Contract of Employment                       4/8/99
                                Devaunshi Sampat
                                      1999

Position: Vice President, Sales & Marketing

Base Salary: $109,000

Incentive: 20,000 stock options, issued in March 1999, exercisable at $1.00 per
share and according to the INRAD stock option plan.

o     Reporting relationship - This position will report to the President and
      CEO

o     3 weeks vacation

Bonus Plan: As described below

Protection: If INRAD terminates you for reasons other than performance, your
salary and health benefits will continue for a period of nine months or whenever
you start another job, whichever comes first. This does not apply if you
voluntarily quit your position at INRAD. As a part of this agreement, you will
not be employed either as an employee or as a consultant by any company which is
a direct competitor of INRAD for a period of nine months following your leaving
INRAD, either voluntarily or involuntarily.

            --------------------------------------------------------

                                   Bonus Plan

The goal is to build a Sales Department and devise a strategy to be able to
increase bookings for 1999 to a level of $5.0M for domestic and international
combined. We have a forecast and budget which was finalized on March 4, 1999
which gives us a specific target and known financial resources to enable a sales
strategy to be carried out.

Several individual goals must be achieved to realize the overall goal. In order
of priority, these goals are as follows:

1.    INRAD Web Site:

      Revamp the INRAD web site to provide extensive product information in a
      user-friendly fashion. The end of the second quarter of 1999 and
      reasonable effort shall generate the outline of the web site and
      commitment made to implement by end of year. Inrad agrees that this goal
      requires you to lead and coordinate this effort and that a significant
      portion of the contents needs to be made available within a reasonable
      time frame to you once a collective decision has been reached as to the
      required material.

2.    Sales Department Personnel:

      An additional salesperson is needed for the department. The type of person
      to be hired and his/her duties is left to your discretion. Every effort
      must be made to decide on the structure of the department and aggressively
      recruit for this position. Our goal would be to have this person start
      work during the fourth quarter; sooner is better and later is acceptable
      if the recruiting efforts are made and yet we find it is not possible to
      locate and hire a qualified candidate within the given time frame.

3.    Sales Literature:

      New literature is very important to the growth of sales. Specifically we
      need new data sheets for Pockels cells, ZGP, and Barium Nitrate. Several
      people must offer support in this effort, but you must spearhead this
      effort and complete these marketing tools by the end of 1999.

4.    Advertising:

      This is a time of transition for advertising of INRAD products. We
      recognize the need for design of new ads and also a new "look" for INRAD
      which should be consistent in the ads and on the web site. The planning
      and decision stage in this case requires as much effort as the
      implementation of generating and placing ads. For the purpose of the bonus
      plan, the minimum requirement is that an advertising plan be generated by
      end of the second quarter. Development of ads will continue through the
      third and fourth quarter.

The bonus plan shall be structured as follows:



                                                                                            
o     For completion of the four items listed above in the time frame indicated ->             5% of base

o     For meeting goal of $5.0M in bookings, domestic & international ->                       7.5% of base
                                                                                               10,000 options

o     For bookings, domestic & international over $5.0M ->                                     1.6% open ended

o

o     For bookings, domestic & international of $5.5M bookings                                 10,000 options


List of companies considered direct competitors by Inrad and as it applies to
the protection clause.

o     Cleveland Crystals (G&H)
o     Quantum Technology
o     Casix
o     Gsanger (Splinder & Hoyer)
o     Crystal Associates
o     Deltronics
o     VLOC
o     GWU
o     CSK Super Optronics

Ms. Maria Murray                                    Ms. Davaunshi Sampat
VP Sales and Marketing                              Manager: International Sales