EXHIBIT 10.5

                             STOCKHOLDERS AGREEMENT

     STOCKHOLDERS   AGREEMENT,   dated  as  of  July  29,  1997,  by  and  among
LogiMetrics,  Inc., a Delaware  corporation  (the  "Company"),  Charles S. Brand
("Brand"),  and the other individuals and entities listed on the signature pages
hereto (the "Purchasers" and, collectively with Brand and each other Person who,
in accordance with the terms hereof,  shall become a party to or be bound by the
terms of this Agreement after the date hereof, the "Stockholders").

                              W I T N E S S E T H:

     WHEREAS,  Brand currently is the beneficial  owner of 19,387,800  shares of
Common Stock, par value $.01 per share, of the Company (the "Common Stock"); and

     WHEREAS, the Purchasers  beneficially own an aggregate of 700,000 shares of
Common Stock; and

     WHEREAS,  pursuant to the terms of a Purchase  Agreement,  dated as of even
date  herewith  (the  "Purchase  Agreement"),  by and among the  Company and the
Purchasers,  the  Purchasers  have acquired or will shortly  acquire  beneficial
ownership of an additional  15,600,000  shares of Common Stock in the aggregate;
and

     WHEREAS, under the terms of the Purchase Agreement, the Purchasers have the
right to acquire  beneficial  ownership  of an  additional  4,500,000  shares of
Common Stock; and

     WHEREAS,  the Company and the  Stockholders  desire to make  provision with
respect to (i) the  ownership,  transfer or other  disposition  of their  equity
interests in the Company, and (ii) the management of the affairs of the Company;

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
and intending to be legally bound, the parties hereby agree as follows:

                                    ARTICLE I

                               Certain Definitions

     Section 1.1 Certain Definitions.  As used in this Agreement,  the following
terms have the respective meanings set forth below.

     "Affiliate"  means,  with  respect  to any  Person,  any other  Person  who
directly  or  indirectly,  through  one or  more  intermediaries,  controls,  is
controlled by, or is under common control with, such Person.  The term "control"
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the  management and policies of a Person,  whether  through the
ownership  of  voting  securities,  by  contract  or  otherwise,  and the  terms
"controlled" and 

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"controlling" have meanings  correlative  thereto. Any Relative of an individual
shall be deemed to be an Affiliate of such individual for purposes hereof.

     "Beneficial owner" (and, with correlative meanings,  "beneficially own" and
"beneficial  ownership") of any interest means a Person who,  together with his,
her or its Affiliates,  is or may be deemed a beneficial  owner of such interest
for purposes of Rule 13d-3 or 13d-5 under the  Securities  Exchange Act of 1934,
as amended,  or who, together with his, her or its Affiliates,  has the right to
become  such a  beneficial  owner  of  such  interest  (whether  such  right  is
exercisable  immediately  or only  after the  passage of time)  pursuant  to any
agreement,  arrangement or  understanding,  or upon the exercise,  conversion or
exchange of any warrant, right or other instrument, or otherwise.

     "Board"  means  the  Board of  Directors  of the  Company  in office at the
applicable time, as elected in accordance with the provisions of this Agreement.

     "Company  Sale" means any of (i) a Transfer or other  disposition of all or
substantially  all of the  assets  of the  Company  to any  Person,  or group of
related Persons, other than an Affiliate of the Company, in one transaction or a
series of related transactions, (ii) a merger, consolidation,  recapitalization,
share exchange or  reorganization  of the Company in which the holders of voting
stock of the Company  immediately prior thereto will not own at least 50% of the
voting shares of the continuing or surviving entity (whether or not the Company)
immediately  thereafter,  (iii) the sale or other disposition of voting stock of
the Company  representing 50% or more of the total voting power of the Company's
outstanding capital stock in one transaction or a series of related transactions
to any Person,  or group of related Persons,  other than a Stockholder or any of
its  Affiliates,  (iv)  the  issuance  of  additional  shares  of  voting  stock
(including,  but not  limited to, the  issuance of Rights to purchase  shares of
voting stock) if, as a result thereof,  any Person, or group of related Persons,
other than a Stockholder or any of its Affiliates, would beneficially own 50% or
more of the total voting power of the Company's outstanding capital stock in one
transaction  or a series of related  transactions,  or (v) the  formation of any
form of partnership,  joint venture,  association or other business organization
or strategic  alliance,  in which the Company would  participate if, as a result
thereof,  all or  substantially  all of the  assets  of  the  Company  would  be
Transferred  to any Person not wholly owned by the Company or one or more wholly
owned Subsidiaries of the Company.

     "Contract"  means any written or oral agreement,  contract,  arrangement or
instrument.

     "Person"  means  an  individual,  partnership,   corporation,  joint  stock
company,  unincorporated organization or association, trust or joint venture, or
a governmental agency or political subdivision thereof.

     "Purchaser  Group" means,  collectively,  the  Purchasers and all Purchaser
Transferees (as defined in Section 2.1(f)).

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     "Relative"  means,  with  respect  to any  Stockholder,  the spouse of such
Stockholder  or any of  such  Stockholder's  ancestors,  descendants,  siblings,
descendants of any such siblings, or the spouse of any of the foregoing

     "Right"  means any option,  warrant,  security,  right or other  instrument
convertible  into or  exchangeable  or exercisable  for or otherwise  giving the
holder thereof the right to acquire, directly or indirectly, any Common Stock or
any other such option, warrant, security, right or instrument.

     "Shares" means shares of Common Stock.

     "Subsidiary"  means  any  corporation,  association  or other  organization
whether  incorporated  or  unincorporated  of which at least a  majority  of the
securities  or interests  having by the terms thereof  ordinary  voting power to
elect a  majority  of the  board  of  directors  or  others  performing  similar
functions with respect to such corporation or other  organization is at the time
directly or indirectly owned or controlled by another  corporation,  association
or  other  organization,  or by any  one or  more  Subsidiaries  of  such  other
corporation,  association or other  organization,  or by such other corporation,
association or other organization and one or more of its Subsidiaries.

     "Transfer" means, directly or indirectly,  any transfer,  sale, assignment,
pledge, hypothecation, gift, or other transfer or disposition, whether or not by
operation of law and whether or not  voluntarily,  of any Shares or any interest
therein.

     Section 1.2.  Interpretation.  Unless  otherwise  indicated to the contrary
herein  by the  context  or use  thereof:  (i) the  words,  "herein,"  "hereto,"
"hereof" and words of similar  import refer to this Agreement as a whole and not
to any  particular  Section  or  paragraph  hereof;  (ii)  words  importing  the
masculine gender shall also include the feminine and neutral  genders,  and vice
versa; and (iii) words importing the singular shall also include the plural, and
vice versa.

                                   ARTICLE II

                        Restrictions on Certain Transfers

     Section 2.1.  Tag-Along.  (a) Except as set forth in paragraphs (f) and (g)
below, no Stockholder (an "Initiating Stockholder"),  whether acting alone or in
concert  with any other  Stockholder,  shall enter into a Contract to  Transfer,
arrange  for the  Transfer  of or  Transfer  to any Person or group (as  defined
pursuant to Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as
amended),  directly or  indirectly or through one or more  intermediaries,  in a
single  transaction  or a  series  of  related  transactions,  any  Shares  then
beneficially  owned by the Initiating  Stockholder or any interest  therein,  if
immediately  following the consummation of such Transfer,  such acquiring Person
or group,  together with any  Affiliates  thereof (or Affiliate of any member of
such group), would be the beneficial owner, directly or indirectly, of more than
50% of the  outstanding  Shares  (including as outstanding  for such purpose any
Shares  issuable upon exercise of any Rights to be acquired from such Initiating
Stockholder  and all  other  Rights  beneficially 

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owned by any such  Affiliate,  Person,  group or  member  thereof),  unless  all
Stockholders  are given the  opportunity to Transfer all (but not less than all)
of the Shares then owned by each of them (including  without  limitation  Shares
issuable upon exercise of Rights then owned by each of them)  concurrently  with
such proposed Transfer on terms  (including,  without  limitation,  the form and
amount of, and the time of receipt  of,  consideration  therefor)  identical  to
those applicable to such proposed Transfer (the "Tag-Along Rights").

     (b) No opportunity shall be deemed given to any Stockholder for purposes of
Section 2.1(a) unless (i) such  Stockholder  shall have received  written notice
from the Initiating Stockholder setting forth the material terms of the proposed
Transfer (a "Tag-Along Notice"),  and shall have been given at least twenty days
after receipt of such Tag-Along  Notice to exercise its rights contained in this
Section 2.1 by giving written  notice  thereof to the Initiating  Stockholder (a
"Tag-Along Exercise Notice"), (ii) if such Stockholder is then the holder of any
Rights,  it shall be  permitted  to  exercise,  convert or exchange  such Rights
strictly  in  accordance  with the terms  thereof,  (iii) the terms on which the
Initiating  Stockholder  actually  sells its Shares are no more favorable to the
Initiating Stockholder (including,  without limitation,  the form and amount of,
and the time of receipt of, consideration therefor), than the terms set forth in
the Tag-Along  Notice given by it pursuant to clause (i) of this sentence,  (iv)
the Person or group to which the  applicable  Transfer  is  proposed  to be made
makes an offer to all of the  Stockholders  to purchase  any or all  outstanding
Shares  then  owned by the  Stockholders  (including  Shares  issuable  upon the
exercise,  conversion or exchange of Rights) that (A) is  distributed in writing
to all Stockholders, (B) is open for acceptance by all Stockholders for a period
of at least twenty business days after such  distribution,  and (C) provides for
per Share  consideration  identical  to that being paid in the  Transfer to each
Stockholder  who accepts  such  offer,  and (v) the Person or group to which the
Initiating  Stockholder Transfers its Shares purchases,  at or prior to the time
of  purchase  of such  Shares,  from each  Person  exercising  his or its rights
pursuant  to this  Section  2.1,  at least such  number of Shares as such Person
shall specify in the notice given by such Person  pursuant to clause (i) of this
sentence.

     (c) The Initiating  Stockholder and any proposed  Transferee shall have the
right,  in their sole  discretion,  at all times  prior to  consummation  of any
proposed Transfer, to abandon any such proposed Transfer whereupon all Tag-Along
Rights with respect to such proposed  Transfer shall terminate,  and neither the
Initiating  Stockholder nor any proposed Transferees shall have any liability or
obligation to any Stockholder with respect thereto.

     (d)  In  determining  the  consideration  paid  for  purposes  hereof,  the
aggregate  purchase  price shall be increased to the extent that the  Initiating
Stockholder or its Affiliates  shall receive  additional  consideration  (i) for
covenants  against  competition,  or (ii)  for  services  (such as  pursuant  to
management or consulting agreements) in amounts in excess of amounts which would
be payable to a third party in an arms' length transaction.

     (e) If any Stockholder does not timely deliver a Tag-Along Exercise Notice,
such  Stockholder  will be deemed to have waived its rights with  respect to the
proposed  Transfer   described  in  the  Tag-Along  Notice  and  the  Initiating
Stockholder  shall have 60 days after the  expiration  date for the  delivery of
such Tag-Along  Exercise Notice in which to Transfer not more 

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than the number of Shares  described in the  Tag-Along  Notice on terms not more
favorable to the  Initiating  Stockholder  than were set forth in the  Tag-Along
Notice. If, at the end of such 60-day period, the Initiating Stockholder has not
completed the Transfer of its Shares in accordance  with the terms  described in
the Tag-Along Notice,  then all of the restrictions on sale or other disposition
contained in this  Agreement  with respect to Shares  beneficially  owned by the
Initiating Stockholder shall again be in effect.

     (f) The  provisions of this Section 2.1 shall not apply to any Transfer (x)
by  any  Purchaser  that  is an  individual  (an  "Individual  Purchaser")  or a
Purchaser  Transferee (as defined  below) that is an individual (an  "Individual
Transferee"),   by  inter  vivos  gift,   qualified  domestic  relations  order,
testamentary bequest or otherwise, with or without consideration,  of any Shares
which the Individual  Purchaser or such Individual  Transferee may now or at any
time hereafter own to (i) a trust for the benefit of such  Individual  Purchaser
or  such  Individual  Transferee,  as  applicable,  or for  one or  more of such
Individual Purchaser's or such Individual Transferee's Relatives, as applicable,
or  (ii)  to one or  more of  such  Individual  Purchaser's  or such  Individual
Transferee's Relatives, as applicable, or (y) with or without consideration,  by
any Purchaser or a Purchaser  Transferee of any Shares which such Person may now
or at any time  hereafter  own to any other  Purchaser,  or any Affiliate of any
Purchaser; provided, however, that any such Transferee pursuant to either clause
(x) or clause (y) (a "Purchaser Transferee") shall expressly agree in writing in
an  instrument  satisfactory  to the  Company  to be bound by the  terms of this
Agreement.  Any Shares,  or any interest therein,  Transferred  pursuant to this
clause (f) shall continue to be subject to the terms of this Agreement.

     (g) The  provisions  of this Section 2.1 shall not apply to any Transfer by
Brand or a Brand Transferee (as defined below),  by inter vivos gift,  qualified
domestic  relations order,  testamentary  bequest or otherwise,  with or without
consideration,  of any Shares which Brand or such Brand Transferee may now or at
any time  hereafter  own to (i) a trust for the  benefit  of Brand or such Brand
Transferee,  as  applicable,  or for  one or  more  of  Brand's  or  such  Brand
Transferee's Relatives, as applicable, or (ii) to one or more of Brand's or such
Brand Transferee's  Relatives, as applicable;  provided,  however, that any such
Transferee  (a  "Brand  Transferee")  shall  expressly  agree in  writing  in an
instrument  satisfactory  to the  Company  to be  bound  by the  terms  of  this
Agreement.  Any Shares,  or any interest therein,  Transferred  pursuant to this
clause (g) shall continue to be subject to the terms of this Agreement.

     Section 2.2. Go-Along Obligations. (a) Subject to the provisions of Section
2.2(c), if at any time after the date hereof,  any member of the Purchaser Group
receives a firm,  bona fide,  written offer from a third party (an "Offeror") to
purchase  or  otherwise  acquire  all of the  Shares  beneficially  owned by the
Purchaser  Group in one transaction or series of related  transactions,  and the
holders of a majority of the Shares  beneficially owned by all of the members of
the Purchaser  Group (the  "Majority  Holders")  have  determined to accept such
offer,  then,  notwithstanding  the  other  provisions  of this  Agreement,  the
Majority  Holders  shall have the right (the  "Go-Along  Right") to require  all
other Stockholders to sell or otherwise dispose of all Shares beneficially owned
by them to such  Offeror  on the same  terms  and  conditions  set forth in such
offer. In determining the  consideration  to be paid pursuant to such offer, the
aggregate  purchase price for the Shares to be sold by the Purchaser Group shall
be  increased  to the  extent

<PAGE>


that any member of the  Purchaser  Group or their  respective  Affiliates  shall
receive additional consideration (i) for covenants against competition,  or (ii)
for  services  (such as pursuant to  management  or  consulting  agreements)  in
amounts in excess of amounts which would be payable to a third party in an arms'
length transaction.

     (b) If the  Majority  Holders  elect  to  exercise  their  Go-Along  Rights
hereunder,  they shall provide  written  notice (the  "Go-Along  Notice") to the
Company and each other  Stockholder  of such  election at least 20 days prior to
the closing date for such  transaction,  which Go-Along Notice shall include the
terms and  conditions  of such offer,  the name of the Offeree and the  proposed
closing date of such  transaction.  Each other Stockholder shall be obligated to
sell or otherwise dispose of all Shares beneficially owned by it to such Offeror
in accordance with the terms set forth in the Go-Along Notice.  However, if such
transaction  is not  completed  within 90 days of the  giving  of such  Go-Along
Notice,  then any exercise by the Majority Holders of their Go-Along Right shall
require a new notice pursuant to this Section 2.2.

     (c)   Notwithstanding   the  other  provisions  of  this  Section  2.2,  no
Stockholder  shall be required to Transfer  its Shares  pursuant to this Section
2.2 unless the  consideration to be received by the Stockholders in exchange for
the Shares to be Transferred to the Offeror pursuant to such  transaction  shall
have  been  determined  to be fair to the  Stockholders  pursuant  to a  written
fairness opinion issued by an investment  banking firm selected by the Company's
Board of Directors with the  concurrence of (x) the holders of a majority of the
Shares then owned by Brand and any Brand  Transferees,  as a group,  and (y) the
Majority Holders.

     Section 2.3. Additional Transfer  Restrictions.  Without the prior approval
of the Majority  Holders,  which approval shall not be unreasonably  withheld or
delayed,  neither  Brand nor any Brand  Transferee,  whether  acting alone or in
concert with any other Person, shall enter into a Contract to Transfer,  arrange
for the  Transfer of or Transfer to any Person or group (as defined  pursuant to
Rule 13d-5  promulgated  under the Securities  Exchange Act of 1934, as amended)
(other than to Brand or a Brand  Transferee),  directly or indirectly or through
one or more  intermediaries,  in a single  transaction  or a series  of  related
transactions,  any  Shares  then  beneficially  owned  by  Brand  or such  Brand
Transferee or any interest therein, if immediately following the consummation of
such  Transfer,  such  acquiring  Person or group,  together with any Affiliates
thereof (or  Affiliate  of any member of such  group),  would be the  beneficial
owner,  directly  or  indirectly,  of 20% or  more  of  the  outstanding  Shares
(including as outstanding  for such purpose any Shares issuable upon exercise of
any Rights to be acquired from Brand or a Brand  Transferee in such  transaction
and all other Rights beneficially owned by any such Affiliate,  Person, group or
member thereof). For purposes of this Section 2.3, the Majority Holders shall be
deemed to have approved a Transfer  pursuant to this Section 2.3 if Brand or the
Brand Transferee,  as the case may be, gives written notice to the Purchasers of
his,  its or their  intention  to make a Transfer  pursuant to this Section 2.3,
which notice shall include the terms and conditions of such Transfer,  the names
of the proposed  acquiring Person or group and the proposed closing date of such
Transfer, and Brand or the Brand Transferee,  as the case may be, shall not have
received  within 10 days  thereafter a written notice from the Majority  Holders
objecting to the proposed Transfer.

<PAGE>

                                   ARTICLE III

                         Board of Directors; Committees

     Section  3.1.  Composition  of the Board of  Directors.  (a) Subject to the
provisions of Section 3.1(b) and 3.1(d),  the Company shall use its best efforts
to, and each Stockholder  shall, take and cause to be taken all necessary action
(corporate  and  other),  including  the voting of Shares,  to set the number of
directors  at seven and to elect as the  members of the Board  four  individuals
(the  "Brand  Directors")  selected  and  nominated  from  time to time by Brand
(provided that such individuals  shall be reasonably  satisfactory to a majority
of the directors  appointed by the Purchaser  Group) and three  individuals (the
"Purchaser Directors") selected and nominated from time to time by the Purchaser
Group, by action of the Majority Holders  (provided that such individuals  shall
be  reasonably  satisfactory  to a majority of the Brand  Directors);  provided,
however,  that  in the  event  that  the  Purchaser  Group  acquires  all of the
Additional  Securities  (as defined in the Purchase  Agreement)  pursuant to the
terms of Section 1.4 of the Purchase Agreement, the number of directors shall be
set at eight and the  Purchaser  Group  shall  have the right from and after the
Option  Closing Date (as defined in the Purchase  Agreement) to appoint a fourth
Purchaser Director; provided, further, that if any member of the Purchaser Group
is ever entitled to appoint a member of the Board pursuant to the rights granted
by the  Company  to the  holders  of the  Cerberus  Debentures  (as such term is
defined in the Purchase  Agreement)  as a result of the purchase of the Cerberus
Debentures or otherwise, the size of the Board and the number of directors which
the Purchaser Group shall have the right to appoint pursuant to the terms hereof
shall be  reduced  by one.  At any time  during  which  the  Purchaser  Group is
entitled to appoint at least four Purchaser Directors pursuant to the provisions
of this Section 3.1(a),  at the request of either Brand or the Majority Holders,
the size of the Board  shall be  increased  by one and  Brand and the  Purchaser
Group, by action of the Majority  Holders,  shall mutually select one additional
director who shall not be employed by or otherwise be an Affiliate of either the
Company, Brand or any member of the Purchaser Group (the "Independent Director")
to fill the vacancy caused by such increase in the size of the Board.

     (b) In the event that Cerberus  Partners,  L.P.  ("Cerberus")  or any other
holder of the  Cerberus  Debentures  (Cerberus or such  holder,  the  "Debenture
Holder")  exercises  its right to appoint a member of the Board  pursuant to the
terms of the Unit Purchase  Agreement,  dated as of March 7, 1996 (the "Cerberus
Agreement"),  by and between the Company and  Cerberus,  the number of directors
shall  be  increased  by two,  one of such  additional  directors  shall  be the
director appointed by the Debenture Holder (the "Debenture  Director") and Brand
and the  Purchaser  Group,  by action of the Majority  Holders,  shall  mutually
select one additional  Independent Director to fill the vacancies caused by such
increase in the size of the Board.  Each Stockholder  shall use its best efforts
to cause the Company to comply with the requirements of the Cerberus  Agreement,
including  without  limitation,  voting  all of  their  Shares  in  favor of the
election of such person as the  Debenture  Holder may designate as a director of
the Company.  In the event that the Debenture  Director  resigns,  is removed or
otherwise  is unable to  continue  to serve as a director of the Company and the
Debenture  Holder does not exercise  its right to 

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appoint a successor Debenture Director,  one Independent Director to be mutually
selected by Brand and the Majority Holders shall be deemed to have resigned as a
director effective as of the date that the Debenture Holder notifies the Company
that it will not  exercise its rights  under the  Cerberus  Agreement  and shall
cease to be a member of the Board of Directors.

     (c) The term of  office  of all  directors  shall  continue  until the next
succeeding  annual  meeting  of  stockholders  of the  Company  and until  their
successors are duly elected and qualified. Each of Brand and the Purchaser Group
shall at all times have the right, exercisable by such Person in his or its sole
discretion,  to designate  successors for the directors appointed by such Person
(provided that such successors shall be reasonably satisfactory to a majority of
the Purchaser  Directors or the Brand  Directors,  as the case may be), to cause
the Stockholders to remove,  with or without cause, one or more of the directors
appointed by such Person,  and to fill any vacancy on the Board  resulting  from
the death,  resignation  or removal of any  director  appointed  by such  Person
(provided  that any nominee  selected to fill such a vacancy shall be reasonably
satisfactory to a majority of the Brand Directors or the Purchaser Directors, as
the case may be);  provided,  however,  that no such  actions  may be taken with
respect to any  Independent  Director unless mutually agreed to by Brand and the
Purchaser Group and; provided,  further,  that any Independent Director shall be
reasonably  satisfactory  to a  majority  of both the  Brand  Directors  and the
Purchaser  Directors.  Each Stockholder  shall vote for such removal and for the
election of such  successor or  successors at a meeting of the  stockholders  or
shall execute a written consent to such effect without a meeting and consents to
the prompt holding of a special  meeting for that purpose,  in each case, at the
written  request of the Person seeking to remove and replace such director given
to the Company.

     (d) The permanent  successor  Chief  Executive  Officer  hired  pursuant to
Section  4.4  hereof  shall  become a member  of the Board  effective  as of the
effective date of his or her employment by the Company (the "Commencement Date")
and shall be deemed to be a Brand  Director  for all purposes  hereunder.  On or
prior to the Commencement  Date, Brand and any Brand  Transferees shall take all
action  reasonably  necessary to cause a Brand Director to resign from the Board
effective  as of the  Commencement  Date  and to  appoint  the  permanent  Chief
Executive Officer to fill the vacancy created by such resignation.

     (e) In the event  that  either  Brand or the  Purchaser  Group is no longer
entitled to designate  directors  pursuant to this  Article  III, all  directors
designated  by such Person  (other than the permanent  Chief  Executive  Officer
hired  pursuant  to Section  4.4  hereof)  shall be deemed to have  resigned  as
directors effective immediately and shall cease to be members of the Board.

     (f) The  participation  of any former director in the  deliberations of the
Board  subsequent to the date of his or her  termination as a director shall not
affect in any respect any corporate action which has been approved by a majority
of the remaining members of the Board, whether at a meeting at which a quorum of
the Board  (excluding  any such  former  director)  was present or pursuant to a
written consent signed by the remaining directors.

     Section 3.2. Quorum. At all meetings of the Board, the presence,  in person
or by proxy, of a majority of the entire Board shall constitute a quorum for the
transaction of business. Any 

<PAGE>

director may participate in a meeting of the Board, or any committee thereof, by
means of conference  telephone or similar  communications  equipment by means of
which all Persons participating in the meeting can hear each other.

     Section  3.3  Composition  of  Board  Committees.  Promptly  following  the
execution and delivery of this Agreement,  the Stockholders shall take and shall
cause their  respective  director  designees to take all actions  necessary  and
advisable  to (i) cause the  Executive  Committee  of the Board (the  "Executive
Committee") to be comprised of two Brand Directors to be designated from time to
time by Brand  (one of whom  shall be the  chairman  of the  committee)  and one
Purchaser  Director to be designated  from time to time by the Purchaser  Group;
provided,  however, that from and after the Option Closing Date, the size of the
Executive Committee shall be increased by one and the Purchaser Group shall have
the  right  to  designate  a second  Purchaser  Director  to be a member  of the
Executive  Committee,   and;  provided,   further,   that  from  and  after  the
Commencement  Date,  the  size  of the  Executive  Committee  shall  be  further
increased by one and the permanent Chief Executive  Officer of the Company shall
become  a  member  of the  Executive  Committee,  ex  officio,  (ii)  cause  the
Compensation Committee of the Board to be comprised of two Brand Directors to be
designated  from  time to time  by  Brand  and  two  Purchaser  Directors  to be
designated from time to time by the Purchaser  Group,  and (iii) cause the Audit
Committee of the Board to be comprised of two Brand  Directors to be  designated
from time to time by Brand and two  Purchaser  Directors to be  designated  from
time to time by the Purchaser Group.

     Section 3.4. Action by  Stockholders to Reconstitute  Board of Directors or
Committees Thereof. If at any time and for any reason the Board shall fail to be
constituted  as  required  by this  Article  III,  then,  at the  request of any
Stockholder,  the Company shall cause a special  meeting of  stockholders  to be
held or the Stockholders shall act by written consent of stockholders  without a
meeting for the purpose of taking  whatever  action may be  necessary  to assure
that the Board is  constituted  as set forth in this  Article III as promptly as
practicable. If at any time and for any reason the committees of the Board shall
fail to be  constituted as required by this Article III, then, at the request of
any Stockholder, the Company and the Stockholders shall take whatever action may
be necessary to assure that such committees are constituted as set forth in this
Article III as promptly as practicable.

     Section 3.5. Certain  Covenants.  Each Stockholder shall vote, in person or
by proxy, all Shares over which it may have or share voting power, at any annual
or special  meeting of  stockholders  of the  Company  called for the purpose of
voting  on  the  election  of  directors,  or to  execute  written  consents  of
stockholders  without a meeting with respect to the  election of  directors,  to
vote in favor of the  election of each  director  nominated in  accordance  with
Section  3.1 and in favor of the removal of any  director  who is required to be
removed  pursuant to Section 3.1 and to take all other necessary and appropriate
actions to cause such events to occur. The Company shall use its best efforts to
cause  Persons to be so  nominated,  elected or removed,  as the case may be, in
accordance with the applicable  provisions of this Agreement.  Each  Stockholder
shall vote all Shares  over  which it may have or share  voting  power and shall
take all other actions necessary and appropriate (including, without limitation,
removing any director) to ensure that the Company's Certificate of Incorporation
and by-laws  contain all  provisions

<PAGE>


necessary  to  implement  the  terms  of this  Agreement  and do not at any time
conflict with the provisions of this Agreement and shall not vote to approve (or
consent to the  approval  of) any  amendment  to the  Company's  Certificate  of
Incorporation or by-laws which would be inconsistent with this Agreement.


                                   ARTICLE IV

                             Other Corporate Matters

     Section 4.1. Management of the Company;  Certain Actions.  (a) The business
and affairs of the  Company  shall be managed by or under the  direction  of the
Board, subject to the provisions set forth in this Section 4.1 and Section 4.2.

     (b) Subject to oversight and control by the Board, the senior management of
the  Company  shall  have the right to manage the day to day  operations  of the
Company,  including,  without  limitation,  the  implementation of the Company's
strategic  and business  plans,  ordinary  course  dealings  with  customers and
suppliers,  the hiring and firing of officers  and  employees of the Company and
its Subsidiaries, and the ordinary course operation of the Company's business as
it is currently  being  conducted,  and neither any member of the Purchasers nor
the Purchaser Directors shall take any action, directly or indirectly, which may
reasonably be expected to hinder,  impede,  interfere with or otherwise restrict
the management of the Company's affairs as aforesaid.

     (c) In the event that a majority of the  Purchaser  Directors (a "Purchaser
Majority")  recommend to the Board that the Company  enter into a Company  Sale,
Brand and any Brand Transferees shall use their respective best efforts to cause
the Brand  Directors to vote in favor of such Company Sale;  provided,  however,
that neither Brand nor any Brand  Transferee  shall have any obligation to cause
the Brand  Directors to vote in favor of a Company Sale if counsel of recognized
standing  advises  the  Brand  Directors  that  approval  of  the  Company  Sale
recommended  by the  Purchaser  Directors  would result in a breach of fiduciary
duty by the Brand Directors.

     Section 4.2. Actions Requiring Purchaser  Approval.  The Company shall not,
and no officer of the  Company  shall have the power or  authority  to cause the
Company to, without the consent of a Purchaser Majority:

          (a) redeem,  repurchase or otherwise  acquire  shares of the Company's
     capital stock except  pursuant to or in connection  with (i) the conversion
     of any class or series of the Company's capital stock into another security
     of the Company,  (ii) the exercise of any Right,  (iii) the redemption,  at
     the  request  of the  holder  thereof,  of shares of any class or series of
     capital stock that is redeemable at the option of the holder thereof,  (iv)
     any compensatory plan or arrangement with an officer,  director or employee
     of the Company or its Subsidiaries;  provided,  however,  that such plan or
     arrangement  has been approved by the Board or the  Compensation  Committee
     thereof; or

<PAGE>

          (b) take any  voluntary  action  in  furtherance  of the  liquidation,
     dissolution or winding up of the business of the Company.

     Section 4.3. Voting by Stockholders. Each Stockholder shall vote, in person
or by proxy,  all Shares over which it may have or share  voting  power,  at any
annual or special  meeting of  stockholders  of the  Company (i) in favor of all
matters  approved by a majority of the entire Board (or a majority of all of the
members of any duly constituted  committee  thereof) pursuant to Section 4.1(a),
(ii)  in  favor  of  all  matters   approved  by  the  entire   Board  upon  the
recommendation  of a Purchaser  Majority  pursuant to Section  4.1(c) or Section
4.2,  and  (iii)  against  all  matters  not  approved  by the  Board  or a duly
constituted committee thereof pursuant to clauses (i) or (ii).

     Section  4.4.  Executive  Search.  Promptly  following  the  execution  and
delivery hereof, the Board shall establish an ad hoc committee of the Board (the
"Search  Committee"),  the members of which shall  include the  Company's  Chief
Executive  Officer (who shall be the chairman),  the Company's  Chief  Operating
Officer and two Purchaser Directors,  which shall promptly commence a search for
a suitably qualified  permanent  successor to the Chief Executive  Officer.  The
Search  Committee  may  establish  such  regulations  for its  operations as the
members thereof may determine are necessary or advisable.  Without  limiting the
generality of the foregoing,  the Search Committee shall be authorized to engage
such consultants and other agents to assist in the identification and evaluation
of  appropriate  candidates as the members  thereof deem necessary or advisable.
The Search  Committee  shall report to the Board on its activities  from time to
time as events  warrant.  Following  the  completion  of its  initial  screening
process and interviews with appropriate  candidates,  the Search Committee shall
recommend  one or more  finalists to the Board and, with  consultation  from the
Board,  shall  complete all  arrangements  relating to the hiring of a new Chief
Executive Officer from the list of finalists;  provided,  however, that such new
Chief  Executive  Officer  shall be approved  by Brand,  which  approval  may be
withheld by Brand in his sole and absolute discretion.  The terms and conditions
of any such  hiring  shall be approved by the Board upon the advice and with the
recommendation  of  Compensation  Committee of the Board.  In the event that the
permanent Chief Executive Officer ceases to serve as the Chief Executive Officer
of the Company for any reason, then, for purposes of this Agreement  (including,
without  limitation,  the  Board  and  Board  committee  composition  provisions
hereof),  the  Company  shall be  deemed  to have  not  designated  a  permanent
successor Chief  Executive  Officer and the provisions of this Section 4.4 shall
again come into effect.

     Section 4.5.  Indemnification;  Maintenance of D&O  Insurance.  The Company
shall  indemnify the directors and officers of the Company to the fullest extent
permissible  under  Delaware law and,  without  limiting the  generality  of the
foregoing,  the Company and the Stockholders shall take all actions necessary to
include  provisions in the Company's  Certificate of Incorporation  limiting the
liability  of  directors  to the maximum  extent  permitted  by Delaware law and
providing  that the directors and officers  shall be  indemnified to the maximum
extent  permitted  by Delaware  law.  The  Company  shall  maintain  appropriate
directors and officers  insurance in such amounts and covering such risks as the
Board may determine from time to time in light of the cost and  availability  of
such insurance.

<PAGE>
                                    ARTICLE V

                                     Legend

     Section 5.1.  Legends.  Any certificates  evidencing Shares subject to this
Agreement  shall be  stamped  or  endorsed  with a legend in  substantially  the
following form; provided,  however, that in the event that Shares are registered
under the  Securities  Act of 1933, as amended,  the Company shall promptly upon
request, but in any event not later than is necessary in order to consummate any
sale pursuant to any underwriting  agreement or sales agency agreement  relating
thereto, deliver a replacement certificate not containing the first paragraph of
the legend below in exchange for the legended  certificate (it being  understood
that such legend  shall be placed on such  replacement  certificate  if the sale
does not occur in accordance with the terms of the registration statement);  and
provided,  further,  that the Company shall upon  termination  of this Agreement
promptly  upon request  deliver a replacement  certificate  not  containing  the
second paragraph of the legend below in exchange for the legended certificate:

THE  SHARES  OF  COMMON  STOCK  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS,
AND  ACCORDINGLY  NEITHER  THE  SHARES  NOR ANY  INTEREST  THEREIN  MAY BE SOLD,
TRANSFERRED,  PLEDGED,  OR  OTHERWISE  DISPOSED  OF UNLESS SO  REGISTERED  OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.

IN  ADDITION,  TRANSFERS,  VOTING AND OTHER  MATTERS IN RESPECT OF THE SHARES OF
COMMON  STOCK  REPRESENTED  BY THIS  CERTIFICATE  ARE SUBJECT TO A  STOCKHOLDERS
AGREEMENT  DATED AS OF JULY 29, 1997 AMONG THE COMPANY AND CERTAIN  STOCKHOLDERS
NAMED THEREIN,  A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL  OFFICE OF
THE COMPANY  AND MAY BE OBTAINED  WITHOUT  CHARGE  UPON  WRITTEN  REQUEST TO THE
COMPANY.

     Section 5.2.  Removal of Legends.  From and after the effective date of any
registration  statement  registering the Shares subject hereto for sale pursuant
to the  Securities  Act of 1933, as amended,  and compliance by the Company with
any applicable state  securities or "Blue Sky" laws, the  Stockholders  shall be
entitled to exchange the certificates representing their Shares for certificates
not bearing  the first  restrictive  legend set forth in Section  5.1 above.  In
connection with any Transfer  permitted  pursuant to this Agreement  (other than
Transfers pursuant to Sections 2.1(f) or 2.1(g)),  the Stockholder  Transferring
Shares shall be entitled to exchange the  certificates  representing  the Shares
being   Transferred  for  replacement   certificates   not  bearing  the  second
restrictive legend set forth in Section 5.1 above.

<PAGE>
                                   ARTICLE VI

                           Effectiveness; Termination

     Section 6.1. Effectiveness;  Termination of Agreement. This Agreement shall
become effective as of the date first above written and shall terminate upon the
earliest  to occur of the  following:  (i) upon the  written  consent of (x) the
Majority  Holders,  and (y) the  holders of a  majority  of the shares of Common
Stock then  beneficially  owned by Brand and any Brand  Transferee,  as a group,
(ii)  Brand  and any  Brand  Transferees,  as a group,  or the  Purchaser  Group
becoming the beneficial  owner of less than 10% of the outstanding  Common Stock
(determined on a fully-diluted  basis),  or (iii) the  consummation of a Company
Sale, only to the extent that such  transaction has been duly approved  pursuant
to Section 4.1(c); provided, however, that no such termination shall relieve any
Person of any liability for a breach or default.


                                   ARTICLE VII

                                  Miscellaneous

     Section 7.1. Recapitalization,  Exchanges, etc. Affecting the Common Stock.
The provisions of this Agreement shall apply to the full extent set forth herein
with  respect to (a) the  Shares and (b) any and all shares of capital  stock of
the  Company  or any  successor  or assign of the  Company  (whether  by merger,
consolidation,  sale of assets or otherwise)  which may be issued in respect of,
in exchange  for,  or in  substitution  for the  Shares,  by reason of any stock
dividend, split, reverse split, combination, recapitalization, reclassification,
merger,  consolidation  or  otherwise.  In  the  event  of  any  change  in  the
capitalization of the Company, as a result of any stock split, stock dividend or
stock  combination,  the  provisions of this  Agreement  shall be  appropriately
adjusted.

     Section  7.2 No Joint  Venture  or  Partnership.  No party  shall  have any
authority to bind or commit any other party hereto and no such  authority  shall
be implied by the provisions hereof. Nothing herein shall be deemed or construed
to create a joint venture, partnership or agency relationship between any of the
parties hereto for any purpose.

     Section 7.3.  Injunctive  Relief.  Each party hereto  acknowledges  that it
would be  impossible  to determine  the amount of damages that would result from
any breach of any of the provisions of this Agreement and that the remedy at law
for any breach, or threatened  breach, of any of such provisions would likely be
inadequate  and,  accordingly,  each other party shall, in addition to any other
rights or remedies  which it may have, be entitled to equitable  and  injunctive
relief,  including,  without  limitation,  temporary,  preliminary and permanent
injunctive relief, to compel specific performance of, or restrain any party from
violating,  any of such provisions.  In connection with any action or proceeding
for injunctive relief, each party hereto hereby waives the claim or defense that
a remedy at law alone is adequate and, to the maximum  extent  permitted by law,
consents to have each provision of this Agreement  specifically enforced against
him or it, without the necessity of posting bond or other  security  against him
or it,  and

<PAGE>

consents  to the entry of  injunctive  relief  against  him or it  enjoining  or
restraining  any  breach  or  threatened  breach  of  such  provisions  of  this
Agreement.

     Section 7.4.  Successors and Assigns.  This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective  successors,
assigns and legal representatives.  This Agreement shall be for the sole benefit
of the parties to this Agreement and their  respective  successors,  assigns and
legal representatives and is not intended,  nor shall be construed,  to give any
Person, other than the parties hereto and their respective  successors,  assigns
and  legal  representatives,  any  legal or  equitable  right,  remedy  or claim
hereunder.  This Agreement may not be assigned by operation of law or otherwise,
and  any  attempted  assignment  shall  be  null  and  void,  except  that,  any
Stockholder  may  assign  its  rights  hereunder,  in whole but not in part,  in
connection  with a  Transfer  of  Shares  made  in  compliance  with  all of the
provisions  of this  Agreement.  If any  Stockholder  shall  acquire  additional
Shares, in any manner,  whether by a Transfer permitted hereunder,  operation of
law or otherwise,  such Shares shall be held subject to all of the terms of this
Agreement,  and  by  taking  and  holding  such  Shares  such  Person  shall  be
conclusively  deemed to have agreed to be bound by and to comply with all of the
terms and provisions of this Agreement. Any Transferee wishing to become a party
hereto or otherwise  required to become such a party shall execute an instrument
in the form of Exhibit A hereof agreeing to be bound by the provisions hereof.

     Section 7.5. Expenses.  Except as provided in the Purchase Agreement,  each
party  hereto  shall pay its own  expenses  incident to this  Agreement  and the
transactions contemplated hereby.

     Section 7.6.  Amendment;  Waiver.  (a) This  Agreement  may be amended by a
written instrument duly executed by the parties affected thereby.

          (b) No failure by any party to insist  upon the strict  performance of
any covenant,  duty,  agreement or  condition  of this  Agreement or to exercise
any right or remedy  consequent upon breach thereof shall constitute a waiver of
any such breach or of any other  covenant,  duty,  agreement or condition,  any 
such  waiver  being  effective  only if contained in a writing  executed by the 
waiving party.

     Section 7.7. Notices.  Except as otherwise provided in this Agreement,  all
notices,  requests,  claims, demands, waivers and other communications hereunder
shall be in writing  and shall be deemed to have been duly given when  delivered
by hand, when delivered by courier, three days after being deposited in the mail
(registered or certified mail, postage prepaid,  return receipt  requested),  or
when received by facsimile transmission upon receipt of a confirmed transmission
report, as follows:

If to the Company:                  50 Orville Drive
                                    Bohemia, New York 11716
                                    Tel:  (516) 784-4110
                                    Fax:  (516) 784-4132
                                    Attention:  Chief Executive Officer

<PAGE>

and if to the other  parties at the  address or  facsimile  transmission  number
specified  below its name on the  signature  pages  hereto  (or,  in the case of
Persons who become  parties  hereto  subsequently,  at their last  addresses  or
facsimile  transmission  numbers shown on the record books of the Company).  Any
party  hereto,  by notice given to the other parties  hereto in accordance  with
this Section 7.7,  may change the address or  facsimile  transmission  number to
which such notice or other communications are to be sent to such party. Whenever
pursuant to this Agreement any notice is required to be given by any Stockholder
to any other Stockholder or Stockholders,  such Stockholder may request from the
Company  a  list  of  addresses  and  facsimile   transmission  numbers  of  all
Stockholders  of the  Company,  which list shall be promptly  furnished  to such
Stockholder.

     Section 7.8. Inspection.  For so long as this Agreement shall be in effect,
this  Agreement,  any  amendments  hereto and a  complete  list of the names and
addresses of all Stockholders shall be made available for inspection and copying
on any  business  day by any  Stockholder  at the  offices of the Company at the
address thereof set forth in Section 7.7 above.

     Section  7.9.  APPLICABLE  LAW.  THIS  AGREEMENT  SHALL BE GOVERNED BY, AND
CONSTRUED  IN  ACCORDANCE  WITH,  THE  INTERNAL  LAWS OF THE  STATE OF NEW YORK,
WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF,  EXCEPT TO THE EXTENT
THAT THE PROVISIONS OF THE DELAWARE GENERAL CORPORATION LAW APPLY THERETO.

     Section 7.10. Headings. The descriptive headings of the several sections in
this  Agreement  are for  convenience  only and do not  constitute  part of this
Agreement and shall not affect in any way the meaning or  interpretation of this
Agreement.

     Section 7.11.  Integration.  This Agreement and the other writings referred
to herein or  delivered  pursuant  hereto  which form a part hereof  contain the
entire  understanding  of the parties with respect to its subject  matter.  This
Agreement supersedes all prior agreements and understandings between the parties
with  respect to its  subject  matter.  There are no  restrictions,  agreements,
promises, representations, warranties, covenants or undertakings with respect to
its subject matter other than those expressly set forth or referred to herein.

     Section 7.12.  Severability.  If any term or provision of this Agreement or
any  application  thereof  shall  be  declared  or  held  invalid,   illegal  or
unenforceable,  in whole  or in part,  whether  generally  or in any  particular
jurisdiction,  such provision shall be deemed amended to the extent, but only to
the extent,  necessary to cure such invalidity,  illegality or unenforceability,
and the validity,  legality and enforceability of the remaining provisions, both
generally and in every other  jurisdiction,  shall not in any way be affected or
impaired thereby.

     Section  7.13.  Consent  to  Jurisdiction.   Each  of  the  parties  hereto
irrevocably submits to the exclusive  jurisdiction of the courts of the State of
New York and the United States  District Court for the Southern  District of New
York for the purpose of any suit, action,  proceeding or judgment relating to or
arising out of this Agreement and the transactions  contemplated hereby. Service
of process in connection with any such suit,  action or proceeding may be served
on each 

<PAGE>


party hereto  anywhere in the world by the same methods as are specified for the
giving of notices under this Agreement.  Each of the parties hereto  irrevocably
consents  to the  jurisdiction  of any such  court in any such  suit,  action or
proceeding  and to the  laying  of  venue  in  such  court.  Each  party  hereto
irrevocably waives any objection to the laying of venue of any such suit, action
or proceeding  brought in such courts and irrevocably  waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.

     Section 7.14. Counterparts. This Agreement may be executed in counterparts,
each of which  shall be  deemed an  original,  but all of which  shall  together
constitute one and the same instrument.

<PAGE>

     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date set forth above.

                                          LOGIMETRICS, INC.


                                               /s/Charles S. Brand
                                          By:  ____________________________
                                               Name:Charles S. Brand
                                               Title: Chairman and Chief
                                                      Executive Officer


                                               /s/Charles S. Brand
                                               ____________________________
                                               Charles S. Brand

                                               20 Meridian Road
                                               Eatontown, New Jersey 07724
                                               Tel:  (908) 935-7150
                                               Fax:  (908) 935-7151


                                               CRAMER ROSENTHAL McGLYNN, INC.



                                               By:  /s/Eugene A. Trainer
                                                    ____________________________
                                                    Name: Eugene A. Trainor
                                                    Title: Chief Financial 
                                                           Officer

                                                    520 Madison Avenue
                                                    New York, New York 10022
                                                    Tel:  (212) 838-3830
                                                    Fax:  (212) 644-8291


<PAGE>

                                                L.A.D. EQUITY PARTNERS, L.P.

                                                By:  Flint Investments, Inc.
                                                     Its General Partner



                                                By:  /s/Arthur J. Pergament
                                                     ___________________________
                                                     Name: Arthur J. Pergament
                                                     Title: Vice President

                                                     520 Madison Avenue
                                                     New York, New York 10022
                                                     Tel:  (212) 838-3830
                                                     Fax:  (212) 644-8291


                                                     /s/Gerald B. Cramer
                                                     ___________________________
                                                     Gerald B. Cramer

                                                     520 Madison Avenue
                                                     New York, New York 10022
                                                     Tel:  (212) 838-3830
                                                     Fax:  (212) 644-8291


                                                     /s/Edward J. Rosenthal
                                                     ___________________________
                                                     Edward J. Rosenthal, Keogh

                                                     520 Madison Avenue
                                                     New York, New York 10022
                                                     Tel:  (212) 838-3830
                                                     Fax:  (212) 644-8291

<PAGE>

                                                   CRM 1997 ENTERPRISE FUND, LLC

                                                   By: Cramer Rosenthal McGlynn,
                                                            Inc.,
                                                       Its Managing Member


                                                  By:  /s/Eugene A. Trainor
                                                       _________________________
                                                       Name: Eugene A. Trainor
                                                       Title: Chief Financial 
                                                              Officer

                                                     520 Madison Avenue
                                                     New York, New York 10022
                                                     Tel:  (212) 838-3830
                                                     Fax:  (212) 644-8291

                                                     CRM PARTNERS, L.P.

                                                     By:  CRM Management, Inc.
                                                             Its General Partner



                                                     By: /s/Eugene A. Trainor
                                                          ______________________
                                                         Name: Eugene A. Trainor
                                                         Title:


                                                     520 Madison Avenue
                                                     New York, New York 10022
                                                     Tel:  (212) 838-3830
                                                     Fax:  (212) 644-8291


<PAGE>

                                                   CRM RETIREMENT PARTNERS, L.P.

                                                   By:  CRM Management, Inc.
                                                        Its General Partner


                                                   By:  /s/Eugene A. Trainor
                                                        ________________________
                                                        Name: Eugene A. Trainor
                                                              Title:

                                                     520 Madison Avenue
                                                     New York, New York 10022
                                                     Tel:  (212) 838-3830
                                                     Fax:  (212) 644-8291

                                                     CRM MADISON PARTNERS, L.P.

                                                     By:  CRM Management, Inc.
                                                          Its General Partner



                                                     By: /s/Eugene A. Trainer
                                                         ______________________
                                                         Name: Eugene A. Trainor
                                                         Title:

                                                     520 Madison Avenue
                                                     New York, New York 10022
                                                     Tel:  (212) 838-3830
                                                     Fax:  (212) 644-8291

<PAGE>
                                                     CRM U.S. VALUE FUND, LTD.

                                                     By:  CRM Management, Inc.
                                                          Its General Partner



                                                     By: /s/Eugene A. Trainor
                                                         _______________________
                                                         Name: Eugene A. Trainor
                                                         Title:

                                                     520 Madison Avenue
                                                     New York, New York 10022
                                                     Tel:  (212) 838-3830
                                                     Fax:  (212) 644-8291

                                            CRM EURYCLEIA PARTNERS, L.P.

                                            By:  CRM Eurycleia Investments, LLC,
                                                 Its General Partner

                                            By:  CRM Management, Inc.,
                                                 Its Managing Member



                                            By:  /s/Eugene A. Trainor
                                                 _______________________________
                                                 Name:  Eugene A. Trainor
                                                 Title:

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291


<PAGE>

                                            A.C. ISRAEL ENTERPRISES, INC.



                                            By:  /s/Jay Howard
                                                 _______________________________
                                                 Name:  Jay Howard
                                                 Title:

                                            520 Madison Avenue
                                            New York, New York 10022
                                            Tel:  (212) 838-3830
                                            Fax:  (212) 644-8291

                                            CRM-EFO PARTNERS, L.P.

                                            By:  CRM-EFO Investments, LLC,
                                                 Its General Partner

                                            By:  CRM Management, Inc.,
                                                 Its Managing Member


                                            By:  /s/ Eugene A. Trainor
                                                 _______________________________
                                                 Name:  Eugene A. Trainor
                                                 Title:

                                                 520 Madison Avenue
                                                 New York, New York 10022
                                                 Tel:  (212) 838-3830
                                                 Fax:  (212) 644-8291

<PAGE>


                                               /s/ Richard S. Fuld. Jr.
                                               _________________________________
                                               Richard S. Fuld, Jr.

                                             By: Cramer Rosenthal McGlynn, Inc.,
                                                 Attorney-in-Fact



                                             By:  /s/Eugene A. Trainor
                                                  ______________________________
                                                  Name: Eugene A. Trainor
                                                  Title: Chief Financial Officer

                                                  520 Madison Avenue
                                                  New York, New York 10022
                                                  Tel:  (212) 838-3830
                                                  Fax:  (212) 644-8291

                                                  PAMELA EQUITIES CORP.



                                                  By:  /s/Gregory Manocherian
                                                       _________________________
                                                       Name:
                                                       Title:

                                                  3 New York Plaza
                                                  18th Floor
                                                  New York, New York 10004
                                                  Tel:  (212) 837-4829
                                                  Fax:  (212) 837-4938


<PAGE>
                                                  WHITEHALL PROPERTIES, LLC



                                                  By:  /s/Gregory Manocherian
                                                       ________________________
                                                       Name:
                                                       Title: Manager

                                                  3 New York Plaza
                                                  18th Floor
                                                  New York, New York 10004
                                                  Tel:  (212) 837-4829
                                                  Fax:  (212) 837-4938


                                                  KABUKI PARTNERS ADP, GP



                                                  By:  /s/Gregory Manocherian
                                                       ________________________
                                                       Name:
                                                       Title:  General Partner

                                                  3 New York Plaza
                                                  18th Floor
                                                  New York, New York 10004
                                                  Tel:  (212) 837-4829
                                                  Fax:  (212) 837-4938


                                                  MBF CAPITAL CORP.



                                                  By:  /s/Mark B. Fisher
                                                       ________________________
                                                       Name:  Mark B. Fisher
                                                       Title:  President

                                                  12 East 49th Street
                                                  35th Floor
                                                  New York, New York 10017
                                                  Telephone:  (212) 339-2861
                                                  Facsimile:  (212) 339-2834


<PAGE>

                                                MBF BROADBAND SYSTEMS, L.P.

                                                By: MBF Broadband Systems, Inc.,
                                                    Its General Partner

                                                By:  /s/Mark B. Fisher
                                                     ___________________________
                                                     Name:  Mark B. Fisher
                                                     Title:  President

                                               102 East 49th Street
                                               35th Floor
                                               New York, New York 10017
                                               Telephone:  (212) 339-2861
                                               Facsimile:  (212) 339-2834


                                               PHINEAS BROADBAND SYSTEMS, L.P.

                                               By:  MBF Broadband Systems, Inc.,
                                                    Its General Partner

                                               By:  /s/Mark B. Fisher
                                                    ____________________________
                                                    Name:  Mark B. Fisher
                                                    Title:  President

                                               12 East 49th Street
                                               35th Floor
                                               New York, New York 10017
                                               Telephone:  (212) 339-2861
                                               Facsimile:  (212) 339-2834


                                                /s/Mark B. Fisher
                                                ________________________________
                                                Mark B. Fisher

                                                12 East 49th Street
                                                35th Floor
                                                New York, New York 10017
                                                Telephone:  (212) 339-2861
                                                Facsimile:  (212) 339-2834


<PAGE>

                                                McGLYNN FAMILY PARTNERSHIP



                                                By:  /s/Ronald H. McGlynn
                                                     ___________________________
                                                     Name:  Ronald H. McGlynn
                                                     Title:  General Partner

                                                520 Madison Avenue
                                                New York, New York 10022
                                                Tel:  (212) 838-3830
                                                Fax:  (212) 644-8291




                                                  /s/Fred M. Filoon
                                                  ______________________________
                                                  Fred M. Filoon

                                                  520 Madison Avenue
                                                  New York, New York 10022
                                                  Tel:  (212) 838-3830
                                                  Fax:  (212) 644-8291



                                                  /s/Eugene A. Trainor
                                                  ______________________________
                                                  Eugene A. Trainor

                                                  520 Madison Avenue
                                                  New York, New York 10022
                                                  Tel:  (212) 838-3830
                                                  Fax:  (212) 644-8291


<PAGE>
      

                                                                  EXHIBIT A


     In  consideration  of  the  Transfer  of  Shares  to the  undersigned,  the
undersigned,  having all due  authority,  hereby agrees to be bound by the terms
and  provisions of the  Stockholders  Agreement,  dated as of July 29, 1997 (the
"Stockholders Agreement"),  by and among LogiMetrics,  Inc. and the Stockholders
party thereto relating to such Shares as a Stockholder  thereunder.  Capitalized
defined  terms used  herein  without  definition  shall  have the same  meanings
respectively as assigned thereto in the Stockholders Agreement.

                                            Name:  _____________________________

                                            By:  _______________________________

                                            Date:  _____________________________