  ninetieth  (90th) day
          after the date hereof, or (b) the Registration  Statement has not been
          declared 

<PAGE>

          effective by the SEC on or prior to the one hundred  eightieth (180th)
          day after the date hereof,  the annual interest rate on the Debentures
          shall be the rate per annum ("Default Rate") which is 12% increased by
          one and  one-half  percent  (1-1/2%) per annum for the first three (3)
          months  immediately  following the  expiration of such ninety (90) day
          period or one hundred eighty (180) day period, as the case may be, and
          by an  additional  one-half  of one  percent  (1/2%)  per annum at the
          beginning of each subsequent thirty (30) day period thereafter,  until
          such time as the  requirements of clause (a) or (b) above, as the case
          may be,  have  been  satisfied,  at which  time all  increases  in the
          interest rate borne by the Debentures  resulting from the operation of
          this  sentence  shall  terminate  and the  interest  rate borne by the
          Debentures  shall revert to the rate that otherwise would be in effect
          but for the operation of this sentence;  provided, however, that in no
          event shall the interest rate borne by the  Debentures  exceed seventh
          percent (17%) per annum pursuant to this sentence.

     7.   Covenants.

          (a)  Affirmative Covenants:  The Company will, and with respect to the
agreements  set forth in subsections (i) through (viii) hereof, will cause each 
subsidiary to:

               (i) with respect to its properties, assets and business, maintain
     insurance against loss or damage,  to the extent that property,  assets and
     businesses  of similar  character  are  usually  so  insured  by  companies
     similarly situated and operating like properties, assets or businesses with
     responsible  insurance companies  satisfactory to the Majority Holders said
     insurance to indicate the Agent (as defined in the Security  Agreement)  as
     an additional insured;

               (ii) duly pay and discharge all taxes or other claims which might
     become a lien upon any of its  properties  except to the  extent  that such
     items are being in good faith appropriately contested;

               (iii) maintain,  preserve and keep its properties in good repair,
     working order and condition, and make all reasonable repairs, replacements,
     additions, betterments and improvements thereto;

<PAGE>

               (iv) conduct its business in substantially the same manner and in
     substantially  the same  fields  as such  business  is now  carried  on and
     conducted;

               (v) comply with all statutes,  rules and regulations and maintain
     its corporate existence;

               (vi)   provide  the   Holders   with  the   following   financial
     information:

                    (A) annually, as soon as available,  but in any event within
          one hundred  twenty (120) days after the last day of each fiscal year,
          audited financial statements,  including balance sheets as of the last
          day of the fiscal year and statements of income and retained  earnings
          and changes in financial  condition for such fiscal year each prepared
          in accordance with generally accepted accounting  principles ("GAAP"),
          consistently  applied for the period and prior periods by  independent
          Certified Public Accountants satisfactory to the Majority Holders;

                    (B) as soon as available, but in any event within forty-five
          (45) days after the end of each fiscal  quarter,  internally  prepared
          financial  statements of the Company each prepared in accordance  with
          GAAP and jobs-in-progress reports for said period and prior periods;

                    (C)  within  a  reasonable  time  after  a  written  request
          therefor, such other financial data or information as such Holders may
          reasonably request from time to time;

                    (D) at the same time as it delivers the financial statements
          required  under the provisions of  subsections  (A) and (B) hereof,  a
          certificate  signed  by the  president  or  the  chief  financial,  or
          accounting,  officer of the  Company,  to the effect  that no Event of
          Default  hereunder or material  default  under any other  agreement to
          which the Company is a party or by which it is bound,  or by which any
          of its properties or assets may be affected,  and no event which, with
          the giving of notice or the lapse of time, or both,  would  constitute
          such an Event of Default, has occurred;

                    (E) on a monthly  basis,  no later than the tenth (10th) day
          after each such month,  backlog reports and accounts receivable agings
          of the Company;

<PAGE>

               (vii) permit each Holder to make or cause to be made, inspections
     and  audits of any books,  records  and  papers of the  Company  and of any
     parent or  subsidiary  thereof and to make  extracts  therefrom at all such
     reasonable times and as often as such Holders may reasonably require;

               (viii)  immediately  give notice to the Holders  that an Event of
     Default has occurred or that an event  which,  with the giving of notice or
     lapse of time, or both, would constitute an Event of Default,  has occurred
     and  specifying the action which the Company has taken and proposes to take
     with respect thereto.

     (b)  Financial Covenants:

               (1) at June 30,  1996,  the Company shall maintain a Tangible Net
     Worth equal to the greater of (a) $4,500,000,  or (b) the sum of $4,500,000
     and any net profit after taxes for the fiscal year ending June 30, 1996 (as
     calculated in accordance  with GAAP) less any preferred  dividends (as such
     shall have been declared  during such fiscal year). At each fiscal year end
     thereafter,  the Company  shall  maintain a Tangible Net Worth equal to the
     greater of (a) the required  Tangible Net Worth required  hereunder for the
     immediately preceding fiscal year, or (b) the sum of said required Tangible
     Net Worth and any net profit  after  taxes for the fiscal  year then ending
     (as  calculated in accordance  with GAAP) less any preferred  dividends (as
     such shall have been declared during such fiscal year). For purposes hereof
     "Tangible  Net Worth"  shall mean,  at any date,  (i) the net book value of
     assets  (other  than  patents,  patent  rights,  trademarks,  trade  names,
     franchises,  copyrights,  licenses,  permits, goodwill and other intangible
     assets  classified as such in accordance  with GAAP) after all  appropriate
     adjustments  in  accordance  with  GAAP  (including,   without  limitation,
     reserves  for  doubtful   receivables,   obsolescence,   depreciation   and
     amortization) plus (ii) subordinated indebtedness, in each case computed in
     accordance with GAAP;

               (2) As of each  June 30  and  December 31  of each  fiscal  year,
     commencing  with June 30,  1996,  the Company  shall  maintain an excess of
     Current  Assets to Current  Liabilities  of not less than 2.75 to 1.0.  For
     purposes hereof,  "Current Assets" shall be defined as the aggregate amount
     of all  current  assets  of the  Company  and its  subsidiaries,  including
     prepaid items such as insurance, taxes, interest,  commissions and rents as
     may be properly  classified  as such in  accordance  with GAAP,  other than
     goodwill and such other assets as are properly  classified  as  "intangible
     assets" or deferred assets.  In determining the value of assets  hereunder,
     investments  in Persons other than  subsidiaries  

<PAGE>

     shall  be taken  at cost or fair  market  value,  whichever  is  less.  For
     purposes hereof,  "Current  Liabilities"  shall be defined as the aggregate
     amount of all  current  liabilities  of the  Company  and its  subsidiaries
     determined in accordance with GAAP;

               (3) As of each  June 30  and  December 31  of each  fiscal  year,
     commencing June 30, 1996, the Company shall maintain Working Capital of not
     less than $5,500,000. For purposes hereof, Working Capital shall be defined
     as Current Assets less Current Liabilities;

               (4) As of each  June 30  and  December 31  of each  fiscal  year,
     commencing  June 30,  1996,  the  Company  shall  maintain a ratio of Total
     Liabilities  (calculated in accordance with GAAP excluding debt pursuant to
     the  Debentures as  hereinafter  defined) to Tangible Net Worth of not more
     than 1.25 to 1.0;

               (5) the Company shall  maintain a Debt Service  Coverage ratio of
     not less than 1.05:  1 at fiscal year  end  June 30,  1996 and  1.20:  1 at
     fiscal year end June 30,  1997. For purposes hereof "Debt Service Coverage"
     shall be  defined as  earnings  before  interest  taxes,  depreciation  and
     amortization  for the  fiscal  year  ending  on the  date of  determination
     divided by the sum of current  maturities  of long term debt plus  interest
     expense  whether paid or accrued plus preferred  dividends  declared during
     such fiscal year (as all of the aforementioned are calculated in accordance
     with GAAP).

     (c)  Negative  Covenants:  The  Company  will not, and will not permit any 
subsidiary to:

               (i) create,  incur,  assume or suffer to exist any  liability for
     borrowed money,  except (A) indebtedness to the Bank or any other financial
     institution   constituting   "Senior  Debt"  hereunder;   (B)  indebtedness
     contemplated  by  the  Debentures  and  the  1995  Debentures;   (C)  other
     indebtedness  for borrowed money (whether or not constituting a refinancing
     of existing  indebtedness) so long as (x) such  indebtedness is not secured
     by  collateral  securing  repayment  of this  loan,  (y) such  indebtedness
     contains  provisions  reasonably   satisfactory  to  the  Majority  Holders
     subordinating  the payment of principal  and interest  thereon to the prior
     payment of principal and interest on the Debentures, and (z) the incurrence
     of which will not cause an Event of Default,  or an event which with notice
     or the  lapse  of  time or both  would  constitute  an  Event  of  Default,
     hereunder;

<PAGE>

               (ii)  create,  incur,  assume or suffer to exist,  any  mortgage,
     pledge,  lien or encumbrance of or upon or security interest in, any of its
     property or assets now owned or hereafter  acquired  except (A)  mortgages,
     liens,  pledges  and  security  interests  securing  Senior  Debt  and  the
     Debentures;  (B) other liens,  charges and  encumbrances  incidental to the
     conduct of its  business or the  ownership of its property and assets which
     are not incurred in connection with the borrowing of money or the obtaining
     of advances or credit and which do not materially impair the use thereof in
     the  operation of its business;  (C) liens for taxes or other  governmental
     charges which are not delinquent or which are being contested in good faith
     and for which a reserve  shall have been  established  in  accordance  with
     GAAP; (D) liens granted to secure  purchase  money  financing of equipment,
     provided  such liens are limited to the equipment  financed;  and (E) liens
     granted to refinance unencumbered equipment provided such liens are limited
     to the equipment  refinanced  and the  incurrence of which will not cause a
     default hereunder or in any other Senior Debt;

               (iii) assume,  endorse,  be or become liable for or guarantee the
     obligations  of any other person  except by the  endorsement  of negotiable
     instruments for deposit or collection in the ordinary course of business;

               (iv)  (A)  terminate  any  pension  plan so as to  result  in any
     material liability to The Pension Benefit Guaranty Corporation  established
     pursuant to Subtitle A of Title IV of ERISA (the "PBGC"),  (B) engage in or
     permit any person to engage in any "prohibited  transaction" (as defined in
     Section 406 of ERISA or Section 4975 of the Internal  Revenue Code of 1954,
     as amended)  involving  any pension plan which would subject the Company to
     any material tax, penalty or other liability,  (C) incur or suffer to exist
     any material "accumulated funding deficiency" (as defined in Section 302 of
     ERISA), whether or not waived,  involving any pension plan, or (D) allow or
     suffer to exist any event or condition,  which  presents a material risk of
     incurring a material  liability to the PBGC by reason of termination of any
     pension plan;

               (v)  amend,  supplement  or  modify  the  terms  of  the  Subject
     Securities  or increase the  outstanding  amount of any Subject  Securities
     without the prior consent of the Majority Holders;

               (vi) enter into any merger or  consolidation  unless the  Company
     shall be the  surviving  entity in any such  merger or  consolidation,  and
     after  giving  effect to the  transaction  no Event of Default and no event
     which with the giving of notice or passage of time or both would constitute
     an Event of Default  shall have occurred and be  continuing,  or liquidate,
     wind-up or dissolve 

<PAGE>

     itself  or  sell,  transfer  or lease or  otherwise  dispose  of all or any
     substantial part of its assets;

               (vii) lend or advance  money,  credit or property to or invest in
     (by  capital   contribution,   loan,   purchase  or  otherwise)  any  firm,
     corporation,  or other  person  except  (A)  investments  in United  States
     Government  obligations and certificates of deposit of any bank institution
     with  combined  capital  and  surplus of at least  $200,000,000,  (B) trade
     credit,  (C) security  deposits,  or acquire or  otherwise  cause any other
     entity to become a  subsidiary  of the  Company  (as used  herein  the term
     "subsidiary"   means  any  corporation  or  other   organization,   whether
     incorporated  or  unincorporated,   of  which  the  Company  or  any  other
     subsidiary  of the  Company  beneficially  owns a majority of the voting or
     economic interests) and (D) indebtedness to Murray H. Feigenbaum and Jerome
     Deutsch in the aggregate amount of $60,000 existing on the date hereof;

               (viii) declare or pay any dividends or  distributions  on account
     of its capital stock or purchase,  redeem,  retire or otherwise acquire any
     of its capital stock or any securities convertible into,  exchangeable for,
     or giving any person the right to acquire or otherwise  subscribe  for, any
     shares of the Company's capital stock;  provided,  however, that so long as
     no Event of Default or event which, with the giving of notice, the lapse of
     time, or both would  constitute an Event of Default  hereunder has occurred
     and is continuing,  the Company may pay regular quarterly  dividends on the
     Preferred Stock in accordance with the terms thereof; or

               (ix)  engage in any  transaction  with any  person or entity  who
     directly or indirectly,  through one or more intermediaries,  controls,  is
     controlled   by,  or  is  under  common   control  with,  the  Company  (an
     "Affiliate"),  other than ordinary  director and compensation  arrangements
     with  Affiliates  serving as officers  and/or  directors of the Company and
     other than transactions with Affiliates entered into in the ordinary course
     of  business  on terms  which are at least as  favorable  to the Company as
     those  available from unrelated  third  parties.  As used herein,  the term
     "control"  means the  possession,  directly or indirectly,  of the power to
     direct  or cause  the  direction  of the  management  and  policies  of the
     Company, whether through the ownership of voting securities, by contract or
     otherwise,  and the terms  "controlled"  and  "controlling"  have  meanings
     correlative thereto.

     8.  Events of Default.

<PAGE>

     (a)  Definition.  For the purposes of this  Debenture,  an Event of Default
hereunder will be deemed to have occurred if:

          (i) the Company  fails to pay the principal  amount of this  Debenture
     when due  (whether  upon the Due Date,  upon  acceleration  or  otherwise),
     whether or not such payment is prohibited by paragraph 4 hereof;

          (ii) the Company fails to pay any interest,  premium or penalty on the
     Debenture  when due and such failure has continued for a period of ten (10)
     days;

          (iii) the Company fails to perform or observe the provisions set forth
     in Paragraphs 7(b) or 7(c) hereof;

          (iv) the Company fails to perform or observe any  provision  contained
     in the Debenture or the Security  Agreement (other than those  specifically
     covered  by the  other  provisions  of this  paragraph 8(a))  and,  if such
     failure is capable of being cured,  such failure  continues for a period of
     30 days after the Company's receipt of written notice thereof;

          (v) the  Company  shall have failed to pay when due any amount due and
     owing under any indebtedness of the Company for borrowed money or any other
     default or event of default shall have  occurred (and shall have  continued
     beyond  the   expiration  of  any   applicable   grace  period)  under  any
     indebtedness  of the Company  for  borrowed  money  which would  permit the
     holder thereof to accelerate the maturity  thereof or there shall have been
     an acceleration  of the stated maturity of any  indebtedness of the Company
     for borrowed money;

          (vi) the Security  Agreement shall at any time after its execution and
     delivery and for any reason cease to be effective to constitute a valid and
     perfected  lien and security  interest in and to the Collateral (as defined
     therein) or if any of the provisions of the Security  Agreement that permit
     the  Secured  Party (as  defined  therein)  to  exercise  its  remedies  in
     accordance with the Uniform  Commercial Code of the State of New York cease
     to be in full force and effect;

          (vii) the Company makes an assignment  for the benefit of creditors or
     admits in writing its  inability to pay its debts  generally as they become
     due; or an order, judgment or decree is entered adjudicating the Company as
     bankrupt or insolvent;  or any order for relief with respect to the 

<PAGE>

     Company  is entered  under the  Federal  Bankruptcy  Code;  or the  Company
     petitions or applies to any tribunal  for the  appointment  of a custodian,
     trustee,  receiver or liquidator of the Company or of any substantial  part
     of the assets of the Company,  or commences any proceeding  relating to the
     Company  under any  bankruptcy,  reorganization,  arrangement,  insolvency,
     readjustment of debt,  dissolution or liquidation  law of any  jurisdiction
     ("Insolvency Event or Proceeding");  or any such petition or application is
     filed, or any such proceeding is commenced,  against the Company and either
     (y) the Company by any act indicates its approval thereof, consents thereto
     or acquiescence  therein or (z) such petition  application or proceeding is
     not dismissed within 60 days;

          (viii) a final judgment which in the aggregate with other  outstanding
     final  judgments  against the Company  exceeds  $250,000  shall be rendered
     against the Company and within 90 days after entry  thereof,  such judgment
     is not discharged or execution  thereof stayed pending appeal, or within 90
     days after the expiration of such stay, such judgment is not discharged;

          (ix) any person or "group" (as defined in Rule 13d-5 promulgated under
     the Exchange Act), other than SFM Group,  Ltd. or Phipps,  Teman & Company,
     L.L.C.,  acquires  or  otherwise  obtains the right  (whether by  contract,
     through the  ownership  of  securities  or pursuant to any proxy or consent
     arrangement,  voting  trust or  otherwise)  to appoint,  elect or cause the
     election of a majority of the Board of Directors of the Company;

          (x) any  representation  or  warranty  made by the Company in the Unit
     Purchase  Agreement,  dated  March 7,  1996  between  the  Company  and the
     original  Holder of this Debenture,  the Security  Documents (as defined in
     such Unit  Purchase  Agreement),  or any other  certificate  or  instrument
     delivered in  connection  therewith  shall have been untrue in any material
     respect when made; or

          (xi) the Registration Statement shall not have become effective within
     270 days after the date hereof.

     (b)      Consequences of Events of Default.

          (i) If any  Event  of  Default  (other  than  the  type  described  in
     subparagraph 8(a)(vii)  above)  has  occurred,  the  Holder or  Holders  of
     Debentures  representing  a majority of the aggregate  principal  amount of
     Debentures then outstanding (the "Majority Holders") may demand (by written
     notice delivered to the Company) immediate payment of all or any portion of
     the outstanding

<PAGE>

     principal amount of the Debentures owed by such Holder or Holders.  If such
     Majority  Holders  demand  immediate  payment of all or any portion of such
     Holder's or Holders' Debentures,  the Company will, to the extent permitted
     under the provisions of paragraph 4 hereof,  immediately pay to such Holder
     or Holders the  principal  amount of the  Debentures  requested  to be paid
     (plus  accrued  interest  hereon).  If an  Event  of  Default  of the  type
     described in  subparagraph  8(a)(vii)  above has occurred,  then all of the
     outstanding  principal  amount of the  Debentures  shall  automatically  be
     immediately  due and payable  without any action on the part of any Holders
     of the Debenture.

          (ii)  If an  Event  of  Default  has  occurred,  each  Holder  of  the
     Debentures  will also have any other  rights  which  such  Holder  may have
     pursuant  to  applicable  law,  in  each  case  provided  such  rights  are
     consistent with the provisions of paragraph 4 hereof.

     9. Amendment and Waiver. Except as otherwise expressly provided herein, the
provisions of this  Debenture may be amended and the Company may take any action
herein prohibited and exercise all remedies available to them under the Security
Agreement,  or omit to perform any act herein  required to be  performed  by it,
only if the Company has  obtained the written  consent of the Majority  Holders,
provided,  however, neither the interest rate or principal amounts payable under
the Debentures, the dates on which interest or principal under the Debentures is
due nor the  obligations  to make payments on the Debentures on a pro rata basis
shall be amended  without  the prior  written  consent of each  Holder  affected
thereby, and of each holder of Senior Debt, and further provided,  however, that
any amendment or waiver which might in any way  adversely  affect the holders of
Senior Debt,  including,  but not limited to, any amendment or waiver  affecting
the  provisions  of  paragraph 4  or this  paragraph 9  shall  require the prior
written  consent of each holder of Senior Debt. Any amendment or waiver effected
in accordance  with this  paragraph 9  shall be binding upon each Holder of this
Debenture and each future Holder of this Debenture.

     10. Cancellation. After all principal and accrued interest at any time owed
on this  Debenture has been paid in full,  this Debenture will be surrendered to
the Company for cancellation and will not be reissued.

     11.  Place  of  Payment.  Payments  of  principal  and  interest  are to be
delivered  to the Holder at the office of the  Company,  121-03  Dupont  Street,
Plainview,  New York 11803, or to such other address or to the attention of such
other Person as specified by prior written notice to the Company.

<PAGE>

     12. Waiver of Presentment,  Demand and Dishonor.  The Company hereby waives
presentment  for  payment,   protest,  demand,  notice  of  protest,  notice  of
non-payment  and  diligence  with  respect  to this  Debenture,  and  waives and
renounces  all  rights to the  benefit  of any  statute  of  limitations  or any
moratorium,  appraisement, exemption or homestead now provided or that hereafter
may be provided by any federal or applicable  state  statute,  including but not
limited to exemptions  provided by or allowed under the Federal Bankruptcy Code,
both as to  itself  and as to all of its  property,  whether  real or  personal,
against the  enforcement  and  collection of the  obligations  evidenced by this
Debenture and any and all extensions, renewals and modifications hereof.

     No failure on the part of the Holder  hereof or of any other  Debentures to
exercise any right or remedy  hereunder  with  respect to the  Company,  whether
before or after the happening of an Event of Default,  shall constitute a waiver
of any future  Event of Default or of any other Event of Default.  No failure to
accelerate  the debt of the  Company  evidenced  hereby by reason of an Event of
Default  or  indulgence  granted  from time to time shall be  construed  to be a
waiver of the right to insist upon prompt payment thereafter; or shall be deemed
to be a novation of this  Debenture or a  reinstatement  of such debt  evidenced
hereby or a waiver of such  right of  acceleration  or any  other  right,  or be
construed so as to preclude  the exercise of any right Holder may have,  whether
by the laws of the state  governing this  Debenture,  by agreement or otherwise;
and the Company  hereby  expressly  waives the benefit of any statute or rule of
law or equity that would  produce a result  contrary to or in conflict  with the
foregoing.

<PAGE>

     13. Usury. The Holder and the Company intend that the obligations evidenced
by this Debenture  conform  strictly to the  applicable  usury laws from time to
time in force.  All  agreements  between the  Company  and  Holder,  whether now
existing or hereafter arising and whether oral or written,  hereby are expressly
limited so that in no contingency or event  whatsoever,  whether by acceleration
of maturity  hereof or otherwise,  shall the amount paid or agreed to be paid to
Holder,  or  collected  by Holder,  by or on behalf of the  Company for the use,
forbearance  or detention of the money to be loaned to the Company  hereunder or
otherwise,  or for the payment or  performance  of any  covenant  or  obligation
contained herein of the Company to Holder, or in any other document  evidencing,
securing or pertaining to such indebtedness evidenced hereby, exceed the maximum
amount  permissible  under  applicable  usury  law.  If under any  circumstances
whatsoever  fulfillment of any provision  hereof or any other  document,  at the
time performance of such provisions shall be due, shall involve transcending the
limit of validity  prescribed by law,  then,  ipso facto,  the  obligation to be
fulfilled  shall be  reduced  to the  limit of such  validity;  and if under any
circumstances  Holder  ever shall  receive  from or on behalf of the  Company an
amount deemed interest, by applicable law, which would exceed the highest lawful
rate, such amount that would be excessive  interest under  applicable usury laws
shall be  applied to the  reduction  of the  Company's  principal  amount  owing
hereunder  and not to the payment of  interest,  or if such  excessive  interest
exceeds the unpaid balance of principal and such other indebtedness,  the excess
shall be deemed to have been a payment  made by mistake and shall be refunded to
the Company or to any other person making such payment on the Company's behalf.

     14. Governing Law. The validity,  construction and  interpretation  of this
Debenture  will be governed by the internal  laws,  but not the law of conflicts
and choices of law, of the State of New York.

     IN WITNESS  WHEREOF,  the  Company  has  executed  and  delivered  this 12%
Convertible Senior Subordinated Debenture this 7th day of March, 1996.

                                                LOGIMETRICS, INC.



                                                By:_____________________________
                                                   Name:   Murray H. Feigenbaum
                                                   Title:  President


<PAGE>

                                    EXHIBIT A

                               ELECTION TO CONVERT


                  (All capitalized terms used and not otherwise
                     defined herein shall have the meanings
                 assigned to them in the 12% Convertible Senior
                             Subordinated Debenture)


LogiMetrics, Inc.
121-03 Dupont Street
Plainview, NY  11803

TO WHOM IT MAY CONCERN:

     The undersigned  registered  owner of the attached 12%  Convertible  Senior
Subordinated  Debenture hereby irrevocably  exercises the option to convert such
Debenture into Common Stock of  LogiMetrics,  Inc. in accordance  with the terms
thereof,  and  directs  that  any  shares  issuable  and  deliverable  upon  the
conversion be issued in the name of and delivered to the undersigned.



           _________________________________________________________
                            [Name of Debentureholder]


Dated:  ______________, 199_


<PAGE>

                                                            EXHIBIT B

                                FORM OF WARRANT


 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
 AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND CANNOT BE SOLD OR TRANSFERRED
 UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION UNDER SUCH ACT
    OR LAWS IS AVAILABLE. THE TRANSFERABILITY OF THESE SECURITIES IS FURTHER
       SUBJECT TO THE PROVISIONS OF A UNIT PURCHASE AGREEMENT DATED AS OF
      MARCH 7, 1996 BY AND BETWEEN THE COMPANY AND CERBERUS PARTNERS, L.P.


                                LOGIMETRICS, INC.

                          Common Stock Purchase Warrant
                                    Series C


     LOGIMETRICS, INC. (the "Company"), a Delaware corporation, hereby certifies
that, for value  received,  Cerberus  Partners,  L.P., or assigns,  is entitled,
subject to the terms set forth below,  to purchase from the Company  Eighty Four
Thousand Seven Hundred Forty Six (84,746) 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 one cent ($.01) per share (the "Purchase  Price") at
any time prior to the  seventh  anniversary  of the  original  date of  issuance
hereof.  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".  This  Warrant is one of a series of warrants  to purchase  2,542,080
shares of Common Stock ("Series C Warrants").

     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 

<PAGE>

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.

     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 $.10  per  share  ("Principals'
Options"), (iv) exercise of those certain Amended and Restated Series B Warrants
dated  March 7,  1996 to purchase  1,500,000  shares of Common Stock  ("Series B
Warrants"),  (v) conversion of the Company's 12% Convertible Senior Subordinated
Debentures dated March 7, 1996 ("Senior Subordinated Debentures"), (vi) exercise
of those certain Series D Warrants dated March 7,  1996 to purchase an aggregate
of 2,830,200  shares of Common Stock  ("Series D  Warrants"),  (vii) exercise of
those certain Series E Warrants dated March 7, 1996 to purchase 1,000,000 shares
of the  Company's  Common  Stock  ("Series E  Warrants"  and  together  with the
Series A,  B, C and D Warrants,  "Warrants"),  (viii)  exercise of those certain
Stock Options,  dated March 7, 1996 to purchase 1,000,000 shares of Common Stock
issued  to  Richard K.  Laird  ("Laird  Options")  and  (ix)  conversion  of the
Company's 30 shares of Series A 12% Cumulative  Convertible Redeemable Preferred
Stock  ("Preferred  Stock" and  together  with the 1995  Debentures,  the Senior
Subordinated  Debentures,  the  Warrants,  the Laird  Options,  the  Principals'
Options and any shares of Common  Stock  issuable  upon  conversion  or exercise
thereof,  the "Subject  Securities")),  for a consideration  per share less than
thirty cents ($.30) per share (the "Trigger Price") (or, if a Pro Forma Adjusted
Trigger  Price shall be in effect as provided  below in this  Paragraph 3,  then
less than such Pro Forma  Adjusted  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 Adjusted  Trigger Price per share to be computed as provided 

<PAGE>


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  Adjusted  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  Adjusted  Trigger
          Price  shall  be in  effect,  by  such  Price),  and (y) the
          consideration,  if any,  received by 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.

<PAGE>

     If the price per share so  determined  shall be less than the Trigger Price
(or, if a Pro Forma  Adjusted  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 Adjusted  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  Adjusted  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 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  Adjusted  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 Adjusted 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
Adjusted 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 

<PAGE>

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 Adjusted
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,  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   Adjusted   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

<PAGE>

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 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.

<PAGE>

     3.10.  Duration  of  Pro  Forma  Adjusted  Trigger  Price.  Following  each
computation or readjustment of a Pro Forma Adjusted Trigger Price as provided in
this  Paragraph 3,  the newly  computed or adjusted Pro Forma  Adjusted  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;

(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 

<PAGE>


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.  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  Adjusted  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 

<PAGE>

               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   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

<PAGE>

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.

          (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.  Within 90 days 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 

<PAGE>


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  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, 

<PAGE>

     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 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 

<PAGE>

     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  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 

<PAGE>

     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.

               (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 

<PAGE>

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.

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

                                                     LOGIMETRICS, INC.


                                                     By:_____________________   

Dated:  March 7, 1996

Attest:


________________________________

<PAGE>
                  [To be signed only upon exercise of Warrant]


To LOGIMETRICS, INC.:

     The  undersigned,  the  Holder  of  the  within  Series C  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:


________________________________________________________________________________

<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 C
Warrant to purchase the _____________ shares of the Common Stock of LOGIMETRICS,
INC.   to  which   the   within   Series C   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


______________________________________