AMENDMENT TO IRREVOCABLE PROXY
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Amendment dated June 13, 1996 to Irrevocable Proxy dated March 7,
1996 between SFM Group, Ltd. ("Proxyholder") and Xxxxxx Deutsch
("Principal"):
WHEREAS Principal issued and delivered to Proxyholder that
certain Irrevocable Proxy dated March 7, 1996 ("Proxy");
WHEREAS Principal desires to terminate his employment with
LogiMetrics, Inc. ("Company");
WHEREAS Principal and Proxyholder desire to amend the Proxy to
provide for its continuance, notwithstanding the termination of
Principal's employment with the Company;
NOW, THEREFORE, in consideration of the foregoing, Principal and
Proxyholder agree as follows:
1. The Proxy is hereby amended in its entirety and the
following substituted therefor:
"KNOW ALL MEN BY THESE PRESENTS that the
undersigned, Xxxxxx Deutsch (the "Principal"), does
hereby make, constitute and appoint SFM Group, Ltd. (the
"Proxyholder"), his true and lawful attorney, for him and
in his name, place and stead, to act as his proxy in
respect of 50% of all the shares of common stock of
LogiMetrics, Inc. ("Stock"), a Delaware corporation (the
"Corporation") owned of record by the Principal or which
are eligible to be voted by the Principal (except as
otherwise provided in this irrevocable proxy) as
stockholders of the Corporation (the "Shares") for the
following exclusive purposes: (i) voting the Shares in
favor of the election of two persons designated by the
Proxyholder and three persons designated by Xxxxxx, Xxxxx
& Company, L.L.C., as members of the Corporation's Board
of Directors and (ii) voting the Shares with respect to
any of the following matters: (i) mergers and
acquisitions; (ii) sale of all or substantially all the
Corporation's assets, giving and granting to the
Proxyholder full power and authority to the premises, as
fully as it might or could do if personally present with
full power of substitution, appointment and revocation,
hereby ratifying and confirming all that its said
attorneys shall do or cause to be done by virtue hereof.
Nothing contained herein shall preclude the Principal
from selling Stock, and once sold, the successor owner of
such Stock shall not be bound by the terms hereof.
This proxy shall not be revocable or revoked by
the Principal, may not be assigned by the Proxyholder and
is coupled with an interest and shall be binding upon the
Principal and the respective heirs and personal
representatives of the Principal until December 31,
1998."
2. As amended hereby the Proxy shall remain in full force
and effect.
IN WITNESS WHEREOF, Principal and Proxyholder have executed this
Amendment to Irrevocable Proxy the date and year first above written.
SFM Group, Ltd.
By: /s/ Xxxxxxxx Xxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxx
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Title: President
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/s/ Xxxxxx Deutsch
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Xxxxxx Deutsch
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