<SEQUENCE>9

<FILENAME>0009.txt

<DESCRIPTION>EXHIBIT 10.33

<TEXT>



<PAGE>





                      NON-QUALIFIED STOCK OPTION AGREEMENT





     This AGREEMENT made as of the 10th day of July, 2000 (this "Agreement"), by

and between LOGIMETRICS, INC., a Delaware corporation (the "Corporation"), and

NORMAN M. PHIPPS (the "Optionee").



                                WITNESSETH THAT:



     WHEREAS, the Board of Directors of the Corporation (the "Board") has

decided to grant options to the Optionee to acquire seven hundred fifty thousand

(750,000) shares of the Corporation's common stock (the "Common Stock") upon

consummation of the transactions contemplated by that certain Purchase

Agreement, dated July 10, 2000 (the "Purchase Agreement"), between the

Corporation and L-3 Communications Corporation ("L-3"); and



     WHEREAS, the Corporation hereby agrees to grant options to the Optionee to

acquire seven hundred fifty thousand (750,000) shares of the Corporation's

Common Stock pursuant to the Company's Amended and Restated 1997 Stock

Compensation Program and the Optionee hereby accepts such grant, subject to the

terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements

herein contained, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to

be legally bound, agree as follows:



1.   Grant of Option; Time of Exercise



     (a) The Corporation hereby grants the Optionee a stock option (the

"Option") to purchase from the Corporation an aggregate of 750,000 shares of

Common Stock in the manner and subject to the terms and conditions provided in

this Agreement. It is intended that the Option shall constitute a non-qualified

stock option.



     (b) The exercise price shall be $0.54 per share (the "Option Price").



     (c) Except as provided in Section 1(d), the Option shall vest and become

exercisable as follows:



            Date                             Percentage Exercisable

            ----                             ----------------------

            July 10, 2001                    33 1/3%

            July 10, 2002                    33 1/3%

            July 10, 2003                    33 1/3%









<PAGE>





     (d) In the event (i) the Optionee is terminated by the Corporation for

reasons other than Cause (as defined in the Employment Agreement, dated the date

hereof, between the Optionee and the Corporation (the "Employment Agreement"),

(ii) the Optionee terminates his employment with the Corporation for Good Reason

(as defined in the Employment Agreement), or (iii) of a Change of Control (as

defined below) of the Corporation, then, in each case, the Option shall

immediately vest 100% and become exercisable in its entirety. As used herein, a

"Change of Control" shall be deemed to occur at any time after the date hereof

when the number of representatives designated by L-3 to the Board no longer

constitutes a majority of the Board as then constituted.



2.   Method of Exercise



     The Option may be exercised from time to time by giving written notice

thereof to the Chief Financial Officer of the Corporation, together with payment

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