Exhibit 4.3

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF
THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO CONOLOG CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

                          SECURED CONVERTIBLE TERM NOTE

      FOR VALUE  RECEIVED,  CONOLOG  CORPORATION,  a Delaware  corporation  (the
"Borrower"),  hereby promises to pay to LAURUS MASTER FUND,  LTD., c/o Ironshore
Corporate  Services Ltd.,  P.O. Box 1234 G.T.,  Queensgate  House,  South Church
Street, Grand Cayman,  Cayman Islands,  Fax:  345-949-9877 (the "Holder") or its
registered  assigns or successors in interest,  on order, the sum of One Million
Two Hundred Thousand DOLLARS ($1,200,000),  together with any accrued and unpaid
interest hereon, on April 26, 2007 (the "Maturity Date") if not sooner paid.

      Capitalized  terms used herein without  definition shall have the meanings
ascribed to such terms in that certain Securities Purchase Agreement dated as of
the date hereof between the Borrower and the Holder (the "Purchase Agreement").

The following terms shall apply to this Note:

                                    ARTICLE I
                             INTEREST & AMORTIZATION

      1.1  Interest  Rate and  Payment.  (a)  Subject to  Sections  4.10 and 5.6
hereof,  interest  payable  on this Note  shall  accrue at a rate per annum (the
"Interest  Rate") equal to the "prime rate" published in The Wall Street Journal
from time to time,  The prime rate shall be  increased  or decreased as the case
may be for each  increase or  decrease  in the prime rate in an amount  equal to
such  increase or decrease in the prime rate;  each change to be effective as of
the day of the change in such  rate.  The  Interest  Rate shall not be less than
four percent  (4.0%) (the "Interest Rate Floor") unless the Borrower shall be in
compliance  with  Section  2.2  hereof  . If  the  Borrower  has  satisfied  the
requirements  of  Section  2.2  hereof,  the  Interest  Rate will be  subject to
adjustment  as set forth in  Section  1.1(b).  In no event,  however,  shall the
Interest  Rate be less than zero  percent  (0.00%).  Interest  shall be  payable
monthly  in  arrears  commencing  on  May 1,  2004,  on the  first  day of  each
consecutive  calendar month thereafter  (each, a "Repayment  Date"),  and on the
Maturity Date, whether by acceleration or otherwise.

      1.1  (b) On the  last  business  day of each  month  hereafter  until  the
Maturity  Date  (each a  "Determination  Date"),  the  Interest  Rate  shall  be
decreased as follows:  if (i) the Borrower  shall have  registered the shares of
the  Borrower's  common stock  underlying  the  conversion  of the Note and

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<PAGE>

that  certain  warrant  issued to Holder on a  registration  statement  declared
effective by the SEC, and (ii) the volume  weighted  average price of the Common
Stock as reported by Bloomberg,  L.P. on the principal  market for the five ( 5)
trading  days  immediately  preceding  a  Determination  Date  exceeds  the then
applicable Fixed Conversion Price, the Interest Rate for the succeeding calendar
month  shall  automatically  be  reduced  by 50 basis  points  (0.50%)  for each
incremental twenty five percent (25%) increase in the market price of the Common
Stock above the then applicable Fixed Conversion Price.

      1.2  Minimum  Monthly  Principal  Payments.  Amortizing  payments  of  the
aggregate  principal  amount  outstanding  under  this  Note  at any  time  (the
"Principal  Amount")  shall  begin on May 1, 2005 and  shall  recur on the first
calendar day of each succeeding  month thereafter until the Maturity Date (each,
an  "Amortization  Date").  Subject to Section 3 below,  beginning  on the first
Amortization  Date,  the Borrower  shall make monthly  payments to the Holder on
each Repayment Date, each in the amount of $50,000.00, together with any accrued
and unpaid interest to date on such portion of the Principal Amount plus any and
all other  amounts  which are then owing  under this Note but have not been paid
(collectively, the "Monthly Amount").

                                   ARTICLE II
                           CONVERSION REPAYMENT OPTION

      2.1 (a) Payment of Monthly Amount in Cash or Common Stock.  Subject to the
terms  hereof,  the Holder  shall have the sole option to  determine  whether to
elect to accept  payment of the Monthly  Amount on each Repayment Date either in
cash or in shares of Common Stock (as defined in the Purchase  Agreement),  or a
combination  of both.  Each month by the fifth (5th)  business day prior to each
Amortization  Date (the "Notice  Date"),  the Holder shall deliver to Borrower a
written notice in the form of Exhibit B attached  hereto electing to convert the
Monthly  Amount  payable  on the next  Repayment  Date in either  cash or Common
Stock,  or a combination  of both (each, a "Repayment  Election  Notice") . If a
Repayment  Election  Notice is not  delivered  by the  Holder  on or before  the
applicable  Notice Date for such Repayment Date, then the Borrower shall pay the
Monthly  Amount due on such  Repayment  Date in cash. Any portion of the Monthly
Amount paid in cash on a Repayment  Date,  shall be paid to the Holder an amount
equal to 100%of the  principal  portion of the  Monthly  Amount due and owing to
Holder on the  Repayment  Date.  If the Holder  converts all or a portion of the
Monthly Amount in shares of Common Stock, the number of such shares to be issued
by the  Borrower  to the  Holder  on such  Repayment  Date  shall be the  number
determined  by  dividing  (x) the  portion of the  Monthly  Amount to be paid in
shares of Common Stock, by (y) the then applicable Fixed  Conversion  Price. For
purposes hereof, the initial "Fixed Conversion Price" means $1.06.

      (b) Monthly Amount Conversion Guidelines. Subject to Sections 2.1(a), 2.2,
and 3.2  hereof,  the  Holder  shall  elect to  convert  all or a portion of the
Monthly  Amount  due on each  Repayment  Date in shares  of Common  Stock if the
closing  price of the  Common  Stock  as  reported  by  Bloomberg,  L.P.  on the
Principal  Market (as  defined in Section  4.7  hereof) for the five (5) trading
days preceding such Repayment Date was greater than 110% of the Fixed Conversion
Price and .

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<PAGE>

Any part of the Monthly  Amount due on a Repayment  Date that the Holder has not
elected to convert  into shares of Common Stock shall be paid by the Borrower in
cash  on  such  Repayment  Date.  Any  part of the  Monthly  Amount  due on such
Repayment  Date which the Holder has  elected to convert  into  shares of Common
Stock but which  must be paid in cash (as a result of the  closing  price of the
Common  Stock  on one or  more  of the  five  (5)  trading  days  preceding  the
applicable  Repayment  Date was less than 110% of the  Fixed  Conversion  Price)
shall be paid in cash within three (3) business days of the applicable Repayment
Date.

      2.2 No Effective  Registration.  Notwithstanding  anything to the contrary
herein,  none of the Borrower's  obligations to the Holder may be converted into
Common Stock unless (i) an effective current Registration  Statement (as defined
in the Registration  Rights Agreement) covering the shares of Common Stock to be
issued in connection with satisfaction of such obligations exists, (ii) no Event
of Default  hereunder exists and is continuing,  unless such Event of Default is
cured within any applicable cure period or is otherwise waived in writing by the
Holder  in whole or in part at the  Holder's  option  (iii)  an  exemption  from
registration  of the Common  Stock is  available  to pursuant to Rule 144 of the
Securities Act.

      Any amounts  converted by the Holder pursuant to this Section 2.2 shall be
deemed to  constitute  payments  of  outstanding  principal  applying to Monthly
Amounts for the remaining Repayment Dates in chronological order.

      2.3  Prepayments  in Common Stock.  Subject to Section 2.2 hereof,  if the
closing price of the Common Stock on the  Principal  Market is greater than 110%
of the Fixed  Conversion  Price for a period of at least thirty (30) consecutive
trading  days,  then the Holder at its sole option,  shall  provide the Borrower
written notice (a "Prepayment Call Notice") requiring the conversion at the then
applicable  Fixed  Conversion  Price  of all  or a  portion  of the  outstanding
principal,  interest and fees outstanding under this Note (subject to compliance
with Section 2.3 and 3.2),  together  with accrued  interest on the amount being
prepaid,  as of  the  date  set  forth  in  such  Prepayment  Call  Notice  (the
"Prepayment  Call Date").  The  Prepayment  Call Date shall be at least ten (10)
trading days following the date of the Prepayment  Call Notice On the Prepayment
Call Date, the Holder shall deliver to the Borrower certificates  evidencing the
shares of Common  Stock issued in  satisfaction  of the  principal  and interest
being  prepaid.  Notwithstanding  the  foregoing,  the Holder's right to convert
shares of Common Stock in satisfaction of the Borrower's  obligations under this
Note  shall be  subject  to the  limitation  that the number of shares of Common
Stock issued in connection  with any Prepayment Call Notice shall not exceed ten
percent (10% )of the aggregate dollar trading volume of the Common Stock for the
ten (10) trading days  immediately  preceding the Prepayment  Call Date (as such
volume is reported by  Bloomberg  L.P.).  If the price of the Common Stock falls
below 110% of the then  applicable  Fixed  Conversion  Price during the ten (10)
trading day period  immediately  preceding the  Prepayment  Call Date,  then the
Holder will then be  required  to convert  only such amount of the Note as shall
equal ten percent (10%) of the aggregate  dollar  trading volume (as such volume
is reported by  Bloomberg  L.P.) for each day that the Common Stock has exceeded
110% of the then applicable Fixed Conversion Price.

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<PAGE>

      The  Holder  shall not be  permitted  to give the  Borrower  more than one
Prepayment Call Notice under this Note during any 22-day period.

      2.4 Optional  Redemption  in Cash.  The  Borrower  will have the option of
prepaying  this Note  ("Optional  Redemption")  by paying to the Holder a sum of
money equal to one hundred thirty percent (125%) of the principal amount of this
Note  together  with accrued but unpaid  interest  thereon and any and all other
sums due, accrued or payable to the Holder arising under this Note, the Security
Agreement,  or any Ancillary  Agreement  (as defined in the Security  Agreement)
(the  "Redemption  Amount")  outstanding on the day written notice of redemption
(the "Notice of  Redemption")  is given to the Holder.  The Notice of Redemption
shall specify the date for such Optional  Redemption  (the  "Redemption  Payment
Date")  which  date  shall be seven  (7) days  after  the date of the  Notice of
Redemption  (the  "Redemption  Period").  A Notice  of  Redemption  shall not be
effective  with  respect to any  portion of this Note for which the Holder has a
pending election to convert pursuant to Section 3.1, or for conversions  elected
to be made by the Holder  pursuant to Section 3.1 during the Redemption  Period.
The  Redemption  Amount  shall  be  determined  as if such  Holder's  conversion
elections  had been  completed  immediately  prior to the date of the  Notice of
Redemption.  On the Redemption  Payment Date, the Redemption Amount must be paid
in good  funds  to the  Holder.  In the  event  the  Borrower  fails  to pay the
Redemption  Amount on the Redemption  Payment Date, then such Redemption  Notice
will be null and void.

                                   ARTICLE III
                                CONVERSION RIGHTS

      3.1. Holder's  Conversion Rights. The Holder shall have the right, but not
the obligation,  to convert all or any portion of the then aggregate outstanding
principal amount of this Note,  together with interest and fees due hereon, into
shares of Common  Stock  subject to the terms and  conditions  set forth in this
Article III. The Holder may exercise such right by delivery to the Borrower of a
written  notice of  conversion  not less than one (1) day prior to the date upon
which such conversion  shall occur.  The date upon which such  conversion  shall
occur is (the "Conversion Date").

      3.2 Conversion  Limitation.  Notwithstanding  anything contained herein to
the contrary,  the Holder shall not be entitled to convert pursuant to the terms
of this Note an amount that would be convertible  into that number of Conversion
Shares  which  would (i) exceed the  difference  between the number of shares of
Common  Stock  beneficially  owned by such Holder or issuable  upon  exercise of
warrants held by such Holder and 4.99% of the outstanding shares of Common Stock
of the Borrower or (ii) exceed twenty five percent (25%) of the aggregate dollar
trading  volume  of the  Common  Stock  for  the ten  (10)  day  trading  period
immediately  preceding any  conversion  made pursuant to the terms of this Note.
For the purposes of the immediately  preceding  sentence,

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<PAGE>

beneficial ownership shall be determined in accordance with Section 13(d) of the
Exchange Act and Regulation 13d-3 thereunder. The Holder may void the Conversion
Share limitation  described in this Section 3.2 upon 75 days prior notice to the
Borrower  or  without  any  notice   requirement   upon  an  Event  of  Default.
Notwithstanding  anything contained herein to the contrary, the number of shares
of Common Stock issuable by the Borrower and acquirable by the Holder at a price
below $ 1.06 [market  price of the stock at closing]  per share  pursuant to the
terms of this Note  and/or  the  Warrant  issued by the  Borrower  to the Holder
pursuant to that certain Securities Purchase Agreement dated April 26, 2004 (the
"April Transaction Documents"),  shall not exceed an aggregate of 459,770 shares
of the Borrower's  Common Stock,  (subject to  appropriate  adjustment for stock
splits, stock dividends, or other similar recapitalizations affecting the Common
Stock)(the  "Maximum  Common  Stock  Issuance"),  unless the  issuance of shares
hereunder in excess of the Maximum Common Stock Issuance shall first be approved
by the  Borrower's  shareholders.  If at any point in time and from time to time
the number of shares of Common Stock  issued  pursuant to the terms of the April
Transaction  Documents  would exceed the Maximum  Common Stock  Issuance but for
this Section 3.2, the Borrower shall promptly,  but no later than July 31, 2004,
call a shareholders  meeting to solicit shareholder approval for the issuance of
the shares of Common  Stock  hereunder  in excess of the  Maximum  Common  Stock
Issuance.

      3.3  Mechanics  of Holder's  Conversion.  (a) In the event that the Holder
elects to convert this Note into Common  Stock,  the Holder shall give notice of
such  election by  delivering  an executed and  completed  notice of  conversion
("Notice of  Conversion")  to the Borrower and such Notice of  Conversion  shall
provide a  breakdown  in  reasonable  detail of the  Principal  Amount,  accrued
interest  and fees being  converted.  On each  Conversion  Date (as  hereinafter
defined) and in accordance with its Notice of Conversion,  the Holder shall make
the appropriate reduction to the Principal Amount,  accrued interest and fees as
entered in its records and shall provide  written notice thereof to the Borrower
within two (2) business  days after the  Conversion  Date.  Each date on which a
Notice of  Conversion  is delivered or  telecopied to the Borrower in accordance
with the provisions  hereof shall be deemed a Conversion  Date (the  "Conversion
Date").  A form of Notice of  Conversion to be employed by the Holder is annexed
hereto as Exhibit A.

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<PAGE>

      (b) Pursuant to the terms of the Notice of  Conversion,  the Borrower will
issue  instructions  to the transfer agent  accompanied by an opinion of counsel
within  three (3)  business  days of the date of the delivery to Borrower of the
Notice  of  Conversion  and shall  cause  the  transfer  agent to  transmit  the
certificates  representing the Conversion  Shares to the Holder by crediting the
account of the Holder's  designated broker with the Depository Trust Corporation
("DTC") through its Deposit  Withdrawal Agent Commission  ("DWAC") system within
three  (3)  business  days  after  receipt  by the  Borrower  of the  Notice  of
Conversion (the "Delivery  Date"). In the case of the exercise of the conversion
rights set forth herein the  conversion  privilege  shall be deemed to have been
exercised  and the  Conversion  Shares  issuable upon such  conversion  shall be
deemed to have been  issued  upon the date of  receipt  by the  Borrower  of the
Notice of Conversion. The Holder shall be treated for all purposes as the record
holder of such Common  Stock,  unless the Holder  provides the Borrower  written
instructions to the contrary.

      3.4 Conversion Mechanics.

      (a) The number of shares of Common Stock to be issued upon each conversion
of this Note shall be  determined  by dividing that portion of the principal and
interest  and  fees  to be  converted,  if any,  by the  then  applicable  Fixed
Conversion  Price.  In the event of any  conversions  of  outstanding  principal
amount under this Note in part  pursuant to this Article III,  such  conversions
shall be  deemed to  constitute  conversions  of  outstanding  principal  amount
applying to Monthly Amounts for the remaining  Repayment Dates in  chronological
order.  By way of  example,  if the  original  principal  amount of this Note is
$1,200,000 and the Holder  converted  $60,000 of such original  principal amount
prior to the first Repayment Date, then (1) the principal  amount of the Monthly
Amount due on the first Repayment Date would equal $0, (2) the principal  amount
of the Monthly  Amount due on the second  Repayment Date would equal $10,000 and
(3) the principal  amount of the Monthly Amount due on the third Repayment Dates
would be $50,000.

      (b) The  Fixed  Conversion  Price and  number  and kind of shares or other
securities to be issued upon  conversion  is subject to adjustment  from time to
time upon the occurrence of certain events, as follows:

      A. Stock Splits, Combinations and Dividends. If the shares of Common Stock
are  subdivided or combined into a greater or smaller number of shares of Common
Stock,  or if a dividend is paid on the Common Stock in shares of Common  Stock,
the Fixed Conversion Price or the Conversion Price, as the case may be, shall be
proportionately  reduced in case of  subdivision  of shares or stock dividend or
proportionately  increased in the case of  combination  of shares,  in each such
case by the ratio which the total number of shares of Common  Stock  outstanding
immediately after such event bears to the total number of shares of Common Stock
outstanding immediately prior to such event.

      B.  During the period the  conversion  right  exists,  the  Borrower  will
reserve from its  authorized  and unissued  Common Stock a sufficient  number of
shares to provide for the issuance of

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<PAGE>

Common Stock upon the full conversion of this Note. The Borrower represents that
upon  issuance,  such  shares will be duly and  validly  issued,  fully paid and
non-assessable.  The  Borrower  agrees  that its  issuance  of this  Note  shall
constitute full authority to its officers,  agents,  and transfer agents who are
charged with the duty of executing and issuing stock certificates to execute and
issue the necessary  certificates for shares of Common Stock upon the conversion
of this Note.

      C. Share Issuances.  Subject to the provisions of this Section 3.4, if the
Borrower  shall at any time prior to the  conversion or repayment in full of the
Principal  Amount  issue any shares of Common  Stock to a person  other than the
Holder  (except  (i)  pursuant to  Subsections  A or B above;  (ii)  pursuant to
options,  warrants, or other obligations to issue shares outstanding on the date
hereof as disclosed to Holder in writing;  (iii) pursuant to options that may be
issued under any employee  incentive  stock option  and/or any  qualified  stock
option plan, or as part of any incentive,  bonus or compensation plan adopted by
the  Borrower or (iv) to its  employees,  or  consultants  and  suppliers in the
ordinary  course  of  business  as it is  currently  being  conducted,  provided
however,  that such  issuances  pursuant to this section C shall (vi) not exceed
250,000  shares in any calendar  year (vii) be at an issue price per share above
the  then  applicable  Fixed  Conversion  Price,  and  (viii)  be in the form of
restricted  stock) for a  consideration  per share (the "Offer Price") less than
the Fixed  Conversion  Price in effect  at the time of such  issuance,  then the
Fixed Conversion Price shall be immediately reset to such lower Offer Price.

      D.  Reclassification,   etc.  If  the  Borrower  at  any  time  shall,  by
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different  number of  securities  of any class or classes,  this Note, as to the
unpaid Principal Amount and accrued interest thereon, shall thereafter be deemed
to evidence the right to purchase an adjusted number of such securities and kind
of  securities  as would have been  issuable  as the result of such  change with
respect to the Common Stock immediately prior to such  reclassification or other
change.

      3.5 Issuance of New Note. Upon any partial  conversion of this Note, a new
Note  containing the same date and provisions of this Note shall, at the request
of the Holder, be issued by the Borrower to the Holder for the principal balance
of this Note and  interest  which  shall not have been  converted  or paid.  The
Borrower will pay no costs,  fees or any other  consideration  to the Holder for
the production and issuance of a new Note.

                                   ARTICLE IV
                                EVENTS OF DEFAULT

      Upon the  occurrence  and  continuance  of an Event of Default  beyond any
applicable grace period, the Holder may make all sums of principal, interest and
other fees then remaining unpaid hereon and all other amounts payable  hereunder
due and payable  within five (5) business days after written  notice from Holder
to Borrower (each occurrence  being a "Default Notice Period").  In the event of
such an  acceleration,  the amount due and owing to the Holder  shall be 125% of
the

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<PAGE>

outstanding  principal  amount of the Note (plus accrued and unpaid interest and
fees,  if any).  If, with  respect to any Event of Default  other than a payment
default  described in Section 4.1 below,  within the Default  Notice  Period the
Borrower  cures the Event of Default,  the Event of Default will be deemed to no
longer exist and any rights and remedies of Holder  pertaining  to such Event of
Default will be of no further force or effect.

      The occurrence of any of the following events is an "Event of Default":

      4.1 Failure to Pay  Principal,  Interest or other Fees. The Borrower fails
to pay when due any  installment of principal,  interest or other fees hereon in
accordance herewith,  or the Borrower fails to pay when due any amount due under
any other promissory note issued by Borrower.

      4.2 Breach of  Covenant.  The Borrower  breaches any material  covenant or
other term or condition  of this Note or the Purchase  Agreement in any material
respect and such breach,  if subject to cure,  continues  for a period of thirty
(30) days after the occurrence thereof.

      4.3 Breach of Representations and Warranties.  Any material representation
or warranty of the Borrower made herein,  in the Purchase  Agreement,  or in any
Related  Document (as defined in the  Purchase  Agreement)  shall be  materially
false or  misleading  and shall  not be cured  for a period of thirty  (30) days
after the occurrence thereof.

      4.4 Receiver or Trustee.  The Borrower  shall make an  assignment  for the
benefit of creditors,  or apply for or consent to the  appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a receiver or trustee shall otherwise be appointed.

      4.5 Judgments.  Any money judgment, writ or similar final process shall be
entered or filed against the Borrower or any of its property or other assets for
more than  $250,000,  and shall  remain  unvacated,  unbonded or unstayed  for a
period of ninety (90) days.

      4.6  Bankruptcy.  Bankruptcy,  insolvency,  reorganization  or liquidation
proceedings  or other  proceedings or relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Borrower.

      4.7 Stop  Trade.  An SEC stop  trade  order or  Principal  Market  trading
suspension  of the Common Stock shall be in effect for 5  consecutive  days or 5
days during a period of 10 consecutive days, excluding in all cases a suspension
of all trading on a Principal Market,  provided that the Borrower shall not have
been able to cure such trading  suspension  within 30 days of the notice thereof
or list the Common  Stock on  another  Principal  Market  within 60 days of such
notice.  The "Principal  Market" for the Common Stock shall include the NASD OTC
Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System,  American
Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the
time the  principal  trading  exchange  or market for the Common  Stock,  or any
securities exchange or other securities market on which the Common Stock is then
being listed or traded.

                                       8
<PAGE>

      4.8 Failure to Deliver  Common Stock or  Replacement  Note. The Borrower's
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required by this Note, and Section 9 of the Purchase Agreement,  if such failure
to timely  deliver  Common  Stock shall not be cured  within  three (3) business
days. If Borrower is required to issue a replacement Note to Holder and Borrower
shall fail to deliver such replacement Note within seven (7) Business Days.

      4.9 Default Under Related  Agreements.  The occurrence and  continuance of
any Event of Default as defined in the Related Agreements.

                           DEFAULT RELATED PROVISIONS

      4.10 Payment  Grace Period.  The Borrower  shall have a three (3) business
day grace period to pay any monetary amounts due under this Note or the Purchase
Agreement or any Related Agreement,  after which grace period a default interest
rate of two  percent  (2%) per month  shall  apply to the  monetary  amounts due
hereunder.

      4.11 Conversion Privileges. The conversion privileges set forth in Article
III shall remain in full force and effect  immediately  from the date hereof and
until this Note is paid in full.

      4.12  Cumulative   Remedies.   The  remedies  under  this  Note  shall  be
cumulative.

                                    ARTICLE V
                                  MISCELLANEOUS

      5.1 Failure or Indulgence  Not Waiver.  No failure or delay on the part of
the Holder  hereof in the exercise of any power,  right or  privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other  right,  power or  privilege.  All  rights  and  remedies  existing
hereunder  are  cumulative  to, and not  exclusive  of,  any rights or  remedies
otherwise available.

      5.2 Notices.  Any notice herein required or permitted to be given shall be
in writing and shall be deemed  effectively given: (a) upon personal delivery to
the party notified, (b) when sent by confirmed telex or facsimile if sent during
normal  business hours of the recipient,  if not, then on the next business day,
(c) five days after having been sent by  registered  or certified  mail,  return
receipt  requested,  postage  prepaid,  or (d)  one  day  after  deposit  with a
nationally  recognized  overnight  courier,  specifying next day delivery,  with
written  verification  of  receipt.  All  communications  shall  be  sent to the
Borrower  at  the  address  provided  in  the  Purchase  Agreement  executed  in
connection  herewith,  and to the Holder at the address provided in the Purchase
Agreement  for such  Holder,  with a copy to John E.  Tucker,  Esq.,  825  Third
Avenue,  14th Floor, New York, New York 10022,  facsimile number (212) 541-4434,
or at such other address as the Borrower or the Holder may designate by ten days
advance written notice to the other parties hereto. A Notice of Conversion shall
be deemed given when made to the Borrower pursuant to the Purchase Agreement.

      5.3 Amendment  Provision.  The term "Note" and all reference  thereto,  as
used  throughout

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<PAGE>

this instrument,  shall mean this instrument as originally executed, or if later
amended or supplemented,  then as so amended or supplemented,  and any successor
instrument  issued  pursuant  to  Section  3.5  hereof,  as it may be amended or
supplemented.

      5.4  Assignability.  This Note shall be binding  upon the Borrower and its
successors  and  assigns,  and shall  inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with the
requirements of the Purchase Agreement.

      5.5  Governing  Law.  This Note  shall be  governed  by and  construed  in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of laws.  Any action  brought by either  party  against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state of
New York.  Both  parties and the  individual  signing this Note on behalf of the
Borrower  agree to submit to the  jurisdiction  of such courts.  The  prevailing
party  shall  be  entitled  to  recover  from the  other  party  its  reasonable
attorney's  fees and  costs.  In the event  that any  provision  of this Note is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any such provision which may prove invalid or  unenforceable  under any law
shall not affect the validity or unenforceability of any other provision of this
Note. Nothing contained herein shall be deemed or operate to preclude the Holder
from  bringing  suit or taking  other legal  action  against the Borrower in any
other  jurisdiction  to  collect on the  Borrower's  obligations  to Holder,  to
realize on any  collateral  or any other  security for such  obligations,  or to
enforce a judgment or other court in favor of the Holder.

      5.6  Maximum  Payments.  Nothing  contained  herein  shall  be  deemed  to
establish  or require  the  payment of a rate of  interest  or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Borrower  to the Holder and thus  refunded to the
Borrower.

      5.7 Security Interest. The holder of this Note has been granted a security
interest in certain  assets of the Borrower  more fully  described in a Security
Agreement dated as of Feburary __, 2004.

      5.8  Construction.   Each  party   acknowledges  that  its  legal  counsel
participated in the preparation of this Note and, therefore, stipulates that the
rule of construction  that  ambiguities are to be resolved  against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against the other.

      5.9 Cost of  Collection.  If default is made in the  payment of this Note,
the  borrower  shall pay to Holder  reasonable  costs of  collection,  including
reasonable attorney's fees.

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<PAGE>

       [Balance of page intentionally left blank; signature page follows.]

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<PAGE>

      IN WITNESS  WHEREOF,  Borrower has caused this Convertible Term Note to be
signed in its name effective as of this 26th day of April, 2004.

                                           CONOLOG CORPORATION

                                           By:________________________________
                                           Name:______________________________
                                           Title:_____________________________

WITNESS:

________________________________

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<PAGE>

                                    EXHIBIT A

                              NOTICE OF CONVERSION

(To be  executed  by the Holder in order to convert all or part of the Note into
Common Stock

[Name and Address of Holder]

The Undersigned hereby elects to convert $_________ of the principal due on
[specify applicable Repayment Date] under the Convertible Term Note issued by
CONOLOG CORPORATION dated April 26, 2004 by delivery of Shares of Common Stock
of CONOLOG CORPORATION on and subject to the conditions set forth in Article III
of such Note.

1.    Date of Conversion _______________________

2.    Shares To Be Delivered: _______________________

                                              By:_______________________________
                                              Name:_____________________________
                                              Title:____________________________

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<PAGE>

                                    EXHIBIT B

                            CONVERSIONELECTION NOTICE

(To be  executed  by the  Holder  in order to  convert  all or part of a Monthly
Amount into Common Stock)

[Name and Address of Holder]

Holder hereby elects to convert $_________ of the Monthly Amount due on [specify
applicable Repayment Date] under the Convertible Term Note issued by CONOLOG
CORPORATION dated _______, 200__ by delivery of Shares of Common Stock of
CONOLOG CORPORATION on and subject to the conditions set forth in Article III of
such Note.

1.    Fixed Conversion Price: $_______________________

2.    Amount to be paid: $_______________________

3.    Shares To Be Delivered (2 divided by 1): __________________

4.    Cash payment to be made by Borrower : $_____________________

Date: ____________                             LAURUS  MASTER FUND, LTD.

                                               By:______________________________
                                               Name:____________________________
                                               Title:___________________________

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