LOGIMETRICS INC, SB-2/A, 1998-07-10

LOGIMETRICS INC
SB-2/A, 1998-07-10
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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Registration No. 333-51459

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LOGIMETRICS, INC.
(Exact name of registrant as specified in its charter)

Delaware 3663 11-2171701
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

50 Orville Drive, Bohemia, New York 11716
(516) 784-4110
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Norman M. Phipps, President
LogiMetrics, Inc.
50 Orville Drive, Bohemia, New York 11716
(516) 784-4110
(Name and address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
John D. Hogoboom, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2500

Approximate date of commencement of proposed sale to the public: From
time to time after the Registration Statement becomes effective as determined by
the Selling Securityholders.

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, please check the following box. [ ]

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION, DATED JULY ___, 1998

PROSPECTUS

LOGIMETRICS, INC.

62,398,910 Shares of Common Stock

Amended and Restated Common Stock Purchase Warrants - Series A
Amended and Restated Common Stock Purchase Warrants - Series B
Common Stock Purchase Warrants - Series C
Common Stock Purchase Warrants - Series D
Common Stock Purchase Warrants - Series E
Common Stock Purchase Warrants - Series F
Common Stock Purchase Warrants - Series G
Common Stock Purchase Warrants - Series H
Common Stock Purchase Warrants - Series I
28 Shares of Series A 12% Cumulative Convertible Redeemable Preferred Stock

This Prospectus relates to (i) 62,398,910 shares common stock, par
value $.01 per share ("Common Stock"), of LogiMetrics, Inc. (the "Company"),
(ii) Amended and Restated Common Stock Purchase Warrants - Series A ("Series A
Warrants"), (iii) Amended and Restated Common Stock Purchase Warrants - Series B
("Series B Warrants"), (iv) Common Stock Purchase Warrants - Series C ("Series C
Warrants"), (v) Common Stock Purchase Warrants - Series D ("Series D Warrants"),
(vi) Common Stock Purchase Warrants - Series E ("Series E Warrants"), (vii)
Common Stock Purchase Warrants - Series F ("Series F Warrants"), (viii) Common
Stock Purchase Warrants - Series G ("Series G Warrants"), (ix) Common Stock
Purchase Warrants - Series H ("Series H Warrants"), (x) Common Stock Purchase
Warrants - Series I ("Series I Warrants") (collectively, the "Warrants"), and
(xi) 28 shares of Series A 12% Cumulative Convertible Redeemable Preferred
Stock, stated value $50,000 per share (the "Series A Preferred Stock and,
together with the Common Stock and the Warrants, the "Securities"). Certain of
the Securities are to be offered and sold from time to time for the accounts of
the selling securityholders set forth herein (the "Selling Securityholders").
Included in the Securities are certain Optional Securities (as defined below)
which may be offered and sold by the Selling Securityholders in the event they
are acquired from the Company. In addition, this Registration Statement covers
an aggregate of 17,550,930 shares of Common Stock which may be offered and sold
from time to time by the Company upon exercise of the Warrants by the holders
thereof, including Warrants included in the Optional Securities.

Certain of the Securities being offered hereby are being registered at
the Company's expense pursuant to contractual obligations of the Company
incurred in connection with private placements under Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act"). Such private
placements involved the sale by the Company to the Selling Securityholders of an
aggregate of (i) 22,656,437 shares of Common Stock; (ii) $3,166,668 in aggregate
principal amount of the Company's Class A 13% Senior Subordinated Convertible
Pay-in-Kind Debentures due July 29, 1999 (the "Class A Debentures"), which are
convertible into an aggregate of 7,600,000 shares of Common Stock, (iii)
$1,500,000 in principal amount of the Company's Amended and Restated Class B 13%
Senior Subordinated Convertible Pay-in-Kind Debentures due July 29, 1999 (the
"Class B Debentures" and together with the Class A Debentures, the
"Debentures"), which are convertible into an aggregate of 2,542,380 shares of
Common Stock, (iv) $300,000 in aggregate principal amount of the Company's
Amended and Restated 12% Convertible Subordinated Debentures which have been
converted into an aggregate of 1,200,000 shares of Common Stock, (v) 30 shares
of the Company's Series A Preferred Stock, which were convertible into an
aggregate of 2,830,200 shares of Common Stock, (vi) Series A Warrants to
purchase an aggregate of 600,000 shares of Common Stock at an exercise price of
$0.25 per share (subject to adjustment in certain circumstances), (vii) Series B
Warrants to purchase an aggregate of 1,500,000 shares of Common Stock at an
exercise price of $0.25 per share (subject to adjustment in certain
circumstances), (viii) Series C Warrants to purchase an aggregate of 2,542,380
shares of Common Stock at an exercise price of $.01 per share (subject to
adjustment in certain circumstances), (ix) Series D Warrants to purchase an
aggregate of 2,830,200 shares of Common Stock at an exercise price of $0.01 per
share (subject to adjustment in certain circumstances), (x) Series E Warrants to
purchase an aggregate of 1,000,000 shares of Common Stock at an exercise price
of $0.40 per share (subject to adjustment in certain circumstances), (xi) Series
F Warrants to purchase an aggregate of 667,040 shares of Common Stock at an
exercise price of $0.50 per share (subject to adjustment in certain
circumstances), (xii) Series G Warrants to purchase an aggregate of 8,350,000
shares of Common Stock at an exercise price of $0.50 per share (subject to
adjustment in certain circumstances), (xiii) Series H Warrants to purchase an
aggregate of 1,266,666 shares of Common Stock at an exercise price of $0.60 per
share (subject to adjustment in certain circumstances), and (xiv) Series I
Warrants to purchase an aggregate of 633,334 shares of Common Stock at an
exercise price of $1.125 per share (subject to adjustment in certain
circumstances). In addition, the Securities covered hereby include up to 353,333
shares of Common Stock issuable upon the exercise of options previously granted
by the Company to certain former directors, officers or consultants to the
Company (the "Options"). The Options have a weighted average exercise price of
$0.51 per share (subject to adjustment in certain circumstances).

This Registration Statement also covers the offer and sale by the
Selling Securityholders from time to time of the Optional Securities (as defined
below). Such Optional Securities consist of (i) up to 1,000,000 shares of Common
Stock issuable upon the conversion of Class A Debentures which the Selling
Securityholders have the right to acquire on or before July 29, 1998 (the
"Optional Class A Debentures"), (ii) up to 1,000,000 shares of Common Stock
issuable upon the exercise of additional Series G Warrants which the Selling
Securityholders have the right to acquire on or before July 29, 1998 (the
"Optional Series G Warrants"), (iii) up to 166,667 shares of Common Stock
issuable upon the exercise of additional Series H Warrants which the Selling
Securityholders have the right to acquire on or before July 29, 1998 (the
"Optional Series H Warrants"), and (iv) up to 83,333 shares of Common Stock
issuable upon the exercise of additional Series I Warrants which the Selling
Securityholders have the right to acquire on or before July 29, 1998 (the
"Optional Series I Warrants and, together with the Optional Series G Warrants
and the Optional Series H Warrants, the "Optional Warrants") (collectively, the
"Optional Securities").

The Securities to be offered and sold pursuant to this Registration
Statement also covers the offer and sale by the Selling Securityholders of (i)
up to 3,439,223 shares of Common Stock which may be issuable upon conversion of
additional Class A Debentures issuable in lieu of cash interest payable on the
Class A Debentures and the Optional Class A Debentures, and (ii) up to 485,717
shares of Common Stock which may be issuable upon conversion of additional Class
B Debentures issuable in lieu of cash interest payable on the Class B
Debentures. See "Selling Securityholders."

The Company will not receive any of the proceeds from the sale of the
Securities by the Selling Securityholders. All of the proceeds from the sale of
the Securities will be paid directly to the Selling Securityholders. The Company
will receive the exercise price with respect to the exercise of any Warrants or
Options exercised by the holders thereof, estimated to be approximately $7.7
million, if all of such Warrants and Options are exercised. The Company
estimates that its expenses in connection with the offering of the Securities
registered hereby (the "Offering") will be approximately $100,000.

The Selling Securityholders may sell the Securities registered hereby
to or through underwriters, and also may sell the Securities directly to other
purchasers or through agents from time to time in private transactions, in the
over-the-counter market or otherwise. See "Plan of Distribution."

The outstanding shares of Common Stock registered hereby constitute
approximately 94.4% of the total shares of Common Stock outstanding as of the
date hereof. The total number of shares of Common Stock registered hereby
constitutes approximately 95.8% of the Common Stock on a fully diluted basis
after giving effect to the exercise or conversion of all securities (including
options) exercisable for or convertible into Common Stock.

The Common Stock trades in the over-the-counter market under the
symbol LGMTA. However, there is no active public market for the Common Stock. In
addition, there is no established trading market for any of the other
Securities. Accordingly, an investment in the Common Stock or the other
Securities offered hereby may be deemed to be highly illiquid. See "Risk
Factors-Absence of Public Market for Securities; Potential Volatility of Stock
Price."

SEE "RISK FACTORS" ON PAGE 5 FOR CERTAIN FACTORS WHICH SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

The date of this Prospectus is , 1998

<PAGE>

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C. a Registration Statement on Form SB-2 under
the Securities Act with respect to the Securities offered hereby. This
Prospectus, which constitutes part of the Registration Statement, omits certain
of the information contained in the Registration Statement and the exhibits and
schedules thereto on file with the Commission pursuant to the Securities Act and
the rules and regulations of the Commission thereunder. Statements contained in
this Prospectus as to the content of any contract or other document referred to
are not necessarily complete and in each instance reference is made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement, and each such statement is qualified in all respects by such
reference. The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Seven World
Trade Center, Suite 1300, New York, New York 10048; and 500 West Madison, Suite
1400, Chicago, Illinois 60661. Copies of such material can be obtained from the
public reference section of the Commission at its principal office at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates, or from the
Commission's Internet web site at http://www.sec.gov.

The Company intends to furnish its stockholders with annual reports
containing audited consolidated financial statements examined by its independent
certified public accountants and intends to make available to such stockholders
quarterly reports containing unaudited consolidated financial information for
the first three quarters of each fiscal year.

<PAGE>
FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Such statements include, but are
not limited to, the anticipated development and growth of the markets for the
Company's products, the anticipated growth in the demand for the Company's
products, the Company's opportunities to increase sales through, among other
things, the development of new markets for the Company's products, the
development of new products, the probability of the Company's success in the
sale of its products in current or future markets, the potential effect of
government regulations, the Company's liquidity and capital requirements and the
Company's need for additional working capital.

Forward-looking statements are inherently subject to risks and
uncertainties, many of which cannot be predicted with accuracy and some of which
might not even be anticipated. Future events and actual results, financial and
otherwise, could differ materially from those set forth in or contemplated by
the forward-looking statements contained herein. Important factors that could
contribute to such differences are set forth below under "Risk Factors."

RISK FACTORS

The Securities offered hereby involve a high degree of risk. In
addition to the other information contained in this Prospectus, the following
risk factors should be considered carefully in evaluating the Company, its
business and an investment in the Securities offered hereby.

History of Losses; Cash Constraints; Ability to Continue as a Going Concern

The Company sustained net losses of $2.5 million and $4.9 million for
the fiscal years ended June 30, 1997 and 1996, respectively, and had an
accumulated deficit of $8.9 million at March 31, 1998. In addition, the Company
had $212,000 in cash flow from operations during the fiscal year ended June 30,
1997 and used $2.1 million of cash in operations during the fiscal year ended
June 30, 1996, as a result of the Company's net losses and the need for working
capital. During the nine-month period ended March 31, 1998, the Company used
$2.3 million of cash in its operations. At March 31, 1998, the Company had cash
and cash equivalents of approximately $931,000. The Company's history of losses
and its failure to generate positive operating cash flow or to maintain other
sources of working capital have resulted in significant cash shortages from time
to time. As a result of such cash constraints, the Company has sought to reduce
operating expenses by, among other things, laying off employees and
consolidating its New York facilities.

As a result of the Company's history of losses and its significant
cash flow shortages, in connection with its audit of the Company's fiscal 1997
financial statements, Deloitte & Touche LLP, the Company's independent auditors,
issued an opinion that expressed substantial doubt about the Company's ability
to continue as a going concern.

There can be no assurance that the Company will ultimately be able to
achieve or sustain profitable operations. Accordingly, no assurance can be given
that the Company will not suffer additional cash shortages in future periods. If
the Company is unable to generate sufficient cash from its operations or other
sources, the Company may not be able to achieve its growth objectives, may have
to curtail its marketing and development activities and may be unable to operate
as a going concern.

Risks Related to Change in Business Focus

Since March 1996, the Company has sought to direct its business away
from defense applications and toward emerging commercial opportunities. See
"Dependence on LMDS Emerging Market." As a result of this change in business
strategy, the Company has sustained significant losses as the Company has
written off obsolete inventory, redirected its marketing efforts and shifted
management

<PAGE>

focus to these commercial markets. In connection with this change in strategic
focus, the Company also has installed a new senior management team. The
Company's current senior management has limited experience in the markets the
Company is seeking to exploit. There can be no assurance that the Company will
be able to implement successfully its new strategic and operational objectives
or that the attainment of those objectives will result in the Company's
achieving or sustaining a profitable level of operations. The Company's failure
to achieve its strategic and operational objectives could have a material
adverse effect on the Company's business, financial condition and results of
operations.

Dependence on and Effects of Government Regulation

Growth in the Company's business is substantially dependent upon
government regulations implementing local multipoint distribution services
("LMDS") in the US and other countries. Recently, the Federal Communications
Commission ("FCC") conducted an auction to award two licenses to provide LMDS
services in each of the 493 basic trading areas ("BTAs") in the United States.
Of the 986 available license, 864 were awarded as a result of the auction. The
remaining 122 licenses, mostly in small and/or rural markets, went unclaimed and
may be re-auctioned in the future by the FCC. See "Business-Government
Regulation." In addition, several foreign countries, including Canada, the
Philippines, Thailand and the Republic of Korea, have reserved spectrum for the
provision of services substantially similar to LMDS and the Company expects
other countries will do so in the near future. However, no assurance can be
given that, as a result of either the FCC auction described above or other
governmental action, a market for LMDS equipment will develop, or as to the
ultimate size of any market that does develop. Further, there can be no
assurance as to the timing of any market that does develop or that any market
that does develop will be sustained.

The FCC's current LMDS rules specify that LMDS licensees may take up
to ten years from the grant of their authorization to provide "substantial
service" to subscribers. Accordingly, there can be no assurance that winning
bidders in the FCC auction will purchase LMDS equipment, such as the Company's
transmitters, promptly following completion of the auction. In the event that
winning bidders and other participants in the LMDS market fail to purchase
equipment from the Company, such failure could have a material adverse effect on
the Company's business, financial condition and results of operations. See
"Business-Overview" and "-Government Regulation."

Dependence on LMDS Emerging Market

As described under "Business-Industry Overview" many of the existing
markets for the Company's traveling wave-tube amplifiers ("TWTAs"), other
high-power amplifiers and related products are mature and characterized by low
growth. As a result, the Company has sought new markets for its products, with
particular emphasis on the LMDS market and other broad band applications. The
Company anticipates that a significant portion of the future growth in its
business will come from the sale of equipment for use in the LMDS market and its
future profitability is substantially dependent on the Company's ability to
market such equipment successfully. To date, however, the LMDS market has been
extremely limited. As of March 31, 1998, the Company had sold approximately $6.2
million of LMDS transmitters and related equipment to CellularVision Techonoly &
Telecommunications, L.P. ("CT&T") and a limited number of other customers, all
of whom are affiliates or licensees of CT&T. See "-Relationship with CT&T." The
Company believes that it is the only commercial supplier of transmitting
equipment to the LMDS market at this time. There can be no assurance that the
LMDS market or other new markets for the Company's products will develop as and
when the Company expects or that the Company will be able to capitalize on such
market development. Similarly, there can be no assurance that any markets that
do develop will be sustained. See "Dependence on and Effects of Government
Regulation" and "Business-Sales and Marketing."

Dependence on Large Orders; Customer Concentrations

In certain prior fiscal periods, the Company's revenues have
principally consisted, and the Company believes its revenues in future periods
will consist, of orders for equipment from a limited number of customers. During
fiscal 1997, approximately 54.0% of the Company's consolidated

<PAGE>

revenues came from sales of transmitters and related equipment to CT&T and its
licensees. The Company anticipates that CT&T and its licensees will account for
a substantial percentage of the Company's consolidated revenues during fiscal
1998. While the number and identity of the Company's customers may vary from
period to period, large orders from such customers will continue to account for
a substantial portion of the Company's revenues for the foreseeable future.
There can be no assurance that the Company will obtain such orders on a
consistent basis. The Company's inability to obtain sufficient large orders or
to expand its customer base could have a material adverse effect on the
Company's business, financial condition and results of operations.

Relationship with CT&T

CT&T is a private entity formed for the purpose of developing and
licensing certain technology for use in the LMDS market. As such, CT&T is
subject to all of the uncertainties and risks inherent in a start-up business
pursuing an emerging market opportunity. There can be no assurance that CT&T
will successfully implement its business and operating strategies. During fiscal
1997, approximately 54.0% of the Company's consolidated revenues came from sales
of transmitters and related equipment to CT&T and its licensees. The Company
anticipates that CT&T and its licensees will account for a substantial
percentage of the Company's consolidated revenues during fiscal 1998.

CT&T has obtained a patent in the United States (the "LMDS Patent")
which purports to cover the system architecture and transmission methods to be
utilized by LMDS service providers. In addition, CT&T has filed applications in
a number of foreign countries for the issuance of foreign patents substantially
similar to the LMDS Patent. The LMDS Patent, its foreign counterparts and any
other patents issued to CT&T covering the LMDS market may have the effect of
significantly limiting the markets for the Company's LMDS equipment to those
entities which have obtained appropriate licenses from CT&T. There can be no
assurance that potential customers of the Company will choose to obtain the
required licenses from CT&T or that licenses will be available from CT&T on
terms which are acceptable to potential customers.

The design and development of the initial LMDS transmitter sold by the
Company's subsidiary, mmTech, Inc. ("mmTech"), was undertaken pursuant to an
agreement with CT&T (the "CT&T Agreement"). Under the CT&T Agreement, CT&T
retained ownership of all intellectual property created during such development
phase, including the design of the initial transmitters sold to CT&T pursuant to
the CT&T Agreement and that the Company can fully sell such equipment to all
interested purchasers. Pursuant to the terms of the CT&T Agreement, mmTech has
agreed to sell transmitters utilizing such intellectual property or otherwise
intended to implement or imitate the CT&T transmission system only to CT&T, its
licensees and third parties approved by CT&T. mmTech is required to pay CT&T a
royalty of 2.5% of its gross sales from the sale of such transmitters.

The Company believes that its current LMDS equipment is not covered by
the CT&T Agreement. There can be no assurance, however, that CT&T will not take
the position that such equipment is covered by the CT&T Agreement. In the event
that it is ultimately determined that such equipment is subject to the CT&T
Agreement, the Company's business, results of operations, and financial
condition would be materially and adversely affected.

Dependence on Sales of Securities; Need for Additional Financing

Because of the Company's history of losses, the Company has not
generated sufficient cash to meet all of the Company's working capital
requirements. As a result, the Company has been dependent on private sales of
its debt and equity securities to finance its working capital requirements. To
the extent that the Company is unable to meet its working capital requirements
by generating positive cash flow from operations, the Company intends to
continue to fund a portion of its working capital requirements through the
public or private sale of its securities. There can be no assurance that the
Company can continue to finance its operations through the sale of securities or
as to the terms of any such sales that may occur in the future. The sale by the
Company of Common Stock or securities exercisable for, convertible into or
exchangeable for, shares of Common Stock could result in substantial dilution to
purchasers of the Securities offered hereby. Further, the terms of any debt
financing may contain restrictive covenants that significantly restrict the
Company's ability to take certain actions. If the

<PAGE>

Company is unable to generate sufficient cash from its operations or other
sources, the Company may not be able to achieve its growth objectives, may have
to curtail further its marketing and development activities and may be unable to
operate as a going concern. See "History of Losses; Cash Constraints; Ability to
Continue as a Going Concern."

Consequences of Technological Change

The markets in which the Company intends to compete are characterized
by rapid and significant technological change. The ability of the Company to
compete successfully in such markets will depend, in large part, on its ability
to develop or obtain advanced technologies, maintain a technically competent
staff, and to adapt to future technological changes and advances. There can be
no assurance that the Company will be able to keep pace with the technological
demands of the marketplace. In the event that the Company is unable to keep pace
with the technological demands of the marketplace, the Company's business,
results of operations, and financial condition would be materially and adversely
affected. See "Business-Product Development."

Dependence on New Product Development; Technological Advancement

The Company's success is dependent upon its ability to continue to
enhance its existing products and to develop and introduce in a timely manner
new products that incorporate technological advances, keep pace with evolving
industry standards and respond to changing customer requirements. As a result of
the Company's history of losses and resulting cash constraints, until recently,
the Company has not engaged in significant product development activities in its
high-power amplifier business. Accordingly, the Company may be at a competitive
disadvantage to other entities with greater resources than the Company. If the
Company is unable to develop and introduce new products or enhancements in a
timely manner in response to changing market conditions or customer
requirements, the Company's business, financial condition and results of
operations would be materially and adversely affected. See "Business-Sales and
Marketing" and "-Product Development."

In addition, from time to time the Company or its present or potential
competitors may introduce new products, capabilities or technologies that have
the potential to replace, shorten the life spans of, or render obsolete the
Company's existing products. There can be no assurance that the Company will be
successful in convincing potential customers that its products are superior to
such other systems or products, that new products with comparable or greater
performance and lower prices will not be introduced, or that, if such products
are introduced, customers will not delay or cancel existing or future orders for
the Company's products. Announcements of currently planned or other new products
may cause customers to delay their purchasing decisions in anticipation of such
products. See "Business-Competition." Such delays could have a material adverse
effect on the Company's business, financial condition and results of operations.

Limited Proprietary Technology

The Company has no comprehensive patent or similar exclusive
intellectual property rights covering its products, and certain technologies
used by the Company in its products are not proprietary to the Company and are
available in the public domain. Accordingly, present and potential competitors
could duplicate the performance of the Company's products without violating any
of the Company's intellectual property rights. In addition, certain intellectual
property developed by mmTech is owned by CT&T and mmTech's right to use such
intellectual property is limited by agreement with CT&T. See "-Relationship with
CT&T" and "Business-Competition" and "-Patents, Trademarks and Proprietary
Rights."

<PAGE>

Fluctuations in Operating Results

The Company's past operating results have been, and its future
operating results will be, subject to fluctuations resulting from a number of
factors, including: the timing and size of orders from, and shipments to, major
customers; budgeting and purchasing cycles of its customers; delays in product
shipments caused by customer requirements or the inability of customers to
accept shipments; the timing of enhancements to the Company's products or new
products introduced by the Company or its competitors; changes in pricing
policies by the Company, its competitors or suppliers, including possible
decreases in average selling prices of the Company's products in response to
competitive pressures; the proportion of revenues derived from competitive bid
processes; the mix between sales to domestic and international customers; market
acceptance of enhanced versions of the Company's products; the availability and
cost of key components; the availability of manufacturing capacity; and
fluctuations in general economic conditions. The Company also may choose to
reduce prices or to increase spending in response to competition or to pursue
new market opportunities, all of which may have a material adverse effect on the
Company's business, financial condition and results of operations. The Company's
revenues in any period are derived from sales of equipment and are generally
recognized upon shipment. As a result, variations in the number of orders or the
timing of shipments may cause the Company's quarterly and annual operating
results to vary substantially. See "-Dependence on Large Orders; Customer
Concentrations" and "-Relationship with CT&T."

Continuing Defaults Under Substantially All Indebtedness; Other Liquidity Risks

The Company is a party to a Restated and Amended Term Loan Note, dated
as of April 25, 1997, and a Modified Revolving Credit Note, dated as of April
30, 1998, pursuant to which North Fork Bank (the "Bank") has provided the
Company with a $640,000 term loan (the "Term Loan") and a revolving credit
facility (the "Revolver") pursuant to which the Company is entitled to draw up
to $2.2 million assuming sufficient eligible inventory and accounts receivable
(the Term Loan and the Revolver are referred to herein collectively as the
"Facility"). The Facility contains certain financial covenants, including a
covenant requiring the Company to report net income of at least $1.00 for each
fiscal quarter (the "Net Income Covenant"). At March 31, 1998, the Company was
not in compliance with the Net Income Covenant. In addition to the Facility, at
March 31, 1998 the Company had issued and outstanding $3.0 million of its Class
A Debentures, $1.6 million of its Class B Debentures and $45,000 of its Senior
Subordinated Notes (together with the Class A Debentures and the Class B
Debentures, the "Senior Subordinated Indebtedness"), which contain financial
covenants identical to those contained in the Facility, including the Net Income
Covenant. At March 31, 1998, the Company was not in compliance with the Net
Income Covenant contained in the Senior Subordinated Indebtedness. In addition,
pursuant to the terms of the Class A Debentures and the Class B Debentures, the
Company was required to file a registration statement covering, among other
things, the resale of the shares of Common Stock issuable upon the conversion of
the Class A Debentures and the Class B Debentures on or prior to October 27,
1997 and to have the registration statement declared effective by the Securities
and Exchange Commission (the "SEC") on or prior to January 25, 1998. This
Registration Statement is being filed to satisfy these registration
requirements. Unless the Company completes the required registration, the
interest rate on the Class A Debentures and the Class B Debentures will increase
(subject to a maximum interest rate of 17% per annum). The holders of the Class
A Debentures and the Class B Debentures had the right to declare all amounts
thereunder due and payable if the registration statement was not declared
effective by the SEC on or prior to April 25, 1998. Although the Company has
obtained waivers of the covenant defaults described above, including permanent
waivers of the Net Income Covenant, from the holders of its indebtedness, there
can be no assurance that the Company will not default in the performance of its
obligations thereunder or that the holders of the Company's indebtedness will
waive any future defaults that may occur. In the event that the Company fails to
comply with the terms of its indebtedness or to obtain waivers of any defaults
that occur, its business, financial condition and results of operations would be
materially and adversely affected.

In the event that the Company is unable to comply with the terms of
the indebtedness described above and does not obtain waivers of any defaults
that might occur as a result thereof, the Bank and the holders of the Senior
Subordinated Indebtedness would have the right to declare the amounts

<PAGE>

outstanding thereunder due and owing. In the event of such acceleration, the
Company would be required to obtain replacement financing to repay the amounts
owed to the Bank and the holders of the Senior Subordinated Indebtedness or to
take other actions to protect its business and assets. There can be no assurance
that the Bank and the holders of the Senior Subordinated Indebtedness will
continue to waive compliance with the covenants contained in the Facility and
the Senior Subordinated Indebtedness. Likewise, there can be no assurance that
the Company would be able to obtain replacement financing on acceptable terms,
if at all if the Bank and the holders of the Senior Subordinated Indebtedness
demanded payment.

As set forth in the Consolidated Financial Statements included herein,
the Company had a significant amount of indebtedness outstanding at March 31,
1998, a substantial portion of which becomes due and payable in 1999. Based on
the Company's current working capital resources, the Company may not be able to
repay all of such indebtedness as it becomes due. In the event that the holders
of the Company's indebtedness do not agree to extend such indebtedness or do not
convert their debt into shares of Common Stock (to the extent convertible), the
Company will be required to obtain replacement financing to repay such
indebtedness or to take other actions to protect its business and assets. There
can be no assurance that the Company would be able to obtain replacement
financing on acceptable terms, if at all.

As a result of the Company's history of losses and inability to
generate sufficient cash flow to satisfy its need for working capital, the
Company's business has been subjected to certain additional risks. For example,
in 1996, the Company wrote down the carrying value of its inventory by
approximately $1.4 million to reflect the fair market value of such inventory in
light of the Company's strategic shift toward commercial applications for its
technology. In addition, until recently, the Company has not engaged in
significant product development activities in its high-power amplifier business.
See "-Dependence on New Product Development; Technological Advancement" and
"Business-Product Development." Also, until recently, the Company has been
unable to pay amounts due to its suppliers on a timely basis. As a result,
certain suppliers have refused to provide trade credit to the Company, which has
resulted in supply disruptions from time to time that have materially and
adversely affected its business. See "Dependence on Limited Number of Suppliers"
and "Business-Manufacturing and Assembly." Certain creditors of the Company also
have failed to pay amounts owed to the Company when due, forcing the Company to
reserve against non-payment of accounts receivable which has further restricted
the Company's working capital resources. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations-Liquidity and Capital
Resources."

While the Company has attempted to address its liquidity needs
through, among other things, headcount reductions and negotiation of credit
terms with its suppliers, the Company has continued to record losses and has
failed to generate sufficient cash flow to fund its cash flow needs. In the
event that the Company is not able to attain profitable operations and to
generate sufficient cash flow or to obtain sufficient financing to fund its
operations, the Company may be required to curtail its business operations and
may be unable to continue as a going concern. See "-Dependence on Sales of
Securities; Need for Additional Financing" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations-Liquidity and Capital
Resources."

Competition

In the markets for TWTAs and other high-power amplifiers, the Company
competes with other entities, including Communications and Power Industries,
Inc., Amplifier Research Corp. and Xicom Technology, a number of which have
significantly greater financial, marketing and other resources than the Company.
In the emerging LMDS market, the Company expects that its competitors will
include Wytech, PCS Wireless, Inc. and certain major communications equipment
manufacturers, a number of which have significantly greater financial, marketing
and other resources than the Company. The Company believes that principal
competitive factors in its respective markets include performance capability,
reliability, size, weight and price. Until recently, the Company has not engaged
in significant product development activities in its high-power amplifier
business. Accordingly, the Company has not kept pace with its competitors in the
markets for TWTAs and other high-power amplifiers in reducing the size and
weight of its products. As a result, the Company may be at a competitive
disadvantage in the

<PAGE>

markets for those products. See "Business-Product Development." There can be no
assurance that the Company will be able to compete successfully with its
competitors or be able to compete with new market entrants or in new markets
that may develop. The failure of the Company to successfully compete in its
markets would have a material adverse effect on the Company's business,
financial condition and results of operations. See "Business-Competition."

International Business; Risk of Change in Foreign Regulations; Fluctuations in
Exchange Rates

The Company markets its products to customers outside of the U.S. and,
accordingly, is exposed to the risks of international business operations,
including unexpected changes in foreign and domestic regulatory requirements,
possible foreign currency controls, uncertain ability to protect and utilize its
intellectual property in foreign jurisdictions, currency exchange rate
fluctuations or devaluations, tariffs or other barriers, difficulties in
obtaining and managing vendors and distributors and potentially negative tax
consequences. International sales are subject to certain inherent risks
including embargoes and other trade barriers, maintaining an international sales
distribution network and collecting accounts receivable. The Company is also
subject to risks associated with regulations relating to the import and export
of high technology products. The Company cannot predict whether quotas, duties,
taxes or other charges or restrictions upon the importation or exportation of
the Company's products in the future will be implemented by the U.S. or any
other country. There can be no assurance that any of these factors will not have
a material adverse effect on the Company's business, financial condition and
results of operations.

Fluctuations in currency exchange rates could adversely affect the
Company's profitability and could cause the Company's products to become
relatively more expensive to customers in a particular country, leading to fewer
sales or reduced selling prices in that country. As a result, the Company is
exposed to a certain degree of exchange rate risk. There can be no assurance
that the Company will not experience material losses in the future as a result
of currency fluctuations or that any such losses will not have a material
adverse effect on the Company's business, financial condition and results of
operations.

Dependence on Independent Representatives

The Company markets and sells its products, in part, through a network
of 32 independent sales representatives located in the U.S., Asia and Europe. As
a result, a substantial portion of the Company's revenues are dependent upon the
sales efforts of those representatives. There can be no assurance that the
Company's representatives, certain of which operate relatively small businesses,
have the financial stability to assure their continuing presence in their
markets.

As a result of cash constraints caused by the Company's history of
operating losses, from time to time in the past, certain representatives have
reduced the level of their support for the Company's products, which, in certain
cases, has resulted in lost revenues. There can be no assurance that future
disruptions in the Company's relationships with its independent representatives
will not occur. Any future disruption would have a material adverse effect on
the Company's business, financial condition and results of operations. See
"Business-Sales and Marketing."

<PAGE>

Dependence on Limited Number of Suppliers

Certain key components used in the Company's products have been
designed by the Company to its specifications and are currently purchased from a
limited number of suppliers. The Company currently does not have long-term
agreements with these suppliers. Moreover, in view of the high cost of many of
these components, the Company does not maintain significant inventories of some
necessary components. If the Company's suppliers were to experience financial,
operational, production or quality assurance difficulties, the supply of
components to the Company would be reduced or interrupted. In the event that a
supplier were to cease operations, discontinue production of a component or
withhold supply for any reason, the Company might be unable to acquire certain
components from alternative sources, to find alternative third-party
manufacturers or sub-assemblers, or to obtain sufficient quantities of certain
components, which could result in delays or interruptions in product shipments,
and could have a material adverse effect on the Company's business, financial
condition and results of operations.

As a result of cash constraints caused by the Company's history of
operating losses, the Company has been unable to pay amounts due to its
suppliers on a timely basis. As a result, certain suppliers have refused to
provide trade credit to the Company, which, in the past, has resulted in supply
disruptions that have materially and adversely affected its business. There can
be no assurance that future supply disruptions will not occur. The Company's
failure to maintain adequate supplies of components would have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business-Manufacturing and Assembly."

Retention of and Dependence on Key Personnel

The Company's success will depend, in part, on its ability to retain
the services of its key personnel, including management and technical employees,
who are and will continue to be instrumental in the development and management
of the Company's business. Although the Company expects to enter into an
employment agreement with its Chief Executive Officer and has entered into
employment agreements with certain of its other senior executives, the loss of
the services of one or more of the Company's key employees could have a material
adverse effect on the Company.

Warranty Claims

The Company generally provides a one-year parts and labor warranty on
its products, although the Company generally provides a two-year warranty to
CT&T and its licensees, and from time to time, the Company has provided extended
warranties to other customers. There can be no assurance that warranty claims
will not increase as the Company's sales increase, or as a result of other
factors. Increased warranty claims could have a material adverse effect on the
Company's business, financial condition and results of operations.

Potential Product Liability Insurance Limits

The Company currently maintains product liability insurance in the
amount of $3.0 million per occurrence. The Company's insurance policy covers
certain claims and the cost of legal fees involved in the defense of such
claims, which are either covered under the policy or alleged in such a manner so
as to invoke the insurer's duty to defend the Company. The Company believes
that, as it distributes more products into the marketplace and expands its
product lines, its exposure to potential product liability claims and litigation
may increase. There can be no assurance that the Company's current level of
insurance will be sufficient to protect the business and assets of the Company
from all claims, nor can any assurance be given that the Company will be able to
maintain its existing coverage or obtain additional coverage at commercially
reasonable rates. Product liability losses in excess of insurance coverage could
have a material adverse effect on the Company's business, financial condition
and results of operations.

<PAGE>

Absence of Public Market for Securities; Potential Volatility of Stock Price

There is no public trading market for the Securities, other than the
Common Stock, and there can be no assurance that any trading market for the
Securities will be created and sustained. In addition, while the Common Stock
trades sporadically on the OTC Bulletin Board, there can be no assurance that an
active trading market in the Common Stock will be developed or, if developed, be
maintained. As a result, purchasers may have difficulty selling, or otherwise
disposing of, the Securities offered hereby. Accordingly, an investment in the
Common Stock or the other Securities offered hereby may be deemed to be highly
illiquid.

In addition, as a result of the lack of an active trading market for
the Common Stock, the market price of the shares of Common Stock is likely to be
highly volatile. Factors such as fluctuation in the Company's operating results,
announcements of technological innovations or new products and services by the
Company or its competitors, developments in the Company's strategic partnerships
and general market conditions may have a significant effect on the market price
of the Securities offered hereby.

Effects of Warrants

Holders of the Warrants offered hereby will have the opportunity to
profit from a rise in the market price of the Common Stock without assuming the
risk of ownership of the shares of Common Stock issuable upon the exercise of
such Warrants, with a resulting dilution in the interests of the Company's
stockholders by reason of exercise of Warrants at a time when the exercise price
is less than the market price for the Common Stock. Further, the terms on which
the Company could obtain additional capital during the life of the Warrants may
be adversely affected. Holders of Warrants may be expected to exercise their
Warrants at a time when the Company could, in all likelihood, obtain any needed
capital by an offering of Common Stock on terms more favorable than those
provided by the Warrants.

Non-Registration in Certain Jurisdictions of Shares Underlying the Warrants

The Warrants are not exercisable unless, at the time of the exercise,
the Company has a current prospectus covering the shares of Common Stock
issuable upon exercise of the Warrants, and such shares are registered,
qualified or deemed to be exempt under the securities laws of the states of
residence of the exercising holders of the Warrants. Although the Company will
use its best efforts to have all of the shares of Common Stock issuable upon
exercise of the Warrants registered or qualified prior to the exercise of any
Warrants and to maintain a current prospectus relating thereto until the
expiration of the Warrants, there is no assurance that it will be able to do so.

Purchasers of the Warrants offered hereby may purchase Warrants in the
after-market or may move to jurisdictions in which the shares underlying the
Warrants are not registered or qualified during the period that the Warrants are
exercisable. In this event, the Company would be unable to issue shares of
Common Stock to those persons desiring to exercise their Warrants unless and
until the shares could be qualified for sale in the jurisdictions in which such
purchasers reside, or exemptions exist in such jurisdictions from such
qualification. Warrant holders would have no choice but to attempt to sell the
Warrants or allow them to expire unexercised. See "Description of Warrants."

<PAGE>

Shares Eligible For Future Sale

A substantial number of outstanding shares of Common Stock and shares
of Common Stock issuable upon the exercise or conversion of outstanding options,
warrants and convertible securities will become available for public resale upon
the effectiveness of the Registration Statement of which this Prospectus is a
part. The Company cannot predict the effect, if any, that sales of additional
shares of Common Stock or the availability of shares for future sale will have
on the market price of the Common Stock. Sales in the public market of
substantial amounts of Common Stock (including shares issued upon the exercise
or conversion of outstanding options, warrants and convertible securities), or
the perception that such sales might occur, could adversely affect prevailing
market prices for the Common Stock. Such sales also may make it more difficult
for the Company to sell equity securities or equity related securities in the
future at a time and price that the Company deems appropriate. See "Shares
Eligible For Future Sale."

Certain Charter Provisions

The Board of Directors of the Company is empowered to issue shares of
preferred stock without stockholder action. The existence of this "blank check"
preferred stock could render more difficult or discourage an attempt to obtain
control of the Company by means of a tender offer, merger, proxy contest or
otherwise and may adversely affect the prevailing market price of the Common
Stock. The Company currently has no plans to issue additional shares of
preferred stock. In addition, Section 203 of the Delaware General Corporation
Law restricts certain persons from engaging in business combinations with the
Company. See "Description of Capital Stock."

<PAGE>

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the
Securities offered hereby. All net proceeds from the sale of the Securities will
be paid directly to the Selling Securityholders. The Company will receive the
exercise price with respect to the exercise of any Warrants or Options exercised
by the holders thereof, estimated to be approximately $7.7 million, if all of
such Warrants and Options are exercised, including the Optional Warrants. The
net proceeds, if any, from the exercise of the Warrants and the Options will be
added to the Company's working capital and will be used for general corporate
purposes.

PRICE RANGE OF COMMON STOCK

The Common Stock is traded in the over-the-counter market under the
symbol "LGMTA." There is no established trading market for any of the other
Securities. The following table sets forth, for the periods indicated, the high
and low bid quotations for the Common Stock as reported on the OTC Bulletin
Board. Such quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions and may not necessarily represent actual transactions.

High Low

Fiscal 1997

First quarter $1.250 $0.50
Second quarter 1.00 0.375
Third quarter 1.00 0.4375
Fourth quarter 0.875 0.4375

Fiscal 1998

First quarter $1.375 $0.80
Second quarter 1.00 0.375
Third quarter 0.86 0.3125
Fourth quarter 0.875 0.5625

Fiscal 1999

First quarter
(through July __, 1998) $ $

On July , 1998, the average of the bid and asked prices for the
Common Stock as reported on the OTC Bulletin Board was $____ per share. As of
June 30, 1998, the Company had approximately 435 stockholders of record.

DIVIDEND POLICY

The Company has never declared or paid cash dividends on its Common
Stock. The Board of Directors currently intends to retain future earnings to
support its business and does not anticipate paying dividends in the foreseeable
future. Payment of future dividends, if any, will be at the discretion of the
Board of Directors after taking into account various factors, including the
Company's financial condition, results of operations, current and anticipated
cash needs and plans for expansion. Substantially all of the Company's
indebtedness prevents the payment of dividends by the Company.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

On April 25, 1997, a wholly owned subsidiary of the Company merged
into mmTech, in a transaction accounted for as a pooling of interests.
Accordingly, the consolidated financial statements have been restated to include
the accounts of mmTech for all periods presented. Unless otherwise indicated,
all references to the Company in the Management's Discussion and Analysis of
Financial Condition and Results of Operations include mmTech and all references
to LogiMetrics mean the Company excluding mmTech.

Nine Months Ended March 31, 1998 Compared to Nine Months Ended March 31, 1997

Net Revenues. Net revenues for the nine months ended March 31, 1998
decreased $1.5 million, or 18%, to $6.9 million from $8.4 million for the
comparable period of 1997. The decrease in revenues resulted primarily from
lower revenues from TWTAs and related equipment which more than offset a slight
increase in sales of LMDS equipment. During the nine months ended March 31,
1997, the Company had a higher level of longer-term projects for which it
recognized revenues prior to shipment under the percentage-of-completion method
of accounting. During the comparable period in fiscal 1998, a higher proportion
of the Company's sales was comprised of equipment sales for which revenues are
recognized only upon shipment. Accordingly, the decline in TWTA revenues
resulted primarily from these differences in the timing of the recognition of
revenues. As described in Note 5 to the accompanying consolidated financial
statements, during the quarter ended December 31, 1997, the Company recognized
approximately $3.0 million in revenues from the sale of LMDS equipment to CT&T
and certain of its affiliates. Based upon the Company's understanding of current
conditions in the emerging LMDS market, including delays in the FCC auction of
the LMDS spectrum which did not conclude until March 25, 1998, the Company
expects sales of LMDS equipment to be substantially lower for the remainder of
fiscal 1998.

Cost of Revenues. Cost of revenues for the nine months ended March 31,
1998 decreased $2.4 million, or 38%, to $4.1 million from $6.5 million for the
comparable period of 1997. As a percentage of net revenues, cost of revenues was
59% for the nine months ended March 31, 1998, compared to 78% for the nine
months ended March 31, 1997. The decline in cost of revenues primarily resulted
from a decrease in sales during the 1998 period, certain production
inefficiencies during the 1997 period and the completion of several large
projects during the nine months ended March 31, 1997 which had significantly
higher associated costs.

Selling, General and Administrative. SG&A expenses for the nine months
ended March 31, 1998 increased $757,000, or 32%, to $3.2 million from $2.4
million for the comparable period of 1997, primarily as a result of the
recording of a $356,000 allowance for doubtful accounts relating to amounts owed
to the Company by CT&T, $240,000 resulting from the addition of certain key
personnel and $190,000 on the loss on the sale of the CVNY Note. As a percentage
of net revenues, SG&A expenses increased to 46% of net revenues for the nine
months ended March 31, 1998 from 29% for the comparable period of 1997 primarily
as a result of fixed compensation and other SG&A expenses in conjunction with a
lower revenue base.

Research and Development. Research and development expenses for the
nine months ended March 31, 1998 decreased $207,000, or 37%, to $352,000 from
$560,000 for the comparable period of 1997 as a result of the Company's efforts
to streamline its operations and deploy its resources more efficiently.

For the reasons discussed above, the Company recorded an operating
loss of $721,000 for the nine months ended March 31, 1998, compared to an
operating loss of $1.1 million for the comparable period in 1997.

<PAGE>

Interest Expense. Interest expense for the nine months ended March 31,
1998 increased $157,000, or 28%, to $709,000 from $552,000 for the comparable
period of 1997, primarily as a result of a higher level of average outstanding
indebtedness.

Income Taxes. During the nine months ended March 31, 1998, the Company
had an income tax benefit of $133,000, compared to an income tax expense of
$357,000 for the nine months ended March 31, 1997. LogiMetrics and mmTech
currently file separate federal and state tax returns. The tax expense recorded
in the nine months ended March 31, 1997 relates to pre-tax income generated by
mmTech in that period.

During the nine months ended March 31, 1998 and 1997, the Company
accrued dividends on its outstanding preferred stock of $159,000, and $171,000,
respectively.

For the reasons discussed above, the Company recorded a net loss
attributable to common stockholders for the nine months ended March 31, 1998 of
$1.5 million, compared to a net loss attributable to common stockholders of $2.2
million for the comparable period in 1997.

Fiscal Year Ended June 30, 1997 Compared to Fiscal Year Ended June 30, 1996

Net Revenues. For the fiscal year ended June 30, 1997, net revenues
increased by $2.5 million, or 28.1%, to $11.4 million from $8.9 million for the
fiscal year ended June 30, 1996, due to increased sales of transmitting
equipment to CT&T and its licensees for use in the LMDS market. Net revenues
from the sale of TWTAs and other high-power amplifiers in the Company's
traditional markets were approximately the same as for the prior year.

Gross Profit. For the fiscal year ended June 30, 1997, gross profit
increased by $3.8 million to $2.8 million from a negative $1.0 million for the
fiscal year ended June 30, 1996. As a percentage of net revenues, gross profit
increased to 24.7% for the 1997 fiscal year from a negative 10.7% for the 1996
fiscal year. The improvement in gross profit was attributable to increased sales
of LMDS equipment, which typically have higher margins than the Company's other
products. In addition, gross profit for the 1996 fiscal year was adversely
affected as a result of the write-off, in connection with the Company's revised
marketing focus, of approximately $1.4 million of inventory consisting primarily
of approximately $960,000 of write-downs of inventory to lower of cost or market
and $448,000 of write-offs for slow moving and obsolete inventory. The
write-offs resulted primarily from the Company's decision to shift the focus of
its marketing efforts away from military applications and toward commercial
applications. As a result of this change in marketing focus, the Company
determined that the value of certain inventory items relating primarily to
defense-related products and components should be written down to net realizable
value or, in some cases, written off.

Selling, General and Administrative. For the fiscal year ended June
30, 1997, selling, general and administrative expenses increased by $309,000, or
9.6%, to $3.5 million from $3.2 million for the fiscal year ended June 30, 1996.
As a percentage of net revenues, selling, general and administrative expenses
decreased to 30.9% in the 1997 fiscal year from 36.2% in the 1996 fiscal year.
Selling, general and administrative expenses primarily increased as a result of
an increase in professional fees of $311,000 due primarily to fees incurred in
connection with the mmTech merger. The decrease in selling, general and
administrative expenses as a percentage of net revenues was primarily
attributable to the spreading of expenses over a higher revenue base and actions
taken by management to conserve cash and rationalize the Company's operations.

Research and Development. For the fiscal year ended June 30, 1997,
research and development expense increased by $19,000, or 3.0%, to $648,000 from
$629,000 for the fiscal year ended June 30, 1996. Research and development
expenses for the fiscal year ended June 30, 1997 related to both new product
development as well as enhancements of the Company's existing LMDS product line.

Interest Expense. For the fiscal year ended June 30, 1997, interest
expense increased by

<PAGE>

$308,000, or 67.6%, to $764,000 from $456,000 for the fiscal year ended June 30,
1996. Interest expense increased primarily as a result of increased borrowings
used to finance the Company's working capital needs, as well as an increase in
the average rate of interest resulting from the failure of the Company to comply
with certain registration covenants contained in certain of the Company's debt
instruments.

Income Taxes. In the fiscal year ended June 30, 1997, the Company had
an income tax expense of $380,000, compared to an income tax benefit of $299,000
for the fiscal year ended June 30, 1996. LogiMetrics and mmTech currently file
separate federal and state tax returns. The tax expense recorded in 1997 relates
to pre-tax income generated by mmTech.

Financial Condition, Liquidity and Capital Resources

At March 31, 1998, the Company had cash and cash equivalents of
$931,000. At such date, the Company had total current assets of $6.7 million and
total current liabilities of $6.6 million.

Net cash used for operating activities was $2.3 million for the nine
months ended March 31, 1998. Net cash provided by operating activities was
$212,000 for the 1997 fiscal year, compared to cash used for operating
activities of $2.1 million in fiscal 1996. Net cash used for operating
activities during the nine months ended March 31, 1998 resulted primarily from a
net loss of $1.3 million, the repayment of $2.3 million in accounts payable and
increases in inventory of $379,000, offset in part by a $785,000 decrease in
costs and estimated earnings in excess of billings or uncompleted contracts, an
increase in accrued interest expense of $388,000 and an allowance for doubtful
accounts of $356,000. Net cash provided by operating activities during fiscal
1997 resulted primarily from a significant increase in accounts payable and
accrued expenses as the Company sought to defer payments to suppliers to
conserve cash, offset in part by a higher level of inventory, and the Company's
net loss of $2.5 million. Net cash used in operating activities during fiscal
1996 resulted primarily from the Company's net loss of $4.9 million, offset in
part by an increase in cash resulting from payments received under certain
long-term contracts, an increase in accounts payable and accrued expenses of and
a decrease in accounts receivable as the Company continued its efforts to
conserve cash.

Net cash used for investing activities was $110,000 for the nine
months ended March 31, 1998, $159,000 for the 1997 fiscal year, and $139,000 for
the 1996 fiscal year. Net cash used for investing activities in each period
resulted from the purchase of equipment to support the Company's operations. The
Company does not expect to have additional significant capital expenditures
during the remainder of the fiscal year ended June 30, 1998.

Net cash provided by financing activities was $3.0 million for the
nine months ended March 31, 1998, $46,000 for the 1997 fiscal year and $2.2
million for the 1996 fiscal year. Net cash provided by financing activities
during the nine months ended March 31, 1998 resulted primarily from the proceeds
of certain debt and warrant issuances by the Company, offset in part by the
repayment of certain outstanding indebtedness as well as the repayment of loans
from a stockholder of the Company. Net cash provided by financing activities
during fiscal 1997 resulted primarily from the proceeds of certain debt and
warrant issuances by the Company, offset in part by the repayment of certain
outstanding indebtedness. Net cash provided by financing activities during
fiscal 1996 resulted primarily from increased borrowings, offset in part by the
repayment of certain outstanding indebtedness.

Since January 1, 1996, the Company has raised approximately $6.1
million from private sales of convertible debentures, convertible preferred
stock and warrants to fund a portion of its cash flow needs. In addition, the
Company has attempted to address its liquidity needs through, among other
things, headcount reductions and negotiations of credit terms with its
suppliers. However, to date, the Company has continued to record losses and has
failed to generate sufficient cash flow to fund its working capital
requirements. To the extent that the Company is unable to meet its working
capital requirements by generating positive cash flow from operations, the
Company intends to continue to fund a portion of its working capital
requirements through the sale of its securities. There can be no assurance that
the Company can continue to finance its operations through the sale of
securities or as to the terms of any such sales that may occur in the future. If
the Company is unable to attain profitable operations and to generate sufficient
cash flow

<PAGE>

or to obtain sufficient financing to fund its operations, the Company may not be
able to achieve its growth objectives, may have to curtail its marketing,
development or operations, and may be unable to continue as a going concern. See
"Risk Factors -- Continuing Defaults under Substantially All Indebtedness; Other
Liquidity Risks."

The Company has recently engaged in preliminary discussions with
various institutional investors regarding the financing of the Company's working
capital requirements. The discussions to date have involved a range of financing
alternatives, including the extension of the Company's current indebtedness, the
private or public offering of its equity and/or debt securities, and strategic
alliances. However, the Company has not entered into any agreements,
understandings or arrangements with respect to any such financing transactions.
There can be no assurance that the Company will be able to raise sufficient
funds to satisfy its requirements or as to the terms or timing of any financing
that does take place. The sale by the Company of Common Stock or securities
exercisable for, convertible into or exchangeable for, shares of Common Stock
could result in substantial dilution to purchasers of the Securities offered
hereby. Further, the terms of any debt financing may contain restrictive
covenants that significantly restrict the Company's ability to take certain
actions. If the Company is unable to generate sufficient cash from its
operations or other sources, the Company may not be able to achieve its growth
objectives, may have to curtail its marketing and development activities and may
be unable to operate as a going concern. See "Risk Factors--History of Losses;
Cash Constraints; Ability to Continue as a Going Concern; and "Dependence on
Sales of Securities; Need for Additional Financing."

In addition to the Facility, at March 31, 1998 the Company had issued
and outstanding $3.0 million of its Class A Debentures, $1.6 million of its
Class B Debentures and $45,000 of its Senior Subordinated Notes (together with
the Class A Debentures and the Class B Debentures, the "Senior Subordinated
Indebtedness"), which contain financial covenants identical to those contained
in the Facility. Accordingly, at March 31, 1998, the Company was in default of
the Net Income Covenant to the same extent as under the Facility. The holders of
the Senior Subordinated Indebtedness have waived the Net Income Covenant default
for the quarter ended March 31, 1998. Pursuant to the terms of the Class A
Debentures and the Class B Debentures, the Company was required to file a
registration statement covering, among other things, the resale of the shares of
Common Stock issuable upon the conversion of the Class A Debentures and the
Class B Debentures on or prior to October 27, 1997 and to have the registration
statement declared effective by the Securities and Exchange Commission (the
"SEC") on or prior to January 25, 1998. This Registration Statement is being
filed to satisfy these registration requirements. Unless the Company completes
the required registration, the interest rate on the Class A Debentures and the
Class B Debentures will increase (subject to a maximum interest rate of 17% per
annum). The holders of the Class A Debentures and the Class B Debentures had the
right to declare all amounts thereunder due and payable if the registration
statement was not declared effective by the SEC on or prior to April 25, 1998.
The holders of the Class A Debentures and the Class B Debentures have waived
until September 30, 1998 any default arising as a result of the Company's
failure to have the required registration statement declared effective by the
SEC.

In the event that the Company is unable to comply with the terms of
the indebtedness described above and does not obtain waivers of any defaults
that might occur as a result thereof, the

<PAGE>

Bank and the holders of the Senior Subordinated Indebtedness would have the
right to declare the amounts due thereunder due and owing. In the event of such
acceleration, the Company would be required to obtain additional financing to
repay the amounts owed to the Bank and the holders of the Senior Subordinated
Indebtedness or to take other actions to protect its business and assets.

As set forth in the Consolidated Financial Statements included herein,
the Company had a significant amount of indebtedness outstanding at March 31,
1998, a substantial portion of which becomes due and payable in 1999. Based on
the Company's current working capital resources, the Company may not be able to
repay all of such indebtedness as it becomes due. In the event that the holders
of the Company's indebtedness do not agree to extend such indebtedness or do not
convert their debt into shares of Common Stock (to the extent convertible), the
Company will be required to obtain additional financing to repay such
indebtedness or to take other actions to protect its business and assets. See
"Risk Factors - Continuing Defaults Under Substantially All Indebtedness; Other
Liquidity Risks."

At December 31, 1997, CT&T was indebted to the Company in the amount
of approximately $3.4 million, representing amounts due and owing as a result of
equipment purchased by CT&T and certain of its affiliates. In December 1997,
CVNY, an affiliate of CT&T, entered into a letter agreement with the Company
pursuant to which CVNY agreed to pay on behalf of CT&T approximately $3.0
million of the amounts owed by CT&T. Under the terms of the letter agreement,
CVNY paid $350,000 to the Company, and delivered to the Company the CVNY Note in
the principal amount of approximately $2.6 million. In December 1997, CVNY paid
the Company approximately $50,000 pursuant to the terms of the CVNY Note. On
December 31,1997, the Company sold the CVNY Note without recourse for
approximately $2.4 million. There can be no assurance that the Company will
receive payment of the remaining amounts owed to it by CT&T or as to the timing
of any such payments that are ultimately made.

LogiMetrics and mmTech currently file separate federal and state
income tax returns. As of June 30, 1997, LogiMetrics had approximately $6.1
million net operating loss carry forwards available to be used to offset future
income. Such loss carry-forwards expire between 2011 and 2012.

Inflation

Inflation was not a material factor in either the sales or the
operating expenses of the Company during the periods presented herein.

Recent Pronouncements of the Financial Accounting Standards Board

In February 1997, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
("SFAS 128") which establishes standards for computing and presenting earnings
per share. SFAS 128 replaces the presentation of primary earnings per share and
fully diluted earnings per share with basic earnings per share and diluted
earnings per share, respectively. Basic earnings per share excludes dilution and
is computed by dividing income available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted earnings per
share is computed similarly to fully diluted earnings per share. The standard is
effective for financial statements for periods ending after December 15, 1997,
with earlier application not permitted.

<PAGE>

Because the Company incurred losses in both of the fiscal years ended
June 30, 1997 and 1996 and for the nine month period ended March 31, 1998, the
reported losses per share would not have been affected by using this new
standard.

In June 1997, the FASB issued Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information," which requires disclosure of reportable operating segments and
will be effective for financial statements issued for fiscal years beginning
after December 31, 1997. The Company will be reviewing this pronouncement to
determine its applicability to the Company, if any.

Year 2000 Issue

The year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Certain
computer programs may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices or engage in similar normal business
activity. Based on a recent internal assessment, the Company has determined that
the cost to modify its existing software and/or to convert to new software will
not be significant. However, if customers, suppliers or others with whom the
Company does business experience problems relating to the year 2000 issue, the
Company's business, financial condition or results of operation could be
materially adversely affected.

<PAGE>
BUSINESS

Overview

The Company manufactures and sells high-power amplifiers, including
TWTAs and other peripheral transmission equipment, used to transmit
communication signals. The Company also manufactures and sells instrumentation
amplifiers for industrial, commercial and military applications, either as
stand-alone units or as part of electromagnetic test systems used to measure the
electromagnetic compatibility ("EMC") and electromagnetic susceptibility ("EMS")
of various equipment, including satellite earth stations, wireless communication
systems, automobiles and other transportation equipment. These systems
frequently incorporate multiple TWTAs. The Company's customers include military
and other governmental agencies, manufacturers and testing laboratories.
Customers using the Company's amplifiers, systems and test systems in the
communications area include CT&T, the National Aeronautics and Space
Administration, the European Space Agency, Eaton Corporation and the NASA Lewis
Research Center Jet Propulsion Laboratory, and in the EMC/EMS area include
General Motors Proving Ground, TRW, Inc., Lockheed Martin Corporation and Space
Systems Loral.

The TWTAs sold by the Company are used for a variety of purposes,
including: LMDS and Very Small Aperture Terminal ("VSAT") transmitting devices,
EMC/EMS testing, microwave studies and general high-power component testing. In
addition, the Company sells complete specialty systems in response to specific
customer requests. These systems are typically designed to meet specific
customer needs and range from automated EMS testing systems to sophisticated
electronic ground-based or airborne electronic warfare equipment. These systems
typically incorporate one or more TWTAs and may also include software developed
by third parties and other ancillary equipment.

Since March 1996, the Company has sought to redirect its business
focus away from defense applications and toward commercial opportunities. In
particular, the Company is now actively pursuing the sale of TWTAs, other
high-power amplifiers and peripheral equipment operating in the Ka band (26-40
GHz) for use in the emerging market for LMDS service and for new satellite
applications. See "Industry Overview."

In furtherance of this change in strategic focus, in April 1997, the
Company merged with mmTech, which designs, develops, manufactures and sells
telecommunications equipment for use in the LMDS market. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Overview." The Company's customers in the LMDS market presently consist of CT&T
and certain licensees of CT&T. See "Sales and Marketing."

The Company was founded in December 1968. The Company's headquarters
are located at 50 Orville Drive, Bohemia, New York 11716, and its telephone
number is (516) 784-4110.

Industry Overview

The Company believes that many of the existing markets for its TWTAs,
other high-power amplifiers and related products are mature. For instance, prior
to 1995, a significant portion of the Company's business consisted of sales of
high-power electronic jamming systems and related products to the U.S. military
and foreign military organizations. However, in conjunction with the contraction
of the U.S. defense industry, the Company's military sales have declined.

Other traditional markets for the Company's TWTAs, other high-power
amplifiers and related products have historically been characterized by low
revenue growth. For instance, the Company sells equipment to manufacturers for
testing the sensitivity of various products to electromagnetic forces. In the
EMC/EMS market, the Company's products are generally used to flood an instrument
or piece of equipment with electromagnetic energy over a broad spectrum of
frequencies and to record the results of the test. The Company believes that
this and other traditional markets for the Company's products are growing at a
rate of approximately 5% per year.

<PAGE>

In response to the decline in the U.S. defense industry and the low
growth rates characterizing other existing markets for the Company's products,
the Company has sought new markets for its products, with particular emphasis on
the LMDS market and other broad band applications.

LMDS generically describes a proposed method of providing two-way
broadband services, such as video programming distribution, video
teleconferencing, wireless local loop telephony, high speed data transmission
and Internet access. On March 25, 1998, the FCC completed an auction to award
licenses to provide LMDS services in each of the 493 BTAs in the U.S. ("BTAs"),
excluding the New York Primary Metropolitan Statistical Area ("PMSA") where
CellularVision of New York, L.P. ("CVNY"), an affiliate of CT&T, has an existing
license. One license included 1,150 MHz of spectrum (the "Block A License"),
consisting of frequencies in the 27.5 GHz - 28.35 GHz, 29.1 GHz - 29.25 GHz and
31.075 GHz - 31.225 GHz bands. The second license included 150 MHz of spectrum
(the "Block B License"), consisting of frequencies in the 31.0 GHz. - 31.075 GHz
and 31.225 GHz - 31.3 GHz bands. See "Government Regulation."

The Company believes that, as a result of the auction, a new segment
of the telecommunications industry will emerge, although no assurances can be
given in that regard. See "Risk Factors - Dependence on LMDS Emerging Market."
As of June 30, 1998, CVNY was the only entity with a commercial license to
provide LMDS services that was operational. The Company has, through CT&T,
supplied CVNY with the transmitters and other equipment used by it in the New
York market.

In addition to the LMDS market in the U.S., several foreign countries,
such as Canada, the Philippines, Thailand, Russia and the Republic of Korea,
have reserved spectrum for the provision of LMDS services. The Company has,
through CT&T, provided transmitters and other equipment to licensees of CT&T's
technology providing those services outside the United States. The Company
believes that, as a result of the FCC's auction of LMDS licenses, additional
countries will begin to authorize the provision of LMDS services. Due to these
developments, the Company believes that the LMDS market could experience
significant growth in the future, although no assurances can be given in that
regard. See "Risk Factors - Dependence and Effects of Government Regulations."
The Company's objective is to build on its experience as a supplier of LMDS
equipment to capitalize on the expected growth of this market. In addition, many
of the components used in the Company's LMDS equipment can be used for Ka-band
satellite communications.

LMDS Systems

The Company designs, develops, manufactures and sells transmitters,
repeaters, relays and other infrastructure equipment used to provide LMDS
service. LMDS services use signals transmitted at relatively high frequencies
(28 GHz) compared to other transmission methods. At higher frequency, signals
attenuate more quickly ("path loss") and can be adversely affected by rain
("rain fade").

As currently contemplated, LMDS service will be provided in a cellular
system to minimize the effects of the relatively short distances traveled by
high frequency signals (typically three miles or less) because of path loss and
rain fade. By utilizing a cellular system, and by employing certain techniques
to limit inter-cell interference, frequencies can be re-used from cell to cell,
thereby effectively covering a large area and maximizing the amount of bandwidth
available to carry video, voice or data transmissions.

Video, telephone services or data signals to be transmitted through an
LMDS system are received by the system from satellite transponders, terrestrial
microwave facilities and/or studios at a head-end. Signals are generally
processed at the head-end and are then sent to transmitters located in each
adjacent cell which, in turn, transmit the signals to subscribers within the
cell. Point-to-point relays, which are installed with the transmitter, are used
to transmit signals to remote cells. Because of the high frequency used by LMDS
and the resulting attenuation of the signal, transmission of the signal is
generally by line of sight. Where topographical conditions, such as mountains,
tall buildings and heavy foliage, result in areas where the original signal
cannot readily be received, a repeater is used to capture

<PAGE>

and re-transmit the signal to the shadowed area. Signals can be "repeated" in
this fashion several times without any noticeable loss of signal quality.

A small, narrow beam antenna is used by subscribers to receive
signals, and the Company's system utilizes a square, flat-panel antenna which is
approximately seven inches square for this purpose. As a result of the high
frequencies involved, this small antenna has the same gain as much larger
antennas typically used to receive broadcast television signals.

The Company's transmitters can transmit a wide variety of signals,
including, video, voice and data, without the need for significant modification
and it is possible to send different signals for different services from the
same transmitter. In addition, the system can be readily configured to transmit
either digital or analog signals, or a combination of the two.

Advantages of LMDS Service

The Company believes that LMDS service has several significant
advantages over other existing transmission techniques. The Company believes
that the most important advantages are the broad bandwidth made available for
LMDS services, and the lack of restrictions on the services that licensees will
be allowed to offer.

Under the FCC's rules, 1,300 MHz of bandwidth is available to LMDS
licensees in each BTA. Currently, transmission of an analog television signal
requires approximately 20 MHz per channel. Accordingly, approximately 50
channels could be transmitted simultaneously under a Block A License. With
digital transmission of television signals and using existing compression
technologies, over 200 channels could be transmitted simultaneously under a
Block A License. Similarly, a typical telephone call requires approximately 30
KHz of bandwidth. Under a Block A License, an LMDS service could handle over
33,000 simultaneous phone conversations. If certain currently available
compression techniques were used, that number could be increased to over
150,000.

The Company believes that LMDS operators could also offer wireless
Internet access to subscribers. For example, with a Block B License, LMDS
operators may provide one-way Internet service equivalent in speed to current
ISDN service (approximately 128 KB) to over 1,200 simultaneous users. CVNY has
recently commenced providing fast Internet access (48,000 KB) to subscribers in
New York, and the Company expects that other LMDS operators will offer similar
Internet access services in the future. The Company currently manufactures
equipment used for the provision of this Internet access service.

Unlike other spectrum grants, the LMDS service authorized by the FCC
is not limited to a specific use. Instead, the FCC will allow the marketplace to
determine the most valuable use of the spectrum. As a result, LMDS providers
will be able to use their licenses to provide a wide variety of one-way and
two-way services, such as video programming, telephony or data transmission,
either exclusively, or as a package of related services. The Company believes
that this broad service authorization will enhance the value of LMDS licenses
and will increase the potential uses of the spectrum grant.

The Company believes that LMDS will offer certain advantages over
existing transmission techniques. Those advantages include the following:

Low Cost Infrastructure. The Company believes that LMDS systems offer
a low cost, high quality and dependable broad band alternative to both
franchised cable systems and satellite systems, such as Direct Broadcast
Satellite ("DBS") and fiber optic systems. The Company believes that LMDS
providers will be able to offer substantially the same services at significantly
lower prices than franchised cable systems because LMDS providers will not
require the extensive networks of cables and amplifiers or the constant
maintenance, repair and cost of upgrading system architecture inherent in such
systems. DBS systems have a lower cost per household passed than will LMDS
systems, but involve other expenses associated with high-power direct broadcast
satellites.

<PAGE>

Higher Quality Picture. The Company's LMDS transmitter is capable of
delivering a generally superior picture quality as compared to the quality
generally characteristic of franchised cable or current Multichannel Multipoint
Distribution Service ("MMDS") systems. In a franchised cable system, each time a
television signal passes through an amplifier, some measure of noise is added
which results in a "grainier" picture. As a result, franchised cable picture
quality generally degrades significantly depending on the distance the signal
travels from the head-end to the subscriber. Current MMDS systems lack the FM or
digital video fidelity associated with the Company's system, and the Company
believes that these systems are also generally subject to perceptible
interference. The Company's LMDS transmitter, by contrast, has been designed to
deliver a video picture without perceptible interference under most conditions,
although the signals can be subject to temporary degradation as a result of
atmospheric conditions, such as rain fade.

Dependability. As compared to franchised cable systems, the Company
believes that LMDS systems provide a highly reliable signal because there are no
cables, amplifiers or processing and filtering equipment between the transmitter
which serves the subscriber and the subscriber's household to potentially break
or malfunction. Failure of any one of these components in the chain may
"black-out" large portions of a franchised cable system, and diagnosis and
repair efforts involve a network consisting of hundreds of miles of cable and
related relay equipment, in contrast to the subscriber/cell alignment which the
Company believes will be used by LMDS providers. In addition, the Company
believes that many LMDS providers will use fully redundant transmitter
installations, such as those currently employed by CVNY.

Compact Antenna. Unlike currently available MMDS systems, which
require rooftop mounted antennas of varying sizes up to three feet in diameter,
or DBS systems, which require an outdoor dish aimed directly at a stationary
satellite, the antennas used with the Company's system, in many cases, permit
reception of signals when mounted inside the subscriber's window, eliminating
the need for outdoor installations. The wireless nature of LMDS transmissions
allow these antennas, in many cases, to be used for delivery of LMDS services to
apartment buildings and office towers in urban areas without extensive
in-building wiring. This wiring is necessary not only in the case of franchised
cable, but also with wireless technologies such as MMDS, Satellite Master
Antenna ("SMATV") service and DBS, whose signals require a direct line-of-sight
to the transmitter, and, consequently, in densely populated urban environments,
generally require rooftop antenna installation in apartment or office buildings
and internal wiring of the building to deliver service to subscribers. However,
an LMDS signal can be received in the same manner as MMDS and SMATV signals and
then transmitted to subscribers within an apartment building or office building
or other structure through in-building cable.

Localized Programming and Advertising Options. Because of the cellular
nature of LMDS services, the Company believes that channel offerings can be
localized on a cell-by-cell basis, permitting, for example, channels targeted to
demographic or linguistic groups in particular neighborhoods, as well as
micro-marketing. In comparison, cable operators generally offer uniform
programming throughout a geographic service area, and DBS systems offer the same
programming on a nationwide basis and, to date, do not offer any local
programming.

Accurate, High-Speed Data Transmission. The Company's transmission
equipment has high signal-to-noise ratios and broad band width, enabling it to
transmit large volumes of data at least as accurately under normal operating
conditions as fiber optic systems. This capability should make LMDS services
particularly well suited for high-speed, broad band data transmission, including
Internet access.

Mitigation of the Multipath Phenomenon. Multipath is a phenomenon in
broadcast transmission which results in the reception of multiple signals at the
receiver (literally on multiple transmission paths) which can severely degrade
the picture and audio quality or cause undesirable levels of errors in digital
systems. Multipath can be a severe drawback in systems such as VHF/UHF
television and currently

<PAGE>

available MMDS systems, which use AM modulation and relatively broad beam width
receive antennas. The Company's system, which employs FM or digital modulation
and narrow beam receive antennas, can reject multipath degradation of the
signal. Because of this advantage, the Company believes that its transmitters
will be relatively immune to picture "ghosting" and other degradations that
result from multipath.

Large Spectrum Grant and Efficient Spectrum Usage. As described above,
the FCC has set aside 1,300 MHz of spectrum for LMDS services, all or a
significant portion of which can be re-used from cell to cell. This large
spectrum grant may result in advantages over competing technologies, such as
MMDS systems, which typically have access to a maximum of 200 MHz of fragmented
spectrum and use frequencies only once in a metropolitan area. In other
countries, an even broader spectrum may be reserved for LMDS services. For
instance, in Canada, 3 GHz of bandwidth has been allocated to the provision of
LMDS services (which the Canadian government calls Local Multi-point
Communications Service, or "LMCS").

Sales and Marketing

The Company sells its products through a direct sales organization
from its facilities in New York and New Jersey. In addition, the Company
utilizes a network of independent sales representatives located in the U.S.,
Asia and Europe. See "-Facilities." Sales prospects generally are targeted by
the Company or its independent sales representatives, although the Company also
responds to requests for proposals. Substantially all of the Company's specialty
systems are sold through competitive bidding after receipt of a request for
proposal.

Due to cash constraints caused by the Company's history of operating
losses, from time to time in the past, certain representatives have reduced the
level of their support for the Company's products, which, in certain cases, has
resulted in lost business opportunities. There can be no assurance that future
disruptions in the Company's relationships with its independent representatives
will not occur, or as to the effects thereof. See "Risk Factors - Dependence on
Independent Representatives."

Pursuant to the CT&T Agreement, mmTech is permitted to sell certain of
its products only to CT&T, licensees of CT&T's technology and third parties
approved by CT&T. Under the CT&T Agreement, mmTech pays to CT&T a royalty equal
to 2.5% of the gross sales from such products. See "Patents, Trademarks and
Proprietary Rights." Under current arrangements between CT&T and its licensees,
such as CVNY, CT&T receives orders for transmitters and other equipment from its
licensees and in turn places orders with the Company and other suppliers for
such equipment. CT&T has publicly disclosed that it intends to alter its method
of doing business with its licensees to address certain potential conflict of
interest issues raised by its current procurement policies. As a result, the
Company expects in the future sales of transmitters and other LMDS equipment
will be made directly to such end users, although there can be no assurance this
will be the case.

The Company generally provides a one-year parts and labor warranty on
its equipment, although the Company provides a two-year warranty to CT&T and its
licensees, and from time to time, the Company has provided extended warranties
to other customers. During the fiscal year ended June 30, 1997, the Company
incurred warranty repair expenses of approximately $200,000. See "Risk Factors -
Warranty Claims." During fiscal 1997, approximately 54.0% of the Company's
consolidated revenues came from sales of transmitters and related equipment to
CT&T and its licensees. The Company anticipates that CT&T and its licensees will
account for a substantial percentage of the Company's consolidated revenues
during fiscal 1998. See "Risk Factors - Dependence on Large Orders; Customer
Concentrations" and "-Relationship with CT&T."

<PAGE>

Backlog

The Company measures its backlog as orders for which contracts or
purchase orders have been signed, but that have not yet been shipped and for
which revenues have not yet been recognized. The Company includes in its backlog
only those customer orders that are scheduled for delivery within the next 18
months. The Company typically ships its products within six months of receiving
an order. The Company had a backlog of $6.2 million, $7.1 million and $6.4
million at March 31, 1998, June 30, 1997 and June 30, 1996, respectively.
Substantially all of the Company's backlog at March 31, 1998 is expected to be
shipped during the next six months. Any failure by the Company to meet an
agreed-upon schedule could lead to the cancellation of the related order. All
orders are subject to cancellation or delay by the customer and, accordingly,
there can be no assurance that such backlog will eventually result in revenues.

Manufacturing and Assembly

The Company manufactures and assembles TWTAs and other high-power
amplifiers at its facility in Bohemia, New York, and LMDS transmitting equipment
and related components at its facility in Eatontown, New Jersey. The Company
assembles its products from components supplied to it by various suppliers and
parts manufactured internally. Once the products are assembled, they are "burned
in" and tested to assure their proper functioning. After successful completion
of this procedure, the products are shipped to customers.

Although many of the basic components used in the Company's products,
such as chipboards, resistors, capacitors and other similar components, are
readily available from a number of sources, the Company typically purchases such
components from single suppliers to take advantage of available volume
discounts. However, to assure an adequate supply of traveling wave tubes, a
critical component in many of the Company's products, the Company has
established multiple supply sources. A limited number of components and
sub-assemblies are manufactured for the Company pursuant to the Company's
proprietary specifications, but the Company does not believe it is dependent on
any single source for these items. The Company does not have any long-term
supply arrangements.

Due to cash constraints caused by the Company's history of operating
losses, the Company has been unable to pay amounts due to its suppliers on a
timely basis. As a result, certain suppliers have refused to extend trade credit
to the Company, which, in the past, has resulted in supply disruptions that have
materially and adversely affected its business. There can be no assurance that
the Company will not experience future supply disruptions, or as to the effects
thereof. See "Risk Factors - Dependence on Limited Number of Suppliers."

Competition

<PAGE>

Government Regulation

The Company's business is not subject to significant direct government
regulation. However, the Company believes that demand for its LMDS products will
be significantly affected by government regulation because customers for its
LMDS products will be required to obtain licenses from the FCC and governmental
agencies in other countries in order to provide LMDS services. A description of
the FCC's authorization of LMDS service is provided below.

The FCC has set aside a total of 1,300 MHz of spectrum for LMDS
service in the United States and certain of its territories: 850 MHz in the
27.5-28.35 GHz band, 150 MHz in the 29.1-29.25 GHz band, and 300 MHz in the
31.0-31.3 MHz band. The LMDS spectrum is licensed regionally on the basis of 493
BTAs throughout the United States. Two licenses with ten-year terms ultimately
will be awarded in each BTA: one 1,150 MHz "Block A" license, and one 150 MHz
"Block B" license. The Block A license consists of 1,000 MHz located in the 28
GHz band (27.5-28.35 GHz and 29.1-29.25 GHz) and 150 MHz of spectrum in the
middle of the 300 MHz of spectrum in the 31 GHz band (31.075-31.225 GHz). The
Block B license consists of the two 75 MHz segments located at each end of the
300 MHz block (31.0-31.75 GHz and 31.225-31.3 GHz). As discussed in
"Business-Industry Overview," the FCC has awarded 864 of the 986 available
licenses through an auction which ended on March 25, 1998.

The FCC has placed few restrictions on the use of the spectrum
allocated to LMDS. Significantly, LMDS licensees will have substantial
discretion to develop services in response to market demand. Potential uses of
LMDS spectrum include video broadcasting, local telephony, Internet access, and
point-to-point communications. LMDS licensees can choose to provide services on
a common carrier basis, a non-common carrier basis, or a combination of the two.

There are no restrictions on the number of licenses an entity may
acquire. Parties can acquire the Block A and Block B licenses in a BTA and
combine the two licenses to create a 1.3 GHz LMDS system.

LMDS licensees will receive exclusive licenses and will be protected
from interference in most of the 1,300 MHz of spectrum allocated for LMDS use.
However, LMDS operations in the 150 MHz of the Block A spectrum in the
29.1-29.25 GHz band will be on a co-primary basis with Mobile Satellite Service
("MSS") operations and will be restricted to hub-to-subscriber transmissions
because of FCC concerns about potential interference to MSS feeder links. Block
B LMDS licensees will also be co-primary with incumbent licensees in their band
and will be required to afford interference protection to those licensees.
However, the incumbent operations protected in the Block B 150 MHz licenses are
limited in scope: protection is to be afforded only to (i) 19 state and local
government agency licensees in six states whose operations are confined to
localized vehicular traffic management and control services and (ii) eight
private business licensees who use the spectrum solely for internal business
purposes.

In order to encourage competition in the video and telephony markets,
the FCC determined in its Second Report and Order in its LMDS proceeding (the
"Second Report and Order") to limit the right of local telephone companies
(known as "local exchange carriers" or "LECs") and cable television companies
(known as "multiple system operators" or "MSOs") to acquire Block A licenses in
their respective service regions. Under rules adopted in the Second Report and
Order, LECs and MSOs will be ineligible to acquire a 20% or greater ownership
interest in a Block A license in their service region for the three years
following completion of the auction. LECs and MSOs are considered "in-region" in
a particular BTA if 10% of the BTA's population is within the authorized service
area of the LEC or MSO. There is no restriction on LECs or MSOs acquiring Block
B licenses within their respective service areas or Block A licenses outside of
their respective service areas.

The eligibility restrictions on LECs and MSOs with respect to
in-region Block A licenses may be extended beyond the initial three-year period
if the FCC determines that incumbent LECs and/or MSOs continue to have
substantial market power. Conversely, the FCC can waive the restriction on a
case-by-case basis during the initial three-year period if a LEC or MSO makes a
showing to the FCC that its particular market is sufficiently competitive and
that it no longer possesses substantial market power. As

<PAGE>

described below, certain LECs and MSOs sought FCC reconsideration of the
eligibility restrictions, and other parties challenged those restrictions in
court appeals of the relevant FCC decisions.

The Second Report and Order adopted a number of service and technical
rules governing operations by LMDS licensees. In particular, the FCC will allow
LMDS licensees up to ten years to provide "substantial service" to their
respective service areas. While it declined to define "substantial service" in
the LMDS context on a generic basis, the FCC did offer examples of service that
would qualify as "substantial." For an LMDS licensee offering video distribution
services, a demonstration of coverage of 20% of the population of its licensed
service area at the 10-year mark would constitute substantial service. For a
licensee offering point-to-point services, the construction of four links per
million people in its service area would be sufficient. In making its
determination as to whether a licensee is providing "substantial" service, the
FCC said that it may consider such factors as (i) whether the licensee is
offering a specialized or technologically sophisticated service that does not
require a high level of coverage to be of benefit to customers, and (ii) whether
the licensee's operations serve niche markets or focus on serving populations
outside of areas served by other licensees.

Because of the FCC's liberal service requirements, the Company cannot
predict when LMDS licensees will purchase the equipment necessary to provide
LMDS services. However, the Company believes that many of such LMDS licensees
may delay purchases of equipment for a significant period following the auction
or any re-auction. Accordingly, the Company does not expect that the completion
of the auction will have a material impact on the Company's business in the
short-term.

The FCC will allow licensees to disaggregate and partition their
licenses. Disaggregation refers to the assignment of a portion of the licensee's
authorized spectrum to another entity; partitioning refers to the assignment of
a portion of the licensee's geographic service area to another entity. The
Company believes that disaggregation and partitioning opportunities will
encourage the deployment of LMDS services, although no assurances can be given
in that regard.

Various parties sought reconsideration and judicial review of certain
aspects of the FCC's Second Report and Order and other decisions concerning
LMDS. The issues raised include (i) LEC and MSO eligibility; (ii) the allocation
of spectrum in the 31 GHz band to LMDS and the reinstatement of numerous 31 GHz
applications that were previously dismissed by the FCC; (iii) further
reconsideration of the FCC's denial of 971 waiver applications to provide LMDS
service filed in the wake of the FCC's 1991 grant of the waiver application
filed by CVNY's predecessor-in-interest to authorize the provision of LMDS
service in New York City; (iv) clarifications of various technical and service
rules; and (v) the level of bidding credits for qualifying entities and other
auction rules. On February 3, 1998, the FCC adopted an order addressing the
petitions for reconsideration. The order "generally affirmed" the challenged
provisions of the FCC's LMDS rules. The order "generally denied" the petitions
filed by various LECs and MSOs seeking a change in the LMDS eligibility rules.
The order also generally upheld (i) the FCC's plan for allocation of LMDS
spectrum; (ii) the FCC's liberal LMDS construction requirements; and (iii) the
denial of the 971 waiver applications.

On February 6, 1998, the United States Court of Appeals for the
District of Columbia Circuit released a decision denying various petitioners'
challenges to (i) the eligibility restrictions on LECs and MSOs; and (ii) the
denial of the 971 waiver applications.

A number of countries, such as Canada, the Republic of Korea and the
Philippines, have authorized the provision of LMDS services or services
substantially similar thereto. The Company expects that other countries will
only authorize the provision of LMDS services pursuant to licensing or other
permitting processes.

Under the FCC's rules, the Company is required to obtain certification
of its LMDS equipment to the extent that the equipment is capable of emitting RF
energy. The certification process is designed to insure that there is no excess
RF radiation or other effects which could be inconsistent with other FCC rules
or the public interest. The Company has obtained such certification for all of
the equipment that it currently intends to market to LMDS licensees.

<PAGE>

If and when the Company develops new equipment or encounters changes
to the FCC's rules, shifts in market demand, or technological developments, the
Company may have to develop new equipment which would require FCC certification.
While such certification can be routinely granted by the FCC in due course, any
inability of the Company to obtain such certification, or any delay in marketing
its equipment due to the delays occasioned by the certification process, could
have a material adverse effect on the Company's business.

Product Development

The Company incurred $352,000, $648,000 and $629,000 of expenses for
the nine-month period ended March 31, 1998 and the fiscal years ended June 30,
1997 and 1996, respectively, related to research and development, the
development of new products and enhancement of the Company's existing products.
Until recently, the Company has not engaged in significant product development
activities in its high-power amplifier business. Accordingly, the Company has
not kept pace with its competitors in the markets for TWTA's and other
high-power amplifiers in reducing the size and weight of its products. As a
result, the Company may currently be at a competitive disadvantage in the
markets for those products.

The Company is currently developing a new power supply system for its
TWTAs and other high-power amplifiers. If development of the new power supply
system is successfully completed, the Company believes that it will be able to
reduce substantially the size and weight of its TWTAs and other high-power
amplifiers. There can be no assurance that the Company will successfully
complete the development of the new power supply system, or as to the timing
thereof. In addition, there can be no assurance that any products incorporating
the new power supply system would, if successfully developed, achieve market
acceptance or a significant level of sales. See "Risk Factors - Dependence on
New Product Development; Technological Advancement."

Patents, Trademarks and Proprietary Rights

The Company does not own any patents or trademarks relating to its
TWTAs or other high-power amplifiers. The basic technology used in the design
and manufacture of those products is not proprietary to the Company and is
available in the public domain, however the Company believes that the know-how
it has developed with respect to such products is proprietary and cannot be
readily duplicated by its competitors.

In connection with its development of LMDS technology, CT&T has
obtained a patent in the United States (the "LMDS Patent") which purports to
cover the system architecture and transmission methods for LMDS service. In
addition, CT&T has filed applications in a number of foreign countries for the
issuance of foreign patents substantially similar to the LMDS Patent. The LMDS
Patent, its foreign counterparts and any other patents issued to CT&T covering
the LMDS market may have the effect of significantly limiting the markets for
the Company's LMDS equipment to those entities which have obtained appropriate
licenses from CT&T. There can be no assurance that potential customers of the
Company will choose to obtain the required licenses from CT&T or that licenses
will be available from CT&T on terms which are acceptable to potential
customers.

The design and development of the initial LMDS transmitter sold by
mmTech was undertaken pursuant to the CT&T Agreement. Under the CT&T Agreement,
CT&T retained ownership of all intellectual property created during such
development phase, including the design of the initial transmitters sold to CT&T
pursuant thereto. Pursuant to the terms of that agreement, mmTech has agreed to
sell transmitters utilizing such intellectual property or otherwise intended to
implement or imitate the CT&T transmission system only to CT&T, its licensees
and third parties approved by CT&T. mmTech is required to pay CT&T a royalty of
2.5% of its gross sales from the sale of such transmitters.

The Company believes that its current LMDS equipment is not covered by
the CT&T Agreement and that the Company can fully sell such equipment to all
interested purchasers. There can be no assurance, however, that CT&T will not
take the position that such equipment is

<PAGE>

covered by the CT&T Agreement. In the event that it is ultimately determined
that such equipment is subject to the CT&T Agreement, the Company's business,
results of operations, and financial condition would be materially and adversely
affected. See "Risk Factors - Relationship with CT&T."

Facilities

The Company does not own any real property and currently conducts its
operations at the following leased premises:
<TABLE>
<CAPTION>

Approximate
Square Annual Lease
Location Description of Facility Footage Lease Cost Expiration

50 Orville Drive Corporate headquarters, 14,000 $130,000 7/31/04
Bohemia, New York manufacturing and assembly,
11716 sales and customer support

20 Meridian Way Research, manufacturing 11,500 $95,000 3/31/00
Eatontown, New Jersey and assembly, customer
07724 support and administrative

</TABLE>

The Company believes that its existing facilities will be sufficient
to meet the Company's needs for the foreseeable future.

Employees

As of June 30, 1998, the Company had 66 full-time and 11 part-time
employees, of whom 47 were engaged in manufacturing, eleven were engaged in
product development activities and 19 were engaged in sales, service and general
administration. None of the Company's employees is represented by a union, and
the Company considers its relationships with its employees to be satisfactory.

Litigation

The Company is not a party to any material legal proceedings.

<PAGE>
MANAGEMENT

Executive Officers and Directors

The following table sets forth certain information regarding the
Company's executive officers and directors as of March 24, 1998.

Name Age Position

<S> <C>
Kenneth C. Thompson(1) 50 Chief Executive Officer and Director
Charles S. Brand(1) 58 Chairman of the Board and Chief Technology Officer
Frank A. Brand(2)(3) 73 Director
Jean-Francois Carreras(2)(3) 48 Director
Mark B. Fisher 38 Director
Francisco A. Garcia(2)(3) 46 Director
Erik S. Kruger 36 Vice President-Finance and Administration and
Secretary
Norman M. Phipps(1) 37 President, Chief Operating Officer and Director

</TABLE>

(1) Member of Executive Committee.

(2) Member of Audit Committee.

(3) Member of Compensation Committee.

Kenneth C. Thompson. Mr. Thompson has been a director of the Company
since July 1997 and, since March 1998, has been the Company's Chief Executive
Officer. From April 1997 until March 1998, Mr. Thompson was a private investor
and consultant. Prior to April 1997, Mr. Thompson held several senior management
positions with Glenayre Electronics, Inc., including President of the Voice and
Data Technologies Group, Executive Vice President - Sales and Marketing and
Executive Vice President - Business Operations. Glenayre is a manufacturer of
infrastructure equipment for the paging and cellular industry.

Charles S. Brand. Mr. Brand has served as the Chairman of the Board
and the Chief Technology Officer since April 1997 and March 1998, respectively.
From April 1997 until March 1998, Mr. Brand also served as the Chief Executive
Officer of the Company. Since February 1994, Mr. Brand has been the President of
mmTech, which was acquired by the Company in April 1997. Prior to founding
mmTech, Mr. Brand was the founder and President of Trontech, Inc., a
manufacturer of wireless equipment for the cellular and PCS markets. Mr. Brand
has been involved in the development of LMDS systems and architecture for over
ten years. Mr. Brand is the nephew of Dr. Frank A. Brand.

Dr. Frank A. Brand. Dr. Brand has been a director of the Company since
April 1997. Since 1991, Dr. Brand has been a private investor and consultant.
Prior to his retirement in 1991, Dr. Brand held several senior management
positions with M/A-COM, Inc., a major manufacturer of telecommunications
products and systems, including Chief Technical Officer, Chief Operating Officer
and Acting Chief Executive Officer. Dr. Brand is a Life-Fellow of the Institute
of Electrical and Electronic Engineers, a Fellow of Polytechnic University and a
member of the Engineering Dean's Council at UCLA.

Jean-Francois Carreras. Mr. Carreras has been a director of the
Company since April 1997. Since October 1994, Mr. Carreras has been a partner in
the Paris law firm of Sokolow, Dunaud, Mercadier and Carreras. From October 1994
to July 1995, Mr. Carreras was also a partner in the law firm of Arent, Fox,
Kintner, Plotkin & Kahn. Prior thereto, until October 1994, Mr. Carreras was a
partner in the law firm of Coudert Brothers. Mr. Carreras is a French citizen.

<PAGE>

Mark B. Fisher. Mr. Fisher has been a director of the Company since
July 1997. Mr. Fisher is the President of MBF Capital Corporation, Inc. ("MBF"),
a firm that invests in and advises technology driven companies. From 1990 to
1996, Mr. Fisher served as a principal of Alex. Brown & Sons, Inc. (now, BT
Alex. Brown).

Franciso A. Garcia. Mr. Garcia has been a director of the Company
since July 1997. From 1987 to December 1997, Mr. Garcia has served as Chairman
of the Board of Neptune Management Company, Inc., a manager of funds and
accounts investing in distressed securities, obligations and consumer
receivables. Since 1991, Mr. Garcia has also served as President of Nethuns,
Inc., a firm engaged in financial advisory, consumer finance and investment
activities. Mr. Garcia is a Spanish citizen.

Erik S. Kruger. Mr. Kruger has been the Company's Vice
President-Finance and Administration and Secretary since February 1998. Prior
thereto, from February 1996 until February 1998, Mr. Kruger served as the Chief
Financial Officer of CVNY. From October 1990 until February 1996, Mr. Kruger was
employed by Coopers & Lybrand L.L.P.

Norman M. Phipps. Mr. Phipps has served as the President and Chief
Operating Officer of the Company since April 1997. From May 1996 to April 1997,
Mr. Phipps served as Chairman and Acting President of the Company. Mr. Phipps
served as a Principal of Phipps, Teman & Co. L.L.C. ("PTCO"), a private
investment firm, from August 1993 to March 1998. From January 1991 to August
1993, Mr. Phipps was Managing General Partner of CP Capital Partners, a private
investment firm. Mr. Phipps is a director of Avery Communications, Inc.

The Company currently does not regularly compensate directors for
their service to the Company. However, directors are reimbursed for
out-of-pocket expenses incurred in their capacity as directors of the Company.

Currently, Dr. Brand and Mr. Fisher provide consulting services to the
Company and receive or will receive certain fees and/or shares of the Company's
Common Stock in connection therewith. In addition, prior to his appointment as
the Company's Chief Executive Officer, Mr. Thompson also provided consulting
services to the Company and received certain fees and/or shares of the Company's
Common Stock in connection therewith. See "Employment Agreements and
Compensation Arrangements."

Pursuant to the terms of the Stock Compensation Program, each director
who has not been a full-time employee of the Company or any subsidiary for at
least the prior 12 months receives an option to purchase 5,000 shares of Common
Stock each year on the earlier of (i) the date of the Company's annual meeting
of stockholders, or (ii) June 1. Options granted to such directors under the
Stock Compensation Program have an exercise price equal to the fair market value
of the underlying shares of Common Stock on the date of grant. See "1997 Stock
Compensation Program."

Right to Designate Directors; Changes in Control

In connection with the March 1996 recapitalization of the Company (the
"Restructuring"), the Company and Cerberus Partners, L.P. ("Cerberus") entered
into a Unit Purchase Agreement, dated March 7, 1996 (the "Unit Purchase
Agreement", pursuant to which the Company issued to Cerberus 30 Units (the
"nits", each Unit consisting of $50,000 in aggregate principal amount of 12%
Convertible Senior Subordinated Debentures due December 31, 1998 (the "Senior
Subordinated Debentures") and a Series C Warrant to purchase 84,746 shares of
Common Stock. The Senior Subordinated Debentures were subsequently exchanged for
Class B Debentures in July 1997 in connection with the transactions described
below. Pursuant to the terms of the Unit Purchase Agreement, Cerberus currently
has the right to require the Company to increase the size of the Board of
Directors by one person and to designate a person to fill the vacancy created by
such increase. Cerberus has not exercised its right to designate a director.

<PAGE>

To assist the Company in effecting the Restructuring, the Company
retained PTCO and SFM Group, Ltd. ("SFM") pursuant to the terms of a consulting
agreement, dated December 20, 1995 (the "Consulting Agreement"). Pursuant to the
terms of the Consulting Agreement, among other things, Murray H. Feigenbaum, a
former President of the Company, and Jerome Deutsch, a former Executive Vice
President of the Company, granted irrevocable proxies to PTCO and SFM to vote
the shares of Common Stock owned by them at that time on certain matters,
including the election of directors (the "Voting Rights"). Under the terms of
the Consulting Agreement, PTCO had the right to elect three directors and SFM
had the right to elect two directors. Accordingly, since Mr. Feigenbaum and Mr.
Deutsch owned more than 50% of the Common Stock then outstanding, PTCO and SFM
were deemed to have acquired control of the Company at that time. In connection
with the acquisition of mmTech, PTCO and SFM irrevocably waived their rights
under the Consulting Agreement to appoint directors and to exercise the Voting
Rights. SFM is no longer in existence and its principals, which included Alfred
Mendelsohn and Lawrence I. Schneider, former directors of the Company, and Mark
B. Fisher, a director of the Company, have succeeded to its rights under the
Consulting Agreement and the proxy arrangements referenced above.

Pursuant to the terms of the Agreement and Plan of Merger, dated
December 18, 1996, as amended (the "Merger Agreement"), among the Company,
mmTech, a wholly owned subsidiary of the Company ("Merger Sub"), and Charles S.
Brand, Merger Sub merged with and into mmTech (the "Merger") and mmTech became a
wholly owned subsidiary of the Company. Pursuant to the Merger, each outstanding
share of mmTech common stock was converted into 192,478 shares of Common Stock,
resulting in the issuance of a total of 19,247,800 shares of Common Stock to Mr.
Brand. Upon consummation of the Merger, Mr. Brand became the Chairman and Chief
Executive Officer of the Company and its largest stockholder. Accordingly, upon
consummation of the Merger, Mr. Brand acquired control of the Company. At that
time, Norman M. Phipps, previously the Chairman and Acting President of the
Company, became the President and Chief Operating Officer of the Company.
Following the Merger, the Company's Board of Directors was reconstituted to
consist of Mr. Brand, Dr. Frank A. Brand, Jean-Francois Carreras, Alfred
Mendelsohn and Mr. Phipps.

In July 1997, the Company entered into a Purchase Agreement (the
"Purchase Agreement") with a group of institutional investors (the
"Purchasers"), including certain entities affiliated with Mark B. Fisher, a
director of the Company. Pursuant to the terms of the Purchase Agreement, the
Company issued and sold to the Purchasers $2,750,000 in aggregate principal
amount of the Class A Debentures, Series G Warrants to purchase an aggregate of
7,350,000 shares of Common Stock at an exercise price of $0.50 per share, Series
H Warrants to purchase an aggregate of 1,100,000 shares of Common Stock at an
exercise price of $0.60 per share and Series I Warrants to purchase an aggregate
of 550,000 shares of Common Stock at an exercise price of $1.125 per share, for
a total purchase price of $3,352,500. Pursuant to the terms of the Purchase
Agreement, the Purchasers have the right, at any time prior to July 28, 1998, to
purchase an additional $833,333 in aggregate principal amount of the Class A
Debentures, Series G Warrants to purchase an aggregate of 2,000,000 shares of
Common Stock, Series H Warrants to purchase an aggregate of 333,333 shares of
Common Stock and Series I Warrants to purchase an aggregate of 166,667 shares of
Common Stock for a total purchase price of $1,000,000 (the "Purchase Option").
On May 1, 1998, the Purchase Option was exercised in part. Accordingly, on that
date, the Company issued $416,668 of additional Class A Debentures, additional
Series G Warrants to purchase on aggregate of 1,000,000 shares of Common Stock,
additional Series H Warrants to purchase an aggregate of 166,667 shares of
Common Stock and additional Series I Warrants to purchase an aggregate of 83,333
shares of Common Stock.

In connection with the transactions contemplated by the Purchase
Agreement, the Purchasers, the Company and Charles S. Brand entered into a
Stockholders Agreement (the "Stockholders Agreement") pursuant to which, among
other things, Mr. Brand agreed to certain restrictions on his ability to sell
his shares of Common Stock. Pursuant to the terms of the Stockholders Agreement,
the size of the Board of Directors was increased to seven members and the
Purchasers received the right to appoint three directors. In the event that the
Purchase Option is exercised in full, the number of directors will be increased
to eight, and the Purchasers will have the right to appoint an additional
director. At any time that the Purchasers are entitled to appoint at least four
directors, at either the request of Mr. Brand or the Purchasers, the size of the
Board will be further increased by one and Mr. Brand and the Purchasers will
have the right to mutually select an independent director to fill the resulting
vacancy. Further, in the event that Cerberus (or any subsequent holder of the
Class B Debentures) exercises its right under the Unit Purchase Agreement to
designate a member of the Board of Directors, the number of directors will

<PAGE>

be increased by two, the holder of the Class B Debentures will have the right to
appoint one director and Mr. Brand and the Purchasers will have the right to
appoint an additional independent director.

Pursuant to the terms of the Stockholders Agreement, Mr. Brand has
appointed himself, Dr. Brand, Mr. Carreras and Mr. Phipps and the Purchasers
have appointed Messrs. Fisher, Garcia and Thompson as directors of the Company.
To facilitate the recomposition of the Board of Directors, Mr. Mendelsohn
resigned as a director of the Company effective upon the closing of the
transactions contemplated by the Purchase Agreement.

Under the terms of the Stockholders Agreement, the parties agreed to
cause (i) the Executive Committee of the Board of Directors to be comprised of
two directors designated by Mr. Brand and one director designated by the
Purchasers, (ii) the Audit Committee of the Board of Directors to be comprised
of two directors designated by Mr. Brand and two directors designated by the
Purchasers, and (iii) the Compensation Committee of the Board of Directors to be
comprised of two directors designated by Mr. Brand and two directors designated
by the Purchasers. In the event that the Purchase Option is exercised in full,
the Purchasers will have the right to designate a second director to serve on
the Executive Committee of the Board of Directors. All directors have been
designated by either Mr. Brand or the Purchasers to serve on the respective
Board committees set forth below.

Effective in March 1998, Mr. Thompson became the Chief Executive
Officer of the Company. Under the terms of the Stockholders Agreement, Mr.
Thompson is treated as a director designated by Mr. Brand and is entitled to
serve as a member of the Executive Committee of the Board of Directors.

Under the terms of the Stockholders Agreement, the holders of a
majority of the shares of Common Stock beneficially owned by the Purchasers have
the right, subject to certain limitations, to cause the Company to enter into a
"Company Sale". A Company Sale is defined to include (i) a sale of all or
substantially all of the assets of the Company (other than to certain
affiliates), (ii) a merger, consolidation, share exchange or other similar
transaction in which the holders of the Company's voting stock receive less than
50% of the voting power of the surviving entity, (iii) a sale, disposition or
issuance of shares of voting stock of the Company in which a person or entity
(other than a party to the Stockholder Agreement or its affiliates) acquires 50%
or more of the total voting power of the Company, and (iv) the formation of
certain partnerships, joint ventures and other strategic alliances involving the
sale or transfer of all or substantially all of the assets of the Company to a
third party.

The Stockholders Agreement terminates upon the earliest to occur of
(i) the written consent of the holders of a majority of the shares of Common
Stock beneficially owned by the Purchasers and the holders of a majority of the
shares of Common Stock then beneficially owned by Mr. Brand and certain
transferees, (ii) Mr. Brand and certain transferees, as a group, or the
Purchasers, as a group, becoming the beneficial owners of less than 10% of the
outstanding Common Stock (determined on a fully-diluted basis), or (iii) upon
the consummation of a Company Sale in accordance with the terms of the
Stockholders Agreement.

Compensation Committee Interlocks and Insider Participation

The Company's Compensation Committee is currently comprised of Dr.
Brand and Messrs. Carreras and Garcia. Mr. Thompson resigned as a member of the
Compensation Committee effective upon his election as the Company's Chief
Executive Officer. During the fiscal year ended June 30, 1997, Mr. Mendelsohn
(who resigned as a director of the Company in July 1997) was also a member of
the Compensation Committee. Mr. Mendelsohn has entered into a consulting
agreement with the Company.

The Company has entered into a consulting agreement with Dr. Brand
pursuant to which Dr. Brand provides strategic, technological and other services
to the Company for up to 90 days in any calendar year. Under the consulting
agreement, which expires April 30, 1999, Dr. Brand is entitled to receive a
quarterly payment of 36,363 shares of Common Stock. In the consulting agreement,
Dr. Brand has agreed to certain confidentiality, non-competition and
intellectual property covenants.

<PAGE>

The Company has entered into a consulting agreement with Mr. Thompson
pursuant to which Mr. Thompson has provided strategic, technological and other
services to the Company since August 1997. Under the consulting agreement, Mr.
Thompson received an aggregate of approximately $47,000 for work performed under
the agreement as of March 31, 1998, as well as reimbursement for certain
expenses incurred by him in connection therewith. Mr. Thompson also is entitled
to receive additional monthly payments of up to $12,000 per month, as well as
additional expense reimbursements. In addition to the cash payments referred to
above, under the consulting agreement, Mr. Thompson received 108,000 shares of
Common Stock. In the consulting agreement, Mr. Thompson agreed to certain
confidentiality, non-competition and intellectual property covenants. Mr.
Thompson's consulting agreement will terminate upon the effectiveness of the
employment agreement between the Company and Mr. Thompson. See "Employment
Agreements and Compensation Arrangements."

No executive officer of the Company and no member of the Compensation
Committee is a member of any other business entity that has an executive officer
that sits on the Company' Board or on the Compensation Committee.

Executive Compensation

The following table summarizes certain information relating to the
compensation paid or accrued by the Company for services rendered during the
fiscal years ended June 30, 1997, June 30, 1996 and June 30, 1995 to each person
serving as its Chief Executive Office and each of the Company' four other most
highly paid executive officers whose total annual salary and bonus for the
fiscal year ended June 30, 1997 exceeded $100,000 (collectively, the "Named
Executive Officers"):

Summary Compensation Table

Annual Compensation
-----------------------------------------------------
Other Long-Term
Name and Fiscal Annual Compensation
Principal Position Year Salary($) Bonus($) Compensation($) Awards/Options (#)

Charles S. Brand (1) 1997 $159,616(2) -- * 20,000
Chairman of the Board 1996 150,000 -- * --
and Chief Executive 1995 150,000 -- * --
Officer

Norman M. Phipps (3) 1997 $153,395 -- * 825,000
President and Chief 1996 -- -- -- --
Operating Officer 1995 -- -- -- --

Russell J. Reardon (4) 1997 $100,000 $50,000 * 310,000
Senior Vice President- 1996 25,000 -- * 250,000
Finance and 1995 -- -- -- --
Administration
_______________________
</TABLE>

(1) Mr. Thompson succeeded Mr. Brand as the Company' Chief Executive Officer
in March 1998. Mr. Thompson did not receive compensation for services
rendered to the Company in any capacity during the fiscal year ended June
30, 1997.

(2) Annual compensation payable to Mr. Brand increased to $200,000, effective
April 25, 1997. See "--Employment Agreements and Compensation
Arrangements."

(3) Includes $130,325 in consulting fees paid to Mr. Phipps prior to his
employment by the Company in April 1997.

(4) Employment commenced in April 1996. Mr. Reardon resigned as an officer of
the Company effective February 27, 1998.

* Less than 10% of salary plus bonus.

<PAGE>

Option Grants

The following table summarizes certain information relating to the
grant of options to purchase Common Stock to each of the Named Executive
Officers during the fiscal year ended June 30, 1997.

Option/SAR Grants in Last Fiscal Year(1)

Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date

<S> <C> <C> <C> <C> <C>
Charles S. Brand 20,000 0.7% $0.605 6/20/07

Norman M. Phipps 825,000 29.5% $0.550 6/20/07

Russell J. Reardon 310,000 11.1% $0.550 6/20/07

</TABLE>

(1) The Company did not grant stock appreciation rights during the fiscal year
ended June 30, 1997.

Options Exercised in Last Fiscal Year and Fiscal Year-End Option Values

The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of stock options during the fiscal
year ended June 30, 1997 and unexercised options held by such Named Executive
Officers as of June 30, 1997.

Aggregated Option Exercises in Fiscal 1997 and
Fiscal Year-End Option Values

Number of Securities
Underlying Unexercised Options Value of Unexercised
at Fiscal Year End In-The-Money Options at
(#) Exercisable/Unexercisable Fiscal Year End ($) (1)

<S> <C> <C>
Charles S. Brand --/20,000 0/0
Norman M. Phipps 543,334/281,666 0/0
Russell J. Reardon 350,000/210,000 $12,500/0

</TABLE>

(1) Based on an estimated market value of $0.55 per share for the Common
Stock on June 30, 1997.

1997 Stock Compensation Program

In May 1997, the Company adopted the Stock Compensation Program in
order to promote the interests of the Company, its direct and indirect present
and future subsidiaries and its stockholders by providing eligible persons with
the opportunity to acquire an ownership interest, or to increase their ownership
interest, in the Company as an incentive to remain in the service of the
Company. The Stock Compensation Program authorizes the granting of incentive
stock options, non-qualified stock options, stock appreciation rights,
performance shares and stock bonus awards to employees and consultants of the
Company and its subsidiaries, including those employees serving as officers or
directors of the Company (the "Employee Plans"). The Stock Compensation Program
also authorizes automatic option grants to directors who are not otherwise
employed by the Company (the "Independent Director Plan").

<PAGE>

In connection with the Stock Compensation Program, 7,500,000 shares of Common
Stock are reserved for issuance, of which up to 7,350,000 shares may be issued
under the Employee Plans and up to 150,000 shares may be issued under the
Independent Director Plan. The Stock Compensation Program is administered by the
Compensation Committee of the Board of Directors (the "Administrator").

Options and awards granted under the Stock Compensation Program may
have an exercise or payment price as established by the Compensation Committee,
provided that the exercise price of incentive stock options granted under the
Employee Plans may not be less than the fair market value of the underlying
shares on the date of grant. Options granted under the Independent Director Plan
must have an exercise price equal to the fair market value of the underlying
shares on the date of grant.

Unless otherwise provided at the date of grant, no option or award may
vest within one year of the date of grant and no option or award may be
exercised more than 10 years from the date of grant. Options granted under the
Independent Director Plan vest one year following the date of grant and expire
if not exercised on or before the fifth anniversary thereof. Unless otherwise
specified by the Compensation Committee, options and awards (other than pursuant
to the Independent Director Plan) vest in four equal installments on the first,
second, third and fourth anniversaries of the date of grant. Vesting of any
option or award granted under the Stock Compensation Program may be accelerated
in certain circumstances, including upon the occurrence of a "Change in Control
Event" (as defined in the Stock Compensation Program).

Options and awards granted under the Stock Compensation Program are
nontransferable, except by will or by the laws of descent and distribution.
However, the Compensation Committee may permit the recipient of a non-incentive
stock option granted under the Employee Plans and options granted under the
Independent Director Plan to transfer the option to a family member or a trust
created for the benefit of family members. During the lifetime of a participant,
an option may be exercised only by the participant or a permitted transferee. In
the event that a participant's employment or service terminates as a result of
death, all vested awards will be paid to the participant's estate by the Company
and the participant's estate or any permitted transferee will have the right to
exercise vested options for a period ending on the earlier of the expiration
dates of such options or one year from the date of death. If the participant's
employment or service terminates as a result of retirement or a "disability" (as
set forth in the Stock Compensation Program), all vested awards will be paid to
the participant by the Company and the participant or any permitted transferee
will have the right to exercise vested options for a period ending on the
earlier of the expiration dates of such options or one year from the date of
termination. If the participant's employment or service terminates for cause,
all options and awards will automatically expire upon termination. If the
participant's employment or service terminates other than as a result of death,
disability, retirement or termination for cause, the participant will have the
right to collect all vested awards immediately and the participant or any
permitted transferee will have the right to exercise vested options for a period
ending on the earlier of the expiration dates of such options or awards or 30
days from the date of termination, subject to extension at the discretion of the
Administrator, or three months from the date of termination in the case of
options granted pursuant to the Independent Director Plan. In all cases, any
unvested options or awards will terminate as of the date of termination of
employment or service.

The Stock Compensation Program terminates on April 30, 2007, unless
earlier terminated by the Board of Directors. No options or awards may be
granted under the Stock Compensation Program after its termination; however,
termination of the Stock Compensation Program will not affect the status of any
option or award outstanding on the date of termination.

<PAGE>

Employment Agreements and Compensation Arrangements

The Company expects to enter into a three-year employment agreement
(the "Thompson Agreement") with Mr. Thompson, the Company's Chief Executive
Officer, in the near future. Although no agreement has been executed as of the
date hereof, the Company anticipates that, pursuant to the terms of the Thompson
Agreement, in the event that the Company consummates a private or public sale of
its securities resulting in net proceeds of at least $10,000,000 to the Company
(a "Qualifying Offering"), Mr. Thompson will receive a base salary of $250,000
per annum, subject to periodic review in the discretion of the Board of
Directors. In addition, upon consummation of a Qualifying Offering, Mr. Thompson
will receive a one-time bonus of $50,000. Pursuant to the expected terms of the
Thompson Agreement, Mr. Thompson will, upon consummation of a Qualifying
Offering, receive a non-qualified stock option exercisable for 3,000,000 shares
of Common Stock at an exercise price of $0.60 per share, subject to adjustment
in certain circumstances. Such option will be immediately exercisable. The
Company also will maintain a $1,000,000 term life insurance policy for Mr.
Thompson's benefit upon completion of a Qualifying Offering. Mr. Thompson also
will be entitled to certain other perquisites in such circumstances.

Prior to the consummation of a Qualifying Offering, Mr. Thompson will
be entitled to receive compensation for his services to the Company equivalent
to those provided to him pursuant to his consulting arrangements with the
Company. See "Compensation Committee Interlocks and Insider Participation."
Prior to the consummation of a Qualifying Offering, Mr. Thompson will not be
required to devote more than 10 days in any calendar month to the Company's
affairs. In the event that a Qualifying Offering does not occur on or prior to
September 30, 1998, Mr. Thompson will have the right to terminate his employment
by the Company.

If a Qualifying Offering occurs, Mr. Thompson will be entitled to
certain severance benefits from the Company in the event that his employment is
terminated thereafter pursuant to a Without Cause Termination, or Mr. Thompson
terminates his employment thereafter for Good Reason (as such terms are expected
to be defined in the Thompson Agreement). In addition, upon consummation of a
Qualifying Offering, Mr. Thompson will have the right to terminate his
employment in certain circumstances following a Change in Control Event (as such
term is expected to be defined in the Thompson Agreement) and to receive certain
payments in connection therewith.

The Company expects that, pursuant to the Thompson Agreement, Mr.
Thompson will be subject to certain confidentiality, work-for-hire and
non-competition covenants.

In connection with the Merger, Mr. Charles Brand and Mr. Phipps
entered into five-year employment agreements with the Company. Pursuant to such
agreements, Mr. Brand receives an annual base salary of $200,000 and Mr. Phipps
receives an annual base salary of $150,000, subject to periodic increases at the
discretion of the Board of Directors. Mr. Brand and Mr. Phipps are entitled to
participate in all compensation and employee benefit plans, including such
bonuses as may be authorized by the Board of Directors from time to time. The
Company also agreed to provide and maintain a $1,000,000 term-life insurance
policy for the benefit of each of Mr. Brand and Mr. Phipps. In the event of the
termination of employment by the Company (other than upon death, permanent
disability or a "termination for cause"), each of Mr. Brand and Mr. Phipps would
be entitled to receive his then-current base salary for a period equal to the
greater of (i) the remainder of the term of his employment agreement, or (ii)
twelve months from the effective date of termination.

In July 1997, the Company entered into a consulting agreement with
MBF, an entity which is controlled by Mr. Fisher, pursuant to which MBF agreed
to cause Mr. Fisher to provide certain financial consulting services to the
Company for up to 25% of Mr. Fisher's business time. Under the consulting
agreement, MBF is entitled to receive a monthly payment of $5,000 The consulting
agreement has a term of 18 months.

In addition, the Company has entered into consulting agreements with
Dr. Brand and Mr. Thompson. Mr. Thompson's consulting arrangements were
terminated upon his election as the

<PAGE>

Company's Chief Executive Officer. See "Compensation Committee Interlocks and
Insider Participation."

Mr. Reardon resigned as an officer of the Company effective February
27, 1998. Pursuant to the terms of his severance agreement, the Company agreed
to continue to pay to Mr. Reardon his current base salary and certain medical
benefits through June 30, 1998 (subject to certain exceptions). Also pursuant to
the severance agreement, Mr. Reardon has agreed to terminate certain vested
options held by him and, in exchange therefor, the Company has granted Mr.
Reardon an option to purchase an equal number of shares of Common Stock which
option shall remain exercisable for one year from the effective date of
termination. Mr. Reardon has agreed to provide certain consulting services to
the Company upon request until June 30, 1998.

Indemnification of the Directors and Officers

The Certificate of Incorporation provide that every person who is or
was a director, officer, employee or agent of the Company shall be indemnified
by the Company pursuant to the provisions of Section 145 of the Delaware General
Corporation Law to the fullest extent permitted thereby against all liabilities
and expenses imposed upon or incurred by that person in connection with any
proceeding in which that person may be made, or threatened to be made, a party,
or in which that person may become involved by reason of that person being or
having been a director or officer or continues to serve in any capacity with any
other enterprise at the request of the Company. In addition, the Company's
by-laws, as amended, provide the directors, officers and employees of the
Company with similar protections. Such provisions may provide indemnification to
the officers and directors of the Company for liability under the Securities
Act.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

CERTAIN TRANSACTIONS

In July 1995, the Company sold to SFM Series B Warrants to purchase
1,500,000 shares of Common Stock, at a price of $0.02 per share, with an
exercise price of $0.25 per share, for services rendered in obtaining financing
for the Company. Alfred Mendelsohn and Lawrence I. Schneider, former directors
of the Company, were principals in SFM. Mark B. Fisher, a director of the
Company, was also a principal in SFM.

In December 1995, the Company entered into a consulting agreement with
two companies, SFM and PTCO, for services to be rendered in obtaining additional
financing for the Company. SFM and PTCO were granted Series E Warrants to
purchase a total of 1,000,000 shares of the Company's Common Stock at $0.50 per
share any time prior to March 7, 2003. SFM and PTCO also were subsequently paid
fees of $87,500 and $216,377, respectively, when the financing was provided in
March 1996. Norman M. Phipps, a director of the Company, and Wade Teman, a
former officer of the Company, are principals in PTCO.

In May 1996, a former director of the Company, Lawrence I. Schneider,
was elected Chairman of the Executive Committee for a five-year term. As
compensation, he was paid $100,000, in June 1996. Mr. Schneider resigned as a
director in November 1996.

During the fiscal year ended June 30, 1996, the Company paid Orbitrex
International, Inc. ("Orbitrex"), whose President is Alfred Mendelsohn, a former
director of the Company, $71,000 for business development services provided to
the Company. Additionally, the Company granted Mr. Mendelsohn Series F Warrants
to purchase 100,000 shares of Common Stock at $0.50 per share.

<PAGE>

In June 1997, the Company entered into a consulting agreement with
Orbitrex. Under the consulting agreement, Orbitrex agreed to provide certain
services in connection with product development and international marketing
opportunities. Under the consulting agreement, Orbitrex is entitled to receive
payments aggregating $60,000, payable in monthly installments on or prior to
April 30, 1998. In the consulting agreement, Orbitrex agreed to certain
confidentiality, non-competition and intellectual property covenants.

In July 1997, Mr. Phipps purchased 850,000 shares of Common Stock from
the Company for $467,500, or $0.55 per share. In connection with the purchase,
$8,500 was paid in cash from the proceeds of a one-time bonus paid to Mr. Phipps
and the remainder was paid in the form of a non-recourse secured promissory note
(the "Phipps Note"). The Phipps Note does not bear interest, has no fixed
maturity date, and is secured by a pledge of the shares of Common Stock
purchased by Mr. Phipps. The Phipps Note will automatically be forgiven upon the
occurrence of a "Change in Control Event" (as defined in the Phipps Note). The
Phipps Note will become due and payable upon the occurrence of certain events,
including a sale or other disposition by Mr. Phipps of the shares of Common
Stock or the termination of Mr. Phipps' employment as a result of a "Termination
for Cause" (as defined in the Phipps Note). If Mr. Phipps' employment
terminates, other than as a result of a Termination for Cause or a "Without
Cause Termination" (as defined in the Phipps Note), the Phipps Note will become
payable in 60 monthly installments. The Company has agreed to make certain
payments to Mr. Phipps in respect of certain federal income tax consequences
which may result from the terms of the Phipps Note.

MBF, an entity controlled by Mark B. Fisher, a director of the
Company, paid $35,000 of the purchase price payable by it in connection with its
July 1997 purchase of Class A Debentures, Series G Warrants, Series H Warrants,
and Series I Warrants in the form of a non-recourse secured promissory note (the
"MBF Note"). The MBF Note matures on July 29, 2000 and bears interest
(compounded annually) at a rate of 6.07% per annum, which is payable at
maturity. The MBF Note is secured by a pledge of the Series G Warrants purchased
by MBF. The MBF Note will become immediately due and payable upon the occurrence
of certain events, including a sale or other disposition by MBF of the Series G
Warrants purchased by it or the consummation of a Company Sale (as defined in
the Stockholders Agreement).

Prior to its acquisition by the Company, Mr. Brand, the Company's
Chairman and Chief Executive Officer, lent certain amounts to mmTech on an
as-needed basis to fund a portion of mmTech's working capital requirements. The
maximum amount advanced by Mr. Brand was $649,150, and $623,086 in such advances
were outstanding at June 30, 1997. Pursuant to an agreement between Mr. Brand
and the Company, the Company has agreed to pay interest on the unpaid advances
(which previously had been interest-free) at a rate of seven percent per annum.
The Company also agreed that, subject to its cash flow requirements, it would
use its best efforts to repay up to $300,000 of such advances on or before
September 30, 1997 and that the remaining advances would be repaid at a rate of
$50,000 per month, commencing in October 1997. As of April 15, 1998, the Company
had paid Mr. Brand $200,000 pursuant to the arrangements described above.

Mr. Brand owns 40% of the outstanding common stock of Advanced Control
Components, Inc. ("ACC"). ACC currently sublets space from the Company at its
Eatontown, New Jersey facility and pays to mmTech $33,312 in annual rent.
Employees from mmTech perform services for ACC and employees from ACC perform
services for mmTech from time to time. The company utilizing such services pays
to the company providing such services an amount equal to two times the base
hourly salary of the employees providing such services for the number of hours
involved. Pursuant to such arrangements, ACC paid to mmTech net amounts of
$230,686 during the fiscal year ended June 30, 1997 and $154,850 during the
fiscal year ended June 30, 1996.

Certain holders of the Company's securities, including directors,
officers and beneficial owners of more than 5% of the Common Stock are entitled
to certain registration rights with respect to securities of the Company held by
them.

<PAGE>

For a description of certain other transactions between the Company
and certain of its directors, executive officers and major stockholders, See
"Management - Right to Designate Directors; Changes in Control."

<PAGE>

SELLING SECURITYHOLDERS

The Securities registered hereby will be offered from time to time by
the Selling Securityholders. For a description of certain relationships between
the Company and certain of the Selling Securityholders, See
"Management--Executive Officers and Directors," "--Right to Designate Directors;
Changes in Control" and "Certain Transactions." Mr. Laird served as the
Company's Chairman of the Board, President and Chief Executive Officer from
March 1996 to May 1996. Mr. Wade Teman was a Principal of PTCO until March 1998
and served as a Senior Vice President of the Company from May 1996 until August
1997. Mr. Gaffney currently is an employee of mmTech.

The following tables sets forth certain information with respect to the
Selling Securityholders. All ownership information is as of June 15, 1998.

<PAGE>

Common Stock

Common Stock
Common Stock Maximum Owned
Selling Owned Amount to After Offering if
Securityholder Prior to Offering(1)(2) be Sold(2) Maximum is Sold(1)(2)
- ------------------------------ ----------------------------- --------------- -------------------------------

Amount Percent Amount Percent
---------------- --------- ---------------- ----------
<S> <C> <C> <C> <C> <C>

Charles S. Brand 19,387,800 (3) 68.4% 19,367,800 20,000 *
Stephen Feinberg 6,041,158 (4) 17.6 6,041,158 -- --
Mark B. Fisher 5,044,551 (5) 15.2 5,044,551 -- --
Gregory Manocherian 4,086,063 (6) 12.7 4,086,063 -- --
A.C. Israel Enterprises, Inc. 2,423,944 (7) 7.9 2,423,944 -- --
Gerald B. Cramer 2,423,944 (8) 7.9 2,423,944 -- --
CRM Partners, L.P. 2,181,549 (9) 7.2 2,181,549 -- --
Norman M. Phipps 2,153,118 (10) 7.3 1,328,118 825,000 2.9%
CRM Enterprise Fund, L.L.C. 1,624,040 (11) 5.4 1,624,040 -- --
CRM Retirement Partners, L.P. 1,211,971 (12) 4.1 1,211,971 -- --
CRM Madison Partners, L.P. 1,211,971 (13) 4.1 1,211,971 -- --
Beja International SA 943,400 (14) 3.3 943,400 -- --
Murray H. Feigenbaum 795,344 2.8 795,344 -- --
L.A.D. Equity Partners, L.P. 757,290 (15) 2.6 757,290 -- --
Lawrence I. Schneider 622,857 (16) 2.2 622,857 -- --
Lamare Investments Ltd. 617,360 (17) 2.2 617,360 -- --
CRM-EFO Partners, L.P. 605,984 (18) 2.1 605,984 -- --
Wade Teman 585,739 (19) 2.0 335,739 250,000 *
Jerome Deutsch 575,376 2.0 575,376 -- --
Alfred Mendelsohn 506,250 (20) 1.8 390,000 116,250 *
Cramer Rosenthal McGlynn,
Inc. 450,685 (21) 1.6 450,685 -- --
UTO Bank 420,000 1.5 420,000 -- --
Michael Gaffney 411,000 (22) 1.5 400,000 11,000 *
RILAR Family Associates, L.P. 380,000 (23) 1.3 380,000 -- --
Frederick G. Graham 377,360 (24) 1.3 377,360 -- --
Freydun Manocherian 377,360 (25) 1.3 377,360 -- --
Stanley Associates 377,360 (26) 1.3 377,360 -- --
CRM U.S. Value Fund, Ltd. 363,592 (27) 1.3 363,592 -- --
Richard S. Fuld 363,592 (28) 1.3 363,592 -- --
Russell J. Reardon 353,333 (29) 1.3 353,333 -- --
Henry N. Schneider 342,013 (30) 1.2 322,013 20,000 *
Eurycleia Partners, L.P. 325,326 (31) 1.1 325,326 -- --
Nathan A. Low 308,680 (32) 1.1 308,680 -- --
Richard K. Laird 298,781 (33) 1.1 298,781 -- --
Radix Associates 248,680 (34) * 248,680 -- --
Weiskopf, Silver & Co. 248,680 (35) * 248,680 -- --
McGlynn Family Partnership 242,394 (36) * 242,394 -- --
Edward J. Rosenthal Keogh 242,394 (37) * 242,394 -- --
Fred M. Filoon 242,394 (38) * 242,394 -- --
Erik S. Kruger 240,000 (39) * 40,000 200,000 *
Venturetek, L.P. 214,340 (40) * 214,340 -- --
Danilan Investments Inc. 188,680 (41) * 188,680 -- --
Howard & Lois Lorsch 188,680 (42) * 188,680 -- --
Erdinch H. Ozada 188,680 (43) * 188,680 -- --
JAM Investment Associates 188,680 (44) * 188,680 -- --
Stephen J. DeGroat 188,680 (45) * 188,680 -- --
Jeremy Isaacs 188,680 (46) * 188,680 -- --
Steven B. Kalafer 188,680 * 188,680 -- --
Rita Schneider 188,680 (47) * 188,680 -- --
Seymour & Arlene Teman 188,680 (48) * 188,680 -- --
Frank A. Brand 181,816 * 181,816 -- --
Kenneth C. Thompson 133,000 * 108,000 $25,000 --
Eugene A. Trainor 121,198 (49) * 121,198 -- --
Sabina International Inc. 120,000 (50) * 120,000 -- --
Amy Schneider 120,000 * 120,000 -- --
Leonard P. Shaykin 120,000 (51) * 120,000 -- --
Kenneth & Claire Alpert 94,340 (52) * 94,340 -- --
Spencer Brown 94,340 (53) * 94,340 -- --
Scott Schneider 94,340 (54) * 94,340 -- --
RBC, Inc. 60,000 (55) * 60,000 -- --
Kenneth I. Haber 50,000 (56) * 50,000 -- --
Allan Schneider 50,000 (57) * 50,000 -- --
Waveland Limited Partnership 50,000 (58) * 50,000 -- --
Edward J. Harrison 40,000 (59) * 40,000 -- --
David & Julie Musicant 40,000 (60) * 40,000 -- --
Russell T. Stern, Jr. 40,000 (61) * 40,000 -- --
Jeffrey Plattus 33,333 (62) * 33,333 -- --
Jean-Francois Carreras 32,500 (63) * 32,500 -- --
Kemlink, Inc. 20,000 (64) * 20,000 -- --
William & Janice Fisher 15,000 (65) * 15,000 -- --
Arthur L. Chianese 7,500 (66) * 7,500 -- --
Robert Danziger 7,500 (67) * 7,500 -- --
Carlton Ziegenfus 7,500 (68) * 7,500 -- --
Gilda Miodownic 4,000 (69) * 4,000 -- --
Mark & Rita Woltin 3,000 (70) * 3,000 -- --
Elaine Nakis 1,000 (71) * 1,000 -- --
- -----------------------
*Less than 1%.
</TABLE>

(1) Assumes the full exercise or conversion of outstanding convertible
securities, warrants, rights or options for such person or entity
exercisable or convertible.
(2) Certain amounts shown are subject to adjustment in certain circumstances.

(3) Includes 20,000 shares of Common Stock issuable upon the exercise of
options.

(4) Consists of (i) 2,815,104 shares of Common Stock issuable upon the
conversion of Class B Debentures held by Cerberus, (ii) 683,674 shares of
Common Stock issuable upon the conversion of Class B Debentures issuable
to Cerberus in lieu of cash interest on the outstanding Class B
Debentures, and (iii) 2,542,380 shares of Common Stock issuable upon the
exercise of Series C Warrants held by Cerberus. Mr. Feinberg is the
Managing Member of Cerberus Associates, L.L.C., the general partner of
Cerberus and, accordingly, is deemed to be the beneficial owner of all
shares of Common Stock owned by Cerberus.

(5) Includes (i) 284,425 shares of Common Stock issuable upon the conversion
of Class A Debentures held by Mr. Fisher, (ii) 60,000 shares of Common
Stock issuable upon the exercise of Series A Warrants held by Mr. Fisher,
(iii) 520,000 shares of Common Stock issuable upon the exercise of Series
B Warrants held by Mr. Fisher, (iv) 241,935 shares of Common Stock
issuable upon the exercise of Series G Warrants held by Mr. Fisher, (v)
12,943 shares of Common Stock issuable upon the exercise of Series H
Warrants held by Mr. Fisher, and (vi) 6,472 shares of Common Stock
issuable upon the exercise of Series I Warrants held by Mr. Fisher. Also
includes (i) 500,000 shares of Common Stock issuable to MBF upon the
exercise of Series G Warrants held by MBF, (ii) 568,850 shares of Common
Stock issuable upon the conversion of Class A Debentures held by MBF
Broadband Systems, L.P. ("Broadband Systems"), (iii) 483,871 shares of
Common Stock issuable upon the exercise of Series G Warrants held by
Broadband Systems, (iv) 25,886 shares of Common Stock issuable upon the
exercise of Series H Warrants held by Broadband Systems, (v) 12,943
shares of Common Stock issuable upon the exercise of Series I Warrants
held by Broadband Systems, (vi) 441,861 shares of Common Stock issuable
upon the exercise of Series G Warrants held by Phineas Broadband Systems,
L.P. ("Phineas"), (vii) 883,721 shares of Common Stock issuable upon the
exercise of Series H Warrants held by Phineas and (viii) 441,861 shares
of Common Stock issuable upon the exercise of Series I Warrants held by
Phineas. Also includes (i) 69,075 shares of Common Stock issuable upon
the conversion of Class A Debentures issuable to Mr. Fisher in lieu of
cash interest on the outstanding Class A Debentures held by him, (ii)
138,151 shares of Common Stock issuable upon the conversion of Class A
Debentures issuable to Broadband Systems in lieu of cash interest on the
outstanding Class A Debentures held by it, and (iii) 232,557 shares of
Common Stock issuable upon the exercise of additional Series G Warrants,
Series H Warrants and Series I Warrants which Phineas has the right to
acquire from the Company. Mr. Fisher is the sole officer, director and
shareholder of MBF and MBF Broadband Systems, Inc., the general partner
of both Broadband Systems and Phineas. Accordingly, Mr. Fisher is deemed
to be the beneficial owner of all shares of Common Stock beneficially
owned by each of MBF, Broadband Systems and Phineas.

(6) Includes 47,170 shares of Common Stock issuable upon the conversion of
one-half of a share of Series A Preferred Stock held by Mr. Manocherian.
Also includes (i) 113,770 shares of Common Stock issuable upon the
conversion of Class A Debentures held by Kabuki Partners ADP, GP
("Kabuki"), (ii) 96,774 shares of Common Stock issuable upon the exercise
of Series G Warrants held by Kabuki, (iii) 5,177 shares of Common Stock
issuable upon the exercise of Series H Warrants held by Kabuki, (iv)
2,589 shares of Common Stock issuable upon the exercise of Series I
Warrants held by Kabuki, (v) 488,096 shares of Common Stock issuable upon
the conversion of Class A Debentures held by Whitehall Properties LLC
("Whitehall"), (vi) 437,870 shares of Common Stock issuable upon the
exercise of Series G Warrants held by Whitehall, (vii) 22,536 shares of
Common Stock issuable upon the exercise of Series H Warrants held by
Whitehall, (viii) 11,268 shares of Common Stock issuable upon the
exercise of Series I Warrants held by Whitehall, (ix) 976,193 shares of
Common Stock issuable upon the conversion of Class A Debentures held by
Pamela Equities Corp. ("PEC"), (x) 875,740 shares of Common Stock
issuable upon the exercise of Series G Warrants held by PEC, (xi) 45,072
shares of Common Stock issuable upon the exercise of Series H Warrants
held by PEC, and (xii) 22,536 shares of Common Stock issuable upon the
exercise of Series I Warrants held by PEC. Also includes (i) 27,630
shares of Common Stock issuable upon the conversion of Class A Debentures
issuable to Kabuki in lieu of cash interest on the outstanding Class A
Debentures held by it, (ii) 118,539 shares of Common Stock issuable upon
the conversion of Class A Debentures issuable to Whitehall in lieu of
cash interest on the outstanding Class A Debentures held by it, (iii)
237,078 shares of Common Stock issuable upon the conversion of Class A
Debentures issuable to PEC in lieu of cash interest on the outstanding
Class A Debentures held by it, (iv) 134,138 shares of Common Stock
issuable upon the exercise or conversion of Optional Class A Debentures
and additional Series G Warrants, Series H Warrants and Series I Warrants
which Whitehall has the right to acquire from the Company, (v) 268,275
Shares of Common Stock issuable upon the exercise or conversion of
Optional Class A Debentures and Series G Warrants, Series H Warrants and
Series I Warrants which PEC has the right to acquire from the Company,
(vi) 16,147 shares of Common Stock issuable upon the conversion of Class
A Debentures issuable to Whitehall in lieu of cash interest on the
Optional Class A Debentures it has the right to acquire from the Company,
and (vii) 32,295 shares of Common Stock issuable upon the conversion of
Class A Debentures issuable to PEC in lieu of cash interest on the
Optional Class A Debentures it has the right to acquire from the Company.
Mr. Manocherian is (i) the controlling general partner of Kabuki, (ii) a
member of Whitehall, and (iii) an officer of PEC. Accordingly, Mr.
Manocherian may be deemed to be the beneficial owner of all shares of
Common Stock beneficially owned by each of Kabuki, Whitehall and PEC.

(7) Consists of (i) 976,193 shares of Common Stock issuable upon the
conversion of Class A Debentures held by A.C. Israel Enterprises, Inc.
("ACIE"), (ii) 842,495 shares of Common Stock issuable upon the exercise
of Series G Warrants held by ACIE, (iii) 45,072 shares of Common Stock
issuable upon the exercise of Series H Warrants held by ACIE, and (iv)
22,536 shares of Common Stock issuable upon the exercise of Series I
Warrants held by ACIE. Also includes (i) 237,078 shares of Common Stock
issuable upon the conversion of Class A Debentures issuable to ACIE in
lieu of cash interest on the outstanding Class A Debentures held by it,
(ii) 268,275 shares of Common Stock issuable upon the exercise or
conversion of Optional Class A Debentures and additional Series G
Warrants, Series H Warrants and Series I Warrants which ACIE has the
right to acquire from the Company, and (iii) 32,295 shares of Common
Stock issuable upon the conversion of Class A Debentures issuable to ACIE
in lieu of cash interest on the Optional Class A Debentures it has the
right to acquire from the Company.

(8) Consists of (i) 976,193 shares of Common Stock issuable upon the
conversion of Class A Debentures held by Mr. Cramer, (ii) 842,495 shares
of Common Stock issuable upon the exercise of Series G Warrants held by
Mr. Cramer, (iii) 45,072 shares of Common Stock issuable upon the
exercise of Series H Warrants held by Mr. Cramer, and (iv) 22,536 shares
of Common Stock issuable upon the exercise of Series I Warrants held by
Mr. Cramer. Also includes (i) 237,078 shares of Common Stock issuable
upon the conversion of Class A Debentures issuable to Mr. Cramer in lieu
of cash interest on the outstanding Class A Debentures held by him, (ii)
268,275 shares of Common Stock issuable upon the exercise or conversion
of Optional Class A Debentures and additional Series G Warrants, Series H
Warrants and Series I Warrants which Mr. Cramer has the right to acquire
from the Company, and (iii) 32,295 shares of Common Stock issuable upon
the conversion of Class A Debentures issuable to Mr. Cramer in lieu of
cash interest on the Optional Class A Debentures he has the right to
acquire from the Company.

(9) Consists of (i) 878,554 shares of Common Stock issuable upon the
conversion of Class A Debentures held by CRM Partners, L.P. ("CRM
Partners"), (ii) 758,245 shares of Common Stock issuable upon the
exercise of Series G Warrants held by CRM Partners, (iii) 40,565 shares
of Common Stock issuable upon the exercise of Series H Warrants held by
CRM Partners, and (iv) 20,282 shares of Common Stock issuable upon the
exercise of Series I Warrants held by CRM Partners. Also includes (i)
213,370 shares of Common Stock issuable upon the conversion of Class A
Debentures issuable to CRM Partners in lieu of cash interest on the
outstanding Class A Debentures held by it, (ii) 241,468 shares of Common
Stock issuable upon the exercise or conversion of Optional Class A
Debentures and additional Series G Warrants, Series H Warrants and Series
I Warrants which CRM Partners has the right to acquire from the Company,
and (iii) 29,065 shares of Common Stock issuable upon the conversion of
Class A Debentures issuable to CRM Partners in lieu of cash interest on
the Optional Class A Debentures it has the right to acquire from the
Company.

(10) Includes (i) 296,042 shares of Common Stock issuable upon the exercise of
Series E Warrants held by Mr. Phipps, (ii) 134,906 shares of Common Stock
issuable upon the exercise of Series F Warrants held by Mr. Phipps, (iii)
23,585 shares of Common Stock issuable upon the conversion of one-quarter
share of Series A Preferred Stock held by Mr. Phipps, and (iv) 825,000
shares of Common Stock issuable upon the exercise of options.

(11) Consists of (i) 654,047 shares of Common Stock issuable upon the
conversion of Class A Debentures held by CRM 1997 Enterprise Fund, L.L.C.
("CRM Enterprise Fund"), (ii) 564,472 shares of Common Stock issuable
upon the exercise of Series G Warrants held by CRM Enterprise Fund, (iii)
30,199 shares of Common Stock issuable upon the exercise of Series H
Warrants held by CRM Enterprise Fund, and (iv) 15,099 shares of Common
Stock issuable upon the exercise of Series I Warrants held by CRM
Enterprise Fund. Also includes (i) 158,841 shares of Common Stock
issuable upon the conversion of Class A Debentures issuable to CRM
Enterprise Fund in lieu of cash interest on the outstanding Class A
Debentures held by it, (ii) 179,745 shares of Common Stock issuable upon
the exercise or conversion of Optional Class A Debentures and additional
Series G Warrants, Series H Warrants and Series I Warrants which CRM
Enterprise Fund has the right to acquire from the Company, and (iii)
21,637 shares of Common Stock issuable upon the conversion of Class A
Debentures issuable to CRM Enterprise Fund in lieu of cash interest on
the Optional Class A Debentures it has the right to acquire from the
Company.

(12) Consists of (i) 488,096 shares of Common Stock issuable upon the
conversion of Class A Debentures held by CRM Retirement Partners, L.P.
("CRM Retirement Partners"), (ii) 421,248 shares of Common Stock issuable
upon the exercise of Series G Warrants held by CRM Retirement Partners,
(iii) 22,536 shares of Common Stock issuable upon the exercise of Series
H Warrants held by CRM Retirement Partners, and (iv) 11,268 shares of
Common Stock issuable upon the exercise of Series I Warrants held by CRM
Retirement Partners. Also includes (i) 118,539 shares of Common Stock
issuable upon the conversion of Class A Debentures issuable to CRM
Retirement Partners in lieu of cash interest on the outstanding Class A
Debentures held by it, (ii) 134,137 shares of Common Stock issuable upon
the exercise or conversion of Optional Class A Debentures and additional
Series G Warrants, Series H Warrants and Series I Warrants which CRM
Retirement Partners has the right to acquire from the Company, and (iii)
16,147 shares of Common Stock issuable upon the conversion of Class A
Debentures issuable to CRM Retirement Partners in lieu of cash interest
on the Optional Class A Debentures it has the right to acquire from the
Company.

(13) Consists of (i) 488,096 shares of Common Stock issuable upon the
conversion of Class A Debentures held by CRM Madison Partners, L.P. ("CRM
Madison Partners"), (ii) 421,248 shares of Common Stock issuable upon the
exercise of Series G Warrants held by CRM Madison Partners, (iii) 22,536
shares of Common Stock issuable upon the exercise of Series H Warrants
held by CRM Madison Partners, and (iv) 11,268 shares of Common Stock
issuable upon the exercise of Series I Warrants held by CRM Madison
Partners. Also includes (i) 118,539 shares of Common Stock issuable upon
the conversion of Class A Debentures issuable to CRM Madison Partners in
lieu of cash interest on the outstanding Class A Debentures held by it,
(ii) 134,137 shares of Common Stock issuable upon the exercise or
conversion of Optional Class A Debentures and additional Series G
Warrants, Series H Warrants and Series I Warrants which CRM Madison
Partners has the right to acquire from the Company, and (iii) 16,147
shares of Common Stock issuable upon the conversion of Class A Debentures
issuable to CRM Madison Partners in lieu of cash interest on the Optional
Class A Debentures it has the right to acquire from the Company.

(14) Consists of 471,700 shares of Common Stock issuable upon the conversion
of five shares of Series A Preferred Stock held by Beja International SA.

(15) Consists of (i) 304,981 shares of Common Stock issuable upon the
conversion of Class A Debentures held by L.A.D. Equity Partners ("LAD"),
(ii) 263,212 shares of Common Stock issuable upon the exercise of Series
G Warrants held by LAD, (iii) 14,081 shares of Common Stock issuable upon
the exercise of Series H Warrants held by LAD, and (iv) 7,043 shares of
Common Stock issuable upon the exercise of Series I Warrants held by LAD.
Also includes (i) 74,066 shares of Common Stock issuable upon the
conversion of Class A Debentures issuable to LAD in lieu of cash interest
on the outstanding Class A Debentures held by it, (ii) 83,817 shares of
Common Stock issuable upon the exercise or conversion of Optional Class A
Debentures and additional Series G Warrants, Series H Warrants and Series
I Warrants which LAD has the right to acquire from the Company, and (iii)
10,090 shares of Common Stock issuable upon the conversion of Class A
Debentures issuable to LAD in lieu of cash interest on the Optional Class
A Debentures it has the right to acquire from the Company.

(16) Consists of (i) 291,667 shares of Common Stock issuable upon the exercise
of Series E Warrants held by Mr. Schneider and (ii) 331,190 shares of
Common Stock issuable upon the exercise of Series F Warrants held by Mr.
Schneider.

(17) Includes 188,680 shares of Common Stock issuable upon the conversion of
two shares of Series A Preferred Stock held by Lamare Investments Ltd.

(18) Consists of (i) 244,048 shares of Common Stock issuable upon the
conversion of Class A Debentures held by CRM-EFO Partners, L.P.
("CRM-EFO"), (ii) 210,624 shares of Common Stock issuable upon the
exercise of Series G Warrants held by CRM-EFO, (iii) 11,268 shares of
Common Stock issuable upon the exercise of Series H Warrants held by
CRM-EFO, and (iv) 5,634 shares of Common Stock issuable upon the exercise
of Series I Warrants held by CRM-EFO. Also includes (i) 59,269 shares of
Common Stock issuable upon the conversion of Class A Debentures issuable
to CRM-EFO in lieu of cash interest on the outstanding Class A Debentures
held by it, (ii) 67,068 shares of Common Stock issuable upon the exercise
or conversion of Optional Class A Debentures and additional Series G
Warrants, Series H Warrants and Series I Warrants which CRM-EFO has the
right to acquire from the Company, and (iii) 8,073 shares of Common Stock
issuable upon the conversion of Class A Debentures issuable to CRM-EFO in
lieu of cash interest on the Optional Class A Debentures it has the right
to acquire from the Company.

(19) Includes (i) 200,125 shares of Common Stock issuable upon the exercise of
Series E Warrants held by Mr. Teman, (ii) 88,444 shares of Common Stock
issuable upon the exercise of Series F Warrants held by Mr. Teman, (iii)
23,585 shares of Common Stock issuable upon the conversion of one-quarter
share of Series A Preferred Stock held by Mr. Teman, and (iv) 250,000
shares of Common Stock issuable upon the exercise of options.

(20) Includes (i) 290,000 shares of Common Stock issuable upon the exercise of
Series B Warrants held by Mr. Mendelsohn, (ii) 100,000 shares of Common
Stock issuable upon the exercise of Series F Warrants held by Mr.
Mendelsohn, and (iii) 85,000 shares of Common Stock issuable upon the
exercise of options.

(21) Consists of (i) 100,905 shares of Common Stock issuable upon the
conversion of Class A Debentures held by Cramer Rosenthal McGlynn, Inc.
("CRM"), (ii) 287,217 shares of Common Stock issuable upon the exercise
of Series G Warrants held by CRM, (iii) 4,659 shares of Common Stock
issuable upon the exercise of Series H Warrants held by CRM, and (iv)
2,331 shares of Common Stock issuable upon the exercise of Series I
Warrants held by CRM. Also includes (i) 24,506 shares of Common Stock
issuable upon the conversion of Class A Debentures issuable to CRM in
lieu of cash interest on the outstanding Class A Debentures held by it,
(ii) 27,730 shares of Common Stock issuable upon the exercise or
conversion of Optional Class A Debentures and additional Series G
Warrants, Series H Warrants and Series I Warrants which CRM has the right
to acquire from the Company, and (iii) 3,337 shares of Common Stock
issuable upon the conversion of Class A Debentures issuable to CRM in
lieu of cash interest on the Optional Class A Debentures it has the right
to acquire from the Company.

(22) Includes 11,000 shares of Common Stock issuable upon the exercise of
options.

(23) Consists of 380,000 shares of Common Stock issuable upon the exercise
of Series B Warrants held by RILAR Family Associates, L.P.

(24) Consists of 188,680 shares of Common Stock issuable upon the conversion
of two shares of Series A Preferred Stock held by Mr. Graham.

(25) Consists of 188,680 shares of Common Stock issuable upon the conversion
of two shares of Series A Preferred Stock held by Mr. Manocherian.

(26) Consists of 188,680 shares of Common Stock issuable upon the conversion
of two shares of Series A Preferred Stock held by Stanley Associates.

(27) Consists of (i) 146,428 shares of Common Stock issuable upon the
conversion of Class A Debentures held by CRM U.S. Value Fund, Ltd.
("Value Fund"), (ii) 126,374 shares of Common Stock issuable upon the
exercise of Series G Warrants held by Value Fund, (iii) 6,761 shares of
Common Stock issuable upon the exercise of Series H Warrants held by
Value Fund, and (iv) 3,381 shares of Common Stock issuable upon the
exercise of Series I Warrants held by Value Fund. Also includes (i)
35,562 shares of Common Stock issuable upon the conversion of Class A
Debentures issuable to Value Fund in lieu of cash interest on the
outstanding Class A Debentures held by it, (ii) 40,242 shares of Common
Stock issuable upon the exercise or conversion of Optional Class A
Debentures and additional Series G Warrants, Series H Warrants and Series
I Warrants which Value Fund has the right to acquire from the Company,
and (iii) 4,844 shares of Common Stock issuable upon the conversion of
Class A Debentures issuable to Value Fund in lieu of cash interest on the
Optional Class A Debentures it has the right to acquire from the Company.

(28) Consists of (i) 146,428 shares of Common Stock issuable upon the
conversion of Class A Debentures held by Mr. Fuld, (ii) 126,374 shares of
Common Stock issuable upon the exercise of Series G Warrants held by Mr.
Fuld, (iii) 6,761 shares of Common Stock issuable upon the exercise of
Series H Warrants held by Mr. Fuld, and (iv) 3,381 shares of Common Stock
issuable upon the exercise of Series I Warrants held by Mr. Fuld. Also
includes (i) 35,562 shares of Common Stock issuable upon the conversion
of Class A Debentures issuable to Mr. Fuld in lieu of cash interest on
the outstanding Class A Debentures held by him, (ii) 40,242 shares of
Common Stock issuable upon the exercise or conversion of Optional Class A
Debentures and additional Series G Warrants, Series H Warrants and Series
I Warrants which Mr. Fuld has the right to acquire from the Company, and
(iii) 4,844 shares of Common Stock issuable upon the conversion of Class
A Debentures issuable to Mr. Fuld in lieu of cash interest on the
Optional Class A Debentures he has the right to acquire from the Company.

(29) Consists of 353,333 shares of Common Stock issuable upon the exercise of
options.

(30) Consists of (i) 133,333 shares of Common Stock issuable upon the exercise
of Series E Warrants held by Mr. Schneider, (ii) 94,340 shares of Common
Stock issuable upon the conversion of one share of Series A Preferred
Stock held by Mr. Schneider, and (iii) 20,000 shares of Common Stock
issuable upon the exercise of options.

(31) Consists of (i) 131,019 shares of Common Stock issuable upon the
conversion of Class A Debentures held by CRM Eurycleia Partners, L.P.
("Eurycleia"), (ii) 113,074 shares of Common Stock issuable upon the
exercise of Series G Warrants held by Eurycleia, (iii) 6,049 shares of
Common Stock issuable upon the exercise of Series H Warrants held by
Eurycleia, and (iv) 3,025 shares of Common Stock issuable upon the
exercise of Series I Warrants held by Eurycleia. Also includes (i) 31,818
shares of Common Stock issuable upon the conversion of Class A Debentures
issuable to Eurycleia in lieu of cash interest on the outstanding Class A
Debentures held by it, (ii) 36,006 shares of Common Stock issuable upon
the exercise or conversion of Optional Class A Debentures and additional
Series G Warrants, Series H Warrants and Series I Warrants which
Eurycleia has the right to acquire from the Company, and (iii) 4,335
shares of Common Stock issuable upon the conversion of Class A Debentures
issuable to Eurycleia in lieu of cash interest on the Optional Class A
Debentures it has the right to acquire from the Company.

(32) Includes 94,340 shares of Common Stock issuable upon the conversion of
one-share of Series A Preferred Stock held by Mr. Low.

(33) Includes 94,340 shares of Common Stock issuable upon the exercise of
Series D Warrants held by Mr. Laird.

(34) Consists of 94,340 shares of Common Stock issuable upon the exercise of
Series D Warrants held by Radix, and (iii) 94,340 shares of Common Stock
issuable upon the conversion of one share of Series A Preferred Stock
held by Radix Associates.

(35) Includes 94,340 shares of Common Stock issuable upon the conversion of
one share of Series A Preferred Stock held by Weiskopf, Silver & Co.

(36) Consists of (i) 97,619 shares of Common Stock issuable upon the
conversion of Class A Debentures held by McGlynn Family Partnership
("McGlynn"), (ii) 84,250 shares of Common Stock issuable upon the
exercise of Series G Warrants held by McGlynn, (iii) 4,507 shares of
Common Stock issuable upon the exercise of Series H Warrants held by
McGlynn, and (iv) 2,254 shares of Common Stock issuable upon the exercise
of Series I Warrants held by McGlynn. Also includes (i) 23,708 shares of
Common Stock issuable upon the conversion of Class A Debentures issuable
to McGlynn in lieu of cash interest on the outstanding Class A Debentures
held by it, (ii) 26,827 shares of Common Stock issuable upon the exercise
or conversion of Optional Class A Debentures and additional Series G
Warrants, Series H Warrants and Series I Warrants which McGlynn has the
right to acquire from the Company, and (iii) 3,229 shares of Common Stock
issuable upon the conversion of Class A Debentures issuable to McGlynn in
lieu of cash interest on the Optional Class A Debentures it has the right
to acquire from the Company.

(37) Consists of (i) 97,619 shares of Common Stock issuable upon the
conversion of Class A Debentures held by Edward J. Rosenthal Keogh
("Keogh"), (ii) 84,250 shares of Common Stock issuable upon the exercise
of Series G Warrants held by Keogh, (iii) 4,507 shares of Common Stock
issuable upon the exercise of Series H Warrants held by Keogh, and (iv)
2,254 shares of Common Stock issuable upon the exercise of Series I
Warrants held by Keogh. Also includes (i) 23,708 shares of Common Stock
issuable upon the conversion of Class A Debentures issuable to Keogh in
lieu of cash interest on the outstanding Class A Debentures held by it,
(ii) 26,827 shares of Common Stock issuable upon the exercise or
conversion of Optional Class A Debentures and additional Series G
Warrants, Series H Warrants and Series I Warrants which Keogh has the
right to acquire from the Company, and (iii) 3,229 shares of Common Stock
issuable upon the conversion of Class A Debentures issuable to Keogh in
lieu of cash interest on the Optional Class A Debentures it has the right
to acquire from the Company.

(38) Consists of (i) 97,619 shares of Common Stock issuable upon the
conversion of Class A Debentures held by Mr. Filoon, (ii) 84,250 shares
of Common Stock issuable upon the exercise of Series G Warrants held by
Mr. Filoon, (iii) 4,507 shares of Common Stock issuable upon the exercise
of Series H Warrants held by Mr. Filoon, and (iv) 2,254 shares of Common
Stock issuable upon the exercise of Series I Warrants held by Mr. Filoon.
Also includes (i) 23,708 shares of Common Stock issuable upon the
conversion of Class A Debentures issuable to Mr. Filoon in lieu of cash
interest on the outstanding Class A Debentures held by it, (ii) 26,827
shares of Common Stock issuable upon the exercise or conversion of
Optional Class A Debentures and additional Series G Warrants, Series H
Warrants and Series I Warrants which Mr. Filoon has the right to acquire
from the Company, and (iii) 3,229 shares of Common Stock issuable upon
the conversion of Class A Debentures issuable to Mr. Filoon in lieu of
cash interest on the Optional Class A Debentures it has the right to
acquire from the Company.

(39) Includes 200,000 shares of Common Stock issuable upon the exercise of
options.

(40) Consists of (i) 40,000 shares of Common Stock issuable upon the exercise
of Series A Warrants held by Venturetek, L.P. ("Venturetek") , (ii)
47,170 shares of Common Stock issuable upon the exercise of Series D
Warrants held by Venturetek, and (iii) 47,170 shares of Common Stock
issuable upon the conversion of one-half share of Series A Preferred
Stock held by Venturetek.

(41) Consists of 94,340 shares of Common Stock issuable upon the conversion of
one share of Series A Preferred Stock held by Danilan Investments Inc.

(42) Includes 94,340 shares of Common Stock issuable upon the conversion
of one share of Series A Preferred Stock held by Mr. and Mrs. Lorsch as
joint tenants.

(43) Includes 94,340 shares of Common Stock issuable upon the conversion of
one share of Series A Preferred Stock held by Mr. Ozada.

(44) Consists of 94,340 shares of Common Stock issuable upon the conversion of
one share of Series A Preferred Stock held by JAM Investment Associates.

(45) Includes 94,340 shares of Common Stock issuable upon the conversion of
one-share of Series A Preferred Stock held by Mr. DeGroat.

(46) Includes 94,340 shares of Common Stock issuable upon the conversio
of one-share of Series A Preferred Stock held by Mr. Isaacs.

(47) Includes 94,340 shares of Common Stock issuable upon the conversion
of one-share of Series A Preferred Stock held by Mrs. Schneider.

(48) Includes 94,340 shares of Common Stock issuable upon the conversion
of one-share of Series A Preferred Stock held by Mr. and Mrs. Teman as
joint tenants.

(49) Consists of (i) 48,810 shares of Common Stock issuable upon the
conversion of Class A Debentures held by Mr. Trainor, (ii) 42,125 shares
of Common Stock issuable upon the exercise of Series G Warrants held by
Mr. Trainor, (iii) 2,254 shares of Common Stock issuable upon the
exercise of Series H Warrants held by Mr. Trainor, and (iv) 1,294 shares
of Common Stock issuable upon the exercise of Series I Warrants held by
Mr. Trainor. Also includes (i) 11,854 shares of Common Stock issuable
upon the conversion of Class A Debentures issuable to Mr. Trainor in lieu
of cash interest on the outstanding Class A Debentures held by him, (ii)
13,246 shares of Common Stock issuable upon the exercise or conversion of
Optional Class A Debentures and additional Series G Warrants, Series H
Warrants and Series I Warrants which Mr. Trainor has the right to acquire
from the Company, and (iii) 1,615 shares of Common Stock issuable upon
the conversion of Class A Debentures issuable to Mr. Trainor in lieu of
cash interest on the Optional Class A Debentures he has the right to
acquire from the Company.

(50) Includes 40,000 shares of Common Stock issuable upon the exercise of
Series A Warrants held by Sabina International Inc.

(51) Includes 40,000 shares of Common Stock issuable upon the exercise of
Series A Warrants held by Mr. Shaykin.

(52) Consists of 47,170 shares of Common Stock issuable upon the conversion
of one-half share of Series A Preferred Stock held by Mr. and Mrs. Alpert
as joint tenants.

(53) Includes 47,170 shares of Common Stock issuable upon the conversion of
one-half-share of Series A Preferred Stock held by Mr. Brown.

(54) Includes 47,170 shares of Common Stock issuable upon the conversion of
one-half-share of Series A Preferred Stock held by Mr. Schneider.

(55) Includes 20,000 shares of Common Stock issuable upon the exercise of
Series A Warrants held by RBC, Inc.

(56) Consists of 50,000 shares of Common Stock issuable upon the exercise of
Series B Warrants held by Mr. Haber.

(57) Consists of 50,000 shares of Common Stock issuable upon the exercise of
Series B Warrants held by Mr. Schneider.

(58) Consists of 50,000 shares of Common Stock issuable upon the exercise of
Series B Warrants held by Waveland Limited Partnership.

(59) Consists of 40,000 shares of Common Stock issuable upon the exercise of
Series B Warrants held by Mr. Harrison.

(60) Consists of 40,000 shares of Common Stock issuable upon the exercise of
Series B Warrants held by Mr. and Mrs. Musicant as joint tenants.

(61) Consists of 40,000 shares of Common Stock issuable upon the exercise of
Series B Warrants held by Mr. Stern.

(62) Consists of 33,333 shares of Common Stock issuable upon the exercise of
Series E Warrants held by Mr. Plattus.

(63) Consists of (i) 20,000 shares of Common Stock issuable upon the exercise
of Series E Warrants held by Mr. Carreras, and (ii) 12,500 shares of
Common Stock issuable upon the exercise of Series F Warrants held by Mr.
Carreras.

(64) Consists of 20,000 shares of Common Stock issuable upon the exercise of
Series B Warrants held by Kemlink, Inc..

(65) Consists of 15,000 shares of Common Stock issuable upon the exercise of
Series B Warrants held by Mr. and Mrs. Fisher as joint tenants.

(66) Insists of 7,500 shares of Common Stock issuable upon the exercise of
Series E Warrants held by Mr. Chianese.

(67) Consists of 7,500 shares of Common Stock issuable upon the exercise of
Series E Warrants held by Mr. Danziger.

(68) Consists of 7,500 shares of Common Stock issuable upon the exercise of
Series E Warrants held by Mr. Ziegenfus.

(69) Consists of 4,000 shares of Common Stock issuable upon the exercise of
Series B Warrants held by Ms. Miodownic.

(70) Consists of 3,000 shares of Common Stock issuable upon the exercise of
Series E Warrants held by Mr. and Mrs. Woltin as joint tenants.

(71) Consists of 1,000 shares of Common Stock issuable upon the exercise of
Series B Warrants held by Ms. Nakis.

<PAGE>

Series A Warrants

Series A Warrants
Series A Warrants Maximum Owned
Selling Owned Amount to After Offering if
Securityholder Prior to Offering be Sold Maximum is Sold
- ------------------------------ ----------------------------- --------------- -------------------------------
<S> <C> <C> <C> <C> <C>

Amount Percent Amount Percent
---------------- --------- ---------------- ----------
Mark B. Fisher 60,000 30.0 60,000 -- --
Sabina International Inc. 40,000 20.0 40,000 -- --
Leonard P. Shaykin 40,000 20.0 40,000 -- --
Venturetek, L.P. 40,000 20.0 40,000 -- --
RBC, Inc. 20,000 10.0 20,000 -- --

</TABLE>

Series B Warrants

Series B Warrants
Series B Warrants Maximum Owned
Selling Owned Amount to After Offering if
Securityholder Prior to Offering be Sold Maximum is Sold
- ------------------------------ ----------------------------- --------------- -------------------------------

Amount Percent Amount Percent
---------------- --------- ---------------- ----------
<S> <C> <C> <C> <C> <C>

Mark B. Fisher 520,000 34.7% 520,000 -- --
RILAR Family Associates, L.P. 380,000 25.3 380,000 -- --
Alfred Mendelsohn 290,000 19.3 290,000 -- --
Kenneth I. Haber 50,000 3.3 50,000 -- --
Allan Schneider 50,000 3.3 50,000 -- --
Waveland Limited Partnership 50,000 3.3 50,000 -- --
Edward J. Harrison 40,000 2.7 40,000 -- --
Russell T. Stern, Jr. 40,000 2.7 40,000 -- --
David & Julie Musicant 40,000 2.7 40,000 -- --
Kemlink, Inc. 20,000 1.3 20,000 -- --
William & Janice Fisher 15,000 1.0 15,000 -- --
Gilda Miodownic 4,000 * 4,000 -- --
Elaine Nakis 1,000 * 1,000 -- --
- -----------------------
*Less than 1%.
</TABLE>

<PAGE>

Series C Warrants

Series C Warrants
Series C Warrants Maximum Owned
Selling Owned Amount to After Offering if
Securityholder Prior to Offering be Sold Maximum is Sold
- ------------------------------ ----------------------------- --------------- -------------------------------

Amount Percent Amount Percent
---------------- --------- ---------------- ----------
<S> <C> <C> <C> <C> <C> <C>

Stephen Feinberg 2,542,380 (1) 100.0% 2,542,380 -- --
- -------------------
</TABLE>

(1) Consists of Series C Warrants to acquire an aggregate of 2,542,380 shares
of Common Stock held by Cerberus. Mr. Feinberg is the Managing Member of
Cerberus Associates, L.L.C., the general partner of Cerberus and,
accordingly, is deemed to be the beneficial owner of all Series C
Warrants owned by Cerberus.

Series D Warrants

Series D Warrants
Series D Warrants Maximum Owned
Selling Owned Amount to After Offering if
Securityholder Prior to Offering be Sold Maximum is Sold
- ------------------------------ ----------------------------- --------------- -------------------------------

Amount Percent Amount Percent
---------------- --------- ---------------- ----------
<S> <C> <C> <C> <C> <C>

Richard K. Laird 94,340 67.7 94,340 -- --
Venturetek, L.P. 47,170 33.3 47,170 -- --

</TABLE>

<PAGE>

Series E Warrants

Series E Warrants
Series E Warrants Maximum Owned
Selling Owned Amount to After Offering if
Securityholder Prior to Offering be Sold Maximum is Sold
- ------------------------------ ----------------------------- --------------- -------------------------------

Amount Percent Amount Percent
---------------- --------- ---------------- ----------
<S> <C> <C> <C> <C> <C>

Norman M. Phipps 296,042 29.6% 296,042 -- --
Lawrence Schneider 291,667 29.2 291,667 -- --
Wade Teman 200,125 20.0 200,125 -- --
Henry N. Schneider 133,333 13.3 133,333 -- --
Jeffrey Plattus 33,333 3.3 33,333 -- --
Jean-Francois Carreras 20,000 2.0 20,000 -- --
Arthur L. Chianese 7,500 * 7,500 -- --
Robert Danziger 7,500 * 7,500 -- --
Carlton L. Ziegenfus 7,500 * 7,500 -- --
Mark & Rita Woltin 3,000 * 3,000 -- --
- -----------------------
*Less than 1%.
</TABLE>

Series F Warrants

Series F Warrants
Series F Warrants Maximum Owned
Selling Owned Amount to After Offering if
Securityholder Prior to Offering be Sold Maximum is Sold
- ------------------------------ ----------------------------- --------------- -------------------------------

Amount Percent Amount Percent
---------------- --------- ---------------- ----------
<S> <C> <C> <C> <C> <C>

Lawrence I. Schneider 331,190 49.7% 331,190 -- --
Norman M. Phipps 134,906 20.2 134,906 -- --
Alfred Mendelsohn 100,000 15.0 100,000 -- --
Wade Teman 88,444 13.3 88,444 -- --
Jean-Francois Carreras 12,500 1.9 12,500 -- --

</TABLE>

<PAGE>

Series G Warrants

Series G Warrants
Series G Warrants Maximum Owned
Selling Owned Amount to After Offering if
Securityholder Prior to Offering(1) be Sold Maximum is Sold(1)
- ------------------------------ ----------------------------- --------------- -------------------------------

Amount Percent Amount Percent
---------------- --------- ---------------- ----------
<S> <C> <C> <C> <C> <C>

Mark B. Fisher 1,725,806 (2) 20.5% 1,725,806 -- --
Gregory Manocherian 1,598,254 (3) 18.7 1,598,254 -- --
A.C. Israel Enterprises, Inc. 967,742 (4) 11.4 967,742 -- --
Gerald B. Cramer 967,742 (5) 11.4 967,742 -- --
CRM Partners, L.P. 870,967 (6) 10.3 870,967 -- --
CRM Enterprise Fund, L.L.C. 648,388 (7) 7.7 648,388 -- --
CRM Madison Partners, L.P. 483,872 (8) 5.8 483,872 -- --
CRM Retirement Partners, L.P. 483,872 (9) 5.8 483,872 -- --
L.A.D. Equity Partners, L.P. 302,342 (10) 3.6 302,342 -- --
Cramer Rosenthal McGlynn, Inc. 300,163 (11) 3.6 300,163 -- --
CRM-EFO Partners, L.P. 241,936 (12) 2.9 241,936 -- --
Richard S. Fuld 145,161 (13) 1.7 145,161 -- --
CRM U.S. Value Fund, Ltd. 145,161 (14) 1.7 145,161 -- --
Eurycleia Partners, L.P. 129,884 (15) 1.6 129,884 -- --
Fred M. Filoon 96,774 (16) 1.2 96,774 -- --
McGlynn Family Partnership 96,774 (17) 1.2 96,774 -- --
Edward J. Rosenthal Keogh 96,774 (18) 1.2 96,774 -- --
Eugene A. Trainor 48,388 (19) * 48,388 -- --

- -----------------------
*Less than 1%.
</TABLE>

(1) Assumes that the full exercise of the holders' rights to purchase
additional Series G Warrants as described herein.

(2) Consists of (i) 241,935 Series G Warrants held by Mr. Fisher, (ii)
500,000 Series G Warrants held by MBF, (iii) 483,871 Series G Warrants
held by Broadband Systems, (iv) 441,861 Series G Warrants held by
Phineas, and (v) 58,139 additional Series G Warrants which Phineas has
the right to acquire from the Company. Mr. Fisher is the sole officer,
director and shareholder of MBF and MBF Broadband Systems, Inc., the
general partner of both Broadband Systems and Phineas. Accordingly, Mr.
Fisher is deemed to be the beneficial owner of all Series G Warrants
beneficially owned by each of MBF, Broadband Systems and Phineas.

(3) Consists of (i) 96,774 Series G Warrants held by Kabuki, (ii) 437,870
Series G Warrants held by Whitehall, (iii) 875,740 Series G Warrants held
by PEC, (iv) 62,623 additional Series G Warrants which Whitehall has the
right to acquire from the Company, and (v) 125,247 additional Series G
Warrants which PEC has the right to acquire from the Company. Mr.
Manocherian is (i) the controlling general partner of Kabuki, (ii) a
member of Whitehall, and (iii) an officer of PEC. Accordingly, Mr.
Manocherian may be deemed to be the beneficial owner of all Series G
Warrants beneficially owned by each of Kabuki, Whitehall and PEC.

(4) Consists of (i) 842,495 Series G Warrants held by ACIE, and (ii) 125,247
additional Series G Warrants which ACIE has the right to acquire from the
Company.

(5) Consists of (i) 842,495 Series G Warrants held by Mr. Cramer, and (ii)
125,247 additional Series G Warrants which Mr. Cramer has the right to
acquire from the Company.

(6) Consists of (i) 758,245 Series G Warrants held by CRM Partners, and (ii)
112,722 additional Series G Warrants which CRM Partners has the right to
acquire from the Company.

(7) Consists of (i) 564,472 Series G Warrants held by CRM Enterprise Fund,
and (ii) 83,916 additional Series G Warrants which CRM Enterprise Fund
has the right to acquire from the Company.

(8) Consists of (i) 421,248 Series G Warrants held by CRM Madison Partners,
and (ii) 62,624 additional Series G Warrants which CRM Madison Partners
has the right to acquire from the Company.

(9) Consists of (i) 421,248 Series G Warrants held by CRM Retirement
Partners, and (ii) 62,624 additional Series G Warrants which CRM
Retirement Partners has the right to acquire from the Company.

(10) Consists of (i) 263,212 Series G Warrants held by LAD, and (ii) 39,130
additional Series G Warrants which LAD has the right to acquire from the
Company.

(11) Consists of (i) 287,217 Series G Warrants held by CRM, and (ii) 12,946
additional Series G Warrants which CRM has the right to acquire from the
Company.

(12) Consists of (i) 210,624 Series G Warrants held by CRM-EFO, and (ii)
31,312 additional Series G Warrants which CRM-EFO has the right to
acquire from the Company.

(13) Consists of (i) 126,374 Series G Warrants held by Mr. Fuld, and (ii)
18,787 additional Series G Warrants which Mr. Fuld has the right to
acquire from the Company.

(14) Consists of (i) 126,374 Series G Warrants held by Value Fund, and (ii)
18,787 additional Series G Warrants which Value Fund has the right to
acquire from the Company.

(15) Consists of (i) 113,074 Series G Warrants held by Eurycleia, and (ii)
16,810 additional Series G Warrants which Eurycleia has the right to
acquire from the Company.

(16) Consists of (i) 84,250 Series G Warrants held by Mr. Filoon, and (ii)
12,524 additional Series G Warrants which Mr. Filoon has the right to
acquire from the Company.

(17) Consists of (i) 84,250 Series G Warrants held by McGlynn, and (ii) 12,524
additional Series G Warrants which McGlynn has the right to acquire from
the Company.

(18) Consists of (i) 84,250 Series G Warrants held by Keogh, and (ii) 12,524
additional Series G Warrants which Keogh has the right to acquire from
the Company.

(19) Consists of (i) 42,125 Series G Warrants held by Mr. Trainor, and (ii)
6,263 additional Series G Warrants which Mr. Trainor has the right to
acquire from the Company.

<PAGE>

Series H Warrants

Series H Warrants
Series H Warrants Maximum Owned
Selling Owned Amount to After Offering if
Securityholder Prior to Offering(1) be Sold Maximum is Sold(1)
- ------------------------------ ----------------------------- --------------- -------------------------------

Amount Percent Amount Percent
---------------- --------- ---------------- ----------
<S> <C> <C> <C> <C> <C>

Mark B. Fisher 1,038,829 (2) 75.1% 1,038,829 -- --
Gregory Manocherian 82,835 (3) 6.5 82,835 -- --
A.C. Israel Enterprises, Inc. 51,772 (4) 4.1 51,772 -- --
Gerald B. Cramer 51,772 (5) 4.1 51,772 -- --
CRM Partners, L.P. 46,595 (6) 3.7 46,595 -- --
CRM Enterprise Fund, L.L.C. 34,688 (7) 2.7 34,688 -- --
CRM Madison Partners, L.P. 25,886 (8) 2.0 25,886 -- --
CRM Retirement Partners, L.P. 25,886 (9) 2.0 25,886 -- --
L.A.D. Equity Partners, L.P. 16,174 (10) 1.3 16,174 -- --
CRM-EFO Partners, L.P. 12,943 (11) 1.0 12,943 -- --
CRM U.S. Value Fund, Ltd. 7,766 (12) * 7,766 -- --
Richard S. Fuld 7,766 (13) * 7,766 -- --
Eurycleia Partners, L.P. 6,949 (14) * 6,949 -- --
Cramer Rosenthal McGlynn, Inc. 5,352 (15) * 5,352 -- --
Fred M. Filoon 5,177 (16) * 5,177 -- --
McGlynn Family Partnership 5,177 (17) * 5,177 -- --
Edward J. Rosenthal Keogh 5,177 (18) * 5,177 -- --
Eugene A. Trainor 2,589 (19) * 2,589 -- --

- -----------------------
*Less than 1%.
</TABLE>

(1) Assumes that the full exercise of the holders' rights to purchase
additional Series H Warrants as described herein.

(2) Consists of (i) 12,943 Series H Warrants held by Mr. Fisher, (ii) 25,886
Series H Warrants held by Broadband Systems, (iii) 883,721 Series H
Warrants held by Phineas, and (iv) 116,279 additional Series H Warrants
which Phineas has the right to acquire from the Company. Mr. Fisher is
the sole officer, director and shareholder of MBF Broadband Systems,
Inc., the general partner of both Broadband Systems and Phineas.
Accordingly, Mr. Fisher is deemed to be the beneficial owner of all
Series H Warrants beneficially owned by each of Broadband Systems and
Phineas.

(3) Consists of (i) 5,177 Series H Warrants held by Kabuki, (ii) 22,536
Series H Warrants held by Whitehall, (iii) 45,072 Series H Warrants held
by PEC, (iv) 3,350 additional Series H Warrants which Whitehall has the
right to acquire from the Company, and (v) 6,700 additional Series H
Warrants which PEC has the right to acquire from the Company. Mr.
Manocherian is (i) the controlling general partner of Kabuki, (ii) a
member of Whitehall, and (iii) an officer of PEC. Accordingly, Mr.
Manocherian may be deemed to be the beneficial owner of all Series H
Warrants beneficially owned by each of Kabuki, Whitehall and PEC.

(4) Consists of (i) 45,072 Series H Warrants held by ACIE, and (ii) 6,700
additional Series H Warrants which ACIE has the right to acquire from the
Company.

(5) Consists of (i) 45,072 Series H Warrants held by Mr. Cramer, and (ii)
6,700 additional Series H Warrants which Mr. Cramer has the right to
acquire from the Company.

(6) Consists of (i) 40,565 Series H Warrants held by CRM Partners, and (ii)
6,030 additional Series H Warrants which CRM Partners has the right to
acquire from the Company.

(7) Consists of (i) 30,199 Series H Warrants held by CRM Enterprise Fund, and
(ii) 4,489 additional Series H Warrants which CRM Enterprise Fund has the
right to acquire from the Company.

(8) Consists of (i) 22,536 Series H Warrants held by CRM Madison Partners,
and (ii) 3,350 additional Series H Warrants which CRM Madison Partners
has the right to acquire from the Company.

(9) Consists of (i) 22,536 Series H Warrants held by CRM Retirement Partners,
and (ii) 3,350 additional Series H Warrants which CRM Retirement Partners
has the right to acquire from the Company.

(10) Consists of (i) 14,081 Series H Warrants held by LAD, and (ii) 2,093
additional Series H Warrants which LAD has the right to acquire from the
Company.

(11) Consists of (i) 11,268 Series H Warrants held by CRM-EFO, and (ii) 1,675
additional Series H Warrants which CRM-EFO has the right to acquire from
the Company.

(12) Consists of (i) 6,761 Series H Warrants held by Value Fund, and (ii)
1,005 additional Series H Warrants which Value Fund has the right to
acquire from the Company.

(13) Consists of (i) 6,761 Series H Warrants held by Mr. Fuld, and (ii) 1,005
additional Series H Warrants which Mr. Fuld has the right to acquire from
the Company.

(14) Consists of (i) 6,049 Series H Warrants held by Eurycleia, and (ii) 900
additional Series H Warrants which Eurycleia has the right to acquire
from the Company.

(15) Consists of (i) 4,659 Series H Warrants held by CRM, and (ii) 693
additional Series H Warrants which CRM has the right to acquire from the
Company.

(16) Consists of (i) 4,507 Series H Warrants held by Mr. Filoon, and (ii) 670
additional Series H Warrants which Mr. Filoon has the right to acquire
from the Company.

(17) Consists of (i) 4,507 Series H Warrants held by McGlynn, and (ii) 670
additional Series H Warrants which McGlynn has the right to acquire from
the Company.

(18) Consists of (i) 4,507 Series H Warrants held by Keogh, and (ii) 670
additional Series H Warrants which Keogh has the right to acquire from
the Company.

(19) Consists of (i) 2,254 Series H Warrants held by Mr. Trainor, and (ii) 335
additional Series H Warrants which Mr. Trainor has the right to acquire
from the Company.

<PAGE>

Series I Warrants

Series I Warrants
Series I Warrants Maximum Owned
Selling Owned Amount to After Offering if
Securityholder Prior to Offering(1) be Sold Maximum is Sold(1)
- ------------------------------ ----------------------------- --------------- -------------------------------

Amount Percent Amount Percent
---------------- --------- ---------------- ----------
<S> <C> <C> <C> <C> <C>

Mark B. Fisher 519,415 (2) 75.1% 519,415 -- --
Gregory Manocherian 41,418 (3) 6.5 41,418 -- --
A.C. Israel Enterprises, Inc. 25,886 (4) 4.1 25,886 -- --
Gerald B. Cramer 25,886 (5) 4.1 25,886 -- --
CRM Partners, L.P. 23,297 (6) 3.7 23,297 -- --
CRM Enterprise Fund, L.L.C. 17,343 (7) 2.7 17,343 -- --
CRM Madison Partners, L.P. 12,942 (8) 2.0 12,942 -- --
CRM Retirement Partners, L.P. 12,942 (9) 2.0 12,942 -- --
L.A.D. Equity Partners, L.P. 8,091 (10) 1.3 8,091 -- --
CRM-EFO Partners, L.P. 6,471 (11) 1.0 6,471 -- --
CRM U.S. Value Fund, Ltd. 3,882 (12) * 3,882 -- --
Richard S. Fuld 3,882 (13) * 3,882 -- --
Eurycleia Partners, L.P. 3,474 (14) * 3,474 -- --
Cramer Rosenthal McGlynn, Inc. 2,677 (15) * 2,677 -- --
Fred M. Filoon 2,589 (16) * 2,589 -- --
McGlynn Family Partnership 2,589 (17) * 2,589 -- --
Edward J. Rosenthal Keogh 2,589 (18) * 2,589 -- --
Eugene A. Trainor 1,294 (19) * 1,294 -- --

- -----------------------
*Less than 1%.
</TABLE>

(1) Assumes that the full exercise of the holders' rights to purchase
additional Series I Warrants as described herein.

(2) Consists of (i) 6,472 Series I Warrants held by Mr. Fisher, (ii) 12,943
Series I Warrants held by Broadband Systems, (iii) 441,861 Series I
Warrants held by Phineas, and (iv) 58,139 additional Series I Warrants
which Phineas has the right to acquire from the Company. Mr. Fisher is
the sole officer, director and shareholder of MBF Broadband Systems,
Inc., the general partner of both Broadband Systems and Phineas.
Accordingly, Mr. Fisher is deemed to be the beneficial owner of all
Series I Warrants beneficially owned by each of Broadband Systems and
Phineas.

(3) Consists of (i) 2,589 Series I Warrants held by Kabuki, (ii) 11,268
Series I Warrants held by Whitehall, (iii) 22,536 Series I Warrants held
by PEC, (iv) 1,675 additional Series I Warrants which Whitehall has the
right to acquire from the Company, and (v) 3,350 additional Series I
Warrants which PEC has the right to acquire from the Company. Mr.
Manocherian is (i) the controlling general partner of Kabuki, (ii) a
member of Whitehall, and (iii) an officer of PEC. Accordingly, Mr.
Manocherian may be deemed to be the beneficial owner of all Series I
Warrants beneficially owned by each of Kabuki, Whitehall and PEC.

(4) Consists of (i) 22,536 Series I Warrants held by ACIE, and (ii) 3,350
additional Series I Warrants which ACIE has the right to acquire from the
Company.

(5) Consists of (i) 22,536 Series I Warrants held by Mr. Cramer, and (ii)
3,350 additional Series I Warrants which Mr. Cramer has the right to
acquire from the Company.

(6) Consists of (i) 20,282 Series I Warrants held by CRM Partners, and (ii
3,015 additional Series I Warrants which CRM Partners has the right to
acquire from the Company.

(7) Consists of (i) 15,099 Series I Warrants held by CRM Enterprise Fund, and
(ii) 2,244 additional Series I Warrants which CRM Enterprise Fund has the
right to acquire from the Company.

(8) Consists of (i) 11,268 Series I Warrants held by CRM Madison Partners,
and (ii) 1,674 additional Series I Warrants which CRM Madison Partners
has the right to acquire from the Company.

(9) Consists of (i) 11,268 Series I Warrants held by CRM Retirement Partners,
and (ii) 1,674 additional Series I Warrants which CRM Retirement Partners
has the right to acquire from the Company.

(10) Consists of (i) 7,043 Series I Warrants held by LAD, and (ii) 1,048
additional Series I Warrants which LAD has the right to acquire from the
Company.

(11) Consists of (i) 5,634 Series I Warrants held by CRM-EFO, and (ii) 837
additional Series I Warrants which CRM-EFO has the right to acquire from
the Company.

(12) Consists of (i) 3,381 Series I Warrants held by Value Fund, and (ii) 501
additional Series I Warrants which Value Fund has the right to acquire
from the Company.

(13) Consists of (i) 3,381 Series I Warrants held by Mr. Fuld, and (ii) 501
additional Series I Warrants which Mr. Fuld has the right to acquire from
the Company.

(14) Consists of (i) 3,025 Series I Warrants held by Eurycleia, and (ii) 449
additional Series I Warrants which Eurycleia has the right to acquire
from the Company.

(15) Consists of (i) 2,331 Series I Warrants held by CRM, and (ii) 346
additional Series I Warrants which CRM has the right to acquire from the
Company.

(16) Consists of (i) 2,254 Series I Warrants held by Mr. Filoon, and (ii) 335
additional Series I Warrants which Mr. Filoon has the right to acquire
from the Company.

(17) Consists of (i) 2,254 Series I Warrants held by McGlynn, and (ii) 335
additional Series I Warrants which McGlynn has the right to acquire from
the Company.

(18) Consists of (i) 2,254 Series I Warrants held by Keogh, and (ii) 335
additional Series I Warrants which Keogh has the right to acquire from
the Company.

(19) Consists of (i) 1,127 Series I Warrants held by Mr. Trainor and (ii)
167 additional Series I Warrants which Mr. Trainor has the right to
acquire from the Company.

<PAGE>

Preferred Stock

Preferred Stock
Preferred Stock Maximum Owned
Selling Owned Amount to After Offering if
Securityholder Prior to Offering be Sold Maximum is Sold
- ------------------------------ ----------------------------- --------------- -------------------------------

Amount Percent Amount Percent
---------------- --------- ---------------- ----------
<S> <C> <C> <C> <C> <C>

Beja International SA 5 17.9% 5 -- --
Frederick G. Graham 2 7.1 2 -- --
Lamare Investments Ltd. 2 7.1 2 -- --
Freydun Manocherian 2 7.1 2 -- --
Stanley Associates 2 7.1 2 -- --
Danilan Investments Inc. 1 3.6 1 -- --
Stephen J. DeGroat 1 3.6 1 -- --
Jeremy Isaacs 1 3.6 1 -- --
Howard & Lois Lorsch 1 3.6 1 -- --
Nathan Low 1 3.6 1 -- --
Erdinch H. Ozada 1 3.6 1 -- --
Leonard Pearlman 1 3.6 1 -- --
Radix Associates 1 3.6 1 -- --
Henry N. Schneider 1 3.6 1 -- --
Rita Schneider 1 3.6 1 -- --
Seymour & Arlene Teman 1 3.6 1 -- --
Weiskopf, Silver & Co. 1 3.6 1 -- --
Kenneth & Claire Alpert 0.5 1.8 0.5 -- --
Spencer Brown 0.5 1.8 0.5 -- --
Gregory Manocherian 0.5 1.8 0.5 -- --
Scott Schneider 0.5 1.8 0.5 -- --
Venturetek, L.P. 0.5 1.8 0.5 -- --
Norman M. Phipps 0.25 * 0.25 -- --
Wade Teman 0.25 * 0.25 -- --

- -----------------------
*Less than 1%.

</TABLE>

<PAGE>
DESCRIPTION OF CAPITAL STOCK

General

The following is a brief summary of certain provisions of the capital
stock of the Company. Such summary does not purport to be complete and is
qualified in all respects by reference to the actual text of the Certificate of
Incorporation, a copy of which has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part.

The Company's authorized capital stock consists of 100,000,000 shares
of Common Stock, par value $0.01 per share, and 200 shares of Preferred Stock,
par value $0.01 per share, of which 30 shares are designated as Series A 12%
Cumulative Convertible Redeemable Preferred Stock, stated value $50,000 per
share. As of June 15, 1998, the Company had outstanding 28,332,701 shares of
Common Stock and 28 shares of Series A Preferred Stock. In addition, as of June
15, 1998, the Company had 42,496,773 shares of Common Stock reserved for
issuance pursuant to options, warrants and convertible securities outstanding as
of that date. See "Shares Eligible For Future Sale." As of June 15, 1998, there
were approximately 435 record holders of Common Stock.

Common Stock

The holders of shares of Common Stock are entitled to one vote for
each share on all matters on which the holders of Common Stock are entitled to
vote. Subject to the rights of any outstanding shares of Preferred Stock, the
holders of the Common Stock are entitled to receive ratably such dividends as
may be declared by the Board of Directors out of funds legally available
therefor. Holders of Common Stock are entitled to share ratably in the net
assets of the Company upon liquidation or dissolution after payment or provision
for all liabilities and the preferential liquidation rights of any shares of
Preferred Stock then outstanding. The holders of Common Stock have no
pre-emptive rights to purchase any shares of any class of stock of the Company.
All outstanding shares of Common Stock are, and the shares of Common Stock to be
issued by the Company pursuant hereto will be, upon payment therefor, fully paid
and non-assessable.

Preferred Stock

The Preferred Stock may be issued from time to time in one or more
classes or series, and the Board of Directors is authorized, subject to any
limitations prescribed by Delaware law, to fix the rights, preferences and
privileges of the shares and the qualifications, limitations or restrictions
thereon, the number of shares constituting such class or series and the
designation thereof, without any further vote or action by the stockholders.

One of the effects of undesignated Preferred Stock may be to enable
the Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a tender offer, proxy contest, merger
or otherwise, and thereby to protect the continuity of the Company's management.
Depending upon the rights of such Preferred Stock, the issuance of additional
Preferred Stock could adversely affect the holders of Common Stock. For example,
Preferred Stock issued by the Company may rank senior to the Common Stock as to
dividend rights, liquidation preference or both, may have full or limited voting
rights and may be convertible into shares of Common Stock. Accordingly, the
issuance of shares of Preferred Stock may discourage bids for the Common Stock
at a premium or may otherwise adversely affect the market price of the Common
Stock.

For a description of the terms of the Series A Preferred Stock, see
"Description of Preferred Stock."

Section 203 of the Delaware General Corporation Law

Section 203 of the Delaware General Corporation Law generally
restricts a corporation from entering into certain business combinations with an
interested stockholder (defined as any person or

<PAGE>

entity that is the beneficial owner of at least 15% of a corporation's voting
stock) or its affiliates for a period of three years after the date of the
transaction in which the person became an interested stockholder unless (i) the
transaction is approved by the board of directors of the corporation prior to
such business combination, (ii) the interested stockholder acquires 85% of the
corporation's voting stock in the same transaction in which it exceeds 15%, or
(iii) the business combination is approved by the board of directors and by a
vote of two-thirds of the outstanding voting stock not owned by the interested
stockholder. The Delaware General Corporation Law provides that a corporation
may elect not to be governed by Section 203. At present, the Company does not
intend to make such an election. Section 203 may render more difficult a change
in control of the Company or the removal of incumbent management.

Transfer Agent and Registrar

The transfer agent and registrar for the Common Stock is American
Stock Transfer & Trust Company, New York, New York.

Possible Changes in Capital Structure

In April 1998, the Company's stockholders approved a number of
amendments to the Company's Certificate of Incorporation, including (i) an
amendment to change the Company's name to "Broadband Wireless Communications,
Inc." (ii) an amendment authorizing a one-for ten reverse stock split of the
Common Stock, in which each ten shares of issued and outstanding Common Stock
would be reclassified into one share of new Common Stock of the Company, par
value $.01 per share, and the number of authorized shares of Common Stock would
be reduced to 10,000,000 (the "Reverse Split Amendment"), (iii) an amendment to
increase the number of authorized shares of capital stock of the Company from
100,000,200 to 355,000,000 (or from 10,000,200 to 40,000,000 if the Reverse
Split Amendment is effected), to be comprised of 350,000,000 shares of Common
Stock (or 35,000,000 if the Reverse Split Amendment is effected), and 5,000,000
shares of Preferred Stock, and (iv) an amendment to change the terms of the
Series A Preferred Stock to (x) limit the voting rights of the holders thereof
to those provided by Delaware law, and (y) permit the Company to pay dividends
on the Series A Preferred Stock in shares of Common Stock at the discretion of
the Board of Directors. As of the date of this Prospectus, none of the
amendments has been effected. Pursuant to Delaware law, the Board of Directors
has reserved the right not to effect the amendments if the Board of Directors,
in its sole discretion, determines that any or all of such amendments are no
longer in the best interests of the Company and its stockholders. Accordingly,
no assurance can be given as to whether any of the amendments will be effected
or as to the timing thereof. The Company currently intends to sell additional
securities to fund its working capital needs. See "Risk Factors-Dependence on
Sales Securities; Need For Additional Financing." In order to avoid any
potential adverse impact on the Company's ability to raise additional equity
capital that might occur if the Reverse Split Amendment is effected, the Board
of Directors has determined not to effect the Reverse Split Amendment at the
present time. If the Reverse Split Amendment is effected, the number of shares
of Common Stock outstanding would be reduced significantly which could adversely
affect trading in the Common Stock. In addition, although the price per share of
the Common Stock should increase if the Reverse Split Amendment is effected,
there can be no assurance that such price would increase proportionately or that
any increase could be sustained for any period of time.

DESCRIPTION OF PREFERRED STOCK

Holders of Series A Preferred Stock have a preference in the payment
of dividends over the payment of dividends on Common Stock or any other class of
stock of the Company junior to the Series A Preferred Stock with respect to the
payment of dividends. No dividends may be paid or declared, nor any distribution
made, upon any shares of Common Stock or any other class of stock of the Company
junior to the Series A Preferred Stock, unless all cumulative dividends payable
on Series A Preferred Stock have been paid or sufficient funds set aside for
payment thereof. In addition, no shares of Common Stock or any class of stock
junior to the Series A Preferred Stock with respect to the payment

<PAGE>

of dividends may be redeemed, retired or otherwise acquired by the Company
unless all cumulative dividends payable on Series A Preferred Stock have been
paid or sufficient funds have been set aside for payment thereof. Cumulative
dividends on Series A Preferred Stock are payable, when and as declared by the
Board of Directors, at an annual rate of $6,000 per share, on a quarterly basis.
The dividends payable on the Series A Preferred Stock are subject to escalation
in the event that the Company does not satisfy in a timely fashion its
obligation to register the shares of Common Stock into which the Series A
Preferred Stock is convertible. Pursuant to these provisions, dividends on the
Series A Preferred Stock are currently accumulating at an annual rate of $8,500.

Holders of shares of Series A Preferred Stock are not entitled to
preemptive or subscriptive rights for the purchase or additional shares of any
class of capital stock of the Company.

The Company may, at its option, redeem all (but not less than all) of
the Series A Preferred Stock at $50,000 per share, plus accrued dividends, so
long as the average closing price of the Common Stock is not less than $5.00 per
share during the 120-day period immediately preceding the date notice of
redemption is given, and the closing price of the Common Stock is at least $5.00
per share for each of the thirty trading days immediately preceding the date of
such notice.

In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Company, or any reduction in its capital resulting in any
distribution of assets to its stockholders (subject to certain exceptions),
holders of Series A Preferred Stock will be entitled to a liquidation preference
of $50,000 per share plus accrued and unpaid dividends before any payments are
made with respect to the Common Stock or any other class of stock of the Company
which is junior to the Series A Preferred Stock with respect to the payment of
dividends. In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Company are
insufficient to pay the liquidation preference on the outstanding shares of
Series A Preferred Stock and the liquidation preferences on all shares of other
classes or series of the Company's capital stock ranking on a parity with the
Series A Preferred Stock, the holders of such shares will share ratably in any
distribution of assets in proportion to the full amounts to which they would
otherwise be respectively entitled.

Holders of shares of Series A Preferred Stock have the right, at their
option, at any time (unless the shares have been called for redemption, in which
case to and including the close of business on the date fixed for redemption) to
convert each share of Series A Preferred Stock into 94,340 shares of Common
Stock (subject to adjustment as summarized below). Shares of Common Stock will
be delivered upon surrender to the Company of the certificate or certificates
representing the shares of Series A Preferred Stock being converted. On
conversion, no payment or adjustment for dividends on either class will be made.

The number of shares of Common Stock into which each share of Series A
Preferred Stock is convertible is subject to adjustment in following
circumstances: (i) upon the issuance or sale by the Company of Common Stock
(subject to certain exceptions) at a price per share less than $0.27 (subject to
adjustment in certain circumstances) (the "Trigger Price"); (ii) upon the
issuance or sale by the Company of securities convertible into Common Stock at a
per share price below the Trigger Price (subject to certain exceptions); (iii)
upon the grant by the Company of any rights or options to acquire Common Stock
or securities convertible into Common Stock at a per share price below the
Trigger Price (subject to certain exceptions); (iv) the issuance of securities
or, under certain circumstances, the payment of cash by the Company to holders
of Common Stock as a dividend; (v) the distribution of securities and other
property of the Company to holders of Common Stock as the result of a stock
split, or other "corporate rearrangement"; and (vi) as the result of the
reorganization, merger or consolidation of the Company or the sale of all or
substantially all of its assets.

The Company may not, without the approval of the holders of at least
66 2/3% of the outstanding Series A Preferred Stock, (i) increase the authorized
Preferred Stock, or authorize or create, or increase the authorized amount of,
any other class of stock ranking prior to or on a parity with the Preferred
Stock as to dividends or assets, or authorize or create, or increase the
authorized amount of, any class of stock or obligations convertible into or
evidencing the right to purchase any class of stock ranking prior to or on

<PAGE>

parity with the Preferred Stock as to dividends or assets, (ii) amend, alter or
repeal any of the provisions of the Certificate of Incorporation or any of the
rights, preferences or powers of the Preferred Stock or its holders, including
changes in the terms of the Series A Preferred Stock that would adversely affect
the rights, preferences or powers of the Series A Preferred Stock, (iii) sell,
lease or convey all, or substantially all, of its property or assets, (iv) merge
or consolidate with or into any other entity (subject to certain exceptions), or
(v) amend or repeal any of the voting rights of the holders of the Series A
Preferred Stock.

As described above, holders of the Series A Preferred Stock are
entitled to certain registration rights with respect to the shares of Common
Stock into which the Series A Preferred Stock is convertible. This Registration
Statement is intended to satisfy those registration rights.

For a description of certain potential changes to the terms of the
Series A Preferred Stock, see "Description of Capital Stock-Possible Changes in
Capital Structure."

<PAGE>

DESCRIPTION OF WARRANTS

The following is a brief summary of certain provisions of the
Warrants. Such summary does not purport to be complete and is qualified in all
respects by reference to the actual text of the particular Warrant. A copy of
the form of Warrant has been filed as an exhibit to the Registration Statement
of which this Prospectus is a part. See "Additional Information."

Purchase Price and Terms

Upon issuance, the Series A Warrants were exercisable for an aggregate
of 600,000 shares of Common Stock at an exercise price of $0.25 per share prior
to July 15, 2002. Series A Warrants exercisable for an aggregate of 200,000
shares of Common Stock were outstanding as of June 15, 1998.

Upon issuance, the Series B Warrants were exercisable for an aggregate
of 1,500,000 shares of Common Stock at an exercise price of $0.25 per share
prior to July 15, 2002. Series B Warrants exercisable for an aggregate of
1,500,000 shares of Common Stock were outstanding as of June 15, 1998.

Upon issuance, the Series C Warrants were exercisable for an aggregate
of 2,542,380 shares of Common Stock at an exercise price of $0.01 per share
prior to March 7, 2003. Series C Warrants exercisable for an aggregate of
2,542,380 shares of Common Stock were outstanding as of June 15, 1998.

Upon issuance, the Series D Warrants were exercisable for an aggregate
of 2,830,200 shares of Common Stock at an exercise price of $0.01 per share
prior to March 7, 2003. Series D Warrants exercisable for an aggregate of
141,510 shares of Common Stock were outstanding as of June 15, 1998.

Upon issuance, the Series E Warrants were exercisable for an aggregate
of 1,000,000 shares of Common Stock at an exercise price of $0.40 per share
prior to March 7, 2003. Series E Warrants exercisable for an aggregate of
1,000,000 shares of Common Stock were outstanding as of June 15, 1998.

Upon issuance, the Series F Warrants were exercisable for an aggregate
of 667,040 shares of Common Stock at an exercise price of $0.50 per share prior
to March 7, 2003. Series F Warrants exercisable for an aggregate of 667,040
shares of Common Stock were outstanding as of June 15, 1998.

Upon issuance, the Series G Warrants (including the Optional Series G
Warrants) were exercisable for an aggregate of 9,350,000 shares of Common Stock
at an exercise price of $0.50 per share prior to July 29, 2004. Series G
Warrants exercisable for an aggregate of 8,350,000 shares of Common Stock were
outstanding as of June 15, 1998 (excluding the Optional Series G Warrants).

Upon issuance, the Series H Warrants (including the Optional Series H
Warrants) were exercisable for an aggregate of 1,433,333 shares of Common Stock
at an exercise price of $0.60 per share prior to July 29, 2004. Series H
Warrants exercisable for an aggregate of 1,266,666 shares of Common Stock were
outstanding as of June 15, 1998 (excluding the Optional Series H Warrants).

Upon issuance, the Series I Warrants (including the Optional Series I
Warrants) were exercisable for an aggregate of 716,667 shares of Common Stock at
an exercise price of $1.125 per share prior to July 29, 2004. Series I Warrants
exercisable for an aggregate of 633,334 shares of Common Stock were outstanding
as of June 15, 1998 (excluding the Optional Series I Warrants).

The number of shares of Common Stock issuable upon the exercise of the
Warrants is subject to adjustment in accordance with the anti-dilution and other
provisions referred to below. The holder of any Warrant may exercise such
Warrant by surrendering the certificate representing the Warrant to the Company,
with the subscription form thereon properly completed and executed, together
with payment of the purchase price. The Warrants may be exercised at any time in
whole or in part at the purchase price then in effect until the expiration of
the Warrants. No fractional shares will be issued upon the exercise of the
Warrants.

Adjustments

The number of shares of Common Stock purchasable upon the exercise of
each series of Warrants is subject to adjustment upon the occurrence of certain
events, including stock dividends, stock splits, combinations or
reclassifications of the Common Stock, or sale by the Company of shares of its
Common Stock (exclusive of shares issued upon the exercise or conversion of
outstanding options, warrants, debentures and convertible securities) at a price
less than a price specified in the respective series of Warrants. Additionally,
an adjustment would be made in the case of a reclassification or exchange of
Common Stock, payment of a dividend in other securities or property,
consolidation or

<PAGE>

merger of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the surviving corporation) or
sale of all or substantially all of the assets of the Company in order to enable
Warrant holders to acquire the kind and number of shares of stock or other
securities or property receivable in such event by a holder of the number of
shares of Common Stock that might otherwise have been purchased upon the
exercise of the Warrant.

Transfer, Exchange and Exercise

The Warrants are in registered form and may be presented to the
Company for transfer, exchange or exercise at any time prior to their expiration
date. If a market for the Warrants develops, the holder may sell the Warrants
instead of exercising them. There can be no assurance, however, that a market
for the Warrants will develop or continue.

Warrant Holder Not a Stockholder

The Warrants do not confer upon holders any voting, dividend or other
rights as stockholders of the Company.

<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

As of June 15, 1998, the Company had outstanding 28,332,701 shares of
Common Stock. As of that date, the Company also had reserved for issuance an
aggregate of 39,742,437 shares of Common Stock which are issuable upon the
exercise or conversion of outstanding options, warrants and convertible
securities (excluding options granted pursuant to the Stock Compensation
Program). Upon the effectiveness of the Registration Statement of which this
Prospectus is a part, all 65,153,210 shares of Common Stock that would be issued
and outstanding (assuming the sale of all shares of Common Stock covered hereby)
would be freely tradable without restriction or further registration under the
Securities Act, unless purchased by "affiliates" of the Company as that term is
defined in Rule 144 under the Securities Act.

In general, under Rule 144 as currently in effect, a person (or
persons whose shares are aggregated) who has beneficially owned restricted
shares of Common Stock for at least one year, including an "affiliate" as that
term is defined under the Securities Act, is entitled to sell, within any
three-month period commencing, a number of shares that does not exceed the
greater of 1% of the then outstanding shares of Common Stock or the average
weekly trading volume of the Common Stock on all exchanges and/or reported
through the automated quotation system of a registered securities association
during the four calendar weeks preceding the date on which notice of the sale is
filed with the Commission. Sales under Rule 144 are also subject to certain
manner of sale provisions, notice requirements and the availability of current
public information about the Company. A person (or persons whose shares are
aggregated) who is not deemed to have been an "affiliate" of the Company at any
time during the 90 days preceding a sale, and who has beneficially owned the
shares proposed to be sold for at least two years, would be entitled to sell
such shares under Rule 144(k) without regard to the limitations described above.
Restricted securities sold by the Company to, among others, its employees,
officers and directors in reliance of Rule 701 under the Securities Act may be
resold in reliance on Rule 144 by such persons who are not affiliates subject
only to the provisions of Rule 144 regarding manner of sale, and by such persons
who are affiliates without complying with the Rule's holding period
requirements. Rule 144A under the Securities Act permits the immediate sale by
the current holders of shares of Common Stock of all or a portion of their
shares to certain qualified institutional buyers as defined in Rule 144A,
subject to certain conditions.

In addition, 7,500,000 shares of Common Stock are issuable upon the
exercise of options granted under the Stock Compensation Plan. The Company
intends to file a registration statement on Form S-8 covering the shares of
Common Stock issuable upon the exercise of options and other awards made or
eligible to be made under the Stock Compensation Program. Upon the filing of
that registration statement, the shares of Common Stock issuable under the Stock
Compensation Program will be freely tradable without restriction or registration
under the Securities Act, other than shares acquired by affiliates of the
Company.

Sales of substantial amounts of such shares in the public market, or
the perception that such sales might occur, could adversely affect the market
price of the Common Stock and could impair the Company's future ability to raise
capital through an offering of its equity securities. See "Risk Factors--Shares
Eligible for Future Sale."

<PAGE>
PLAN OF DISTRIBUTION

An aggregate of 17,550,930 shares of Common Stock covered hereby is
issuable upon the exercise of the Warrants. Such shares of Common Stock may be
offered and sold from time to time by the Company upon exercise of the Warrants
by the holders thereof. The Warrants may be exercised by the holders thereof by
tendering the exercise price, together with the warrant certificate and exercise
form, to the Company prior to the expiration of the Warrants.

The distribution of the Securities (including the shares of Common
Stock issuable upon the exercise of the Warrants) by the Selling
Securityholders, or by the Selling Securityholders' pledgees, donees,
transferees or other successors in interest, may be effected from time to time
in one or more transactions in the over-the-counter market, in special
offerings, exchange distributions and/or secondary distributions pursuant to and
in accordance with the applicable rules of the National Association of
Securities Dealers, Inc. ("NASD"), in negotiated transactions (including,
without limitation, privately negotiated transactions), through the writing of
options on the Securities, or through the issuance of other securities
convertible into the Securities (whether such options or other securities are
listed on an options or securities exchange or otherwise), or a combination of
such methods of distribution, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.

Any or all of the Securities may be sold from time to time to
purchasers directly by a Selling Securityholder. Sales of Securities also may be
made pursuant to Rules 144, 144A or 904 of the Securities Act, provided that the
requirements of such rules, including, without limitation, any applicable
holding periods and manner of sale requirements, are met. Alternatively, a
Selling Securityholder may from time to time offer any or all of the Securities
through underwriters, dealers, brokers or agents, including in transactions in
which any such underwriters, dealers, brokers or agents solicit purchasers, in
block transactions or in transactions in which any such underwriters, dealers,
brokers, or agents will attempt to sell such Securities as an agent but may
resell such Securities as a principal pursuant to this Prospectus.

Any underwriters, dealers, brokers or agents participating in the
distribution of the Securities offered hereby may receive compensation in the
form of underwriting discounts, concessions, commissions or fees from a Selling
Securityholder and/or purchasers of Securities for whom they may act as agents
(which compensation may be in excess of customary commissions). In addition, a
Selling Securityholder and any such underwriters, dealers, brokers or agents
that participate in the distribution of Securities may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act and any
commissions received by them and any profit on the resale of the Securities may
be deemed to be underwriting compensation. Additionally, the Selling
Securityholders may pledge Securities, and in such event agents or dealers may
acquire the Securities or interests therein, and may, from time to time, effect
distribution of the Securities or interests in such capacity.

At the time any underwritten or coordinated distribution of any
Securities is made, to the extent required, a supplement to this prospectus will
be distributed which will set forth the aggregate amount of Securities being
offered and the terms of the offering, including the name or names of any
participating Selling Securityholders, underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
Selling Securityholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.

In order to comply with the securities laws of certain states, if
applicable, the Securities will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states, the Securities may
not be sold unless registered or qualified for sale in such state or unless an
exemption from registration or qualification is available and such sale is made
in compliance with such exemption.

<PAGE>
LEGAL MATTERS

The validity of the Securities offered hereby will be passed upon for
the Company by Lowenstein Sandler PC, Roseland, New Jersey.

EXPERTS

The financial statements of LogiMetrics, Inc. and its consolidated
subsidiaries as of June 30, 1997 and for each of the two years in the period
ended June 30, 1997, except mmTech, Inc. for the year ended October 31, 1996,
included in this Prospectus have been audited by Deloitte & Touche LLP as stated
in their report appearing herein (which report expresses an unqualified opinion
and includes an explanatory paragraph relating to the Company's losses from
operations, its deficiency in working capital and the stockholders' capital
deficiency which raise substantial doubt about its ability to continue as a
going concern). The financial statements of mmTech, Inc. (consolidated with
those of the Company) have been audited by Reydel, Perier & Neral, PA, as stated
in their report included herein. Such financial statements of the Company and
its consolidated subsidiaries are included herein in reliance upon the
respective reports of such firms given upon their authority as experts in
accounting and auditing. Both of the foregoing firms are independent auditors.

<PAGE>

INDEX TO FINANCIAL STATEMENTS

Page

For the Nine Months Ended March 31, 1998 (Unaudited):

Consolidated Balance Sheet as of March 31, 1998................... F-2

Consolidated Statements of Operations
for the Nine Months Ended March 31, 1998 and 1997................. F-3

Consolidated Statements of Cash Flows
for the Nine Months Ended March 31, 1998 and 1997................. F-4

Notes to Consolidated Financial Statements........................ F-5

For the Fiscal Years Ended June 30, 1997 and 1996:

Independent Auditors' Reports..................................... F-7

Consolidated Balance Sheet as of June 30, 1997.................... F-9

Consolidated Statements of Operations
for the Fiscal Years Ended June 30, 1997 and 1996................. F-10

Consolidated Statements of Stockholders' Equity (Deficiency)
for the Fiscal Years Ended June 30, 1997 and 1996................. F-11

Consolidated Statements of Cash Flows
for the Fiscal Years Ended June 30, 1997 and 1996................. F-13

Notes to Consolidated Financial Statements........................ F-14

<PAGE>

LOGIMETRICS, INC.
CONSOLIDATED BALANCE SHEET
March 31, 1998
(Unaudited)

ASSETS
CURRENT ASSETS:
Cash $930,518
Accounts receivable, less allowance
for doubtful accounts of $505,875 1,990,914
Inventories (Note 2) 3,728,386
Prepaid expenses and other current assets 36,257
------------

Total current assets 6,686,075

Equipment and fixtures (net) 594,504
Deferred financing costs 91,290
Other assets 37,477
------------

TOTAL ASSETS $7,409,346
============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and other accrued expenses $3,073,383
Advance payments 885,631
Income taxes payable 283,948
Current portion of long-term debt (Note 3) 2,310,467
------------

Total current liabilities 6,553,429

Long term debt (Note 3) 5,070,596
------------

TOTAL LIABILITIES $11,624,025
------------

COMMITMENTS
STOCKHOLDERS' DEFICIENCY (Note 3 and 4)
Preferred Stock:
Series A, stated value $50,000 per share;
authorized, 200 shares; issued and
outstanding, 28 shares 924,526
Common Stock:
Par value $.01; authorized,
100,000,000 shares; issued and
outstanding, 25,892,414 shares 258,924
Additional paid-in capital 4,324,978
Deficit (8,858,657)
Stock subscriptions receivable (Note 4) (864,450)
------------

TOTAL STOCKHOLDERS' DEFICIENCY $(4,214,679)
------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $7,409,346
============
See Notes to Consolidated Financial Statements

<PAGE>

LOGIMETRICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Nine Months Ended March 31,
1998 1997
Restated (Note 1)

Net revenues (Note 5) $6,865,193 $8,420,252
Costs and expenses:
Cost of revenues 4,076,584 6,539,726
Selling, general and
administrative expenses 3,157,326 2,400,290
Research and development 352,416 559,606
------------ --------------

Loss from operations (721,133) (1,079,370)

Interest expense 709,450 552,207
------------ --------------

Loss before income taxes (1,430,583) (1,631,577)

Provision (benefit) for
income taxes (132,615) 356,542
------------ --------------

Net loss (1,297,968) (1,988,119)

Preferred stock dividends 159,238 171,079
------------ --------------

Net loss attributable
to common stockholders $(1,457,206) $(2,159,198)
============ ==============

Loss per common share (Note 6) $(0.06) $(0.10)

Weighted average number of
common shares outstanding 25,336,207 22,246,137
============ ==============

See Notes to Consolidated Financial Statements

<PAGE>

LOGIMETRICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended March 31,
1998 1997
Restated (Note 1)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,297,968) $(1,988,119)
------------- -------------

Adjustments to reconcile net loss to
net cash (used for) provided by
operating activities:
Depreciation and amortization 399,031 366,242
Allowance for doubtful accounts 355,875 75,000
Accrued interest expense paid by
issuance of debentures 387,917 --
Increase (decrease) in cash from:
Accounts receivable (182,624) 224,131
Costs and estimated earnings
in excess of billings on
uncompleted contracts 785,013 266,887
Inventories (379,350) (112,635)
Prepaid expenses and other
current assets 44,254 74,323
Accounts payable and accrued expenses (2,293,851) 840,829
Other assets/liabilities (131,649) 357,847
------------- -------------

Total adjustments (1,015,384) 2,092,624
------------- -------------

Net cash (used for) provided by operating
activities (2,313,352) 104,505
------------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment and fixtures (110,411) (113,888)
------------- -------------

Net cash used for investing activities (110,411) (113,888)
------------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from debt issuance - net 2,750,000 --
Proceeds from warrant issuance 567,500 --
Proceeds from sale of stock 32,500 --
Repayment of loan from stockholder - net (175,489) (63,558)
Proceeds from exercise of warrants 16,131 1,887
Stock subscriptions received 8,500 1,250
Repayment of debt - net (213,188) (93,630)
------------- ---------

Net cash (used for) provided by
financing activities 2,985,954 (154,051)
------------- ---------

NET INCREASE (DECREASE) IN CASH 562,191 (163,434)

CASH AND CASH EQUIVALENTS, beginning
of period 368,327 269,248
------------- -------------

CASH AND CASH EQUIVALENTS, end of period $930,518 $105,814
============= =============
See Notes to Consolidated Financial Statements

<PAGE>

LOGIMETRICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Financial Statements

The accompanying consolidated financial statements include the accounts of
LogiMetrics, Inc. ("LogiMetrics") and its wholly-owned subsidiaries, mmTech,
Inc. ("mmTech") and LogiMetrics FSC, Inc. (collectively, the "Company"). All
intercompany balances and transactions have been eliminated. The consolidated
financial statements have been prepared to give retroactive effect to the
business combination with mmTech which occurred on April 25, 1997 and which has
been accounted for as a pooling of interests.

The Company's financial statements have been prepared assuming that the Company
will continue as a going concern. The independent auditors' report on the
Company's financial statements for the fiscal year ended June 30, 1997 included
an emphasis paragraph concerning the Company's ability to continue as a going
concern The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

The balance sheet as of March 31, 1998, the statement of operations for the
nine-month period ended March 31, 1998, and the statements of cash flows for the
nine-month period ended March 31, 1998, are unaudited. Such unaudited
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial reporting and
with the instructions to Form 10-QSB. Accordingly, they do not include all of
the information and disclosures required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments, consisting of normal recurring accruals considered necessary for a
fair presentation, have been included. Results for the nine months ended March
31, 1998 are not necessarily indicative of the results that may be achieved for
any other interim period or for the fiscal year ending June 30, 1998. These
statements should be read in conjunction with the financial statements and
related notes included in the Company's Annual Report on Form 10-KSB for the
year ended June 30, 1997.

2. Inventories

Inventory consists of the following at March 31, 1998:

Raw material and components $1,407,401
Work-in-progress 2,091,312
Finished goods 229,673
-----------

$3,728,386
===========

3. Long-Term Debt

Long-term debt consists of the following at March 31, 1998:

Notes payable to Bank $2,208,249
Class A Debenture 3,001,921
Class B Debenture 1,635,996
Less: Discount at issuance (457,628)
Plus: Amortization of discount 343,224
Notes payable - stockholder 447,598
Notes payable - other 45,000
Capital lease obligations 156,703
-----------

Sub-total 7,381,063
Less: current portion 2,310,467
-----------

Total long-term debt $5,070,596
===========

<PAGE>

Principal payments due on all long-term debt consist of the following:

Fiscal year ending June 30, 1998 $150,003
Fiscal year ending June 30, 1999 2,173,944
Fiscal year ending June 30, 2000 5,045,578
Thereafter 11,538
-----------

$7,381,063
===========

4. Stockholders' Deficiency

Stock subscriptions receivable consists of the following at March 31, 1998:

Notes from former officers $154,450
Notes from two employees 675,000
Note from a director 35,000
---------

$864,450
=========

5. Revenue Recognition

In December 1997, CellularVision of New York, L.P. ("CVNY") entered into a
letter agreement with the Company pursuant to which CVNY agreed to pay on behalf
of CellularVision Technology & Telecommunications L.P. ("CT&T") approximately
$3.0 million of the amounts owed by CT&T. Under the terms of the letter
agreement, CVNY paid $350,000 to the Company, and delivered to the Company a
secured promissory note in the principal amount of approximately $2.6 million
(the "CVNY Note"). The CVNY Note relates to equipment, substantially all of
which had been ordered by CT&T and CVNY in prior periods, and which was being
held at the Company's premises at CVNY's request. In addition, CVNY has
confirmed to the Company in writing that it has purchased the equipment covered
by the CVNY Note and assumed the risk of loss with respect thereto. CVNY has
committed to accept delivery of all such equipment by June 30, 1998. As of
December 28, 1997, CVNY had paid approximately $50,000 pursuant to the CVNY
Note. On December 31, 1997, the Company sold the CVNY Note without recourse for
approximately $2.4 million. The loss of approximately $190,000 on the sale of
the CVNY Note was recorded in selling, general and administrative expenses.
During the second quarter of fiscal 1998, the Company recorded approximately
$3.0 million of sales related to these transactions.

6. Loss Per Share

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share". SFAS No.
128 specifies the computation, presentation and disclosure requirements for
earnings per share ("EPS") and became effective for both interim and annual
periods ending after December 15, 1997. In accordance with SFAS No. 128, basic
earnings per common share are computed based on the weighted-average number of
common shares outstanding during each period. The loss per share calculations
for the nine-month period ended March 31, 1998 do not give effect to common
stock equivalents because they would have an antidilutive effect.

<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders LogiMetrics, Inc. and Subsidiaries
Bohemia, New York

We have audited the accompanying consolidated balance sheet of LogiMetrics, Inc.
and Subsidiaries (the "Company") as of June 30, 1997 and the related
consolidated statements of operations, stockholders' equity (deficiency) and
cash flows for each of the two years in the period then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. We did not audit the statements of income, accumulated deficit and
cash flows of mmTech, Inc., a wholly-owned subsidiary, for the year ended
October 31, 1996, which statements reflect total revenues constituting 43% of
consolidated total revenues for the year ended June 30, 1996. Those financial
statements were audited by other auditors whose report has been furnished to us,
and our opinion, insofar as it relates to the amounts included for mmTech, Inc.
is based solely on the report of such auditors.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, such
consolidated financial statements present fairly, in all material respects, the
financial position of the Company as of June 30, 1997, and the results of their
operations and their cash flows for each of the two years in the period ended
June 30, 1997 in conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company's losses from operations, its
deficiency in working capital and the stockholders' capital deficiency raise
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 2. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Jericho, New York
January 5, 1998

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Stockholder of
mmTech, Inc.

We have audited the statements of income, accumulated deficit, and cash flows of
mmTech, Inc. for the year ended October 31, 1996. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the results of operations and cash
flows of mmTech, Inc. for the year ended October 31, 1996 in conformity with
generally accepted accounting principles.

/s/ Reydel, Perier & Neral

REYDEL, PERIER & NERAL, PA
Wall, New Jersey
February 7, 1997

<PAGE>

LOGIMETRICS, INC.
CONSOLIDATED BALANCE SHEET
June 30, 1997

ASSETS
Current Assets
Cash (Note 8) $368,327
Accounts receivable, less allowance
for doubtful accounts of $150,000 2,156,464
Costs and estimated earnings in excess of
billings on uncompleted contracts (Note 4) 785,013
Inventories (Note 5) 3,349,036
Prepaid expenses and other current assets 89,512
----------

Total current assets 6,748,352

Equipment and fixtures (net) (Note 7) 620,243
Deferred financing costs 216,462
Other assets 38,443
----------

TOTAL ASSETS $7,623,500
==========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and other accrued expenses $4,975,804
Advance payments 1,125,907
Income taxes payable 416,564
Current portion of long-term debt (Note 8) 3,193,018
----------

Total current liabilities 9,711,293

Long term debt 1,594,314
----------

TOTAL LIABILITIES 11,305,607
----------

Commitments (Note 12)
Stockholders' deficiency (Notes 8 and 10)
Preferred Stock:
Series A, stated value $50,000 per share;
authorized, 200 shares; issued and
outstanding, 30 shares 990,564
Warrants (Note 10) 1,023,234
Common Stock:
Par Value $.01; authorized,
100,000,000 shares; issued and
outstanding, 22,391,434 shares 223,914
Additional paid-in capital 1,644,583
Deficit (7,401,452)
Stock subscriptions receivable (Note 10) (162,950)
----------

TOTAL STOCKHOLDERS' DEFICIENCY (3,682,107)
----------

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY $7,623,500
==========

See Notes to Consolidated Financial Statements

<PAGE>

LOGIMETRICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

YEAR ENDED JUNE 30,
1997 1996
Restated (Note 3)

Net Revenues $11,374,182 $8,879,544
Cost and expenses:
Cost of revenues (Note 4) 8,563,694 9,831,316
Selling, general and
administrative expenses 3,520,094 3,211,232
Research and development 647,919 628,967
----------- ---------

Loss from operations (1,357,525) (4,791,971)
Interest expense 763,801 455,741
----------- ---------

Loss before income taxes (2,121,326) (5,247,712)
(Benefit) provision for
income taxes (Note 9) 380,000 (299,000)
----------- ---------

Net loss (2,501,326) (4,948,712)
Preferred stock dividends 234,164 57,205
----------- ---------

Net loss attributable
to common shareholders $(2,735,490) $(5,005,917)
=========== ============

Loss per common
share (Note 11) $(0.12) $(0.23)

Weighted average number of common shares
and equivalents outstanding (Note 10) 22,282,361 22,202,754

See Notes to Consolidated Financial Statements

LOGIMETRICS, INC.
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY (DEFICIENCY)

Par Value
Class A Class B Additional Stock Retained Stockholders'
Common Common Preferred Paid-in Subscriptions Earnings Equity
Stock Stock Stock Capital Warrants Receivable (Deficit) (Deficit)
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Balance, June 30, 1995
as previously reported $261,060 $25,000 - $1,949,209 - $(177,950) $601,395 $2,658,714

Common stock issued
pursuant to merger
(Note 3) 1,924,780 - - (1,923,780) - - (216,400) (215,400)
--------- ------ ------ ----------- ----- --------- --------- ---------
Balance, June 30, 1995
as restated (Note 3) 2,185,840 25,000 - 25,429 - (177,950) 384,995 2,443,314
--------- ------ ------ ---------- ----- --------- --------- ---------
Receipt of stock
subscription payments - - - - - 13,750 - 13,750

Issuance of Warrants
Series A - - - - 11,285 - - 11,285
Series B - - - - 28,215 - - 28,215
Series C - - - - 457,628 - - 457,628
Series D - - - - 509,436 - - 509,436
Series E - - - - 10,000 - - 10,000
Series F - - - - 6,670 - - 6,670

Preferred Stock issuance - - 990,564 - - - - 990,564

Conversion of Class B
Common Stock to Class
A Common Stock 25,000 (25,000) - - - - - -

Change in par value per
share from
$.10 to $.01 (1,989,756) - - 1,989,756 - - - -

Exercise of Series D
Warrants 943 - - - - - - 943

Expenditures relating to
Preferred Stock
offering and
registration
statement - - - (370,602) - - - (370,602)

Net loss - - - - - - (4,948,712) (4,948,712)

Preferred Stock dividends - - - - - - (57,205) (57,205)

Balance, June 30, 1996 222,027 - 990,564 1,644,583 1,023,234 (164,200) (4,620,922) (904,714)
------- ------ ------- --------- --------- ------- --------- -------
Receipt of stock
subscription payments 1,250 1,250

Exercise of Series D
Warrants 1,887 1,887

Net loss (2,501,326) (2,501,326)

Change in year end of pooled
company (45,040) (45,040)

Preferred Stock dividends - - - - - - (234,164) (234,164)
------- --- ------- -------- -------- -------- ---------- -----------
Balance, June 30, 1997 $223,914 $- $990,564 $1,644,583 $1,023,234 $(162,950) $(7,401,452)$(3,682,107)
(continued) ======= === ======= ========= ========= ========= ========== ===========

</TABLE>
<PAGE>

LOGIMETRICS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) (Continued)

Class A Class B
Preferred
Common Stock Common Stock Stock
Shares Outstanding

Balance at June 30, 1995
as previously reported 2,610,614 250,000 -

Common Stock issued pursuant to the merger
(Note 3) 19,247,800 - -

Balance, June 30, 1995
as restated (Note 3) 21,858,414 250,000 -

Issuance of Preferred Stock - - 30

Conversion of Class B
Common Stock to Class A 250,000 (250,000) -

Exercise of Series D Warrant 94,340 - -

Balance at June 30, 1996 22,202,754 - 30

Exercise of Series D Warrants 188,680 - -

Balance, June 30, 1997 22,391,434 - 30
============ ===== ===

See Notes to Consolidated Financial Statements

<PAGE>

LOGIMETRICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED JUNE 30,
1997 1996
Restated
(Note 3)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,501,326) $(4,948,712)
----------- -----------

Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
Depreciation and amortization 462,861 198,662
Allowance for doubtful accounts 75,000 70,500
Deferred income tax (benefit) - (299,000)
Increase (decrease) in cash from:
Accounts receivable 443,865 428,080
Costs and estimated earnings
in excess of billings on
uncompleted account contracts 216,750 2,357,220
Inventories (929,883) (963,956)
Prepaid expenses and other
current assets 134,485 (124,195)
Accounts payable and accrued expenses 1,870,188 657,427
Other assets 440,282 564,726
----------- ---------

Total adjustments 2,713,548 2,889,464
----------- ---------

Net cash provided by (used for)
operating activities 212,222 (2,059,248)
----------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and fixtures (159,301) (139,325)
----------- ---------

Net cash used for investing activities (159,301) (139,325)
----------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of debt issuance - net 291,003 568,602
Proceeds of warrant issuance - 1,023,234
Proceeds of preferred stock issuance - 1,129,398
Repayment of loans from stockholders (5,972) (86,032)
Proceeds from exercise of warrants 1,887 943
Decrease in stock subscriptions receivable 1,250 13,750
Repayment of debt (242,010) (429,191)
---------- ---------

Net cash provided by financing activities 46,158 2,220,704
---------- ---------

NET INCREASE IN CASH 99,079 22,131

CASH and CASH EQUIVALENTS, beginning of period 269,248 230,991
---------- ---------

CASH and CASH EQUIVALENTS, end of period $368,327 $253,122
========== =========
See Notes to Consolidated Financial Statements

<PAGE>

LOGIMETRICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997 AND 1996

1. Description of Business and Summary of Significant Accounting Policies

a. Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
LogiMetrics, Inc. ("LogiMetrics") and its wholly-owned subsidiaries, mmTech,
Inc. ("mmTech") and LogiMetrics FSC, Inc. (collectively, the "Company"). All
intercompany balances and transactions have been eliminated. The consolidated
financial statements of the Company have been prepared to give retroactive
effect to the business combination with mmTech (Note 3) which occurred on April
25, 1997 and has been accounted for as a pooling of interests.

b. Revenue Recognition

Revenues related to products with short-term production cycles are recognized
when the products are shipped. The Company reports revenues from the sale of
products which have unique customer specifications and long-term production
cycles on the percentage-of-completion method for financial reporting purposes.
Revenues under these contracts are recognized based on the proportion of
contract costs incurred to total estimated contract costs. Contract costs
include all direct material and labor costs and those indirect costs related to
contract performance, such as indirect labor, supplies, tools, repairs, and
depreciation costs. Selling, general, and administrative costs are charged to
expense as incurred. Provisions for estimated losses on uncompleted contracts
are made in the period in which such losses are determined.

The net sales value of partially completed contracts in excess of billings is
included in current assets.

c. Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or
market.

d. Equipment and Fixtures

Equipment and fixtures are recorded at cost and include equipment under capital
leases. Depreciation and amortization are provided by the straight-line method
over an estimated useful life of five or ten years and in the case of leasehold
improvements, the remaining lease term.

e. Income Taxes

The Company accounts for income taxes pursuant to Statement of Financial
Accounting Standards ("SFAS") No. 109 "Accounting for Income Taxes." Under this
method, deferred tax assets are determined based on differences between the
financial reporting and tax bases of assets and liabilities, and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.

f. Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

g. Long-Lived Assets

Effective July 1, 1996, the Company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" ("Statement 121"). Statement 121
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets to be
held and used for long-lived assets and certain identifiable intangibles to be
disposed of. Statement 121 requires the review of long-lived assets and certain
identifiable intangibles whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The adoption of
Statement 121 did not have a material effect on the consolidated financial
statements of the Company.

h. Fair Value of Financial Instruments

At June 30, 1997, the carrying amount of the Company's financial instruments,
including cash, accounts receivable, accounts payable, accrued liabilities, and
notes payable, approximated fair value because of their short-term maturities.
Long-term borrowings bear interest at variable rates, which approximate market.

i. Deferred Financing Costs

Deferred financing costs are amortized on a straight-line basis over the lives
of the related obligations.

j. Research and Development Costs

The Company expenses all research and development costs as incurred. The Company
incurred research and development expenses of approximately $648,000 and
$629,000 for the fiscal years ended June 30, 1997 and 1996, respectively.

k. Reclassifications

Certain amounts in the 1996 financial statements have been reclassified to
conform with 1997 presentation.

2. Financial Condition and Liquidity

On March 7, 1996, LogiMetrics completed a private placement of senior debentures
and warrants (see Note 8) and a private placement of preferred stock and
warrants (see Note 10(a)). On July 29, 1997, the Company completed a private
placement of convertible debentures and warrants (see Note 16). In conjunction
with the March 7, 1996 and July 29, 1997 transactions, the Company restructured
certain of its debt (the "First Debt Restructuring" and the "Second Debt
Restructuring", respectively). Additionally, on March 7, 1996, new management
was brought in to change the focus of the Company's operations. The primary
objective of this change in focus was to redirect LogiMetrics' focus toward the
higher value-added, broad band wireless communications market. Consistent with
this focus, on April 25, 1997, a subsidiary of LogiMetrics merged into mmTech, a
manufacturer of broad band wireless communications equipment. (The merger is
further discussed in Note 3.) As a result of the change in focus, the merger and
other operating inefficiencies preceding the change in control, operations for
the fiscal years ended June 30, 1997 and 1996, have been significantly impacted.

As shown in the financial statements, during the years ended June 30, 1997 and
1996 the Company incurred net losses of $2,501,326 and $4,948,712, respectively,
and, at June 30, 1997, the Company's current liabilities exceeded its current
assets by $2,962,941, while its total liabilities exceeded its total assets by
$3,682,107. The net losses have caused the Company to be in default with respect
to certain covenants contained in the Company's debt instruments. While the
Company has currently obtained waivers covering such defaults (such defaults and
related waivers are more fully discussed in Note 8), there can be no assurance
that the holders of such debt will agree to new waivers, if necessary, once the
original waivers expire.

The Company has not paid any dividends on its Series A 12% Cumulative
Convertible Redeemable Preferred Stock, par value $0.01 per share (the
"Preferred Stock"), which have accumulated in the amount of approximately
$380,000 through December 31, 1997. Additionally, as of December 31, 1997, the
Company is past due in payments to vendors in an amount of approximately
$1,800,000.

Recognizing the need for additional resources to fund the Company's anticipated
operating shortfalls, management has entered into discussions with investment
bankers and other consultants to assist with identifying and pursuing additional
funding sources. In relation to these efforts, during the years ended June 30,
1997 and 1996, the Company raised approximately $3.0 million from the private
sale of convertible debentures, convertible preferred stock and warrants.
Through December 31, 1997, the Company raised approximately an additional $3.4
million through the private issuance of convertible debentures and warrants; and
on December 31, 1997, the Company sold approximately $2.6 million of notes
receivable for approximately $2.4 million in cash (refer to Note 16 for further
information). While management expects that the continuing efforts of the
investment bankers and other consultants will result in the identification of
new financing sources, no assurance can be given that the Company will be
successful in raising capital.

Based upon the above information, the Company's financial statements for the
year ended June 30, 1997 have been prepared on a going concern basis which
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business. The Company's continuation as a
going concern is dependent upon its ability to generate sufficient cash flow to
meet its obligations on a timely basis, to comply with the terms and covenants
of its financial agreements, to obtain additional financing or refinancing as
may be required, and ultimately to attain successful operations. If the Company
is unable to generate sufficient cash flows from operations or other sources,
the Company may not be able to achieve its growth objectives, may have to
curtail its marketing, development or operations, and may be unable to continue
as a going concern.

3. Acquisition

On April 25, 1997, a wholly-owned subsidiary of LogiMetrics merged into mmTech,
pursuant to which LogiMetrics issued 19,247,800 shares of its common stock, par
value $0.01 per share (the "Common Stock"), to Mr. Charles S. Brand, the sole
stockholder of mmTech. mmTech is primarily engaged in the design, development,
manufacturing and sale of telecommunications equipment used in Local Multipoint
Distribution Service ("LMDS") systems that deliver wireless video, telephone and
data signals. The acquisition has been accounted for as a pooling of interests
and, accordingly, the consolidated financial statements have been restated to
include the accounts of mmTech for all periods presented. The accompanying
consolidated financial statements for the year ended June 30, 1997 include the
operations of mmTech on a common fiscal year. The accompanying consolidated
financial statements for the year ended June 30, 1996, include the operations of
mmTech for the fiscal year ended October 31, 1996. Accordingly, as a result of
conforming fiscal years, mmTech's net income of $45,040 for the period July 1,
1996, through October 31, 1996, are included twice in the accompanying
consolidated statements of operations for the fiscal years ended June 30, 1997
and 1996, and has been included as an adjustment to consolidated accumulated
deficit. Additionally, revenues of approximately $963,000 and expenses of
approximately $918,000 for the period from July 1, 1996 through October 31, 1996
are included twice in the accompanying Consolidated Statements of Operations for
the fiscal year ended June 30, 1997 and 1996. Included in the operating results
of the Company for the year ended June 30, 1997 are approximately $3,600,000 and
$5,822,000 of revenues of mmTech and LogiMetrics, respectively, and
approximately $400,000 of net income of mmTech prior to the date of acquisition
and approximately $2,735,000 of net loss of LogiMetrics prior to the date of
acquisition. Because the acquisition was accounted for as a pooling of
interests, acquisition expenses of $135,000 have been charged against results of
operations in the year ended June 30, 1997.

The following is a reconciliation of certain restated amounts with amounts
previously reported for 1996:

Revenues:
As previously reported $5,038,193
Effect of mmTech pooling of interests 3,841,351
-----------

As restated $8,879,544
-----------

Net income (loss):
As previously reported $(5,196,067)
Effect of mmTech pooling of interests 190,150
-----------

As restated $(5,005,917)
-----------
Net income (loss) per share: Primary:
As previously reported $(1.82)
Effect of mmTech pooling of interests 1.59
-----------

As restated $(0.23)
-----------

4. Costs and Estimated Earnings in Excess of Billings on
Uncompleted Contracts

Costs and estimated earnings in excess of billings on uncompleted contracts
consist of the following at June 30, 1997:

Costs and estimated earnings $1,235,707

Less: Estimated loss upon completion (293,094)
Progress billings (157,600)
----------

$ 785,013
` ==========

The Company bills its customers based upon terms specified in individual
contracts. All costs and estimated earnings in excess of billings on uncompleted
contracts as of June 30, 1997 are expected to be collected within one year.

5. Inventories

Inventory consists of the following at June 30, 1997:

Raw material and components $1,573,727
Work-in-progress 1,211,598
Finished goods 563,711
----------

$3,349,036
==========

6. Supplementary Information - Statement of Cash Flows

Cash paid during the period for:

Year ended June 30,

1997 1996

Interest $359,214 $331,356
Income taxes $-0- $9,931

Non-cash investing and financing activities during the period for:

Year ended June 30,

1997 1996

Machinery and equipment
purchased under capital lease $117,685 $107,686

7. Equipment and Fixtures

Equipment and fixtures, at cost, are summarized as follows at June 30, 1997:

Machinery and equipment $2,434,271
Furniture and fixtures 141,115
Leasehold improvements 179,562
-----------

2,754,948
Less: accumulated depreciation and amortization (2,134,705)
-----------

$620,243
===========

8. Long-Term Debt

Long-term debt consists of the following at June 30, 1997:

Notes payable to Bank $2,375,961
Senior debentures 1,500,000
Less: Discount at issuance (457,628)
Plus: Amortization of discount 214,515
Subordinated debentures 300,000
Notes payable - officer (Note 15) 623,086
Notes payable - other 45,000
Capital lease obligations 186,398
----------

4,787,332
Less: current portion (3,193,018)
----------

1,594,314
==========

Subordinated Debentures and Series A and Series B Warrants

On July 14, 1995, the Company completed a private offering of 15 units of its
securities at a price of $20,800 per unit. Each unit consisted of one $20,000
12% Convertible Subordinated Debenture and one Common Stock Purchase Warrant,
Series A. For managing the financing, Common Stock Purchase Warrants, Series B,
to purchase 1,500,000 shares of Common Stock were sold to SFM Group, Ltd.
("SFM") at a price of $.02 per share, with an exercise price of $0.25 per share.

Subsequently, on March 7, 1996, in connection with the First Debt Restructuring,
all of the holders of the 12% Convertible Subordinated Debentures and Common
Stock Purchase Warrants, Series A, and Common Stock Purchase Warrants, Series B,
exchanged such debentures and warrants for Amended and Restated 12% Convertible
Subordinated Debentures (the "Subordinated Debentures") and Amended and Restated
Series A and Series B Warrants of like tenor (the "Series A Warrants" and
"Series B Warrants", respectively). Modifications reflected in the Subordinated
Debentures included: (i) an amendment to the "anti-dilution" clause contained in
the Subordinated Debentures to permit the issuance of the Series C Warrants (as
defined below), Series D Warrants (as defined in Note 10(a) below), Series E
Warrants (as defined in Note 10(c) below) and the options then awarded to a
former executive of the Company; (ii) permitting the Senior Debentures (as
defined below) to be secured by a second lien on the assets of the Company;
(iii) revisions to the financial covenants to conform to those contained in the
Facility (as defined below) and (iv) the payment of interest on the Subordinated
Debentures to be made quarterly instead of annually. (Refer to Note 10c for a
further discussion of the Series A Warrants and Series B Warrants.) (Refer to
discussions of Senior Debentures and Series C Warrants below for more
information regarding the First Debt Restructuring and the Second Debt
Restructuring.)

At June 30, 1997, accrued interest on the Subordinated Debentures totaled
approximately $79,000. The principal was payable in one balloon payment on July
14, 1997. On that date, in accordance with their terms, the Subordinated
Debentures were converted into an aggregate of 1,200,000 shares of Common Stock.
All accrued interest on the Subordinated Debentures was paid on August 29, 1997.

North Fork Bank Credit Facilities

The Company is a party to a Restated and Amended Term Loan Note, dated as of
April 25, 1997, and a Sixth Restated and Amended Revolving Credit Note, dated as
of April 25, 1997, pursuant to which North Fork Bank (the "Bank") has provided
the Company with a $640,000 term loan (the "Term Loan") which matures December
31, 1998 and a revolving credit facility (the "Revolver") which matures April
30, 1998, pursuant to which the Company is entitled to draw up to $2,200,000
assuming sufficient eligible inventory and accounts receivable (the Term Loan
and the Revolver are referred to herein collectively as the "Facility"). The
Term Loan and the Revolver bear interest at the rate of 2% per annum in excess
of the Bank's prime rate. At June 30, 1997, the Bank's prime rate was 8.5%. As a
result of the Company's losses during fiscal 1997, as of June 30, 1997, the
Company was in violation of a covenant contained in the Facility that the
Company report net income of at least $1.00 for each fiscal quarter beginning
with the quarter ended June 30, 1997 (the "Net Income Covenant"). Additionally,
as of October 28, 1997, the Company was in violation of a covenant contained in
the Facility which required the Company to deliver audited financial statements
for the fiscal year ended June 30, 1997, and as of November 14, 1997, the
Company was in violation of a covenant contained in the Facility requiring the
Company to deliver to the Bank financial statements for the fiscal quarter ended
September 30, 1997 (these covenants are collectively referred to herein as the
"Reporting Requirement Covenants"). The Bank has waived the Net Income Covenant
default in respect of the fiscal quarters ended June 30, 1997 and September 30,
1997. The Bank has also waived the Reporting Requirement Covenants defaults
until February 28, 1998.

Senior Debentures and Series C Warrants

In connection with the First Debt Restructuring, the Company and Cerberus
Partners, L.P. ("Cerberus") entered into a Unit Purchase Agreement, dated March
7, 1996 (the "Unit Purchase Agreement"), pursuant to which the Company issued to
Cerberus 30 Units (the "Units"), each Unit consisting of $50,000 in aggregate
principal amount of the Company's 12% Senior Subordinated Convertible Debentures
due December 31, 1998 (the "Senior Debentures") and a Common Stock Purchase
Warrant Series C (the "Series C Warrants") to purchase 84,746 shares of Common
Stock for $.01 per share at any time prior to March 7, 2003. The Company
allocated the $1,500,000 proceeds between the Senior Debentures and the Series C
Warrants based upon their estimated fair value as of March 7, 1996. On July 29,
1997, in connection with the Second Debt Restructuring, the Senior Debentures
were exchanged for the Amended and Restated Class B 13% Convertible Senior
Subordinated Pay-in-Kind Debentures due July 29, 1999 (the "Class B
Debentures"). Each Class B Debenture is convertible into 84,746 shares of Common
Stock. The Class B Debentures were senior in right of payment to the Company's
Subordinated Debentures, but are subordinate to the Company's Term Loan and
Revolver. As a result of the exchange of the Senior Debentures for the Class B
Debentures, the principal is payable on the Class B Debentures in one balloon
payment due July 29, 1999. The terms of the Class B Debentures conform, in all
material respects, to the terms of the Class A Debentures defined and discussed
in Note 16.

The Class B Debentures contain financial covenants identical to those contained
in the Facility. Accordingly, as of June 30, 1997, the Company was in default in
respect of the Net Income Covenant contained in the Class B Debentures to the
same extent as under the Facility. Additionally, as of October 28, 1997 and
November 14, 1997, the Company was in default of the Reporting Requirement
Covenants to the same extent as under the Facility. The holder of the Class B
Debentures has waived the Net Income Covenant default in respect of the fiscal
quarters ended June 30, 1997, September 30, 1997 and December 31, 1997, and has
waived the Reporting Requirement Covenants defaults until February 28, 1998.
Pursuant to the terms of the Class B Debentures, the Company is required to file
a registration statement covering, among other things, the resale of the shares
of Common Stock issuable upon the conversion of Class B Debentures on or prior
to October 27, 1997, and to have the registration statement declared effective
by the Securities and Exchange Commission (the "SEC") on or prior to January 25,
1998. The Company has not yet filed the registration statement. As a result,
effective October 28, 1997, the interest rate on the Class B Debentures was
increased by 1-1/2% per annum pursuant to their terms. Unless the Company
complies with its registration obligations, the interest rate on the Class B
Debentures will continue to increase (subject to a maximum interest rate of 17%
per annum). The holder of the Class B Debentures has the right to declare all
amounts thereunder due and payable if the registration statement is not declared
effective by the SEC on or prior to April 25, 1998. The holder of the Class B
Debentures has waived until February 28, 1998, any default arising as a result
of the Company's failure to file the required registration statement.

Principal payments due on all long-term debt consist of the following:

Fiscal year ending June 30, 1998 $3,193,018
Fiscal year ending June 30, 1999 1,568,231
Fiscal year ending June 30, 2000 14,505
thereafter 11,578
----------

$4,787,332
==========

9. Income Taxes

The provision for (benefit from) income taxes consists of the following:

Year Ended June 30, 1997 Federal State Total

Current $272,000 $108,000 $380,000
Deferred (1,330,000) (307,000) (1,637,000)
Valuation Allowance 1,330,000 307,000 1,637,000
----------- ---------- ----------

$272,000 $108,000 $380,000
=========== ========== ==========

Year Ended June 30, 1996 Federal State Total

Current - - -
Deferred $(1,476,000) - $(1,476,000)
Valuation Allowance 1,177,000 - 1,177,000
----------- ----- -----------

$(299,000) - $(299,000)
=========== ===== ===========

The following is a summary of deferred tax assets as of June 30, 1997:

Current Deferred Taxes:
Costs in excess of deferred revenue $328,000
Inventory Reserves 356,000
Accounts Receivable 63,000
Accrued Expenses 70,000
---------

Total Current 817,000
---------

Non-Current Deferred Taxes:
Depreciation 18,000
NOL Carry-forward 2,553,000
---------

Non-Current 2,571,000
---------

Total Deferred Tax Assets 3,388,000

Valuation Allowance (3,388,000)
---------

Net Deferred Tax Assets $-
===

The valuation allowance is necessary based upon the Company's history of
operating losses and the expectation of future operating losses which will, more
likely than not, result in the Company's inability to utilize its deferred tax
assets.

As of June 30, 1997, the Company had net operating loss carry-forwards of
approximately $6.1 million available to be used to offset future income. Such
net operating loss carry-forwards will expire during the period from 2011 to
2012.

The Company's effective tax rate differs from the anticipated federal statutory
rate. A reconciliation of the federal statutory rate to the Company's effective
tax rate is as follows:

% of Pretax Earnings
Years Ended June 30,
1997 1996

Federal statutory tax rate (34.0)% (34.0)%
Permanent difference 1.3 -
Net operating loss not producing
a current tax benefit 32.7 28.3
Federal and state taxes
related to the earnings
of mmTech:
State 3.4 -
Federal 12.8 1.4
Utilization of net operating
loss carry-forward - (1.4)
Other 1.7 -
---- -----
Final provision 17.9% (5.7)%
==== ====
10. Stockholders' Deficiency

a. Common and Preferred Stock

In August 1995, all 250,000 outstanding shares of Class B common stock were
converted to Common Stock.

In March 1996, the Company's Certificate of Incorporation was amended. Among
other things, the authorized common stock of the Company was increased from
7,000,000 shares of Class A common stock, par value $.10 per share, to
35,000,000 shares of Common Stock. The appellation "Class A" was eliminated from
the common stock, since there were no longer any shares of Class B common stock
outstanding. In addition, the Company's Certificate of Incorporation was amended
to authorize 200 shares of Preferred Stock.

In May 1997, the Company's Certificate of Incorporation was amended. Among other
things, the authorized Common Stock of the Company was increased from 35,000,000
shares of Common Stock to 100,000,000 shares of Common Stock. As of June 30,
1997, the Company had outstanding 22,391,434 shares of Common Stock and 30
shares of Preferred Stock. In addition, as of June 30, 1997, the Company had
20,312,980 shares of Common Stock reserved for issuance pursuant to stock
options, warrants and convertible securities outstanding as of that date. As of
December 31, 1997, the Company had outstanding 25,648,984 shares of Common Stock
and 28 shares of Preferred Stock. In addition, as of December 31, 1997, the
Company had 32,912,939 shares of Common Stock reserved for issuance pursuant to
stock options, warrants and convertible securities outstanding as of that date.

Preferred Stock and Series D Warrants

On March 7, 1996, the Company completed a private offering with respect to an
additional 30 units of its securities. Each unit was comprised of one share of
Preferred Stock and one Common Stock Purchase Warrant, Series D (the "Series D
Warrants"). Each share of Preferred Stock is convertible into 94,340 shares of
Common Stock. Each Series D Warrant entitles the holder thereof to purchase
94,340 shares of Common Stock at $.01 per share at any time prior to March 7,
2003. Holders of Preferred Stock have no voting or preemptive rights. The
Company allocated the $1,500,000 received between the Preferred Stock and the
Series D Warrants based upon their estimated fair value as of March 7, 1996.

Dividends on the Preferred Stock are payable quarterly, beginning June 15, 1996.
With respect to all the dividend payments due at December 31, 1997, the Board of
Directors has elected to defer payment until the Company has sufficient cash for
that purpose. Pursuant to the terms of the Preferred Stock and the Series D
Warrants, the Company is required to effect the registration for resale of,
among other things, the shares of Common Stock issuable upon the conversion of
the Preferred Stock and the exercise of the Series D Warrants. The Company has
not yet effected such registration.

The accumulated amount of dividends due on the Preferred Stock as of December
31, 1997 is approximately $380,000. As a result of the Company's failure to
effect the registration rights of the holders of the Preferred Stock, the
dividend rate on the Preferred Stock increased to 17% per annum effective March
4, 1997. Until the Company complies with its registration obligations, the
dividend rate will remain at 17% per annum.

The Preferred Stock is redeemable, at the Company's option, upon the giving of
thirty days prior written notice, unless the price of the Company's Common Stock
fell below $5.00 per share during the 120-day period immediately preceding the
date of the notice. If redeemed by the Company, the Preferred Stock must be
redeemed at stated value plus all accrued and unpaid accumulated dividends.

b. Stock Options

The Company applies APB Opinion No. 25 and related interpretations in accounting
for its stock option plans. Accordingly, no compensation cost has been
recognized for the fixed portion of its stock option plans. Had compensation
cost for the Company's fixed stock options been determined based on fair value
at the grant dates consistent with Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation to Employees" ("SFAS No.
123"), the Company's net loss attributable to common shareholders and net loss
per share would have increased to the pro forma amounts indicated below:

1997

As Pro
Reported Forma
Net loss attributable to
common shareholders $(2,735,490) $(3,321,825)
Net loss per share $(.12) $(.15)

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions used for grants. The weighted average fair value of options granted
during fiscal 1997 was $0.55 per share.

1997

Dividend yield 0%
Expected volatility 100.0%
Risk-free interest rate 6.22%
Expected option lives, in years 5

LogiMetrics, Inc. 1997 Stock Compensation Program

In May 1997, the Company adopted the LogiMetrics, Inc. 1997 Stock Compensation
Program (the "Stock Compensation Program") which authorizes the granting of
incentive stock options, non-qualified supplementary options, stock appreciation
rights, performance shares and stock bonus awards to employees and consultants
of the Company (the "Employee Plans"). The Stock Compensation Program also
authorizes automatic option grants to directors who are not otherwise employed
by the Company (the "Independent Director Plan"). A total of 4,000,000 shares of
Common Stock are reserved for issuance in connection with the Stock Compensation
Program, of which up to 3,850,000 shares may be issued under the Employee Plans
and up to 150,000 shares may be issued under the Independent Director Plan.

In the event that an option or award granted under the Stock Compensation
Program expires, is terminated or forfeited or certain performance objectives
with respect thereto are not met prior to exercise or vesting, then the number
of shares of Common Stock covered thereby will again become eligible for grant
under the Stock Compensation Program.

A summary of the status of the Stock Compensation Program at June 30, 1997 is
presented below:

Weighted
Weighted Average
Shares Average Remaining
Underlying Exercise Contractual
Options Price Life

Outstanding at beginning of year - - -
Granted 2,798,800 $.55 10 Years
Exercised - -
Forfeited - -

Outstanding at end of year 2,798,800 $.55
========== ====

Exercisable at end of year 1,442,935 $.55 10 Years
========== ====

Other Stock Option Grants

In May 1996, the Board of Directors granted non-qualified stock options to an
officer of the Company to purchase 250,000 shares of Common Stock at an exercise
price of $.50 per share, exercisable at any time on or prior to March 7, 2003.

In March 1996, the Board of Directors granted non-qualified stock options to a
former officer to purchase 1,000,000 shares of Common Stock at exercise prices
ranging from $.40 per share to $3.40 per share. Subsequently, on September 14,
1996, in connection with a settlement agreement with the former officer, the
grant was reduced to a total of 225,000 shares of Common Stock at $.40 per
0share.

The options are exercisable in accordance with the following vesting schedule:

Date Vested Exercise Price Number of Shares

March 7, 1996 $.40 125,000
September 14, 1996 $.40 100,000
---- --------

Total 225,000
========

In May 1994, the Board of Directors granted non-qualified stock options to two
officers to each purchase 300,000 shares of Common Stock at the fair market
value of $.10 per share. These options were exercisable in whole or in part at
any time until December 31, 1998. During the year ended June 30, 1995, each
officer exercised options for 100,000 shares of Common Stock. During the year
ended June 30, 1996, each officer agreed to terminate options for 100,000 shares
of Common Stock. At June 30, 1997, the balance of these exercisable options
equaled 100,000 shares of Common Stock for each of the two former officers.

c. Warrants

As of June 30, 1997, the Company had outstanding several series of warrants.

The Series A Warrants were issued in July 1995 in connection with the issuance
of the Subordinated Debentures and as of June 30, 1997, were exercisable for an
aggregate of 600,000 shares of Common Stock at an exercise price of $.25 per
share (subject to adjustment in certain circumstances). The Series A Warrants
expire on July 15, 2002.

The Series B Warrants were issued in July 1995 in connection with the issuance
of the Subordinated Debentures and as of June 30, 1997, were exercisable for an
aggregate of 1,500,000 shares of Common Stock at an exercise price of $.25 per
share (subject to adjustment in certain circumstances). The Series B Warrants
expire on July 15, 2002.

The Series C Warrants were issued in March 1996 in connection with the issuance
of the Senior Debentures and as of June 30, 1997, were exercisable for an
aggregate of 2,542,380 shares of Common Stock at an exercise price of $.01 per
share (subject to adjustment in certain circumstances). The Series C Warrants
expire on March 7, 2003.

The Series D Warrants were issued in March 1996 in connection with the issuance
of the Preferred Stock and as of June 30, 1997, were exercisable for an
aggregate of 2,547,180 shares of Common Stock at an exercise price of $.01 per
share (subject to adjustment in certain circumstances). The Series D Warrants
expire on March 7, 2003.

The Common Stock Purchase Warrants, Series E (the "Series E Warrants") were
issued in March 1996 in connection with a consulting agreement and as of June
30, 1997, were exercisable for an aggregate of 1,000,000 shares of Common Stock
at an exercise price of $.40 per share (subject to adjustment in certain
circumstances). The Series E Warrants expire on March 7, 2003.

The Common Stock Purchase Warrants, Series F (the "Series F Warrants") were
issued in May 1996 to certain directors, officers and other related parties as
compensation for services performed and as of June 30, 1997, were exercisable
for an aggregate of 667,040 shares of Common Stock at an exercise price of $.50
per share (subject to adjustment in certain circumstances). The Series F
Warrants expire on March 7, 2003.

The Series A Warrants, Series B Warrants, Series C Warrants, Series D Warrants,
Series E Warrants and Series F Warrants are referred to herein collectively as
the "Warrants". The Company used the Black-Scholes option pricing model in
establishing values for the Warrants. In accordance with SFAS No. 123, the
Series B Warrants, Series E Warrants and Series F Warrants, all of which were
issued in return for services received, have been accounted for based upon the
estimated fair value of the warrants issued. Pursuant to the terms of the
Warrants, the Company is required to effect the registration for resale of,
among other things, the shares of Common Stock issuable upon the exercise of the
Warrants. The Company has not yet effected such registration. In the event that
the Company does not fulfill its registration obligations, holders of the
affected warrants may have legal recourse against the Company as a result of
such failure and may have the right to seek injunctive relief requiring the
Company to comply with such registration obligations.

d. Stock Subscriptions Receivable

As of June 30, 1997, two former officers of the Company owed the Company
$106,350 and $56,600 for Common Stock purchased from the Company. By agreement,
such amounts are payable at the rate of $.25 per Common Share as shares are
sold. During the year ended June 30, 1997, $1,250 was paid to the Company by one
of the former officers.

e. Registration Rights

Under the terms of the Class B Debentures, the Preferred Stock, the Warrants,
and the options granted to an officer of the Company, the Company was obligated
to effect the respective holders' registration rights within 90 days after
issuance. The Company has not yet complied with these obligations.

11. Loss Per Share

Loss per Common Share was computed by dividing the net loss by the weighted
average number of shares of Common Stock outstanding during each of the years
presented. The loss per share calculations for 1997 and 1996 do not give effect
to Common Stock equivalents because they would have an antidilutive effect.

<PAGE>
12. Commitments

a. Lease Agreements

The Company is obligated under several non-cancelable leases for office space
and equipment rentals. Annual minimum lease payments under non-cancelable
operating leases as of June 30, 1997, were as follows:

Fiscal year ending June 30, 1998 $285,827
Fiscal year ending June 30, 1999 284,625
Fiscal year ending June 30, 2000 230,523
thereafter 13,320

b. Employment Agreements

In connection with the merger with mmTech in April 1997, the Company entered
into five-year employment agreements with two officers of the Company, which
provide for base compensation totaling $350,000, subject to periodic increases
at the discretion of the Company's Board of Directors. The agreements also
provide for certain life insurance and severance benefits.

13. Major Customers

One customer accounted for 54% and 41% of net revenues, for the years ended June
30, 1997 and 1996, respectively.

Sales to foreign customers by geographic location, as a percentage of net
revenues, were as follows:

Years ended June 30, 1997 1996

Asia 16% 34%
Canada 11 2
Europe 9 5
----- ---
36% 41%
===== ===
14. Pension Plan

The Company had two separate defined contribution plans covering eligible
full-time employees as of June 30, 1997. Participation in each plan is voluntary
and participants may contribute up to 15% of their compensation, subject to
federal limitations. The Company, at its discretion, can make matching
contributions to the LogiMetrics, Inc. Employees 401(k) Savings Plan (the
"LogiMetrics Plan"). For the years ended June 30, 1997 and 1996, the Company has
made no matching contribution to the LogiMetrics Plan. The mmTech, Inc. 401(k)
Plan and Trust (the "mmTech Plan") provides for a Company match of 5% of
participant contributions, plus a discretionary amount based on profitability.
Discretionary Company contributions are vested ratably over a 6-year period.
Company contributions for the year ended June 30, 1997, totaled $2,823 under the
mmTech Plan. The Company made no discretionary contributions to the mmTech Plan
in the fiscal year ended June 30, 1997.

15. Certain Relationships and Related Party Transactions

In July 1995, the Company sold to SFM Series B Warrants to purchase 1,500,000
shares of Common Stock, at a price of $.02 per share, with an exercise price of
$0.25 per share, in connection with obtaining financing for the Company. Alfred
Mendelsohn and Lawrence I. Schneider, former directors of the Company, were
principals in SFM. Mark B. Fisher, a director of the Company, was also a
principal in SFM.

In December 1995, the Company entered into a consulting agreement with two
companies, SFM and Phipps, Teman & Company, L.L.C. ("PTCO"), for services to be
rendered in obtaining additional financing for the Company. SFM and PTCO were
granted Series E Warrants to purchase a total of 1,000,000 shares of the
Company's Common Stock at $.50 per share any time prior to March 7, 2003. SFM
and PTCO also were subsequently paid fees of $87,500 and $216,377, respectively,
when the financing was provided in March 1996. Norman M. Phipps, a director of
the Company, and Wade Teman, a former officer of the Company, are principals in
PTCO.

In May 1996, a former director of the Company, Lawrence I. Schneider, was
elected Chairman of the Executive Committee for a five-year term. As
compensation, he was paid $100,000, in June 1996. Mr. Schneider resigned as a
director in November 1996.

In June 1997, the Company entered into a consulting agreement with Orbitrex.
Under the consulting agreement, Orbitrex agreed to provide certain services in
connection with product development and international marketing opportunities.
Under the consulting agreement, Orbitrex is entitled to receive payments
aggregating $60,000, payable in monthly installments on or prior to April 30,
1998. In the consulting agreement, Orbitrex agreed to certain confidentiality,
non-competition and intellectual property covenants.

<PAGE>

In July 1997, Mr. Phipps purchased 850,000 shares of Common Stock from the
Company for $467,500, or $0.55 per share. In connection with the purchase,
$8,500 was paid in cash from the proceeds of a one-time bonus paid to Mr. Phipps
and the remainder was paid in the form of a non-recourse secured promissory note
(the "Phipps Note") and recorded as a stock subscription receivable. The Phipps
Note does not bear interest, has no fixed maturity date, and is secured by a
pledge of the shares of Common Stock purchased by Mr. Phipps. The Phipps Note
will automatically be forgiven upon the occurrence of a "Change in Control
Event" (as defined in the Phipps Note). The Phipps Note will become due and
payable upon the occurrence of certain events, including a sale or other
disposition by Mr. Phipps of the shares of Common Stock or the termination of
Mr. Phipps' employment as a result of a "Termination for Cause" (as defined in
the Phipps Note). If Mr. Phipps' employment terminates, other than as a result
of a Termination for Cause or a "Without Cause Termination" (as defined in the
Phipps Note), the Phipps Note will become payable in 60 monthly installments.
The Company has agreed to make certain payments to Mr. Phipps in respect of
certain federal income tax consequences which may result from the terms of the
Phipps Note.

Prior to its acquisition by the Company, Mr. Brand, the Company's Chairman and
Chief Executive Officer, lent certain amounts to mmTech on an as-needed basis to
fund a portion of mmTech's working capital requirements. The maximum amount
advanced by Mr. Brand was $649,150, and $623,086 in such advances were
outstanding at June 30, 1997. Pursuant to an agreement between Mr. Brand and the
Company, the Company has agreed to pay interest on the unpaid advances (which
previously had been interest-free) at a rate of seven percent per annum. The
Company also agreed that, subject to its cash flow requirements, it would use
its best efforts to repay up to $300,000 of such advances on or before September
30, 1997, and that the remaining advances would be repaid at a rate of $50,000
per month, commencing in October 1997. As of December 31, 1997, the Company has
paid Mr. Brand $200,000 pursuant to the arrangements described above.

Mr. Brand owns 40% of the outstanding Common Stock of Advanced Control
Components, Inc. ("ACC"). ACC currently sublets space from the Company at its
Eatontown, New Jersey facility and pays to mmTech $33,312 in annual rent.
Employees from mmTech perform services for ACC and employees from ACC perform
services for mmTech from time to time. The company utilizing such services pays
to the company providing such services an amount equal to two times the base
hourly salary of the employees providing such services for the number of hours
involved. Pursuant to such arrangements, ACC paid to mmTech net amounts of
$230,686 during the fiscal year ended June 30, 1997 and $154,850 during the
fiscal year ended June 30, 1996.

Certain holders of the Company's securities, including directors, officers and
beneficial owners of more than 5% of the Common Stock are entitled to certain
registration rights with respect to securities of the Company held by them.

16. Subsequent Events

In July 1997, the Company entered into a Purchase Agreement (the "Purchase
Agreement") with a group of institutional investors (the "Purchasers"),
including certain entities affiliated with Mark B. Fisher, a director of the
Company. Pursuant to the terms of the Purchase Agreement, the Company issued and
sold to the Purchasers $2,750,000 in aggregate principal amount of the Company's
Class A 13% Convertible Senior Subordinated Pay-in-Kind Debentures due July 29,
1999 (the "Class A Debentures"), Common Stock Purchase Warrants - Series G (the
"Series G Warrants") to purchase an aggregate of 7,350,000 shares of Common
Stock at an exercise price of $0.50 per share, Common Stock Purchase Warrants -
Series H (the "Series H Warrants") to purchase an aggregate of 1,100,000 shares
of Common Stock at an exercise price of $0.60 per share and Common Stock
Purchase Warrants - Series I (the "Series I Warrants") to purchase an aggregate
of 550,000 shares of Common Stock at an exercise price of $1.125 per share, for
a total purchase price of $3,352,500. Pursuant to the terms of the Purchase
Agreement, the Purchasers have the right, at any time prior to July 28, 1998, to
purchase an additional $833,333 in aggregate principal amount of the Class A
Debentures, Series G Warrants to purchase an aggregate of 2,000,000 shares of
Common Stock, Series H Warrants to purchase an aggregate of 333,333 shares of
Common Stock and Series I Warrants to purchase an aggregate of 166,667 shares of
Common Stock for a total purchase price of $1,000,000 (the "Purchase Option").
The Company used the Black-Scholes option pricing model in establishing values
for the Series G Warrants, Series H Warrants and Series I Warrants and the
Purchase Option.

In connection with the transactions contemplated by the Purchase Agreement, the
Purchasers, the Company and Charles S. Brand entered into a Stockholders
Agreement (the "Stockholders Agreement") pursuant to which, among other things,
Mr. Brand agreed to certain restrictions on his ability to sell his shares of
Common Stock. Pursuant to the terms of the Stockholders Agreement, the size of
the Board of Directors was increased to seven members and the Purchasers
received the right to appoint three directors. In the event that the Purchase
Option is exercised in full, the number of directors will be increased to eight,
and the Purchasers will have the right to appoint an additional director. At any
time that the Purchasers are entitled to appoint at least four directors, at
either the request of Mr. Brand or the Purchasers, the size of the Board will be
further increased by one and Mr. Brand and the Purchasers will have the right to
mutually select an independent director to fill the resulting vacancy. Further,
in the event that Cerberus (or any subsequent holder of the Class B Debentures)
exercises its right under the Unit Purchase Agreement to designate a member of

<PAGE>
the Board of Directors, the number of directors will be increased by two, the
holder of the Class B Debentures will have the right to appoint one director and
Mr. Brand and the Purchasers will have the right to appoint an additional
independent director.

Pursuant to the terms of the Stockholders Agreement, Mr. Brand has appointed
himself, Dr. Brand, Mr. Carreras and Mr. Phipps and the Purchasers have
appointed Messrs. Fisher, Garcia and Thompson as directors of the Company. To
facilitate the recomposition of the Board of Directors, Mr. Mendelsohn resigned
as a director of the Company effective upon the closing of the transactions
contemplated by the Purchase Agreement.

Under the terms of the Stockholders Agreement, the parties agreed to cause (i)
the Executive Committee of the Board of Directors to be comprised of two
directors designated by Mr. Brand and one director designated by the Purchasers,
(ii) the Audit Committee of the Board of Directors to be comprised of two
directors designated by Mr. Brand and two directors designated by the
Purchasers, and (iii) the Compensation Committee of the Board of Directors to be
comprised of two directors designated by Mr. Brand and two directors designated
by the Purchasers. In the event that the Purchase Option is exercised in full,
the Purchasers will have the right to designate a second director to serve on
the Executive Committee of the Board of Directors.

Pursuant to the terms of the Stockholders Agreement, an ad hoc committee of the
Board of Directors is to be formed to search for a permanent successor to Mr.
Brand as the Company's Chief Executive Officer. Mr. Brand has the right, in his
sole discretion, to approve any such successor. Under the terms of the
Stockholders Agreement, the successor Chief Executive Officer will be treated as
a director designated by Mr. Brand and will be entitled to serve as a member of
the Executive Committee of the Board of Directors (which will be further
increased in size to permit such appointment). As of December 31, 1997, the ad
hoc committee had not yet been formed.

Under the terms of the Stockholders Agreement, the holders of a majority of the
shares of Common Stock beneficially owned by the Purchasers have the right,
subject to certain limitations, to cause the Company to enter into a "Company
Sale". A Company Sale is defined to include (i) a sale of all or substantially
all of the assets of the Company (other than to certain affiliates), (ii) a
merger, consolidation, share exchange or other similar transaction in which the
holders of the Company's voting stock receive less than 50% of the voting power
of the surviving entity, (iii) a sale, disposition or issuance of shares of
voting stock of the Company in which a person or entity (other than a party to
the Stockholder Agreement or its affiliates) acquires 50% or more of the total
voting power of the Company, and (iv) the formation of certain partnerships,
joint ventures and other strategic alliances involving the sale or transfer of
all or substantially all of the assets of the Company to a third party.

The Stockholders Agreement terminates upon the earliest to occur of (i) the
written consent of the holders of a majority of the shares of Common Stock
beneficially owned by the Purchasers and the holders of a majority of the shares
of Common Stock then beneficially owned by Mr. Brand and certain transferees,
(ii) Mr. Brand and certain transferees, as a group, or the Purchasers, as a
group, becoming the beneficial owners of less than 10% of the outstanding Common
Stock (determined on a fully-diluted basis), or (iii) upon the consummation of a
Company Sale in accordance with the terms of the Stockholders Agreement.

MBF Capital Corporation ("MBF"), an entity controlled by Mark B. Fisher, a
director of the Company, paid $35,000 of the purchase price payable by it in
connection with its July 1997 purchase of the Class A Debentures, Series G
Warrants, Series H Warrants, and Series I Warrants in the form of a non-recourse
secured promissory note (the "MBF Note"). The MBF Note matures on July 29, 2000
and bears interest (compounded annually) at a rate of 6.07% per annum, which is
payable at maturity. The MBF Note is secured by a pledge of the Series G
Warrants purchased by MBF. The MBF Note will become immediately due and payable
upon the occurrence of certain events, including a sale or other disposition by
MBF of the Series G Warrants purchased by it or the consummation of a Company
Sale (as defined in the Stockholders Agreement).

On December 31, 1997, the Company sold without recourse approximately $2.6
million of notes receivable for approximately $2.4 million cash.

No dealer, salesman or any other person has been
authorized to give any information or to make any
representations in connection with this offering other
than those contained in this Prospectus and, if given or
made, such other information and representations must not
<S> <C>

be relied upon as having been authorized by the Company. 62,398,910 Shares of Common Stock
Neither the delivery of this Prospectus nor any sale made Amended and Restated Common Stock Purchase Warrants -
hereunder shall, under any circumstances, create any Series A
implication that there has been no change in the affairs Amended and Restated Common Stock Purchase Warrants -
of the Company since the date hereof or that the Series B
information contained herein is correct as of any time Common Stock Purchase Warrants - Series C
subsequent to its date. This Prospectus does not Common Stock Purchase Warrants - Series D
constitute an offer to sell or a solicitation of an offer Common Stock Purchase Warrants - Series E
to buy such securities in any circumstances in which such Common Stock Purchase Warrants - Series F
offer or solicitation is unlawful. Common Stock Purchase Warrants - Series G
Common Stock Purchase Warrants - Series H
Common Stock Purchase Warrants - Series I
28 Shares of Series A 12% Cumulative
Convertible Redeemable Preferred Stock

LOGIMETRICS, INC.

______________PROSPECTUS______________

</TABLE>

_____________________

TABLE OF CONTENTS

Page , 1998

Available Information................................4
Forward-Looking Statements...........................5
Risk Factors.........................................5
Use of Proceeds......................................15
Price Range of Common Stock..........................15
Dividend Policy......................................15
Management's Discussion and Analysis of
Financial Condition and Results of
Operations...........................................16
Business ............................................22
Management...........................................32
Certain Transactions.................................41
Selling Securityholders..............................44
Description of Capital Stock.........................63
Description of Preferred Stock.......................64
Description of Warrants..............................66
Shares Eligible for Future Sale......................68
Plan of Distribution.................................69
Legal Matters........................................70
Experts ............................................70
Index to Financial Statements........................F-1

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers

Article Seventh of the Certificate of Incorporation, as amended (the
"Certificate of Incorporation"), provide that every person who is or was a
director, officer, employee or agent of the Company shall be indemnified by the
Company pursuant to the provisions of Section 145 of the Delaware General
Corporation Law to the fullest extent permitted thereby against all liabilities
and expenses imposed upon or incurred by that person in connection with any
proceeding in which that person may be made, or threatened to be made, a party,
or in which that person may become involved by reason of that person being or
having been a director or officer or continues to serve in any capacity with any
other enterprise at the request of the Company. In addition, the Company's
by-laws, as amended, provide the directors, officers and employees of the
Company with similar protections.

Section 145 of the General Corporation Law of the State of Delaware
(the "GCL") permits a corporation, under specified circumstances, to indemnify
its directors, officers, employees or agents against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any action, suit or proceeding
brought by third parties by reason of the fact that they were or are directors,
officers, employees or agents of the corporation, if such directors, officers,
employees or agents acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reason to believe their
conduct was unlawful. In a derivative action, i.e., one by or in the right of
the corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been judged liable to the corporation unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.

Article Seventh of the Certificate of Incorporation also provides that
no director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director;
provided, however, that the foregoing shall not apply to any liability of a
director (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (iii) for payment of
dividends or repurchases or redemptions of stock other than from lawfully
available funds, or (iv) for any transaction from which the director derived an
improper benefit. In the event that the Delaware General Corporation Law is
amended to authorize corporate action further limiting the personal liability of
directors, Article Seventh of the Certificate of Incorporation provides that the
liability of a director of the Company shall be eliminated or further limited to
the extent permitted thereby.

Item 25. Other Expenses of Issuance and Distribution

The following table lists the expenses which will be incurred in
connection with the issuance and distribution of the Securities being
registered:

Expense
SEC Registration Fee $16,030
Accounting Fees and Expenses 10,000
Legal Fees and Expenses 50,000
Blue Sky Fees and Expenses 20,000
Printing and Engraving 1,000
Miscellaneous 2,970
--------
TOTAL $100,000
=======
<PAGE>

All of the above amounts, other than the registration fee, are
estimates only. All of the above expenses will be paid by the Company.

Item 26. Recent Sales of Unregistered Securities

The following information relates to securities of the Company issued
or sold within the past three years which were not registered under the
Securities Act:

On July 14, 1995 the Company issued an aggregate of 15 units (the
"1995 Units"), each 1995 Unit consisting of one $20,000 12% Convertible
Subordinated Debenture (the "Old Debentures") and one Common Stock Purchase
Warrant - Series A (the "Old Series A Warrants") to purchase 40,000 shares of
Common Stock at $0.25 per share, to private investors for an aggregate purchase
price of $312,000. This transaction was completed without registration under the
Securities Act of the Old Debentures, the Old Series A Warrants or the shares of
Common Stock, par value $.01 per share of the Company (the "Common Stock"),
issuable upon the conversion of the Old Debentures and the exercise of the Old
Series A Warrants in reliance upon the exemption provided by Section 4(2) of the
Securities Act. There were no underwriters for this issuance.

In connection with the offering of the 1995 Units, the Company issued
Common Stock Purchase Warrants - Series B (the "Old Series B Warrants") to
purchase 1,500,000 shares of Common Stock at $0.25 per share to one private
investor for services rendered in arranging the sale of the 1995 Units. This
transaction was completed without registration under the Securities Act of the
Old Series B Warrants or the shares of Common Stock issuable upon the exercise
of the Old Series B Warrants in reliance upon the exemption provided by Section
4(2) of the Securities Act. There were no underwriters for this issuance.

On March 7, 1996 the Company issued an aggregate of 30 units (the
"1996 Units"), each 1996 Unit consisting of one $50,000 12% Convertible Senior
Subordinated Debenture (the "Old Class B Debentures") and one Common Stock
Purchase Warrant - Series C (the "Series C Warrants") to purchase 84,746 shares
of Common Stock at $0.01 per share, to one private investor for an aggregate
purchase price of $1,500,000. This transaction was completed without
registration under the Securities Act of the Old Class B Debentures, the Series
C Warrants or the shares of Common Stock issuable upon the conversion of the Old
Class B Debentures and the exercise of the Series C Warrants in reliance upon
the exemption provided by Section 4(2) of the Securities Act. There were no
underwriters for this issuance.

In addition, on March 7, 1996, the Company issued an aggregate of 30
units (the "Preferred Stock Units"), each Preferred Stock Unit consisting of one
share of its Series A 12% Cumulative Convertible Redeemable Preferred Stock,
stated value $50,000 per share (the "Series A Preferred Stock"), and one Common
Stock Purchase Warrant - Series D (the "Series D Warrants") to purchase 94,340
shares of Common Stock at $0.01 per share, to private investors for an aggregate
purchase price of $1,500,000. This transaction was completed without
registration under the Securities Act of the Series A Preferred Stock, the
Series D Warrants or the shares of Common Stock issuable upon the conversion of
the Series A Preferred Stock and the exercise of the Series D Warrants in
reliance upon the exemption provided by Section 4(2) of the Securities Act.
There were no underwriters for this issuance.

Also on March 7, 1996, (i) the holders of the Old Debentures exchanged
the Old Debentures for the Company's Amended and Restated 12% Convertible
Subordinated Debentures (the "New Debentures"), (ii) the holders of the Old
Series A Warrants exchanged the Old Series A Warrants for the Company's Amended
and Restated Series A Warrants (the "Series A Warrants"), and (iii) the holders
of the Old Series B Warrants exchanged the Old Series B Warrants for the
Company's Amended and Restated Series B Warrants (the "Series B Warrants"). This
transaction was completed without registration under the Securities Act of the
New Debentures, the Series A Warrants, the Series B Warrants or the shares of
Common Stock issuable upon the conversion of the New Debentures and the exercise
of the Series A Warrants and the Series B Warrants in reliance upon the
exemptions provided by Sections 3(a)(9) and 4(2) of the Securities Act. There
were no underwriters for this issuance.

In connection with the offering of the 1996 Units and the Preferred
Stock Units, the Company issued Common Stock Purchase Warrants - Series E (the
"Series E Warrants") to purchase 1,000,000 shares of Common Stock at $0.40 per
share to two private investors for services rendered in arranging the sale of
the

<PAGE>

1996 Units and the Preferred Stock Units. This transaction was completed
without registration under the Securities Act of the Series E Warrants or the
shares of Common Stock issuable upon the exercise of the Series E Warrants in
reliance upon the exemption provided by Section 4(2) of the Securities Act.
There were no underwriters for this issuance.

On May 1, 1996, the Company issued Common Stock Purchase Warrants -
Series F (the "Series F Warrants") to purchase an aggregate of 667,040 shares of
Common Stock at $0.50 per share to certain directors in exchange for certain
services rendered. This transaction was completed without registration under the
Securities Act of the Series F Warrants or the shares of Common Stock issuable
upon the exercise of the Series F Warrants in reliance upon the exemption
provided by Section 4(2) of the Securities Act. There were no underwriters for
this issuance.

On April 25, 1997, the Company issued 19,247,800 shares of Common
Stock to the former chief executive officer of the Company in connection with
the Company's acquisition of mmTech, Inc. ("mmTech") in exchange for all of
mmTech's outstanding capital stock. This transaction was completed without
registration under the Securities Act of the shares of Common Stock in reliance
upon the exemption provided by Section 4(2) of the Securities Act. There were no
underwriters for this issuance.

On July 22, 1997, the Company issued an aggregate of 1,250,000 shares
of Common Stock to two members of management for an aggregate purchase price of
$687,500 which was paid $12,500 in cash and the remainder in non-recourse
promissory notes secured by the shares of Common Stock. These transactions were
completed without registration under the Securities Act of the shares of Common
Stock in reliance upon the exemption provided by Section 4(2) of the Securities
Act. There were no underwriters for these issuances.

On July 29, 1997, the Company issued $2,750,000 in aggregate principal
amount of its Class A 13% Senior Subordinated Convertible Pay-in-Kind Debentures
due July 29, 1999 (the "Class A Debentures"), Common Stock Purchase Warrants -
Series G (the "Series G Warrants") to purchase an aggregate of 7,350,000 shares
of Common Stock at $0.50 per share, Common Stock Purchase Warrants - Series H
(the "Series H Warrants") to purchase an aggregate of 1,100,000 shares of Common
Stock at $0.60 per share and Common Stock Purchase Warrants - Series I (the
"Series I Warrants") to purchase an aggregate of 550,000 shares of Common Stock
at $1.125 per share to private investors for an aggregate purchase price of
$3,352,500. Pursuant to the terms of the purchase agreement with those
investors, such investors have the right, at any time prior to July 28, 1998, to
purchase an additional $833,333 in aggregate principal amount of the Class A
Debentures, Series G Warrants to purchase an aggregate of 2,000,000 shares of
Common Stock, Series H Warrants to purchase an aggregate of 333,333 shares of
Common Stock and Series I Warrants to purchase an aggregate of 166,667 shares of
Common Stock for a total purchase price of $1,000,000 (the "Purchase Option").
This transaction was completed without registration under the Securities Act of
the Class A Debentures, the Series G Warrants, the Series H Warrants, the Series
I Warrants, the Purchase Option or the shares of Common Stock issuable upon the
conversion of the Class A Debentures and the exercise of the Series G Warrants,
the Series H Warrants, the Series I Warrants or the securities issuable upon the
exercise of the Purchase Option in reliance upon the exemption provided by
Section 4(2) of the Securities Act. There were no underwriters for this
issuance. On May 1, 1998, the Purchase Option was exercised in part.
Accordingly, on that date, the Company issued $416,668 of additional Class A
Debentures, additional Series G Warrants to purchase an aggregate of 1,000,000
shares of Common Stock, additional Series H Warrants to purchase an aggregate of
166,667 shares of Common Stock and additional Series I Warrants to purchase an
aggregate of 83,333 shares of Common Stock.

Also on July 29, 1997, the holder of the Old Class B Debentures
exchanged the Old Class B Debentures for the Company's Amended and Restated 13%
Senior Subordinated Convertible Pay-in-Kind Debentures due July 29, 1999 (the
"Class B Debentures"). This transaction was completed without registration under
the Securities Act of the Class B Debentures or the shares of Common Stock
issuable upon the conversion of the Class B Debentures in reliance upon the
exemptions provided by Sections 3(a)(9) and 4(2) of the Securities Act. There
were no underwriters for this issuance.

The Company entered into a consulting agreement, dated January 20,
1998, with one of its outside directors. In connection therewith, the Company
has issued an aggregate of 181,816 shares of Common Stock to such director as
compensation for services rendered under the consulting agreement. These
transactions were completed without registration under the Securities Act of the
shares of Common Stock in reliance upon the exemption provided by Section 4(2)
of the Securities Act. There were no underwriters for these issuances.

<PAGE>
The Company entered into a consulting agreement, dated March 4, 1998,
with its current chief executive officer. In connection therewith, the Company
has issued an aggregate of 108,000 shares of Common Stock to such officer as
compensation for services rendered under the consulting agreement. This
transaction was completed without registration under the Securities Act of the
shares of Common Stock in reliance upon the exemption provided by Section 4(2)
of the Securities Act. There were no underwriters for this issuance.

On March 9, 1998, the Company issued an aggregate of 40,000 shares of
Common Stock to an officer of the Company for a cash purchase price of $20,000.
This transaction was completed without registration under the Securities Act of
the shares of Common Stock in reliance upon the exemption provided by Section
4(2) of the Securities Act. There were no underwriters for this issuance.

At various times between January 1995 and April 1998, the Company
granted stock options to certain directors, employees and consultants covering
an aggregate of 3,436,133 shares of Common Stock. These grants were exempt from
registration pursuant to Securities Act Release No. 33-6188 (Feb. 1, 1980). No
underwriter was involved in these grants.

Item 27. Exhibits

The following exhibits are filed as part of this Registration Statement:

3.1 Certificate of Incorporation of the Company, as amended.

3.2 By-laws of the Company, as amended.

4.1 Form of Class A 13% Senior Subordinated Convertible Pay-in-
Kind Debentures due July 29, 1999.

4.2 Form of Amended and Restated Class B 13% Senior Subordinated
Convertible Pay-in-Kind Debentures due July 29, 1999.

4.3 Form of Series A Warrant.

4.4 Form of Series B Warrant.

4.5 Form of Series C Warrant.

4.6 Form of Series D Warrant.

4.7 Form of Series E Warrant.

4.8 Form of Series F Warrant.

4.9 Form of Series G Warrant.

4.10 Form of Series H Warrant.

4.11 Form of Series I Warrant.

4.12 Form of Certificate of the Designations, Powers, Preferences
and Rights of the Company's Series A 12% Cumulative
convertible Redeemable Preferred Stock, stated value $50,000
per share.

5.1 Opinion of Lowenstein Sandler PC.

5.2 Opinion of Dickstein Shapiro Morin & Oshinsky.

<PAGE>

10.1 Restated and Amended Term Loan Note, dated as of April 25,
1997, in favor of North Fork Bank (the "Bank").

10.2 Modified Revolving Credit Note, dated as of April 30, 1998,
in favor of the Bank.

10.3 Modified General Security Agreement, dated as of April 30,
1998, in favor of the Bank.

10.4 Purchase Agreement, dated as of July 29, 1997, among the
Company and the purchasers party thereto.

10.5 Stockholders Agreement, dated as of July 29, 1997, among the
Company, Charles S. Brand and the purchasers party thereto.

10.6 Unit Purchase Agreement, dated as of March 7, 1996, by and
between the Company and Cerberus Partners, L.P. ("Cerberus").

10.7 Amended and Restated Security Agreement, dated March 7,
1996, as amended and restated as of July 29, 1997, among the
Company and Cerberus.

10.8 Agreement to Purchase and Sell Equipment, dated as of June
30, 1994, by and between mmTech, Inc. and CellularVision
Technology & Telecommunications, L.P. ("CT&T").

10.9 Letter Agreement, dated as of October 23, 1996, by and
between the Company and CT&T.

10.10 Letter Agreement, dated December 1, 1997, by and between
the Company and CellularVision of New York, L.P.

10.11 Assignment Agreement, dated as of December 31, 1997, by
and between the Company and NewStart Factors, Inc.

10.12 Agreement of Lease, dated as of April 22, 1997, by and
between the Company and Reckson FS Limited Partnership.

10.13 Lease, dated January 24, 1994, by and between Mid Atlantic
Industrial Co. and mmTech, Inc., as amended.

10.14 Employment Agreement, dated as of April 25, 1997, by and
between the Company and Charles S. Brand.

10.15 Employment Agreement, dated as of April 25, 1997, by and
between the Company and Norman M. Phipps.

10.16 Consulting Agreement, dated as of July 29, 1997, by and
between the Company and MBF Capital Corp.

10.17 Non-Recourse Secured Promissory Note, dated July 22, 1997,
made by Norman M. Phipps in favor of the Company.

10.18 Pledge Agreement, dated July 22, 1997, between the Company
and Norman M. Phipps.
<PAGE>

10.19 Letter Agreement, dated as of August 6, 1997, by and between
the Company and MBF.

10.20 Non-Recourse Secured Promissory Note, dated July 29, 1997,
made by MBF Capital Corp. in favor of the Company.

10.21 Pledge Agreement, dated July 29, 1997, between the Company
and MBF Capital Corp.

10.22 Stock Option Agreement, dated as of May 1, 1996, by and
between the Company and Russell J. Reardon.

10.23 LogiMetrics, Inc. 1997 Stock Compensation Program, as
amended.

10.24 Form of Indemnification Agreement for Directors.

10.25 Consulting Agreement, dated January 20, 1998, by and between
the Company and Dr. Frank A. Brand.

10.26 Consulting Agreement, dated March 4, 1998, by and between
the Company and Kenneth C. Thompson.

21.1 List of the Company's Subsidiaries.

23.1 Consent of Deloitte & Touche LLP, independent certified
public accountants.

23.2 Consent of Reydel, Perier & Neral.

23.3 Consent of Lowenstein Sandler PC (included in Exhibit 5.1 to
this registration statement).

23.4 Consent of Dickstein Shapiro Morin & Oshinsky.

24.1 Power of Attorney (included on the signature page).

27.1 Financial Data Schedule.

27.2 Financial Data Schedule.

Item 28. Undertakings

The undersigned registrant hereby undertakes:

(1) For the purpose of determining any liability under the Securities
Act, the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act, shall be deemed a part of this Registration Statement
as of the time it was declared effective.

(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions on indemnification, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission

<PAGE>

such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorizes this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bohemia, State of New York, on July 10, 1998.

LOGIMETRICS, INC.

By:/S/ NORMAN M. PHIPPS
-------------------------------
Norman M. Phipps, President and
Chief Operating Officer

Signature Title

/S/ KENNETH C. THOMPSON Chief Executive Officer
- ----------------------- (Principal Executive
Kenneth C. Thompson Officer) and Director

* Chairman of the Board, Chief
- ----------------------- Technology Officer and Director
Charles S. Brand

*
- -----------------------
Frank A. Brand Director

*
- -----------------------
Jean-Francois Carreras Director

*
- -----------------------
Francisco A. Garcia Director

*
- -----------------------
Mark B. Fisher Director

/S/ NORMAN M. PHIPPS President, Chief Operating
- ----------------------- Officer and Director
Norman M. Phipps

/S/ ERIK S. KRUGER Vice President-Finance and
- ----------------------- Administration
Erik S. Kruger

*By:/S/ NORMAN M. PHIPPS
- -----------------------
Norman M. Phipps
Attorney-in-Fact

<PAGE>

INDEX TO EXHIBITS

Exhibit No. Description

3.1 Certificate of Incorporation of the Company,
as amended, (previously filed as Exhibit 3.1
to the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1997 (file
no. 0-10696) and incorporated herein by
reference).

3.2 By-laws of the Company, as amended,
(previously filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1997 (file no.
0-10696) and incorporated herein by
reference).

4.1 Form of Class A 13% Senior Subordinated
Convertible Pay-in-Kind Debentures due July
29, 1999 (previously filed as Exhibit 4.1 to
the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1997 (file
no. 0-10696) and incorporated herein by
reference).

4.2 Form of Amended and Restated Class B 13%
Senior Subordinated Convertible Pay-in-Kind
Debentures due July 29, 1999 (previously
filed as Exhibit 4. to the Company's Annual
Report on Form 10-KSB for the fiscal year
ended June 30, 1997 (file no. 0-10696) and
incorporated herein by reference).

4.3 Form of Series A Warrant (previously filed as
Exhibit 7 to the Company's Current Report on
Form 8-K, dated March 7, 1996 (file no.
0-10696), and incorporated herein by
reference).

4.4 Form of Series B Warrant (previously filed as
Exhibit 8 to the Company's Current Report on
Form 8-K, dated March 7, 1996 (file no.
0-10696), and incorporated herein by
reference).

4.5 Form of Series C Warrant (previously filed as
Exhibit 2 to the Company's Current Report on
Form 8-K, dated March 7, 1996 (file no.
0-10696), and incorporated herein by
reference).

4.6 Form of Series D Warrant (previously filed as
Exhibit 4 to the Company's Current Report on
Form 8-K, dated March 7, 1996 (file no.
0-10696), and incorporated herein by
reference).

4.7 Form of Series E Warrant (previously filed as
Exhibit 5 to the Company's Current Report on
Form 8-K, dated March 7, 1996 (file no.
0-10696), and incorporated herein by
reference).

4.8 Form of Series F Warrant (previously filed as
Exhibit 10.9 to the Company's Annual Report
on Form 10-KSB for the fiscal year ended June
30, 1996 (file no. 0-10696) and incorporated
herein by reference).

4.9 Form of Series G Warrant (previously filed as
part of Exhibit 10.4 to the Company's Annual
Report on Form 10-KSB for the fiscal year
ended June 30, 1997 (file no. 0-10696) and
incorporated herein by reference).

4.10 Form of Series H Warrant (previously filed as
part of Exhibit 10.4 to the Company's Annual
Report on Form 10-KSB for the fiscal year
ended June 30, 1997 (file no. 0-10696) and
incorporated herein by reference).
<PAGE>
4.11 Form of Series I Warrant (previously filed as
part of Exhibit 10.4 to the Company's Annual
Report on Form 10-KSB for the fiscal year
ended June 30, 1997 (file no. 0-10696) and
incorporated herein by reference).

4.12 Form of Certificate of the Designations,
Powers, Preferences and Rights of the
Company's Series A 12% Cumulative convertible
Redeemable Preferred Stock, stated value
$50,000 per share (previously filed as
Exhibit 10.6 to the Company's Annual Report
on Form 10-KSB for the fiscal year ended June
30, 1996 (file no. 0-10696) and incorporated
herein by reference).

5.1 Opinion of Lowenstein Sandler PC. *

5.2 Opinion of Dickstein Shapiro Morin &
Oshinsky. *

10.1 Restated and Amended Term Loan Note, dated as
of April 25, 1997, in favor of North Fork
Bank (the "Bank") (previously filed as
Exhibit 10.1 to the Company's Annual Report
on Form 10-KSB for the fiscal year ended June
30, 1997 (file no. 0-10696) and incorporated
herein by reference).

10.2 Modified Revolving Credit Note, dated as of
April 30, 1998, in favor of the Bank.*

10.3 Modified General Security Agreement, dated as
of April 30, 1998, in favor of the Bank.*

10.4 Purchase Agreement, dated as of July 29,
1997, among the Company and the purchasers
party thereto (previously filed as Exhibit
10.4 to the Company's Annual Report on Form
10-KSB for the fiscal year ended June 30,
1997 (file no. 0-10696) and incorporated
herein by reference).

10.5 Stockholders Agreement, dated as of July 29,
1997, among the Company, Charles S. Brand and
the purchasers party thereto (previously
filed as Exhibit 10.5 to the Company's Annual
Report on Form 10-KSB for the fiscal year
ended June 30, 1997 (file no. 0-10696) and
incorporated herein by reference).

10.6 Unit Purchase Agreement, dated as of March 7,
1996, by and between the Company and Cerberus
Partners, L.P. ("Cerberus") (previously filed
as Exhibit 10.6 to the Company's Annual
Report on Form 10-KSB for the fiscal year
ended June 30, 1997 (file no. 0-10696) and
incorporated herein by reference).

10.7 Amended and Restated Security Agreement,
dated March 7, 1996, as amended and restated
as of July 29, 1997, among the Company and
Cerberus (previously filed as Exhibit 10.7 to
the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1997 (file
no. 0-10696) and incorporated herein by
reference).

10.8 Agreement to Purchase and Sell Equipment,
dated as of June 30, 1994, by and between
mmTech, Inc. and CellularVision Technology &
Telecommunications, L.P. ("CT&T") (previously
filed as Exhibit 10.8 to the Company's Annual
Report on Form 10-KSB for the fiscal year
ended June 30, 1997 (file no. 0-10696) and
incorporated herein by reference).
<PAGE>
10.9 Letter Agreement, dated as of October 23,
1996, by and between the Company and CT&T
(previously filed as Exhibit 10 to the
Company's Quarterly Report on Form 10-QSB for
the fiscal quarter ended December 31, 1996
(file no. 0-10696) and incorporated herein by
reference).

10.10 Letter Agreement, dated December 1, 1997, by
and between the Company and CellularVision of
New York, L.P. (previously filed as Exhibit
10.10 to the Company's Annual Report on Form
10-KSB for the fiscal year ended June 30,
1997 (file no. 0-10696) and incorporated
herein by reference).

10.11 Assignment Agreement, dated as of December
31, 1997, by and between the Company and
NewStart Factors, Inc. (previously filed as
Exhibit 10.11 to the Company's Annual Report
on Form 10-KSB for the fiscal year ended June
30, 1997 (file no. 0-10696) and incorporated
herein by reference).

10.12 Agreement of Lease, dated as of April 22,
1997, by and between the Company and Reckson
FS Limited Partnership (previously filed as
Exhibit 10.12 to the Company's Annual Report
on Form 10-KSB for the fiscal year ended June
30, 1997 (file no. 0-10696) and incorporated
herein by reference).

10.13 Lease, dated January 24, 1994, by and between
Mid Atlantic Industrial Co. And mmTech, Inc.,
as amended, (previously filed as Exhibit
10.13 to the Company's Annual Report on Form
10-KSB for the fiscal year ended June 30,
1997 (file no. 0-10696) and incorporated
herein by reference).

10.14 Employment Agreement, dated as of April 25,
1997, by and between the Company and Charles
S. Brand (previously filed as Exhibit 10.14
to the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1997 (file
no. 0-10696) and incorporated herein by
reference).

10.15 Employment Agreement, dated as of April 25,
1997, by and between the Company and Norman
M. Phipps (previously filed as Exhibit 10.15
to the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1997 (file
no. 0-10696) and incorporated herein by
reference).

10.16 Consulting Agreement, dated as of July 29,
1997, by and between the Company and MBF
Capital Corp. (previously filed as Exhibit
10.16 to the Company's Annual Report on Form
10-KSB for the fiscal year ended June 30,
1997 (file no. 0-10696) and incorporated
herein by reference).

10.17 Non-Recourse Secured Promissory Note, dated
July 22, 1997, made by Norman M. Phipps in
favor of the Company (previously filed as
Exhibit 10.17 to the Company's Annual Report
on Form 10-KSB for the fiscal year ended June
30, 1997 (file no. 0-10696) and incorporated
herein by reference).

10.18 Pledge Agreement, dated July 22, 1997,
between the Company and Norman M. Phipps
(previously filed as Exhibit 10.18 to the
Company's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1997 (file no.
0-10696) and incorporated herein by
reference).

10.19 Letter Agreement, dated as of August 6, 1997,
by and between the Company and MBF
(previously filed as Exhibit 10.19 to the
Company's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1997 (file no.
0-10696) and incorporated herein by
reference).
<PAGE>
10.20 Non-Recourse Secured Promissory Note, dated
July 29, 1997, made by MBF Capital Corp. in
favor of the Company (previously filed as
Exhibit 10.20 to the Company's Annual Report
on Form 10-KSB for the fiscal year ended June
30, 1997 (file no. 0-10696) and incorporated
herein by reference).

10.21 Pledge Agreement, dated July 29, 1997,
between the Company and MBF Capital Corp.
(previously filed as Exhibit 10.21 to the
Company's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1997 (file no.
0-10696) and incorporated herein by
reference).

10.22 Stock Option Agreement, dated as of May 1,
1996, by and between the Company and Russell
J. Reardon (previously filed as Exhibit 10.22
to the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1997 (file
no. 0-10696) and incorporated herein by
reference).

10.23 LogiMetrics, Inc. 1997 Stock Compensation
Program, as amended.

10.24 Form of Indemnification Agreement for
Directors (previously filed as Exhibit 10.24
to the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1997 (file
no. 0-10696) and incorporated herein by
reference).

10.25 Consulting Agreement, dated January 20, 1998,
by and between the Company and Dr. Frank A.
Brand (previously filed as Exhibit 10.25 to
the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1997 (file
no. 0-10696) and incorporated herein by
reference).

10.26 Consulting Agreement, dated March 4, 1998, by
and between the Company and Kenneth C.
Thompson. **

21.1 List of the Company's Subsidiaries
(previously filed as Exhibit 21.1 to the
Company's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1997 (file no.
0-10696) and incorporated herein by
reference).

23.1 Consent of Deloitte & Touche LLP, independent
certified public accountants.

23.2 Consent of Reydel, Perier & Neral.

23.3 Consent of Lowenstein Sandler PC (included in
Exhibit 5.1 to this registration statement). *

23.4 Consent of Dickstein Shapiro Morin & Oshinsky
(included in Exhibit 5.2 to this Registration
Statement). *

24.1 Power of Attorney (included on the signature
page).

27.1 Financial Data Schedule. **

27.2 Financial Data Schedule. **

- --------------------

* To be filed by amendment.
** Previously filed.

LOGIMETRICS, INC.

AMENDED AND RESTATED 1997 STOCK COMPENSATION PROGRAM

A. Purposes. This LogiMetrics, Inc. 1997 Stock Compensation
Program (the "Program") is intended to promote the interests of LogiMetrics,
Inc. (the "Company"), its direct and indirect present and future subsidiaries
(the "Subsidiaries"), and its stockholders, by providing eligible persons with
the opportunity to acquire a proprietary interest, or to increase their
proprietary interest, in the Company as an incentive to remain in the service of
the Company.

B. Elements of the Program. In order to maintain flexibility
in the award of benefits, the Program is comprised of six parts -- the Incentive
Stock Option Plan ("Incentive Plan"), the Supplemental Stock Option Plan
("Supplemental Plan"), the Stock Appreciation Rights Plan ("SAR Plan"), the
Performance Share Plan ("Performance Share Plan"), the Stock Bonus Plan ("Stock
Bonus Plan") and the Independent Director Plan (the "Independent Director
Plan"). Copies of the Incentive Plan, Supplemental Plan, SAR Plan, Performance
Share Plan, Stock Bonus Plan and Independent Director Plan are attached hereto
as Parts I, II, III, IV, V, and VI, respectively, and are collectively referred
to herein as the "Plans." The grant of an option, stock appreciation right,
performance share, or stock bonus under one of the Plans shall not be construed
to prohibit the grant of an option, stock appreciation right, performance share,
or stock bonus under any of the other Plans.

C. Applicability of General Provisions. Unless any Plan
specifically indicates to the contrary, all Plans shall be subject to the
General Provisions of the Program set forth below under the heading "General
Provisions of Stock Compensation Program."

<PAGE>

GENERAL PROVISIONS OF STOCK COMPENSATION PROGRAM

Article 1. Administration. The Program shall be administered
by the Board of Directors of the Company (the "Board of Directors") or any duly
created committee appointed by the Board of Directors and charged with
administration of the Program. The Board of Directors, or any duly appointed
committee, when acting to administer the Program, is referred to as the "Program
Administrator." Any action of the Program Administrator shall be taken by
majority vote at a meeting or by unanimous written consent of all members
without a meeting. No Program Administrator or member of the Board of Directors
shall be liable for any action or determination made in good faith with respect
to the Program or with respect to any option, stock appreciation right,
performance share, or stock bonus granted thereunder. Notwithstanding any other
provision of the Program, administration of the Independent Director Plan, set
forth as Part VI of this Program, shall be self-executing in accordance with the
terms of the Independent Director Plan, and no Program Administrator shall
exercise any discretionary functions with respect to option grants made under
such Independent Director Plan.

Article 2. Authority of Program Administrator. Subject to the
other provisions of this Program, and with a view to effecting its purpose, the
Program Administrator shall have the authority: (a) to construe and interpret
the Program; (b) to define the terms used herein; (c) to prescribe, amend, and
rescind rules and regulations relating to the Program; (d) to determine to whom
options, stock appreciation rights, performance shares, and stock bonuses shall
be granted under the Program; (e) to determine the time or times at which
options, stock appreciation rights, performance shares, or stock bonuses shall
be granted under the Program; (f) to determine the number of shares subject to
any discretionary option or stock appreciation right under the Program and the
number of shares to be awarded as performance shares or stock bonuses under the
Program, as well as the option price and the duration of each option, stock
appreciation right, performance share and stock bonus, and any other terms and
conditions of options, stock appreciation rights, performance shares, and stock
bonuses; and (g) to make any other determinations necessary or advisable for the
administration of the Program and to do everything necessary or appropriate to
administer the Program. All decisions, determinations and interpretations made
by the Program Administrator shall be binding and conclusive on all participants
in the Program and on their legal representatives, heirs, and beneficiaries.

Article 3. Maximum Number of Shares Subject to the Program.
The maximum aggregate number of shares of the Company's Common Stock, par value
$.01 per share ("Common Stock"), available pursuant to the Program, subject to
adjustment as provided in Article 6 hereof, shall be 7,500,000 shares of Common
Stock. Up to 7,350,000 of such shares may be issued under any Plan that is part
of the Program other than the Independent Director Plan. Up to 150,000 shares
may be issued under the Independent Director Plan. If any of the options or
stock appreciation rights granted under the Program expire or terminate for any
reason before they have been exercised in full, the unissued shares subject to
those expired or terminated options and/or stock appreciation rights shall again
be available for the purposes of the Program. If the performance objectives
associated with the grant of any performance shares are not achieved within the
specified performance objective period, or if the performance share grant
terminates for any reason before the performance objective date arrives, the
shares of Common Stock associated with such performance shares shall again be
available for the purposes of the Program. If any stock provided to a recipient
as a stock bonus is forfeited, the shares of Common Stock so forfeited shall
again be available for purposes of the Program. Any shares of Common Stock
delivered pursuant to the Program may consist, in whole or in part, of newly
issued shares or treasury shares.

Article 4. Eligibility and Participation. All employees of the
Company and the Subsidiaries, whether or not officers or directors of the
Company or the Subsidiaries, all consultants of the Company and the
Subsidiaries, whether or not directors of the Company or the Subsidiaries, and
all non-employee directors of the Company shall be eligible to participate in
the Program; provided, however, that (i) only employees of the Company or the
Subsidiaries may participate in the Incentive Plan, and (ii) only Independent
Directors (as defined in the Independent Director Plan) may participate in the
Independent Director Plan. The term "employee" shall include any person who has
agreed to become an employee and the term "consultant" shall include any person
who has agreed to become a consultant.

Article 5. Effective Date and Term of Program. The Program
shall become effective upon its adoption by the Board of Directors and the
stockholders of the Company; provided, however, that awards may be granted under
the Program prior to obtaining stockholder approval of the Program so long as
such awards are contingent upon such stockholder approval being obtained and may
not be exercised prior to such approval. The Program shall continue in effect
for a term of ten years from the date the Program is adopted by the Board of
Directors unless sooner terminated by the Board of Directors.

Article 6. Adjustments. Subject to the provisions of Articles
18 and 19, in the event that the outstanding shares of Common Stock of the
Company are hereafter increased, decreased, changed into, or exchanged for a
different number or kind of shares or securities through merger, consolidation,
combination, exchange of shares, other reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, an
appropriate and proportionate adjustment shall be made by the Program
Administrator in the maximum number and kind of shares as to which options,
stock appreciation rights, and performance shares may be granted under the
Program. A corresponding adjustment changing the number or kind of shares
allocated to unexercised options, stock appreciation rights, performance shares
and stock bonuses or portions thereof, which shall have been granted prior to
any such change, shall likewise be made. Any such adjustment in outstanding
options and stock appreciation rights shall be made without change in the
aggregate purchase price applicable to the unexercised portion of the option or
stock appreciation right but with a corresponding adjustment in the price for
each share or other unit of any security covered by the option or stock
appreciation right. In making any adjustment pursuant to this Article 6, any
fractional shares shall be disregarded.

Article 7. Termination and Amendment of Program. No options,
stock appreciation rights, performance shares or stock bonuses shall be granted
under the Program after the termination of the Program. The Program
Administrator may at any time amend or revise the terms of the Program or of any
outstanding option, stock appreciation right, performance share or stock bonus
issued under the Program, provided, however, that any stockholder approval
necessary or desirable in order to comply with Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, or with Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code") or other applicable law or regulation
shall be obtained prior to the effectiveness of any such amendment or revision.
No amendment, suspension or termination of the Program or of any outstanding
option, stock appreciation right, performance share or stock bonus shall,
without the consent of the person who has received an option, stock appreciation
right, performance share or stock bonus, impair any of that person's rights or
obligations under any option, stock appreciation right, performance share or
stock bonus granted under the Program prior to such amendment, suspension or
termination without that person's written consent.

Article 8. Privileges of Stock Ownership Notwithstanding the
exercise of any options granted pursuant to the terms of the Program or the
achievement of any performance objective specified in any performance share
granted pursuant to the terms of the Program, no person shall have any of the
rights or privileges of a stockholder of the Company in respect of any shares of
stock issuable upon the exercise of his or her option or achievement of his or
her performance objective until certificates representing the shares have been
issued and delivered. No adjustment shall be made for dividends or any other
distributions for which the record date is prior to the date on which any stock
certificate is issued pursuant to the Program.

Article 9. Reservation of Shares of Common Stock. The Company,
during the term of the Program, will at all times reserve and keep available
such number of shares of its Common Stock as shall be sufficient to satisfy the
requirements of the Program.

Article 10. Tax Withholding. The exercise of any option, stock
appreciation right or performance share, and the grant of any stock bonus under
the Program, are subject to the condition that, if at any time the Company shall
determine, in its discretion, that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or desirable
as a condition of, or in any connection with, such exercise or the delivery or
purchase of shares pursuant thereto, then, in such event, the exercise of the
option, stock appreciation right or performance share or the grant of such stock
bonus or the elimination of the risk of forfeiture relating thereto shall not be
effective unless such withholding tax or other withholding liabilities shall
have been satisfied in a manner acceptable to the Company.

Article 11. Employment; Service as Director or Consultant.
Nothing in the Program gives to any person any right to continued employment by
or service as a director of or consultant to the Company or the Subsidiaries or
limits in any way the right of the Company, the Subsidiaries or the Company's
stockholders at any time to terminate or alter the terms of that employment or
service.

Article 12. Investment Letter; Restrictions or Obligation of
the Company to Issue Securities; Restrictive Legend. Any person acquiring Common
Stock or other securities of the Company pursuant to the Program, as a condition
precedent to receiving the shares of Common Stock or other securities, may be
required by the Program Administrator to submit a letter to the Company stating
that the shares of Common Stock or other securities are being acquired for
investment and not with a view to the distribution thereof. The Company shall
not be obligated to sell or issue any shares of Common Stock or other securities
pursuant to the Program unless, on the date of sale and issuance thereof, the
shares of Common Stock or other securities are either registered under the
Securities Act of 1933, as amended, and all applicable state securities laws, or
exempt from registration thereunder. All shares of Common Stock and other
securities issued pursuant to the Program shall bear a restrictive legend
summarizing the restrictions on transferability applicable thereto, including
those imposed by federal and state securities laws.

<PAGE>
Article 13. Covenant Against Competition. The Program
Administrator shall have the right to condition the award to an employee of any
option, stock appreciation right, performance share, or stock bonus under the
Program upon the recipient's execution and delivery to the Company of an
agreement not to compete with the Company during the recipient's employment and
for such period thereafter as shall be determined by the Program Administrator.
Such covenant against competition shall be in a form satisfactory to the Program
Administrator.

Article 14. Rights Upon Termination. If a recipient of an
award under the Program ceases to be a director of the Company or to be employed
by or to provide consulting services to the Company or any Subsidiary (or a
corporation or a parent or subsidiary of such corporation issuing or assuming a
stock option in a transaction to which Section 424(a) of the Code applies), as
the case may be, for any reason other than death or disability, then, unless any
other provision of the Program provides for earlier termination:

(a) subject to Article 21, all options or stock appreciation
rights (other than Naked Rights) shall terminate immediately in the
event the recipient's service or employment is terminated for cause and
in all other circumstances may be exercised, to the extent exercisable
on the date of termination, until (i) three months after the date of
termination in the case of grants under the Independent Director Plan,
and (ii) 30 days after the date of termination in all other cases;
provided, however, that the Program Administrator may, in its
discretion, allow such options or stock appreciation rights (other than
Naked Rights) to be exercised (to the extent exercisable on the date of
termination) at any time within three months after the date of
termination;

(b) subject to Section 5(b) of the SAR Plan, all Naked Rights
not payable on the date of termination of employment shall terminate
immediately;

(c) all performance share awards shall terminate immediately
unless the performance objectives have been achieved and the
performance objective period has expired; and

(d) all stock bonuses which are subject to forfeiture shall be
forfeited as of the date of termination.

Article 15. Rights Upon Disability. If a recipient becomes
disabled, within the meaning of Section 22(e)(3) of the Code, while serving as a
director of the Company or while employed by or rendering consulting services to
the Company or any Subsidiary (or a corporation or a parent or subsidiary of
such corporation issuing or assuming a stock option in a transaction to which
Section 424(a) of the Code applies), as the case may be, then, unless any other
provision of the Program provides for earlier termination:

(a) subject to Article 21, all options or stock appreciation
rights (other than Naked Rights) may be exercised, to the extent
exercisable on the date of termination, at any time within one year
after the date of termination due to disability;

(b) all Naked Rights shall be fully paid by the Company as of
the date of disability;

(c) all performance share awards for which all performance
objectives have been achieved (other than continued employment or
service on the Vesting Date) shall be paid in full by the Company; all
other performance shares shall terminate immediately; and

(d) all stock bonuses which are subject to forfeiture shall be
forfeited as of the date of disability.

Article 16. Rights Upon Death of Recipient. If a recipient
dies while serving as a director of the Company or while employed by or
rendering consulting services to the Company or any Subsidiary (or a corporation
or a parent or subsidiary of such corporation issuing or assuming a stock option
in a transaction to which Section 424(a) of the Code applies), as the case may
be, then, unless any other provision of the Program provides for earlier
termination:

(a) subject to Article 21, all options or stock appreciation
rights (other than Naked Rights) may be exercised by the person or
persons to whom the recipient's rights shall pass by will or by the
laws of descent and distribution, to the extent exercisable on the date
of death, at any time within one year after the date of death, unless
any other provision of the Program provides for earlier termination;

<PAGE>
(b) all Naked Rights shall be fully paid by the Company as of
the date of death;

(d) all stock bonuses which are subject to forfeiture shall be
forfeited as of the date of death.

Article 17. Transferability. Options and stock appreciation
rights granted under the Program may not be sold, pledged, assigned or
transferred in any manner by the recipient otherwise than by will or by the laws
of descent and distribution and shall be exercisable (a) during the recipient's
lifetime only by the recipient and (b) after the recipient's death only by the
recipient's executor, administrator or personal representative, provided,
however that (i) the Program Administrator may permit the recipient of a
non-incentive stock option under the Supplemental Plan to transfer the option to
a family member or a trust created for the benefit of family members and (ii)
recipients of options under the Independent Director Plan may transfer such
options to a family member or a trust created for the benefit of family members.
In the case of such a transfer, the transferee's rights and obligations with
respect to the option shall be determined by reference to the recipient and the
recipient's rights and obligations with respect to the option had no transfer
been made. The recipient shall remain obligated pursuant to Articles 10 and 12
hereunder if required by applicable law. Common Stock which represents either
performance shares prior to the satisfaction of the stated performance
objectives and the expiration of the stated performance objective periods or
stock bonus shares prior to the time that they are no longer subject to risk of
forfeiture may not be sold, pledged, assigned or transferred in any manner.

Article 18. Change in Control. All options granted pursuant to
the Independent Director Plan shall become immediately exercisable upon the
occurrence of a Change in Control Event. With respect to other awards, the
Program Administrator shall have the authority to provide, either at the time
any option, stock appreciation right, performance share or stock bonus is
granted or thereafter, that an option or stock appreciation right shall become
fully exercisable upon the occurrence of a Change in Control Event or that all
restrictions, performance objectives, performance objective periods and risks of
forfeiture pertaining to a performance share or stock bonus award shall lapse
upon the occurrence of a Change in Control Event. As used in the Program, a
"Change in Control Event" shall be deemed to have occurred if:

(a) any person, firm or corporation (other than Charles S.
Brand, members of his immediate family, or any trust or other entity
established for the benefit of Mr. Brand and/or members of his
immediate family) acquires directly or indirectly the Beneficial
Ownership (as defined in Section 13(d) of the Securities Exchange Act
of 1934, as amended) of any voting security of the Company and,
immediately after such acquisition, the acquirer has Beneficial
Ownership of voting securities representing 50% or more of the total
voting power of all the then-outstanding voting securities of the
Company;

(b) the individuals who (i) as of the effective date of the
Program constitute the Board of Directors (the "Original Directors"),
(ii) thereafter are elected to the Board of Directors and whose
election or nomination for election to the Board of Directors was
approved by a vote of at least 2/3 of the Original Directors then still
in office (such Directors being called "Additional Original
Directors"), or (iii) are elected to the Board of Directors and whose
election or nomination for election to the Board of Directors was
approved by a vote of at least 2/3 of the Original Directors and
Additional Original Directors then still in office, cease for any
reason to constitute a majority of the members of the Board of
Directors;

(c) the stockholders of the Company shall approve a merger,
consolidation, recapitalization, or reorganization of the Company or
the Company shall consummate any such transaction if stockholder
approval is not sought or obtained, other than any such transaction
which would result in holders of outstanding voting securities of the
Company immediately prior to the transaction having Beneficial
Ownership of at least 50% of the total voting power represented by the
voting securities of the surviving entity outstanding immediately after
such transaction, with the voting power of each such continuing holder
relative to such other continuing holders being not altered
substantially in the transaction; or

(d) the stockholders of the Company shall approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or a substantial portion of the
Company's assets (i.e., 50% or more in value of the total assets of the
Company).

<PAGE>
Article 19. Mandatory Exercise. Upon the occurrence of or in
anticipation of a contemplated Change in Control Event, the Company may give a
holder of an option or stock appreciation right written notice requiring such
person either (a) to exercise within a period of time established by the Company
after receipt of the notice each option and stock appreciation right to the
fullest extent exercisable at the end of that period, or (b) to surrender such
option or stock appreciation right or any unexercised portion thereof. Any
portion of such option or stock appreciation right which shall not have been
exercised in accordance with the provisions of the Program by the end of such
period shall automatically lapse irrevocably and the holder shall have no
further rights thereunder.

Article 20. Method of Exercise. Any holder of an option may
exercise his or her option from time to time by giving written notice thereof to
the Company at its principal office, together with payment in full for the
shares of Common Stock to be purchased. The date of such exercise shall be the
date on which the Company receives such notice. Such notice shall state the
number of shares to be purchased. The purchase price of any shares purchased
upon the exercise of any option granted pursuant to the Program shall be paid in
full at the time of exercise of the option by certified or bank cashier's check
payable to the order of the Company or, if permitted by the Program
Administrator, by shares of Common Stock which have been held by the optionee
for at least six months, or by a combination of checks and such shares of Common
Stock. The Program Administrator may, in its sole discretion, permit an optionee
to make "cashless exercise" arrangements, to the extent permitted by applicable
law, and may require optionees to utilize the services of a single broker
selected by the Program Administrator in connection with any cashless exercise.
No option may be exercised for a fraction of a share of Common Stock. If any
portion of the purchase price is paid in shares of Common Stock, those shares
shall be valued at their then Fair Market Value as determined by the Program
Administrator in accordance with Section 4 of the Incentive Plan.

Article 21. Limitation. Notwithstanding any other provision of
the Program, (a) no option may be granted pursuant to the Program more than ten
years after the date on which the Program was adopted by the Board of Directors,
and (b) any option granted under the Program shall, by its terms, not be
exercisable more than ten years after the date of grant; provided, however, that
any option granted under the Independent Director Plan shall, by its terms, not
be exercisable more than five years after the date of grant.

Article 22. Sunday or Holiday. In the event that the time for
the performance of any action or the giving of any notice is called for under
the Program within a period of time which ends or falls on a Sunday or legal
holiday, such period shall be deemed to end or fall on the next day following
such Sunday or legal holiday which is not a Sunday or legal holiday.

Article 23. Governing Law. The Program shall be governed by
and construed in accordance with the laws of the State of Delaware.

<PAGE>

PLAN I

LOGIMETRICS, INC.

INCENTIVE STOCK OPTION PLAN

Section 1. General. This LogiMetrics, Inc. Incentive Stock
Option Plan ("Incentive Plan") is Part I of the Company's Program. The Company
intends that options granted pursuant to the provisions of the Incentive Plan
will qualify and will be identified as "incentive stock options" within the
meaning of Section 422 of the Code. Unless any provision herein indicates to the
contrary, the Incentive Plan shall be subject to the General Provisions of the
Program.

Section 2. Terms and Conditions. The Program Administrator may
grant incentive stock options to any person eligible under Article 4 of the
General Provisions. The terms and conditions of options granted under the
Incentive Plan may differ from one another as the Program Administrator shall,
in its discretion, determine, as long as all options granted under the Incentive
Plan satisfy the requirements of the Incentive Plan.

Section 3. Duration of Options. Each option and all rights
thereunder granted pursuant to the terms of the Incentive Plan shall expire on
the date determined by the Program Administrator, but in no event shall any
option granted under the Incentive Plan expire later than ten years from the
date on which the option is granted. Notwithstanding the foregoing, any option
granted under the Incentive Plan to any person who owns more than 10% of the
combined voting power of all classes of stock of the Company or a Subsidiary
shall expire no later than five years from the date on which the option is
granted.

Section 4. Purchase Price. The option price with respect to
any option granted pursuant to the Incentive Plan shall not be less than the
Fair Market Value of the shares on the date of the grant of the option; except
that the option price with respect to any option granted pursuant to the
Incentive Plan to any person who owns more than 10% of the combined voting power
of all classes of stock of the Company shall not be less than 110% of the Fair
Market Value of the shares on the date the option is granted. "Fair Market
Value" shall mean the fair market value of the Common Stock on the date of grant
or other relevant date. If on such date the Common Stock is listed on a stock
exchange or is quoted on the automated quotation system of NASDAQ, the Fair
Market Value shall be the closing sale price (or if such price is unavailable,
the average of the high bid price and the low asked price) on such date. If no
such closing sale price or bid and asked prices are available, the Fair Market
Value shall be determined in good faith by the Program Administrator in
accordance with generally accepted valuation principles and such other factors
as the Program Administrator reasonably deems relevant.

Section 5. Maximum Amount of Options in Any Calendar Year. The
aggregate Fair Market Value of the Common Stock with respect to which incentive
stock options are exercisable for the first time by any employee during any
calendar year (under the terms of the Incentive Plan and all incentive stock
option plans of the Company and the Subsidiaries) shall not exceed $100,000.

Section 6. Exercise of Options. Unless otherwise provided by
the Program Administrator at the time of grant or unless the installment
provisions set forth herein are subsequently accelerated pursuant to Article 18
of the General Provisions of the Program or otherwise by the Program
Administrator with respect to any one or more previously granted options,
options may only be exercised to the following extent during the following
periods of employment:

<PAGE>

Maximum Percentage of
Shares Covered by
Period Following Option Which May be
Date of Grant Purchased

Less than 12 months 0%
12 months or more and less than 24 months 25%
24 months or more and less than 36 months 50%
36 months or more and less than 48 months 75%
48 months or more 100%

<PAGE>

PLAN II

LOGIMETRICS, INC.

SUPPLEMENTAL STOCK OPTION PLAN

Section 1. General. This LogiMetrics, Inc. Supplemental Stock
Option Plan ("Supplemental Plan") is Part II of the Company's Program. Any
option granted pursuant to the Supplemental Plan shall not be an incentive stock
option as defined in Section 422 of the Code. Unless any provision herein
indicates to the contrary, this Supplemental Plan shall be subject to the
General Provisions of the Program.

Section 2. Terms and Conditions. The Program Administrator may
grant supplemental stock options to any person eligible under Article 4 of the
General Provisions. The terms and conditions of options granted under the
Supplemental Plan may differ from one another as the Program Administrator
shall, in its discretion, determine, as long as all options granted under the
Supplemental Plan satisfy the requirements of the Supplemental Plan.

Section 3. Duration of Options. Each option and all rights
thereunder granted pursuant to the terms of the Supplemental Plan shall expire
on the date determined by the Program Administrator, but in no event shall any
option granted under the Supplemental Plan expire later than ten years from the
date on which the option is granted.

Section 4. Purchase Price. The option price with respect to
any option granted pursuant to the Supplemental Plan shall be determined by the
Program Administrator at the time of grant.

Section 5. Exercise of Options. Unless otherwise provided by
the Program Administrator at the time of grant, or unless the installment
provisions set forth herein are subsequently accelerated pursuant to Article 18
of the General Provisions of the Program or otherwise by the Program
Administrator, with respect to any one or more previously granted options,
options may only be exercised to the following extent during the following
periods of employment or service:

Maximum Percentage of
Shares Covered by
Period Following Option Which May be
Date of Grant Purchased

Less than 12 months 0%
12 months or more and less than 24 months 25%
24 months or more and less than 36 months 50%
36 months or more and less than 48 months 75%
48 months or more 100%

<PAGE>

PLAN III

LOGIMETRICS, INC.

STOCK APPRECIATION RIGHTS PLAN

Section 1. General. This LogiMetrics, Inc. Stock Appreciation
Rights Plan ("SAR Plan") is Part III of the Company's Program.

Section 2. Terms and Conditions. The Program Administrator may
grant stock appreciation rights to any person eligible under Article 4 of the
General Provisions. Stock appreciation rights may be granted either in tandem
with incentive stock options or supplemental stock options as described in
Section 4 of the SAR Plan, or as naked stock appreciation rights as described in
Section 5 of the SAR Plan.

Section 3. Mode of Payment. At the discretion of the Program
Administrator, payments to recipients upon exercise of stock appreciation rights
may be made in (a) cash by bank check, (b) shares of Common Stock having a Fair
Market Value (determined in the manner provided in Section 4 of the Incentive
Plan) equal to the amount of the payment, (c) a note in the amount of the
payment containing such terms as are approved by the Program Administrator, or
(d) any combination of the foregoing in an aggregate amount equal to the amount
of the payment.

Section 4. Stock Appreciation Rights in Tandem with Incentive
or Supplemental Stock Options. A SAR granted in tandem with an incentive stock
option or a supplemental stock option (each, an "Option") shall be on the
following terms and conditions:

(a) Each SAR shall relate to a specific Option or portion of
an Option granted under the Incentive Plan or the Supplemental Plan, as
the case may be, and may be granted by the Program Administrator at the
same time that the Option is granted or at any time thereafter prior to
the last day on which the Option may be exercised.

(b) A SAR shall entitle a recipient, upon surrender of the
unexpired related Option, or a portion thereof, to receive from the
Company an amount equal to the excess of (i) the Fair Market Value
(determined in accordance with Section 4 of the Incentive Plan) of the
shares of Common Stock which the recipient would have been entitled to
purchase on that date pursuant to the portion of the Option
surrendered, over (ii) the amount which the recipient would have been
required to pay to purchase such shares upon exercise of such Option.

(c) A SAR shall be exercisable only for the same number of
shares of Common Stock, and only at the same times, as the Option to
which it relates. SARs shall be subject to such other terms and
conditions as the Program Administrator may specify.

(d) A SAR shall lapse at such time as the related Option is
exercised or lapses pursuant to the terms of the Program. On exercise
of the SAR, the related Option shall lapse as to the number of shares
exercised.

Section 5. Naked Stock Appreciation Rights. SARs granted by
the Program Administrator as naked stock appreciation rights ("Naked Rights")
shall be subject to the following terms and conditions:

(a) The Program Administrator may award Naked Rights to
recipients for periods not exceeding ten years. Each Naked Right shall
represent the right to receive the excess of (i) the Fair Market Value
of one share of Common Stock (determined in accordance with Section 4
of the Incentive Plan) on the date of exercise of the Naked Right, over
(ii) the Fair Market Value of one share of Common Stock (determined in
accordance with Section 4 of the Incentive Plan) on the date the Naked
Right was awarded to the recipient.

(b) Unless otherwise provided by the Program Administrator at
the time of award or unless the installment provisions set forth herein
are subsequently accelerated pursuant to Article 18 of the General
Provisions of the Program or otherwise by the Program Administrator
with respect to any one or more previously granted Naked Rights, Naked
Rights may only be exercised to the following extent during the
following periods of employment or service:

<PAGE>
Maximum Percentage of
Naked Rights Which
May be Purchased
Period Following
Date of Grant

Less than 12 months 0%
12 months or more and less than 24 months 25%
24 months or more and less than 36 months 50%
36 months or more and less than 48 months 75%
48 months or more 100%

(c) The Naked Rights solely measure and determine the amounts
to be paid to recipients upon exercise as provided in Section 5(a).
Naked Rights do not represent Common Stock or any right to receive
Common Stock. The Company shall not hold in trust or otherwise
segregate amounts which may become payable to recipients of Naked
Rights; such funds shall be part of the general funds of the Company.
Naked Rights shall constitute an unfunded contingent promise to make
future payments to the recipient.

<PAGE>

PLAN IV

LOGIMETRICS, INC.

PERFORMANCE SHARE PLAN

Section 1. General. This LogiMetrics, Inc. Performance Share
Plan ("Performance Share Plan") is Part IV of the Company's Program. Unless any
provision herein indicates to the contrary, the Performance Share Plan shall be
subject to the General Provisions of the Program.

Section 2. Terms and Conditions. The Program Administrator may
grant performance shares to any person eligible under Article 4 of the General
Provisions. Each performance share grant shall confer upon the recipient thereof
the right to receive a specified number of shares of Common Stock of the Company
contingent upon the achievement of specified performance objectives within a
specified performance objective period including, but not limited to, the
recipient's continued employment or service as a consultant through the period
set forth in Section 5 of this Performance Share Plan. At the time of an award
of a performance share, the Program Administrator shall specify the performance
objectives, the performance objective period or periods and the period of
duration of the performance share grant. Any performance shares granted under
this Plan shall constitute an unfunded promise to make future payments to the
affected person upon the completion of specified conditions.

Section 3. Mode of Payment. At the discretion of the Program
Administrator, payments of performance shares may be made in (a) shares of
Common Stock, (b) a check in an amount equal to the Fair Market Value
(determined in the manner provided in Section 4 of the Incentive Plan) of the
shares of Common Stock to which the performance share award relates, (c) a note
in the amount specified above in Section 3(b) containing such terms as are
approved by the Program Administrator, or (d) any combination of the foregoing
in the aggregate amount equal to the amount specified above in Section 3(b).

Section 4. Performance Objective Period. The duration of the
period within which to achieve the performance objectives shall be determined by
the Program Administrator. The period may not be less than one year nor more
than ten years from the date that the performance share is granted. The Program
Administrator shall determine whether performance objectives have been met with
respect to each applicable performance objective period. Such determination
shall be made promptly after the end of each applicable performance objective
period, but in no event later than 90 days after the end of each applicable
performance objective period. All determinations by the Program Administrator
with respect to the achievement of performance objectives shall be final,
binding on and conclusive with respect to each recipient.

Section 5. Vesting of Performance Shares. Unless otherwise
provided by the Program Administrator at the time of grant, or unless the
installment provisions set forth herein are subsequently accelerated pursuant to
Article 18 of the General Provisions of the Program or otherwise by the Program
Administrator, with respect to any one or more previously granted performance
shares, the Company shall pay to the recipient on the date set forth in Column 1
below ("Vesting Date") the percentage of the recipient's performance share award
set forth in Column 2 below.

Column 1 Column 2
Vesting Date Percentage

1 year from Date of Grant 25%
2 years from Date of Grant 25%
3 years from Date of Grant 25%
4 years from Date of Grant 25%

<PAGE>

PLAN V

LOGIMETRICS, INC.

STOCK BONUS PLAN

Section 1. General. This LogiMetrics, Inc. Stock Bonus Plan
("Stock Bonus Plan") is Part V of the Company's Program. Unless any provision
herein indicates to the contrary, the Stock Bonus Plan shall be subject to the
General Provisions of the Program.

Section 2. Terms and Conditions. The Program Administrator may
grant bonuses in the form of shares of Common Stock to any person eligible under
Article 4 of the General Provisions. Each such stock bonus shall be forfeited by
the recipient in the event that the recipient's employment by or service as a
director or consultant to the Company or any Subsidiary terminates within the
time periods specified in Section 3 of the Stock Bonus Plan or within such other
time period as the Program Administrator also may provide at the time of grant.
The Program Administrator also may provide at the time of grant that the Common
Stock subject to the stock bonus shall be forfeited by the recipient upon the
occurrence of other events.

Section 3. Forfeiture of Bonus Shares. Unless otherwise
provided by the Program Administrator at the time of grant, or unless the
installment provisions set forth herein are subsequently accelerated pursuant to
Article 18 of the General Provisions of the Program or otherwise by the Program
Administrator with respect to any one or more previously granted bonus shares,
the percentage set forth in Column 2 below of shares of Common Stock issued as a
stock bonus shall be forfeited and transferred back to the Company by the
recipient without payment of any consideration from the Company if the
recipient's employment by or service as a director or consultant to the Company
or any Subsidiary is terminated for any reason during the time periods specified
in Column 1 below:

Column 1 Column 2
Employment or Service Percentage of Bonus
Terminated Within Shares Which are Forfeitable

First 12 months after grant 100%
First 24 months after grant 75%
First 36 months after grant 50%
First 48 months after grant 25%
Beyond 48 months after grant 0%

Section 4. Rights as a Stockholder; Stock Certificates. A recipient
shall have rights as a stockholder with respect to any shares of Common Stock
received as a stock bonus represented by a stock certificate issued in his name
even though all or a portion of such shares remains subject to a risk of
forfeiture hereunder, except that shares subject to forfeiture shall not be
transferable. Stock certificates representing such shares which remain subject
to forfeiture together with a related stock power shall be held by the Company,
and shall be canceled and returned to the Company's treasury if thereafter
forfeited. Stock certificates representing such shares which are vested and no
longer subject to forfeiture shall be delivered to the recipient.

<PAGE>

PLAN VI

LOGIMETRICS, INC.

INDEPENDENT DIRECTOR PLAN

Section 1. General. This LogiMetrics, Inc. Independent
Director Plan ("Independent Director Plan") is Part VI of the Company's Program.
Any option granted pursuant to this Independent Director Plan shall not be an
incentive stock option as defined in Section 422 of the Code. Unless any
provision herein indicates to the contrary, this Independent Director Plan shall
be subject to the General Provisions of the Program.

Section 2. Terms and Conditions. Every year on the earlier of
(i) the date of the Company's annual meeting of stockholders, and (ii) June 1,
the Company shall grant to each Independent Director (as defined below) elected
as a director at such annual meeting (or nominated for election as a director by
the Board of Directors or any nominating committee thereof in the event that
such annual meeting does not occur prior to June 1), or, in the event that the
Board of Directors is divided into two or more classes, continuing or expected
to continue to serve as a director of the Company following such annual meeting,
an option to purchase 5,000 shares of Common Stock. As used in the Independent
Director Plan, the term "Independent Director" means any member of the Board of
Directors who, as of the relevant date of determination, has not been a
full-time employee of the Company or any Subsidiary for at least twelve months
preceding such date.

Section 3. Duration of Options. Each option and all rights
thereunder granted pursuant to the terms of the Independent Director Plan shall
expire five years from the date on which the option is granted. In addition,
each option shall be subject to early termination as provided in the Independent
Director Plan.

Section 4. Purchase Price. The option price with respect to
any option granted pursuant to the Independent Director Plan shall be the Fair
Market Value (determined in accordance with Section 4 of the Incentive Plan) of
the shares of Common Stock to which the option relates.

Section 5. Exercise of Options.

(a) Options granted under the Independent Director Plan shall
become fully exercisable as to 100% of the shares of Common Stock covered
thereby one year after the date of grant, subject to acceleration as set forth
in Article 18 of the General Provisions of Stock Compensation Program.

(b) Except as provided in the General Provisions of Stock
Compensation Program, no option may be exercised unless the holder thereof is
then a director of the Company.

(c) Other than as provided in the General Provisions of Stock
Compensation Program, options granted under the Independent Director Plan shall
not be affected by any change of duties or position so long as the holder
continues to be a director of the Company.

EXHIBIT 23.1

INDEPENDENT AUDITOR'S CONSENT

We consent to the use in this Amendment No. 1 to Registration Statement No.
33-51459 of LogiMetrics, Inc. of our report dated January 5, 1998 appearing in
the Prospectus, which is part of this Registration Statement, and to the
reference to us under the heading "Experts" in such Prospectus.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Jericho, New York
July 8, 1998

EXHIBIT 23.2

Mr. Charles Brand
mmTech, Inc.
20 Meridian Road
Eatontown, New Jersey 07724

We consent to the incorporation by reference in this Form SB-2 of LogiMetrics,
Inc. of our report dated February 7, 1997, on the financial statements of
mmTech, Inc. as of and for the year ended October 31, 1996 and the accompanying
financial statements and financial schedules and the reference to this firm
under the caption "Experts" in the accompanying Prospectus.

REYDEL, PERIER & NERAL

Wall, New Jersey
July 2, 1998