Exhibit 10

                              CONSULTING AGREEMENT

     AGREEMENT made this 1st day of January,  1998 between MERRIMAC  INDUSTRIES,
INC.,  a New Jersey  corporation  (the  "Company"),  and ARTHUR A.  OLINER  (the
"Consultant").

                               W I T N E S S E T H

     WHEREAS,  the Company desires to employ the Consultant to advise and assist
it in its  business  and the  Consultant  has  agreed  to  provide  and  perform
consulting  services  on  terms  and  conditions  hereinafter  set  forth;  

     NOW,  THEREFORE,  in consideration of the premises and covenants  contained
herein, the parties agree as follows: 

     1.  Appointment.  The Company  hereby  retains  Consultant,  and Consultant
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 Term
(as defined in Section 5). 

     2.  Consulting  Services.  Consultant  agrees  during  the  Term to  render
services of an advisory  and  consultative  nature in order that the Company may
have the benefit of  Consultant's  expertise and knowledge of the affairs of the
Company.  Consultant  will  perform  services  hereunder  for 20 hours per month
(non-cumulative)  as  directed  by the Chief  Executive  Officer of the  Company
relating  to high level  contact  with  customers  in the  Pacific  Rim  region;
Multi-mix product  development,  including wave guiding structures,  cross talk,
antennas  and  feeds and  Butler  matrices;  instruction  relating  to  advanced
microwave theory;  new technology review process;  advice to the Chief Executive
Officer on technology matters; and attending technical  conferences on behalf of
the  Company.  It is  contemplated  that  Consultant  will  provide


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     the services hereunder in the  Massachusetts,  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 Consultant.
                          
     3.  Consulting  Fee.  The  Company  shall pay  Consultant  as a fee for the
services  rendered  pursuant  to this  Agreement  a sum equal to Three  Thousand
($3,000)  Dollars per month.  For  services  provided in excess of 20 hours in a
particular month the Company shall pay the Consultant at an hourly rate equal to
$150.00 per hour. Payments for the period January 1, 1998 through March 31, 1998
shall be made in arrears on April 1, 1998 and  thereafter  shall be paid monthly
in arrears the first day of each month commencing May 1, 1998.

     4.  Expenses.   The  Company  shall  reimburse  Consultant  for  reasonable
out-of-pocket  business  expenses  upon  presentation  of  appropriate  evidence
thereof.  

     5. Term.  This Agreement  shall be for a term commencing on the date hereof
and shall  continue  for a period  of not less  than  twelve  (12)  months  (the
"Initial Period").  At the expiration of the Initial Period, the Agreement shall
continue from year to year upon the conditions  stated herein unless  terminated
pursuant to Section 6. The  Initial  Period and each  period  thereafter  during
which this Agreement continues in effect prior to its termination is referred to
herein as the  "Term".  

     6.  Termination.  The  Company's  obligation  under this  Agreement  may be
terminated by the Company upon written notice to Consultant at least thirty (30)
days  prior to the end of the  then-current  Term,  in which  case  Consultant's
employment  will terminate at the end of such Term.  Consultant's  obligation to
provide  consulting  services  hereunder  may be terminated by Consultant at any
time after the  Initial  Period  upon  ninety  (90) days  written  notice to the
Company.  This Agreement shall also terminate on  Consultant's  death or, at the
Company's 

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option,  the Consultant's  inability to perform his required services for a
period of sixty (60) days because of illness or disability.  Notwithstanding any
of the  foregoing  provisions  of this  Agreement,  the Company may, at any time
during the Term without prior notice,  discharge the  Consultant for "Cause" (as
hereinafter  defined). In the event that Consultant ceases to provide consulting
services  hereunder for any reason other than  discharge by the Company  without
Cause,  the Company  shall pay to  Consultant  all  consulting  fees accrued but
unpaid  through  the date of  termination,  and the  Company  shall not have any
further obligations under this Agreement, except as may otherwise be required by
law. For the  purposes of this  Agreement,  the Company  shall be deemed to have
Cause to  terminate  the  Consultant's  employment  hereunder  for:  (a) willful
failure to perform  normal and customary  duties for an extended  period for any
reason other than death or total  disability;  (b) gross  negligence  or willful
misconduct,  including but not limited to, 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;  or (g)  violation  of any
material  term of this  Agreement  and  failure  to cure  within  ten days after
receipt of notice of such  violation.  If the Consultant is dismissed for Cause,
the Company shall pay to Consultant  all salary  accrued but unpaid  through the
date of  termination,  and the Company  shall not have any  further  obligations
under this Agreement, except as may otherwise be required by law.
                                 
     7. Non-Competition;  Confidential  Information and Indemnification.  During
the Term and for the three (3) year  period  thereafter,  Consultant  shall not,
without  the  express  prior  written  consent  of  the  Company,   directly  or
indirectly:  

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(i) engage in any activity,  business or service, either on his own
account or as an  employee,  officer,  director,  partner,  trustee,  principal,
consultant,  joint  venturer,  investor,  or  investor  with or in any person or
entity,  that in whole or in part is competitive with the business activities of
the Company;  (ii) solicit,  interfere  with or endeavor to entice away from the
Company any of its customers or suppliers;  or (iii) solicit, entice or initiate
contact for  purposes of offering  employment  with any current  employee of the
Company or any person who was an employee of the Company  within a period of one
year after that person  leaves the employ  thereof,  and will notify the Company
before  employing  any such  person;  

provided,  however,  that  nothing in this  Section 7 shall be construed to
prevent Consultant from owning, as an investment,  up to 1% of a class of equity
securities  issued by any  competitor of the Company or its  affiliates  that is
publicly  traded and  registered  under Section 12 of the Exchange Act.  

     Without  limiting  the  generality  of this  Section  7, and  although  the
restrictions contained in this Section 7 are considered by the parties hereto to
be fair and reasonable in the circumstances,  it is recognized that restrictions
may fail for technical reasons,  and accordingly it is hereby agreed that if any
such  restrictions  shall be adjudged by a court to be void or unenforceable for
whatever reason, but would be valid if part of the wording thereof were deleted,
or the period thereof  reduced or the area dealt with thereby  reduced in scope,
the restrictions contained in this Section 7 shall apply, at the election of the
Board of  Directors  of the  Company,  with such  reductions  in  geographic  or
temporal scope as may be necessary to make them valid, effective and enforceable
in the particular jurisdiction in which the restrictions are adjudged to be void
or unenforceable.  

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     (b)   Confidential   Information.   Consultant   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,  and shall not at any time directly or indirectly  disclose
any such information to any person,  firm,  corporation or other entity,  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 Term;
provided, however, that nothing in this Section 7 shall prohibit Consultant 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 Consultant in breach of this Agreement).  Consultant's contractual
obligation under this paragraph, however, shall not extend beyond one year after
the end of the Term. 

     (c) Company's  Remedies for Breach.  It is  recognized  that damages in the
event of  breach of this  Section 7 by  Consultant  would be  difficult,  if not
impossible,  to  ascertain,  and it is  therefore  agreed that the  Company,  in
addition to and without  limiting any other  remedy or right it may have,  shall
have the  right to an  injunction  or other  equitable  relief  in any  court of
competent  jurisdiction  enjoining any such breach, and Consultant hereby waives
any and all  defenses  he may  have on the  ground  of lack of  jurisdiction  or
competence of the court to grant such an injunction or other  equitable  relief.
The  existence of this right shall not  preclude  the Company from  pursuing any
other rights and  remedies at law or in equity  which the Company may have. 

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     (d)  Indemnification.  To the extent  permitted by law,  Consultant will be
indemnified under the articles of incorporation and by-laws,  as applicable,  of
the  Company  or any  subsidiary  thereof  for which  Consultant  is  performing
services  and, to the extent  permitted  under  currently  applicable  insurance
policies,  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 August 1, 1997.


     8.  Assignment.  The  duties  of the  Company  and  Consultant  may  not be
assigned, provided that the obligations of the Company shall be binding upon any
successor to all or  substantially  all of the  Company's  business by purchase,
merger, consolidation or otherwise. 

     9. Independent Contractor.  Consultant is an independent contractor and has
and shall have no power,  nor will Consultant  represent that Consultant has any
power,   to  bind  the  Company  or  to  assume  or  create  any  obligation  or
responsibility  on behalf of the  Company.  Consultant  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.  

     10.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the internal laws of the State of New Jersey  without regard to
its  principles  of conflicts of laws. 

     11. Entire Agreement.  This Agreement  constitutes the entire understanding
of the parties  relating to the subject  matter hereof and  supersedes all prior
and  contemporaneous  agreements  and  understandings,  whether oral or written,
relating  to the  subject  matter  hereof.  The terms of this  Agreement  may be
modified  only by a written  instrument  executed  by the  parties  hereto.  

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     12.  Notice.  Any  notice,  request,   consent,  waiver,  demand  or  other
communication required or permitted under this Agreement shall be effective only
if it is in writing and delivered  personally or sent by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows: 

     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

     If to the Consultant:
           
          Dr. Arthur A. Oliner
          11 Dawes Road
          Lexington, Massachusetts  02173

or to such other person or address as either party may  designate by notice
to the other and shall be deemed to have been given as of the date so personally
delivered or mailed. 

     13.  Severability.  The invalidity or  unenforceability of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision  of this  Agreement.  

     IN WITNESS WHEREOF,  the parties hereto have executed this instrument as of
the day and year first written above. 

                                             MERRIMAC INDUSTRIES, INC.


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




                                                      /s/ Arthur A. Oliner
                                                      -----------------------
                                                      Arthur A. Oliner




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