Conolog Corp. ▼

FUNDS ESCROW AGREEMENT

This Agreement is dated as of the 19 day of July, 2005 among Conolog Corporation, a Delaware corporation (the �Company�), the Subscribers identified on Schedule A hereto (each a �Subscriber� and collectively �Subscribers�), and Grushko & Mittman, P.C. (the �Escrow Agent�):

W I T N E S S E T H:

WHEREAS, the Company and Subscribers have entered into a Subscription Agreement calling for the sale by the Company to the Subscriber of $.01 par value Common Stock of the Company (�Common Stock�) for an aggregate purchase price of $1,500,000 in the amounts set forth  . . .

<DESCRIPTION>EXHIBIT 10.3
<TEXT>


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                          LIMITED STANDSTILL AGREEMENT

     This AGREEMENT (the "Agreement") is made as of the 30th day of July, 2004,
by the signators hereto (each a "Holder"), in connection with his ownership of
shares of Conolog Corporation, a Delaware corporation (the "Company").

     NOW, THEREFORE, for good and valuable consideration, the sufficiency  . . .

                          REGISTRATION RIGHTS AGREEMENT

      This Registration  Rights Agreement (this "Agreement") is made and entered
into as of April 26,  2004,  by and  between  Conolog  Corporation,  a  Delaware
corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser").

      This  Agreement is made  pursuant to the  Securities  Purchase  Agreement,
dated as of the date hereof,  by and between the  Purchaser and the Company (the
"Securities  Purchase  Agreement"),  and  pursuant to the Note and the  Warrants
referred to  . . .

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF
THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO CONOLOG CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

                          SECURED CONVERTIBLE TERM  . . .

                               CONOLOG CORPORATION

                          SECURITIES PURCHASE AGREEMENT

                                 April 26, 2004

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                                Table of Contents

                                                                            Page
                                                                            ----

1.       Agreement to Sell and Purchase........................................1

2.       Fees and Warrant......................................................1

3.       Closing,  . . .

<DESCRIPTION>EXHIBIT 10.4
<TEXT>

<Page>


                                     FORM OF
                               CONOLOG CORPORATION

                             SELLING AGENT AGREEMENT



                                                    Dated as of January 18, 2006



_________________________
_________________________
_________________________
_________________________


Gentlemen:

         Conolog Corporation (the "Company") proposes to offer for sale (the
"Offering") in a private offering (or two separate private offerings)  . . .

CONOLOG CORPORATION

SELLING AGENT AGREEMENT

Dated as of July 15, 2005

First Montauk Securities Corp.

Parkway 109 Office Center

328 Newman Springs Road

Red Bank, New Jersey 07701

Gentlemen:

Conolog Corporation (the �Company�) proposes to offer for sale (the �Offering�) in a private offering pursuant to Regulation S promulgated under the Securities Act of 1933, as amended (the �Act�) up to an aggregate of up to $1,500,000 of its shares of common stock and common stock warrants (collectively, the �Securities�). This letter agreement shall confirm our agreement concerning First Montauk  . . .

                               CONOLOG CORPORATION

                             SELLING AGENT AGREEMENT

                                                   Dated as of _________________


First Montauk Securities Corp.
Parkway 109 Office Center
328 Newman Springs Road
Red Bank, New Jersey 07701

Gentlemen:

                  Conolog Corporation (the "Company") proposes to offer for sale
(the "Offering") in a private offering pursuant to Regulation S promulgated
under the Securities Act of 1933, as amended (the "Act") up to an aggregate of
up to $5,000,000 of  . . .

CONOLOG CORPORATION

SELLING AGENT AGREEMENT

Dated as of October 23, 2007               

First Montauk Securities Corp.
Parkway 109 Office Center
328 Newman Springs Road
Red Bank, New Jersey 07701

Gentlemen:

          Conolog Corporation (the �Company�) proposes to offer for sale (the �Offering�) in a private offering pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the �Act�) (i) up to One Million Three Hundred Fifty Thousand  . . .

<DESCRIPTION>EXHIBIT 10.1
<TEXT>


<PAGE>


                             SUBSCRIPTION AGREEMENT


         THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of January 19,
2006, by and among Conolog Corporation, a Delaware corporation (the "Company"),
and the subscribers identified on the signature page hereto (each a "Subscriber"
and collectively "Subscribers").

         WHEREAS, the Company and the Subscribers are executing  . . .

<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>


                             SUBSCRIPTION AGREEMENT

     THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of July 30, 2004,
by and among Conolog Corporation, a Delaware corporation (the "Company"), and
the subscribers identified on the signature page hereto (each a "Subscriber" and
collectively "Subscribers").

     WHEREAS, the Company and the Subscribers are executing and delivering  . . .

SUBSCRIPTION AGREEMENT

          THIS SUBSCRIPTION AGREEMENT (this �Agreement�), dated as of October ___, 2007, by and among Conolog Corporation, a Delaware corporation (the �Company�), and the subscribers identified on the signature page hereto (each a �Subscriber� and collectively �Subscribers�).

          WHEREAS, the Company and the Subscribers are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 4(2),  . . .

                               SUBSIDIARY GUARANTY

New York, New York                                                April 26, 2004

      FOR VALUE RECEIVED,  and in  consideration  of note purchases from,  loans
made or to be made or credit  otherwise  extended  or to be  extended  by Laurus
Master  Fund,  Ltd.  ("Laurus")  to or for the  account of  Conolog  Corporation
("Debtor")  from  time to time and at any time and for other  good and  valuable
consideration and to induce Laurus,  in its discretion,  to purchase such notes,
make such loans or  extensions   . . .