[LETTERHEAD
OF WIRELESS TELECOM GROUP,
INC.]


  January 23,
2006

Mr. James M. Johnson, Jr.
1250 Dogwood
Drive
Greensboro, GA 30642

Dear Mr. Johnson:

I
am pleased to confirm an offer of employment to you to join Wireless
Telecom Group Inc. (‘‘WTG’’ or the
‘‘Company’’) as its new Chief Executive
Officer and your appointment by the Board of Directors effective as of
January 23, 2006 to the Board of Directors as a Director and Vice
Chairman as of the effective date of your acceptance of this offer. The
terms of your offer are as follows:


Annual Base Salary:
Your annual base salary will be $200,000.


Bonus: During
your employment you will have an opportunity to earn an annual bonus,
in the Company’s sole discretion, in the amount of $225,000
based on a review of your performance and the performance of the
Company. The bonus will be based two-thirds on Revenue growth and
one-third on Profit growth.

Your bonus for each year will
be determined based on achieving a certain minimum Revenue and Profit
compounded annual growth rate (‘‘CAGR’’),
calculated by reference to the audited year-end results for each fiscal
year during the relevant period (i.e., (i) for 2006, it will be
determined based on the CAGR from 2005 to 2006, calculated by comparing
the audited year-end results for the year ended December 31, 2006 to
the base year year-end results for the year ended December 31, 2005;
(ii) for 2007, it will be determined based on the two-year CAGR from
2005 to 2007, calculated by comparing the audited year-end results for
the years ended December 31, 2006 and 2007 to the base year year-end
results for the year ended December 31, 2005; and (iii) for 2008, it
will be determined based on the three-year CAGR from 2005 to 2008,
calculated by comparing the year-end results for the years ended
December 31, 2006, 2007 and 2008 to the base year audited year-end
results for the year ended December 31, 2005) and in accordance to the
table below:

			
		• 	To the extent 20%
CAGR is achieved, 100% of the bonus entitlement shall be
paid;


			
		• 	To the extent 15% CAGR is
achieved, 75% of the bonus entitlement shall be paid, except for
2006 then 100% of the bonus entitlement shall be
paid;


			
		• 	To the extent 10% CAGR is
achieved, 25% of the bonus entitlement shall be paid, except for
2006 then 50% of the bonus will be
paid;


			
		• 	To the extent 0% CAGR is
achieved, no bonus entitlement shall be paid, except for 2006 then
25% of bonus will be paid so long as there is no decrease in
either the 2006 revenues or profits compared to the 2005 Revenue Base
(as defined below) and 2005 Profit Base (as defined below),
respectively; and


			
		• 	To the extent an
intermediate CAGR is achieved, bonus will be treated by
interpolation.


The base year for fiscal 2006, 2007 and
2008 revenues comparison shall be the annualized WTG consolidated
revenues for the fiscal year ending 12/31/05, after taking into account
the full 12-month consolidation effect of the recently acquired Willtek
Communications GmbH (the ‘‘2005 Revenue
Base’’). The base year for fiscal 2006 profits comparison
shall be the annualized revenues for the third and fourth quarters of
fiscal 2005, less the annualized total costs and expenses for the third
and fourth quarter of fiscal 2005 (i.e. after taking into full effect
the combined costs of WTG and its newly acquired assets and the effect
of the $500,000 one time tax credit in 2005 (the ‘‘2005
Profit Base’’). For purposes of the Bonus calculation,
the parties hereto agree that 2005 Revenue Base is $50.4 million and
2005 Profit Base is $3.8 million.








Mr. James M. Johnson, Jr.
Page
2

Notwithstanding anything herein to the contrary, in the
event that you are employed by the Company as its Chief Executive
Officer at the end of the fiscal year ending December 31, 2007 or at
the end of the fiscal year ending December 31, 2008 and the Company has
achieved the applicable target CAGR for the two or three-year
consecutive periods, as applicable, you shall be entitled to receive
from the Company a catch-up bonus equal to the difference between any
and all bonuses previously paid to you and the amount of Bonus you
would have received if you had earned the Bonus percentage contemplated
at the target CAGR level.


Relocation and Commutation:
Should you accept this offer of employment, the Company will reimburse
your relocation expenses up to $75,000 as and when actually accrued
upon presentation of detailed receipts. Notwithstanding anything herein
to the contrary and other than the aggregate relocation expenses
allocation stated above, the Company shall not pay, and shall have no
obligation or liability with respect to any commutation expenses
(including, without limitation, transportation, hotels, meals,
etc.).


Equity: You will be eligible to receive 500,000
qualified stock options, which will vest 50% in 2008 and
50% in 2009, at the option price as of the date this offer is
formally accepted, or as otherwise appropriate, as determined by the
WTG attorney. In the event of a Change of Control of the Company (as
defined herein), there will be accelerated vesting of the foregoing
options as follows:

			
		• 	If the Change of
Control occurs at anytime between the date of your acceptance of
employment and December 31, 2007, then 250,000 stock options will vest
upon such change of control during this time
period.


			
		• 	If the Change of Control occurs
at anytime between January 1, 2008 and December 31, 2009, then the
aggregate of the 500,000 stock options will be vested during this time
period


			
		• 	For purposes herein,
‘‘Change of Control’’ means the occurrence
of any of the following; (a) the sale, transfer, conveyance or other
disposition in one or a series of related transactions, or all or
substantially all of the assets of the Company to any entity, person,
or group; or (b) any entity, person, or group that becomes, directly or
indirectly, the owner of more than fifty percent (50%) of the
voting stock of the Company by way of merger, consolidation, or other
business combination, other than a transaction involving only the
Company or one or more of its subsidiaries. Notwithstanding the
foregoing, no Change of Control shall be deemed to have occurred by
reason of any actions or events in which you participate in a capacity
other than as an executive or director of the
Company.



Location: It is expected that you will during
business hours be physically resident at the Company’s facility
in Parsippany, New Jersey during your course of employment unless you
are traveling to some other location on Company business or if such
date is a holiday or a vacation day.


Benefits: You shall
be eligible for the full complement of fringe benefits available to
other executives of the Company, pursuant to the eligibility terms set
forth in the applicable plan or employee handbook.


At-Will
Employment: Your employment with the Company is ‘‘at
will’’, which means your employment may be terminated by
you or the Company at any time for any reason, with or without notice,
and in the case of a termination of employment by the Company, either
with or without cause as deemed appropriate by the Company. In
addition, this letter is an outline of the terms of our offer and is
not intended to create a contract of employment between you and the
Company.


Termination: Although it is intended that the
relationship between you and the Company will be a successful one, in
the event that your employment is terminated by the Company without
cause within the first year of employment, the Company will pay you
severance in the amount of $100,000. If your employment is terminated
by the Company for cause or if you terminate your employment without
cause, you shall be entitled to no further compensation, benefits or
obligations from the Company and you will relinquish immediately all
your positions with the Company including your seat on the Board of
Directors. Additionally, should the Company terminate your employment
without cause at any time, you will forfeit all rights to any unvested
stock options and will relinquish your seat on the Board of
Directors.








Mr. James M. Johnson, Jr.
Page
3

For purposes herein, ‘‘Termination for
Cause’’ shall mean (i) indicted of any crime (whether or
not involving WTG) constituting a felony in the jurisdiction involved;
(ii) engaging in any act which, in each case, subjects, or if generally
known would subject, WTG to reputational or economic harm or regulatory
sanction resulting in any monetary fine; or (iii) non-performance,
neglect or gross misconduct in the performance of your duties
hereunder; provided, however, with respect to
subsection (iii), that you shall have received written notice from WTG
setting forth the alleged act or failure to act constituting
‘‘cause’’ hereunder, and you shall not have
cured such act or failure to act within ten (10) business days of your
receipt of such notice.


Confidential Information: During
your employment and for five (5) years thereafter, you shall hold in a
fiduciary capacity all secret or confidential information, knowledge or
data relating to the Company and its businesses (including without
limitation, any proprietary and not publicly available information
concerning any processes, methods, trade secrets, research or secret
data, costs, names of users or purchasers of their respective products
or services, business methods, operating procedures or programs, or
methods of promotion and sale) that you have obtained or obtain during
your employment by the Company that is not public knowledge
(‘‘Confidential Information’’). You shall
not communicate divulge or disseminate Confidential Information at any
time during or after your employment with the Company, except with
prior written consent of the Company, or as otherwise required by law
or legal process or as such use or disclosure may be required or use
may be required in the course of performing your duties and
responsibilities. In addition, you will be required to sign and return
a Confidentiality and Non-Solicitation Agreement upon commencement of
your employment as a condition of employment.


Restrictive
Covenants: You shall not, without the prior written consent of WTG,
directly or indirectly, for any reason:

a. During the
period of your employment and for a period one (1) year thereafter,
engage in, assist, or have any interest in, including without
limitation as a principal, consultant, employee, owner, shareholder,
director, officer, partner, member, advisor, agent, or financier, any
entity that is or that is about to become engaged in any activity that
is in competition with the Company;

b. During the period
of your employment and for a period five (5) years
thereafter:

i. Solicit any of the Company’s
customers except on the Company’s behalf, or direct any current
or prospective customer to anyone other than the Company for goods or
services that the Company provides;

ii. Directly
or indirectly influence any of the Company’s employees to
terminate their employment with the Company or accept employment with
any of the Company’s
competitors;

iii. Interfere with any of the
Company’s business relationships, including without limitation
those with customers, suppliers, consultants, attorneys, and other
agents, whether or not evidenced by written or oral
agreements.


Entire Understanding: The parties hereto agree
that this agreement reflects the entire understanding of the parties
hereto relating to your employment and that no other understanding or
agreement, either written or verbal, relating to your employment
exists.

We are very pleased about the prospects for the future
and we look forward to your joining us. If you have any questions,
please feel free to call
me.


		Sincerely,





		WIRELESS TELECOM GROUP,
INC.





		By:  /s/ Paul
Genova

       Paul Genova,
President




Formally Agreed and
accepted:

    


/s/  Monty
Johnson  1/25/06        


Signature  Date