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     December 20, 1995

     By Telecopy and Federal Express
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     PERSONAL AND CONFIDENTIAL

     LogiMetrics, Inc.
     121-03 Dupont Street
     Plainview, New York  11803

              Attention:       Mr. Murray H. Feigenbaum, President

     Gentlemen:

     You  have  advised  us  that  LogiMetrics,  Inc.,  a Delaware  corporation,
     including  its   subsidiaries,  divisions  and  affiliates   (collectively,
     "LogiMetrics"   or   the   "Company")  has   expressed   an   interest   in
     recapitalizing  its balance  sheet and  restructuring  its other  financial
     arrangements,  by  means,  inter  alia,  of  issuance(s) of  securities  in
     amounts of up to  US$3,000,000 (collectively, the "Transaction").   Phipps,
     Teman &  Company,  L.L.C. ("PTC"),  in  conjunction  with SFM  Group,  Ltd.
     ("SFM")  are  pleased   to  act  as  co-exclusive  financial   advisors  to
     LogiMetrics  in  connection   with  providing  certain  financial  advisory
     services   relating  to  the  Transaction.    This  letter  agreement  (the
     "Advisory  Agreement")  is  to  confirm  our  understanding  and  agreement
     regarding the  co-exclusive engagement by  LogiMetrics of PTC  and SFM with
     respect to the matters referred to herein.

     1.       LogiMetrics hereby  engages PTC  and SFM on  a co-exclusive  basis
              to:   (i)  advise with  respect to  the proposed  financing(s) and
              capital structure  in order  to effect  the Transaction;  and (ii)
              provide such other financial  advisory services from time  to time
              as may  be mutually agreed  upon by and among  the parties hereto,
              and which may be the subject of a separate advisory agreement.

     2.       PTC and SFM hereby accept the engagement described in paragraph  1
              above and, in that connection, agree that they will, inter alia:

                      (a)      examine publicly  available documents  and  other
                               information provided by  the Company, and perform
                               such other analyses as may be necessary to assist
                               in ascertaining a range of approximate values for
                               the Company;

                      (b)      assist in the negotiations with and presentations
                               to  subordinated  lenders,  equity  investors and
                               other parties required to effect the Transaction;
                               and
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                      (c)      severally use  their best  efforts to  assist the
                               Company in obtaining  the financing(s)  necessary
                               to  consummate  the  Transaction  on commercially
                               reasonable terms and conditions.

     3.               (a)      In consideration of  the services to be  provided
                               pursuant to  the  terms  of  paragraph  2  above,
                               LogiMetrics   agrees  that   the  terms   of  any
                               Transaction  that may  be effected  shall provide
                               that PTC and SFM,  collectively, shall be paid at
                               the closing date of the Transaction (the "Closing
                               Date"), an advisory fee  which shall equal: (A) a
                               cash payment  (the "Cash  Fee") in the  amount of
                               Three Hundred Thousand  and 00/100  ($300,000.00)
                               Dollars,  plus (B)  warrants, exercisable  at any
                               time from the date  of issuance over a period  of
                               seven   (7)  years,   to  purchase   one  million
                               (1,000,000)  shares  of  the  Company's  Class  A
                               common  stock at a price of  $0.40 per share (the
                               "Warrant Fee") (the Cash  Fee and the Warrant Fee
                               being collectively  referred  to  herein  as  the
                               "Advisory Fee").

                      (b)      In  addition to  the consideration  set  forth in
                               paragraph  3(a)  above,   LogiMetrics  agrees  to
                               reimburse  PTC and  SFM  promptly,  upon requests
                               made  by PTC and  SFM from time to  time, for the
                               reasonable  out-of-pocket expenses of PTC and SFM
                               incurred in connection with the activities of PTC
                               and SFM under this Advisory Agreement, including,
                               without  limitation,  the   reasonable  fees  and
                               disbursements  of  their   legal  counsel  in  an
                               aggregate amount of not more than US$5,000.00.

     4.       PTC  and SFM shall not  be liable for, or  have their compensation
              hereunder reduced  by, any  obligation LogiMetrics or  anyone else
              may  incur to any  third party in connection  with the Transaction
              or any transaction contemplated herein.

     5.       At the Closing  Date, and until December 31, 1998,  PTC shall have
              the right  to appoint three (3)  directors, and SFM has  the right
              to appoint two (2) directors to the Company's Board of  Directors.
              It is  hereby agreed that  PTC shall appoint  Messrs. Lawrence  I.
              Schneider, Richard  K. Laird  and Norman M.  Phipps (collectively,
              the "PTC Director Nominees") to the  Company's Board of Directors.
              It  is  hereby  agreed  that SFM  shall  appoint  Messrs.   Alfred
              Mendelsohn  and Mark  Fisher to  the Company's Board  of Directors
              (the "SFM  Director Nominees").  Subsequent  to the appointment of
              the PTC  Director Nominees  and  the  SFM Director  Nominees,  the
              Company's Board  of  Directors  shall  be  comprised  of  six  (6)
              directors.


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              Further,  Messrs. Murray  H.  Feigenbaum and  Jerome  Deutsch (the
              "Principals") hereby agree  that they shall, at the  Closing Date,
              grant an  irrevocable proxy coupled  with an interest  to each  of
              PTC  and  SFM  (collectively,  the  "Principals' Proxy")  each  in
              respect of  fifty percent  (50.0%)  of all  the shares  of  common
              stock  of the Company owned of record  by the Principals, or which
              are eligible to be voted by the Principals as stockholders of  the
              Company (the "Shares"), for  the following exclusive purposes: (i)
              voting the  shares in favor  of the election of  three (3) persons
              to be designated by PTC and two  (2) persons designated by SFM  as
              members of the  Company's board of directors, and (ii)  voting the
              shares with respect to any of the following matters: (a)  mergers,
              diveritures   and   acquisitions;  and   (b)   sale   of   all  or
              substantially  all  of the  Company's  assets.    Each Principal's
              Proxy  shall not  be revokable  or revoked  by the  Principals, is
              coupled with an interest and shall be binding upon the  respective
              heirs and personal representatives  until the earlier to occur (x)
              December  31, 1998,  or  (y)  in respect  of each  Principal,  the
              earliest  of (A) the  date upon which the  Company terminates that
              certain  employment  agreement with  each  Principal  dated  as of
              January  21,  1994 (the  "Employment  Agreement")  other  than for
              Cause  (as that term  is defined in the  Employment Agreement), or
              (B) the  date  the  Employment  Agreement  expires  by  its  terms
              (unless  the  Company  and the  Principals  have  entered into  an
              extension or renewal of the Employment Agreement).

     6.       LogiMetrics agrees to indemnify  PTC and SFM and  their affiliates
              and  their  respective members,  directors,  officers,  employees,
              representatives,   attorneys,   partners   and   agents  (or   the
              equivalent  of any  of  the  foregoing) (PTC,  SFM and  each  such
              person being and  "Indemnified Party")  from and  against any  and
              all losses, claims, damages and liabilities, joint  or several, to
              which  such  Indemnified  Party   may  become  subject  under  any
              applicable  federal  or  state law,  or  otherwise, related  to or
              arising  out  of  any   services  contemplated  by  this  Advisory
              Agreement or the  engagement of PTC and  SFM pursuant to, and  the
              performance by PTC  and SFM of the services contemplated  by, this
              Advisory Agreement  and will  reimburse any Indemnified  Party for
              all  expenses (including  reasonable  fees and  expenses  of legal
              counsel)   as   they  are   incurred   in   connection   with  the
              investigation of,  preparation for or  defense of  any pending  or
              threatened claim  or any  action or proceeding  arising therefrom,
              whether or not  such Indemnified  Party is a  party thereto.   The
              Company  shall not  be liable  to an  Indemnified Party  under the
              foregoing indemnification  provision to the extent  that any loss,
              claim, damage, liability  or expense is found in a  final judgment
              by a  court of  competent jurisdiction to have  resulted primarily
              from  the   willful  misconduct   or  gross  negligence   of  that
              Indemnified Party.

              In the  event of the  assertion against any  Indemnified Party  of
              any  such  claim  or  the  commencement  of  any  such  action  or

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              proceeding as  described in  the preceding paragraph,  the Company
              shall be entitled to participate in such action or proceeding  and
              in  the investigation  of such  claim  and, after  written consent
              from PTC and  SFM, to assume the investigation  or defense of such
              claim, action or proceeding with  counsel of the Company's  choice
              at  the Company's  expense;  provided however,  that  such counsel
              shall be reasonably satisfactory to PTC and SFM.

              Notwithstanding the  Company's election  to assume the  defense or
              investigation  of such  claim, action or  proceeding, PTC  and SFM
              shall have  the right to employ  separate counsel if:   (i) in the
              written opinion of counsel  to PTC and SFM, use of counsel  of the
              Company's  choice would be  reasonably expected to give  rise to a
              conflict of  interest; (ii) the  Company shall  not have  employed
              counsel  reasonably satisfactory  to PTC and SFM  to represent the
              Indemnified Party  within a  reasonable time  after notice of  the
              institution of  any such  litigation or  proceeding; or  (iii) the
              Company shall authorize PTC and SFM in writing to employ  separate
              counsel at the Company's expense.

              The rights, powers  and authority accorded PTC, SFM and  the other
              Indemnified  Parties  by  the  foregoing  provisions shall  be  in
              addition to any rights that PTC, SFM or any Indemnified  Party may
              have at common law or otherwise and shall survive the  termination
              of this Advisory Agreement.

              If  for  any  reason the  above-described  indemnification  rights
              shall  be unavailable to any Indemnified  Party or insufficient to
              hold  it  harmless  as and  to  the  extent  contemplated  by  the
              preceding  paragraphs, then  the Company  shall contribute  to the
              amount  paid or payable  by the applicable Indemnified  Party as a
              result  of  such  loss,  claim,   damage  or  liability  in   such
              proportion  as is  appropriate  to reflect  the  relative benefits
              received by  it,  on the  one hand,  and PTC,  SFM  and any  other
              applicable Indemnified  Party, as the  case may be,  on the  other
              hand,  and also the relative fault of the Company and PTC, SFM and
              any other  applicable Indemnified Party,  as the case  may be,  as
              well as any other relevant equitable considerations.

     7.       The  term of  the  engagement  with PTC  and SFM  hereunder  shall
              extend from  the date  hereof through  September 30,  1996  unless
              terminated  by  any  party  hereto  on  account  of  the   default
              hereunder or of another party.

     8.       Any  such termination referred  to in paragraph 7  hereof shall be
              effected  on not less  than thirty (30) days  prior written notice
              to  all other parties to this Advisory Agreement.  Notwithstanding
              the   foregoing,  upon   any   termination  of   PTC's  engagement
              hereunder, all the  provisions hereof relating  to the  payment of
              PTC's  expenses and the indemnification  of PTC shall  survive any
              such termination.   PTC and SFM shall be entitled  to the Advisory
              Fee  if, within twelve  (12) months after the  termination of this

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              Advisory Agreement for any  reason, LogiMetrics, or any affiliated
              party  thereof, shall  consummate the  Transaction or  any similar
              transaction with  any party  or parties introduced  to LogiMetrics
              by PTC or SFM.

     9.       LogiMetrics, PTC and SFM  agree that PTC and SFM shall be  the co-
              exclusive financial advisors to  the Company and any partner,  co-
              venturer  or associate  of the  Company  that participates  in the
              Transaction  or any reasonably similar  transaction.  LogiMetrics,
              PTC and SFM  further agree that  each will give the  other parties
              prior notice of and consult with  the other party prior to  taking
              any  significant action  in  connection  with or  relating  to the
              Transaction or any of the transactions contemplated hereby.

     10.      The  Company  agrees  that,  during  the  term  of  this  Advisory
              Agreement, (a)  it will  provide  PTC and  SFM with  complete  and
              accurate  information  with   respect  to  any  matter  reasonably
              requested by PTC and SFM; (b) none of the information provided  to
              PTC  and SFM  in  connection  with  this  Advisory  Agreement,  or
              presented in  any  written material  provided by  the Company  and
              used  by  PTC  and  SFM  for  any  purpose  under  this   Advisory
              Agreement, will contain  any untrue statement  of a  material fact
              or omit to state a  material fact required to be stated therein or
              necessary to make the statements made therein not misleading;  and
              (c)  the Company will promptly inform  PTC and SFM of any material
              change or development in its business, property or prospects.

     11.      This  Advisory Agreement  shall be  governed by  and construed  in
              accordance with  the internal  laws of the State  of New  York and
              any  disputes shall be  subject to the jurisdiction  of the courts
              of the State of New York.

     12.      The rights and privileges granted to each of  PTC and SFM pursuant
              to this  Advisory Agreement may be assigned by  either or both PTC
              or SFM to any of their affiliates, respectively.


















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     Please confirm that  the foregoing correctly  sets forth  our agreement  by
     signing and returning  to PTC and SFM  the duplicate copy of  this Advisory
     Agreement enclosed herewith.

     Yours truly,

     PHIPPS, TEMAN & COMPANY, L.L.C.   SFM GROUP, LTD.



     By: /s/ Norman M. Phipps          By: /s/ Lawrence I. Schneider
         ---------------------------       -------------------------
         Norman M. Phipps                  Lawrence I. Schneider



     ACCEPTED AND AGREED
     THIS ___ DAY OF DECEMBER, 1995

     LOGIMETRICS, INC.



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

























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