October 23, 1996



CellularVision Technology
& Communications, L.P.
Suite 12
Dag Hammerskjold Boulevard
Freehold, New Jersey 07728

Attention:  Shant Hovnanian, Partner

Dear Shant:

     For the last several weeks we have been discussing the terms and conditions
relating  to CT&T's  purchase  order for four  LogiMetrics  Re-Rads  (as defined
below) and certain  other  equipment  (the "Other  Equipment").  As used herein,
"Re-Rad"  means  an  enclosed  stand-alone  unit,  described  and  specified  as
LogiMetrics Model PA800/KA,  containing an input signal connection for receiving
microwave  signals at  frequencies  between  27.5 and 31.5 GHz from a  receiving
antenna,  a traveling wave tube amplifier for amplifying those signals to a high
power level, an output signal  connection for providing the amplified signals to
an antenna  waveguide,  and all  required  heating or cooling  equipment,  power
supplies,  control, monitoring and auxiliary circuitry. The terms and conditions
of such purchase, as agreed to by us during the course of those discussions, are
as follows:

     1. CT&T hereby  agrees to purchase  the Re-Rads and the Other  Equipment at
the purchase  prices and on the other terms and conditions set forth in Schedule
1 attached  hereto.  All amounts invoiced to CT&T with respect to such purchases
shall be paid in full as set  forth in  Schedule  1. No later  than the close of
business on the second  business day following the execution of a counterpart of
this letter by CT&T (the "Effective  Date"),  CT&T shall make a progress payment
to  LogiMetrics on account of such  purchases of $622,120 (the  "Advance").  The
Advance  shall be credited  against the purchase  price for the  equipment to be
delivered by LogiMetrics hereunder as shown in Schedule 1.

     2. In order to secure  LogiMetrics'  obligation to repay the Advance as set
forth in paragraph 1 above, LogiMetrics hereby grants to CT&T a perfected, first
priority,  purchase money security  interest in and lien on the four Re-Rads and
the Other  Equipment  to be delivered  hereunder,  any  specifically  designated
components intended to constitute a part thereof and all proceeds therefrom (the
"Collateral").  Not later  than the close of  business  on the  Effective  Date,
LogiMetrics   shall  deliver  to  CT&T  fully  executed  UCC-1s   containing  an
appropriate   description  of  the  Collateral  as  set  forth  in  Schedule  2.
LogiMetrics  hereby  consents  to the  filing  of such  UCC-1s  in  such  filing
jurisdictions as CT&T may reasonably specify. Upon the final amortization of the
Advance,  the  security  interest  granted  above shall  terminate  and be of no
further force and effect. At such time, CT&T shall,  promptly  following receipt
of a request therefor from LogiMetrics,  execute and deliver to LogiMetrics such
UCC-3s as LogiMetrics may reasonably  request to evidence the termination of the
security  interest as set forth above.  LogiMetrics  represents  and warrants to
CT&T that the granting of the security  interest  contained in this  paragraph 2
will not  constitute a breach or violation  of, or result in an event of default
under,  or event  which,  with the giving of  notice,  the lapse of time or both
would constitute an event of default under,  LogiMetrics' borrowing arrangements
with its senior lender.

     3. (a) LogiMetrics agrees, for a period extending until five years from the
last purchase of Re-Rads under this Agreement,  not to disclose to any potential
customer,   other  than  CT&T  and  its  Licensees  (as  defined   below),   the
specifications for any product sold or delivered under this Agreement, except to
the extent  that such  specifications  were  already  made public  knowledge  as
specifications  of a commercial  product  offered for  unrestricted  sale.  CT&T
acknowledges that from time to time,  LogiMetrics  publishes a catalog and other
marketing materials that include specifications of the equipment manufactured by
LogiMetrics,  including the Other Equipment.  Accordingly,  notwithstanding  the
restrictions contained in the second preceding sentence,  LogiMetrics shall have
the  right to  continue  to  publish  and to  update  such  catalogs  and  other
materials.

     (b) LogiMetrics  agrees,  for a period  extending until five years from the
last  purchase of Re-Rads  under this  Agreement,  to sell Re-Rads  and/or units
substantially   identical  to  Re-Rads  and/or  other  products   including  the
intellectual property of CT&T embodied in the Re-Rad (collectively,  "Restricted
Products")  only to (i) CT&T and its  successors  and  assigns,  (ii) persons or
entities  designated by CT&T from time to time,  (iii) licensees of CT&T and its
successors  and assigns  ("Licensees"),  and (iv) third  parties  which will use
Restricted  Products solely for purposes other than providing local  multi-point
distribution  service  ("LMDS")  and for other uses not  directly or  indirectly
competitive  with  CT&T and its  Licensees.  If as a result  of an  acquisition,
corporate reorganization,  consolidation or merger, LogiMetrics shall possess or
acquire  information  which  has  not  previously  been  publicly  disclosed  or
intellectual   property  rights  respecting  any  other  product  made  or  sold
especially for CT&T and its Licensees, then such other products shall be subject
to the same sales restriction as Re-Rads, and the specifications  therefor shall
be subject to the disclosure restrictions stated above.

     (c) Except as  provided in this  paragraph  3,  LogiMetrics  shall have the
right to sell any equipment (including, but not limited to, the Other Equipment)
to any third party, the right to license its intellectual  property to any third
parties,  and the right to re-design or create  products  which are derived from
its  intellectual  property  (collectively,  "New Products") so long as such New
Products do not include the  intellectual  property of CT&T.  LogiMetrics  shall
have the right to sell the New  Products to any person or entity for any purpose
whatsoever,  including,  but not limited to, use in the LMDS market,  subject to
any valid patent  rights of CT&T,  and the  provisions  of this  paragraph 3 and
paragraph 5 shall not apply with respect thereto,  except as expressly  provided
in paragraph 4 below. Upon the expiration of such five-year period,  LogiMetrics
shall have the same rights with respect to Restricted  Products that it has with
respect to New Products under the terms hereof.

     4.  Notwithstanding  the  provisions of Section 3, if CT&T or any of CT&T's
employees   shall  make  a  substantial   contribution  or  improvement  to  the
intellectual property rights embodied in the Re-Rad or the Other Equipment after
the date  hereof  (the  "CT&T  Contribution"),  then  LogiMetrics  agrees not to
license any property rights that include the CT&T  Contribution,  or to sell New
Products or Restricted  Products embodying such CT&T Contribution to parties who
are not Licensees  without first  obtaining a license from CT&T, and CT&T agrees
to grant such license on reasonable terms and conditions.

     In order to be valid, any claim that CT&T has made a CT&T Contribution must
be in writing and shall be delivered to LogiMetrics  within a reasonable  period
of time and in no event  more than 90 days  after the  claimed  contribution  or
improvement was first disclosed to LogiMetrics.  In the event that CT&T does not
comply with the provisions of the preceding sentence, it shall be deemed to have
waived any rights it may have to the subject  contribution  or  improvement.  If
LogiMetrics  disputes  any claim that a CT&T  Contribution  has been  made,  the
parties  agree to use their best  efforts to resolve such dispute in good faith.
In the event that the parties are unable to resolve any such  dispute  within 30
days,  the parties shall submit the dispute to binding  arbitration  pursuant to
the  procedures  to be  contained  in the  definitive  Vendor  Supply  Agreement
contemplated by paragraph 6 hereof and shall be bound by the final determination
made thereunder.

     5  LogiMetrics  shall pay to CT&T a  royalty  of two and  one-half  percent
(2.5%) of the net sales  price  (sales  price  less  freight  costs,  discounts,
credits,  returns,  sales taxes, value added taxes and goods and services taxes)
actually  received  from the sale of Re-Rads and Other  Equipment to CT&T or any
Licensee during the period that the selling restrictions  described in paragraph
3 remain in effect.  LogiMetrics  will not be required to pay to CT&T or collect
on CT&T's behalf any royalties with respect to the sale of Re-Rads, New Products
or Other  Equipment,  except  to the  extent  expressly  set forth  above.  CT&T
acknowledges  that  LogiMetrics is currently  engaged in  discussions  which may
result in a business combination  involving  LogiMetrics and another supplier of
CT&T (the "Other Supplier").  Accordingly,  notwithstanding the other provisions
of this paragraph 5, CT&T agrees that LogiMetrics  shall not be obligated to pay
any  royalty to CT&T  pursuant to this  paragraph 5 with  respect to any Re-Rads
sold or otherwise  transferred to any Other Supplier for incorporation  into any
equipment  on which said Other  Supplier  pays a royalty of at least 2.5% of net
selling price to CT&T  (calculated with reference to the net sales price of such
Re-Rad  to the Other  Supplier).  In the event  that any Other  Supplier  pays a
royalty of less than 2.5% of the net selling price of the Re-Rads (calculated as
provided above),  then LogiMetrics  shall be obligated to pay CT&T an additional
royalty  on such  Re-Rads  in an amount  equal to the excess of 2.5% of such net
selling price over the royalty paid by the Other Supplier with respect thereto.

     6. Promptly  following the execution and delivery of this  Agreement by the
parties hereto, CT&T and LogiMetrics shall negotiate in good faith the terms and
conditions of a Vendor Supply Agreement  containing  mutually  acceptable terms,
including certain minimum purchase undertakings by CT&T.

     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. We look forward to a long and mutually
profitable relationship between our two companies.

                                       Cordially yours,

                                     /s/ Norman M. Phipps
                                     ___________________________
                                     Norman M. Phipps



ACCEPTED AND AGREED:

CellularVision Technology & Telecommunications, L.P.



By:      /s/ Shant Hovnanian
         _________________________
         Shant Hovnanian, Partner

Dated:  October 23, 1996