Exhibit 4.6

                          SUBSIDIARY SECURITY AGREEMENT

                                              April 26, 2004

To:      Laurus Master Fund, Ltd.
         c/o Onshore Corporate Services, Ltd.
         P.O. Box 1234 G.T
         Queensgate House
         South Church Street
         Grand Cayman, Cayman Islands

Gentlemen:

      1. To secure the payment of all  Obligations (as hereafter  defined),  the
undersigned  hereby grants to you a continuing  security  interest in all of the
following property now owned or at any time hereafter acquired , or in which the
undersigned now has or at any time in the future may acquire any right, title or
interest (the  "Collateral"):  all goods (including but not limited to equipment
but expressly excluding inventory in which the undersigned now have or hereafter
may acquire any right,  title or interest,  all  proceeds  and products  thereof
(including,  without  limitation,  proceeds  of  insurance)  and all  additions,
accessions and substitutions thereto or therefor.

      2. The term "Obligations" as used herein shall mean and include all debts,
liabilities  and  obligations  owing by (a) the undersigned to you hereunder and
under the Guaranty (as amended, modified and supplemented from time to time, the
"Guaranty")  dated as of the date hereof made by the undersigned in favor of you
pursuant to which the undersigned guarantied to you all of Conolog Corporation's
("Conolog")  obligations  to you pursuant to the Securities  Purchase  Agreement
dated as of the date hereof between Conolog and you (as the same may be amended,
modified and supplemented from time to time, the "Conolog  Security  Agreement")
and by (b) Conolog to you  whether  under the Conolog  Security  Agreement,  the
Convertible  Note dated as of the date hereof made by Conolog in favor of you in
the  original   principal   amount  of  $1,200,000  as  amended,   modified  and
supplemented  from  time to time  or  otherwise  (the  "Note")  and the  Related
Agreements (as such term is defined in the Conolog Security Agreement.)

      3. The undersigned hereby  represents,  warrants and covenants to you that
(a) it is a company  validly  existing,  in good  standing  under the law of the
jurisdiction of its incorporation and will provide you thirty days prior written
notice of any change in our  jurisdiction  of  formation;  (b) its legal name is
"Nologoc  Corp." as set forth in its  certificate  of  incorporation  as amended
through the date hereof;  (c) is the lawful owner of the  Collateral and has the
sole right to grant a security  interest  therein and will defend the Collateral
against all claims and demands of all persons and entities;  (d) the undersigned
will keep the  Collateral  free and  clear of all  attachments,  levies,  taxes,
liens,   security   interests  and   encumbrances   of  every  kind  and  nature
("Encumbrances")except   to  the  extent  said   Encumbrance   does  not  secure
indebtedness  in excess of $20,000 and such  Encumbrance is removed or otherwise
released within 10 days of the creation thereof; (e) the undersigned will at its
own respective  cost and expense keep the Collateral in good state of repair and
will not waste or destroy the same or any part thereof; (f) the undersigned will
not without  your prior  written  consent,  sell,  exchange,  lease or otherwise
dispose of any part of the  Collateral  (except  for sales or  inventory  in the
ordinary  course of business) or our rights therein;  (g) the  undersigned  will
insure  the  Collateral  jointly  in our names  against  loss or damage by fire,
theft, burglary,  pilferage, loss in transit and such other hazards as you shall
specify in amounts  and under  policies by  insurers  acceptable  to you and all
premiums thereon shall be paid by the undersigned and the policies  delivered to
you. If the  undersigned  fails to do so, you may procure such insurance and the
cost thereof shall constitute Obligations; (h) the undersigned will at all times
allow you or your  representatives free access to and the right of inspection of
the Collateral;  (i) the undersigned  hereby

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indemnifies  and saves you  harmless  from all loss,  costs,  damage,  liability
and/or expense,  including  reasonable  attorneys' fees, that you may sustain or
incur to enforce  payment,  performance or fulfillment of any of the Obligations
and/or  in  the  enforcement  of  this  Agreement  or  the  Guaranty  or in  the
prosecution  or defense of any action or  proceeding  either  against you or the
undersigned  concerning  any matter  growing out of or in  connection  with this
Agreement,  the  Guaranty  and/or  any  of  the  Obligations  and/or  any of the
Collateral.

      4.  Following the  occurrence  and during the  continuance  of an Event of
Default, you shall have the right to instruct all of my account debtors to remit
payments on all accounts in accordance with your express  written  instructions.
If, despite such  instructions,  the undersigned shall receive any payments with
respect to accounts,  such undersigned  shall receive such payments in trust for
your  benefit,  shall  segregate  such  payments  from its other funds and shall
deliver or cause to be  delivered  to you, in the same form as so received  with
all necessary endorsements,  all such payments as soon as practicable, but in no
event later than two (2) business days after its receipt thereof. You shall have
full power and  authority  to collect  each  account,  through  legal  action or
otherwise, and may settle, compromise, or assign (in whole or in part) the claim
for any account, or otherwise exercise any other right now existing or hereafter
arising with respect to any account if such action will facilitate collection.

      5. The  undersigned  shall be in  default  under this  Agreement  upon the
happening  of any of the  following  events or  conditions,  each such  event or
condition an "Event of Default" (a) the  undersigned  shall fail to pay when due
or  punctually  perform  any of the  Obligations;  (b) any  covenant,  warranty,
representation  or statement  made or furnished to you by the  undersigned or on
our behalf was false in any  material  respect when made or  furnished;  (c) the
loss, theft, substantial damage,  destruction,  sale or encumbrance to or of any
of the  Collateral or the making of any levy,  seizure or attachment  thereof or
thereon  except to the extent said levy,  seizure or attachment  does not secure
indebtedness  in excess of $20,000 and such levy,  seizure or attachment has not
been  removed  or  otherwise  released  within  10 days of the  creation  or the
assertion thereof; (d) the undersigned shall become insolvent, cease operations,
dissolve,  terminate our business existence,  make an assignment for the benefit
of  creditors,  suffer the  appointment  of a receiver,  trustee,  liquidator or
custodian  of all or any part of our  property;  (e) any  proceedings  under any
bankruptcy  or insolvency  law shall be commenced by or against the  undersigned
and if commenced  against the undersigned shall not be dismissed within 30 days;
(f) the undersigned shall repudiate, purport to revoke or fail to perform any of
its  obligations  under the  Guaranty or  hereunder;  or (g) an Event of Default
shall have occurred under and as defined in the Conolog Security Agreement,  the
Note or the Related Agreements.

      6. Upon the occurrence of any Event of Default and at any time thereafter,
you may declare all  Obligations  immediately due and payable and you shall have
the remedies of a secured party  provided in the Uniform  Commercial  Code as in
effect in the State of New York,  this Agreement and other  applicable law. Upon
the occurrence of any Event of Default and at any time thereafter, you will have
the right to take  possession of the Collateral and to maintain such  possession
on our  premises or to remove the  Collateral  or any part thereof to such other
premises as you may desire.  Upon your request,  the undersigned  shall assemble
the Collateral and make it available to you at a place designated by you. If any
notification of intended  disposition of any Collateral is required by law, such
notification, if mailed, shall be deemed properly and reasonably given if mailed
at least ten days before such  disposition,  postage  prepaid,  addressed to the
undersigned  either at our address  shown herein or at any address  appearing on
your records for the undersigned.  Any proceeds of any disposition of any of the
Collateral  shall be applied by you to the payment of all expenses in connection
with the sale of the Collateral,  including reasonable attorneys' fees and other
legal  expenses  and  disbursements  and the  reasonable  expense  of  retaking,
holding,  preparing  for sale,  selling,  and the like,  and any balance of such
proceeds  may be applied by you toward the  payment of the  Obligations  in such
order of application as you may elect,  and the undersigned  shall be liable for
any deficiency.

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      7. If the undersigned  default in the performance or fulfillment of any of
the terms, conditions, promises, covenants, provisions or warranties on our part
to be performed or fulfilled  under or pursuant to this  Agreement,  you may, at
your option without  waiving your right to enforce this  Agreement  according to
its terms,  immediately  or at any time  thereafter  and  without  notice to the
undersigned, perform or fulfill the same or cause the performance or fulfillment
of the same for our account and at our sole cost and  expense,  and the cost and
expense thereof  (including  reasonable  attorneys'  fees) shall be added to the
Obligations and shall be payable on demand with interest  thereon at the highest
rate permitted by law .

      8. the  undersigned  appoints you, any of your officers,  employees or any
other  person or entity whom you may  designate as our  attorney,  with power to
execute such documents in our behalf and to supply any omitted  information  and
correct patent errors in any documents  executed by us or on our behalf; to file
financing  statements  against us covering the  Collateral;  to sign our name on
public records;  and to do all other things you deem necessary to carry out this
Agreement. the undersigned hereby ratifies and approves all acts of the attorney
and neither you nor the attorney  will be liable for any acts of  commission  or
omission,  nor for any error of judgment  or mistake of fact or law.  This power
being coupled with an interest, is irrevocable so long as any Obligations remain
unpaid.

      9. No delay or failure on your part in exercising any right,  privilege or
option  hereunder  shall  operate  as a waiver  of such or of any  other  right,
privilege,  remedy or option,  and no waiver  whatever  shall be valid unless in
writing,  signed by you and then only to the extent  therein  set forth,  and no
waiver by you of any default  shall  operate as a waiver of any other default or
of the same  default on a future  occasion.  Your books and  records  containing
entries with respect to the  Obligations  shall be admissible in evidence in any
action or proceeding,  shall be binding upon us for the purpose of  establishing
the items therein set forth and shall constitute prima facie proof thereof.  You
shall have the right to enforce  any one or more of the  remedies  available  to
you,  successively,  alternately or concurrently.  the undersigned agree to join
with you in executing  financing  statements or other  instruments to the extent
required  by the  Uniform  Commercial  Code in form  satisfactory  to you and in
executing  such other  documents  or  instruments  as may be  required or deemed
necessary by you for purposes of affecting or continuing your security  interest
in the Collateral.

      10. This Agreement  shall be governed by and construed in accordance  with
the laws of the State of New York  without  reference  to its  conflict  of laws
provisions  and  cannot  be  terminated  orally.  All of the  rights,  remedies,
options,  privileges  and elections  given to you  hereunder  shall enure to the
benefit of your  successors  and  assigns.  The term "you" as herein  used shall
include your company,  any parent of your company,  any of your subsidiaries and
any co-subsidiaries of your parent, whether now existing or hereafter created or
acquired, and all of the terms, conditions,  promises, covenants, provisions and
warranties  of this  Agreement  shall enure to the benefit of and shall bind the
representatives, successors and assigns of the undersigned and them. You and the
undersigned  hereby  (a) waive any and all right to trial by jury in  litigation
relating to this  Agreement  and the  transactions  contemplated  hereby and the
undersigned agree not to assert any counterclaim in such litigation,  (b) submit
to the  nonexclusive  jurisdiction  of any New York State  court  sitting in the
borough of  Manhattan,  the city of New York and (c) waive any  objection you or
the  undersigned  may have as to the bringing or maintaining of such action with
any such court.

      11. All notices from you to the undersigned shall be sufficiently given if
mailed or delivered to us at our address set forth below.

                            [SIGNATURE PAGE FOLLOWS]

      IN WITNESS  WHEREOF,  the  parties  hereof  have  executed  this  Security
Agreement this ___ day of April 26, 2004.

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<PAGE>

                                          NOLOGOC CORP.

                                          By:_____________________________

                                               Name:______________________

                                               Title:_____________________


                                          Address:

                                          Telephone No.:__________________

                                          Facsimile No.:__________________


                                          Address:

                                          Telephone No.:__________________

                                          Facsimile No.:__________________

ACKNOWLEDGED:

LAURUS MASTER FUND, LTD.

By:_______________________
   Name:
   Title:

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