<PAGE>


                       SETTLEMENT AND ASSET SALE AGREEMENT

                                 by and between

                               LOGIMETRICS, INC.,

                                     Seller,

                                       AND

                         SIGNAL TECHNOLOGY CORPORATION,

                                     Buyer.

                             Dated November 21, 2000






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         SETTLEMENT AND ASSET SALE AGREEMENT dated November 21, 2000, by and
between LOGIMETRICS, INC., a Delaware corporation with offices at c/o L-3
Communications Corporation ("L-3"), Narda Microwave Division, 435 Moreland Road,
Hauppauge, New York 11788 ("LogiMetrics"), and SIGNAL TECHNOLOGY CORPORATION a
Delaware corporation, with offices at 222 Rosewood Drive, Danvers, Massachusetts
01923 ("Signal").

                                R E C I T A L S :

         WHEREAS, LogiMetrics owns an unincorporated subdivision with a product
line which formerly manufactured traveling wave tube amplifiers at its former
Bohemia, New York location (the "TWTA Business");

         WHEREAS, on or about the 17th day of February, 2000, the parties
entered into and/or executed certain documents including a Management Agreement,
Loan Agreement, Letter of Intent, Promissory Note, and other documents related
to the proposed acquisition of LogiMetrics by Signal under which Signal was
granted the right to operate and manage the TWTA Business pending its proposed
acquisition of LogiMetrics, and was also given the right under certain
circumstances to purchase the TWTA Business and/or to retain LogiMetrics (the
"Signal Documents"); and

         WHEREAS, Signal did not purchase LogiMetrics; and

         WHEREAS, certain disagreements have arisen under the Signal Documents,
which the parties are desirous of resolving including Signal's claim that during
Signal's operation of the TWTA Business, it incurred expenses and invested sums
of money, for which it claims it is entitled to be reimbursed; and

         WHEREAS, as a part of that resolution, subject to the terms and
conditions set forth herein, Signal is desirous of exercising its right to
purchase the TWTA Business from LogiMetrics, and LogiMetrics is desirous of
selling the TWTA Business to Signal, subject to the terms and


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conditions set forth herein.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements, covenants, representations and warranties made herein, and other
good and valuable consideration the receipt and sufficiency of which hereby are
acknowledged, the parties hereto agree as follows:

I.       SALE AND PURCHASE OF THE ASSETS; EXCLUDED ASSETS

         A. Sale of Assets. Subject to the terms and conditions of this
         Agreement, at Closing (as defined herein), other than Excluded Assets
         (as defined below), LogiMetrics will sell and Signal will purchase all
         of LogiMetrics' right, title and interest in and to the assets,
         tangible and intangible, utilized in and relating to the TWTA Business
         previously delivered to Signal, including, accounts receivable,
         inventories (including raw materials, work in process, supplies,
         samples, prototypes, and finished goods), machinery, equipment, tools,
         supplies, booths, displays, materials, plans and schematics,
         intellectual property, customer lists and all substitutions,
         replacements, and proceeds thereof (collectively, the "Acquired
         Assets") all as listed on Schedule A.

         B. Receipt Acknowledged. Signal acknowledges that it has previously
         received all of the assets that are being transferred under this
         Agreement.

         C. Excluded Assets. Excluded from the transfer of assets to be made
         hereunder are:

                  (1) all accounts receivable due and owing if any, from any of
                  the claims listed on Schedule B hereto;

                  (2) any cause of action of any kind or nature which
                  LogiMetrics:

                  a.       may have against any of the Persons (as defined
                           herein) listed on Schedule B, hereto; and

                  b.       may have now or in the future against a third party
                           in connection with any claim LogiMetrics is required
                           to indemnify Signal for hereunder.


II.      ASSUMPTION OF LIABILITIES

         A. Assumption of Liabilities. Subject to the terms and conditions set
         forth herein, at Closing, other than Excluded Liabilities (as defined
         below), LogiMetrics shall assign and Signal shall assume and agree to
         pay, honor and discharge when due, all debts, claims, obligations,
         contracts, purchase orders, sales orders,


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         commitments, and liabilities of any kind, character or description
         whether accrued, absolute, contingent (whether known or unknown) or
         otherwise relating to the TWTA Business (collectively, the "Assumed
         Liabilities"), other than the Excluded Liabilities.

         B. Excluded Liabilities.

                  (1) Excluded from the liabilities to be assumed by Signal
                  hereunder (collectively the "Excluded Liabilities") are all
                  debts, claims, obligations, contracts, purchase orders, sale
                  orders, commitments, and liabilities of any kind, character or
                  description whether accrued, absolute, or contingent (whether
                  known or unknown):

                  a.       listed on Schedule B;

                  b.       that arise prior to March 31, 2001, provided that if
                           any claim involves product shipped or services
                           performed ( a "Warranty Claim"), then only

                           i)       to the extent that such Warranty Claim
                                    relates to product shipped or services
                                    performed, in each case in their entirety,
                                    prior to February 17, 2000;

                           ii)      which Warranty Claims are based solely upon
                                    any action or inaction taken or not taken by
                                    LogiMetrics;

                           iii)     where the cost ("Direct Factory Cost" as
                                    defined below) to repair hardware (i.e., the
                                    approximate cost of economical repair)
                                    subject to the Warranty Claim (the
                                    "hardware") in question exceeds seventy
                                    percent (70%) the replacement cost of a new
                                    item; or

                  c.       relating to any environmental claim with respect to
                           any real estate owned and/or leased by LogiMetrics
                           prior to February 17, 2000, ERISA (as defined herein)
                           or other employee-related (including, without
                           limitation, hiring, termination and retirement)
                           matters, or claims relating to Taxes (as defined
                           herein), in each case to the extent arising out of
                           the operation of the TWTA Business prior to February
                           17, 2000.

                  (2) Direct Factory Cost shall be defined as the direct and
                  indirect costs of repairing the hardware subject to the
                  Warranty Claim, excluding Selling, General and Administrative
                  Expense, and Profit (as defined herein).

                  (3) Selling, General, and Administrative Expense and Profit
                  shall be defined in accordance


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                  with Generally Accepted Accounting Principles consistently
                  applied and in accordance with Signal's past practices.

                  (4) For the purposes of Paragraph B(1) of Section II, a claim
                  shall be deemed to arise upon the receipt by either
                  LogiMetrics or Signal of a written notification by a third
                  party asserting a claim.

                  (5) For the purposes of Paragraph B(1)(c) of Section II:

                  a.       Excluded Liabilities include any severance or like
                           payments owing to employees of the TWTA Business
                           whose employment LogiMetrics terminated either prior
                           to or after February 17, 2000;

                  b.       "ERISA" shall mean the Employee Retirement Income
                           Security Act of 1974, as amended; and

                  c.       "Taxes" shall mean (i) any federal, state, local or
                           foreign net income, gross income, gross receipts,
                           windfall profit, severance, property, production,
                           sales, use, license, excise, franchise, employment,
                           payroll, withholding, alternative or add-on minimum,
                           ad valorem, value-added, transfer, stamp, or
                           environmental (including taxes under Code Section
                           59A) tax, or any other tax, custom, duty,
                           governmental fee or other like assessment or charge
                           of any kind whatsoever, together with any interest or
                           penalty, addition to tax or additional amount imposed
                           by an Governmental Body; and (ii) any liability for
                           the payment of amounts with respect to payments of a
                           type described in clause (i) as a result of being a
                           member of an affiliated, consolidated, combined or
                           unitary group, or as a result of any obligation under
                           any tax sharing arrangement or tax indemnity
                           agreement.

                  (6) Excluded Liabilities shall not include liabilities that
                  may arise in connection with the employment by LogiMetrics of
                  David Ormsbee ("Ormsbee") or Steven Chusid ("Chusid") for the
                  TWTA Business after February 17, 2000 and prior to the date on
                  which Messrs. Ormsbee and/or Chusid became full-time employees
                  of Signal.

III.     CONSIDERATION; ADJUSTMENTS AND ALLOCATION

         A. Payment to Signal. In consideration of Signal's delivering the TWTA
         Business backlog at a loss and Signal's agreement to retain the TWTA
         Business, LogiMetrics agrees to pay Signal the sum of


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         $2,090,000.00 (the "Purchase Price"), in full satisfaction of any
         monies that might otherwise be due and owing under or by virtue of the
         Signal Documents.

         B. Allocation of Purchase Price. The parties agree to allocate the
         aggregate of the Purchase Price over the Acquired Assets and the
         Assumed Liabilities, in accordance with Section 1060 of the Internal
         Revenue Code as mutually agreed to by the parties, within ninety (90)
         days of Closing Date and to prepare and file consistent Internal
         Revenue Service Forms 8594 with their respective federal income tax
         returns for the taxable year in which the sale contemplated hereunder
         occurs reflecting such allocation of the Purchase Price over the
         Acquired Assets and the Assumed Liabilities. All such mutually agreed
         to allocations shall be used by each party in preparing any filings
         required pursuant to Section 1060 of the Internal Revenue Code or any
         similar provisions of state or local law and all relevant income and
         franchise tax returns. Neither Signal nor LogiMetrics will take any
         position before any taxing authority or in any judicial proceeding that
         is inconsistent with such mutually agreed to allocations without the
         prior consent of the other party. The parties shall in good faith
         exercise reasonable efforts to support such reported allocations in any
         audit proceedings initiated by any taxing authority.

IV.      THE CLOSING

         The Closing of the transactions contemplated by Section VIII hereof
(the "Closing") shall take place simultaneously with the execution of this
Agreement at the offices of Steven L. Levitt & Associates, P.C. with offices at
Two Hillside Avenue, Building F, Williston Park, New York 11576. The time and
the date of the Closing is hereinafter referred to as the "Closing Date".

V.       CONSENTS OF THIRD PARTIES

         A. If any novation, consent or approval to transfer a portion of the
         TWTA Business is not obtained on or prior to the Closing Date, then
         LogiMetrics shall continue to use reasonable commercial efforts for six
         (6) months from the Closing Date to:

                  (1) obtain any such novation, consent or approval after the
                  Closing Date without any third party cost to LogiMetrics or
                  payment of any consideration therefor by LogiMetrics;

                  (2) cooperate with Signal in any lawful arrangement, without
                  any third party cost to LogiMetrics or payment of any
                  consideration therefor by LogiMetrics, to provide that Signal
                  shall receive the benefits under any such governmental
                  approval, instrument, contract, commitment, order, license,
                  lease or permit or other agreement or arrangement, including
                  performance by LogiMetrics, as agent; and

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                  (3) enforce and perform for the account of and the expense of
                  Signal any rights of LogiMetrics arising from such government
                  approval, instrument, contract, commitment, order, license,
                  lease, permit or other agreement or arrangement; provided that
                  Signal shall pay or satisfy the corresponding obligations and
                  liabilities for the enjoyment of any such benefits to the
                  extent Signal would have been responsible therefor if such
                  novation, consent or approval had been obtained.

VI.      REPRESENTATIONS AND WARRANTIES OF LOGIMETRICS

         LogiMetrics represents and warrants to Signal as follows:

         A. Corporate Status. LogiMetrics is a corporation duly organized,
         validly existing and in good standing under the laws of its
         jurisdiction, and has the corporate power and authority to carry on its
         business and to own or lease property and to operate its business in
         the places where its business is conducted, and is duly qualified to do
         business and is in good standing in each jurisdiction where the failure
         to be so qualified or be in good standing could materially affect its
         performance under this Agreement.

         B. Authorization.

                  (1) LogiMetrics has the requisite power and authority
                  (corporate or otherwise) to execute and deliver this
                  Agreement, to perform fully its obligations hereunder and to
                  consummate the transactions contemplated hereby. The execution
                  and delivery by LogiMetrics of this Agreement, the performance
                  by LogiMetrics of its obligations hereunder and the
                  consummation of the transactions contemplated hereby have been
                  duly authorized by all requisite corporate action of
                  LogiMetrics.

                  (2) This Agreement constitutes the legal, valid and binding
                  obligation of LogiMetrics, enforceable against it in
                  accordance with its terms except as such enforceability may be
                  limited by bankruptcy, insolvency, reorganization, moratorium
                  and other similar laws affecting generally the enforcement of
                  creditors' rights and as the same may be limited by general
                  principles of equity.

         C. No Conflicts. The execution, delivery and performance of this
         Agreement, and the consummation of the transactions contemplated
         hereby, do not conflict with and will not result in a violation or
         breach of or a default under (with or without the giving of notice or
         the lapse of time or both), or result in the acceleration of or give
         rise to any party the right to terminate, modify or cancel under, or
         result in the loss of any rights, privileges, options or alternatives
         under, or result in the creation of any lien on LogiMetrics or any of
         its properties or assets under (i) the certificate of incorporation or
         by-laws of


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         LogiMetrics, (ii) any law applicable to LogiMetrics or any of its
         properties, assets or businesses, or (iii) with respect to contracts
         entered into prior to February 17, 2000, any contract to which
         LogiMetrics is a party or by which the TWTA Business is bound, except
         for violations and defaults that, individually or in the aggregate,
         have not impaired and could not reasonably be expected to impair, in
         any material way, the operation of the TWTA Business or the ability of
         LogiMetrics to perform its obligations under this Agreement.

         D. Title Representations. The assets being transferred hereunder as
         part of the TWTA Business shall be conveyed free and clear of all
         liens, encumbrances, licenses and other interests of any nature
         whatsoever. To the extent that there are any outstanding liens,
         encumbrances, licenses or other interests on the Closing Date,
         LogiMetrics shall remove said liens, encumbrances, licenses or other
         interests as soon as practicable thereafter, except that LogiMetrics
         shall have no obligation to remove or satisfy any liens, encumbrances,
         licenses or other interests arising from any purchase money security
         interest and/or lease.

         E. Undisclosed Liabilities.

                  (1) To the best actual knowledge of any officer of
                  LogiMetrics, there are no liabilities arising out of the
                  operation of the TWTA Business prior to February 17, 2000 or
                  relating to the Acquired Assets as delivered by LogiMetrics to
                  Signal which have not been disclosed to Signal.

                  (2) For the purposes of this paragraph the officers of
                  LogiMetrics shall be defined as Norman Phipps, Charles Brand,
                  Eric Kruger, John Mega, and Christopher C. Cambria.

         F. Disclaimer of Other Representations and Warranties; Knowledge;
         Disclosure.

                  (1) The TWTA Business is being sold on an "as is, where is"
                  basis and, except as to the express warranties set forth in
                  Paragraphs D, E and G of this section, without any other
                  warranties, express or implied, in law or in fact, with
                  respect to the Acquired Assets and the Assumed Liabilities,
                  including warranties of merchantability and/or fitness for a
                  particular purpose; and

                  (2) Notwithstanding anything to the contrary contained in this
                  Agreement or in any of the Schedules, any information
                  disclosed in one Schedule shall be deemed to be disclosed in
                  all Schedules. Certain information set forth in the Schedules
                  are included solely for informational purposes and may not be
                  required to be disclosed pursuant to this Agreement. The
                  disclosure of any information shall not be deemed to
                  constitute an acknowledgment that such information is required
                  to be disclosed in connection with the representations and
                  warranties made by LogiMetrics in this Agreement or that it is
                  material, nor shall such information be deemed to


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                  establish a standard of materiality.

         G. Disclosure of Claims. LogiMetrics represents and warrants that on or
         prior to the Closing Date, it will have disclosed to Signal all of the
         material information and documents in its possession or control
         relating to the claims listed on Schedule B.

         H. Trade Name. LogiMetrics has not received any written notification of
         any challenge relating to the use of the name "LogiMetrics, Inc." prior
         to February 17, 2000.

VII.     REPRESENTATIONS AND WARRANTIES OF SIGNAL

         A. Corporate Status. Signal is a corporation duly organized, validly
         existing and in good standing under the laws of its jurisdiction and
         has the corporate power and authority to carry on its business and to
         own or lease property and to operate its business in the places where
         its business is conducted, and is duly qualified to do business and is
         in good standing in each jurisdiction where the failure to be so
         qualified or be in good standing could materially affect its
         performance under this Agreement.

         B. Authorization.

                  (1) Signal has the requisite power and authority (corporate or
                  otherwise) to execute and deliver this Agreement, to fully
                  perform its obligations hereunder and to consummate the
                  transactions contemplated hereby. The execution and delivery
                  by Signal of this Agreement, the performance by Signal of its
                  obligations hereunder and the consummation of the transactions
                  contemplated hereby, have been duly authorized by all
                  requisite corporate action of Signal.

                  (2) This Agreement constitutes the legal, valid and binding
                  obligation of Signal, enforceable against it in accordance
                  with its terms, except as such enforceability may be limited
                  by bankruptcy, insolvency, reorganization, moratorium and
                  other similar laws affecting generally the enforcement of
                  creditors' rights and as the same may be limited by general
                  principles of equity.


         C. No Conflicts. The execution, delivery and performance of this
         Agreement, and the consummation of the transactions contemplated
         hereby, do not conflict with and will not result in a violation or
         breach of or a default under (with or without the giving of notice or
         the lapse of time or both), or result in the acceleration of or give
         rise to any party the right to terminate, modify or cancel under, or
         result in the loss of any rights, privileges, options or alternatives
         under, or result in the creation of any lien on Signal or any of its
         properties or assets under (i) the certificate of incorporation or
         By-Laws of Signal, (ii) any law applicable to Signal or any of its
         properties, assets or businesses, or (iii) any contract to which Signal
         is a party or by which the TWTA Business is bound, except for
         violations and defaults that,


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         individually or in the aggregate, have not impaired and could not
         reasonably be expected to impair, in any material way, the ability of
         Signal to perform its obligations under this Agreement.

         D. Due Diligence; Inspections. Prior to the execution of the Signal
         Documents, continuously up through and including the Closing Date,
         Signal has made such inspections, examinations and/or investigations of
         the TWTA Business, the operation, income and expenses thereof, the
         books and records relating thereto, and all other matters affecting or
         relating to the TWTA Business as Signal has deemed necessary. Signal
         has also had the opportunity to consult such professionals that Signal
         has deemed necessary and/or desirable in connection with this
         transaction. In entering into this Agreement, Signal acknowledges the
         disclaimer by LogiMetrics contained in Paragraph F(1) of Section VI
         hereof, and represents that it has not been induced by and has not
         relied upon any representations, warranties or statements, whether
         express or implied, made by LogiMetrics or any agent, employee or other
         representative of LogiMetrics or by any broker or any other person
         representing or purporting to represent LogiMetrics, which are not
         expressly set forth in this Agreement, whether or not any such
         representations, warranties or statements were made in writing or
         orally.

         E. Prior Performance by Signal. Signal represents and warrants that it
         has timely made all payments to North Fork Bank required of it under
         the Management Agreement, up through and including the Closing Date.

         F. Disclosure of Scheduled Claims. Signal represents and warrants that
         on or prior to the Closing Date, it will have disclosed to LogiMetrics
         all of the material information and documents in its possession or
         control relating to the claims listed on Schedule A and that, to the
         best of Signal's knowledge, the Claim Documents to be delivered by it
         to LogiMetrics under Paragraph B(3) of Section VIII shall be true and
         complete in all material respects.

         G. Disclosure of Other Claims. Other than as listed on Schedule B to
         this Agreement, Signal:

                  (1) has received no notice of any other claim relating to or
                  arising out of the TWTA Business or any part of portion
                  thereof;

                  (2) has received no notice of any complaint of any nature
                  relating or arising out of to the TWTA Business or any part of
                  portion thereof; and

                  (3) has no actual knowledge which could reasonably be expected
                  to lead to any of the foregoing.

VIII.    CLOSING DELIVERIES



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         A. Deliveries to Signal. On or prior to the Closing Date, LogiMetrics
         shall deliver to Signal the following in form and substance (unless the
         form of which is already agreed to as an Exhibit or Schedule to this
         Agreement) reasonably satisfactory to Signal's counsel:

                  (1) Bill of Sale. A Bill of Sale in the form annexed hereto as
                  Exhibit A;

                  (2) Officer's Certificate. A certificate of a corporate
                  officer, dated the Closing Date, to the effect that (i) each
                  of the representations and warranties made by LogiMetrics in
                  this Agreement and any other documents executed in connection
                  herewith that is qualified as to materiality is true, correct
                  and complete as of the Closing Date, and each such
                  representation and warranty that is not so qualified is true,
                  correct and complete in all material respects as of the
                  Closing Date, (ii) LogiMetrics has duly performed or complied
                  with, in all material respects, all of the covenants,
                  obligations, agreements and conditions to be performed or
                  complied with by it under the terms of this Agreement on or
                  prior to the Closing Date and (iii) all liens which have
                  existed at any time prior to the Closing Date on the Acquired
                  Assets have been or will be properly terminated, other than
                  any liens existing thereon by action of Signal on or after
                  February 17, 2000;

                  (3) Secretary's Certificate. A certificate of the Secretary of
                  LogiMetrics, dated the Closing Date, as to the incumbency of
                  any officer of the company executing this Agreement or any
                  document related thereto and covering such other matters as
                  Signal may reasonably request;

                  (4) Payment. Payment in immediately available funds of the
                  consideration due under Paragraph A of Section III hereof;

                  (5) Customer Payments. Payment in immediately available funds
                  of any and all amounts received by LogiMetrics prior to the
                  Closing Date from customers of the TWTA Business in respect of
                  product shipped or services rendered by the TWTA Business on
                  or after February 17, 2000, other than the following:

                  Customer Name          Invoice Date       Invoice #

                  a.  Intertek             1/24/00           #16546

                  b.  SE Labs              1/15/00           #16564

                  c.  Cisco                4/19/00           #66767

                  d.  DFAS                 1/19/00           #16545

                  (6) UCC-3's. Executed UCC-3s terminating any UCC-1 Financing
                  Statements previously filed by North Fork Bank or any other
                  lenders against the TWTA Business or the assets


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                  being transferred hereunder.

         B. Deliveries to LogiMetrics. On or prior to the Closing Date, Signal
         shall deliver to LogiMetrics the following in form and substance
         (unless the form of which is already agreed to as an Exhibit or
         Schedule to this Agreement) reasonably satisfactory to LogiMetrics'
         counsel:

                  (1) Officer's Certificate. A certificate of a corporate
                  officer, dated the Closing Date, to the effect that (i) each
                  of the representations and warranties made by Signal in this
                  Agreement and any other documents executed in connection
                  herewith that is qualified as to materiality is true, correct
                  and complete as of the Closing Date, and each such
                  representation and warranty that is not so qualified is true,
                  correct and complete in all material respects as of the
                  Closing Date, and (ii) Signal has duly performed or complied
                  with, in all material respects, all of the covenants,
                  obligations, agreements and conditions to be performed or
                  complied with by it under the terms of this Agreement on or
                  prior to the Closing Date;

                  (2) Secretary's Certificate. A certificate of the Secretary of
                  Signal, dated the Closing Date, as to the incumbency of any
                  officer of Signal, executing this Agreement or any document
                  related thereto and covering such other matters as LogiMetrics
                  may reasonably request;

                  (3) Claim Documents. All correspondence, purchase orders,
                  purchase agreements, sales orders, sale agreements, test
                  reports, internal memoranda, return/repair authorization
                  acknowledgments, and any other documentation relating to any
                  claim listed on Schedule B.

                  (4) Return of Promissory Note. Return of the Promissory Note
                  marked "paid".

                  (5) Cancellation of the Signal Documents. Copies of the Signal
                  Documents marked "cancelled" except as to any non-disclosure
                  agreements between Signal and LogiMetrics.

                  (6) UCC-3s. Executed UCC-3s terminating any UCC-1 Financing
                  Statements previously filed by Signal against LogiMetrics.

IX.      SIGNS, LETTERHEAD, INVOICES, ETC.

         Immediately after the Closing Date, and in no event later than fifteen
         (15) days thereafter, Signal shall destroy any blank forms used by the
         TWTA Business which in any way indicate that they originated from
         LogiMetrics, its subsidiaries and/or affiliates, including, but not
         limited to letterhead, invoices, purchase orders, statements of account
         as well as any other such documents.

X.       POST CLOSING OBLIGATION TO NOTIFY, MITIGATE, AND COOPERATE

         A. From and after the Closing Date, Signal agrees to:



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                  (1) promptly notify LogiMetrics of any potential Warranty
                  Claim and/or other claim;

                  (2) take all reasonable steps to prevent or minimize any such
                  Warranty Claim and/or other claim; and

                  (3) cooperate with and assist LogiMetrics in the disposition
                  or resolution of

                  a.       any potential Warranty Claim and/or other claim
                           and/or

                  b.       all Excluded Liabilities,

         B. With respect to subparagraph (3) above, LogiMetrics shall reimburse
         Signal solely for all of its reasonably incurred out of pocket expenses
         in connection therewith (e.g. travel and hotel expenses).

         C. Subject to Paragraph A(5) of Section VIII, LogiMetrics agrees that,
         from and after the Closing Date, in the event LogiMetrics receives any
         payments from customers of the TWTA Business with respect to product
         shipped or services rendered by the TWTA Business on or after February
         17, 2000, LogiMetrics shall promptly remit such payments to Signal at
         the address set forth for Signal in Paragraph A(1) of Section XVIII
         hereof.

XI.      INDEMNIFICATION

         A. By LogiMetrics.

                  (1) Subject to the terms and conditions of Section XI,
                  LogiMetrics covenants and agrees, to defend, indemnify and
                  hold harmless Signal from and against, and pay or reimburse
                  Signal for any and all claims, liabilities, obligations,
                  losses, fines, expenses, costs, judgments, penalties,
                  proceedings, deficiencies or damages (collectively, "Losses"),
                  except to the extent that insurance proceeds have been
                  received in payment of any such Losses, arising out of,
                  resulting from, or relating to:

                  a.       any misrepresentation or breach of any warranty of
                           LogiMetrics made or contained in this Agreement in an
                           aggregate amount not to exceed $2,090,000.00;

                  b.       any failure of LogiMetrics to perform any covenant or
                           agreement made or contained in this Agreement or
                           fulfill any obligation in respect thereof in an
                           aggregate amount not to exceed $2,090,000.00; except:

                           (1)      to the extent that any Acquired Assets being
                                    transferred hereunder are subject to any
                                    liens, encumbrances, licenses or other
                                    interests LogiMetrics' obligation to remove
                                    or satisfy such liens, encumbrances,


                                       13
<PAGE>

                                    licenses or other interests, shall be in an
                                    amount equal to the aggregate of any amounts
                                    necessary to remove or satisfy such liens,
                                    in addition to any other limitation set
                                    forth herein.

                  c.       all Excluded Liabilities in an aggregate amount not
                           to exceed $2,090,000.00 except for those Excluded
                           Liabilities arising under Section II Paragraphs
                           B(1)(a) and B(1)(c) which shall be without
                           limitation; and

                  d.       any liabilities or claims arising under New York Law
                           in connection with the failure to comply with any
                           laws regarding the bulk transfer or sale of assets.

         B. By Signal.

                  (1) Subject to the terms and conditions of Section XI, Signal
                  covenants and agrees, to defend, indemnify and hold harmless
                  LogiMetrics from and against, and pay or reimburse LogiMetrics
                  for any and all Losses except to the extent that insurance
                  proceeds have been received in payment of any such Losses,
                  arising out of, resulting from, or relating to:

                  a.       any misrepresentation or breach of any warranty of
                           Signal made or contained in this Agreement in an
                           aggregate amount not to exceed $2,090,000.00;

                  b.       any failure of Signal to perform any covenant or
                           agreement made or contained in this Agreement or
                           fulfill any obligation in respect thereof in an
                           aggregate amount not to exceed $2,090,000.00;

                  c.       the operation of the TWTA Business and/or the use of
                           the Acquired Assets, including, hardware and product
                           sold and services performed

                           (1)      from February 17, 2000 and continuing
                                    without limitation;

                           (2)      prior to February 17, 2000 without
                                    limitation other than with respect to
                                    Excluded Liabilities;

                  d.       all Assumed Liabilities; and

                  e.       Signal's use of the name or service mark LogiMetrics,
                           Inc. or any derivation thereof.

         C. Indemnification Procedures. In order for an indemnified party to be
         entitled to any indemnification provided for under this Agreement in
         respect of, arising out of or involving a claim made by any natural
         person, firm, partnership, association, corporation, company, limited
         liability company, trust, business trust or other entity, or any
         Governmental Authority ("Person") against the indemnified party (a

                                       14
<PAGE>

         "Third Party Claim"), such indemnified party must notify the
         indemnifying party in writing of the Third Party Claim promptly
         following receipt by such indemnified party of written notice of the
         Third Party Claim, such notice to contain the amount of the Loss
         claimed or, in the event that such Loss is not then liquidated, a good
         faith estimate thereof (if then available); but in any event no later
         than thirty (30) days of the receipt of such written notice of the
         Third Party Claim, provided, however, that failure to give such
         notification shall not affect the indemnification provided hereunder
         unless such failure shall prejudice the rights or the ability of the
         indemnifying party to defend such claim. Thereafter, the indemnified
         party shall deliver to the indemnifying party, promptly following the
         indemnified party's receipt thereof, copies of all notices and
         documents (including court papers) received by the indemnified party
         relating to the Third Party Claim.

         D. Limitations on Indemnification. Any indemnification under this
         section shall be limited as follows:

                  (1) No indemnification shall be made for Losses arising out
                  of, resulting from or relating to any misrepresentation or
                  breach of any warranty, covenant or agreement which the party
                  seeking indemnification

                  a.       had actual knowledge of as of the Closing Date;
                           and/or

                  b.       with respect to which such party failed to notify the
                           other party and/or to prevent or minimize any
                           potential Warranty Claim, and/or other claim, or
                           Excluded Liability as required under Section X
                           hereof, provided that this Paragraph (b) shall only
                           apply in the event that such failure to notify
                           materially adversely affected the indemnifying party.

                  (2) Any indemnification shall be (i) net of any reasonably
                  anticipated federal or state income tax benefit specifically
                  arising from the facts or circumstances giving rise to the
                  Losses, realizable by the indemnified party (or any of its
                  affiliates) by a reduction in taxes payable, or by the receipt
                  of a refund of taxes, by the indemnified party (or such
                  affiliate); and (ii) net of any amounts recovered or
                  recoverable from any surety, insurance carrier or third party
                  obligor, including any customer (e.g., the government) which
                  shall not include the cost of maintaining any surety or
                  insurance policies, and no right of subrogation against the
                  indemnifying party shall accrue hereunder to or for the
                  benefit of any surety, insurance company or any third party.
                  The Indemnified Party shall submit in a timely manner to any
                  applicable surety, insurance carrier or third party obligor,
                  including any customer (e.g., the government) all claims for
                  indemnifiable


                                       15
<PAGE>

                  Losses for which it is reasonably likely that such entity
                  would have a payment obligation to any such Indemnified Party
                  (or its predecessors) and the Indemnifying Party shall be
                  subrogated to the rights of such Indemnified Party (or its
                  affiliates) to claim against such surety, insurance carrier or
                  third party; provided, however, that any failure to collect
                  any such amounts shall not constitute a defense to an
                  obligation to indemnify for any such Losses. Any tax benefit
                  shall be determined in good faith by the independent public
                  accountants of the indemnified party and shall apply to the
                  earliest year reasonably permissible.

                  (3) The term "Losses" shall not include (i) any incidental or
                  consequential damages which the indemnified party may suffer;
                  or (ii) any cost or expense previously counted in determining
                  any other Losses.

                  (4) LogiMetrics and Signal, as the case may be, shall take all
                  reasonable steps and shall give all reasonable assistance to
                  avoid or mitigate their Losses, which in the absence of such
                  mitigation may give rise to a defense or offset in respect of
                  any claim arising out of, resulting from, or related to this
                  Agreement.

                  (5) No indemnifying Party shall be liable for any Losses
                  pursuant to this Section XI unless a written claim for
                  indemnification therefor in accordance with Paragraph C of
                  this Section XI is given by the Indemnified Party to the
                  Indemnifying Party prior to the first (1st) anniversary of the
                  Closing Date, except that this time limitation shall not apply
                  to any Losses (i) with respect to claims related to or arising
                  directly or indirectly out of any inaccuracies in any
                  representation or warranty made in Paragraph D (title),
                  Paragraph E (undisclosed liabilities) or Paragraph G
                  (disclosure of other claims) of Section VI hereof; and/or (ii)
                  Paragraph D (due diligence), Paragraph E (North Fork
                  payments), Paragraph F (disclosure of scheduled claims) or
                  Paragraph G (disclosure of other claims) of Section VII
                  hereof; and/or (iii) payable with respect to claims for
                  indemnification under Paragraph A(1)(c) or (d) of this Section
                  XI or Paragraph B(1)(c),(d) or (e) of this Section XI, as to
                  which in each case the applicable statute of limitations shall
                  apply.

XII.     BULK SALE

         Signal waives compliance by LogiMetrics with any bulk sales law which
may be applicable to the transactions contemplated by this Agreement.

XIII.    CHANGE OF NAME

         A. Except for as provided in Paragraph B below, within fifteen (15)
         days following the Closing Date,


                                       16
<PAGE>

         Signal shall cease all use of the name and design mark of LogiMetrics,
         Inc. or any variation thereof.

         B. LogiMetrics hereby grants Signal for eight (8) months from the
         Closing Date a non-exclusive, non-transferable, limited right to use
         the name LogiMetrics solely in connection with the manufacture and sale
         of TWTA assemblies provided that:

                  (1) all TWTA assemblies produced and sold by Signal after the
                  Closing Date, and all catalogues, advertising, and public
                  relations material shall include the words "Product Line"
                  immediately any use of the name LogiMetrics;

                  (2) with each such use, Signal must also conspicuously publish
                  a disclaimer that Signal is in no way affiliated with
                  LogiMetrics, Inc; and

                  (3) the parties agree that all assemblies sold by Signal prior
                  to the Closing Date may be sold by Signal without the words
                  "Product Line" and the disclaimer as set forth in Paragraph
                  (1) and (2) above.

XIV.     TRAINING

         A. Subject to the limitations set forth in this paragraph, LogiMetrics
         will use reasonable efforts to send personnel employed by L-3's Narda
         Microwave Division ("Narda") and who were previously employed by
         LogiMetrics, to Florida to assist in training Signal personnel on TWTA
         assemblies for a consecutive period no longer than two (2) weeks
         ("Training Session") provided that:

                  (1) such employees are still employed by Narda;

                  (2) such employees are willing to do so; and

                  (3) that the timing of the Training Session would not
                  adversely affect the operation of Narda's business.

         B. Signal will pay travel expenses for the personnel involved, as well
         as the employees hourly rate burdened for fringe benefits.

         C. Signal will notify LogiMetrics in writing within four (4) weeks from
         the Closing Date of the date(s) upon which it desires said Training
         Session to commence. Said Training Session shall in no event, however,
         take place no more than three (3) months after the Closing Date.

XV.      PUBLIC ANNOUNCEMENTS

         No party hereto shall have made any public announcement in respect of
         this Agreement or the transactions contemplated hereby without the
         prior written consent of the other parties except as required by
         applicable law or the rules of any applicable stock exchange or stock
         market (in which case the nature of the


                                       17
<PAGE>

         announcement shall be described to the other parties and the other
         parties shall be allowed reasonable time to comment prior to
         dissemination to the public), provided that Signal shall be entitled to
         disclose to its customers and representatives in the ordinary course of
         business the fact that it has entered into this Agreement.

XVI.     FURTHER ASSURANCES

         The parties hereby agree that they will, at any time, and from time to
         time after the Closing Date, upon the reasonable request of the other
         party, use their reasonable best efforts to do, execute, acknowledge
         and deliver, or will cause to be done, executed, acknowledged and
         delivered, all such further reasonable acts, assignments, assumptions,
         transfers, conveyances, powers of attorney and assurances as may be
         reasonably required for more effectively carrying out the purposes of
         this Agreement.

XVII.    RELEASES

         A. In consideration of all of the foregoing, except as to any dispute
         arising under this Agreement or arising under any agreement,
         instrument, or document executed in connection with this Agreement,
         Signal hereby releases and discharges LogiMetrics and L-3, their
         parents, subsidiaries, and affiliates, from all actions, causes of
         action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
         bills, specialities, covenants, contracts, controversies, agreements,
         promises, variances, trespasses, damages, judgements, expenses,
         executions, claims, and demands whatsoever, in law, admiralty or
         equity, of whatever kind and nature, known or unknown, which against
         LogiMetrics and L-3, and their successors and assigns, Signal ever had,
         now has or hereafter can, shall or may have, for, upon, or by reason of
         any matter, cause or thing whatsoever, whether raised or which could
         have been raised, from the beginning of the world to the day of the
         date of this Agreement, arising out of, resulting from, or relating to
         the Signal Documents or the TWTA Business, including:

                  (1) all assets tangible and intangible, being transferred
                  hereunder including but not limited to accounts receivable,
                  inventories (including raw materials, work in process,
                  supplies, samples, prototypes and finished goods), machinery,
                  equipment, tools, supplies, booths, displays, materials, plans
                  and schematics, intellectual property, customer lists and all
                  substitutions, replacements, and proceeds thereof;

                  (2) all liabilities of whatever kind and nature being assumed
                  hereunder including but not limited to all debts, claims,
                  obligations, contracts, purchase orders, sales orders,
                  commitments, and liabilities of any kind, character or
                  description whether accrued, absolute, contingent (whether


                                       18
<PAGE>

                  known or unknown);

                  (3) all monies invested and expenses incurred by Signal in
                  connection with its operation of the TWTA Business; and

                  (4) any monies loaned by Signal to LogiMetrics.

         B. In consideration of all of the foregoing, except as to any dispute
         arising under this Agreement or arising under any agreement,
         instrument, or document executed in connection with this Agreement, and
         except as to any dispute arising under any non-disclosure agreement
         between Signal and LogiMetrics, LogiMetrics and L-3 hereby releases and
         discharges Signal, its parents, subsidiaries and affiliates from all
         actions, causes of action, suits, debts, dues, sums of money, accounts,
         reckonings, bonds, bills, specialities, covenants, contracts,
         controversies, agreements, promises, variances, trespasses, damages,
         judgements, expenses, executions, claims, and demands whatsoever, in
         law, admiralty or equity, of whatever kind and nature, known or
         unknown, which against Signal, its successors and assigns, LogiMetrics
         or L-3 ever had, now has or hereafter can, shall or may have, for,
         upon, or by reason of any matter, cause or thing whatsoever, whether
         raised or which could have been raised, from the beginning of the world
         to the day of the date of this Agreement, arising out of, resulting
         from, or relating to the Signal Documents or the TWTA Business.

         C. Section XVII, and the releases set forth therein do not apply to any
         dispute arising under this Agreement or arising under any agreements,
         instruments, or documents executed in connection with this Agreement.

XVIII.   NOTICES

         All notices, instructions, waivers or other communications required or
         permitted to be given hereunder or necessary in connection herewith
         shall be in writing and shall be deemed to have been duly delivered,
         upon the delivery thereof, if delivered personally or upon the
         transmission thereof, if sent by facsimile transmission, on the second
         business day after delivery to a nationally recognized overnight
         delivery service for express delivery, or on the fifth business day
         after mailing, if mailed, postage prepaid, certified mail, return
         receipt requested as follows:

                  (1) if to Signal, at the address shown below, or at such other
                  address as Signal may have furnished to LogiMetrics in
                  writing:

                           Signal Technology Corporation Keltec Operation
                           84 Hill Avenue
                           Ft. Walton Beach, FL 32548


                                       19
<PAGE>

                           Facsimile (850) 664-6082
                           Attention: Mr. John Cotumaccio, President

                           With a copy to:
                           Bigham Dana LLP
                           150 Federal Street
                           Boston, MA 02110
                           Facsimile (617) 951-8736
                           Attention: Roger D. Feldman, Esq.

                  (2) if to LogiMetrics, at the address shown below, or at such
                  other address as LogiMetrics may have furnished to Signal in
                  writing:

                           L-3 Communications Corporation
                           Narda Microwave Division
                           435 Moreland Road
                           Hauppauge, New York 11788
                           Facsimile:  (516) 231-1485
                           Attention: John S. Mega , President

                           With copies to:
                           Christopher C. Cambria, Esq.
                           V.P., Secretary and General Counsel
                           L3 Communications Corporation
                           600 Third Avenue
                           New York, New York 10016
                           Facsimile:  (212) 805-5494

                           Steven L. Levitt & Associates, P.C.
                           Two Hillside Avenue
                           Building F
                           Williston Park,  New York  11596
                           Facsimile:  (516) 741-9224
                           Attention: Steven L. Levitt, Esq.


XIX.     SUCCESSORS AND ASSIGNS

         This Agreement shall inure to the benefit of and be binding upon the
         successors and permitted assigns of each of the parties hereto. Neither
         this Agreement nor any of the rights or obligations hereunder may be
         assigned by LogiMetrics or Signal without the prior written consent of
         the other party.

XX.      ENTIRE AGREEMENT; AMENDMENT AND WAIVER

         This Agreement sets forth the entire understanding among the parties
         concerning the subject matter of this Agreement and incorporates all
         prior negotiations and understandings and supersedes all prior letters
         or memoranda of intent, agreements or understandings (whether written
         or oral), among such parties relating to


                                       20
<PAGE>

         the subject matter hereof. There are no covenants, promises,
         agreements, conditions or understandings, either oral or written,
         between them relating to the subject matter of this Agreement other
         than those set forth herein. No representation or warranty has been
         made by or on behalf of any party to this Agreement (or any officer,
         director, employee or agent thereof) to induce any other party to enter
         into this Agreement or to abide by or consummate any transactions
         contemplated by any terms of this Agreement, except representations and
         warranties expressly set forth herein. No alteration, amendment, change
         or addition to this Agreement shall be binding upon any party unless in
         writing and signed by the party to be charged.

XXI.     COUNTERPARTS

         This Agreement may be executed (including by facsimile transmission)
         with counterpart signature pages or in any number of counterparts, each
         of which when so executed and delivered shall be deemed an original,
         and such counterparts together shall constitute only one instrument.

XXII.    SURVIVAL OF WARRANTIES, ETC.

         The representations and warranties of the parties hereto contained in
         this Agreement or otherwise made in writing in connection with the
         transactions contemplated hereby shall survive the execution and
         delivery of this Agreement and the Closing Date. Such representations
         and warranties shall expire on the last day, if any, that claims for
         breaches of such representations or warranties may be made pursuant to
         Section XI hereof, except that any such representation or warranty that
         has been made the subject of a claim prior to such expiration date
         shall survive with respect to such claim until the final resolution of
         such claim pursuant to Section XI hereof.

XXIII.   NO PRESUMPTION

         The parties understand and agree that each and every term and condition
         of this Agreement has been mutually negotiated, prepared and drafted,
         and if at any time the parties desire or are required to interpret or
         construe any such term or condition of this Agreement, no consideration
         shall be given to the issue of which party actually prepared, drafted
         or requested any such term or condition of this Agreement.

XXIV.    GOVERNING LAW

         This Agreement shall be governed in all respects, including as to
         validity, interpretation and effect, by the internal laws of the State
         of New York without giving effect to the conflict of laws rules
         thereof.

XXV.     JURISDICTION, VENUE AND PROCESS

         Signal and LogiMetrics each hereby irrevocably submit to the
         jurisdiction of the courts of the State of New York, County of Suffolk
         and the Federal Courts of the United States of America located in the
         Eastern


                                       21
<PAGE>

         District of New York with respect to the interpretation and enforcement
         of the provisions of this Agreement, the documents referred to herein
         and any disputes arising directly or indirectly hereunder or
         thereunder. Further, the parties hereby waive and agree not to assert
         as a defense in any action, suit or proceeding that such party is not
         subject to such jurisdiction or that such action, suit or proceeding
         may not be brought or is not maintainable in said courts or that the
         venue thereof may not be appropriate or that this Agreement or any of
         such documents may not be enforced in or by said courts.

XXVI.    SECTION HEADINGS

         The headings of the sections and subsections of this Agreement are for
         convenience only and shall not be deemed to constitute a part of this
         Agreement.

XXVII.   SEVERABILITY

         If any provision of this Agreement, including any phrase, sentence,
         clause, section or subsection, is inoperative or unenforceable for any
         reason, such circumstances shall not have the effect of rendering the
         provision in question inoperative or unenforceable in any other case or
         circumstance, or of rendering any other provision or provisions herein
         contained invalid, inoperative or unenforceable to any extent
         whatsoever.




                                       22
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date above first written.

                                  LOGIMETRICS, INC.

                                  /s/ John S. Mega
                                  -----------------------------------------
                                  By:  John S. Mega
                                  Name:  President, Acting
                                  Title:  Logimetrics, Inc.



                                  SIGNAL TECHNOLOGY CORPORATION

                                  /s/ George E. Lombard
                                  -----------------------------------------
                                  By:  George E. Lombard
                                  Name:  Chairman and CEO
                                  Title:  Signal Technology Corporation



                                  L-3 COMMUNICATIONS CORPORATION
                                  solely for purposes of Paragraph (B) of
                                  Section XVII

                                  /s/ John S. Mega
                                  -----------------------------------------
                                  By:  John S. Mega
                                  Name:  Vice President of Microwave Group
                                  Title:  L-3 Communications Corporation




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