EXHIBIT 10.10

                                December 1, 1997

CellularVision of New York, L.P.
140 58th Street
Loft 9-W
Brooklyn, New York 11220

Attention: John G. Walber, IV,
President and Chief Operating Officer

Dear John:

     As you know, LogiMetrics, Inc. ("LogiMetrics") and mmTech, Inc. ("mmTech")
have  been   engaged   in   discussions   with   CellularVision   Technology   &
Telecommunications,  L.P.  ("CT&T") and various of its  affiliates  for over two
months in an effort to reach mutually  agreeable terms pursuant to which,  among
other  things,  we would  receive  payment in respect  of  equipment  previously
ordered by CellularVision of New York, L.P. ("CVNY") through CT&T. As you know,
because of CT&T's failure to pay amounts due to us, we have, among other things,
suspended  deliveries of new equipment to CVNY and warranty service on equipment
purchased by CVNY.

     In order to resolve these outstanding  matters,  CVNY has proposed to enter
into an agreement directly with LogiMetrics  pursuant to which CVNY would assume
responsibility  for certain  equipment  purchased through CT&T and, in exchange,
LogiMetrics  would  agree that it or rnmTech  would  continue  servicing  CVNY's
equipment  so  long  as  CVNY  continues  to  meet  its  obligations  hereunder.
Accordingly, in consideration of the mutual covenants contained herein and other
consideration,  the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

     1. CVNY  shall pay on behalf of CT&T the sum of  $2,971,694.81  (net of all
royalties, discounts, offsets, damages or other deductions owed to or claimed by
CT&T or CVNY) in respect of  equipment  previously  ordered by CVNY through CT&T
pursuant to the invoices listed on Exhibit A attached hereto (collectively,  the
"Invoices"). CVNY hereby confirms the Invoices.

     2. In partial  payment of the amount set forth in  paragraph 1 above,  CVNY
has  paid to  LogiMetrics  the sum of  $350,000,  receipt  of  which  is  hereby
acknowledged.

     3.  To  evidence  the  remaining  sums  owed  to  LogiMetrics  and  mmTech,
simultaneously  herewith  CVNY is executing  and  delivering  to  LogiMetrics  a
$2,621,694.81  Secured  Promissory Note, in substantially  the form of Exhibit B
attached hereto (the "Note").  To secure its obligations under the Note, CVNY is
also executing and delivering to LogiMetrics  simultaneously  herewith a General
Security Agreement,  in substantially the form of Exhibit C attached hereto (the
"Security Agreement"), pursuant to which CVNY has granted to

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LogiMetrics a first priority  security  interest in the equipment  referenced in
the  Invoices  and the  proceeds  therefrom.  CVNY  further  agrees that it will
promptly execute and deliver to LogiMetrics such other  instruments or documents
as  LogiMetrics  may  reasonably  request in order to evidence  the grant of the
security interest to it (the "Other Loan Documents").

     4. The delivery of Equipment not already in the possession of CVNY shall be
made at such times as the parties hereto may mutually agree from time to time.

     5. In consideration of the payments made and to be made by CVNY pursuant to
the Note and this Agreement,  LogiMetrics has delivered to CVNY (i) two revision
1 traveling wave tube  amplifiers,  serial numbers 9008 and 9016, which CVNY had
previously delivered to LogiMetrics for non-warranty  service, each of which has
been  returned  in  working  order,  (ii) one  revision  2  traveling  wave tube
amplifier, and (iii) one set of high and low voltage and control cables.

     6. LogiMetrics shall cause mmTech to provide a limited warranty on mmTech's
then current form on the transmitting equipment to be purchased by CVNY pursuant
to  Invoices  attached  hereto as  Exhibit E  (collectively,  the  "Transmitting
Equipment")  for a period of two years from the date of shipment (which warranty
shall  be  freely  transferable  to  unaffiliated   third-party   purchasers  of
Transmitting  Equipment);  provided,  however,  that mmTech's standard warranty
shall  apply  with  respect  to any  traveling  wave  tubes  contained  in  such
Transmitting  Equipment with the warranty period thereunder being deemed to have
commenced on the date of invoice by mmTech. At CVNY's request,  LogiMetrics will
or will cause mmTech to use  commercially  reasonable  efforts to cooperate with
CVNY,  at  CVNY's sole  expense,  in  obtaining  extended  warranty  terms  from
unrelated suppliers of components used in the Transmitting Equipment.

     7. So long as CVNY is in full  compliance with the terms of this Agreement,
the Note, the Security Agreement and the Other Loan Documents, LogiMetrics shall
or shall cause mmTech to perform all  warranty  repairs and service on equipment
sold by them to CVNY  (including  equipment  which is  subsequently  re-sold  to
non-aff~liated  third parties) in accordance with the terms of their  respective
limited warranties. The foregoing sentence is not intended to enlarge, extend or
otherwise amend, modify or supplement the terms of such limited warranties.

     8. With  respect to the eight  re-rads  remaining  to be  delivered to CT&T
pursuant to the letter agreement,  dated June 5, 1997 (the "Re-Rad  Agreement"),
CV~Y agrees that, on behalf of CT&T, it will accept delivery and pay for four of
such re-rads no later than January 30, 1998 and the  remaining  four re-rads not
later than March 30, 1998.  CVNY shall pay  LogiMetrics  $85,000 for each re-rad
delivered  to CVNY no later than the close of business on (x) January 30,  1998,
in the case of the re-rads to be purchased on or prior to January 30, 1998,  and
(y) March 30,  1998,  in the case of the re-rads to be  purchased on or prior to
March 30,  1998,  and shall give  LogiMetrics  a credit of $15,000 per re-rad to
amortize the remaining  amount advanced by CT&T to LogiMetrics  under the Re-Rad
Agreement.  All payments by CVNY shall be made by wire  transfer of  immediately
available funds to an account or accounts previously specified by Logimetrics.

     9. LogiMetrics  acknowledges that CVNY is currently negotiating with one or
more  lenders the terms and  conditions  of a proposed  senior  secured  working
capital  facility  (the  "Facility")  and that a portion of the  proceeds of the
Facility will be used to repay certain amounts

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under the Note. Accordingly,  if requested by CVNY, LogiMetrics shall enter into
a  mutually acceptable subordination agreement with the lender or lenders  under
the Facility  pursuant to which  LogiMetrics will agree to subordinate its right
to receive payment of an amount not to exceed (i) $1,853,916,  less (ii) the net
amount  received  by  LogiMetrics  from  the sale or  other  disposition  of any
collateral  securing CVNY's obligations under  Note  to CVNY's obligations under
the Facility.

     10. Except for its rights under (i) this  Agreement,  (ii) the Note,  (iii)
the Security  Agreement,  (iv) the Other Loan Documents,  (v) the Invoices,  and
(vi) the Re-Rad Agreement (collectively,  the "Continuing Agreements"), CVNY, on
its own behalf and on behalf of its affiliates  (other than the CT&T Parties (as
defined below)),  partners,  parents,  subsidiaries,  predecessors,  successors,
assigns,  legal  representatives and any and all persons or entities claiming by
or  through  any of them (the  "CellularVision  Parties"),  hereby  release  and
forever  discharge  LogiMetrics,  mmTech,  and  their  respective  stockholders,
directors,  officers,  employees,  agents and  representatives,  and any and all
persons or  entities  claiming  by or  through  any of them  (collectively,  the
"LogiMetrics  Released  Persons")  of and from any and all  manner  of  actions,
causes of action, suits, account reckonings,  covenants,  agreements,  darnages,
judgments,  claims and demands whatsoever, at law or in equity, whether known or
unknown,  contingent  or matured,  and whether  currently  existing or hereafter
arising,  which the  CellularVision  Parties ever had, now have or may hereafter
have against the  LogiMetrics  Released  Persons arising on or prior to the date
hereof,  however and wherever arising. None of the CellularVision  Parties shall
institute any action,  claim or complaint of whatever  kind or nature  against a
LogiMetrics  Released  Person  in any  federal,  state or  local  court or other
governmental  agency or administrative  tribunal relating to any claim which has
been released hereby.

     Except  for  their  respective  rights  under  the  Continuing  Agreements,
LogiMetrics,  on its own  behalf  and on behalf of mmTech  and their  respective
affiliates,  parents,  subsidiaries,  predecessors,  successors,  assigns, legal
representatives  and any and all persons or entities  claiming by or through any
of them (the "LogiMetrics  Parties"),  hereby release and forever discharge CVNY
and its partners, officers,  employees, agents and representatives,  and any and
all persons or entities  claiming by or through any of them  (excluding the CT&T
Parties  (as  def~ned  below))  (collectively,   the  "CellularVision   Released
Persons")  of and from any and all manner of actions,  causes of action,  suits,
account  reckonings,  covenants,  agreements,  damages,  judgments,  claims  and
demands whatsoever, at law or in equity, whether known or unknown, contingent or
matured,  and  whether  currently  existing  or  hereafter  arising,  which  the
LogiMetrics  Parties  ever  had,  now have or may  hereafter  have  against  the
CellularVision  Released Persons arising on or prior to the date hereof, however
and wherever arising;  provided,  however, that this release shall not extend to
any and all manner of  actions,  causes of action,  suits,  account  reckonings,
covenants,  agreements,  darnages,  judgments, claims and demands whatsoever, at
law or in equity,  whether known or unknown,  contingent or matured, and whether
currently existing or hereafter arising, which the LogiMetrics Parties ever had,
now have or may hereafter have against CT&T, its partners, officers,  employees,
agents and representatives (the "CT&T Parties"). None of the LogiMetrics Parties
shall  institute  any action,  claim or  complaint  of  whatever  kind or nature
against any CellularVision  Released Person in any federal, state or local court
or other

<PAGE>

governmental  agency or administrative  tribunal relating to any claim which has
been released hereby.

     11. So long as CVNY is in full compliance with the terms of this Agreement,
the Note, the Security Agreement and the Other Loan Documents, LogiMetrics shall
not  seek  repayment  from  CT&T for the  equipment  purchased  pursuant  to the
Invoices or commence or maintain any action,  suit, claim or proceeding  seeking
such  repayment from CT&T. The provisions of this Section 10 are not intended to
limit or otherwise  modify  LogiMetrics'  rights under this Agreement or to be a
release of any claim LogiMetrics or mrnTech may have against CT&T.

     12. CVNY hereby represents and warrants to LogiMetrics as follows:

     (a) Such entity is a limited partnership,  duly organized, validly existing
and in good  standing  under the laws of the State of Delaware,  with full power
and  authority  to own or lease  its  property  and  assets  and to carry on its
business as presently conducted.

     (b) Such entity has full power and  authority  to execute and deliver  this
Agreement,  the Note, the Security Agreement and the Other Loan Documents and to
perform its obligations  hereunder and  thereunder,  all of which have been duly
authorized by all requisite partnership and general partner action. Each of this
Agreement,  the Note,  the Security  Agreement and the Other Loan  Documents has
been duly  authorized,  executed and delivered by such entity and  constitutes a
valid  and  binding  obligation  of  such  entity,  enforceable  against  it  in
accordance with its terms.

     (c) Neither the execution  and delivery of this  Agreement,  the Note,  the
Security  Agreement  or the Other Loan  Documents  nor the  performance  by such
entity  of its  obligadons  hereunder  or  thereunder  will (i)  contravene  any
provision  contained in such  entity's  Certificate  of Limited  Partnership  or
partnership  agreement,  (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 reguladon or other restriction of any governmental
authority,  in each case to which such entity is a party or by which it is bound
or to which any of its assets or  properties  are  subject,  (iii) result in the
creadon or imposition of any lien, claim,  charge,  mortgage,  pledge,  security
interest, equity, restricdon or other encumbrance on any of such entity's assets
or  properties  (except  for the  security  interests  created  pursuant  to the
Security Agreement), or (iv) result in the acceleration of, or permit any person
or entity to accelerate or declare due and payable prior to its stated maturity,
any obligation of such entity.

     (d) 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 by such entity of this Agreement, the
Note, the Security Agreement and the Other Loan Documents to which it is a party
or the consummation of the transactions contemplated hereby or thereby.

<PAGE>

     (e) CT&T has  assigned to CVNY all of CT&T's  right,  title and interest in
and to (i) any advances  made to  LogiMetrics  or mmTech on or prior to the date
hereof in respect of the equipment included in the Invoices and (ii) all royalty
payments  to which CT&T may be entitled to receive  from  LogiMetrics  or mmTech
from the sale of (A) the equipment included in the Invoices and (B) transmitting
equipment  purchased by WIC Connexus Ltd. on or prior to the date hereof. A true
and  complete  executed  counterpart  of such  assignment  has  previously  been
provided to LogiMetrics.

     13. This letter  agreement may be executed in  counterparts,  each of which
shall be deemed an original and all of which together  shall  constitute one and
the same  instrument.  This letter agreement shall be governed by, and construed
in accordance with, the internal laws of the State of New Jersey, without regard
to the choice of law provisions thereof.  Each of the parties hereto irrevocably
submits to the exclusive  jurisdiction  of the courts of the State of New Jersey
and the United  States  District  Court for the  District  of New Jersey for the
purpose of any suit,  action,  proceeding or judgment relating to or arising out
of this Note 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 such methods as are  authorized by law. 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 of the parties  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.

     14. This  agreement  shall be binding upon,  and shall inure to the benefit
of,  the  parties  hereto and their  respective  successors,  assigns  and legal
representatives.

                  [remainder of page intentionally left blank]


<PAGE>

     If the foregoing  accurately reflects our mutual  understanding,  please so
indicate by executing a  counterpart  of this  Agreement and returning it to the
undersigned  at which time this  Agreement  shall  become the legal and  validly
binding agreement of the parties hereto.

                                             Very truly yours,
      
                                             /s/Norman M. Phipps
                                             ______________________________
                                             Norman M. Phipps, 
                                             President - LogiMetrics, Inc.

ACCEPTED AND AGREED:

CellularVision of New York, L.P.

By: /s/John G. Walber
    _____________________________________
    John G.Walber, IV, President and Chief
    Operating Officer

Dated: December 1,1997

<PAGE>

Exhibit A

       Invoice Number

          70318
          70411
          71401
         970323
         716012
          71602
         717011
          71901
          97041
          73501
          73503
          72801a
         972202
         972203
        9722021
        9722031
        9722024
          72002
          72101
          72101a
          72402
          72502
          72501
          72702
          72901
          73001
         950324
          96084
           9870
           9833
          97035
          73301
          73501
          70904

<PAGE>


Exhibit B

       Invoice Number

          72601
          72601a
          72704
          72704a
          72703a
          72705
          73506
          73505
          73504
          73507
          73502

<PAGE>

                                                            EXHIBIT C

                           GENERAL SECURITY AGREEMENT

     GENERAL  SECURITY  AGREEMENT,  dated as of December 1, 1997, by and between
CellularVision of New York, L.P., a Delaware limited  partnership  ("Borrower"),
and LogiMetrics, Inc., a Delaware corporation ("Lender").

                                   WITNESSETH

     WHEREAS, Borrower is indebted to Lender in the amount of $2,621,694.81; and

     WHEREAS, in order to evidence the indebtedness  referred to above, Borrower
has delivered to Lender a  $2,621,694.81  Secured  Promissory Note (the "Note");
and

     WHEREAS,  the  Note  is to be  secured  by the  security  interests  in the
Collateral granted herein;

     NOW, THEREFORE,  in consideration of the mutual covenants set forth herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions

     All terms used  herein  which are  defined in Article 1 or Article 9 of the
Uniform  Commercial Code shall have the meanings given therein unless  otherwise
defined in this  Agreement.  All references to the plural herein shall also mean
the singular and to the singular  shall also mean the plural.  All references to
Borrower  and  Lender  pursuant  to the  definitions  set forth in the  recitals
hereto, or to any other person herein, shall include their respective successors
and assigns.  The words "hereof',  "herein",  "hereunder",  "this Agreement" and
words  of  similar  in~port  when  used in this  Agreement  shall  refer to this
Agreement as a whole and not any par-.icular  provision of this Agreement and as
this Agreement now exists or may hereafter be amended,  modified,  supplemented,
extended,  renewed,  restated or  replaced.  An Event of Default  shall exist or
continue or be  continuing  until such Event of Default is waived in  accordance
with Section 7.3. Any accounting  term used herein unless  otherwise  defined in
this  Agreement  shall  have the  meanings  customarily  given  to such  term in
accordance with GAAP. For purposes of this Agreement,  the following terms shall
have the respective meanings given to them below:

     1.1  "Equipment"  shall mean the equipment and machinery of Borrower listed
on Exhibit A hereto,  all attachments,  accessions and property now or hereafter
affixed  thereto  or  used  in  connection  therewith,   and  substitutions  and
replacements thereof, wherever located.

     1.2 "Event of  Default"  shall have the  meaning  set forth in Section  6.1
hereof.

     1.3 "Financing Agreements" shall mean,  collectively,  the Note, the Letter
Agreement,  dated  December 1, 1997,  by and between  Borrower and Lender,  this
Agreement and all notes,


<PAGE>
guarantees, security agreements and other agreements,  documents and instruments
now or at any time hereafter  executed and/or delivered by Borrower or any other
Obligor in  connection  with the Note, as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced.

     1.4  "Obligations"  shall  mean any and all  obligations,  liabilities  and
indebtedness of every kind,  nature and description  owing by Borrower to Lender
and/or its affiliates,  including principal,  interest, charges, fees, costs and
expenses, however evidenced, whether as principal, surety, endorser, Borrower or
otherwise,  whether arising under this Agreement, the other Financing Agreements
or otherwise, whether now existing or hereafter arising, whether arising before,
during or after the initial or any renewal  term of this  Agreement or after the
commencement  of any case with respect to any Borrower  under the United  States
Bankruptcy  Code or any similar  statute  (including,  without  limitation,  the
payment of interest and other  amounts which would accrue and become due but for
the  commencement  of such  case),  whether  direct  or  indirect,  absolute  or
contingent,  joint or several, due or not due, primary or secondary,  liquidated
or unliquidated, secured or unsecured, and however acquired by Lender.

     1.5 "Obligor" shall mean any guarantor, endorser, acceptor, surety or other
person liable on or with respect to the  Obligations  or who is the owner of any
property which is security for the Obligations, other than Borrower.

     1.6 "Person" or "person" shall mean any  individual,  sole  proprietorship,
partnership,  corporation (including,  without limitation, any corporation which
elects Subchapter S status under the Internal Revenue Code of 1986, as amended),
limited liability company,  business trust,  unincorporated  association,  joint
stock corporation,  trust,  joint venture or other entity or any government,  or
any agency or instrumentality or political subdivision thereof.

     1.7  "Records"  shall mean all of  Borrower's  present and future  books of
account of every kind or nature, purchase and sale agreements,  invoices, ledger
cards, bills of lading and other shipping evidence, statements,  correspondence,
memoranda, credit files and other data relating to the Equipment,  together with
the tapes,  disks,  diskettes  and other  data and  software  storage  media and
devices,  file  cabinets or  containers  in or on which the foregoing are stored
(including any rights of Borrower with respect to the foregoing  maintained with
or by any other person).

Section 2. Grant of Securitv Interest

     To secure  payment and  performance  of all  Obligations,  Borrower  hereby
grants to Lender a continuing  security interest in, a lien upon, and a right of
set off  against,  and  hereby  assigns  to Lender as  security,  the  following
property and interests in property,  whether now owned or hereafter  acquired or
existing, and wherever located (collectively, the "Collateral"):

     2.1 all Equipment;

     2.2 all Records; and

<PAGE>

     2.3 all  products and proceeds of the  foregoing,  in any form,  including,
without limitation,  insurance proceeds and any claims against third parties for
loss or damage to or destruction of any or all of the foregoing.

Section 3. Collateral Covenants

     3.1 Equipment Covenants.  With respect to the Equipment: (a) Borrower shall
keep the  Equipment  in good order,  repair,  running and  marketable  condition
(ordinary wear and tear excepted); (b) Borrower shall use the Equipment with all
reasonable care and caution and in accordance  with applicable  standards of any
insurance and in conformity  with all applicable  laws; (c) the Equipment is and
shall be used in Borrower's business and not for personal,  family, household or
farming use; (d) Borrower  shall not remove any Equipment from the locations set
forth or permitted herein,  except to the extent necessary to have any Equipment
repaired or maintained in the ordinary  course of the business of Borrower or to
move  Equipment  directly  from one location  set forth or  permitted  herein to
another such  location and except for the movement of motor  vehicles used by or
for the  benefit  of  Borrower  in the  ordinary  course  of  business;  (e) the
Equipment is now and shall  remain  personal  property  and  Borrower  shall not
permit  any of the  Equipment  to be or  become  a part  of or  affixed  to real
property; and (f) Borrower shall assume all responsibility and liability arising
from the use of the Equipment.

     3.2 Power of Attorney.  Borrower hereby irrevocably designates and appoints
Lender  (and  all  persons   designated  by  Lender)  as  its  true  and  lawful
attorney-in-fact, and authorizes Lender, in Borrower's or Lender's name, to: (a)
at any time an Event of Default or event which with notice or passage of time or
both  would  constitute  an Event  of  Default  exists  or has  occurred  and is
continuing  at any time to (i) take control in any manner of any item of payment
or  proceeds of  Collateral,  (ii) have access to any lockbox or postal box into
which Borrower's mail is deposited, (iii) endorse Borrower's name upon any items
of payment or  proceeds  of  Collateral  and  deposit  the same in the  Lender's
account for application to the  Obligations,  (iv) endorse  Borrower's name upon
any  chattel  paper,  document,  instrument,  invoice,  or similar  document  or
agreement  relating to any  Collateral,  and (v) execute in Borrower's  name and
file  any UCC  financing  statement,  or  amendments  thereto.  Borrower  hereby
releases  Lender and its officers,  employees and designees from any liabilities
arising  from any act or acts under this power of  attorney  and in  furtherance
thereof,  whether of omission or commission,  except as a result of Lender's own
gross  negligence  or  willful  misconduct  as  determined  pursuant  to a final
nonappealable order of a court of competent jurisdiction.

     3.3  Right to Cure.  Lender  may,  at its  option,  at any time an Event of
Default or event which with  notice or passage of time or both would  constitute
an Event of  Default  exists  or has  occurred  and is  continuing  (a) cure any
default by  Borrower  under any  agreement  with a third party or pay or bond on
appeal any judgment  entered  against  Borrower,  (b)  discharge  taxes,  liens,
security  interests or other encumbrances at any time levied on or existing with
respect to the Collateral,  and (c) pay any amount, incur any expense or perform
any act which,  in Lender's  judgment,  is necessary or appropriate to preserve,
protect, insure or maintain the Collateral and

<PAGE>

the  rights of Lender  with  respect  thereto.  Lender  may add any  amounts  so
expended to the  Obligations and charge  Borrower's  account(s)  therefor,  such
amounts  to be  repayable  by  Borrower  on  demand.  Lender  shall  be under no
obligation  to effect such cure,  payment or bonding and shall not, by doing so,
be deemed to have assumed any  obligation  or liability of any of Borrower.  Any
payment made or other action taken by Lender under this Section shall be without
prejudice  to any right to assert an Event of Default  hereunder  and to proceed
accordingly.

     3.4 Access to Premises.  From time to time as  requested by Lender,  at the
cost and expense of  Borrower,  (a) Lender or its designee  shall have  complete
access to all of  Borrower's  premises  during normal  business  hours and after
notice to Borrower, or at any time and without notice to Borrower if an Event of
Default  exists  or  has  occurred  and  is  continuing,  for  the  purposes  of
inspecting,  verifying and auditing the Collateral  and all of Borrower's  books
and records, including,  without limitation, the Records, and (b) Borrower shall
promptly  furnish to Lender  such  copies of such books and  records or extracts
therefrom as Lender may request,  and (c) use during normal  business hours such
of Borrower's personnel,  equipment,  supplies and premises as may be reasonably
necessary for the  foregoing  and if an Event of Default  exists or has occurred
and is continuing for the collection of and realization of other Collateral.

Section 4. Representations and Warranties

     Borrower  hereby  represents  and warrants to Lender the  following  (which
shall survive the execution and delivery of this Agreement):

     4.1  Existence,  Power and Authority:  Subsidiaries.  Borrower is a limited
partnership  duly  organized and in good standing under the laws of its state of
organization.  Borrower is duly qualified as a foreign  partnership  and in good
standing in all states or other jurisdictions where the nature and extent of the
business  transacted by it or the  ownership of assets makes such  qualification
necessary,  except for those  jurisdictions  in which the  failure to so qualify
would not have a material adverse effect on its financial condition,  results of
operation  or business  or the rights of Lender in or to any of the  Collateral.
The execution,  delivery and performance of this Agreement,  the other Financing
Agreements and the  transactions  contemplated  hereunder and thereunder are all
within Borrower's  partnership  powers, have been duly authorized ant are not in
contravention  of  law  or  the  terms  of  Borrower's  certificate  of  limited
partnership,   agreement  of  limited   partnership   or  other   organizational
documentation, or any indenture, agreement or undertaking to which Borrower is a
party or by which  Borrower or its property are bound.  This  Agreement  and the
other Financing  Agreements  constitute legal, valid and binding  obligations of
Borrower enforceable against Borrower in accordance with their respective terms.
Borrower does not have any subsidiaries.

     4.2 Chief  Executive  Office;  Collateral  Locations.  The chief  executive
office of Borrower and Borrower's  Records concerning the Collateral are located
only at the address set forth below Borrower's signature. Each item of Equipment
that has been  delivered  to  Borrower  will be located  within the State of New
York.  Notwithstanding  the foregoing,  Borrower may establish new locations for
the Collateral in accordance with Section 5.2 below.

<PAGE>

     4.3 Trade  Names.  Borrower  does not have or operate  in any  jurisdiction
under any trade names, fictitious names or other names except its legal name.

     4.4 Priority of Liens;  Title to  Properties.  The security  interests  and
liens granted to Lender under this Agreement and the other Financing  Agreements
constitute  valid and perfected  first priority liens and security  interests in
and upon the Collateral  subject only to the liens  permitted  under Section 5.5
hereof.  Borrower has good and  marketable  title to all of its  properties  and
assets subject to no liens, mortgages, pledges, security interests, encumbrances
or charges of any kind,  except  those  granted to Lender and such others as are
specifically permitted under Section 5.5 hereof.

     4.5 Accuracy and Completeness of Information.  All information furnished by
or on behalf of Borrower in writing to Lender in connection  with this Agreement
or any of the other Financing Agreements or any transaction  contemplated hereby
or thereby is true and correct in all material  respects on the date as of which
such information is dated and does not omit any material fact necessary in order
to make such  information not misleading.  No event or circumstance has occurred
which has had or could  reasonably be expected to have a material adverse affect
on the business,  assets or prospects  (financial and other) of Borrower,  which
has not been fully and accurately disclosed to Lender in writing.

     4.6 Survival of Warranties;  Cumulative. All representations and warranties
contained  in this  Agreement  or any of the other  Financing  Agreements  shall
survive the execution and delivery of this  Agreement and shall be  conclusively
presumed to have been relied on by Lender regardless of any  investigation  made
or information possessed by Lender. The representations and warranties set forth
herein  shall be  cumulative  and in  addition to any other  representations  or
warranties  which Borrower shall now or hereafter give, or cause to be given, to
Lender.

Section 5. Affirmative and Negative Covenants

     5.1. Maintenance of Existence.  Borrower shall at all times preserve, renew
and keep in full  force and  effect  its  partnership  existence  and rights and
franchises  with  respect  thereto  and  maintain  in full  force and effect all
permits, licenses,  trademarks, trade names, approvals,  authorizations,  leases
and contracts  necessary to carry on the business as presently or proposed to be
conducted.  Borrower  shall give Lender thirty (30) days prior written notice of
any proposed  change in its partnership  name,  which notice shall set forth the
new name and  Borrower  shall  deliver to Lender a copy of the  amendment to its
Certificate of Limited  Partnership  providing for the name change  certified by
the Secretary of State of the  jurisdiction  of formation of Borrower as soon as
it is available.

     5.2 New Collateral Locations. Borrower may open any new location within the
continental  United States  provided  Borrower (a) gives Lender thirty (30) days
prior  written  notice of the intended  opening of any such new location and (b)
executes and delivers,  or causes to be executed and  delivered,  to Lender such
agreements, documents, and instruments as Lender may

<PAGE>

deem  reasonably  necessary  or  desirable  to  protect  its  interests  in  the
Collateral  at such  location,  including,  without  limitation,  UCC  financing
statements.

     5.3 Insurance.  Borrower  shall,  at all times,  maintain with  financially
sound and reputable  insurers  insurance with respect to the Collateral  against
loss  or  damage  and  all  other  insurance  of the  kinds  and in the  amounts
customarily  insured  against or carried  by Persons of  established  reputation
engaged in the same or similar businesses and similarly situated.  Said policies
of insurance  shall be  satisfactory  to Lender as to form,  amount and insurer.
Borrower  shall  furnish  certificates,  policies or  endorsements  to Lender as
Lender shall require as proof of such insurance, and, if Borrower fail to do so,
Lender is authorized,  but not required, to obtain such insurance at the expense
of  Borrower.  All  policies  shall  provide for at least thirty (30) days prior
written notice to Lender of any  cancellation  or reduction of coverage and that
Lender may act as attorney for Borrower in  obtaining,  and at any time an Event
of  Default  exists or has  occurred  and is  continuing,  adjusting,  settling,
amending and canceling such  insurance.  Borrower shall cause Lender to be named
as a loss payee and an  additional  insured (but without any  liability  for any
premiums)   under  such   insurance   policies   and   Borrower   shall   obtain
non-contributory lender's loss payable endorsements to all insurance policies in
form  and  substance   satisfactory  to  Lender.   Such  lender's  loss  payable
endorsements  shall specify that the proceeds of such insurance shall be payable
to Lender as its interests  may appear and further  specify that Lender shall be
paid  regardless  of any  act or  omission  by  any  of  Borrower  or any of its
affiliates.  At its option,  Lender may apply any insurance proceeds received by
Lender at any time to the cost of repairs or replacement of Collateral and/or to
payment of the  Obligations,  whether or not then due,  in any order and in such
manner as Lender may determine or hold such proceeds as cash  collateral for the
Obligations.

     5.4 Other Information.  Borrower shall promptly notify Lender in writing of
the details of (i) any loss, damage, investigation,  action, suit, proceeding or
claim relating to the Collateral or any other property which is security for the
Obligations  having a value or involving an amount of $25,000 or more,  or which
would result in any material adverse change in Borrower's business,  properties,
assets, goodwill or condition,  financial or otherwise,  and (ii) the occurrence
of any Event of Default or event  which,  with the  passage of time or giving of
notice or both, would constitute an Event of Default.

     5.5 Encumbrances.  Borrower agrees that it shall not create,  incur, assume
or suffer to exist any security  interest,  mortgage,  pledge,  lien,  charge or
other encumbrance of any nature whatsoever on the Collateral,  except: (a) liens
and  security  interests  of Lender;  (b) liens  securing  the payment of taxes,
either not yet  overdue or the  validity  of which are being  contested  in good
faith by appropriate  proceedings  diligently  pursued and available to Borrower
and with respect to which  adequate  reserves  have been set aside on its books;
and (c) nonconsensual  statutory liens (other than liens securing the payment of
taxes) arising in the ordinary course of Borrower's  business to the extent: (i)
such liens  secure  indebtedness  which is not overdue or (ii) such liens secure
indebtedness relating to claims or liabilities which are fully insured and being
defended  at the sole cost and  expense  and at the sole risk of the  insurer or
being contested in good faith by appropriate  proceedings diligently pursued and
available to Borrower, in each case prior to the

<PAGE>

commencement  of  foreclosure or other similar  proceedings  and with respect to
which adequate reserves have been set aside on its books.

     5.6 Costs and Expenses.  Subject to the terms of the Note,  Borrower  shall
pay to Lender on demand  all  costs,  expenses,  filing  fees and taxes  paid or
payable in connection with the preparation,  negotiation,  execution,  delivery,
recording,  administration,  collection, liquidation, enforcement and defense of
the  Obligations,  Lender's rights in the CollateraL  this Agreement,  the other
Financing  Agreements  and  all  other  documents  related  hereto  or  thereto,
including  any  amendments,  supplements  or  consents  which may  hereafter  be
contemplated  (whether or not  executed) or entered  into in respect  hereof and
thereof,  including, but not limited to: (a) all costs and expenses of filing or
recording  (including Uniform  Commercial Code financing  statement filing taxes
and fees, documentary taxes,  intangibles taxes and mortgage recording taxes and
fees, if  applicable);  (b) all title  insurance and other  insurance  premiums,
appraisal  fees and  search  fees;  (c) costs and  expenses  of  preserving  and
protecting the Collateral; (d) costs and expenses paid or incurred in connection
with obtaining payment of the Obligations,  enforcing the security interests and
liens of  Lender,  selling  or  otherwise  realizing  upon the  Collateral,  and
otherwise  enforcing the  provisions of this  Agreement and the other  Financing
Agreements or defending any claims made or threatened against Lender arising out
of  the  transactions  contemplated  hereby  and  thereby  (including,   without
limitation, preparations for and consultations concerning any such matters); and
(e) the fees and disbursements of counsel (including legal assistants) to Lender
in connection with any of the foregoing.

     5.7 Further Assurances.  At the request of Lender at any time and from time
to time,  Borrower shall, at its expense,  at any time or times duly execute and
deliver,  or cause to be duly executed and delivered,  such further  agreements,
documents and  instruments,  and do or cause to be done such further acts as may
be necessary or proper to evidence,  perfect,  maintain and enforce the security
interests and the priority thereof in the Collateral and to otherwise effectuate
the  provisions  or purposes  of this  Agreement  or any of the other  Financing
Agreements. Where permitted by law, Borrower hereby authorizes Lender to execute
and file one or more UCC financing statements signed only by Lender.

     5.8 Release of  Collateral.  Borrower shall have the right to sell any part
of the Collateral  free and clear of the security  interest and liens created by
this  Agreement,  provided that the net proceeds of any such sale are applied to
reduce  the  Obligations  (a  "Permitted  Sale").  In  connection  with  the any
Permitted Sale,  Lender,  at the request and expense of the Borrower,  will duly
assign  transfer and deliver to Borrower such of the Collateral as is then being
so sold and as may be in the  possession of Lender.  At the request of Borrower,
Lender shall, at Borrower's  expense,  duly execute and deliver,  or cause to be
duly executed and delivered, such further agreements, documents and instruments,
and do or cause to be done such  further  acts as may be  necessary or proper to
evidence the release of the security  interest and liens on the Collateral being
sold in any such Permitted Sale.

<PAGE>

Section 6. Events of Default and Remedies

     6.1 Events of Default.  The occurrence or existence of any Event of Default
under the Note is referred to herein individually as an "Event of Default",  and
collectively as "Events of Default".

     6.2 Remedies.

          (a) At any time an Event of  Default  exists  or has  occurred  and is
continuing,  Lender  shall  have  all  rights  and  remedies  provided  in  this
Agreement, the other Financing Agreements, the Uniform Commercial Code and other
applicable law, all of which rights and remedies may be exercised without notice
to or consent  by  Borrower  or any other  Obligor,  (except  as such  notice or
consent is expressly  provided for hereunder or required by applicable  law. All
rights, remedies and powers granted to Lender hereunder,  under any of the other
Financing  Agreements,  the Uniform Commercial Code or other applicable law, are
cumulative,   not   exclusive   and   enforceable,   in   Lender's   discretion,
alternatively,  successively,  or concurrently on any one or more occasions, and
shall include,  without limitation,  the right to apply to a court of equity for
an  injunction  to  restrain a breach or  threatened  breach by Borrower of this
Agreement or any of the other Financing  Agreements.  Lender may, at any time or
times,  proceed  directly  against  Borrower or any other Obligor to collect the
Obligations without prior recourse to the Collateral.

          (b) Without  limiting the  foregoing,  at any time an Event of Default
exists or has  occurred and is  continuing,  Lender may, in its  discretion  and
without  limitation,  (i) accelerate the payment of all  Obligations  and demand
immediate payment thereof to Lender (provided,  that, upon the occurrence of any
Event of Default described in clause (x) of the definition  thereof in the Note,
all Obligations shall  automatically  become immediately due and payable),  (ii)
with or without judicial process or the aid or assistance of others,  enter upon
any  premises  on or in which  any of the  Collateral  may be  located  and take
possession of the Collateral or complete processing, manufacturing and repair of
all or any portion of the  Collateral,  (iii)  require  Borrower,  at Borrower's
expense,  to  assemble  and  make  available  to  Lender  any part or all of the
Collateral at any place and time designated by Lender, (iv) collect,  foreclose,
receive, appropriate, setoff and realize upon any and all Collateral, (v) remove
any or all of the  Collateral  from any  premises on or in which the same may be
located for the purpose of effecting the sale,  foreclosure or other disposition
thereof or for any other purpose, (vi) sell, lease, transfer, assign, deliver or
otherwise  dispose of any and all  Collateral  (including,  without  limitation,
entering into  contracts  with respect  thereto,  public or private sales at any
exchange,  broker's  board, at any office of Lender or elsewhere) at such prices
or terms as Lender  may deem  reasonable,  for cash,  upon  credit or for future
delivery,  with the Lender having the right to purchase the whole or any part of
the Collateral at any such public sale, all of the foregoing being free from any
right or equity of redemption  of Borrower,  which right or equity of redemption
is hereby expressly waived and released by Borrower. If any of the Collateral is
sold or  leased  by  Lender  upon  credit  terms  or for  future  delivery,  the
Obligations  shall not be reduced as a result thereof until payment  therefor is
finally  collected by Lender. If notice of disposition of Collateral is required
by law,  five (5) days prior notice by Lender to Borrower  designating  the time
and place of any public sale or the time

<PAGE>

after which any private sale or other  intended  disposition of Collateral is to
be made, shall be deemed to be reasonable notice thereof and Borrower waives any
other  notice.  In  the  event  Lender  institutes  an  action  to  recover  any
Collateral,  or seeks recovery of any  Collateral by way of prejudgment  remedy,
Borrower waives the posting of any bond which might otherwise be required.

          (c) Lender may apply the cash proceeds of Collateral actually received
by  Lender  from  any  sale,  lease,  foreclosure  or other  disposition  of the
Collateral to payment of the Obligations,  in whole or in part and in such order
as Lender may elect,  whether or not then due.  Borrower  shall remain liable to
Lender for the payment of any  deficiency  with  interest  at the  highest  rate
provided  for  in  the  Note  and  all  costs  and  expenses  of  collection  or
enforcement, including attorneys, fees and legal expenses.

Section 7. Jury Trial Waiver; Other Waivers and Consents: Governing Law

     7.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver.

          (a) This  Agreement  shall be governed by, and construed in accordance
with,  the internal  laws of the State of New Jersey,  without  reference to the
choice of law principles thereof.

     (b) Borrower hereby  irrevocably  consents and submits to the non-exclusive
jurisdiction  of the Superior  Court for any county in New Jersey and the United
States  District  Court for the District of New Jersey and waives any  objection
based on venue or forum non  conveniens  with  respect to any action  instituted
therein  arising  under this  Agreement  or in any way  connected  or related or
incidental  to the dealings of Borrower and Lender in respect of this  Agreement
or the  transactions  related  hereto,  in each case  whether  now  existing  or
hereafter  arising,  and whether in contract,  tort,  equity or  otherwise,  and
agrees that any dispute with respect to any such matters  shall be heard only in
the courts described above (except that Lender shall have the right to bring any
action or  proceeding  against  Borrower or any of its property in the courts of
any other  jurisdiction  which Lender deems necessary or appropriate in order to
realize on the Collateral or to otherwise enforce its rights against Borrower or
its property).

          (c) Borrower  hereby  waives  personal  service of any and all process
upon it and  consents  that all such service of process may be made by certified
mail  (return  receipt  requested)  directed  to its  address  set  forth on the
signature  pages hereof and service so made shall be deemed to be completed five
(5) days after the same shall have been so deposited in the U.S.  mails,  or, at
Lender's option, by service upon Borrower in any other manner provided under the
rules of any such courts.  Within thirty (30) days after such service,  Borrower
shall appear in answer to such process,  failing which  Borrower shall be deemed
in default and judgment may be entered by Lender against Borrower for the amount
of the claim and other relief requested.

          (d)  BORROWER  HEREBY  WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND,  ACTION OR CAUSE OF ACTION (i) ARISING  UNDER TH[S  AGREEMENT OR (ii) IN
ANY WAY CONNECTED WITH OR RELATED OR

<PAGE>

INCIDENTAL  TO THE DEALINGS OF BORROWER AND LENDER IN RESPECT OF THIS  AGREEMENT
OR THE  TRANSACTIONS  RELATED  HERETO,  IN EACH CASE  WHETHER  NOW  EXISTrNG OR
HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.  BORROWER
HEREBY  AGREES AND  CONSENTS  THAT ANY SUCH  CLAIM,  DEMAND,  ACTION OR CAUSE OF
ACTION  SHALL BE  DECIDED BY COURT  TRIAL  WITHOUT A JURY AND THAT  BORROWER  OR
LENDER MAY FILE AN ORIGINAL  COUNTERPART  OF A COPY OF THIS  AGREEMENT  WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF BORROWER AND LENDER TO THE WAIVER OF
THEIR RIGHT TO TRIAL BY JURY.

          (e) Lender shall not have any liability to Borrower  (whether in tort,
contract,  equity or  otherwise)  for losses  suffered by Borrower in connection
with, arising out of, or in any way related to the transactions or relationships
contemplated  by this  Agreement,  or any act,  omission or event  occurring  in
connection  herewith,  unless  it is  determined  by a final  and  nonappealable
judgment  or court  order  binding on Lender  that the losses were the result of
acts or  omissions  of Lender  constituting  Lender's  own gross  negligence  or
willful  misconduct.  In any such  litigation,  Lender  shall be entitled to the
benefit of the rebuttable  presumption  that it acted in good faith and with the
exercise  of  ordinary  care  in the  performance  by it of the  terms  of  this
Agreement and the other Financing Agreements.

     7.2  Waiver  of  Notices.   Borrower   hereby   expressly   waives  demand,
presentment,  protest and notice of protest and notice of dishonor  with respect
to any and all instruments and commercial  paper,  included in or evidencing any
of the Obligations or the Collateral,  and any and all other demands and notices
of any kind or nature whatsoever with respect to the Obligations, the Collateral
and this Agreement,  except such as are expressly provided for herein. No notice
to or demand on Borrower  which Lender may elect to give shall entitle  Borrower
to any  other  or  further  notice  or  demand  in the  same,  similar  or other
circumstances.

     7.3 Amendments and Waivers. Neither this Agreement nor any provision hereof
shall be amended, modified, waived or discharged orally or by course of conduct,
but only by a written  agreement  signed by an  authorized  officer  of  Lender.
Lender  shall not, by any act,  delay,  omission or  otherwise be deemed to have
expressly or impliedly  waived any of its rights,  powers and/or remedies unless
such waiver shall be in writing and signed by an  authorized  officer of Lender.
Any such waiver shall be enforceable  only to the extent  specifically set forth
therein.  A waiver  by  Lender  of any  right,  power  and/or  remedy on any one
occasion  shall not be construed as a bar to or waiver of any such right,  power
and/or remedy which Lender would otherwise have on any future occasion,  whether
similar in kind or otherwise.

     7.4 Waiver of  Counterclaims.  Borrower  waives all rights to interpose any
claims,  deductions,   setoffs  or  counterclaims  of  any  nature  (other  then
compulsory  counterclaims)  in any  action or  proceeding  with  respect to this
Agreement,  the Obligations,  the Collateral or any matter arising  therefrom or
relating hereto or thereto.

     7.5  Indemnification.  Borrower  shall  indemnify and hold Lender,  and its
directors,  agents, employees and counsel, harmless from and against any and all
losses, claims, damages, liabilities,

<PAGE>
costs or  expenses  imposed on,  incurred by or asserted  against any of them in
connection with any litigation,  investigation, claim or proceeding commenced or
threatened  related  to  the  negotiation,   preparation,  execution,  delivery,
enforcement, performance or administration of this Agreement, or any undertaking
or proceeding related to any of the transactions contemplated hereby or any act,
omission, event or transaction related or, attendant thereto, including, without
limitation,  amounts paid in settlement,  Court costs, and the fees and expenses
of  counsel.  To the extent  that the  undertaking  to  indemnify,  pay and hold
harmless set forth in this Section may be unenforceable  because it violates any
law or  public  policy,  Borrower  shall  pay the  maximum  portion  which it is
permitted to pay under  applicable law to Lender in  satisfaction of indemnified
matters under this Section. The foregoing indemnity shall survive the payment of
the Obligations,  the termination of this Agreement and the payment of the Note.
All of the foregoing  costs and expenses  shall be part of the  Obligations  and
secured by the Collateral.

Section 8. Miscellaneous

     8.1  Notices.  All  notices,  requests  and demands  hereunder  shall be in
writing  and (a) made to Lender at 50 Orville  Drive,  Bohemia,  New York 11716,
Attention:  Norman M. Phipps,  and to Borrower at its chief executive office set
forth  below,  or to such other  address as any party may  designate  by written
notice to the others in accordance with this  provision,  and (b) deemed to have
been given or made: if delivered in person,  immediately  upon  delivery;  if by
telex,  telegram or facsimile  transmission,  immediately  upon sending and upon
confirmation of receipt; if by nationally  recognized  overnight courier service
with  instructions  to deliver the next business day, one (1) business day after
sending; and if by certified mail, return receipt requested, five (5) days after
mailing.

     8.2 Partial  Invalidity.  If any provision of this  Agreement is held to be
invalid  or  unenforceable,   such  invalidity  or  unenforceability  shall  not
invalidate  this Agreement as a whole,  but this Agreement shall be construed as
though  it did not  contain  the  particular  provision  held to be  invalid  or
unenforceable  and the rights and  obligations of the parties shall be construed
and enforced only to such extent as shall be permitted by applicable law.

     8.3  Successors.  This  Agreement  shall be binding  upon  Borrower and its
successors  and assigns and inure to the benefit of and be enforceable by Lender
and its successors  and assigns,  except that Borrower may not assign its rights
under this Agreement without the prior written consent of Lender.  Any purported
assignment in violation of this Section 8.3 shall be null and void ab initio.

     8.4 Entire  Agreement.  This  Agreement,  any supplements  hereto,  and any
instruments  or documents  delivered or to be delivered in  connection  herewith
represent the entire agreement and  understanding  concerning the subject matter
hereof and thereof  between the parties  hereto,  and  supersede all other prior
agreements,  understandings,   negotiations  and  discussions,  representations,
warranties,  commitments, proposals, offers and contracts concerning the subject
matter hereof, whether oral or written.

<PAGE>

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

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
signed by the  undersigned,  "hereunto  duly  authorized,  as of the date  first
written above.

 ATTEST:                                    CELLULARVISION OF NEW YORK, L.P.

                                            By:

_______________________________             ____________________________________
 Name:                                      John G. Walber, IV, President
                                            and Chief Operating Officer

          Chief Executive Office:           140 58th Street
                                            Loft 9-W
                                            Brooklyn, New York 11220

 ATTEST:                                         LOGIMETRICS, INC.

______________________________              By:_________________________________
 Name:                                         Norman M. Phipps, President

<PAGE>


                                                                      EXHIBIT D
                             [DELETED BY AMENDMENT]

<PAGE>

                                                                 EXHIBIT E

                             TRANSMITTING EQUIPMENT

     INVOICE NUMBER

          72601
          72704
          72703a
          72705
          73506
          73505
          73504
          73507