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Exhibit 10 

                             STOCKHOLDER'S AGREEMENT

     STOCKHOLDER'S  AGREEMENT,  dated as of October 30, 1998 (this "Agreement"),
by  and  between  Merrimac  Industries,  Inc.,  a New  Jersey  corporation  (the
"Company"), and Charles F. Huber, II ("Huber").

     WHEREAS, Huber is the record and beneficial owner of the Huber Shares
(as defined herein);

     WHEREAS,  the parties agree to the transfer and voting provisions  relating
to the Covered Securities (as defined herein) as set forth herein; and

     WHEREAS,  the Company  desires to engage  Huber to advise and assist in the
Company's  business,  and Huber has agreed to provide consulting services to the
Company as set forth herein.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises  and  the
covenants  and  agreements  herein  contained,  and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Huber agree as follows: 

                                   ARTICLE I

                                  DEFINITIONS

     Section 1.1  Certain  Definitions.  For  purposes  of this  Agreement,  the
following terms shall have the meanings indicated:

     "Affiliate"  means,  with  respect to any Person,  any other  Person  which
directly  or  indirectly  controls,  or is  under  common  control  with,  or is
controlled  by,  such  first  Person.  The  term  "affiliated"  (whether  or not
capitalized)  shall  have a  correlative  meaning.  For  the  purposes  of  this
definition,  "control,"  as used with  respect  to any  Person,  shall  mean the
possession,  directly or indirectly through or with one or more  intermediaries,
of the power to direct or cause the direction of the  management and policies of
such Person, whether through the ownership of voting securities,  by contract or
otherwise.  The terms "controlled by" and "under common control with" shall have
correlative meanings.

     "Agreement"  means  this  Stockholder's  Agreement  and any  schedules  and
exhibits attached hereto,  as the same may be amended,  supplemented or modified
in accordance with the terms hereof.

     "Associate" means, with respect to any Person, (a) any Entity of which such
Person is an officer or partner or is,  directly or  indirectly,  the beneficial
owner of 10

                                      -1-

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     percent or more of any  equity  securities  of any Class,  (b) any trust or
other estate in which such Person has a substantial beneficial interest or as to
which such Person serves as trustee or in a similar fiduciary capacity,  (c) any
relative or spouse of such Person,  or any relative of such spouse,  who has the
same home as such Person and (d) any Associates thereof.

     "Business  Day" means any day other than a  Saturday,  a Sunday or a day on
which banking institutions in New York, New York are not open for business.

     "Cause" shall have the meaning set forth in Section 2.6 of this Agreement.

     "Class"  shall  have the  meaning  set forth in the  definition  of Covered
Securities. 

     "Common  Stock" shall have the meaning set forth in the definition of Huber
Shares.  

     "Company"  shall  have  the  meaning  set  forth  in the  preamble  to this
Agreement.  

     "Consulting  Agreement" means the Consulting Agreement,  dated as of August
1, 1997, by and between the Company and Huber.

     "Consulting  Term"  shall have the meaning set forth in Section 2.5 of this
Agreement.

     "Contract"   means  any  agreement,   contract,   obligation,   commitment,
indenture,  lease,  license,  instrument,  note,  bond,  security,  agreement in
principle,  letter of intent,  undertaking,  promise,  covenant,  arrangement or
understanding, whether written or oral.

     "Covered  Securities"  means (i) any and all  shares  (or  other  units) of
capital stock of the Company,  however denominated,  of any class, series, issue
or other type ("Class"),  including  shares of capital stock into which any such
Class may be  changed,  and (ii) any and all  Rights  with  respect  to any such
shares of  capital  stock of the  Company  of any  Class.  If, at any time,  any
Covered  Securities of any Class are changed into shares of capital stock of any
other  Class  or  other  securities  of  any  Class,  whether  by  reason  of  a
reclassification,   reorganization,  recapitalization,   consolidation,  merger,
exchange or any other event or transaction of any nature  whatsoever,  then such
shares of capital stock or other  securities into which such Covered  Securities
are changed shall also be "Covered  Securities",  and this sentence  shall apply
successively on each and every occasion on which any event or transaction of any
kind referred to shall occur. If, in connection with any consolidation,  merger,
binding share exchange or  reorganization to which the Company is a party and in
which the Company is not the surviving or continuing  corporation  or any sales,
conveyance,  transfer or lease to another Entity of the properties and assets of
the Company as an entirety or  substantially  as an entirety,  capital  stock or
other securities of any Class of the successor or acquiring Entity are issued or
issuable in respect of any Covered  Securities on any Class, then such shares of
capital stock or other  securities of such  successor or acquiring  Entity shall
also be "Covered  Securities".  The term "Covered  Securities" also includes all
shares or other  appropriate  units of capital stock or other  securities of any
Class issued as a dividend or distribution on any other shares or other units of
Covered Securities.

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     "Disability"  means,  with respect to Huber,  the  inability to provide the
consulting services contemplated hereunder for a period in excess of 90 days.

     "Entity"  means any  corporation,  limited  liability  company,  general or
limited partnership,  joint venture,  association,  joint stock company,  trust,
other  unincorporated  business or  organization  or other  Person  which is not
either a natural person or a Governmental Authority.

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations promulgated thereunder.

     "Huber" shall have the meaning set forth in the preamble to this Agreement.

     "Huber  Shares"  means (i) the  156,000  shares of issued  and  outstanding
Common  Stock,  par value $.50 per share (the  "Common  Stock"),  of the Company
owned by Huber on the date  hereof,  (ii) all shares of Common Stock and Covered
Securities of the Company  hereafter  acquired by Huber pursuant to the exercise
of Rights with  respect to the shares of Common  Stock of the Company  currently
held by Huber or  pursuant to the  exercise  of Rights  with  respect to Covered
Securities of the Company  hereafter  acquired or held by Huber with the written
consent of the  Company,  and (iii) all Rights with  respect to shares of Common
Stock or Covered  Securities of the Company  currently owned or held by Huber or
hereafter acquired or held by Huber with the written consent of the Company.

     "Initial Consulting Period" shall have the meaning set forth in Section 2.5
of this Agreement.

     "Liens" means any liens, claims, charges, conditions,  equitable interests,
commitments  (fixed or contingent),  encumbrances,  options,  pledges,  security
interests, mortgages, retention of title agreements, defects of title, rights of
interest or  restrictions  of any kind or nature,  including any  restriction on
use, voting,  transfer,  receipt of income or exercise of any other attribute of
ownership.

     "Offer" shall have the meaning set forth in Section 3.3 of this Agreement.

     "Offer  Note"  shall  have the  meaning  set forth in  Section  3.3 of this
Agreement.

     "Offer  Price"  shall have the  meaning  set forth in  Section  3.3 of this
Agreement.

     "Offered  Securities"  shall have the  meaning  set forth in Section 3.3 of
this Agreement.

     "Offered  Terms"  shall have the  meaning  set forth in Section 3.3 of this
Agreement.


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     "Person" means any individual,  corporation,  limited  liability company or
entity, general or limited partnership,  joint venture, association, joint stock
company, trust, unincorporated business or organization,  Governmental Authority
or other entity or legal person,  whether acting in an individual,  fiduciary or
other capacity.

     "Releasees"  shall  have  the  meaning  set  forth in  Section  7.1 of this
Agreement.

     "Reports"  shall  have the  meaning  set  forth in  Section  5.1(d) of this
Agreement.

     "Rights" means options, warrants, convertible or exchangeable securities or
other  rights,  however  denominated,  to subscribe  for,  purchase or otherwise
acquire  any equity  interest or other  security  of any Class,  with or without
payment of additional  consideration in cash or property,  either immediately or
upon the occurrence of a specified date or a specified event or the satisfaction
or happening of any other condition or contingency.

     "SEC" shall have the meaning set forth in Section 5.1(d) of this Agreement.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations promulgated thereunder.

     "Total Voting Power" means the aggregate  number of votes which may be cast
by holders of issued and outstanding Covered Securities.

     "Transfer"  means,  when used with  reference to any Covered  Securities or
other securities, to directly or indirectly,  voluntarily or involuntarily,  (i)
to offer for sale, sell, assign, make a gift of, exchange,  tender,  dispose of,
pledge,  hypothecate,  grant an option or other Right for or otherwise  transfer
(whether  by merger or  otherwise)  or permit any sale or  transfer to satisfy a
margin  call  or  other  obligation  relating  to  Covered  Securities  held  as
collateral,  encumber  or  subject to any claim,  Lien or  restriction  any such
Covered  Securities or other securities or any interest therein,  (ii) grant any
proxy,  voting or other rights with respect to any such  Covered  Securities  or
other  securities  (other than in accordance with this Agreement) or deposit any
Covered  Securities  into a voting  trust or (iii) enter into any  agreement  or
arrangement regarding the transfer, acquisition,  holding, disposition or voting
of such Covered Securities.  The terms  "Transferred",  "Transferee" and similar
variants shall have correlative meanings.

     "Voting Covered  Securities" means all Covered Securities  entitled to vote
in the  election of directors of the Company and which would be entitled to vote
in the  election of directors of the Company if it were assumed that Rights with
respect to Covered  Securities  then held were duly  exercised  and converted in
full (whether or not then exercisable or convertible).

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     Section 1.2 Terms Generally; Certain Rules of Construction. The definitions
in Section 1.1 shall apply  equally to both the singular and plural forms of the
terms defined.  Whenever the context may require,  any pronoun shall include the
corresponding  masculine,  feminine  and  neuter  forms.  The  words  "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation."  The words "herein",  "hereof" and "hereunder" and words of similar
import refer to this Agreement in its entirety and not to any part hereof unless
the context shall  otherwise  require.  The word "or" is not exclusive and means
"and/or." All  references  herein to Sections,  Exhibits and Schedules  shall be
deemed  references  to and  Sections of, and  Exhibits  and  Schedules  to, this
Agreement unless the context shall otherwise require. Unless otherwise expressly
provided herein or unless the context shall otherwise require, any references as
of any time to any  agreement  (including  this  Agreement)  or other  Contract,
instrument or document or to any statute or  regulation or any specific  section
or other provision  thereof are to it as amended and  supplemented  through such
time (and, in the case of a statute or  regulation or specific  section or other
provision  thereof,  to any  successor of such statute,  regulation,  section or
other provision). Any reference in this Agreement to a "day" or number of "days"
(without the explicit  qualification  of  "Business")  shall be interpreted as a
reference to a calendar day or number of calendar  days. If any action or notice
is to be taken or given on or by a particular  calendar  day, and such  calendar
day is not a Business Day,  then such action or notice shall be deferred  until,
or may be taken or given on, the next Business Day. Unless  otherwise  expressly
provided herein or unless the context shall otherwise require,  any provision of
this   Agreement   using  a  defined   term  which  is  based  on  a   specified
characteristic,  qualification,  feature or status shall, as of any time,  refer
only to such  Persons  who have  the  specified  characteristic,  qualification,
feature or status as of that particular time. 

                                   ARTICLE II

                              CONSULTING SERVICES

     Section 2.1 Appointment. The Company hereby retains Huber, and Huber agrees
to act,  in an  advisory  and  consulting  capacity  to the  Company  for a term
commencing  on the date  hereof  and to  continue  in force  thereafter  for the
Consulting Term (as defined herein).

     Section 2.2 Consulting Services. Huber agrees during the Consulting Term to
render services of an advisory and consultative nature in order that the Company
may have the  benefit  of his  expertise  and  knowledge  of the  affairs of the
Company.  Huber will perform services  hereunder for  approximately 10 hours per
month (non- cumulative)  exclusively and only as directed by the Chief Executive
Officer of the Company.  In the absence of specific  instructions from the Chief
Executive  Officer of the Company,  Huber shall not be authorized to perform any
services  on behalf of the  Company  or  represent  to any  Person  that he is a
consultant  or an agent of the  Company.  It is  contemplated  that  Huber  will
provide the services hereunder in the Connecticut,  New Jersey and New York area
(except for normal  business  travel) or at the Company's  request at such other
location as may be mutually agreed upon by the Company and Huber. In addition to
performing  the services  described  herein,  Huber  further  agrees  during the
Consulting Term to provide the Chief Executive Officer of the Company,  upon his
request,  with written reports  summarizing all such services performed by Huber
on behalf of the Company and setting forth the number of hours per month devoted
to the performance thereof.

                                      -5-
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     Section 2.3  Consulting  Fee. The Company  shall pay Huber as a fee for the
services  rendered  pursuant  to this  Article  II a sum equal to Five  Thousand
($5,000)  Dollars per month.  Such sum is to be payable on the first day of each
month commencing November 1, 1998.

     Section 2.4 Expenses.  The Company shall reimburse Huber for pre- approved,
reasonable  out-of-pocket  business  expenses upon  presentation  of appropriate
evidence thereof.

     Section  2.5  Consulting  Term.  The  consulting  services  provided to the
Company by Huber as set forth herein shall be for a term  commencing on the date
hereof and shall  continue  for a period of not less than thirty six (36) months
(the "Initial  Consulting  Period") unless sooner terminated pursuant to Section
2.6.  At the  expiration  of the  Initial  Consulting  Period,  the  term of the
consulting  services as set forth herein may be extended for additional one year
terms,  subject to Section  2.6,  upon the mutual  agreement  of the Company and
Huber. The Initial  Consulting Period (or any shorter period hereunder) and each
period thereafter during which consulting  services are provided by Huber to the
Company in accordance  with the terms and conditions of this  Agreement  without
termination hereunder is referred to herein as the "Consulting Term".

     Section 2.6  Termination of Consulting  Term.  The  Consulting  Term may be
terminated  by Huber at any time upon  ninety  (90) days  written  notice to the
Company.   The  Consulting  Term  shall  also  terminate  on  Huber's  death  or
Disability.  Notwithstanding any of the foregoing  provisions of this Agreement,
the Company may, at any time during the  Consulting  Term without  prior notice,
terminate  the  consulting  arrangement  under this  Article II for  "Cause" (as
hereinafter  defined).  In such  event,  the  Company  shall  pay to  Huber  all
consulting  fees  accrued  but unpaid  through  the date of  termination  of the
Consulting  Term; and the Company shall not have any further  obligations  under
this Article II,  except as may otherwise be required by law. For the purpose of
this Agreement, the Company shall be deemed to have "Cause" to terminate Huber's
employment  hereunder  for: (a) willful  failure to perform normal and customary
duties  required  under Section 2.2 for an extended  period for any reason other
than death or total  Disability;  (b) gross  negligence  or willful  misconduct,
including fraud, embezzlement or intentional  misrepresentation;  (c) commission
of, or  indictment  or  conviction  for, a felony;  (d)  willfully  engaging  in
competitive  activities  against the Company or purposely aiding a competitor of
the Company;  (e) misappropriation of a material opportunity of the Company; (f)
oral or written  publication of  information  relating to the Company not in the
public  domain;  (g) any breach by Huber of the agreements set forth in Articles
III, IV and VI; or (h) violation of any other  material  term of this  Agreement
and  failure  to cure  within  two (2) days  after  receipt  of  notice  of such
violation.

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     Section 2.7 Confidential Information and Indemnification.  

     (a)  Confidential  Information.  Huber shall not disclose any  confidential
information of the Company or its Affiliates  which is now known to him or which
hereafter  may  become  known  to him as a  result  of his  consulting  services
hereunder or by reason of other positions  previously held with the Company, and
shall not at any time directly or indirectly  disclose any such  information  to
any  Person,  or use the  same in any way  other  than in  connection  with  the
business  of the  Company or its  Affiliates,  during and at all times after the
expiration of the Consulting Term; provided,  however,  that, subject to Section
6.1,  nothing in this  Section  2.7 shall  prohibit  Huber  from  communicating,
disclosing or using information that has become known generally by the public or
otherwise  has come into the public  domain (other than by disclosure by Huber).
Huber's contractual  obligation under this paragraph,  however, shall not extend
beyond one year after the end of the Consulting  Term. 

     (b) Indemnification. To the extent permitted by law and so long as Huber is
not in breach of this Agreement, Huber shall be entitled to be indemnified under
the Articles of Incorporation and Bylaws,  as applicable,  of the Company or any
subsidiary  thereof for which Huber is  performing  services as provided  herein
and, to the extent permitted under currently  applicable  insurance policies and
solely in  connection  with the services to be rendered to the Company  pursuant
hereto,  to be covered by directors and officers  liability  insurance  policies
covering  directors  and officers of the Company that are the same as or provide
coverage at least equivalent to those carried by the Company on the date hereof.

     Section 2.8 Independent Contractor.  Huber is an independent contractor and
has and shall have no power,  nor will he  represent  that he has any power,  to
bind the  Company or to assume or create any  obligation  or  responsibility  on
behalf  of the  Company.  Huber  shall not be  entitled  to  participate  in any
retirement,  disability,  life insurance,  saving or other plans  maintained for
employees  of the  Company  or to  receive  any  benefits  or  compensation  not
explicitly provided in this Agreement.

     Section 2.9 Consulting Agreement.  The Company and Huber hereby acknowledge
and agree that the  Consulting  Agreement  has been  canceled and has no further
force or effect. 

                                  ARTICLE III

                        STANDSTILL AND TRANSFER MATTERS

     Section 3.1 Acquisitions. Without the prior written consent of the Company,
Huber will not purchase or otherwise  acquire,  or agree or offer to purchase or
otherwise  acquire,  record or  beneficial  ownership of any Covered  Securities
other than Huber Shares (it being  understood  that for purposes of this Section
3.1,  a  dividend  or  a  distribution  of  Covered  Securities  pursuant  to  a
reorganization, recapitalization, consolidation, merger or exchange shall not be
deemed a purchase or an acquisition).  

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     If Huber purchases or otherwise acquires Covered Securities in violation of
the immediately preceding sentence, such Covered Securities shall immediately be
Transferred as permitted by Section 3.2; provided, however, that such Transferee
is not a Person, or "group" that has any Person as a member, who is an Associate
of Huber.  Notwithstanding the foregoing,  the Company may also pursue any other
available remedy to which it may be entitled to as a result of such violation.

     Section 3.2  Transfer  Restrictions.  Huber will not Transfer or permit any
Person to Transfer on his behalf any Covered Securities, except:

     (a) subject to Section 3.3, to any Person or "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) who, after giving effect to such Transfer,
would beneficially own Voting Covered  Securities  representing in the aggregate
less than 3% of Total  Voting  Power;  or 

     (b)  pursuant  to a  tender  or  exchange  offer  made  by the  Company  or
recommended  by  the  Board  of  Directors  of  the  Company  to  the  Company's
stockholders. 

     Section 3.3 Rights of First Refusal.

     (a) Huber will not  Transfer or permit any Person to Transfer on his behalf
any Covered  Securities in accordance  with Section  3.2(a) without first giving
the Company prior written  notice thereof (an "Offer  Notice"),  which shall (i)
state the Offered Terms (as defined below), (ii) include a true and correct copy
of the Contract embodying the terms and conditions of such proposed Transfer (if
any) and (iii) offer the Company the opportunity  (as  hereinafter  provided) to
purchase  (or to designate a third party to  purchase)  such Covered  Securities
(the "Offered Securities") at a cash price equal to the sum of the amount of any
cash  plus the fair  market  value of any  other  consideration  offered  by the
prospective Transferee (the "Offer Price"). The Offer Notice shall constitute an
offer (the  "Offer") by Huber to sell all, but not less than all, of the Offered
Securities  at the Offer Price to the Company or its  designee.  For purposes of
this Section 3.3,  "Offered Terms" means the terms and conditions upon which the
Offered Securities are proposed to be Transferred to the prospective Transferee,
including (i) the identity of the Transferee and (ii) the aggregate  Offer Price
and the kind and amount of consideration proposed to be paid or delivered by the
prospective Transferee for the Offered Securities,  the timing and manner of the
payment or other delivery thereof and any other material terms of such offer.

     (b) The Offer may be  accepted  within 20 days of receipt by the Company of
the Offer Notice and, if  accepted,  the Offered  Securities  shall be purchased
within  60 days  after  such  acceptance.  If the Offer is not  accepted  or the
Offered  Securities are not purchased as contemplated  above, Huber may sell the
Offered  Securities to such prospective  Transferee at a price not less than the
Offer Price.  

                                      -8-

<PAGE>
If the sale to such  prospective  Transferee is not consummated as
contemplated  above  within 60 days after the  expiration  of the  20-day  offer
period or earlier irrevocable rejection of such Offer or failure to purchase the
Offered  Securities  after acceptance of the Offer, no sale may be made by Huber
without again complying with this Section 3.3. 

     (c) If the  consideration  offered by the prospective  Transferee  includes
non-cash consideration,  the Company and Huber shall in good faith seek to agree
upon the value of such non-cash  consideration.  Huber shall provide the Company
with a description of the method by which Huber and the  prospective  Transferee
evaluated  such non-cash  consideration  and copies of any appraisals or similar
reports on which such  evaluation  was based.  If Huber and the Company  fail to
agree on such value within 10 days following receipt by the Company of the Offer
Notice,  then the items in dispute shall be referred to a nationally  recognized
investment  banking firm or appraiser selected jointly by Huber and the Company.
Huber and the Company shall share all expenses of such  investment  banking firm
or  appraiser,  as the  case may be.  The  value of any  securities  offered  as
consideration shall be the fair market value of such securities  determined on a
fully  distributed  basis,  and the value of any property other than  securities
shall be the fair market value of such property.  If a determination  under this
Section 3.3(c) is required,  any date for acceptance of an Offer provided for in
Section 3.3(b) hereof shall be postponed until the second Business Day after the
date of such  determination.  All  determinations  made pursuant to this Section
3.3(c) shall be final and binding on Huber and the Company.

                                   ARTICLE IV

                              VOTING REQUIREMENTS

     Section 4.1.  Agreement to Vote.  During the term of this Agreement,  Huber
hereby  agrees to vote or act by written  consent  with  respect to (i)  Covered
Securities  held of  record or  beneficially  owned by Huber at the time of such
vote or action by written  consent and (ii) all Covered  Securities  as to which
Huber at the time of such vote or action by written  consent has voting control,
in each case, as directed by the Board of Directors of the Company (or the Chief
Executive  Officer or  Secretary of the Company) in its (or his or her) sole and
absolute  discretion,  including,  without limitation,  all matters requiring or
permitting  the voting of any Covered  Securities  or the granting of a consent,
proxy or approval in respect of any Covered  Securities,  including  ordinary or
extraordinary  corporate actions and all matters submitted to a stockholder vote
at general or special stockholder meetings of the Company.  Huber further agrees
not to enter into any other agreement or transaction that is intended,  or could
reasonably be expected, to impede,  interfere with, delay, postpone,  discourage
or  adversely  affect  Huber's  obligations  to vote the Covered  Securities  as
provided  in this  Agreement,  and  agrees  not to enter  into any other  voting
agreement or voting  trust or grant any proxy,  consent or approval or otherwise
transfer,  directly  or  indirectly,  voting  power with  respect to any Covered
Securities, in each case except as provided herein.

                                      -9-

<PAGE>

     Section 4.2 Grant of  Irrevocable  Proxy.  In the event that Huber fails to
comply  with the  provisions  of  Article  IV of this  Agreement,  Huber  hereby
irrevocably  grants to and appoints the Chief  Executive  Officer of the Company
(or any other officer of the Company  designated by the Company),  Huber's proxy
and  attorney-in-fact  (with full power of  substitution),  for and in the name,
place and stead of Huber,  to vote or act by written consent with respect to all
Covered  Securities held of record or beneficially owned by Huber or as to which
Huber has voting control and to grant a consent, proxy or approval in respect of
any Covered  Securities held of record or  beneficially  owned by Huber or as to
which Huber has voting  control,  in each case in such manner as the Company (or
any  officer of the  Company)  shall  determine  in its (or his or her) sole and
absolute discretion, including all matters requiring or permitting the voting of
any  Covered  Securities  or the  granting  of a consent,  proxy or  approval in
respect of any Covered Securities, including ordinary or extraordinary corporate
actions  and  matters  submitted  to a  stockholder  vote at  general or special
stockholder  meetings of the Company.  Huber hereby affirms that the irrevocable
proxy set forth in this Section 4.2 will be valid for the term of this Agreement
and is given to secure the  performance  of the  obligations of Huber under this
Agreement.  Huber hereby  further  affirms that each proxy hereby granted shall,
for the term of this Agreement,  be irrevocable and shall be deemed coupled with
an interest,  in  accordance  with Section  14A:5-19 of the New Jersey  Business
Corporation Act. 

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES


      Section 5.1  Representations and Warranties.  

     (a) Huber hereby represents and warrants to the Company that, except as set
forth on Schedule 5.1(a) to this Agreement,  he has good and valid title to, and
is the record and  beneficial  owner of, the Huber  Shares free and clear of any
Liens,  and he has  voting  control  of such  Huber  Shares.  The  Huber  Shares
constitute all Covered Securities of the Company owned of record or beneficially
by Huber and all such  Covered  Securities  of the Company as to which Huber has
voting control.  

     (b) Each party to this  Agreement  hereby  represents  and warrants to each
other party that (i) such party has the right, power and authority to enter into
this Agreement and perform its or his obligations hereunder, (ii) this Agreement
has been duly authorized by all necessary  action  prerequisite to the execution
and delivery thereof by such party and is a legally valid and binding obligation
of such party  enforceable in accordance with its terms and (iii) the execution,
delivery and  performance of this  Agreement by such party and the  transactions
contemplated  hereby do not, with or without the giving of notice or the passage
of time or both, (x) violate any law, ordinance,

                                      -10-

<PAGE>
     rule or regulation or any judgment, writ, injunction or order of any court,
arbitrator or governmental,  administrative or  self-regulatory  body or agency,
applicable to such party,  (y) require the consent or authorization of or waiver
by or filing  with any  governmental,  administrative,  self-regulatory  body or
agency or any other  Person or (z)  conflict  with,  result in the breach of any
provision of, result in the  modification or termination of, require the consent
or  authorization  of or waiver by or filing with any other  Person  (other than
such as has been  obtained  prior to the  date  hereof)  to,  or  result  in the
creation or  imposition  of any Lien or  constitute a default under any material
Contract to which such party is a party.

     (c) Huber hereby  represents  and warrants to the Company that,  except for
this Agreement or as set forth on Schedule 5.1(c) to this  Agreement,  Huber has
the sole right to vote and  dispose of the Huber  Shares in his sole  discretion
and none of the Huber Shares is subject to any voting trust or other  agreement,
arrangement,  or restriction with respect to the voting thereof and there are no
Rights or  Contracts  to which  Huber is a party,  or by which Huber is bound or
affected,  that  provides  for the  Transfer  of any Covered  Securities  or any
interest  therein or any Rights  with  respect  thereto,  relates to the voting,
Transfer or control of any thereof,  or obligates Huber to grant, offer or enter
into any of the foregoing.

     (d) Huber hereby  represents  and warrants to the Company that he has filed
all  required  reports,   schedules,   forms,  statements  and  other  documents
(collectively,  "Reports")  concerning  the Huber Shares with the Securities and
Exchange  Commission  ("SEC") as required by the Securities Act and the Exchange
Act, and that none of such Reports  contained any untrue statement of a material
fact or  omitted  to state  any  material  fact  necessary  in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  

     (e) Huber hereby makes the  representations and warranties set forth in the
Letter Agreement attached hereto as Exhibit A.

                                   ARTICLE VI

                               CERTAIN COVENANTS

     Section 6.1 Certain Actions.  Huber,  except as otherwise permitted by this
Agreement, will not:

     (a) make, or take any action to solicit,  initiate or encourage,  any offer
or proposal for, or any  indication  of interest in, a merger or other  business
combination  involving  the  Company  or any  subsidiary  of the  Company or the
acquisition  of any equity  interest in, or a substantial  portion of the assets
of, the Company or any subsidiary of the Company;

                                      -11-

<PAGE>
     (b)  solicit",  or become a  "participant"  in any  "solicitation"  of, any
"proxy" (as such terms are defined in Regulation  14A under the Exchange Act) or
written  consent from any holder of Covered  Securities in  connection  with any
vote on any matter,  or agree or announce his or its  intention to vote with any
Person  undertaking a  "solicitation"  or communicate  with or seek to advise or
influence any Person with respect to the voting of any Covered Securities;

     (c) form,  join or in any way  participate in a "group" (within the meaning
of Section 13(d)(3)of the Exchange Act) with respect to any Covered  Securities;

     (d) call or seek to have  called  any  meeting of the  stockholders  of the
Company or seek election of any  representative to the Board of Directors of the
Company, including Huber, or the removal of any member of the Board of Directors
of the Company;

     (e) otherwise act to seek to control,  disrupt or influence the management,
policies or affairs, of the Company or its Affiliates;

     (f) without the prior  written  consent of the  Company,  issue or make any
announcement or public statement  concerning,  or otherwise communicate with any
Person regarding, the Company or its Affiliates,  any policies of the Company or
its Affiliates or any director,  officer, employee or stockholder of the Company
or its Affiliates,  unless such announcement,  public statement or communication
is required to be made by Huber to perform the consulting  services set forth in
Article II; or

     (g)  instigate  or  encourage  any third party to do any of the  foregoing.

     Section 6.2 SEC Reports and Margin Call Notices.

     (a) During the term of this  Agreement,  Huber will  deliver to the Company
(i) on the date required to be filed with the SEC,  true and complete  copies of
all Reports  required to be filed by Huber with the SEC  concerning  the Covered
Securities  of the  Company  owned or held by Huber and (ii)  true and  complete
copies of all  Reports  that would have been  required to be filed by Huber with
the SEC concerning the Covered  Securities of the Company owned or held by Huber
if Huber owned or held a sufficient number of such Covered Securities to require
filing of Reports  with the SEC,  such copies of Reports to be  delivered to the
Company on the dates such Reports  would have been required to be filed with the
SEC.


                                      -12-

<PAGE>
     (b) During the term of this  Agreement,  Huber will  promptly  provide  the
Company with copies of all reports, documents,  certificates,  notices and other
information  which are  delivered to Huber in  connection  with his ownership of
Huber  Shares that are held in any margin  account or are  pledged or  otherwise
used as collateral. 

                                  ARTICLE VII

                                    RELEASE


     Section 7.1 General Release.  Huber hereby irrevocably and  unconditionally
releases, acquits and forever discharges each of the Company and its Affiliates,
and  each  of  their  present  and  former   officers,   directors,   employees,
representatives,   agents  and   stockholders   and  each  of  their  respective
predecessors,  successors and assigns  (collectively,  the "Releasees"),  of and
from any and all  manner  of  action or  actions,  cause or  causes  of  action,
demands,  charges,  complaints,  rights,  damages,  debts,  dues, sums of money,
accounts,  reckonings, losses, costs, expenses,  responsibilities,  liabilities,
obligations,  promises,  covenants,  contracts,  controversies,  agreements  and
claims whatsoever,  whether known or unknown,  which Huber (or any of his heirs,
executors or  administrators)  ever had, now has, or which he (or they) may have
or shall have against the Company or any other Person  referred to above arising
out of any matter, cause, acts, conduct, claims or event on or prior to the date
hereof,  including Huber's resignation from the Company's Board of Directors and
the position of Chairman of the Company and any rights or claims  arising out of
or relating to the Consulting  Agreement  (including  rights or claims which did
exist or which  might have been  asserted  by Huber  under any  federal or state
statute or any federal, state or local law, now or hereafter recognized) as well
as Huber's status as a stockholder of the Company.  Huber represents that he has
no  complaints,  charges,  lawsuits or other  proceedings  of any nature pending
against the  Releasees  in any forum.  Further,  Huber  hereby  irrevocably  and
unconditionally  waives and gives up any right he has,  had or might have had to
commence  any  proceeding,  or to seek to be  entitled  to any  recovery  in any
proceeding  of any nature  whatsoever,  against the  Releasees  with  respect to
matters  released  herein,  and he covenants and agrees not to commence any such
proceeding or permit any other Person to do so on his behalf. 

                                  ARTICLE VIII

                                  TERMINATION


     Section 8.1  Termination.  Except for Article II, which shall  terminate in
accordance  with the terms thereof,  the provisions of this Article VIII and the
provisions of Article IX, this Agreement  shall terminate upon the occurrence of
any of the following:

     (a) Huber shall beneficially own Voting Covered Securities  representing in
the aggregate less than 3% of Total Voting Power; provided,  that if Huber shall
again acquire beneficial ownership of Voting Covered Securities  representing in
the  aggregate  3% or more of Total  Voting  Power  within  three  years of such
termination,   this  Agreement  shall  be  reinstated  from  the  date  of  such
acquisition; or

     (b) the dissolution, liquidation or winding up of the Company. 
    

                                      -13-

<PAGE>

                                   ARTICLE IX

                                 MISCELLANEOUS


     Section 9.1 Binding  Effect;  Assignability.  This Agreement and all of the
provisions  hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective  successors and permitted assigns.  No party to this
Agreement  will assign or delegate  this  Agreement or any rights,  interests or
obligations hereunder, except that the Company may assign this Agreement and its
rights, interest or obligations to any Affiliate of the Company.

     Section 9.2  Amendments  and Waivers.  The  provisions  of this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and  waivers of or  consents to  departures  from the  provisions
hereof may not be given unless approved in writing by the parties hereto.

     Section 9.3 Governing Law. This Agreement and the validity,  interpretation
and  performance  of the terms and  provisions  hereof shall be governed by, and
construed  in  accordance  with,  the laws of the State of New  Jersey,  without
regard to the provisions thereof relating to choice or conflict of laws.

     Section 9.4  Interpretation.  The  headings of the  articles  and  sections
contained in this  Agreement  are solely for the purpose of  reference,  are not
part of the  agreement  of the  parties  and shall not  affect  the  meaning  or
interpretation of this Agreement.

     Section 9.5 Notices. All notices,  requests,  consents,  demands, elections
and other communications required or permitted hereunder shall be in writing and
shall be given to the intended recipient at:

If to the Company:
Merrimac Industries, Inc.
41 Fairfield Place
West Caldwell, New Jersey  07006
Facsimile:  (973) 575-0531
Attention:  President and Chief Executive Officer

                                      -14-

<PAGE>
with a copy to:
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY  10112
Facsimile:  (212) 541-5369
Attention:  Thomas C. Meriam, Esq. 

If to Huber:
Mr. Charles F. Huber, II
149 Parsonage Road
Greenwich, Connecticut  06830

with a copy to:
Reuben B. Robertson, Esq.
Suite 1210
1001 Connecticut Avenue, NW
Washington, D.C.  20036
Facsimile:  (202) 296-3303 

     Any such notice, request,  consent, demand, election or other communication
shall be  deemed  to have been duly  given if  personally  delivered  or sent by
registered or certified mail, return receipt  requested,  Express Mail,  Federal
Express or similar overnight  delivery service for next Business Day delivery or
by telegram,  telex or facsimile  transmission and will be deemed given,  unless
earlier  received:  (1) if sent by certified or registered mail,  return receipt
requested,  five calendar days after being  deposited in the United States mail,
postage  prepaid;  (2) if sent by  Express  Mail,  Federal  Express  or  similar
overnight delivery service for next Business Day delivery, the next Business Day
after being entrusted to such service,  with delivery charges prepaid or charged
to the  sender's  account;  (3) if  sent  by  telegram  or  telex  or  facsimile
transmission,  on the date sent;  and (4) if delivered  by hand,  on the date of
delivery.

     Section 9.6 No Implied Waivers. No action taken pursuant to this Agreement,
including  any  investigation  by or on behalf of any party,  shall be deemed to
constitute  a waiver by the party  taking  such  action of  compliance  with any
representations,  warranties,  covenants or agreements  contained herein or made
pursuant hereto.  The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any preceding or
succeeding breach and no failure by any party to exercise any right or privilege
hereunder  shall  be  deemed a  waiver  of such  party's  rights  or  privileges
hereunder  or shall be deemed a waiver of such  party's  rights to exercise  the
same at any subsequent time or times hereunder.

                                      -15-

<PAGE>

     Section  9.7 Entire  Agreement.  This  Agreement  and the Letter  Agreement
attached hereto as Exhibit A constitute the entire agreement of the parties with
respect  to the  specific  subject  matter  hereof,  and  supersedes  all  prior
agreements  and  undertakings,  both  written and oral,  among the parties  with
respect to such specific subject matter.

     Section 9.8  Counterparts.  This  Agreement  may be executed in one or more
counterparts,  each of which shall be deemed to be an original  and all of which
together shall be deemed to constitute one and the same agreement.

     Section 9.9 Further  Assurances.  Each party shall  cooperate and take such
actions as may be reasonably  requested by the other party in order to carry out
the provisions and purposes of this Agreement and the transactions  contemplated
hereby.

     Section 9.10 Specific  Performance;  Injunctive  Relief. In addition to any
other  rights  or  remedies  which  may be  available  at law,  in  equity or by
Contract,  the Company  shall be  entitled  to obtain in any court of  competent
jurisdiction   specific   performance  of,  or  an  injunction  or  other  order
restraining any act or proposed act which would result in a violation of, any of
the terms or provisions of any of Huber's  covenants,  agreements or obligations
hereunder,  it being  agreed by the  parties  that the remedy at law,  including
monetary damages,  for breach of such provision will be inadequate  compensation
for any loss and that any defense in any action for specific  performance that a
remedy at law would be  adequate  is  waived.  The rights  and  remedies  herein
expressly  provided  are  cumulative  and not  exclusive  of any other rights or
remedies  which any party would  otherwise have pursuant to this  Agreement,  at
law, in equity, by statute or otherwise.

     Section  9.11  Severability.  If any  provision  of this  Agreement  or the
application  thereof  to any  Person  or  circumstance  is held  by a  court  of
competent  jurisdiction  to be invalid,  void or  unenforceable,  the  remaining
provisions   hereof,  or  the  application  of  such  provision  to  Persons  or
circumstances  other  than  those  as to  which  it has  been  held  invalid  or
unenforceable,  shall  remain in full  force and  effect  and shall in no way be
affected,  impaired or  invalidated  thereby;  provided,  that if any  provision
hereof  or the  application  thereof  shall  be so held to be  invalid,  void or
unenforceable  by a court of  competent  jurisdiction,  then the  parties  shall
negotiate  in good  faith in an effort to agree upon a  suitable  and  equitable
substitute  provision  therefor  and, if the parties shall fail to negotiate and
agree upon such a provision, such court of competent jurisdiction may substitute
for such  invalid,  void or  unenforceable  provision a suitable  and  equitable
provision  in order to carry out,  so far as may be valid and  enforceable,  the
intent and purpose of the invalid, void or unenforceable provision.

     Section 9.12 Consent to  Jurisdiction;  Service of Process.  To the fullest
extent  permitted by applicable  law, each party hereto hereby  irrevocably  and
unconditionally  (i)  submits,  for himself  and his  property or itself and its
property,  to the  nonexclusive  jurisdiction of the courts of the States of New
York and New Jersey and any court of the United States  sitting in New York City
(and of any appellate court to which an appeal of any judgment, order, decree or
decision  of any such  court may be taken)  in any  suit,  action 

                                      -16-

<PAGE>

     or  proceeding  arising  out  of or  relating  to  this  Agreement  or  for
recognition or enforcement of any judgment  rendered in any such suit, action or
proceeding,  (ii) waives any objection  which he or it may now or hereafter have
to the laying of venue of any such suit, action or proceeding in any such court,
including any claim that any such suit, action or proceeding has been brought in
an  inconvenient  forum,  (iii) waives all rights to a trial by jury in any such
suit,  action or  proceeding,  (iv)  waives  personal  service  of any  summons,
complaint  or other  process  by any means,  manner or method  other than in the
manner  provided  for the giving of notices  to such party in Section  9.5,  and
agrees that any process  served upon such party in such manner  provided  for in
Section 9.5 shall have the same validity and legal force and effect as if served
upon such party  personally  within the State of New York or New Jersey,  as the
case may be and (v) if any such party at any time is not a resident of the State
of New York or New Jersey,  agrees to appoint and maintain the appointment of an
agent in the State of New York and New Jersey as such party's  agent for service
and  acceptance  of legal process in  connection  with any such action,  suit or
proceeding  with the same  validity and legal force and effect as if served upon
such party  personally,  within the State of New York or New Jersey, as the case
may be, and to notify  promptly each other such party of the name and address of
such agent.

     Section  9.13  Facsimile  Signatures.  This  Agreement  may be  executed by
facsimile signatures.

     IN WITNESS WHEREOF, the parties have executed this Stockholder's  Agreement
as of the date first above written.

                                     MERRIMAC INDUSTRIES, INC.
                                     -------------------------
                                     By: /s/ Mason N. Carter
                                         ------------------- 
                                          Name: Mason N. Carter
                                          Title: Chairman, President and Chief 
                                          Executive Officer 


                                         /s/ Charles F. Huber II
                                         -----------------------               
                                             Charles F. Huber II





                                      -17-
<PAGE>



      Schedule 5.1(a)
      The Huber Shares are held in a margin account.











      Schedule 5.1(c)
      The Huber Shares are held in amargin account.












                                     -18-
<PAGE>
Exhibit A                                                
October 30, 1998

Mr. Charles F. Huber, II
149 Parsonage Road
Greenwich, Connecticut  06830

Dear Mr. Huber:

     We refer to (i) the  Stockholder's  Agreement,  dated as of the date hereof
(the  "Agreement"),  by and  between  Merrimac  Industries,  Inc.,  a New Jersey
corporation  (the  "Company"),  and Charles F. Huber,  II and (ii) the Company's
directors and officers liability  insurance coverage provided by Royal Indemnity
Insurance Company (policy number RHP605982) and Connecticut  Indemnity Insurance
Company (policy number DOE200093) (collectively, the "Indemnity Policies").

     This letter will confirm our understanding as follows:

     1. To the extent permitted under the Indemnity  Policies and as provided in
the Agreement,  Mr. Huber will be  indemnified in accordance  with the Indemnity
Policies from and against all claims and damages  arising out of his performance
of the services rendered to the Company pursuant to the Agreement; and

     2. Mr. Huber represents and warrants that he is not aware of any act, error
or omission that might give rise to a claim under the Indemnity Policies.

     Please  indicate your  agreement by signing and returning the executed copy
of this letter.

                                      Very truly yours,
                                      Merrimac Industries, Inc.

                                      By: /s/ Mason N. Carter                   
                                          -------------------
                                          Name:Mason N. Carter               
                                          Title: Chairman, President and Chief 
                                          Executive Officer 
 
                                      Agreed and Accepted:

                                           /s/ Charles F. Huber II
                                           -----------------------
                                               Charles F. Huber II




  





                                      -19-