EXHIBIT
10.1



WIRELESS TELECOM GROUP, INC.
(‘‘WTG’’)


DIRECTORS’
COMPENSATION POLICY


			
		1. 	Purpose – To
document the compensation policy and practice for the members of the
Board of Directors of WTG, as currently
practiced.


			
		2. 	Objective – To recompense
non-employee Directors of WTG consistent with their roles,
responsibilities and accountabilities in protecting the organization
and the shareholders.


			
		3. 	Applicability –
Compensation for participation in the governance activities and
attendance at all meetings for which Directors are compensated is
restricted to non-employee Directors.


			
		4. 	Nature
of Compensation –


			
		a. 	Compensation shall be
the form of cash payment for attendance at meetings of the Board of
Directors and the Standing Committees of the Board of Directors, with
the exception that,


			
		b. 	Director Hazam Ben
Gacem’s compensation shall be limited to cash reimbursement of
actual and necessary travel expenses as applicable for travel to
physically attend the appropriate
meetings.


			
		5. 	Compensation for meetings of the
Board of Directors –


			
		a. 	Each Director, as
applicable, will be compensated for


			
		i. 	attending
the regularly scheduled meetings of the Board of
Directors


			
		ii. 	attending the Annual Meeting of the
Shareholders, if on a different day then a meeting of the Board of
Directors


			
		iii. 	attending any special meetings as
may be called for all of the members of the Board of Directors or for
all of the non-employee members of the Board of
Directors


			
		b. 	Attendance at such meetings may be
in-person or by telephone.


			
		c. 	Telephonic meetings
of the entire Board of Directors or of all of the non-employee
Directors with duration of more than 30 minutes shall constitute a
meeting subject to compensation.


			
		d. 	Compensation
shall be $2000 for each meeting, except as provided in 4b,
above.


			
		6. 	Compensation for meetings of the Audit
Committee of the Board of Directors


			
		a. 	Each
Director member of the Audit Committee shall be compensated
for:


			
		i. 	all regularly scheduled meetings for the
purpose of reviewing quarterly financial results as will be reported to
the public


			
		ii. 	any meeting for the purpose of
reviewing financial documentation to be released to the
SEC


			
		iii. 	any meeting for the purpose of reviewing
matters resulting form the WTG Whistleblower
Policy


			
		iv. 	any meeting for any other matter for
which the entire Committee is called to meet by any Director, Officer
or the Public Accounting firm


			
		b. 	Meetings may be
held in person or telephonically


			
		c. 	Compensation
shall be $250 for each meeting, other than for those meetings which
precede or follow a meeting of the Directors, for which the Directors
are compensated, as in 5. above


			
		7. 	Compensation
for meetings of the other Standing Committees of the Board of
Directors









			
		a. 	Each Director member of
the other Standing Committees shall be compensated for:


			
		i. 	all regularly scheduled meetings for the purpose
of conducting the formal business of the Committee as outlined in the
Committee Charter


			
		ii. 	any meeting for any other
matter for which the entire Committee is called to meet by any Director
or Officer


			
		b. 	Meetings may be held in person or
telephonically


			
		c. 	Compensation shall be $250 for
each meeting, other than for those meetings which precede or follow a
meeting of the Directors, for which the Directors are compensated, as
in 5. above.