MERRIMAC INDUSTRIES, INC.
                          STOCK PURCHASE PLAN COMMITTEE


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                        Action Taken by Unanimous Written
                    Consent of Stock Purchase Plan Committee
                               in Lieu of Meeting

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     The  undersigned,  constituting  all the members of the Stock Purchase Plan
Committee  of  Merrimac   Industries,   Inc.,  a  New  Jersey  corporation  (the
"Company"),  in accordance with Section  14A:6-7.1(5) of the New Jersey Business
Corporation  Act,  do hereby  consent in  writing  to the taking of the  actions
embodied  in  the  following  resolutions,  which  are  hereby  adopted  as  the
resolutions of the Stock Purchase Plan Committee of the Company,  and do further
hereby direct the Secretary of the Company to file this Written Consent with the
minutes of proceedings of the Stock Purchase Plan Committee.

     RESOLVED,  that  upon  the  payment  of  the  stock  dividend  (the  "Stock
Dividend")  of the  number of shares of Common  Stock,  par value $.50 per share
(the "Common Stock"), of Merrimac Industries,  Inc. (the "Company") equal to 10%
of the total  number of shares of Common  Stock  outstanding  on May 15, 1998 as
declared by the Board of Directors  on May 4, 1998,  (i) the number of shares of
Common Stock  available  for sale pursuant to each  agreement  (an  "Agreement")
under the Company's 1995 Stock Purchase Plan (the "1995 Plan") shall be adjusted
by multiplying  the number of shares of Common Stock available for sale pursuant
to each such Agreement immediately prior to the payment of the Stock Dividend by
1.1 and (ii) the fair market value of a share of Common Stock as  determined  by
the Stock  Purchase  Plan  Committee  on the date the  offer to enter  into such
Agreement was made shall be adjusted by dividing such price per share under such
Agreement  immediately  prior to the payment of the Stock  Dividend by 1.1;  and
further

     RESOLVED,  that upon payment of the Stock Dividend, the remaining aggregate
number of shares of Common  Stock that may be sold under the 1995 Plan be and it
is hereby  adjusted  to 199,081 and the total  number of shares of Common  Stock
that may be sold under the 1995 Plan (including shares sold prior to the date of
the Stock Dividend) shall not exceed 218,098 shares; and further

     RESOLVED,  that the officers of the Company be, and each of them is hereby,
authorized,  in the name and on  behalf of the  Company,  to make,  execute  and
deliver,  or cause to be made,  executed  and  delivered,  all such  agreements,
documents,  applications,  instruments,  notices and other papers,  and to do or
cause to be done all  such  acts or  things,  in the name and on  behalf  of the
Company and under its corporate seal or otherwise, as they may deem necessary or
appropriate  to effectuate or carry out the purposes and intent of the foregoing
resolutions.

     IN WITNESS WHEREOF,  the undersigned  have executed this Unanimous  Written
Consent as of June 3, 1998.


                                               /s/   Albert H. Cohen
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                                                     Albert H. Cohen


                                               /s/   Arthur A. Oliner
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                                                     Arthur A. Oliner