EXHIBIT 10.4

                              MANAGEMENT AGREEMENT



                                February 17, 2000


Signal Technology Corporation
222 Rosewood Drive
Danvers, MA 01923

         Attention: George E. Lombard, Chairman and Chief Executive Officer

Dear Sirs:

          This letter  agreement  describes the terms and conditions under which
Signal Technology  Corporation ("Signal") is herewith taking over the management
and operation of the business of LogiMetrics, Inc. (the "Company") located at 50
Orville Drive, Bohemia, New York 11716 (the "NY Business").

          In connection  with a letter of intent between Signal and the Company,
dated as of the date hereof,  regarding the potential merger (the "Merger") of a
wholly-owned subsidiary of Signal into the Company (the "Letter of Intent"), and
pursuant to the terms of a Loan  Agreement  between  Signal and the Company (the
"Loan  Agreement") and a Promissory Note (the "Note") by the Company in favor of
Signal, Signal is loaning to the Company an aggregate of up to $2,000,000,  with
$1,000,000  of the loan to be advanced  upon  execution of the Letter of Intent,
the Loan Agreement and the Note.  Signal and the Company have agreed that on the
date of the funding of such $1,000,000 (the "Funding Date"), as an accommodation
to the Company,  Signal will take over the  management  and  operation of the NY
Business. In connection with all of the foregoing, Signal and the Company hereby
agree as follows:

          1. As of the Funding Date, Signal shall assume  responsibility for the
management  and  operation  of the NY  Business.  Signal and the  Company  shall
cooperate  with each other to effect the  relocation of the NY Business from the
Company's  existing  New York  location  to Signal's  facility  in Florida  (the
"Florida Facility"). Such relocation shall include the relocation to the Florida
Facility of all of the assets (other than real  property and  fixtures)  used by
the Company in its operation of the NY Business (the "Assets"). The Assets shall
include,  but not be  limited  to,  the  Company's  inventories,  including  raw
materials, work in process,  supplies,  samples,  prototypes and finished goods,
held for use in the NY Business, and all machinery,  equipment, tools, supplies,
booths,  displays,  materials,  plans  and  schematics,  intellectual  property,
customer lists and other tangible and intangible  personal  property used in the
NY Business. A list of the Assets of the Company to be delivered to Signal under
this Agreement is set forth on the schedule attached hereto as Exhibit A.

          2. For the period (the "Operating  Period")  commencing on the Funding
Date and continuing  through and including the  Termination  Date (as defined in
Section 9 below),  Signal shall have  exclusive  control over the Assets and the
operation of the NY Business. Signal shall integrate, to the extent practicable,
the NY  Business  into its  existing  business  operations  in Florida and shall
invest  capital  in the NY  Business  as it may  deem  appropriate  in its  sole
discretion.  The parties'  intent is that,  notwithstanding  the transfer of the
operation  of the NY  Business  to  Signal,  to the extent  practicable,  the NY

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Business  will  continue  uninterrupted  in all  material  ways,  and  that  the
activities  of the NY Business  will  continue in  accordance  with all existing
commitments  in effect as of the date hereof.  Signal hereby agrees that it will
not,  without the prior written  consent of the Company,  sell any of the Assets
during the  Operating  Period  other than  products  in the  ordinary  course of
business.

          3. On the  Funding  Date,  Signal  shall  assume  only  known  current
liabilities  in  respect  of the NY  Business  incurred  by the  Company  in the
ordinary  course of  business.  Such  assumed  liabilities  are set forth on the
schedule  attached  hereto as Exhibit B.  Signal  shall be  responsible  for all
liabilities  relating  to the  Assets  and the NY  Business  arising  out of its
operation of the NY Business.  In no event shall Signal be  responsible  for any
liabilities  arising out of the  operation  of the NY Business  (i) prior to the
Funding  Date  (other than those  liabilities  set forth on Exhibit B hereto) or
(ii) after Signal ceases  operating the NY Business  pursuant to Section 6(a) or
Section 7 hereof.  Signal  shall be entitled to all revenue  generated  from the
Assets and the NY Business during the Operating Period.

          4. Signal and the Company agree that certain  employees of the Company
shall be offered continued employment with respect to the NY Business during the
Operating  Period and shall be offered an opportunity to relocate to the Florida
Facility.  Any employees  accepting such continued  employment shall be employed
directly  by Signal and shall be paid by Signal in  accordance  with its payroll
practices.  Signal shall pay any and all  relocation  expenses  incurred by such
employees  in  connection   with  the   transition  to  the  Florida   Facility.
Notwithstanding  anything  herein to the contrary,  Signal and the Company agree
that  the  Company  shall  bear  any and all  costs  and  expenses  incurred  in
connection  with the  Company's  terminating  any  employees  as a result of the
relocation of the NY Business. Without limiting the generality of the foregoing,
the Company shall be  responsible  for any and all  severance  payments and like
compensation  for terminated  employees.  In addition,  in the event the Company
determines  to close its New York  facility,  the Company shall bear any and all
costs and expenses incurred in connection with such closing.

          5. Signal and the Company  agree that,  during the  Operating  Period,
Signal  shall pay any and all  interest  that becomes due and owing on a monthly
basis in respect of the  Company's  existing line of credit with North Fork Bank
(approximately $15,000 per month) evidenced by that certain Reduced and Extended
Revolving Credit Note, dated as of September 1, 1999, in the original  principal
amount of $1,930,000.  Signal and the Company further agree that Signal shall be
obligated  during the Operating Period to pay such interest only and that Signal
is not hereby assuming the indebtedness of the Company under such line of credit
with North Fork Bank.  In addition,  the parties agree that it is a condition to
Signal's  entering into this Agreement  that the Company obtain the consent,  in
form reasonably  satisfactory to Signal,  of North Fork Bank to the arrangements
contemplated hereby.

          6. (a) In the event that the Company and Signal do not  consummate the
Merger,  and the Company enters into an Acquisition  Transaction  (as defined in
the Letter of Intent)  with a third party with  respect to mmTech,  Inc.,  a New
Jersey corporation and a subsidiary of the Company ("mmTech"), prior to December
31, 2000,  in addition to any rights  Signal may have under the Letter of Intent
(including the right to a Break-Up Fee, as defined therein,  pursuant to Section
10(b) thereof), the Loan Agreement and the Note (including the rights to payment
in full of principal,  interest and a prepayment penalty), Signal shall have the
option,  in its sole  discretion,  either to acquire  title to the Assets for no

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additional  consideration or to return the Assets to the Company,  including all
accrued and outstanding liabilities relating thereto, pursuant to the provisions
of this Section 6.

          (b) If Signal  determines  to acquire  the Assets  pursuant to Section
6(a) above,  the Company will  promptly  execute and deliver to Signal a Bill of
Sale and  Conveyance,  in the form  attached  hereto as  Exhibit C (the "Bill of
Sale"),  conveying the Assets and transferring  title thereto to Signal, and the
Company  agrees that it will take such  reasonable  steps and execute such other
and further  documents as may be necessary or  appropriate  to  consummate  such
conveyance  and  transfer.  Without  limiting the  generality  of any  provision
hereof,  the parties hereby agree that the Assets to be conveyed to Signal under
this Section 6 shall  include all books and records  relating to the NY Business
and an  exclusive  right  to use the name  "LogiMetrics,  Inc."  for  commercial
purposes.  The  Company  hereby  covenants  and agrees  that,  in the event of a
conveyance and transfer of Assets to Signal  hereunder,  the Company's  Board of
Directors will propose and recommend to the Company's stockholders that the name
of the Company be changed and shall present such proposal and recommendation for
approval at the Company's next regularly held stockholders  meeting, and, in the
event its  stockholders  vote to approve such name change at such  meeting,  the
Company will promptly thereafter transfer title to the name "LogiMetrics,  Inc."
to Signal.  In connection  therewith,  the Company agrees that it will take such
reasonable  steps  and  execute  such  other  and  further  documents  as may be
necessary or appropriate to consummate such transfer of title.

          (c) If Signal determines to return the Assets pursuant to Section 6(a)
above, (i) Signal will arrange with the Company for the Company's pick up of all
of the Assets  originally  delivered to Signal,  to the extent they exist at the
time of the return, and any assets generated in respect of the Assets during the
Operating Period or purchased by Signal for the NY Business during the Operating
Period (collectively with the Assets, the "Returned Assets"), subject to any and
all accrued and outstanding  liabilities relating thereto as of the time of such
pick up (the "Accrued  Liabilities");  (ii) the Company will immediately deliver
to the  Company  in  immediately  available  funds  such  amount  of money  (the
"Reimbursement  Amount") as equals the  aggregate  amount  expended by Signal in
connection  with the operation of the NY Business,  including (A) all reasonable
out-of-pocket  expenses  incurred in  connection  with the  initial  transfer of
Assets  to the  Florida  Facility,  (B) the  aggregate  amount  of the  interest
payments made by Signal to North Fork Bank pursuant to Section 5 above,  and (C)
all reasonable  out-of-pocket  expenses incurred in connection with the delivery
of the Returned  Assets to the Company,  plus or minus,  as the case may be, the
amount by which the value of the net Returned Assets exceeds or is less than the
value of the net Assets  originally  delivered  by the  Company  to Signal  (the
"Adjustment  Amount").  Signal and the Company  agree that for  purposes of this
Agreement, the value of the net Assets deliverable to Signal on the Funding Date
is as set forth on the schedule attached hereto as Exhibit D.

          7. In the event that  Signal and the  Company  do not  consummate  the
Merger,  and the Company does not enter into an Acquisition  Transaction  with a
third party with respect to mmTech  prior to December  31, 2000,  in addition to
any rights it may have under the Loan  Agreement  or the Note,  Signal  shall be
entitled to require the Company to pick up the Returned  Assets,  subject to the
Accrued Liabilities, on or immediately following  December 31, 2000,  and Signal
shall be  entitled  to receive  the  Reimbursement  Amount,  as  adjusted by the
Adjustment Amount, if any.

          8. The parties agree that Signal's  management and operation of the NY
Business  contemplated  hereunder shall be solely for Signal's  benefit and that
Signal shall have no obligations to the Company  arising out of such  management

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and operation  except as expressly  provided  herein.  In this  connection,  the
Company  hereby  waives any and all charges,  complaints  and claims it may have
against  Signal  arising  out of Signal's  management  and  operation  of the NY
Business  during the Operating  Period,  including,  without  limitation,  those
relating to any and all losses,  damages,  liabilities,  obligations,  promises,
agreements,  debts and  expenses  of any nature  whatsoever,  known or  unknown,
suspected or  unsuspected,  relating to the NY Business and arising out Signal's
such management and operation,  except for those charges,  complaints and claims
arising out of Signal's  gross  negligence  or willful  misconduct in connection
with such management and operation. Signal shall be responsible for all charges,
complaints  and claims made against  Signal by third parties in connection  with
Signal's  management  and  operation  of the NY  Business  during the  Operating
Period.

          9.  This  Agreement  shall  terminate  upon the  earliest  to occur of
(i) the closing of the Merger, (ii) the closing of the acquisition of the Assets
in  accordance  with Section  6(b) hereof,  (iii) the closing of the purchase by
Signal of the NY Business  pursuant to the terms of the Loan Agreement,  or (iv)
the delivery by Signal to the Company of the Returned  Assets and the payment by
the Company to Signal of the Reimbursement Amount, as adjusted by the Adjustment
Amount,  if any,  each  pursuant to Section 6 hereof (the date of such  earliest
event is herein referred to as the "Termination Date").

          10. This Agreement  shall be construed and enforced in accordance with
the laws of the Commonwealth of Massachusetts.

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          If the foregoing accurately reflects our mutual understanding,  please
so indicate by executing a counterpart of this letter agreement and returning it
to the undersigned.


                                              Very truly yours,

                                              LOGIMETRICS, INC.


                                              By:/s/Norman M. Phipps
                                                 _______________________________
                                                 Norman M. Phipps, President
                                                 and Chief Operating Officer


ACCEPTED AND AGREED:

SIGNAL TECHNOLOGY CORPORATION


By:  /s/George Lombard
     ___________________________
     George Lombard, Chairman
     and Chief Executive Officer


Dated:   February 17, 2000

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                                    Exhibit A



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                                    Exhibit B



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                                    Exhibit C

                           BILL OF SALE AND CONVEYANCE


KNOW ALL MEN BY THESE PRESENTS:

          That,  pursuant to the terms of a  Management  Agreement,  dated as of
February  17, 2000 (the  "Management  Agreement"),  by and between  LogiMetrics,
Inc., a Delaware corporation (the "Seller"),  and Signal Technology Corporation,
a Delaware corporation (the "Buyer"),  and in consideration of good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Seller does hereby sell, transfer,  assign and convey to the Buyer, effective as
of the date  hereof,  the  Assets  (as such term is  defined  in the  Management
Agreement),  including,  without limitation, those listed on Schedule A attached
hereto,  intending  to convey  all of the  Seller's  right,  title and  interest
therein.   The  Assets  are  hereby  conveyed  free  and  clear  of  all  liens,
encumbrances, licenses and other interests of any nature whatsoever.

          This Bill of Sale and  Conveyance  shall be  subject  to the terms and
conditions set forth in the Management Agreement,  and nothing contained in this
Bill of Sale and  Conveyance  shall be  construed  to  limit  or  terminate  the
representations, warranties and covenants set forth in the Management Agreement.

          And for consideration  aforesaid, the Seller has covenanted and hereby
does covenant with the Buyer, its successors and assigns,  that the Seller,  its
successors and assigns will do, execute,  acknowledge and deliver, or will cause
to be  done,  executed,  acknowledged  and  delivered,  all such  further  acts,
transfers,  assignments and  conveyances,  powers of attorney and assurances for
the better selling, transferring,  assigning, assuring, conveying and confirming
unto the Buyer, its successors and assigns, all and singular,  the Assets or for
aiding and assisting in  collecting or reducing to possession  any or all of the
Assets, as the Buyer and its successors and assigns shall reasonably request.

          From and after the  execution  and  delivery  of this Bill of Sale and
Conveyance to the Buyer,  the Seller shall have no right,  title and interest in
the Assets.

          This  Agreement  shall bind and inure to the benefit of the respective
successors and assigns of the Buyer and the Seller.


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          IN  WITNESS  WHEREOF,  the  Seller  has  caused  this Bill of Sale and
Conveyance to be executed as of the ___ day of ____________ 2000.


                                      LOGIMETRICS, INC.



                                      By:      _________________________________
                                      Name:    Norman M. Phipps, President
                                      Title:   President and Chief Operating
                                               Officer


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                                    Exhibit D