CHEMFAB CORPORATION

                               AMENDMENT NO. 2 TO
                          SECOND AMENDED AND RESTATED
                             1991 STOCK OPTION PLAN




     1.   Effective as of August 5, 1997, the first sentence of Section 5 of the
Corporation's Second Amended and Restated 1991 Stock Option Plan (the "1991
Plan") was deleted in its entirety and replaced with the following:

          The Plan covers 2,250,000 shares of the Stock, subject, however, to
          the provisions of Section 15 of the Plan.

     2.   Effective as of August 5, 1997, Section 14 of the 1991 Plan was
deleted in its entirety and replaced with the following:

          14.     Termination of Employment, Disgorgement of Certain Profits.
                  ----------------------------------------------------------

            (a)   If an Optionee ceases to be an employee, director or
          consultant of the Company or any of its subsidiaries for any reason
          other than retirement of an employee or death of an Optionee, any
          Option held by that Optionee may be exercised by the Optionee at any
          time within 90 days after the termination of such relationship, but
          only to the extent exercisable at termination and in no event after
          the option period.  If an Optionee enters retirement from employment
          or dies, any Option held by that Optionee may be exercised by the
          Optionee or the Optionee's executor or administrator at any time
          within the shorter of the option period or 12 months after the date of
          retirement or death, but only to the extent exercisable at retirement
          or death.  Options which are not exercisable at the time of
          termination of such relationship or which are so exercisable but are
          not exercised within the time periods described above shall terminate.
          Military or sick leave shall not be deemed a termination under this
          Section 14 provided that it does not exceed the longer of 90 days or
          the period during which the rights of the absent employee, director or
          consultant are guaranteed by statute or by contract.

            (b)   If, during the twelve-month period following the cessation of
          an Optionee's employment with, and/or directorship of, and/or
          consultancy for, the Company or any of its subsidiaries, as the case
          may be, and regardless of the reason or absence of reason for such
          cessation (the date of which cessation hereinafter, a "Cessation
          Date"), said Optionee engages directly or indirectly in any business,
          activity or enterprise which diverts business from, is in conflict
          with, causes a competitive disadvantage to, or otherwise adversely
          affects the interests or business of, the Company or any of its
          subsidiaries, the Optionee shall automatically owe to the Company, and
          shall promptly and without demand pay to the Company, with respect to
          each share of Stock issued to the Optionee upon the full or partial
          exercise of each Option exercised by the Optionee from and after that
          date which is nine (9) months prior to the Optionee's Cessation Date,
          an amount equal to the excess of Market Value of such share on the
          date of exercise over the Option Price paid by the Optionee for such
          share; provided that, on a case by case basis, a majority of
          disinterested members of the Board of Directors or the Committee may,
          in their sole discretion, waive enforcement of this provision, in
          whole or in part; and provided further that no such waiver shall be
          deemed a waiver of enforcement in any other instance.  The provisions
          of this Section 14(b) shall be applicable only with respect to Options
          granted on or after August 5, 1997.