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                                                                  EXHIBIT 10.9

                   WARRANTHOLDERS REGISTRATION RIGHTS AGREEMENT


         WARRANTHOLDERS REGISTRATION RIGHTS AGREEMENT, dated as of August 20, 
1997 (this "Agreement"), by and among BURKE INDUSTRIES, INC., a California 
corporation ("Company"), MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY 
("MMLIC"), MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED ("MMCVP"), MASSMUTUAL 
HIGH YIELD PARTNERS LLC ("MMHYP"), PARIBAS NORTH AMERICA, INC. ("Paribas") 
and JACKSON NATIONAL LIFE INSURANCE COMPANY ("Jackson National," and together 
with MMLIC, MMCVP, MMHYP and Paribas, the "Holders"). WHEREAS, the Board of 
Directors of Burke has effected a recapitalization of Burke pursuant to 
which, among other things, JFL Merger Co., a wholly owned subsidiary of J.F. 
Lehman Equity Investors I, L.P. ("MergerCo") has merged with and into Burke, 
with Burke surviving such merger (the "Merger"), pursuant to which Burke 
assumed the liabilities and obligations of MergerCo;

         WHEREAS, substantially simultaneously with the Merger, MMLIC, MMCVP, 
MMHYP and Jackson National have purchased an aggregate of 16,000 shares of 
the Series A 11.5% Cumulative Redeemable Preferred Stock (the "Series A 
Preferred Stock") of the Company and Paribas has purchased 2,000 Shares of 
Series B 11.5% Cumulative Redeemable Preferred Stock ("Series B Preferred 
Stock" and, together with the Series A Preferred Stock, the "Preferred 
Stock") and warrants (the "Warrants") to purchase an aggregate of 964,000 
shares of the common stock of the Company; and

         WHEREAS, to induce the Holders to purchase the Preferred Stock and 
Warrants, Burke agreed to provide the registration rights set forth in this 
Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual 
covenants herein contained, the parties hereto agree as follows:

         1. DEFINITIONS.  Unless otherwise defined herein, the following terms 
shall have the following meanings below:

         "COMMON STOCK" shall mean the common stock of the Company, no par 
value, upon consummation of the Merger.

         "OTHER HOLDERS" shall mean Persons who are holders of record of 
equity securities of the Company who have valid contractual registration 
rights under the Shareholders Registration Rights Agreement entered into 
among certain shareholders of the Company and  the Company.

         "PERSON" shall mean an individual, corporation, unincorporated 
association, partnership, group (as defined in Section 13(d)(3) of the 
Securities Exchange Act of 
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1934), trust, joint stock company, joint venture, business trust or 
unincorporated organization, any governmental entity or any other entity of 
whatever nature.

         "REGISTRABLE SHARES" shall mean any shares of Common Stock which may 
be (i) issued upon exercise of the Warrants or (ii) issued or distributed in 
respect of the Common Stock referred to in clause (i) above by way of stock 
dividend or stock split or other distribution, recapitalization or 
reclassification.  As to any particular Registrable Share, such Registrable 
Share shall cease to be a Registrable Share when (i) it shall have been sold, 
transferred or otherwise disposed of or exchanged pursuant to a registration 
statement under the Securities Act or (ii) it shall have been distributed to 
the public pursuant to Rule 144 (or any successor provision) under the 
Securities Act.

         2. INCIDENTAL REGISTRATIONS.  

            (a) RIGHT TO INCLUDE REGISTRABLE SHARES.  After the completion of 
the initial public offering by the Company of its Common Stock, each time the 
Company shall determine to file a registration statement under the Securities 
Act in connection with the proposed offer and sale for cash of Common Stock 
(other than debt securities which are convertible into Common Stock and other 
than registration statements on Form S-4 or S-8) either by it or by any 
holders of its outstanding equity securities, the Company shall give prompt 
written notice of its determination to each Holder and of such Holder's 
rights under this Section 2, at least 20 days prior to the anticipated filing 
date of such registration statement.  Upon the written request of each Holder 
made within 15 days after the receipt of any such notice from the Company, 
(which request shall specify the Registrable Shares intended to be disposed 
of by such Holder), the Company shall use its best efforts to effect the 
registration under the Securities Act of all Registrable Shares which the 
Company has been so requested to register by the Holders thereof, to the 
extent required to permit the disposition of the Registrable Shares so to be 
registered; PROVIDED, HOWEVER, that (i) if, at any time after giving written 
notice of its intention to register any securities and prior to the effective 
date of the registration statement filed in connection with such 
registration, the Company shall determine for any reason not to proceed with 
the proposed registration of the securities to be sold by it, the Company 
may, at its election, give written notice of such determination to each 
Holder of Registrable Shares and thereupon shall be relieved of its 
obligation to register any Registrable Shares in connection with such 
registration (but not from its obligation to pay the Registration Expenses in 
connection therewith) and (ii) if such registration involves an underwritten 
offering, all Holders of Registrable Shares requesting to be included in the 
Company's registration must sell their Registrable Shares to the underwriters 
on the same terms and conditions as apply to the Company, with such 
differences, including any with respect to indemnification, as may be 
customary or appropriate in combined primary and secondary offerings 
(provided that no Holder shall be required to provide indemnification which 
is more expansive than the indemnification provided in Section 9(b) hereof 
and provided, further, that the representations and warranties provided by 
any Holder shall be limited to such matters as the authority of such Holder 
to sell its Registrable Shares, its title thereto and the absence of liens 
thereon).  If a registration requested pursuant to this Section 2(a) involves 
an underwritten public offering, any Holder of Registrable Shares requesting 
to be included in such registration may elect in writing prior to the 
effective 

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date of the registration statement filed in connection with such 
registration, not to register such securities in connection with such 
registration.  No registration effected under this Section 2 shall relieve 
the Company of its obligations to effect one registration upon request under 
Section 4 hereof.

            (b) PRIORITY IN INCIDENTAL REGISTRATIONS.  If a registration 
pursuant to this Section 2 involves an underwritten offering and the managing 
underwriter in good faith advises the Company in writing that, in its 
opinion, the number of securities which the Company, the Holders and any 
other Persons intend to include in such registration exceeds the largest 
number of securities which can be sold in such offering without having an 
adverse effect on such offering (including the price at which such securities 
can be sold), then the Company shall include in such registration: (i) FIRST, 
100% of the securities the Company proposes to sell for its own account; and 
(ii) SECOND, such number of Registrable Shares which the Holders have 
requested to be included in such registration and such number of securities 
which Other Holders have requested to be included in such registration which, 
in the opinion of such managing underwriter, can be sold without having the 
adverse effect referred to above, such number of Registrable Shares and 
securities of Other Holders to be included on a pro rata basis among all 
requesting Holders and Other Holders on the basis of the relative number of 
shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 
of the Exchange Act) by such Holders and Other Holders, PROVIDED that if the 
number of Registrable Shares requested to be included in such registration by 
the Holders pursuant to Section 2(a) hereof and permitted to be included in 
such registration by the Holders pursuant to this Section 2(b) exceeds the 
number which the Company has been advised can be sold in such offering 
without having the adverse effect referred to above, the number of such 
Registrable Shares to be included in such registration by the Holders shall 
be allocated pro rata among such Holders on the basis of the relative number 
of Registrable Shares each such Holder has requested to be included in such 
registration; and (iii) THIRD, to the extent that the number of securities 
which are to be included in such registration pursuant to clauses (i) and 
(ii), in the aggregate, is less than the number of securities which the 
Company has been advised can be sold in such offering without having the 
adverse effect referred to above, such number of other securities requested 
to be included in the offering for the account of any other Persons which, in 
the opinion of such managing underwriter, can be sold without having the 
adverse effect referred to above, such number to be allocated pro rata among 
all holders of such other securities on the basis of the relative number of 
such other securities each other person has requested to be included in such 
registration.

         3. HOLDBACK AGREEMENTS.  If any registration of Registrable Shares 
shall be effected in connection with an underwritten public offering, the 
Holders agree not to effect any public sale or distribution without the 
consent of the managing underwriter (except in connection with such public 
offering), of any equity securities of the Company, or of any security 
convertible into or exchangeable or exercisable for any equity security of 
the Company (in each case, other than as part of such underwritten public 
offering), during the 180-day period (or such lesser period as the managing 
underwriter may permit) beginning on the effective date of such registration, 
if, and to the extent, the managing underwriter of any such offering 
determines such action is necessary or desirable to effect such offering and 
if and to the extent that each director 

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and executive officer of the Company so agrees; PROVIDED, HOWEVER, that each 
Holder has received the written notice required by Section 2(a) hereof.

         4. REGISTRATION ON DEMAND.

            (a) DEMAND BY HOLDERS.  At any time on or after the later of (i) 
     August 20, 2000 and (ii) the one hundred and eighty-first (181st) day 
     after completion of the initial public offering by the Company of its 
     Common Stock, upon the written request by Holders of at least 66 2/3% of 
     all Registrable Shares, that the Company effect the registration under 
     the Securities Act of all or part of the Registrable Shares of such 
     requesting party, and specifying the amount and intended method of 
     disposition thereof, the Company shall promptly give notice of such 
     requested registration to all other Holders and, as expeditiously as 
     possible, use its best efforts to effect the registration under the 
     Securities Act of:  (i) the Registrable Shares which the Company has 
     been so requested to register; and (ii) all other Registrable Shares 
     which the Company has been requested to register by any other Holder by 
     written request received by the Company within 15 days after the giving 
     of such written notice by the Company (which request shall specify the 
     intended method of disposition of such Registrable Shares); PROVIDED, 
     HOWEVER, that the Company shall not be required to effect such 
     registration unless the Registrable Shares requested to be so registered 
     have an aggregate proposed offering price of not less than $5,000,000; 
     and PROVIDED, FURTHER, HOWEVER, that the Company shall not be required 
     to effect more than one registration pursuant to this Section 4(a) 
     unless (X) all of the Registrable Shares that the Holders initial 
     requesting registration pursuant to this Section 4(a) requested to be 
     registered are not included in such registration statement or (Y) the 
     Company is eligible to file on Form S-3, in which case the Holders shall 
     be entitled to request an unlimited number of registrations pursuant to 
     this Section 4(a) except that the Company shall not be required to 
     effect such registration pursuant to this clause (Y) unless the 
     Registrable Shares requested to be so registered have an aggregate 
     proposed offering price of not less than $5,000,000 and no other 
     registration statement on Form S-3 has been filed by the Company and 
     been declared effective within the previous twelve months.  Promptly 
     after the expiration of the 15-day period referred to in clause (ii) 
     above, the Company shall notify all Holders to be included in the 
     registration of the other Holders participating in such registration and 
     the number of Registrable Shares requested to be included therein.  The 
     Holders initially requesting a registration pursuant to this Section 
     4(a) may, at any time prior to the effective date of the registration 
     statement relating to such registration, revoke such request by 
     providing a written notice to the Company revoking such request; 
     PROVIDED, HOWEVER, that if such revocation occurs after the date of the 
     filing of such registration statement, then the Registration Expenses 
     incurred by the Company in connection with the revoked request shall be 
     payable by the Holders participating in such demand registration.

            (b) EFFECTIVE REGISTRATION STATEMENT.  A registration requested 
pursuant to this Section 4 shall not be deemed to have been effected unless 
it has become effective under the Securities Act and has remained effective 
for 180 days or such shorter period as all the Registrable Shares included in 
such registration have actually been sold thereunder.

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            (c) PRIORITY IN DEMAND REGISTRATIONS.  If a demand registration 
pursuant to this Section 4 involves an underwritten offering and the managing 
underwriter in good faith advises the Company in writing that, in its 
opinion, the number of securities requested to be included in such 
registration (including securities of the Company which are not Registrable 
Shares) exceeds the largest number of securities which can be sold in such 
offering without having an adverse effect on such offering (including the 
price, acceptable to the Holders requesting such registration, at which such 
securities can be sold), then the Company will include in such registration 
(i) FIRST, 100% of the Registrable Shares requested to be registered pursuant 
to Section 4(a) (provided that if the number of Registrable Shares requested 
to be registered pursuant to Section 4(a) exceeds the number which the 
Company has been advised can be sold in such offering without having the 
adverse effect referred to above, the number of such Registrable Shares to be 
included in such registration by the Holders shall be allocated pro rata 
among such Holders on the basis of the relative number of Registrable Shares 
each Holder has requested to be included in such registration); and (ii) 
SECOND, to the extent that the number of Registrable Shares requested to be 
registered pursuant to Section 4(a) is less than the number of securities 
which the Company has been advised can be sold in such offering without 
having the adverse effect referred to above, such number of shares of equity 
securities that, FIRST, the Company and, SECOND, Other Holders may request to 
be included in such registration.

         5. REGISTRATION PROCEDURES.

            (a) If and whenever the Company is required by the provisions of 
Sections 2 or 4 hereof to use its best efforts to effect or cause the 
registration of Registrable Shares, the Company shall as expeditiously as 
possible:

                (i) prepare and, in any event within 60 days after the end of 
the period within which a request for registration may be given to the 
Company, file with the Securities and Exchange Commission (the "SEC") a 
registration statement with respect to such Registrable Shares and use its 
best efforts to cause such registration statement to become effective;

                (ii) prepare and file with the SEC such amendments and 
supplements to such registration statement and the prospectus used in 
connection therewith as may be necessary to keep such registration statement 
effective for a period not in excess of 90 days and to comply with the 
provisions of the Securities Act, the Exchange Act, and the rules and 
regulations promulgated thereunder with respect to the disposition of all the 
securities covered by such registration statement during such period in 
accordance with the intended methods of disposition by the Holders thereof 
set forth in such registration statement; provided, that the Company shall 
notify each Holder of Registrable Shares covered by such registration 
statement of any stop order issued or threatened by the SEC, any other order 
suspending the use of any preliminary prospectus or of the suspension of the 
qualification of the registration statement for offering or sale in any 
jurisdiction, and take all reasonable actions required to prevent the entry 
of such stop order, other order or suspension or to remove it if entered;

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                (iii) furnish to each Holder and each underwriter, if 
applicable, of Registrable Shares covered by such registration statement such 
number of copies of the registration statement and of each amendment and 
supplement thereto (in each case including all exhibits), such number of 
copies of the prospectus included in such registration statement (including 
each preliminary prospectus and summary prospectus), in conformity with the 
requirements of the Securities Act, and such other documents as each Holder 
of Registrable Shares covered by such registration statement may reasonably 
request in order to facilitate the disposition of the Registrable Shares 
owned by such Holder; 

                (iv) use its best efforts to register or qualify such 
Registrable Shares covered by such registration statement under the state 
securities or blue sky laws of such jurisdictions as each Holder of 
Registrable Shares covered by such registration statement and, if applicable, 
each underwriter, may reasonably request, and do any and all other acts and 
things which may be reasonably necessary to consummate the disposition in 
such jurisdictions of the Registrable Shares owned by such Holder; PROVIDED, 
HOWEVER, that in connection therewith, the Company shall not be required to 
(A) qualify as a foreign corporation to do business or to register as a 
broker or dealer in any such jurisdiction where it would not otherwise be 
required to qualify or register but for this clause (iv), (B) subject itself 
to taxation in any jurisdiction or (C) file a general consent to service of 
process in any such jurisdiction.

                (v) use its best efforts to cause such Registrable Shares 
covered by such registration statement to be registered with or approved by 
such other governmental agencies or authorities as may be necessary to enable 
the Holders thereof to consummate the disposition of such Registrable Shares;

                (vi) if at any time when a prospectus relating to the 
Registrable Shares is required to be delivered under the Securities Act any 
event shall have occurred as the result of which any such prospectus as then 
in effect would include an untrue statement of a material fact or omit to 
state any material fact required to be stated therein or necessary to make 
the statements therein not misleading, immediately give written notice 
thereof to each Holder and the managing underwriter, if any, of such 
Registrable Shares and prepare and furnish to each such Holder a reasonable 
number of copies of an amended or supplemental prospectus as may be necessary 
so that, as thereafter delivered to the purchasers of such Registrable 
Shares, such prospectus shall not include an untrue statement of material 
fact or omit to state a material fact required to be stated therein or 
necessary to make the statements therein not misleading; 

                (vii) use its best efforts to cause such Registrable Shares 
to be accepted for listing or quotation on any securities exchange or 
automated quotation system on which similar securities of the Company are 
then listed, and enter into customary agreements including a listing 
application and indemnification agreement in customary form, provided that 
the applicable listing requirements are satisfied, and provide a transfer 
agent and registrar for such Registrable Shares covered by such registration 
statement not later than the effective date of such registration statement; 

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                (viii) enter into such customary agreements (including an 
underwriting agreement in customary form) and take such other actions as each 
Holder of Registrable Shares being sold or the underwriter, if any, 
reasonably requests in order to expedite or facilitate the disposition of 
such Registrable Shares, including customary indemnification and opinions; 

                (ix) to the extent reasonably requested by the Holders of at 
least 51% of the Registrable Shares being sold, or the underwriters, if any, 
use its best efforts to obtain a "cold comfort" letter or letters from the 
Company's independent public accountants in customary form and covering 
matters of the type customarily covered by "cold comfort" letters; 

                (x) make available, at the Company's expense, for inspection 
by representatives of any Holder of Registrable Shares covered by such 
registration statement, by any underwriter participating in any disposition 
to be effected pursuant to such registration statement and by any attorney, 
accountant or other agent retained by such Holders or any such underwriter 
(collectively, the "HOLDER REPRESENTATIVES"), all financial and other 
records, pertinent corporate documents and properties of the Company and its 
subsidiaries (excluding any such records and documents as are protected by 
attorney-client privilege or which the Company is prohibited from disclosing 
pursuant to the terms of any nondisclosure agreements to which the Company or 
any of its subsidiaries is a party; PROVIDED that, to the extent permitted 
under any such nondisclosure agreement, the Company shall disclose any 
information subject to such nondisclosure agreement upon execution and 
delivery by such Holder or Holder Representative of a confidentiality 
agreement for the benefit of the parties to such nondisclosure agreement);

                (xi) otherwise use its best efforts to comply with all 
applicable rules and regulations of the SEC, and make available to its 
security holders, as soon as reasonably practicable after the effective date 
of the registration statement, an earnings statement which shall satisfy the 
provisions of Section 11(a) of the Securities Act and the rules and 
regulations promulgated thereunder; and

                (xii) notify counsel for the Holders of Registrable Shares 
included in such registration statement and the managing underwriter, if any, 
immediately, and confirm the notice in writing, (A) when the registration 
statement, or any post-effective amendment to the registration statement, 
shall have become effective, or any supplement to the prospectus or any 
amendment prospectus shall have been filed and (B) of any request of the SEC 
to amend the registration statement or amend or supplement the prospectus or 
for additional information.

            (b) Each Holder of Registrable Shares hereby agrees that, upon 
receipt of any notice from the Company of the happening of any event of the 
type described in Section 5(a)(vi) hereof, such Holder shall forthwith 
discontinue disposition of such Registrable Shares covered by such 
registration statement or related prospectus until such Holder's receipt of 
the copies of the supplemental or amended prospectus contemplated by Section 
5(a)(vi) hereof.  In the event the Company shall give any such notice, the 
period mentioned in Section 5(a)(ii) hereof shall be extended by the number 
of days during the period from and including the date of the 

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giving of such notice pursuant to Section 5(a)(vi) hereof and including the 
date when such Holder shall have received the copies of the supplemental or 
amended prospectus contemplated by Section 5(a)(vi) hereof.  If for any other 
reason the effectiveness of any registration statement filed pursuant to 
Section 4 hereof is suspended or interrupted prior to the expiration of the 
time period regarding the maintenance of the effectiveness of such 
Registration Statement required by Section 5(a)(ii) hereof so that 
Registrable Shares may not be sold pursuant thereto, the applicable time 
period shall be extended by the number of days equal to the number of days 
during the period beginning with the date of such suspension or interruption 
to and ending with the date when the sale of Registrable Shares pursuant to 
such registration statement may be recommenced.

            (c) Each Holder hereby agrees to provide the Company, upon 
receipt of its request, with such information about such Holder to enable the 
Company to comply with the requirements of the Securities Act and to execute 
such certificates as the Company may reasonably request in connection with 
such information and otherwise to satisfy any requirements of law.  Each 
Holder further agrees to furnish to the Company in writing such information 
regarding the Holder and his, her or its proposed distribution of Registrable 
Shares as the Company may from time to time reasonably request.

         6. UNDERWRITTEN REGISTRATIONS.  Subject to the provisions of 
Sections 2, 3 and 4 hereof, any of the Registrable Shares covered by a 
registration statement may be sold in an underwritten offering at the 
discretion of the Holder thereof.  In the case of an underwritten offering 
pursuant to Section 2 hereof, the managing underwriter or underwriters that 
will administer the offering shall be selected by the Company, PROVIDED that 
such managing underwriter or underwriters is reasonably satisfactory to the 
Holders of a majority of the Registrable Shares to be registered.  In the 
case of any underwritten offering pursuant to Section 4 hereof, the managing 
underwriter or underwriters that will administer the offering shall be 
selected by the Holders of a majority of the Registrable Shares to be 
registered, PROVIDED that such underwriters are reasonably satisfactory to 
the Company.

         7. SUSPENSION OF REGISTRATION REQUIREMENT.

            (a) Notwithstanding anything to the contrary set forth in this 
Agreement, the Company's obligation to use its best efforts to cause a 
registration statement and any filings with any state securities authorities 
to become effective or to amend or supplement any such registration statement 
or filings shall be suspended during such period as circumstances exist 
(including, without limitation, pending negotiations relating to, or the 
consummation of, any transaction) which (i) would require additional 
disclosure of material information by the Company in such registration 
statement or filing which the Company has a bona fide business purpose for 
not disclosing in such registration statement or (ii) render the Company 
unable to comply with SEC requirements (any such circumstances hereinafter 
referred to as a "Suspension Event"); PROVIDED that any suspension as a 
result of a Suspension Event shall occur on not more than one occasion during 
any 365-day period and shall continue only for so long as such event or its 
effect is continuing and in no event shall any such suspension continue for 
more than 120 days.  To the extent that any such suspension occurs during a 
period in which a registration 

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statement has been filed pursuant hereto and remains effective, the time 
during which the Company shall be required to maintain the effectiveness of 
such registration statement shall be extended for the number of days during 
which such suspension continued.

            (b) Notwithstanding anything to the contrary set forth in this 
Agreement, the Company shall not be required to cause a registration 
statement requested pursuant to Section 4(a) to become effective during the 
period beginning 30 days prior to the Company's good faith estimate of the 
date of filing of, and ending 180 days after the effective date of, a 
Company-initiated registration, provided that the Company is actively 
employing in good faith all reasonable efforts to cause such registration 
statement to become effective.

            (c) The Company shall give the holders written notice immediately 
upon the occurrence of any Suspension Event instructing such holders to 
suspend sales of Registrable Shares as a result of such Suspension Event.  
The Holders agree that after receipt of such notice they will not effect any 
sales of Registrable Shares pursuant to any registration statement filed 
pursuant to this Agreement until such time as such Holders shall have 
received further notice from the Company that such sales may be recommenced, 
which notice shall be given by the Company not later than five days after the 
conclusion of any such Suspension Event.

         8. EXPENSES.

            (a) The fees, costs and expenses of all registrations in 
accordance with Sections 2 and 4 hereof shall be borne by the Company, 
subject to the provisions of Section 8(b) hereof.

            (b) The fees, costs and expenses of registration to be borne as 
provided in Section 8(a) hereof shall include, without limitation, all 
expenses incident to the Company's performance of or compliance with this 
Agreement, including without limitation all SEC and stock exchange or NASD 
registration and filing fees and expenses, fees and expenses of compliance 
with securities or blue sky laws (including without limitation reasonable 
fees and disbursements of counsel for the underwriters, if any, or for the 
selling Holders in connection with blue sky qualifications of the Registrable 
Shares), rating agency fees, printing expenses (including expenses of 
printing certificates for Registrable Shares and prospectuses), the fees and 
expenses incurred in connection with the listing of the securities to be 
registered on each securities exchange or automated quotation system on which 
similar securities issued by the Company are then listed, and fees and 
disbursements of counsel for the Company and all independent certified public 
accountants (including the expenses of any annual audit, special audit and 
"cold comfort" letters required by or incident to such performance and 
compliance) (but in any event not including any underwriting discounts or 
commissions or transfer taxes, if any, attributable to the sale of 
Registrable Shares by such Holders) (collectively, "Registration Expenses").

         9. INDEMNIFICATION.

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            (a) INDEMNIFICATION BY THE COMPANY.  In the event of any 
registration of any securities of the Company under the Securities Act 
pursuant to Sections 2 or 4 hereof, the Company shall, and it hereby does, 
indemnify and hold harmless, to the extent permitted by law, each of the 
Holders of any Registrable Shares covered by such registration statement, 
each affiliate of such Holder and their respective directors and officers 
(and the directors, officers, affiliates and controlling Persons thereof), 
each other Person who participates as an underwriter in the offering or sale 
of such securities and each other Person, if any, who controls such Holder or 
any such underwriter within the meaning of the Securities Act (collectively, 
the "Indemnified Parties"), against any and all losses, claims, damages or 
liabilities, joint or several, and expenses (including any amounts paid in 
any settlement effected with the Company's consent, which consent shall not 
be unreasonably withheld and including any expenses paid in connection with 
the enforcement of the indemnification rights contained herein) to which any 
Indemnified Party may become subject under the Securities Act, state 
securities or blue sky laws, common law, any other applicable law, foreign or 
domestic, or otherwise, insofar as such losses, claims, damages or 
liabilities (or actions or proceedings in respect thereof, whether or not 
such Indemnified Party is a party thereto) or expenses arise out of or are 
based upon (i) any untrue statement or alleged untrue statement of any 
material fact contained in any registration statement under which such 
securities were registered under the Securities Act, any preliminary, final 
or summary prospectus contained therein, or any amendment or supplement 
thereto, (ii) any omission or alleged omission to state therein a material 
fact required to be stated therein or necessary to make the statements 
therein not misleading or (iii) any violation by the Company of any federal, 
state or common law rule or regulation applicable to the Company and relating 
to action required of or inaction by the Company in connection with any such 
registration, and the Company shall reimburse such Indemnified Party for any 
legal or any other expenses reasonably incurred by it in connection with 
investigating or defending any such loss, claim, liability, action or 
proceeding; PROVIDED that the Company shall not be liable to any Indemnified 
Party in any such case to the extent that any such loss, claim, damage, 
liability (or action or proceeding in respect thereof) or expense arises out 
of or is based upon any untrue statement or alleged untrue statement or 
omission or alleged omission made in such registration statement or amendment 
or supplement thereto or in any such preliminary, final or summary prospectus 
in reliance upon and in conformity with written information with respect to 
such Holder furnished to the Company by such Holder specifically for use 
therein.  Such indemnity shall remain in full force and effect regardless of 
any investigation made by or on behalf of such Holder or any Indemnified 
Party and shall survive the transfer of such securities by such Holder.

            (b) INDEMNIFICATION BY THE HOLDERS AND UNDERWRITERS.  The Company 
may require, as a condition to including any Registrable Shares in any 
registration statement filed in accordance with Sections 2 or 4 hereof, that 
the Company shall have received an undertaking reasonably satisfactory to it 
from the Holders of such Registrable Shares or any underwriter to, severally 
and not jointly, indemnify and hold harmless (in the same manner and to the 
same extent as set forth in Section 9(a) hereof) the Company with respect to 
any statement or alleged statement in or omission or alleged omission from 
such registration statement, any preliminary, final or summary prospectus 
contained therein, or any amendment or supplement, if such statement or 
alleged statement or omission or alleged omission was made in reliance upon 
and in conformity with written information with respect to such Holder or 
such underwriter furnished to 

                                       10
<PAGE>

the Company by such Holder or such underwriter specifically for use in such 
registration statement, preliminary, final or summary prospectus or amendment 
or supplement, or a document incorporated by reference into any of the 
foregoing; PROVIDED that no such Holder shall be liable for any indemnity 
claims in excess of the amount of net proceeds received by such Holder from 
the sale of Registrable Shares.  Such indemnity shall remain in full force 
and effect regardless of any investigation made by or on behalf of the 
Company or any of the Holders, or any of their respective affiliates, 
directors, officers or controlling Persons, and shall survive the transfer of 
such securities by such Holder.

            (c) NOTICES OF CLAIMS, ETC.  Promptly after receipt by an 
indemnified party hereunder of written notice of the commencement of any 
action or proceeding with respect to which a claim for indemnification may be 
made pursuant to this Section 9, such indemnified party shall, if a claim in 
respect thereof is to be made against an indemnifying party, give written 
notice to the latter of the commencement of such action; PROVIDED that the 
failure of the indemnified party to give notice as provided herein shall not 
relieve the indemnifying party of its obligations under this Section 9, 
except to the extent that the indemnifying party is actually materially 
prejudiced by such failure to give notice.  In case any such action is 
brought against an indemnified party, the indemnifying party shall be 
entitled to participate in and to assume the defense thereof, with counsel 
satisfactory to such indemnified party, and after notice from the 
indemnifying party to such indemnified party of its election so to assume the 
defense thereof, the indemnifying party shall not be liable to such 
indemnified party for any legal or other expenses subsequently incurred by 
the latter in connection with the defense thereof other than reasonable costs 
of investigation; PROVIDED that the indemnified party shall have the right to 
employ counsel to represent the indemnified party and its respective 
controlling persons, directors, officers, general or limited partners, 
employees or agents who may be subject to liability arising out of any claim 
in respect of which indemnity may be sought by the indemnified party against 
such indemnifying party under this Section 9 PROVIDED that the employment of 
such counsel shall be at the expense of the indemnified party, unless (i) the 
indemnifying party shall have agreed in writing to pay the expenses of such 
counsel, (ii) the indemnifying party shall not have promptly employed counsel 
reasonably satisfactory to the indemnified party to assume the defense of 
such action or counsel or (iii) any indemnified party shall have reasonably 
concluded that there may be defenses available to such indemnified party or 
its respective controlling persons, directors, officers, employees or agents 
which are in conflict with or in addition to those available to the 
indemnifying party, and in that event the reasonable fees and expenses of one 
firm of separate counsel for the indemnified party (in addition to the 
reasonable fees and expenses of one firm serving as local counsel) shall be 
paid by the indemnifying party.  No indemnifying party shall consent to entry 
of any judgment or enter into any settlement which does not include as an 
unconditional term thereof the giving by the claimant or plaintiff to such 
indemnified party of a release from all liability in respect to such claim or 
litigation.

            (d) CONTRIBUTION.  If the indemnification provided for in this 
Section 9 shall for any reason be unavailable to any indemnified party under 
Section 9(a) or 9(b) hereof or is insufficient to hold it harmless in respect 
of any loss, claim, damage or liability, or any 

                                       11
<PAGE>

action in respect thereof referred to therein, then each indemnifying party 
shall contribute to the amount paid or payable by such indemnified party as a 
result of such loss, claim, damage or liability, or action in respect 
thereof, (i) in such proportion as shall be appropriate to reflect the 
relative benefits received by the indemnified party and indemnifying party or 
(ii) if the allocation provided by clause (i) above is not permitted by 
applicable law, in such proportion as is appropriate to reflect not only the 
relative benefits referred to in clause (i) but also the relative fault of 
the indemnified party and indemnifying party with respect to the statements 
or omissions which resulted in such loss, claim, damage or liability, or 
action in respect thereof, as well as any other relevant equitable 
considerations.  Notwithstanding any other provision of this Section 9(d), no 
Holder of Registrable Shares shall be required to contribute an amount 
greater than the dollar amount of the proceeds received by such Holder with 
respect to the sale of any such Registrable Shares.  No person guilty of 
fraudulent misrepresentation (within the meaning of Section 11(f) of the 
Securities Act) shall be entitled to contribution from any person who was not 
guilty of such fraudulent misrepresentation.

            (e) OTHER INDEMNIFICATION.  Indemnification and contribution 
similar to that specified in the preceding subdivisions of this Section 9 
(with appropriate modifications) shall be given by the Company and each 
Holder of Registrable Shares with respect to any required registration or 
other qualification of securities under any federal or state law or 
regulation or governmental authority other than the Securities Act.

            (f) NON-EXCLUSIVITY.  The obligations of the parties under this 
Section 9 shall be in addition to any liability which any party may otherwise 
have to any other party.

         10. ASSIGNABILITY.  This Agreement shall be binding upon and shall 
inure to the benefit of the parties hereto and their respective successors 
and permitted assigns.  In addition, and whether or not any express 
assignment shall have been made, the provisions of this Agreement which are 
for the benefit of the parties hereto other than the Company shall also be 
for the benefit of and enforceable by any subsequent Holder of any 
Registrable Shares, subject to the provisions contained herein.  The Company 
may not assign any of its rights or delegate any of its duties under this 
Agreement without the written consent of the Holders of 66 2/3% of the 
Registrable Shares; PROVIDED, HOWEVER, that it is understood and agreed by 
the parties hereto that MergerCo will be merged with and into Burke (the 
"Merger"), with Burke as the surviving corporation, pursuant to the Agreement 
and Plan of Merger, dated as of August 13, 1997, by and among MergerCo, Burke 
and the other parties thereto, and upon consummation of the Merger, this 
Agreement and the rights and obligations hereunder will be assumed by Burke 
and the definition of "Registrable Shares" contained herein will refer to the 
common stock of Burke issuable upon exercise of the Warrants (which such 
Warrants will become exercisable for shares of the common stock of Burke by 
operation of law upon consummation of the Merger).

         11. NOTICES.  Any and all notices, designations, consents, offers, 
acceptances or any other communications shall be given in writing by either 
(a) personal delivery to and receipted for by the addressee or by (b) 
telecopy or registered or certified mail which shall be addressed, in the 
case of the Company, to 2250 South Tenth Street, San Jose, California 95112, 
facsimile (408) 995-5163, attention of Chief Executive Officer, with a copy 
to J.F. Lehman Equity Investors I, L.P., 450 Park Avenue, New York, New York 
10022, facsimile (212) 634-1155, attention of Mr. Donald Glickman, and in the 
case of Holders, to the address or 

                                       12

addresses thereof appearing on the books of the Company or of the transfer 
agent and registrar for the Registrable Shares.

         All such notices and communications shall be deemed to have been 
duly given and effective:  when delivered by hand, if personally delivered; 
five business days after being deposited in the mail, postage prepaid, if 
mailed; and when receipt acknowledged, if telecopied.

         12. ARBITRATION. Any controversy, dispute or claim arising out of, 
in connection with or in relation to the interpretation, performance or 
breach of this Agreement shall be determined, at the request of any party, by 
arbitration in a city mutually agreeable to the parties to such controversy, 
dispute or claim, or, failing such agreement, in New York, New York, before 
and in accordance with the then-existing Rules for Commercial Arbitration of 
the American Arbitration Association, and any judgment or award rendered by 
the arbitrator will be final, binding and unappealable and judgment may be 
entered by any state or Federal court having jurisdiction thereof. The 
pre-trial discovery procedures of the Federal Rules of Civil Procedure shall 
apply to any arbitration under this Section 12.  Any controversy concerning 
whether a dispute is an arbitrable dispute or as to the interpretation or 
enforceability of this Section 12 shall be determined by the arbitrator.  The 
arbitrator shall be a retired or former United States District Judge or other 
person acceptable to each of the parties, provided such individual has 
substantial professional experience with regard to corporate or partnership 
legal matters.  The parties intend that this agreement to arbitrate be valid, 
enforceable and irrevocable. 

         13. SEVERABILITY.  If any provision of this Agreement or any portion 
thereof is finally determined to be unlawful or unenforceable, such provision 
or portion thereof shall be deemed to be severed from this Agreement.  Every 
other provision, and any portion of such an invalidated provision that is not 
invalidated by such a determination, shall remain in full force and effect.

         14. AMENDMENTS, WAIVERS.  This Agreement may not be amended, 
modified or supplemented and no waivers of or consents to departures from the 
provisions hereof may be given unless consented to in writing by the Company 
and the Holders of at least 66 2/3% of the Registrable Shares.

         15. ATTORNEYS' FEES.  In any action or proceeding brought to enforce 
any provision of this Agreement, or where any provision hereof is validly 
asserted as a defense, the successful party shall be entitled to recover 
reasonable attorneys' fees in addition to any other available remedy.

         16. ENTIRE AGREEMENT.  This Agreement contains the entire agreement 
among the parties hereto with respect to the transactions contemplated herein 
and understandings among the parties relating to the subject matter hereof.  
Any and all previous agreements and understandings between or among the 
parties hereto regarding the subject matter hereof are, whether written or 
oral, superseded by this Agreement.

                                       13
<PAGE>

         17. COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts, each of which shall be deemed an original and all of which, 
together, shall constitute one and the same instrument.

         18. CAPTIONS.  The captions contained in this Agreement are for 
reference purposes only and are not part of this Agreement.

         19. LIMITATION OF LIABILITY OF SHAREHOLDERS AND OFFICERS OF COMPANY. 
 ANY OBLIGATION OR LIABILITY WHATSOEVER OF THE COMPANY WHICH MAY ARISE AT ANY 
TIME UNDER THIS AGREEMENT OR ANY OBLIGATION OR LIABILITY WHICH MAY BE 
INCURRED BY IT PURSUANT TO ANY INSTRUMENT, TRANSACTION OR UNDERTAKING 
CONTEMPLATED HEREBY SHALL BE SATISFIED OUT OF THE COMPANY'S ASSETS ONLY.  NO 
SUCH OBLIGATION OR LIABILITY SHALL BE PERSONALLY BINDING UPON, NOR SHALL 
RESORT FOR THE ENFORCEMENT THEREOF BE HAD TO, THE PROPERTY OF ANY OF THE 
COMPANY'S SHAREHOLDERS (SOLELY AS A RESULT OF THEIR STATUS AS SHAREHOLDERS), 
DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, REGARDLESS OF WHETHER SUCH 
OBLIGATION OR LIABILITY IS IN THE NATURE OF CONTRACT, TORT OR OTHERWISE.  
NOTWITHSTANDING THE FOREGOING, THIS SECTION 19 









                                       14
<PAGE>

SHALL NOT IN ANY WAY AFFECT OR LIMIT ANY RIGHTS OR OBLIGATIONS OF THE 
COMPANY OR ANY HOLDER UNDER THIS AGREEMENT.

         20. GOVERNING LAW.  This Agreement is made pursuant to and shall be 
construed in accordance with the laws of the State of New York.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to 
be executed by their respective authorized officers as of the date aforesaid.

                                       BURKE INDUSTRIES, INC.

                                       By: /s/ KEITH OSTER
                                          -------------------------------
                                            Name:  Keith Oster,
                                            Title:  Assistant Vice President

                                       MASSACHUSETTS MUTUAL LIFE 
                                       INSURANCE COMPANY

                                       By: /s/ RICHARD E. SPENCER
                                          -------------------------------
                                            Name: Richard E. Spencer
                                            Title: Managing Director

                                       MASSMUTUAL CORPORATE VALUE 
                                       PARTNERS LIMITED

                                       By:  Massachusetts Mutual Life
                                            Insurance Company
                                       Its: Investment Advisor

                                       By: /s/ RICHARD E. SPENCER
                                          -------------------------------
                                            Name: Richard E. Spencer
                                            Title: Managing Director




                                       15
<PAGE>

                                       MASSMUTUAL HIGH YIELD PARTNERS 
                                       LLC

                                            By:  HYP Management, Inc.
                                            Its:  Managing Member

                                                  By: /s/ ROGER W. CRANDALL
                                                     -------------------------
                                                  Name: Roger W. Crandall
                                                  Title: Vice President

                                       PARIBAS NORTH AMERICA, INC.

                                       By: /s/ DONNA KIERNAN
                                          -------------------------------
                                       Name: Donna Kiernan
                                       Title: CFO

                                       JACKSON NATIONAL LIFE INSURANCE 
                                       COMPANY

                                         By: PPM America, Inc.
                                         Its: Agent

                                       By: /s/ DEBBIE ACKERMAN
                                          -------------------------------
                                           Name: Debbie Ackerman
                                           Title: Managing Director
 



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