EXHIBIT 2
CONOLOG CORPORATION
0 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000-0000
Phone No. (000) 000-0000
Fax. No. (000) 000-0000
December 31, 1999
CLOG LLC
00 Xxxxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Amended and Restated Option Agreement
between Conolog Corporation ("Conolog") and CLOG LLC ("CLOG"), dated as of May
5, 1999 (the "Option Agreement").
This is to set forth out agreement and understanding as follows:
1. Section 2 of the Option Agreement is hereby amended so that CLOG's
irrevocable right and option to purchase Conolog's convertible debentures
shall terminate at 5:00 p.m. on December 31, 2001.
2. Except as expressly set forth herein, the Option Agreement shall
continue in full force and effect in accordance with its original terms.
If the foregoing is in accordance with your understanding, kindly so
indicate by signing this letter in the place provided below.
Very truly yours,
CONOLOG CORPORATION
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Xxxxxx X. Xxxxx, President
AGREED
CLOG LLC
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------
Xxxxxx Xxxxxxxxx, Member