EXHIBIT 10.11

                              ASSIGNMENT AGREEMENT

          ASSIGNMENT  AGREEMENT,  dated as of December 30, 1997,  by and between
LogiMetrics,  Inc., a Delaware corporation (the "Seller"), and Newstart Factors,
Inc., a Delaware corporation (the "Purchaser").

                              W I T N E S S E T H:

          WHEREAS,  the  Seller  is the sole  owner of a  $2,621,694.81  Secured
Promissory Note, dated December 1, 1997 (the "Note"),  issued by  CellularVision
of New York, L.P. ("CVNY" or "Borrower") in favor of the Seller; and

          WHEREAS,  CVNY's  obligation  to repay the Note is  secured by certain
collateral  (the  "Collateral")  to the  extent  and as  specified  in a General
Security Agreement, dated as of December 1, 1997 (the "Security Agreement"),  by
and between CVNY and the Seller; and

          WHEREAS,  the Seller has received the first five principal payments on
the Note, each in the amount of $9,900 (the "Seller Payments"); and

          WHEREAS,  the Seller and the Purchaser  desire that, as of the Closing
Date (as  defined  below)  and  subject  to the  terms  and  conditions  of this
Agreement,  the Seller shall sell, assign and transfer to the Purchaser, and the
Purchaser  shall purchase and take from the Seller,  all of the Seller's  right,
title and  interest in and to, or arising  under or in  connection  with (i) the
Note,  the Security  Agreement,  all UCC-1s filed or to be filed in favor of the
Seller related thereto and all agreements, instruments and documents executed in
connection  with the  foregoing  (including  without  limitation,  all exhibits,
schedules and amendments  thereto and any  agreements,  documents or instruments
pursuant  to  which  the  Seller  acquired  such  rights,  title  and  interests
(collectively, the "Transaction Documents"), (ii) all rights and claims that the
Seller has had,  now has or may  hereafter  acquire  to recover or receive  cash
payments, securities,  interest, dividends or other property under or in respect
of the foregoing or the Related Rights or Guarantee and Collateral  Rights (each
as defined below),  (iii) all rights and claims (including,  without limitation,
"claims"  as defined  in Section  101(5) of title 11,  United  States  Code (the
"Bankruptcy  Code")),  choses in  action  or  causes  of  action  of any  nature
whatsoever (including, without limitation, all bankruptcy and bankruptcy related
claims)  whether or not such claims are fixed,  known or unknown,  contingent or
noncontingent,  secured or  unsecured,  liquidated or  unliquidated,  matured or
unmatured to the extent  arising  under or in  connection  with the  Transaction
Documents  (collectively,  the "Claims") that the Seller has had, now has or may
hereafter  acquire  against  any  party,  including  CVNY and all other  parties
obligated  under or in connection with any of the foregoing or the Guarantee and
Collateral Rights,  (collectively,  the "Related  Rights"),  (iv) all rights and
claims that the Seller has had,  now has or may  hereafter  acquire  against any
Guarantors (each a "Guarantor") or any other person or entity or against,  in or
to property under or in connection with any guarantee,  security interest, lien,
mortgage,  pledge, deed of trust, deposit account,  set-off, or other collateral
(and any substitutions therefor or additions thereto) related to or securing, as
the case may be, the obligations under the Transaction Documents (together,  the
"Guarantee and Collateral Rights"), (v) any and all rights, claims and causes of
action of the Seller

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against  CellularVision  Technology &  Telecommunications,  L.P.  ("CT&T")  with
respect  to the  transactions  giving  rise  to  the  Note,  including,  without
limitation,  the sale of the equipment constituting the Collateral, and (vi) any
and all  cash,  securities,  dividends  and  other  property  or  consideration,
regardless  of type,  which may be exchanged  for,  distributed  or collected in
respect   of  the   foregoing   (including,   without   limitation,   any  fees,
reimbursements  and all other  amounts  payable to the Seller  from time to time
under or in respect of the Transaction Documents and the Claims)  (collectively,
"Distributions"). All of the Seller's right, title and interest in and to all of
the  foregoing   rights  and  assets  set  forth  in  this  fourth  recital  are
collectively   referred   to   hereinafter   as  the   "Transferred   Interest".
Notwithstanding the foregoing,  the Transferred  Interest shall not include, and
the Purchaser is not acquiring,  any of the Seller's right, title or interest in
or to or  obligations  under (w) the Letter  Agreement,  dated as of December 1,
1997 (as  amended,  modified  or  supplemented  from time to time,  the  "Letter
Agreement"),  by and between the Seller and CVNY,  (x) any purchase  orders from
CVNY,  whether currently existing (provided the same do not relate to any of the
Collateral) or received hereafter, (y) any contract,  agreement,  arrangement or
understanding  between the Seller and CVNY arising after the date hereof (to the
extent not  related to the  subject  matter of this  Agreement),  or between the
Seller and any other person or entity whenever arising,  and (z) any transaction
between the Seller,  CVNY, CT&T or any of their respective  affiliates occurring
after the date hereof (to the extent not  related to the subject  matter of this
Agreement)  and the term  "Transaction  Documents"  shall not include any of the
foregoing.

          NOW,  THEREFORE,  in consideration  of the mutual covenants  contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby  acknowledged,  and intending to be legally  bound,  the parties
hereto hereby agree as follows:

          1. The Seller hereby bargains,  sells, assigns,  transfers and conveys
to the Purchaser, without recourse or warranty of any kind or nature whatsoever,
except as expressly  set forth herein,  all of its right,  title and interest in
the Transferred Interest. To further perfect the Purchaser's  acquisition of the
Seller's rights under the Note, the Seller hereby bargains,  sells,  assigns and
transfers to the Purchaser  any and all security  interests or liens that it may
have in the  collateral  securing  CVNY's  obligations  under the Note,  whether
arising by operation of law or by agreement,  including, without limitation, its
right,  title and  interest in and under the  Security  Agreement.  Simultaneous
herewith,  the Seller is delivering to the Purchaser (i) the Note, duly endorsed
to the order of the Purchaser,  without recourse (except as provided for in this
Agreement),  together with an original counterpart of the Security Agreement and
copies of all related  UCC-1s filed in favor of the Seller;  provided,  however,
that the Seller shall as promptly as  practicable  file UCC-1s in respect of the
Collateral  with the  Secretary of State of New Jersey and the Recorder of Deeds
in Monmouth County, New Jersey and shall deliver to the Purchaser copies of such
UCC-1s promptly following the receipt of acknowledgment copies thereof, and (ii)
duly  executed  UCC-3s  assigning to the  Purchaser  its rights under the UCC-1s
previously  filed by the Seller  with  respect to such  security  interests  and
liens;  provided,  however,  that the Seller shall deliver to the Purchaser duly
executed  UCC-3s in  respect  of the  UCC-1s  filed by the  Seller in New Jersey
promptly  following the receipt of acknowledgment  copies of such UCC-1s. On the
Closing  Date,  the  Purchaser  and the Seller shall send to CVNY a joint notice
notifying  CVNY of the assignment by the Seller of its rights under the Note and
the other Transaction  Documents to

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the Purchaser and requesting  that all future payments under the Note be made to
such account or accounts as the Purchaser may specify.

          2. In payment in full of the purchase price of the Note, the Purchaser
is  herewith  paying  to the  Seller  $2,380,100  in cash by  wire  transfer  of
immediately  available funds to an account or accounts  previously  specified by
the  Seller  (the  "Purchase  Price").  The  Purchase  Price  will be paid  upon
Purchaser's  receipt of (i) this Agreement duly executed by the Seller, (ii) the
documents  referred  to in  Section  1  hereof  (to the  extent  required  to be
delivered  on or prior to the Closing  Date) and subject to the  representations
and  warranties of Seller made herein being true and correct.  The date on which
the Purchase Price is paid is herein referred to as the "Closing Date."

          3. The Seller hereby  represents  and warrants to the Purchaser on the
date hereof and as of the Closing Date as follows:

               3.1.  The Seller is a  corporation  duly  organized  and  validly
existing under the laws of the State of Delaware and has the corporate power and
authority to own its assets and to conduct its business as presently conducted.

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

               3.3. Neither the execution and delivery of this Agreement nor the
performance by the Seller of its  obligations  hereunder will (i) contravene any
provision contained in the Seller's Certificate of Incorporation,  as amended or
by-laws,  or (ii)  violate or result in a breach  (with or without  the lapse of
time,  the giving of notice or both) of or  constitute  a default  under (A) any
contract,  agreement,  commitment,  indenture,  mortgage,  lease,  pledge, note,
license,  permit or other  instrument or obligation or (B) any judgment,  order,
decree,  law,  rule or  regulation  or  other  restriction  of any  governmental
authority,  in each case to which the  Seller is a party or by which it is bound
or to which any of its assets or properties are subject.

               3.4. No notice to, filing with, or  authorization,  registration,
consent or approval of any  governmental  authority or other person or entity is
necessary for the  execution,  delivery or  performance of this Agreement by the
Seller  or the  consummation  by the  Seller  of the  transactions  contemplated
hereby.

               3.5.  The Seller is the sole owner of record of the Note,  is the
sole  beneficial  owner of the Note and has good,  indefeasible  and  marketable
title thereto. Upon payment of the purchase price specified in Section 2 hereof,
the  Purchaser  will  acquire good title to the Note free and clear of any lien,
encumbrance,  claims or  security  interests,  excluding  those  created  by the
Purchaser.

<PAGE>

               3.6.   The  Seller  has  not   pledged,   encumbered,   assigned,
transferred,  participated,  conveyed,  disposed of,  terminated  or granted any
security interest in, in whole or in part, any of its right,  title and interest
in and to the  Transferred  Interest and is not a party to any agreement  (other
than this Agreement) which would result in the foregoing.

               3.7. No  litigation,  arbitration  or  adversarial  proceeding is
pending  against the Seller or, to the  Seller's  actual  knowledge,  threatened
against it which  could  reasonably  be expected  to have a  materially  adverse
effect on the Transferred Interest.

               3.8. The Seller is not, nor has it ever been, an "insider" of the
Borrower  or any  Guarantor  as such term is defined  in Section  101(31) of the
Bankruptcy Code.

               3.9. The unpaid principal amount of the Note is $2,572,194.81.

               3.10. The Transferred  Interest is a valid obligation of CVNY and
is not subject to avoidance, reduction, disallowance,  subordination,  except as
set forth in the Letter  Agreement,  or offset,  and the Seller knows of no fact
and has received notice of no allegation  which would, if proved,  result in the
avoidance, reduction,  disallowance,  subordination or offset of the Transferred
Interest.

               3.11. Other than the Transaction  Documents,  the Seller is not a
party to or bound by any document, instrument or agreement that could reasonably
be expected to materially and adversely affect the Transferred  Interest and the
Seller has not agreed to any waiver,  amendment  or  modification  to any of the
Transaction Documents.

               3.12.  The Seller has not entered into any agreement  granting to
the Borrower any right of setoff or recoupment against the Transferred Interest,
nor has the Borrower set off any funds or other property in  satisfaction of the
Transferred Interest.

               3.13. Except for the Seller Payments, the Seller has not received
any payments or  transfers  from or on account of the Borrower in respect of the
Transferred  Interest on or after the date which is 91 days prior to the Closing
Date.

               3.14.  The Seller has  received,  reviewed  and relied  upon such
information  concerning  the legal,  business  and  financial  condition  of the
Borrower  and the  Transferred  Interest  as it  considers  adequate  to make an
informed decision regarding the sale of the Transferred Interest.

               3.15.  The Seller is a  sophisticated  seller with respect to the
Transferred  Interest;  the  Purchaser  has not given any  investment  advice or
rendered any opinion to it as to whether the sale of the Transferred Interest is
prudent,  and the Seller is not relying on any representation or warranty of the
Purchaser  except  as  expressly  set  forth  in  this  Agreement;   the  Seller
acknowledges  that the Purchase Price may vary from any  distributions  that the
Purchaser may ultimately  recover on account of the Transferred  Interest and is
aware that  additional  information  regarding the  Transferred  Interest may be
obtained from various court or other public files.

<PAGE>

               3.16.  Without in any way implying that the Transferred  Interest
is a "security"  within the meaning of applicable  securities  laws, no offer to
sell or solicitation of any offer to buy any portion of the Transferred Interest
has  been  made  by the  Seller  in a  manner  that  would  violate  or  require
registration under such applicable securities laws.

               3.17.  The Seller has not  breached  any of its  representations,
warranties,   covenants,   agreements  or  obligations   under  the  Transaction
Documents.

               3.18.  The  Seller  has  provided  the  Purchaser  with  true and
complete  copies of the  Transaction  Documents and any  amendments,  waivers or
modifications thereof.

               3.19. Except as set forth in the Letter Agreement, the Seller has
not  subordinated or agreed to subordinate all or any portion of the Transferred
Interest to any other obligation of the Borrower including,  without limitation,
any unsecured deficiency claim asserted by a secured creditor.

               3.20.  The  security  interests  and liens  granted to the Seller
under the Security  Agreement and the other Transaction  Documents (and assigned
to the Purchaser hereunder)  constitute valid and perfected first priority liens
and security  interests in and upon the  Collateral  (as defined in the Security
Agreement).

               3.21.  The Seller has no obligation to make  additional  loans or
extensions of credit under the Transaction Documents.

          3A.  The  Seller  shall  perform  its  obligations  under  the  Letter
Agreement in conformity with the terms thereof as the same become due.

          4. The Purchaser  hereby  represents and warrants to the Seller on the
date hereof and as of the Closing Date as follows:

               4.1. The  Purchaser is a corporation  duly  organized and validly
existing under the laws of the State of Delaware and has the corporate power and
authority to own its assets and to conduct its business as presently conducted.

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

               4.3. Neither the execution and delivery of this Agreement nor the
performance  by the Purchaser of its  obligations  hereunder will (i) contravene
any provision  contained in the  Purchaser's  Certificate of  Incorporation,  as
amended or by-laws,  or (ii)  violate or result in a breach (with or without the
lapse of time,  the giving of notice or both) of or  constitute a default  

<PAGE>


under (A) any  contract,  agreement,  commitment,  indenture,  mortgage,  lease,
pledge,  note,  license,  permit or other  instrument  or  obligation or (B) any
judgment,  order,  decree,  law, rule or regulation or other  restriction of any
governmental  authority,  in each case to which the  Purchaser  is a party or by
which it is bound or to which any of its assets or properties are subject.

               4.4. No notice to, filing with, or  authorization,  registration,
consent or approval of any  governmental  authority or other person or entity is
necessary for the  execution,  delivery or  performance of this Agreement by the
Purchaser or the consummation by the Purchaser of the transactions  contemplated
hereby.

               4.5. The  Purchaser is an  Accredited  Investor,  as such term is
defined in Rule 501 of the rules and  regulations of the Commission  promulgated
under the Securities  Act of 1933, as amended.  Without in any way implying that
the  Transferred  Interest  is a  "security"  within the  meaning of  applicable
securities laws, the Purchaser is not acquiring the Transferred  Interest with a
view to  resale  or  distribution  in a manner  that  would  violate  applicable
securities laws. The Purchaser has substantial  experience in making  investment
decisions  of the type  contemplated  hereby  and is making  its own  investment
decision and has such knowledge and experience in financial and business matters
that it is capable of evaluating  the merits and risks of purchasing the Note as
contemplated hereby. The Purchaser has performed,  and will continue to perform,
its own  independent  credit  analysis of CVNY and has  obtained  from  publicly
available  sources  (other than the Seller and its  representatives)  sufficient
information regarding CVNY and its business and prospects to allow it to make an
informed  decision to purchase the Note as  contemplated  hereby.  The Purchaser
understands that no representative of the Seller has been authorized to give any
information or to make any  representations  or warranties of any kind or nature
whatsoever in connection with the transactions  contemplated  hereby,  except as
expressly set forth herein,  and, if given or made,  the Purchaser  acknowledges
that such information,  representations or warranties were not authorized by the
Seller and, therefore, may not be relied upon by the Purchaser and have not been
relied  upon by the  Purchaser  in making its  decision  to  purchase  the Note.
Without  limiting the  generality of the foregoing,  the Purchaser  acknowledges
that the Seller has made no  representation  or warranty except as expressly set
forth herein  regarding  (i) the  accuracy or  completeness  of any  information
obtained by the Purchaser  regarding  CVNY, its business or prospects,  (ii) the
validity,  enforceability or legal effect of the Transaction Documents, or (iii)
the  creditworthiness  of CVNY or the value,  adequacy or  collectibility of the
Collateral  securing the Note. The Purchaser  acknowledges  that its purchase of
the Note is highly  speculative and that it might sustain a complete loss of its
investment therein. The Purchaser has the financial ability to bear the economic
risk of losing its entire investment in the Note.

          5. The Seller and the Purchaser  shall cooperate fully with each other
and shall (i) execute and deliver to each other such other  documents,  and (ii)
do such other acts and things, all as the other party may at any time reasonably
request  for the purpose of carrying  out the intent of this  Agreement  and the
sale  of the  Note  as  contemplated  hereby.  Should  the  Seller  receive  any
Distributions  on or after the  Closing  Date,  it will pay the same over to the
Purchaser in the currency  received by it or, in the case of securities  (to the
extent  permissible  by law and  relevant  documentation),  without  recourse or
warranty of any kind or nature whatsoever,  endorse or cause to be registered in
the  Purchaser's  name  or  such  name  as the  Purchaser  may  direct  (at  the

<PAGE>

Purchaser's sole expense) in writing and deliver to the Purchaser or such person
as the  Purchaser  may direct such  securities  within four  business days after
receipt of any such  Distribution.  If any such cash Distribution is not paid to
the  Purchaser  within such time  period,  the Seller will pay  interest on such
Distribution for the period from the day on which such Distribution was actually
received by the Seller to (but excluding) the day such  Distribution is actually
paid to the  Purchaser,  at a rate per annum equal to the Federal  Funds Rate as
most recently reported in the Wall Street Journal (Eastern Edition) prior to the
date of payment by the Seller. Until payment is made pursuant to this Section 5,
the Seller  shall  hold the same in trust for the  Purchaser's  account.  In the
event that the Seller cannot cause any non-cash Distribution to be re-registered
as set forth above,  it will  promptly  after  receipt  transfer  such  non-cash
Distribution  to the Purchaser  with proper  endorsements  (without  recourse or
warranty,  express or implied) or transfer powers duly endorsed in blank, unless
the  Seller is  prohibited  from the  foregoing  under any law,  rule,  order or
contract  in which case the Seller  will  continue to hold the same in trust for
the Purchaser.  Subject to the occurrence of the Closing Date: (i) if the Seller
receives any documents,  notices or correspondence in respect of the Transferred
Interest or  Transaction  Documents  it shall  promptly  forward the same to the
Purchaser;  (ii) the Purchaser  shall have sole authority to exercise all voting
and other rights and  remedies  with respect to the  Transferred  Interest;  and
(iii) in the event that,  for any reason,  the  Purchaser  is not  permitted  to
exercise  such voting and other rights and  remedies,  the Seller agrees that it
will act or refrain  from  acting in respect of any vote,  decision or act (each
such vote, decision,  act or inaction,  an "Action") to be made by the Seller in
respect of the Transferred Interest strictly in accordance with the instructions
of the Purchaser.

               6. (a) The Purchaser shall indemnify and hold harmless the Seller
(and the Seller's officers, directors,  partners, employees and agents) from any
actual losses, costs or expenses,  including reasonable legal fees and expenses,
which  arise out of or are  incurred  as a result of (i)  breaches of any of the
representations,  warranties,  covenants or agreements  made by the Purchaser in
this Agreement, (ii) any Action taken by the Seller pursuant to the direction of
the Purchaser or any subsequent  holder of the Transferred  Interest pursuant to
Section  5  hereof,  or  (iii)  any  act or  omission  of the  Purchaser  or any
subsequent  holder of the  Transferred  Interest with respect to the Transferred
Interest on or after the Closing Date.

               (b) The Seller shall  indemnify  and hold  harmless the Purchaser
(and the Purchaser's officers,  directors,  partners, employees and agents) from
any  actual  losses,  costs or  expenses,  including  reasonable  legal fees and
expenses,  which arise out of or are incurred as a result of (i) breaches of any
of the Seller's  representations,  warranties,  covenants or agreements  made in
this Agreement or any Transaction Document, (ii) any obligation of the Purchaser
to disgorge,  or otherwise reimburse to the Borrower, or any other party for any
payments  received by the Seller in respect of the Transferred  Interest,  (iii)
any act or omission of the Seller with respect to the Transferred Interest prior
to the Closing  Date,  or (iv) any act or  omission of the Seller in  connection
with its continuing  business  relationship with CVNY or CT&T. In the event that
the Seller is required to make any  payment  pursuant to clause (ii) above,  the
Purchaser  shall assign to the Seller any claim or right the  Purchaser may have
against the Borrower or any other party in respect thereof.

<PAGE>

          7. Each of the  Purchaser  and the Seller  shall pay its own  expenses
incident to this Agreement and the transactions  contemplated hereby. The Seller
shall be responsible for all costs and expenses  reimbursable  under or pursuant
to the Transferred  Interest and the Transaction  Documents which were incurred,
accrued or arose prior to the Closing Date (the  "Pre-Closing  Expenses").  From
and after the Closing Date, the Purchaser  shall be responsible  for the payment
of  all  costs  and  expenses  reimbursable  under  or in  connection  with  the
Transferred Interest and the Transaction  Documents,  other than the Pre-Closing
Expenses.

          8. All notices,  consents,  requests,  and other  communications under
this Agreement shall be in writing and shall be effective:  (a) upon delivery by
hand;  (b) one day after being  deposited with a recognized  overnight  delivery
service;  (c) if  sent  by  facsimile,  upon  receipt  of a  clear  transmission
report--in  each case  addressed  to such  party as  follows  (or to such  other
address as  hereafter  may be  designated  in writing by such party to the other
party):

         If to the Purchaser:

                           Newstart Factors, Inc.
                           2 Stamford Plaza
                           Suite 1501
                           281 Tresser Boulevard
                           Stamford, Connecticut 06901-3238
                           Attention:  James D. Bennett
                           Telephone:  (203) 353-3101
                           Facsimile:  (203) 353-3113

         If to the Seller:

                           LogiMetrics, Inc.
                           50 Orville Drive
                           Bohemia, New York 11716
                           Attention:  President
                           Telephone: (516) 784-4110
                           Facsimile:  (516) 784-4130

          9. 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. Each of the parties hereto irrevocably submits
to the non-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
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 

<PAGE>

irrevocably waives any claim that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum.

          10. The  Purchaser  shall have the right to sell,  assign or otherwise
transfer  the  Transferred  Interest  and  all of  its  rights  and  obligations
hereunder  or any portion  thereof  without the consent of the Seller;  provided
that (i) such transfer shall not violate any law, rule, regulation, order, writ,
judgment,  injunction or decree,  (ii) in connection  with any such transfer the
Purchaser shall obtain a representation from its transferee substantially to the
effect set forth in Section 4.5 hereof,  and (iii) the  Purchaser  shall  remain
primarily   liable   for   the   performance   of  its   obligations   hereunder
notwithstanding any such sale, assignment or transfer unless the Seller consents
thereto (which consent shall not be unreasonably withheld). In the event of such
a sale,  assignment or transfer,  the Seller shall, at the Purchaser's sole cost
and expense,  execute and deliver all documents as the Purchaser may  reasonably
request to effect the  consummation  of such sale,  assignment or transfer.  The
Seller may not assign its obligations  hereunder without the Purchaser's consent
(which consent shall not be unreasonably withheld).

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

          12. This Agreement  constitutes the entire agreement among the parties
with respect to the matters covered hereby and supersedes all previous  written,
oral or implied understandings among them with respect to such matters.

          13. This  Agreement may only be amended or modified in writing  signed
by the party  against whom  enforcement  of such  amendment or  modification  is
sought.

          14. Any of the terms or conditions of this  Agreement may be waived at
any time by the party or parties entitled to the benefit thereof,  but only by a
writing signed by the party or parties waiving such terms or conditions.

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

          16.  Each  of the  Purchaser  and the  Seller  acknowledge  that  this
Agreement  has been  prepared  jointly by the parties  hereto,  and shall not be
strictly construed against either party.

          17.  The  representations,   warranties,   covenants,  agreements  and
indemnities   contained  herein  shall  survive  the  execution,   delivery  and
performance  of this  Agreement  and all  documents to be executed in connection
herewith. This Agreement,  including,  without limitation,  the representations,
warranties,  covenants and indemnities  contained herein,  shall be binding upon
and inure to the benefit of the parties hereto and (subject to Section 10) their
respective successors and assigns.

<PAGE>

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

                                            LOGIMETRICS, INC.




                                            By: /s/ Norman M. Phipps
                                                _________________________
                                                Name:  Norman M. Phipps
                                                Title:  President


                                            NEWSTART FACTORS, INC.


                                            By: /s/ James Bennett
                                                 _________________
                                                 Name:  James Bennett
                                                 Title: