EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                                LOGIMETRICS, INC.


         THE  UNDERSIGNED,  a natural  person,  for the purpose of  organizing a
corporation  under the provisions and subject to the requirements of the General
Corporation Law of the State of Delaware, hereby certifies that:

         FIRST: The name of the Corporation is LOGIMETRICS, INC.

         SECOND:  The registered  office of the  Corporation is to be located at
306 South  State  Street,  in the City of Dover,  in the County of Kent,  in the
State of  Delaware.  The name of its  registered  agent at that  address  is the
United States Corporation Company.

         THIRD: The purpose of the Corporation is to engage in any lawful act of
activity for which a corporation may be organized under the General  Corporation
Law of Delaware.

         FOURTH:  (a)  The  aggregate  number  of  shares  of  stock  which  the
Corporation shall have authority to issue is one million  (1,000,000)  shares of
which  eight  hundred  thousand  (800,000)  shares with a par value of ten cents
($.10) per share  shall be  designated  "Class A Common  Stock" and two  hundred
thousand (200,000) shares with a par value of forty cents ($.40) per share shall
be designated "Class B Common Stock."

                  (b) The relative  rights,  preferences and limitations of the 
shares of each class are as follows:

                    (i) the  holders of the Class A Common  Stock shall have one
     vote per share for all purposes and the holders of the Class B Common Stock
     shall have four votes per share for all purposes.

<PAGE>

                    (ii)  at any  time  after  the  Corporation  first  has  net
     earnings  after all federal,  state and local taxes in any fiscal year,  of
     the sum of two hundred and fifty thousand  ($250,000) dollars as determined
     by  the  Corporation's  regularly  employed  independent  Certified  Public
     Accountant in accordance with generally accepted accounting principles each
     share of Class B Common Stock may, at the option of the holder thereof,  be
     converted into four shares of Class A Common Stock.

         FIFTH:   The name and address of the incorporator is:

         NAME                                        ADDRESS
         Robert S. Persky                            477 Madison Avenue
                                                     New York, New York  10022

         SIXTH: The following  provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation,  and for further
definition,  limitation and regulation of the powers of the  Corporation  and of
its directors and shareholders:

               (1) The number of directors of the  Corporation  shall be such as
     from  time to time  shall be fixed  by, or in the  manner  provided  in the
     by-laws.  Election of directors need not be by ballot unless the by-laws so
     provide.

               (2) The Board of Directors shall have power without the assent or
     vote of the stockholders.

                   (a) to  make,  alter,  amend,  change, add  to  or repeal the
          By-Laws of the Corporation;

<PAGE>

                    (b) to fix and  vary the  amount  to  be  reserved  for any 
          proper purpose;

                    (c) to  authorize  and cause to be executed  mortgages  and 
          liens upon all or any part of the property of the Corporation;

                    (d) to  determine  the use and  disposition  of any surplus 
          or net profits;

                    (e) to determine  from time to time whether,  and  to  what 
          extent, and  at what times and places,   and  under  what  conditions 
          and regulations, the accounts and books of the Corporation (other than
          the stock ledger) or any of them,  shall be open to the  inspection of
          the stockholders.

          (3) The directors in their  discretion  may submit any contract or act
     for approval or ratification  at any annual meeting of the  stockholders or
     at any meeting of the  stockholders  called for the purpose of  considering
     any such act or contract, and any contract or act that shall be approved or
     be  ratified  by the vote of the  holders of a majority of the stock of the
     Corporation  which is represented in person or by proxy at such meeting and
     entitled to vote thereat  (provided that a lawful quorum of stockholders be
     there  represented  in person or by proxy) shall be as valid and as binding
     upon the  Corporation  and upon all the  stockholders as though it had been
     approved or ratified by every  stockholder of the 

<PAGE>

     Corporation,  whether or not the contract or act would otherwise be open to
     legal attack because of directors' interest, or for any other reason.

          (4) In  addition  to the powers  and  authorities  hereinbefore  or by
     statute  expressly  conferred upon them, the directors are hereby empowered
     to  exercise  all such  powers  and do all such  acts and  things as may be
     exercised  or  done  by  the  Corporation;  subject,  nevertheless,  to the
     provisions  of the statutes of Delaware,  of this  certificate,  and to any
     by-laws from time to time made by the directors or stockholders;  provided,
     however,  that no  by-laws so made  shall  invalidate  any prior act of the
     directors which would have been valid if such by-law had not been made.

         SEVENTH: The Corporation shall, to the full extent permitted by Section
145 of the  Delaware  General  Corporation  Law,  as amended  from time to time,
indemnify all persons whom it may indemnify pursuant thereto.

         EIGHTH:  Whenever a compromise or arrangement is proposed  between this
Corporation  and  its  creditors  or any  class  of  them  and/or  between  this
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  Corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  Corporation  under
the  provisions  of  Section  291 of  Title  8 of the  Delaware  Code  or on the
application of 

<PAGE>

trustees in  dissolution  or of any  receiver or  receivers  appointed  for this
Corporation  under the provisions of Section 279 of Title B of the Delaware Code
order  a  meeting  of  the  creditors  or  class  or  creditors,  and/or  of the
stockholders or class of stockholders of this  Corporation,  as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing  three-fourths  in value of the  creditors  or class of  creditors,
and/or of the stockholders or class of stockholders of this Corporation,  as the
case may be, agree to any compromise or arrangement and to any reorganization of
this  Corporation  as consequence of such  compromise or  arrangement,  the said
compromise or arrangement  and the said  reorganization  shall, if sanctioned by
the court to which the said  application  has been  made,  be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders,  of  this  Corporation,  as the  case  may  be,  and  also on this
Corporation.

         NINTH: The Corporation  reserves the right to amend,  alter,  change or
repeal any  provision  contained in this  certificate  of  incorporation  in the
manner now or hereafter  prescribed by law, and all rights and powers  conferred
herein on  stockholders,  directors  and officers  are subject to this  reserved
power.

         IN WITNESS  WHEREOF,  I have hereunto set my hand and seal the 20th day
of December, 1968. 


                                      /s/Robert S. Persky
                                      ___________________(L.S.) 
                                      ROBERT S. PERSKY
               

<PAGE>


STATE OF NEW YORK    )
                     ) SS.:
COUNTY OF NEW YORK   )

         BE IT REMEMBERED  that  personally  appeared  before me, on 20th day of
December,  1968,  the  undersigned,  a Notary  Public  duly  authorized  to take
acknowledgment of deeds by the laws of the place where the foregoing certificate
of incorporation was signed,  Robert S. Persky,  the incorporator who signed the
foregoing  certificate of incorporation,  known to me personally to be such, and
who  acknowledged  the same to be his act and deed,  and that the  facts  herein
stated  are  true.  Given  under  my hand and  seal of  office  the day and year
aforesaid.

                                            /s/Stephen
                                            ______________________
                                            Notary Public

<PAGE>
      
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                LOGIMETRICS, INC.

         The  undersigned  corporation,  in order to amend  its  Certificate  of
Incorporation, hereby certifies as follows:

         FIRST: The name of the corporation is LOGIMETRICS, INC.

         SECOND:  The  amendment  to  the  Certificate  of  Incorporation  to be
effected hereby is as follows:

         (a) The paragraph number "Fourth" of the Certificate of  Incorporation,
relating to capitalization is amended to read as follows:

               "FOURTH: The total number of shares of stock which
          the  corporation  shall have  authority to issue is One
          Million (1,000,000), of the par value of $.10 per share,
          of which Eight Hundred  Thousand  (800,000)  shares are
          designated  as Class A  Common  Stock  and Two  Hundred
          Thousand  (200,000)  shares are  designated  as Class B
          Common Stock."

          Except as otherwise  provided by law or herein, the holders of Class A
Common  Stock shall have the sole voting  power for the election of directors of
the  corporation  and no holder of Class B Common  Stock shall have any right to
vote for the election of directors of the  corporation.  At every meeting of the
shareholders  (i) each  holder of Class A Common  Stock shall be entitled to one
vote per share,  voting with the holders of any other class of stock entitled to
vote, without regard to class, on all matters to be voted on by the shareholders
of the  corporation  and (ii)  each  holder  of Class B  Common  Stock  shall be
entitled  to one vote per share,  voting  with the holders of any other class of
stock entitled to vote,  without regard to class,  on all matters to be voted on
by shareholders  of the corporation  other than for the election of directors of
the  corporation.  Subject to and upon  compliance  with the  provisions of this
Article FOURTH,  each record holder of Class B Common Stock shall be entitled at
any time and from time to time to  convert  any or all of the  shares of Class B
Common Stock held by him into the same number of shares of Class A Common Stock.

          Each conversion of shares of Class B Common Stock into shares of Class
A  Common  Stock  shall be  effected  by the  surrender  of the  certificate  or
certificates  representing the shares of Class B Common Stock to be converted at
the office of the 

<PAGE>

Secretary of the corporation (and at such additional place or places as may from
time to time be  designated  by the  Secretary or an Assistant  Secretary of the
corporation)  together with written  notice by the holder of such Class B Common
Stock stating that such holder desires to convert the shares, or a stated number
of the shares,  of Class B Common Stock  represented by such  certificate,  into
Class A Common  Stock,  which  notice  shall also state the name or names  (with
addresses) and  denominations in which the certificate or certificates for Class
A Common  Stock  shall be issued and shall  include  instructions  for  delivery
thereof.  Promptly after such surrender and the receipt of such written  notice,
the corporation shall issue and deliver in accordance with such instructions the
certificate  or  certificates  for the Class A Common Stock  issuable  upon such
conversion.  Such  conversion  shall be deemed to have been  effected  as of the
close of business on the date on which such  certificate or  certificates  shall
have  been  surrendered  and  such  notice  shall  have  been  received  by  the
corporation  and at such time the  rights of the  holder of such  Class B Common
Stock (or specified  portion  thereof) as such  shareholder  shall cease and the
person or persons in whose name or names any  certificate  or  certificates  for
shares of Class A Common  Stock are to be issued upon such  conversion  shall be
deemed to have  become  the holder or holders of record of the shares of Class A
Common Stock represented thereby.

          If the certificate or certificates  for Class A Common Stock are to be
registered  in a name  other than the name of the  registered  holder of Class B
Common Stock  surrendered for conversion,  the corporation shall not be required
to issue or  deliver  any  certificate  unless and until the holder of the stock
surrendered  has paid to the  corporation  the  amount  of any tax  which may be
payable in respect of any transfer  involved in such issuance or shall establish
to the satisfaction of the corporation that such tax has been paid.

          The corporation shall at all times reserve and keep available,  out of
its authorized but unissued Class A Common Stock, such number of shares of Class
A Common  Stock as shall be  sufficient  to effect  conversion  of all shares of
Class B Common Stock then outstanding.

          When and as  dividends  are  declared,  whether  payable  in cash,  in
property or in shares of stock of the corporation, the holders of Class B Common
Stock  and the  holders  of Class A Common  Stock  shall  be  entitled  to share
equally,  share for share,  in such  dividends,  except  that if  dividends  are
declared  which are payable in shares of Class B Common  Stock or Class A Common
Stock,  dividends  shall be declared  which are payable at the same rate in both
classes of stock and the  dividends  payable  in shares of Class B Common  Stock
shall be payable to holders of that class of stock and the dividends  payable in
shares of Class A Common  Stock  shall be  payable  to  holders of that class of
stock.

          If the  corporation  shall in any  manner  subdivide  or  combine  the
outstanding  shares of Class A Common Stock,  the outstanding  shares of Class B
Common Stock shall be proportionately subdivided or combined.

<PAGE>

          Shares of Class B Common  Stock  which are  converted  into  shares of
Class A Common Stock as provided in this Article FOURTH shall not be reissued.

          Except as herein otherwise expressly  provided,  all shares of Class B
Common Stock and Class A Common Stock shall be identical  and shall  entitle the
holders thereof to the same rights and privileges.

          (b) The  capital of the  corporation  will not be reduced  under or by
reason of this Amendment.

          THIRD: The amendment effected herein was authorized by the affirmative
vote of the holders of a majority  of the  outstanding  shares  entitled to vote
thereon  at a meeting of  shareholders  pursuant  to Section  222 and 242 of the
General  Corporation  Law of the State of  Delaware.


          IN WITNESS WHEREOF,  the corporation has caused this certificate to be
executed under its corporate seal the 3rd day of July, 1970.


ATTEST:                                   LOGIMETRICS, INC.

/s/Robert S. Persky                           /s/Melvin Dubin
_________________________                 By:  __________________________
Robert S. Persky, Secretary                    Melvin Dubin, President

<PAGE>

STATE OF NEW YORK                   )
                                    ) ss.:
COUNTY OF NEW YORK                  )


          Be it remembered that on this 3rd day of July,  1970,  personally came
before me, a Notary  Public in and for the County  and State  aforesaid,  Melvin
Dubin,  who stated that he is the  President of  Logimetrics,  Inc.,  and who is
known personally to me to be such, and acknowledged the foregoing document to be
the act and deed of the signers  thereof,  and that the facts stated therein are
true. 

          Given under my hand and seal of office the day and year aforesaid.

                                                  /s/Donald S. Snider
                                                  __________________________
                                                  Donald S. Snider
<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                LOGIMETRICS, INC.

              ----------------------------------------------------
                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware
               ---------------------------------------------------

          We, FRANK J. SPOSATO,  President,  and CARL J. BARONE,  Secretary,  of
LOGIMETRICS, INC., do hereby certify as follows:

          FIRST:  That the Certificate of  Incorporation of said corporation has
been amended as follows:

               By  striking  out the whole of the  first  paragraph  of  Article
     FOURTH  thereof as it now exists and  inserting in lieu thereof a new first
     paragraph of said Article FOURTH, reading as follows:



               FOURTH: The total number of shares of stock which
          the  corporation  shall have  authority to issue is One
          Million Five Hundred Thousand  (1,500,000),  of the par
          value of $.10 per  share,  of which One  Million  Three
          Hundred Thousand  (1,300,000)  shares are designated as
          Class A Common Stock and Two Hundred Thousand (200,000)
          shares are designated as Class B Common Stock."

          Except as amended  hereby all other  paragraphs and provisions of said
Article FOURTH shall remain as they presently read. 

          SECOND:  That such amendment has been duly adopted in accordance  with
the  provisions of the General  Corporation  Law of the State of Delaware by the
affirmative vote of the holders of a majority of the stock entitled to vote at a
meeting of  stockholders.  

          IN WITNESS  WHEREOF,  we have signed this certificate this 13th day of
March, 1975.

                                                    /s/Frank J. Sposato
                                                    _________________________
                                                    Frank J. Sposato, President


                                                    /s/Carl Barone
                                                    _________________________
                                                    Carl J. Barone, Secretary

<PAGE>
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                LOGIMETRICS, INC.

               ---------------------------------------------------
                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware
               --------------------------------------------------

          We,  MURRAY  H.  FEIGENBAUM,  President,  and  JOEL  HASEN,  Assistant
Secretary of LOGIMETRICS, Inc., do hereby certify as follows:

          FIRST:  That the Certificate of  Incorporation of said corporation has
been amended as follows:

          By striking  out the whole of the first  paragraph  of Article  FOURTH
thereof as it now exists and inserting in lieu thereof a new first  paragraph of
said Article FOURTH, reading as follows: 


               "FOURTH: The total number of shares of stock which
          the corporation  shall have authority to issue is Three
          Million Two Hundred  Thousand  (3,200,000),  of the par
          value  of  $.10  per  share,  of  which  Three  Million
          (3,000,000)  shares  are  designated  as Class A Common
          Stock and Two  Hundred  Thousand  (200,000)  shares are
          designated as Class B Common Stock."

          Except as amended  hereby all other  paragraphs and provisions of said
Article FOURTH shall remain as they presently read.

          SECOND:  That such  amendment  has been duly  adopted  pursuant to the
provisions  of Section  228(a) of the  General  Corporation  Law of the State of
Delaware  by the  written  consent of the holders of a majority of the shares of
Common Stock of said corporation  entitled to vote at a meeting of stockholders,
and that  written  notice of the  taking of such  action  has been  given to the
holders of all such Common Stock.

          IN WITNESS  WHEREOF,  we have signed this certificate this 25th day of
June, 1982. 
                                            
                                               /s/Murray H. Feigenbaum
                                               _______________________________
                                               Murray H. Feigenbaum, President


                                 ATTEST:


                                               /s/Joel Hasen
                                               _______________________________
                                               Joel Hasen, Assistant Secretary

<PAGE>


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                LOGIMETRICS, INC.

                 --------------------------------------------
                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware
                 --------------------------------------------

          We,  MURRAY  H.  FEIGENBAUM,  President,  and  JOEL  HASEN,  Assistant
Secretary of LOGIMETRICS, Inc., do hereby certify as follows:
      
          FIRST:  That the Certificate of  Incorporation of said corporation has
been amended as follows:

          By striking  out the whole of the first  paragraph  of Article  FOURTH
thereof as it now exists and inserting in lieu thereof a new first  paragraph of
said Article FOURTH, reading as follows:

               "FOURTH: The total number of shares of stock which
          the  corporation  shall have  authority to issue is Six
          Million Two Hundred  Thousand  (6,200,000),  of the par
          value  of  $.10  per  share,   of  which  Six   Million
          (6,000,000)  shares  are  designated  as Class A Common
          Stock and Two  Hundred  Thousand  (200,000)  shares are
          designated as Class B Common Stock."

          Except as amended  hereby all other  paragraphs and provisions of said
Article FOURTH shall remain as they presently read.

          SECOND:  That such  amendment  has been duly  adopted  pursuant to the
provisions  of Section  242(c) of the  General  Corporation  Law of the State of
Delaware by the  affirmative  vote of a majority  of the issued and  outstanding
shares of stock entitled to vote thereon at the annual  meeting of  stockholders
of the corporation duly called and held November 23, 1983.

          IN WITNESS  WHEREOF,  we have signed this certificate this 27th day of
November, 1983. 

                                                /s/Murray H. Feigenbaum
                                                _______________________________
                                                Murray H. Feigenbaum, President


                                                /s/Joel Hasen
                                                _______________________________
                                                Joel Hasen, Assistant Secretary

<PAGE>

                    REGISTERED OFFICE AND OF REGISTERED AGENT

             PURSUANT TO SECTION 134 OF TITLE 8 OF THE DELAWARE CODE

To:    DEPARTMENT OF STATE
       Division of Corporations
       Townsend Building
       Federal Street
       Dover, Delaware  19903

          Pursuant  to the  provisions  of Section  134 Title 8 of the  Delaware
Code,  the  undersigned  Agent for  service of  process,  in order to change the
address of the registered  office of the corporations for which it is registered
agent, hereby certifies that:

          1. The name of the agent is United States Corporation Company.

          2. The  address  of the old  registered  office  was 306  South  State
Street, Dover, Delaware 19901.

          3. The address to which the registered  office is to be changed is 229
South State Street,  Dover, Delaware 19901. The new address will be effective on
February 18th, 1986.

          4. The names of the  corporations  represented  by said  agent are set
forth  on the  list  annexed  to this  certificate  and  made a part  hereof  by
reference.

          IN  WITNESS  WHEREOF,  said agent has caused  this  certificate  to be
signed  on its  behalf  by its Vice  President  and  Secretary  this 13th day of
February, 1986. 

                                             UNITED STATES CORPORATION COMPANY


                                             /s/Dennis E. Howarth
                                             ___________________________________
                                             Dennis E. Howarth
                                             Vice President

ATTEST:

/s/Grant Dawson
_________________________
Grant Dawson
Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                LOGIMETRICS, INC.

 
       ------------------------------------------------------------
                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware
          ------------------------------------------------------------

          We,  MURRAY  H.  FEIGENBAUM,  President,  and  JOEL  HASEN,  Assistant
Secretary, of LOGIMETRICS, INC., do hereby certify as follows:

          FIRST:  That the Certificate of  Incorporation of said corporation has
been amended as follows:

          By striking  out the whole of the first  paragraph  of Article  FOURTH
thereof as it now exists and inserting in lieu thereof a new first  paragraph of
said Article FOURTH, reading as follows:

               "FOURTH: The total number of shares of stock which
          the  corporation  shall have  authority to issue is Six
          Million Two Hundred Fifty Thousand (6,250,000),  of the
          par  value of $.10 per  share,  of  which  Six  Million
          (6,000,000)  shares  are  designated  as Class A Common
          Stock and Two Hundred Fifty Thousand  (250,000)  shares
          are designated as Class B Common Stock."

          Except as amended  hereby all other  paragraphs and provisions of said
Article FOURTH shall remain as they presently read.

          SECOND:  That such  amendment  has been duly  adopted  pursuant to the
provisions of Section 242 and Section 228 of the General  Corporation Law of the
State of  Delaware  by the  written  consent  of a  majority  of the  issued and
outstanding shares of each class of stock entitled to vote thereon.

          IN WITNESS WHEREOF, we have signed this certificate this ______ day of
July, 1988. 

                                             /s/Murray H. Feigenbaum
                                             ______________________________ 
                                             Murray H. Feigenbaum, President


                         ATTEST:

                                             /s/Joel Hasen
                                             ______________________________
                                             Joel Hasen, Assistant Secretary


<PAGE>

TO:      DEPARTMENT OF STATE

         Division of Corporations
         Townsend Building
         Federal Street
         Dover, Delaware  19903

          Pursuant to the  provisions  of Section 134 of Title 8 of the Delaware
Code,  the  undersigned  Agent for  service of  process,  in order to change the
address of the registered  office of the corporations for which it is registered
agent, hereby certifies that:

          1. The name of the agent is United States Corporation Company.

          2. The  address  of the old  registered  office  was 229  South  State
Street, Dover, Kent County, Delaware 19901.

          3. The address to which the  registered  office is to be changed is 32
Loockerman  Square,  Suite L-100,  Dover,  Kent County,  Delaware 19901. The new
address will be effective on October 27, 1989.

          4. The names of the  corporations  represented  by said  agent are set
forth  on the  list  annexed  to this  certificate  and  made a part  hereof  by
reference.

          IN  WITNESS  WHEREOF,  said agent has caused  this  certificate  to be
signed on its behalf by its Vice President and Assistant Secretary this 10th day
of October 1989.


                                             UNITED STATES CORPORATION COMPANY

                                             /s/Alan Spiewak
                                             ___________________________________
                                             Alan Spiewak, Vice President

ATTEST:

/s/Richard L. Kushay
______________________________________
Richard L. Kushay, Assistant Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               LOGIMETRICS, INC.

          ------------------------------------------------------------ 
                    Adopted in accordance with the provisions
                 of Section 242 of the General Corporation 
                          Law of the State of Delaware
          ------------------------------------------------------------

          We, MURRAY H. FEIGENBAUM, President, and BARBARA DIVACK, Secretary, of
LOGIMETRICS, INC., do hereby certify as follows:

          FIRST:  That the Certificate of  Incorporation of said corporation has
been amended as follows:

          By striking  out the whole of the first  paragraph  of Article  FOURTH
thereof as it now exists and inserting in lieu thereof a new first  paragraph of
said Article FOURTH, reading as follows:

               "FOURTH: The total number of shares of stock which
          the corporation  shall have authority to issue is Seven
          Million  (7,250,000),  of the par  value  of  $.10  per
          share,  of which Seven Million  (7,000,000)  shares are
          designated  as Class A  Common  Stock  and Two  Hundred
          Fifty Thousand (250,000) shares are designated as Class
          B Common Stock."

          Except as amended  hereby all other  paragraphs and provisions of said
Article FOURTH shall remain as they presently read.

          SECOND:  That such  amendment  has been duly  adopted  pursuant to the
provisions  of Section  242(c) of the  General  Corporation  Law of the State of
Delaware by the resolution  adopted on June 13, 1995 by  stockholders  holding a
majority of the issued and outstanding shares of stock entitled to vote thereon.

          IN WITNESS WHEREOF,  we signed this certificate this 15th day of June,
1995.

                                        /s/Murray H. Feigenbaum
                                         ______________________________ 
                                         Murray H. Feigenbaum, President


                                        /s/Barbara Divack
                                         ______________________________
                                         Barbara Divack, Secretary

<PAGE>


                            CERTIFICATE OF AMENDMENT


                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               LOGIMETRICS, INC.

          ------------------------------------------------------------
                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware
          ------------------------------------------------------------

          We, MURRAY H. FEIGENBAUM, President, and BARBARA DIVACK, Secretary, of
LOGIMETRICS, INC., do hereby certify as follows:

          FIRST:  The  amendments to the  Certificate of  Incorporation  of said
corporation to be effected hereby as follows:

               1. The whole of Article  FOURTH thereof as it now exists shall be
deleted and, in lieu thereof, a new Article FOURTH shall be inserted, reading as
follows:

               "FOURTH: The total number of shares of stock which
          the  Corporation  shall have the  authority to issue is
          Thirty Five Million Two Hundred (35,000,200) shares, of
          which  Thirty  Five  Million  (35,000,000)  shares  are
          designated as Common  Stock,  $.01 par value per share,
          and  Two  Hundred   (200)  shares  are   designated  as
          Preferred Stock $.01, par value per share."

          The Board of Directors of the  Corporation is  authorized,  subject to
limitations  prescribed  by law and the  provisions of this Article  FOURTH,  to
provide for the  issuance  of the shares of  Preferred  Stock in series,  and by
filing a certificate pursuant to the applicable law of the State of Delaware, to
establish  from time to time the  number of shares to be  included  in each such
series  and  the  voting  powers  thereof,  full  or  limited,  and to  fix  the
designation,  powers,  preferences  and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.

<PAGE> 

               The  authority  of the Board of  Directors  with  respect to each
     series  of  Preferred   Stock  shall  include,   but  not  be  limited  to,
     determination of the following:

               (a)  The  number  of  shares  constituting  that  series  and the
     distinctive designation of that series;

               (b) The  dividend  rate on the  shares  of that  series,  whether
     dividends  shall by cumulative,  and, if so, from which date or dates,  and
     the relative rights of priority,  if any, of payment of dividends on shares
     of that series;

               (c) Whether that series shall have voting rights,  in addition to
     the voting  rights  provided  by law,  and, if so, the terms of such voting
     rights;

               (d) Whether that series shall have conversion privileges, and, if
     so,  the terms and  conditions  of such  conversion  privileges,  including
     provision for adjustment of the conversion rate in such events as the Board
     of Directors shall determine;

               (e) Whether or not the shares of that series shall be redeemable,
     and, if so, the terms and conditions of such redemption, including the date
     or dates upon or after which they shall be  redeemable,  and the amount per
     share payable in case of redemption,  which amount may vary under different
     conditions and at different redemption dates;

               (f)  Whether  that  series  shall  have a  sinking  fund  for the
     redemption or purchase of shares of that series,  and, if so, the terms and
     amount of such sinking fund;

               (g) The  rights  of the  shares  of that  series  in the event of
     voluntary  or  involuntary  liquidation,  dissolution  or winding up of the
     corporation,  and the relative  rights of  priority,  if any, of payment of
     shares of that series; and

               (h) Any other relative  rights,  preferences  and  limitations of
     that series."

<PAGE>
          The capital of the Corporation  will be reduced by reason of the above
amendment; however, assets of the Corporation remaining after such reduction are
sufficient to pay debts of the  Corporation  for which payment has not otherwise
been provided.
        
          2. The whole of Article  SEVENTH  thereof  as it now  exists  shall be
deleted and in lieu thereof, a new Article SEVENTH shall be inserted, reading as
follows:

               "SEVENTH:  (a)  Every  person  who  is  or  was  a
          director, officer, employee or agent of the Corporation
          shall be indemnified by the Corporation pursuant to the
          provisions  of Section 145 of the  General  Corporation
          Law of the State of Delaware (or any similar  provision
          or provisions of applicable  law at the time in effect)
          to the fullest  extent  permitted  thereby  against all
          liabilities  and  expenses  imposed upon or incurred by
          that person in connection  with any proceeding in which
          that person may be made,  or  threatened  to be made, a
          party,  or in which that person may become  involved by
          reason of that  person  being or having been a director
          or officer or continues  to serve in any capacity  with
          any other enterprise at the request of the Corporation.
          The  foregoing  right of  indemnification  shall not be
          deemed to be  exclusive  of any  other  rights to which
          those seeking indemnification may be entitled under any
          by-law,    agreement,    vote   of    stockholders   or
          disinterested  directors,  or  otherwise.  No repeal or
          amendment of this Article  shall  adversely  affect any
          right or protection of any person  existing at the time
          of such repeal or amendment."

                    (b) No director of the  Corporation  shall be
          personally   liable   to   the   Corporation   or   its
          stockholders  for any  monetary  damages  for breach of
          fiduciary duty as a director;  provided,  however, that
          the  foregoing  clause shall not apply to any liability
          of a director (i) for any breach of the director's duty
          of loyalty to the Corporation or its stockholders; (ii)
          for  acts or  omissions  not in  good  faith  or  which
          involve  intentional  misconduct or a knowing violation
          of  law;   (iii)  under  Section  174  of  the  General
          Corporation  Law of the State of Delaware;  or (iv) for
          any  transaction  from  which the  director  derived an
          improper personal benefit.  If the General  Corporation
          Law of the State of  Delaware  is amended to  authorize
          corporate  action  further  eliminating or limiting the
          personal liability of directors, then by virtue of this
          Article  SEVENTH,  the  liability  of a director of the
          Corporation  shall  be  eliminated  or  limited  to the
          fullest extent permitted  thereby,  as so amended.  Any
          repeal or amendment of this Article shall not adversely
          affect any right or  protection  of a  director  of the
          Corporation  existing  at the  time of such  repeal  or
          amendment."

          SECOND: That such amendments have been duly adopted in accordance with
the provisions of Section 242(b) of the General  Corporation Law of the State of
Delaware by the  affirmative  vote of a majority  of the issued and  outstanding
shares of the corporation at a Special  Meeting of Stockholders  duly called and
held on February 9, 1996. IN WITNESS  WHEREOF,  we have signed this  certificate
this  7th  day  of  March,   1996.   

                                             /s/Murray H. Feigenbaum
                                             _________________________________  
                                             Murray  H. Feigenbaum, President


                                             /s/Barbara Divack
                                             ______________________________
                                             Barbara Divack, Secretary

<PAGE>
                          CERTIFICATE OF DESIGNATION OF
                       SERIES A 12% CUMULATIVE CONVERTIBLE
                           REDEEMABLE PREFERRED STOCK

                           CERTIFICATE OF DESIGNATION
                                       OF
                           12% CUMULATIVE CONVERTIBLE
                           REDEEMABLE PREFERRED STOCK
                                       OF
                               LOGIMETRICS, INC.


(Pursuant to Section 151 of the
General Corporation Law of the State of Delaware)

          LogiMetrics,  Inc., a  corporation  organized  and existing  under the
General  Corporation  Law of the  State  of  Delaware  (the  "Corporation"),  in
accordance with the provisions of Section 151(g) thereof,

          HEREBY CERTIFIES:

          That pursuant to the authority  conferred  upon the Board of Directors
by the Certificate of Incorporation  of the Corporation,  the Board of Directors
on March 6, 1996  adopted  the  following  resolutions  creating  a series of 30
shares of preferred  stock  designated  as Series A 12%  Cumulative  Convertible
Redeemable Preferred Stock:

          WHEREAS,  the Board of Directors is granted authority,  subject to the
provisions of Article FOURTH of the Certificate of  Incorporation,  to authorize
the issue of one or more series of preferred stock and to fix and determine with
respect to each series:

               (a)  The  number  of  shares  constituting  that  series  and the
                    distinctive designation of that series;

               (b)  The  dividend  rate on the  share  of that  series,  whether
                    dividends  shall be cumulative,  and, if so, from which date
                    or dates,  and the relative  rights of priority,  if any, of
                    payment of dividends on shares of that series;

               (c)  Whether that series shall have voting rights, in addition to
                    the voting rights  provided by law, and, if so, the terms of
                    such voting rights;

               (d)  Whether that series shall have conversion  privileges,  and,
                    if  so,  the  terms  and   conditions  of  such   conversion
                    privileges,   including  provision  for  adjustment  of  the
                    conversion  rate in such  events as the  Board of  Directors
                    shall determine;

<PAGE>
               (e)  Whether  or  not  the  shares  of  that   series   shall  be
                    redeemable,  and,  if so, the terms and  conditions  of such
                    redemption,  including  the date or date upon or after which
                    they shall be  redeemable,  and the amount per share payable
                    in case of redemption, which amount may vary under different
                    conditions and at different redemption dates;

               (f)  Whether  that  series  shall  have a  sinking  fund  for the
                    redemption or purchase of shares of that series, and, if so,
                    the terms and amount of such sinking fund;

               (g)  The  rights  of the  shares  of that  series in the event of
                    voluntary or involuntary liquidation, dissolution or winding
                    up of the corporation,  and the relative rights of priority,
                    if any, of payment of shares of that series; and

               (h)  Any other relative  rights,  preferences  and limitations of
                    that series;

          WHEREAS,  the Corporation has made a private  offering of a minimum of
15 and a maximum of 30 units,  at a price of $50,000  per unit,  each unit to be
composed  of (a) one share of 12%  Series A  cumulative  convertible  redeemable
preferred stock,  convertible at any time, but only in whole, into 94,340 shares
of Common  Stock,  par value $.01 per  share,  and (b) one  seven-year  series D
warrant to purchase  94,340 shares of Common Stock of the Corporation at a price
of $.01 per share,  all pursuant to that certain  Confidential  Private Offering
Memorandum dated February 5, 1996 ("Memorandum");

          NOW THEREFORE BE IT RESOLVED, that pursuant to the authority vested in
the Board of Directors of the Corporation by the provisions of Article FOURTH of
the Certificate of Incorporation to authorize the issuance of one or more series
of  preferred  stock and to fix and  determine  with  respect to each series the
designation,   powers,   preferences  and  relative   participating,   optional,
conversion  or other rights and  qualifications,  limitations  and  restrictions
thereof,  the Corporation  shall, and hereby does authorize issuance of a series
of thirty (30) shares of Series A cumulative  convertible  redeemable  preferred
stock,  having the  following  designation,  powers,  preferences  and  relative
participating,   optional,   conversion  or  other  rights  and  qualifications,
limitations and restrictions:

          1.  Designation.  Such  series of  cumulative  convertible  redeemable
preferred  stock  shall be  designated  and known as:  "Series A 12%  Cumulative
Convertible Redeemable Preferred Stock" ("Preferred Stock"). The stated value of
each share of Preferred Stock shall be $50,000 ("Stated Value").

          2.  Dividends.  The  holders  of shares of  Preferred  Stock  shall be
entitled  to receive,  but only when and as declared by the Board of  Directors,
cash  dividends in an amount equal to twelve  percent  (12%) of the Stated Value
per share per annum,  payable  quarterly  on such dates in each year as shall be
fixed by the Board of Directors.

          Such  dividends on the Preferred  Stock shall be  cumulative  from and
after  such date or dates as shall be fixed by the Board of  Directors  for such
Series. No dividends shall be paid or 

<PAGE>

set  apart  for  payment  on the  Corporation's  Common  Stock,  nor  shall  any
distribution  be made on the Common  Stock,  other  than a  dividend  payable in
Common Stock or in stock ranking junior to the Preferred Stock ("Junior Stock"),
nor shall any shares of Common  Stock or Junior  Stock be  redeemed,  retired or
otherwise  acquired for a valuable  consideration  (except  upon the  conversion
thereof)  unless  full  cumulative  dividends  on all  Preferred  Stock  for all
dividend  periods shall have been declared and the  Corporation  shall have paid
such dividends or shall have set aside a sum sufficient for the payment thereof.

          Any  accumulation  of dividends on the Preferred  stock shall not bear
interest.  The holders of  Preferred  Stock shall not be entitled to receive any
dividends thereon other than the dividends provided for herein.

          Dividends  on  Preferred  Stock shall be declared  if, when and as the
Board of Directors shall in its sole  discretion  deem advisable,  and only from
the net  profits  or  surplus  of the  Corporation  as such  shall be fixed  and
determined by the said Board of  Directors.  The  determination  of the Board of
Directors  at any time of the amount of net  profits or  surplus  available  for
dividend  shall be binding and conclusive on the holders of all the stock of the
Corporation at the time outstanding.

          3. No preemptive  rights.  No holder of the  Preferred  Stock shall be
entitled,  as of right,  to purchase or  subscribe  for any part of the unissued
stock of the  Corporation  or of any  stock of the  Corporation  to be issued by
reason of any increase of the authorized capital stock of the Corporation, or to
purchase or subscribe for any bonds, certificates of indebtedness, debentures or
other  securities  convertible  into or carrying options or warrants to purchase
stock or other securities of the Corporation or to purchase or subscribe for any
stock of the  Corporation  purchased  by the  Corporation  or by its  nominee or
nominees,  or to have any preemptive rights now or hereafter defined by the laws
of the State of Delaware.

          4.  Preference on  liquidation,  etc. In the event of any voluntary or
involuntary  liquidation,  dissolution or winding up of the Corporation,  or any
reduction  in  its  capital  resulting  in any  distribution  of  assets  to its
stockholders,  holders of  Preferred  Stock shall be entitled to receive in cash
out of the assets of the  Corporation,  whether from  capital or from  earnings,
available for distribution to its stockholders,  before any amount shall be paid
to the  holders of Common  Stock,  a sum equal to Stated  Value,  plus an amount
equal to all  accumulated  and  unpaid  dividends  thereon to the date fixed for
payment  of  such  distributive  amount.  The  purchase  or  redemption  by  the
Corporation of stock of any class, in any manner permitted by law, shall not for
the  purpose of this  paragraph  be regarded as a  liquidation,  dissolution  or
winding up of the  Corporation  or as a reduction  of its  capital.  Neither the
consolidation  nor merger of the Corporation with or into any other  corporation
or corporations,  nor the sale or transfer by the Corporation of all or any part
of its assets, shall be deemed to be a liquidation, dissolution or winding up of
the Corporation  for the purposes of this paragraph.  A dividend or distribution
to  stockholders  from net  profits  or  surplus  earned  after  the date of any
reduction of capital  shall not be deemed to be a  distribution  resulting  from
such  reduction in capital.  No holder of  Preferred  Stock shall be entitled to
receive any amounts with respect  thereto upon any  

<PAGE>

liquidation, dissolution or winding up of the Corporation other than the amounts
provided for in this paragraph.

          5. Redemption.  The Corporation,  by action of its Board of Directors,
may redeem all (but not less than all) the Preferred Stock at any time after six
(6) months from the date of issuance of the Preferred  Stock at a price equal to
the Stated Value of each share redeemed, plus a sum equal to all accumulated and
unpaid  dividends  thereon  to the date  fixed for  redemption,  but only if the
average closing price of the Corporation's  Common Stock on the dates during the
120-day period  immediately  prior to the date notice of redemption is given (as
provided  herein  below) such Common  Stock was traded  shall have been not less
than $5.00 per share,  and the closing price of the  Corporation's  Common Stock
for each of the thirty (30) trading days immediately  preceding the date of such
notice shall have been not less than $5.00 per share,  adjusted in each case for
stock splits, stock dividends or other similar transactions  effecting the price
of the Common Stock.

          Notice of the  election  of the  Corporation  to redeem any  Preferred
Stock  shall be given by the  Corporation  by  mailing a copy of such  notice in
person or by registered or certified  mail,  return  receipt  requested not less
than thirty (30) business days prior to the date designated  therein as the date
for such  redemption,  to the  holders  of record of the  Preferred  Stock to be
redeemed,  addressed to them at their respective  address appearing on the books
of the Corporation.

          The Board of Directors shall have full power and authority, subject to
the  limitations  and provisions  herein  contained,  to prescribe the manner in
which and the terms and  conditions  upon which the  Preferred  Stock shall from
time to time be redeemable. On and after the date specified in such notice, each
holder  of  the  Preferred  Stock  called  for  redemption  as  aforesaid,  upon
presentation  and  surrender  at the  place  designated  in such  notice  of the
certificate  or  certificates  for such  Preferred  Stock held by him,  properly
endorsed  in  blank  for  transfer  or  accompanied  by  proper  instruments  of
assignment in blank (if required by the  Corporation)  and bearing all necessary
stock  transfer tax stamps thereto  affixed and cancelled,  shall be entitled to
receive therefor the redemption price thereof.

          From and after the date of redemption specified in such notice (unless
default shall be made by the Corporation in providing  moneys for the payment of
the  redemption  price) all  dividends  upon the  Preferred  Stock so called for
redemption  shall cease to accrue and, from and after said date (unless  default
shall be made by the Corporation as aforesaid) or, if the  Corporation  shall so
elect,  from and after the date  specified  therefor in the notice of redemption
(prior to the date of redemption so  specified) on which the  Corporation  shall
provide the moneys for the payment of the  redemption  price by  depositing  the
amount  thereof in trust for such  purpose  with a bank or trust  company  doing
business  in the City,  County and State of New York,  and having a capital  and
surplus of at least  $500,000,000,  all rights of the  holders of the  Preferred
Stock so called for redemption as  stockholders  of the  Corporation,  excepting
only the right to receive the  redemption  price of such shares on and after the
redemption date without interest thereon, shall cease and determine.

<PAGE>

          In the  event the  rights of the  holders  of the  Preferred  Stock as
stockholders of the  Corporation  shall cease prior to the date of redemption as
aforesaid,  the amount of dividends  which would otherwise have accrued (if such
rights had not ceased) on such  Preferred  Stock from the time such rights cease
to the date of redemption,  shall be deemed an additional premium.  Any interest
accrued  on funds so  deposited  shall be paid to the  Corporation  from time to
time. In case any holders of Preferred Stock so called for redemption shall not,
within six years after such deposit, claim the amounts deposited with respect to
the redemption  thereof,  any such bank or trust company shall, upon demand, pay
over to the Corporation such unclaimed  amounts and thereupon such bank or trust
company  shall be  relieved  of all  responsibility  in respect  thereof to such
holders.

          All Preferred  Stock at any time redeemed shall be cancelled and shall
not be reissued.

          The  Corporation  may also from  time to time,  to the  extent  now or
hereafter  permitted by law,  purchase  Preferred  Stock at a purchase price not
exceeding the redemption price thereof.  Except in accordance with an offer made
to all  holders  of  Preferred  Stock,  the  Corporation  shall  not at any time
purchase  less than the whole  amount of its then  outstanding  Preferred  Stock
unless full  cumulative  dividends  to such date of  purchase  (if the same be a
dividend  payment date, or to the next preceding  dividend  payment date if such
date of  purchase  is not a  dividend  payment  date) upon all  Preferred  Stock
outstanding,  and not then to be purchased, shall have been paid or declared and
set apart for payment.

          6. Conversion. The holders of shares of Preferred Stock shall have the
right,  at their  option,  to convert such shares into shares of Common Stock of
the Corporation ("Conversion Right") on the following terms and conditions:

          (a) Each share of Preferred  Stock shall be  convertible,  but only in
whole, at any time  commencing  ninety (90) days after its issuance (or, if such
share is called for redemption,  at any time up to and including, but not after,
the close of business on the fifth full business day prior to the date fixed for
such  redemption,  unless default shall be made by the  Corporation in providing
moneys for the payment of the  redemption  price),  into  ninety-four  thousand,
three  hundred forty  (94,340)  fully paid and  non-assessable  shares of Common
Stock of the  Corporation as constituted at the time of such  conversion.  Every
reference  herein to the Common  Stock of the  Corporation  (unless a  different
intention  is  expressed)  shall be to the  shares  of the  Common  Stock of the
Corporation,  par value $.01 per share, as such stock exists  immediately  after
the issuance of shares of Preferred  Stock provided for  hereunder,  or to stock
into which said Common Stock may be changed from time to time thereafter.

          (b)  The  Conversion  Right  is  exercisable  upon   presentation  and
surrender of the certificate of Preferred Stock, duly endorsed for transfer,  at
the  principal  office  to the  Corporation  or at any  other  office  or agency
maintained by the Corporation for the transfer of the Preferred Stock, whereupon
the  holder  of  such  Preferred  Stock,  shall  be  entitled,  subject  to  the
limitations  herein contained,  to receive in exchange therefor a certificate or
certificates  for  fully  paid and  nonassessable  shares of  Common  Stock,  as
provided  above.  The Preferred Stock shall be deemed to have been converted and
the  person  converting  the same to have  become the holder 

<PAGE>
of record of Common  Stock,  for the purpose of receiving  dividends and for all
other purposes whatever, as of the date when the certificate or certificates for
such  Preferred  Stock are  surrendered  to the  Corporation  as aforesaid.  The
Corporation shall not be required to make any such conversion,  and no surrender
of the Preferred Stock shall be effective for such purpose,  while the books for
the  transfer  of either  class of stock are  closed  for any  purpose,  but the
surrender of such shares of the Preferred Stock for conversion during any period
while  such  books  are  closed  shall  become  effective  for all  purposes  of
conversion  immediately  upon the reopening of such books,  as if the conversion
had been made on the date such shares of Preferred Stock were surrendered.

          7. Dilution.

          (a) In  case,  at any  time or from  time to time  after  the  date of
issuance of the Preferred Stock ("Issuance  Date"),  the Corporation shall issue
or sell shares of its Common  Stock (other than any Common Stock issued upon (i)
conversion of the Corporation's (A) 12% Convertible  Subordinated Debentures and
(B) 12% Convertible Senior Subordinated Debentures (together "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 Murry H.  Feigenbaum  and  Jerome  Deutsch 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) exercise of those  certain  Series C Warrants
dated  March 7, 1996 to purchase  2,542,380  shares of Common  Stock  ("Series C
Warrants"), (vi) exercise of those certain Series D Warrants dated March 7, 1996
to  purchase  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 Common Stock  ("Series E Warrants"  and  together  with the
Series A, B, C and D Warrants,  "Warrants") and (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 together  with the  Debentures,
the  Warrants,  the  Principals'  Options and the Laird  Options,  the  "Subject
Securities")  for a  consideration  per share less than $.27 per share ("Trigger
Price"),  or, if a Pro Forma Adjusted Trigger Price (hereinafter  defined) shall
be in  effect as  provided  below in this  paragraph  7, then less than such Pro
Forma Adjusted Trigger Price per share, then and in each such case the holder of
Preferred Stock, 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 the Preferred  Stock,  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 7, and (b) multiplying the resulting  quotient by the number of shares
of Common  Stock  into which the  Preferred  Stock is  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 Corporation  outstanding  immediately prior to such
          issue or sale by the Trigger  Price (or, if a Pro Forma
          Adjusted  Trigger  Price  shall be in  effect,  

<PAGE>

          by such  Price),  and (y)  the  consideration,  if any,
          received by the Corporation upon such issue or sale, by
          (ii)  the  number  of  shares  of  Common  Stock of the
          Corporation outstanding immediately after such issue or
          sale.

         For the purpose of this paragraph 7:

               (1)  In case the  Corporation  splits  its  Common
                    Stock or shall declare any dividend,  or make
                    any other distribution, upon any stock of the
                    Corporation  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.

               (2)  In case the  Corporation  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     Corporation    as
                    consideration  for the  issue or sale of such
                    Convertible  Securities,   plus  the  minimum
                    aggregate amount of additional consideration,
                    if any,  payable to the Corporation  upon the
                    conversion  or exchange  thereof,  by (b) the
                    maximum  number of shares of Common  Stock of
                    the Corporation  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 Pro Forma  Adjusted  Trigger  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  Corporation,  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

<PAGE>
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 Corporation upon such conversion or exchange,  plus the
consideration,  if any,  actually  received by the  Corporation for the issue or
sale of all such  Convertible  Securities  which  shall have been  converted  or
exchanged.

          (b) In case the  Corporation  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 Corporation as  consideration  for the granting of such rights
or options,  plus the minimum aggregate amount of additional  consideration,  if
any, payable to the Corporation 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 be their terms  provide  for an increase or  increases,
with the passage of time,  in the amount of  additional  consideration,  if any,
payable to the  Corporation  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
Corporation  upon  such  exercise,  plus  the  consideration,  if any,  actually
received by the  Corporation  for the  granting of all such rights and  options,
whether or not exercised.

          (c) In case the  Corporation  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 paragraph  7(a)(2)
above,  to have been issued or sold for the total amount  received or receivable
by the Corporation as  consideration  for the granting of such rights or options
plus the minimum aggregate amount of additional  consideration,  if any, payable
to the Corporation  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 Corporation upon such exercise, plus the consideration,  if any,
actually  received  by the  Corporation  for the  granting of all such rights or
options, whether or not exercised.

<PAGE>

          (d) In case any shares of stock or other securities, other than Common
Stock of the Corporation, shall at any time be receivable upon the conversion of
Preferred  Stock,  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
Preferred Stock, 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  7, so as to  protect  the  holder of  Preferred  Stock
against the effect of such dilution.

          (e) 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
Corporation therefor, after deducting any expenses incurred and any underwriting
or  similar  commissions,  compensation  or  concessions  paid or allowed by the
Corporation in connection with such issue or sale.

          (f) 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 7(f), the Board of Directors of the Corporation 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
Corporation  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  Corporation
for a consideration which covers both, the Board of Directors of the Corporation
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 Corporation 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 Corporation, pursuant to this paragraph 7(f), it will,
not less than seven (7) days after any and each such  determination,  deliver to
the holder of the  Preferred  Stock a  certificate  signed by the President or a
Vice  President and the Treasurer or an Assistant  Treasurer of the  Corporation
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.

          (g) In case the  Corporation  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.

          (h) 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 Corporation.

          (i) Following each computation or readjustment of a Pro Forma Adjusted
Trigger  Price as provided in this  paragraph 7, 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 7.

          (j) In case at the time or from time to time after the  Issuance  Date
the holders of the Common Stock of the Corporation of any class (or other shares
of stock or other  securities  at the time  receivable  upon the  conversion  of
Preferred Stock) 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 or paid or payable out of capital or pain-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 this paragraph 7), then in each case the holder of
the Preferred  Stock,  upon the  conversion  thereof as provided in paragraph 6,
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 the Preferred  Stock,
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 Corporation into
which the Preferred Stock is convertible  and had thereafter,  during the period
from the Issuance Date to and including  the date of such  conversion,  retained
such shares

<PAGE>

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  the  period  from the  Issuance  Date and
including the date of such  conversion,  retained such period by paragraphs 7(a)
and 7(k) hereof.

          (k) In case of any  reorganization  of the  Corporation  (or any other
corporation the stock or other  securities of which are at the time  deliverable
on the  conversion  of the Preferred  Stock) after the date hereof,  or in case,
after  such  date,  the  Corporation  (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 the Preferred  Stock,  upon the conversion  thereof as provided in
paragraph 6 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 the Preferred Stock  immediately
prior thereto,  all subject to further  adjustments  as provided for herein;  in
each such case,  the terms of the  Preferred  Stock shall be  applicable  to the
shares of stock or other  securities or property  receivable upon the conversion
of the Preferred Stock after such consummation.

          (l) The  Corporation  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 the Preferred  Stock, 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  Corporation  will not  increase  the par value of any shares of
stock  receivable  upon the  conversion of the Preferred  Stock 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 Corporation may validly and
legally  issue fully paid and  non-assessable  stock upon the  conversion of the
Preferred Stock.

          (m) 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 the
Preferred  Stock,  at the  request  of the  holder  of the  Preferred  Stock the
Corporation at its expense shall promptly cause independent  public  accountants
of recognized standing,  selected by the Corporation, to compute such adjustment
in accordance  with the terms of the  Preferred  Stock 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  Corporation  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 Corporation  will forthwith mail a copy of each such  certificate to
the holder of the Preferred Stock.

          (n) In case:

               (A) The  Corporation  shall  take a record of the  holders of its
     Common Stock (or other stock or securities at the time deliverable upon the
     conversion of the Preferred 

<PAGE>

     Stock) 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 Corporation'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  Corporation,  any
     reclassification of the capital stock of the Corporation, any consolidation
     or merger  of the  Corporation  with or into  another  corporation,  or any
     conveyance of all or substantially  all of the assets of the Corporation to
     another corporation; or

               (C) of the voluntary or involuntary  dissolution,  liquidation or
     winding up of the Corporation;

then, and in each such case, the Corporation  will mail or cause to be mailed to
the holder of the Preferred Stock 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 the Preferred Stock) 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  are to be offered,  issued or  granted.  Such notice
shall be mailed at least thirty (30) days prior to the date therein specified.

          (o) The  Corporation  shall,  so long as any of the Preferred Stock is
outstanding,  reserve and keep  available  out of its  authorized  and  unissued
Common  Stock,  solely  for the  purpose  of  effecting  the  conversion  of the
Preferred  Stock,  such  number of shares of Common  Stock as shall from time to
time be  sufficient  to effect the  conversion  of all  shares of the  Preferred
Stock,  then  outstanding.  The Corporation shall from time to time increase its
authorized Common Stock and take such other action as may be necessary to permit
the issuance from time to time of the shares of Common Stock,  as fully paid and
nonassessable  shares,  upon the  conversion of the Preferred  Stock,  as herein
provided.

          (p) The  Corporation  shall pay any and all taxes which may be imposed
upon it with  respect to the  issuance  and  delivery  of Common  Stock upon the
conversion of Preferred Stock as herein provided.  The Corporation  shall not be
required  in any  event to pay any  transfer  or other  taxes by  reason  of the
issuance of such Common  Stock in names other than those in which the  Preferred
stock  surrendered for conversion may stand,  and no such conversion of issuance
of Common  Stock  shall be  made unless and  until  the  person  requesting such
issuance  has  paid  to  the  Corporation  the amount  of  any  such tax, or has
established to the  satisfaction  of the  Corporation and its transfer agent, if
any, that such tax has been paid.  Upon any  conversion of 

<PAGE>

Preferred  Stock, as herein  provided,  no adjustment or allowance shall be made
for dividends on the Preferred Stock, so converted, and all rights to dividends,
if any, shall cease and be deemed satisfied,  but nothing in this sentence shall
be deemed to relieve the  Corporation  from its  obligation to pay any dividends
which  shall have been  declared  and shall be  payable to holders of  Preferred
Stock,  of record as of a date prior to such  conversion even though the payment
date for such dividend is subsequent to the date of conversion.

          (q) Preferred Stock  surrendered upon conversion  thereof shall not be
reissued and no  Preferred  Stock shall be issued in lieu thereof or in exchange
thereof.

          8. Voting  Rights of  Preferred.  Except as herein or by law expressly
provided,  the  Preferred  Stock  shall  have no  right  or power to vote on any
questions or in any  proceeding or to be  represented at or to receive notice of
any meeting of the stockholders. Notwithstanding the provisions of the preceding
sentence,  so long  as any  shares  of  Preferred  Stock  are  outstanding,  the
Corporation  shall not, without the affirmative vote at a meeting (the notice of
which shall state the general character of the matters to be submitted thereat),
or the written consent with or without a meeting, of the holders of at least two
thirds (66 2/3%) of the then outstanding shares of Preferred Stock:

          (a) increase the authorized amount of Preferred Stock, or authorize or
create;  or increase the  authorized  amount of, any  additional  class of stock
ranking  prior to or on a parity with the  Preferred  Stock as to  dividends  or
assets;  or authorize or create, or increase the authorized amount of, any class
of stock or obligations convertible into or evidencing the right to purchase any
class of stock ranking  prior to or on a parity with the  Preferred  Stock as to
dividends or assets; or

          (b) amend, alter or repeal any of the provisions of the Certificate of
Incorporation  or any of the rights,  preferences  or powers of the  outstanding
Preferred  Stock fixed herein or  determined  by the Board of Directors  for any
series of Preferred  Stock as herein  authorized;  so as adversely to affect the
rights,  preferences or powers of the preferred stock or its holders;  provided,
however, that if any such amendment, alteration or repeal would adversely affect
the rights,  preferences or powers of outstanding  shares of preferred  stock of
any particular series without correspondingly affecting the rights,  preferences
or powers of the outstanding shares of all series,  then like vote or consent by
the  holders  of at least two thirds  (66 2/3%) of the  Preferred  Stock of that
particular  series at the time outstanding shall also be necessary for effecting
or validating any such amendment, alteration or repeal; or

          (c) sell, lease or convey all, or  substantially  all, of its property
or business; or

          (d)  merge  or  consolidate  with or into  any  other  corporation  or
corporations,  unless the corporation surviving or resulting from such merger or
consolidation  will have after such  merger or  consolidation  no class of stock
either  authorized  or  outstanding  ranking  prior to or on a  parity  with the
Preferred  Stock as to dividends  or assets  except the same number of shares of
Preferred  Stock with the same rights,  preferences  and powers as the preferred
stock of the Corporation  authorized and outstanding  immediately preceding such
merger or  consolidation,  and unless each 

<PAGE>

holder of  Preferred  Stock at the time of such merger or  consolidation  and in
connection  therewith  shall  continue to hold (in the case of a merger in which
the Corporation is the surviving  corporation) his shares of Preferred Stock, or
(in the case of a consolidation  or a merger of the Corporation  into some other
corporation)  shall receive the same number of shares of Preferred  Stock,  with
the same rights, preferences and powers, of such resulting Corporation; or

          (e) amend or repeal any of the provisions of this paragraph 8.

          9. Registration  Rights.  Within 90 days after the date of issuance of
the Preferred  Stock,  the  Corporation  shall  prepare and file a  registration
statement ("Registration Statement") with the Securities and Exchange Commission
("SEC")  covering the shares of Common Stock  issuable  upon  conversion  of the
Preferred  Stock  ("Registrable  Securities"),  and will use its best efforts to
cause the  Registration  Statement to become  effective  within ninety (90) days
following the date of such filing.  Once effective,  the Corporation  shall keep
the  Registration  Statement  effective for a period of seven (7) years from the
date it is declared effective by the SEC.

          In the  event  (i) the  registration  Statement  is not  filed  by the
Corporation  with the SEC on or prior to  ninety  (90)  days  after  the date of
issuance of the Preferred Stock or (ii) the Registration  Statement has not been
declared effective by the SEC on or prior to one hundred-eighty (180) days after
the date of issuance of the  Preferred  Stock,  the annual  dividend rate on the
Preferred  Stock shall be increased to thirteen and one-half  percent  (13-1/2%)
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 percent (1/2%) per annum at the beginning
of each  subsequent  thirty (30) day period  thereafter,  until such time as the
requirements  of  clause  (i) or (ii)  above,  as the  case  may be,  have  been
satisfied,  at which  time  such  dividend  rate  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 dividend  rate  applicable to the Preferred
Stock exceed seventeen percent (17%) per annum pursuant to this sentence.

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

          (a)  The   Corporation   will  use  its  best  efforts  to  cause  the
Registration  Statement to become  effective as promptly as possible  within the
time periods  specified  above, 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
Corporation  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 Securities 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
Corporation  will  use  its  reasonable   efforts  to  qualify  the  Registrable
Securities for sale in such states as the holder of Registrable Securities shall
reaonsably request,  provided that no such qualification will be required in any
jurisdiction where, solely as a result thereof, the Corporation would be subject

<PAGE>
to service  of general  process or to  taxation  or  qualification  as a foreign
corporation  doing  business  in  such  jurisdiction.  The  obligations  of  the
Corporation  hereunder with respect to the holder's  Registrable  Securities are
expressly  conditioned  on  the  holder's  furnishing  to the  Corporation  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 Corporation may reasonably request.

          (b) The Corporation  shall pay all expenses incurred in complying with
the  provisions  of  this  paragraph  9,  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  Corporation,  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.

          (c) In connection with the registration of the Registrable  Securities
pursuant to this paragraph 9, the Corporation  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)  which  arise 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 Corporation
of the  Securities  Act, the Exchange Act or state  securities  or blue sky laws
applicable to the Corporation and relating to action or inaction required of the
Corporation 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 Corporation 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
Corporation by or on behalf of the holder.

          (d) The holder will  indemnify and hold harmless the  Corporation  and
each person,  if any, who  controls  the  Corporation  within the meaning of the
Securities  Act or the Exchange Act, 

<PAGE>

each officer of the  Corporation who signs the  Registration  Statement and each
director of the  Corporation  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
Corporation  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.

          (e) The reimbursements required by subparagraphs 9(c) and (d) 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  subparagraphs  9(c) or (d)  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
indemnified 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.

<PAGE>

          (f)  If  the  indemnification  provided  for in  this  paragraph  9 is
unavailable to any indemnified party hereunder in respect of any losses, claims,
damages,  liabilities  or expenses  referred to therein,  then the  indemnifying
party, in lieu of indemnifying such indemnified  party,  shall contribute to the
amount  paid or payable by such  indemnified  party as a result of such  losses,
claims, damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and indemnified  parties in
connection  with the actions  that  resulted in such  losses,  claims,  damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of such indemnifying  party and indemnified  parties shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged  omission to state a material  fact,  has been made by, or relates to
information supplied by, such indemnifying party or indemnified parties, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct  or prevent  such  action.  The  amount  paid or payable by a party as a
result of the losses,  claims,  damages,  liabilities  and expenses  referred to
above shall be deemed to include,  subject to the  limitations set forth herein,
any  legal  or other  fees or  expenses  reasonably  incurred  by such  party in
connection with any investigation or proceeding.

          (g) The  Corporation  has  determined  that it  would  not be just and
equitable if contribution  pursuant to subparagraph  9(f) were determined by pro
rata  allocation or by any other method of allocation that does not take account
of  the  equitable  considerations  reeferred  to in the  immediately  preceding
paragraph.  Notwithstanding  any other provisions  hereof, in no event shall the
contribution  obligation of the indemnifying party be greater in amount than the
excess of (A) the dollar amount of proceeds  received by the indemnifying  party
upon the sale of the securities giving rise to such contribution obligation over
(B) the dollar amount of any damages that the  indemnifying  party 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.

          (h)  Neither  the  filing  of  the   Registration   Statement  by  the
Corporation  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.

          (i) The holder,  upon receipt of notice from the  Corporation  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  Corporation,
which the Corporation shall provide as soon as practicable after such notice.

          10. Replacement of certificates.  Upon receipt of evidence  reasonably
satisfactory to the Corporation of the loss, theft, destruction or mutilation of
the  certificate  of  Preferred  Stock  and  (in  the  case of  loss,  theft  or
destruction) upon delivery of an indemnity  agreement (with surety if reasonably
required)  in an  amount  reasonably  satisfactory  to it,  or (in  the  case of

<PAGE>
mutilation) upon surrender and cancellation thereof, the Corporation will issue,
in lieu thereof, a new certificate of like tenor.

          AND IT BE  FURTHER  RESOLVED,  that the  appropriate  officers  of the
corporation  be, and they  hereby are  authorized  and  directed  to execute and
deliver  certificates  evidencing such shares of Preferred Stock in exchange for
payment of the purchase price of $50,000 per share.

          IN WITNESS WHEREOF, LogiMetrics, Inc. as caused this certificate to be
duly executed this 8th day of April, 1997.


                                                    LOGIMETRICS, INC.



                                                    By: /s/Norman M. Phipps
                                                        ________________________
                                                        Norman M. Phipps
                                                        Acting President


Attest:


/s/Russell Reardon
__________________________
Russell Reardon
Secretary

<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       of
                          CERTIFICATE OF INCORPORATION
                                       of
                                LOGIMETRICS, INC.


          LogiMetrics,  Inc., a  corporation  organized  and existing  under the
General  Corporation  Law of the State of  Delaware  (the  "Corporation"),  does
hereby certify that:

          The  following   amendment  to  the   Corporation's   Certificate   of
Incorporation,   approved  by  the   Corporation's   Board  of   Directors   and
stockholders,  was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware:

          "The  first   paragraph  of  Article  FOURTH  of  the  Certificate  of
Incorporation, as amended, of LogiMetrics, Inc. is hereby amended to read in its
entirety as follows:

               FOURTH:  The total number of shares of stock which
          the  Corporation  shall have the  authority to issue is
          One Hundred Million Two Hundred  (100,000,200)  shares,
          of which One Hundred Million  (100,000,000)  shares are
          designated as Common  Stock,  $.01 par value per share,
          and  Two  Hundred   (200)  shares  are   designated  as
          Preferred Stock, $.01 par value per share."


          IN WITNESS WHEREOF,  LogiMetrics,  Inc. has caused this Certificate to
be signed and  attested by its duly  authorized  officers  this 27th day of May,
1997.


                                      LOGIMETRICS, INC.



                                       By:/s/Norman M. Phipps
                                          ______________________________________
                                          Norman M. Phipps
                                          President and Chief Operating Officer


ATTEST:


/s/Russell J. Reardon
______________________________
Russell J. Reardon, Secretary