EXHIBIT 4.1

                               CONOLOG CORPORATION

                            2007 STOCK INCENTIVE PLAN


                                   ARTICLE I.

                        PURPOSE AND ADOPTION OF THE PLAN

1.1.PURPOSE. The purpose of the Conolog Corporation 2007 Stock Incentive Plan
(hereinafter referred to as the "Plan") is to retain directors, executives,
employees and selected consultants and reward them for making contributions to
the success of the Company. These objectives are accomplished by making awards
under the Plan thereby providing participants with a proprietary interest in the
growth and performance of the Company.


1.2. ADOPTION AND TERM. The Plan has been approved by the Board of Directors
(hereinafter referred to as the "Board") of Conolog Corporation (hereinafter
referred to as the "Company"), and is being submitted to the Company's
shareholders for approval. Provided that the Plan is approved by shareholders
holding the required number of shares of the Company's common stock to approve
the Plan under Delaware law, it shall become effective at the time of such
approval. The Plan shall remain in effect until the Plan is terminated by action
of the Board or all shares of Common Stock reserved for issuance under the Plan
have been granted.

                                   ARTICLE II.

                                     SHARES

2.1. NUMBER OF SHARES ISSUABLE. The total number of shares initially authorized
to be issued under the Plan shall be 800,000 shares of common stock of the
Company, par value $0.01 per share ("Common Stock").

                                  ARTICLE III.

                                  PARTICIPATION

3.1. ELIGIBLE PARTICIPANTS. Participants in the Plan shall be such directors,
officers, employees and/or consultants of the Company as the Board, in its sole
discretion, may designate from time to time. The Board's issuance of Common
Stock to a participant in any year shall not require the Board to designate such
person to receive Common Stock in any other year. The Board shall consider such
factors as it deems pertinent in selecting participants and in determining the
amount of Common Stock to be issued.

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                                   ARTICLE IV.

                                  MISCELLANEOUS

4.1 INVESTMENT INTENT. All shares granted under the Plan are intended to be
exempt from registration under the Securities Act of 1933, as amended (the
"Securities Act"). Unless and until the sale and issuance of Common Stock
subject to the Plan are registered under the Securities Act or shall be exempt
pursuant to the rules promulgated thereunder, each grant under the Plan shall
provide that the purchases or other acquisitions of Stock thereunder shall be
for investment purposes and not with a view to, or for resale in connection
with, any distribution thereof. Further, unless the issuance and sale of the
Common Stock have been registered under the Securities Act, each grant shall
provide that no shares shall be sold unless and until (i) all then applicable
requirements of state and federal laws and regulatory agencies shall have been
fully complied with to the satisfaction of the Company and its counsel, and (ii)
if requested to do so by the Company, the person who is to receive a grant of
Common Stock pursuant to the Plan shall execute and deliver to the Company a
letter of investment intent and/or such other form related to applicable
exemptions from registration, all in such form and substance as the Company may
require. If shares are issued pursuant to the Plan without registration under
the Securities Act, subsequent registration of such shares shall relieve the
recipient of a grant of shares of Common Stock pursuant to the Plan of any
investment restrictions or representations made upon the sale of such shares.

4.2 AMENDMENT, MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE PLAN. The Board
may, insofar as permitted by law, from time to time, suspend or terminate the
Plan or revise or amend it in any respect whatsoever, except that without the
approval of the shareholders of the Company, no such revision or amendment shall
(i) increase the number of shares subject to the Plan, (ii) materially increase
the benefits to participants, or (ii) change the class of persons eligible to
receive grants under the Plan; provided, however, no such action shall alter or
impair the rights and obligations under any outstanding shares of Common Stock
which were granted pursuant to the Plan without the written consent of the
recipients of such shares. No shares of Common Stock may be issued while the
Plan is suspended or after it is terminated, but the rights and obligations
under any shares of Common Stock issued while the Plan is in effect shall not be
impaired by suspension or termination of the Plan.

4.3 STOCK SPLITS, STOCK DIVIDENDS COMBINATIONS OR RECLASSIFICATIONS. In the
event of any change in the outstanding stock of the Company by reason of a stock
split, stock dividend, combination or reclassification of shares,
recapitalization, merger, or similar event ("Adjusting Event"), the Board or the
Committee may adjust proportionally (a) the number of shares of Common Stock
reserved under the Plan, which have not been granted as of the date of such
Adjusting Event.

4.4 WITHHOLDING. The Company shall have the right to deduct applicable taxes
from any grant of Common Stock an appropriate number of shares for payment of
taxes required by law or to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for withholding of such taxes.
If Stock is used to satisfy tax withholding, such stock shall be valued based on
the Fair Market Value when the tax withholding is required to be made. The Fair
Market Value shall mean the fair market value of the of the Company's issued and
outstanding common stock s determined in good faith by the Board.


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4.5 GOVERNING LAW. The Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by the securities laws of
the United States, shall be governed by the law of the State of Delaware and
construed accordingly.


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