Exhibit 4.7

                             STOCK PLEDGE AGREEMENT

      This Stock Pledge Agreement (this "Agreement") dated as of April 26, 2004,
between Laurus Master Fund, Ltd. ("Pledgee"), and Conolog Corp. ("Pledgor").

                                   BACKGROUND

      Pledgor has entered into a Securities Purchase Agreement dated as of April
26, 2004 (as amended, modified,  restated or supplemented from time to time, the
"Purchase  Agreement") and a Security  Agreement dated as of the date hereof (as
amended,  modified,  restated or  supplemented  from time to time, the "Security
Agreement") pursuant to which Pledgee provides or will provide certain financial
accommodations to Pledgor.

      In order to induce Pledgee to provide or continue to provide the financial
accommodations  described in the Purchase Agreement and the Security  Agreement,
Pledgor  has agreed to pledge and grant a security  interest  in the  collateral
described herein to Pledgee on the terms and conditions set forth herein.

      NOW,  THEREFORE,  in  consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged,  the parties
hereto agree as follows:

      1. Defined Terms. All capitalized  terms used herein which are not defined
shall have the meanings given to them in the Purchase Agreement.

      2. Pledge and Grant of Security Interest.  To secure the full and punctual
payment and performance of the (a) obligations under the Purchase  Agreement and
the  Security  Agreement  and  (b)  all  other  indebtedness,   obligations  and
liabilities  of Pledgor to Pledgee  whether now existing or  hereafter  arising,
direct or indirect,  liquidated or unliquidated,  absolute or contingent, due or
not due and  whether  under,  pursuant  to or  evidenced  by a note,  agreement,
guaranty,   instrument   or   otherwise   ((a)   and   (b)   collectively,   the
"Indebtedness"),  Pledgor hereby pledges, assigns,  hypothecates,  transfers and
grants  a  security   interest  to  Pledgee  in  all  of  the   following   (the
"Collateral"):

            (a) the shares of stock set forth on  Schedule A annexed  hereto and
expressly  made  a  part  hereof  (the  "Pledged   Stock"),   the   certificates
representing  the Pledged Stock and all dividends,  cash,  instruments and other
property  or  proceeds  from  time to time  received,  receivable  or  otherwise
distributed in respect of or in exchange for any or all of the Pledged Stock;

            (b) all  additional  shares of stock of any  issuer  of the  Pledged
Stock (the  "Issuer")  from time to time  acquired by the Pledgor in any manner,
including,  without limitation,  stock dividends or a distribution in connection
with  any   increase  or  reduction   of  capital,   reclassification,   merger,
consolidation,  sale of assets,  combination of shares, stock split, spin-off or
split-off (which shares shall be deemed to be part of the  Collateral),  and the
certificates  representing  such  additional  shares,  and all dividends,  cash,
instruments  and  other  property  or

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proceeds  from time to time  received,  receivable or otherwise  distributed  in
respect of or in exchange for any or all of such shares; and

            (c)  all  options  and  rights,   whether  as  an  addition  to,  in
substitution  of or in  exchange  for any  shares of the  Pledged  Stock and all
dividends,  cash,  instruments  and other property or proceeds from time to time
received,  receivable or otherwise  distributed in respect of or in exchange for
any or all such options and rights.

      3. Delivery of Collateral. All certificates representing or evidencing the
Pledged Stock shall be delivered to and held by or on behalf of Pledgee pursuant
hereto and shall be  accompanied  by duly  executed  instruments  of transfer or
assignment in blank, all in form and substance satisfactory to Pledgee.  Pledgor
hereby authorizes the Issuer upon demand by Pledgee to deliver any certificates,
instruments  or other  distributions  issued in connection  with the  Collateral
directly  to Pledgee,  in each case to be held by Pledgee,  subject to the terms
hereof.  Upon an Event  of  Default  under  the Note  that has  occurred  and is
continuing  beyond any  applicable  grace period,  Pledgee shall have the right,
during  such  time in its  discretion  and  without  notice to the  Pledgor,  to
transfer to or to register in the name of Pledgee or any of its  nominees any or
all of the Pledged Stock. In addition, Pledgee shall have the right at such time
to exchange certificates or instruments representing or evidencing Pledged Stock
for certificates or instruments of smaller or larger denominations.

      4.  Representations  and  Warranties of Pledgor.  Pledgor  represents  and
warrants to Pledgee (which  representations  and  warranties  shall be deemed to
continue to be made until all of the  Indebtedness has been paid in full and the
Purchase Agreement has been irrevocably terminated) that:

            (a) The  execution,  delivery  and  performance  by  Pledgor of this
Agreement and the pledge of the Collateral  hereunder do not and will not result
in any violation of any agreement,  indenture,  instrument,  license,  judgment,
decree, order, law, statute,  ordinance or other governmental rule or regulation
applicable to Pledgor.

            (b)  This  Agreement  constitutes  the  legal,  valid,  and  binding
obligation of Pledgor enforceable against Pledgor in accordance with its terms.

            (c) Pledgor is the direct and beneficial  owner of each share of the
Collateral.

            (d)  All  of  the  shares  of  the  Pledged  Stock  have  been  duly
authorized, validly issued and are fully paid and nonassessable.

            (e) No consent or approval of any person, corporation,  governmental
body,  regulatory authority or other entity, is or will be necessary for (i) the
execution,  delivery and  performance  of this  Agreement,  (ii) the exercise by
Pledgee of any rights  with  respect to the  Collateral  or (iii) the pledge and
assignment  of,  and  the  grant  of a  security  interest  in,  the  Collateral
hereunder.

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            (f) There are no  pending  or, to the best of  Pledgor's  knowledge,
threatened   actions  or   proceedings   before  any   court,   judicial   body,
administrative  agency or arbitrator  which may materially  adversely affect the
Collateral.

            (g) Pledgor has the requisite power and authority to enter into this
Agreement and to pledge and assign the Collateral to Pledgee in accordance  with
the terms of this Agreement.

            (h) Pledgor  owns each item of the  Collateral  and,  except for the
pledge and security interest granted to Pledgee hereunder,  the Collateral shall
be,  immediately  following the closing of the transactions  contemplated by the
Purchase  Agreement,  free and clear of any  other  security  interest,  pledge,
claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever
(collectively, "Liens").

            (i) There are no  restrictions  on  transfer  of the  Pledged  Stock
contained  in the  certificate  of  incorporation  or  by-laws  of the Issuer or
otherwise  which have not otherwise been  enforceably  and legally waived by the
necessary parties.

            (j) None of the  Pledged  Stock has been  issued or  transferred  in
violation of the securities registration,  securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject.

            (k) The pledge and  assignment of the  Collateral and the grant of a
security  interest under this Agreement vest in Pledgee all rights of Pledgor in
the Collateral as contemplated by this Agreement.

            (l) The Pledged Stock  constitutes one hundred percent (100%) of the
issued and outstanding shares of capital stock of each respective Issuer.

      5. Covenants.  Pledgor  covenants that,  until the  Indebtedness  shall be
satisfied in full and the Purchase Agreement is irrevocably terminated:

            (a) Pledgor will not sell,  assign,  transfer,  convey, or otherwise
dispose of its rights in or to the Collateral or any interest therein;  nor will
Pledgor create, incur or permit to exist any Lien whatsoever with respect to any
of the Collateral or the proceeds thereof other than that created hereby.

            (b) Pledgor will, at its expense,  defend Pledgee's right, title and
security  interest  in and to the  Collateral  against  the  claims of any other
party.

            (c)  Pledgor  shall at any  time,  and from  time to time,  upon the
written  request of Pledgee,  execute and deliver such further  documents and do
such  further  acts and things as  Pledgee  may  reasonably  request in order to
effect  the  purposes  of this  Agreement  including,  but  without  limitation,
delivering  to Pledgee upon the  occurrence  of an Event of Default  irrevocable
proxies in respect of the  Collateral  in form  satisfactory  to Pledgee.  Until
receipt  thereof,  upon an Event of Default under the Note that has occurred and
is  continuing  beyond  any  applicable  grace

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period,  this  Agreement  shall  constitute  Pledgor's  proxy to  Pledgee or its
nominee to vote all shares of Collateral then registered in Pledgor's name.

            (d) Pledgor  will not consent to or approve the  issuance of (i) any
additional  shares  of any  class  of  capital  stock  of the  Issuer;  (ii) any
securities convertible either voluntarily by the holder thereof or automatically
upon the  occurrence  or  nonoccurrence  of any event or condition  into, or any
securities exchangeable for, any such shares.

      6.  Voting  Rights and  Dividends.  In addition  to  Pledgee's  rights and
remedies  set forth in Section 8 hereof,  in case an Event of Default  under the
Note shall have occurred and be continuing,  beyond any  applicable  cure period
Pledgee shall (i) vote the Collateral (ii) be entitled to give consents, waivers
and  ratifications  in respect of the  Collateral  (Pledgor  hereby  irrevocably
constituting and appointing Pledgee, with full power of substitution,  the proxy
and  attorney-in-fact  of Pledgor  for such  purposes)  and (iii) be entitled to
collect  and  receive  for its own use cash  dividends  paid on the  Collateral.
Pledgor shall not be permitted to exercise or refrain from exercising any voting
rights or other powers if, in the  reasonable  judgment of Pledgee,  such action
would have a material  adverse effect on the value of the Collateral or any part
thereof; and, provided, further, that Pledgor shall give at least five (5) days'
written  notice of the  manner in which  Pledgor  intends  to  exercise,  or the
reasons for refraining from exercising,  any voting rights or other powers other
than with respect to any  election of  directors  and voting with respect to any
incidental  matters.  Following  the  occurrence  of an  Event of  Default,  all
dividends and all other distributions in respect of any of the Collateral, shall
be  delivered  to Pledgee to hold as  Collateral  and shall,  if received by the
Pledgor, be received in trust for the benefit of Pledgee, be segregated from the
other property or funds of the Pledgor, and be forthwith delivered to Pledgee as
Collateral in the same form as so received (with any necessary endorsement.

      7. Event of Default.  An Event of Default shall be deemed to have occurred
and may be  declared  by  Pledgee  upon the  happening  of any of the  following
events:

            (a) An "Event of Default"  under any Note shall have occurred and be
continuing beyond any applicable cure period;

            (b)  Pledgor  shall  default  in  the  performance  of  any  of  its
obligations under any agreement between Pledgor and Pledgee, including,  without
limitation,  this Agreement, and such default shall not be cured for a period of
twenty (20) business days after the occurrence thereof;

            (c) Any  material  representation  or warranty  of the Pledgee  made
herein, in the Purchase Agreement, or in any agreement, statement or certificate
given in writing  pursuant  hereto or in connection  therewith shall be false or
misleading  and shall not be cured for a period  of twenty  (20)  business  days
after the occurrence thereof;

            (d) The  Collateral is subjected to levy of  execution,  attachment,
distraint or other judicial process; or the Collateral is the subject of a claim
(other  than by  Pledgee)  of a Lien

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or other right or interest in or to the  Collateral and such levy or claim shall
not be cured,  disputed or stayed  within a period of thirty (30) days after the
occurrence thereof; or

            (e) Pledgor shall (i) apply for,  consent to, or suffer to exist the
appointment of, or the taking of possession by, a receiver,  custodian, trustee,
liquidator or other  fiduciary of itself or of all or a substantial  part of its
property,  (ii) make a general  assignment  for the benefit of creditors,  (iii)
commence a voluntary case under any state or federal  bankruptcy laws (as now or
hereafter in effect),  (iv) be  adjudicated a bankrupt or insolvent,  (v) file a
petition  seeking to take advantage of any other law providing for the relief of
debtors, (vi) acquiesce to, or fail to have dismissed,  within ninety (90) days,
any petition  filed  against it in any  involuntary  case under such  bankruptcy
laws,  or  (vii)  take  any  action  for the  purpose  of  effecting  any of the
foregoing.

      8.  Remedies.  In case an Event of  Default  shall  have  occurred  and be
declared by Pledgee, Pledgee may:

            (a) Transfer any or all of the Collateral into its name, or into the
name of its nominee or nominees;

            (b) Exercise  all  corporate  rights with respect to the  Collateral
including, without limitation, all rights of conversion,  exchange, subscription
or any other  rights,  privileges  or  options  pertaining  to any shares of the
Collateral  as if it were the absolute  owner  thereof,  including,  but without
limitation,  the  right  to  exchange,  at  its  discretion,  any  or all of the
Collateral upon the merger, consolidation,  reorganization,  recapitalization or
other readjustment of the Issuer thereof,  or upon the exercise by the Issuer of
any right,  privilege or option  pertaining  to any of the  Collateral,  and, in
connection therewith,  to deposit and deliver any and all of the Collateral with
any committee,  depository,  transfer agent, registrar or other designated agent
upon such terms and conditions as it may determine, all without liability except
to account for property actually received by it; and

            (c) Subject to any requirement of applicable  law, sell,  assign and
deliver the whole or, from time to time,  any part of the Collateral at the time
held by  Pledgee,  at any  private  sale or at public  auction,  with or without
demand,  advertisement  or  notice  of the time or place of sale or  adjournment
thereof or otherwise (all of which are hereby  waived,  except such notice as is
required  by  applicable  law and cannot be  waived),  for cash or credit or for
other  property for immediate or future  delivery,  and for such price or prices
and on such terms as Pledgee in its sole discretion may determine,  or as may be
required by applicable law.

            Pledgor  hereby  waives and  releases any and all right or equity of
redemption,  whether before or after sale  hereunder.  At any such sale,  unless
prohibited by applicable law,  Pledgee may bid for and purchase the whole or any
part of the Collateral so sold free from any such right or equity of redemption.
All moneys received by Pledgee  hereunder whether upon sale of the Collateral or
any part  thereof or  otherwise  shall be held by Pledgee  and  applied by it as
provided  in Section  10  hereof.  No failure or delay on the part of Pledgee in
exercising any rights hereunder shall operate as a waiver of any such rights nor
shall any single or partial  exercise of any such rights  preclude  any other or
future exercise thereof or the exercise of any

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other  rights  hereunder.  Pledgee  shall have no duty as to the  collection  or
protection  of  the  Collateral  or  any  income  thereon  nor  any  duty  as to
preservation  of any  rights  pertaining  thereto,  except to apply the funds in
accordance with the requirements of Section 10 hereof.  Pledgee may exercise its
rights with respect to property held hereunder  without resort to other security
for or  sources  of  reimbursement  for the  Indebtedness.  In  addition  to the
foregoing,  Pledgee shall have all of the rights,  remedies and  privileges of a
secured party under the Uniform  Commercial  Code of New York  regardless of the
jurisdiction in which enforcement hereof is sought.

      9. Private Sale.  Pledgor  recognizes that Pledgee may be unable to effect
(or to do so only after delay which would adversely  affect the value that might
be realized from the  Collateral) a public sale of all or part of the Collateral
by reason of certain  prohibitions  contained in the Securities  Act, and may be
compelled  to  resort  to one or more  private  sales to a  restricted  group of
purchasers  who will be obliged to agree,  among other  things,  to acquire such
Collateral  for their own  account,  for  investment  and not with a view to the
distribution or resale thereof. Pledgor agrees that any such private sale may be
at prices and on terms less favorable to the seller than if sold at public sales
and that such private sales shall be deemed to have been made in a  commercially
reasonable  manner.  Pledgor agrees that Pledgee has no obligation to delay sale
of any  Collateral  for the  period of time  necessary  to permit  the Issuer to
register the Collateral for public sale under the Securities Act.

      10. Proceeds of Sale. The proceeds of any collection,  recovery,  receipt,
appropriation, realization or sale of the Collateral shall be applied by Pledgee
as follows:

            (a) First,  to the  payment of all costs,  reasonable  expenses  and
charges of Pledgee and to the  reimbursement of Pledgee for the prior payment of
such costs, reasonable expenses and charges incurred in connection with the care
and safekeeping of the Collateral (including, without limitation, the reasonable
expenses of any sale or any other  disposition  of any of the  Collateral),  the
expenses of any taking,  attorneys' fees and reasonable  expenses,  court costs,
any other fees or expenses  incurred or expenditures or advances made by Pledgee
in the  protection,  enforcement  or exercise of its rights,  powers or remedies
hereunder;

            (b) Second, to the payment of the Indebtedness, in whole or in part,
in such order as Pledgee  may elect,  whether or not such  Indebtedness  is then
due;

            (c) Third, to such persons, firms, corporations or other entities as
required by applicable law including, without limitation, Section 9-504(1)(c) of
the UCC; and

            (d) Fourth, to the extent of any surplus to Pledgor or as a court of
competent jurisdiction may direct.

            In the event that the proceeds of any collection, recovery, receipt,
appropriation, realization or sale are insufficient to satisfy the Indebtedness,
Pledgor  shall be  liable  for the  deficiency  plus the  costs  and fees of any
attorneys employed by Pledgee to collect such deficiency.

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      11. Waiver of  Marshaling.  Pledgor  hereby waives any right to compel any
marshaling of any of the Collateral.

      12. No Waiver.  Any and all of Pledgee's  rights with respect to the Liens
granted under this Agreement shall continue unimpaired, and Pledgor shall be and
remain  obligated in accordance with the terms hereof,  notwithstanding  (a) the
bankruptcy,  insolvency  or  reorganization  of  Pledgor,  (b)  the  release  or
substitution  of any item of the  Collateral  at any time,  or of any  rights or
interests therein, or (c) any delay,  extension of time, renewal,  compromise or
other  indulgence  granted by Pledgee in reference  to any of the  Indebtedness.
Pledgor  hereby  waives  all  notice  of any  such  delay,  extension,  release,
substitution, renewal, compromise or other indulgence, and hereby consents to be
bound hereby as fully and effectively as if Pledgor had expressly agreed thereto
in advance.  No delay or extension of time by Pledgee in exercising any power of
sale,  option or other right or remedy  hereunder,  and no failure by Pledgee to
give notice or make demand,  shall constitute a waiver thereof, or limit, impair
or prejudice  Pledgee's  right to take any action against Pledgor or to exercise
any other power of sale, option or any other right or remedy.

      13.  Expenses.  The  Collateral  shall  secure,  and Pledgor  shall pay to
Pledgee  on  demand,  from time to time,  all  reasonable  costs  and  expenses,
(including but not limited to, reasonable  attorneys' fees and costs, taxes, and
all transfer,  recording,  filing and other  charges) of, or incidental  to, the
custody,  care,  transfer,   administration  of  the  Collateral  or  any  other
collateral,   or  in  any  way  relating  to  the  enforcement,   protection  or
preservation  of the rights or remedies of Pledgee under this  Agreement or with
respect to any of the Indebtedness.

      14. Pledgee Appointed  Attorney-In-Fact  and Performance by Pledgee.  Upon
the occurrence of an Event of Default,  Pledgor hereby  irrevocably  constitutes
and appoints  Pledgee as Pledgor's true and lawful  attorney-in-fact,  with full
power of substitution,  to execute,  acknowledge and deliver any instruments and
to do in Pledgor's name,  place and stead,  all such acts,  things and deeds for
and on behalf of and in the name of Pledgor,  which Pledgor could or might do or
which Pledgee may deem  necessary,  desirable or  convenient  to accomplish  the
purposes of this  Agreement,  including,  without  limitation,  to execute  such
instruments  of  assignment  or  transfer or orders and to  register,  convey or
otherwise  transfer title to the Collateral into Pledgee's name.  Pledgor hereby
ratifies  and  confirms  all that  said  attorney-in-fact  may so do and  hereby
declares this power of attorney to be coupled with an interest and  irrevocable.
If Pledgor fails to perform any agreement herein  contained,  Pledgee may itself
perform or cause  performance  thereof,  and any costs and  expenses  of Pledgee
incurred in connection therewith shall be paid by Pledgor as provided in Section
10 hereof.

      15. Waivers.

            (a) EACH PARTY HERETO HEREBY  EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY  CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION (A)  ARISING  UNDER THIS
AGREEMENT OR ANY OTHER INSTRUMENT,  DOCUMENT OR AGREEMENT  EXECUTED OR DELIVERED
IN  CONNECTION  HEREWITH,  OR  (B) IN ANY  WAY  CONNECTED  WITH  OR  RELATED  OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OTHER AGREEMENT

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EXECUTED  OR  DELIVERED  BY THEM IN  CONNECTION  HEREWITH,  OR THE  TRANSACTIONS
RELATED  HERETO OR  THERETO,  IN EACH CASE  WHETHER NOW  EXISTING  OR  HEREAFTER
ARISING,  AND WHETHER  SOUNDING IN CONTRACT OR TORT OR OTHERWISE  AND EACH PARTY
HERETO  HEREBY AGREES AND CONSENTS  THAT ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF
ACTION  SHALL BE DECIDED BY COURT TRIAL  WITHOUT A JURY,  AND THAT ANY PARTY MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE  OF THE  CONSENT  OF EACH  PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY
JURY.

      16. Recapture. Notwithstanding anything to the contrary in this Agreement,
if Pledgee  receives  any payment or  payments  on account of the  Indebtedness,
which  payment or payments or any part  thereof  are  subsequently  invalidated,
declared to be  fraudulent  or  preferential,  set aside  and/or  required to be
repaid to a  trustee,  receiver,  or any other  party  under the  United  States
Bankruptcy  Code,  as  amended,  or  any  other  federal  or  state  bankruptcy,
reorganization,  moratorium  or  insolvency  law  relating to or  affecting  the
enforcement of creditors'  rights generally,  common law or equitable  doctrine,
then to the  extent  of any sum  not  finally  retained  by  Pledgee,  Pledgor's
obligations to Pledgee shall be reinstated  and this  Agreement  shall remain in
full force and effect (or be  reinstated)  until payment shall have been made to
Pledgee, which payment shall be due on demand.

      17.  Captions.  All captions in this  Agreement  are  included  herein for
convenience of reference  only and shall not  constitute  part of this Agreement
for any other purpose.

      18. Miscellaneous.

            (a) This Agreement  constitutes the entire and final agreement among
the parties  with respect to the subject  matter  hereof and may not be changed,
terminated or otherwise  varied except by a writing duly executed by the parties
hereto.

            (b) No waiver of any term or condition of this Agreement, whether by
delay, omission or otherwise, shall be effective unless in writing and signed by
the party sought to be charged,  and then such waiver shall be effective only in
the specific instance and for the purpose for which given.

            (c) In the  event  that  any  provision  of  this  Agreement  or the
application thereof to Pledgor or any circumstance in any jurisdiction governing
this  Agreement  shall,  to any extent,  be invalid or  unenforceable  under any
applicable statute,  regulation,  or rule of law, such provision shall be deemed
inoperative  to the extent that it may  conflict  therewith  and shall be deemed
modified  to  conform  to such  statute,  regulation  or  rule  of law,  and the
remainder  of  this  Agreement  and  the  application  of any  such  invalid  or
unenforceable provision to parties,  jurisdictions,  or circumstances other than
to whom or to which it is held  invalid or  unenforceable  shall not be affected
thereby,  nor shall same  affect the  validity  or  enforceability  of any other
provision of this Agreement.

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            (d) This  Agreement  shall be binding upon  Pledgor,  and  Pledgor's
successors  and  assigns,  and shall  inure to the  benefit of  Pledgee  and its
successors and assigns.

            (e) Any notice or other communication required or permitted pursuant
to this Agreement shall be given in accordance with the Purchase Agreement.

            (f) This  Agreement  shall be governed by and construed and enforced
in all respects in accordance  with the laws of the State of New York applied to
contracts to be performed wholly within the State of New York.

            (g) PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH
COURT  OF  COMPETENT  JURISDICTION  LOCATED  IN THE  STATE  OF NEW  YORK FOR ALL
PURPOSES IN CONNECTION WITH THIS AGREEMENT.  ANY JUDICIAL PROCEEDING  INVOLVING,
DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO
OR CONNECTED WITH THIS AGREEMENT  SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED
IN THE COUNTY OF NEW YORK, STATE OF NEW YORK.  PLEDGOR FURTHER CONSENTS THAT ANY
SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION, ANY
NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED  COURTS OR
A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY
BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT OF
NEW YORK BY  REGISTERED  OR CERTIFIED  MAIL,  RETURN  RECEIPT  REQUESTED,  OR BY
PERSONAL SERVICE  PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED,  OR IN
SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS.  PLEDGOR
WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION  INSTITUTED  HEREON
AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED
UPON FORUM NON CONVENIENS.

            (h) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which when taken  together shall
constitute  one and the same  agreement.  Any signature  delivered by a party by
facsimile transmission shall be deemed an original signature hereto.

                  [Remainder of Page Intentionally Left Blank]

                                      -9-
<PAGE>

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

                                             CONOLOG CORPORATION

                                             By:__________________________
                                                Name:
                                                Title:

                                             LAURUS MASTER FUND, LTD.

                                             By:__________________________
                                                Name:
                                                Title:

                                      -10-
<PAGE>

                    SCHEDULE A to the Stock Pledge Agreement

                                  Pledged Stock

<TABLE>
<CAPTION>

_____________________________________ ___________________ _______________________ __________________ __________________
               Issuer                   Class of Stock      Stock Certificate         Par Value      Number of Shares
               ______                   ______________      __________________        _________      ________________
                                                                  Number
                                                                  ______
_____________________________________ ___________________ _______________________ __________________ __________________
<S>                                   <C>                 <C>                     <C>                <C>
           Nologoc Corp.                    Common
_____________________________________ ___________________ _______________________ __________________ __________________

_____________________________________ ___________________ _______________________ __________________ __________________

_____________________________________ ___________________ _______________________ __________________ __________________

</TABLE>

                                      -11-