CHEMFAB CORPORATION

                              EMPLOYMENT AGREEMENT
                              --------------------


     EMPLOYMENT AGREEMENT, dated as of the 29th day of May, 1992, by and between
Duane C. Montopoli, an individual residing at 108 Campion Road, North Andover,
Massachusetts 01845 (the "Employee"), and Chemfab Corporation, a Delaware
corporation with its principal place of business at 701 Daniel Webster Highway,
Merrimack, New Hampshire 03054 (the "Employer")

     NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     Section 1.  Freedom to Contract. The Employee hereby represents that he is
free to enter into this Agreement and that he has not made and will not make any
agreement in conflict with this Agreement.

     Section 2.  Employment and Effective Date.  This Agreement is effective as
of June 1, 1992 (the "Effective Date").  As of the Effective Date, the Employer
hereby continues to employ the Employee, and the Employee hereby accepts his
continued employment by the Employer, as President and Chief Executive Officer
of the Employer, upon the terms and conditions set forth herein.

     Section 3.  Duties and Authority.  Subject to the general direction and 
control of the board of directors of the Employer (the "Board of Directors"), 
the Employee hereby agrees to use his best efforts, including the highest 
standards of professional competence and integrity, and shall devote his full 
business time and effort, in and to his employment and the duties of his office 
hereunder and shall not engage in any other business activity except that 
Employee may engage from time to time in such personal investment activities 
as to not interfere with his day-to-day responsibilities to the Employer.  
Employee's authority, including without limitation his authority to bind 
Employer to contracts, instruments and expenditures of any kind and to dispose 
of or encumber corporate assets, shall not be less than that specified in or
incidental to the terms of Section 3.7 of Employer's By-Laws as presently in
effect, and not less than that customary to the office of President  and  Chief
Executive  Officer  of  an  industrial corporation.    At  any time when any
class of  securities of the  Employer   is  registered  under  section  12  of
the Securities Exchange Act of 1934,  as amended (the "Exchange Act"),  or  when
the  Employer  is  required  to  file  reports under section 15 of the Exchange
Act: (i) the Employee shall report directly and exclusively to the Board of
Directors, and  (ii)  the Employer  shall each year  nominate,  and make best
efforts  to cause the election of,  the Employee to  a seat on the Board of
Directors.

     Section 4.  Term; Termination; Rights Upon Termination.
                 -------------------------------------------

     (a)  This  Agreement  shall  take  effect  as  of  the Effective Date,  and
shall  remain in full force and effect until terminated in accordance with the
provisions hereof. Notwithstanding   anything   else   herein   contained,   the
provisions of Sections 6 and 7,  and any rights under other provisions   hereof
which  are  vested   at   the   time  of termination of employment,  shall
survive the termination of this Agreement and of Employee's employment
hereunder.

    (b)  The Employer may at any time immediately terminate the  employment  
of the Employee  under  this  Agreement  for Cause  (as  hereinafter  defined),
upon written notice.   For purposes of this Agreement, the term "Cause" shall 
mean (i) a  material  breach  by  the  Employee  of  any  term  of  this 
Agreement (other  than by reason of  or  resulting  from any disability or 
illness on his part),  (ii) gross and willful misconduct  (including,  without  
limitation, fraud or  theft) on  the  part  of  the  Employee  in  the  
performance  of  his duties,  or his being convicted of  a  felony,  or  
(iii)  the Employee becoming "permanently disabled," which shall mean that the 
occurrence of a mental or physical condition has rendered the Employee incapable
of performing his duties for any period of six consecutive months and such 
incapacity is confirmed as continuing at the end of such period by expert 
medical  opinion.   "Cause"  shall not  include unsatisfactory performance  of  
duties except  as  provided above.    The Employee   may   at   any   time   
immediately   terminate   his employment under this Agreement for Reason (as 
hereinafter defined),   upon written  notice.    For  purposes  of  this 
Agreement,  the  term  "Reason" shall  mean  (x)  a  material breach by the 
Employer of any term of this Agreement,  (y) any  event  of  bankruptcy  or  
insolvency  in  respect  of Employer, or (z) any reduction in the duties or 
authority of Employee to  a level  less  than customary to the office of 
President  and  Chief  Executive Officer  of  an  industrial corporation (
subject to the terms of Employer's By-Laws as presently  in  effect).   
Subject  to  the  remainder  of  this Section 4,  either  party  may  at  any  
time  terminate  the employment of Employee under this Agreement upon thirty 
(30) days'  written notice to the other party, without Cause or Reason, as the 
case may be. 

     (c)    In  the  event  that  the  Employer  terminates  the employment of
the Employee for Cause as described in Section 4(b) hereof, or Employee
terminates such employment without Reason,  then  the  Employer  shall  pay  and
provide  to  the Employee at the time otherwise due under Section 5 hereof:
all Salary due to the Employee under said Section 5 that had accrued through the
time of such termination (whether owed currently, or on a deferred basis (in
which case it shall be paid on a deferred basis), all in accordance with the
terms of Section 5);  all benefits due to the Employee under said Section  5
that  had  accrued  through  the  time  of  such termination;  and all Bonus due
to the Employee under said Section 5 that had accrued through the fiscal yearend
of the Employer most  recently preceding  (or  coinciding with)  the date of
such termination (whether owed currently,  or on a deferred basis (in which case
it shall be paid on a deferred basis), all in accordance with the terms of
Section 5).   In addition to the foregoing,  if the Employer terminates  the
employment of the Employee for Cause as described in Section 4(b)(iii) above,
then the Employer shall pay and provide to the  Employee,  at  the  time
otherwise  due  under  Section  5 hereof:   (x)  in respect of a period (the
"Waiting Period") commencing on the date of  such termination  and continuing
until such time as benefits under both any group long-term disability insurance
policy and any supplemental individual long-term  disability  insurance  policy
maintained  at  such time by Employer  and covering the permanent disability of
the Employee begin to be payable and the Employee begins to receive payments of
such benefits under both such policies: (A)  all  benefits  that would have
accrued to  the Employee under  said Section 5  if  the Employee had continued
to be employed by the Employer under the terms of this Agreement throughout the
Waiting Period;  and (B)  the excess of:   (I) all Salary that would have
accrued to the Employee at the annual contractual rate under said Section 5
(whether owed currently, or on a deferred basis (in which case it shall be paid
on a deferred basis), all in accordance with the terms of Section 5)  if the
Employee had continued to be employed by the Employer under the terms of this
Agreement throughout the  Waiting  Period,  over  (II)  the  amount  of  any
cash benefits  actually  received by Employee  in  respect  of  the Waiting
Period on account of any group short-term or group or   supplemental   long-term
disability   insurance   policy maintained by Employer; and (y) an amount (a
"Pro Rata Bonus Amount")  computed by multiplying  (A)  the fraction computed by
dividing  (I)  the number of days elapsed  in the fiscal year in which the
termination occurred up to and through the effective date of the termination, by
(II)  365, by (B) the amount of  Bonus  that would have been due to the Employee
under  Section  5  hereof  if  Employee  had  remained employed under  the terms
of  this Agreement  through the end of  the fiscal year  in which the
termination occurs  (whether owed currently, or on a deferred basis (in which
case it shall be paid on a deferred basis), all in accordance with the terms of
Section 5).

     (d)  In the event that the employment of the Employee is  terminated as  a
result   of the death of  the Employee, then the Employer shall:  (i) pay and
provide to the estate, heirs or devisees of the Employee, at the time otherwise
due under Section 5 hereof,  (A) all Salary due to the Employee under said
Section 5 that had accrued to the time of his death and all Salary that would
have accrued to the Employee at the annual contractual rate under said Section 5
if the Employee had continued to be employed by the Employer under the terms of
this Agreement for a period of nine (9) months commencing on the date of the
Employee's death (in each case whether  owed currently,  or  on a deferred basis
(in which case  it  shall  be  paid  on  a  deferred  basis),  all  in
accordance with the terms of Section 5),  (B)  all Bonus due to  the  Employee
under  said  Section  5  that  had  accrued through  the  fiscal  yearend  of
the  Employer  most  recently preceding (or coinciding with) the date of
Employee's death (whether owed currently,  or on a deferred basis  (in which
case  it  shall  be  paid  on  a  deferred  basis),  all  in accordance with the
terms of Section 5), and (C) a Pro Pata Bonus Amount;  and (ii)  maintain during
the period of nine (9) months commencing on the date of Employee's death,  for
the benefit of the Employee's family,  such of the benefits that  would  have
been  provided under  Section  5  hereof  as apply  to  Employee's  family,
including  without  limitation, group health  insurance coverage  of
substantially the  same kind and in no lesser amounts than in effect for the
benefit of the members of the Employee's family on the date of the Employee's
death.

     (e)  In the event that: (A) the Employer shall at any time terminate the
employment  of  the  Employee  without Cause,  or  (B)  the Employee shall
terminate his employment for Reason, then, and in each such case, the Employer
shall pay and provide to the Employee at the time otherwise due under Section 5
hereof:  (i)  all Salary due to the Employee under said Section 5 that had
accrued through the time of such termination and all Salary that would have
accrued to the  Employee  at  the  annual  contractual  rate  under  said
Section 5 if the Employee had continued to be employed by the Employer under the
terms of this Agreement through the day nine  (9) months after the date of such
termination of employment (the "Severance Termination Date")  (in each case
whether  owed currently,  or  on a  deferred basis  (in which case  it  shall
be  paid  on  a  deferred  basis),  all  in accordance with the terms of Section
5);  (ii) all Bonus due to  the  Employee  under  said  Section  5  that  had
accrued through  the  fiscal  yearend  of  the  Employer most  recently
preceding (or coinciding with) the date of such termination (whether owed
currently,  or on a deferred basis  (in which case  it  shall  be  paid  on  a
deferred  basis),  all  in accordance with the terms of Section 5);  (iii) all
benefits due to the Employee under said Section 5 that had accrued through the
time of such termination and all benefits that would have accrued to the
Employee under said Section 5 if he had continued to be employed by the Employer
under the terms  of  this Agreement  through the  Severance Termination Date;
and (iv) a Pro Rata Bonus Amount.

     (f)  All   rights   of   Employee   to   compensation   and benefits under
the terms of this Section 4 are absolute with no  requirement  to  mitigate
damages.   Notwithstanding  the foregoing,  if  the Employee  is  in  fact
gainfully employed during any period (a "Severance Period") in respect of which
compensation and/or benefits is/are due him under the terms of  this Agreement
after the termination of his employment under  the terms  of  this Agreement,
then  any cash  amounts actually received by Employee as salary or bonus on
account of  such subsequent employment  in respect of  the Severance Period
shall operate dollar for dollar as a credit against the amounts due from
Employer to Employee in respect of the Severance  Period;  provided,  that  the
provisions  of  this sentence shall not apply, and no such offset or credit
shall operate  (whether  dollar-for-dollar  or  otherwise),  if  the termination
of employment occurs after the completion of a transaction  in  which
substantially  all  the  outstanding voting stock or substantially all the
assets of the Employer is  or  are  acquired by any person or  group of  persons
or Employer  is  party  to  a  merger  or  consolidation  of  which Employer  is
not  in  economic  substance  the  predominant surviving entity.
     
     Section 5.  Compensation and Benefits.
                --------------------------

(a)  The Employee  shall  be  paid  salary  at  an  annual rate of  $205,000
(the "Salary"),  such payments to be made (subject   to  the  provisions  of
Section  5(c)   of  this Agreement)  as customarily disbursed by the Employer.
Such Salary  shall  be  reviewed by the  Board of Directors,   for possible
increase (and in no event for decrease during  the term of this Agreement),
annually as of September 1 of each year  during  the  term  of  this  Agreement
commencing  with September 1,  1992, but Employer shall have no obligation to
increase  the  Salary.   If  any  such  review  results  in  an increase  in
the  Salary,  then  the  Salary  as  so  increased shall  then be  the Salary
for  purposes  of  this Agreement. The Employer shall promptly reimburse the
Employee for all ordinary and necessary expenses incurred by the Employee on
behalf of the Employer,  upon the presentation of customary vouchers  and
reimbursement  slips. The  Employee  shall  be entitled     to   participatein
all   fringe  benefits  made available  under  Employer's  "exempt"  benefits
package  from time to time to senior executive personnel of the Employer;
provided, that the fringe benefits available to the Employee under  this
Agreement  shall  in  any  event  include  the following: (i) Employer shall
maintain at the expense of the Employer,  and  for  the  benefit  of
beneficiaries  named  by Employee,  in addition to any group life insurance
policy on the  life  of  Employee  provided under  such exempt  benefits
package, a term life insurance policy throughout the term of this  Agreement  in
the  amount  of  $750,000;  (ii)  Employer shall maintain at the expense of the
Employer,  in addition to  any group disability policy provided under  such
exempt benefits  package,  a  long-term  disability  policy,  for  the benefit
of Employee throughout the term of this Agreement, with benefits  (without
offset)  equal  to 75% of the Salary (without  cap)  from  time  to  time;
(iii)  Employer  shall provide to Employee the use of an automobile of
Employee's choice,  to be (or to have been) new when first provided to Employee
and to be at any time not more than four years or 75,000 miles  old,  to be
acquired by purchase or  lease at Employer's option, and to have a purchase
price at the time of  such acquisition not greater than $45,000  (such dollar
amount  to  be  adjusted  for  any  percentage  change  in  the Consumer Price
Index -- All Urban Consumers (U.S.) (or other equivalent index of the Bureau of
Labor Statistics (or other federal  government  agency  serving  similar
function)  then available)  between the Effective Date and the date of such
acquisition of  such automobile by the Employer);  and  (iv) Employee  shall  be
entitled to paid vacation  accrued at  a rate of  15 business days'  vacation
per twelve-month period that he is employed under the terms of this Agreement.

     (b)  In addition to the Salary, Employee shall be paid, in respect of each
fiscal year of the Employer at the end of which Employee is employed under the
terms of this Agreement (and not  otherwise,  except  that  in  respect  of  the
fiscal year in which his employment terminates,  Employee shall be paid a Pro
Rata Bonus Amount if Section 4 hereof provides in such case for such payment),
as a bonus  (the "Bonus"),  an amount not less than the sum of (A) the amount of
the "Sales Bonus" in respect of such fiscal year calculated as provided in part
A of the table set forth immediately below, plus (B) the amount of the "Earnings
Bonus" in respect of such fiscal year  calculated  as  provided  in  part  B  of
said  table; provided, that for purposes of the calculation of the Sales Bonus,
"Sales" shall be defined as net sales of the Employer and its consolidated
subsidiaries on a consolidated basis, calculated in accordance with generally
accepted accounting principles;  provided,  further,  that  for  purposes  of
the calculation of the Earnings Bonus, "EPS" shall be determined by dividing
Consolidated Net  Income  (as below defined)  by the  number  of  shares  that
would  be  used  in  a  primary earnings per share calculation determined in
accordance with generally   accepted   accounting   principles   consistently
applied;  and provided,  further,  that any performance bonus to be paid to
Employee at any time in excess of the sum of the amounts of the Sales Bonus and
the Earnings Bonus shall be in the sole  and unfettered discretion of  the Board
of Directors  and  shall  in  no  event  be  required  by  this Agreement.

              A                                    B
           Sales Bonus                        Earnings Bonus
           -----------                        --------------

      Sales Growth      Bonus As          "EPS" Growth      Bonus As
      Over Pre-         % of Year's       Over Pre-         % of Year's
      ceding Year       Base Pay          ceding Year       Base Pay
      -----------       --------          -----------       --------
            50% +            45%               100% +              55%
            48%              43%                95%                53%
            46%              41%                90%                51%
            44%              39%                85%                49%
            42%              37%                80%                47%
            40%              35%                75%                45%
            38%              33%                70%                42%
            36%              31%                65%                39%
            34%              29%                60%                36%
            32%              27%                55%                33%
            30%              25%                50%                30%
            27%              21%                47%                26%
            24%              18%                44%                22%
            21%              15%                41%                19%
            18%              13%                38%                16%
            15%              11%                35%                14%
            12%               9%                32%                12%
             9%               7.5%              29%                10.5%
             6%               6%                26%                 9%
          Less  than 6%      -0-                23%                 7.5%
                                                20%                 6%
                                             Less than 20%         -0-


            Examples:          (I)  If Salary for FY 1994   =
                                    $220,000,  net  sales  for FY 1994  =
                                    $61 million,  net sales for FY 1993
                                    = $57 million,  EPS  for  FY  1994  =
                                    $1.80, and EPS for FY 1993 = $1.20,
                                    then total Bonus  in  respect of FY
                                    1994  =  $79,200  ($220,000  x  [6%  +
                                     30%]).

                              (II) If  same  facts  as  Example  I
                                   except net sales for FY 1994 = $95
                                   million  and  EPS  for  FY  1994  =
                                   $4.00,  then total Bonus in respect
                                   of FY 1994  = $220,000  ($220,000 x
                                   [45% + 55%]).

Subject to the provisions of Section 5(c) of this Agreement, the Bonus in
respect of each fiscal year shall be paid to Employee not later than the day 75
days after the last day of   such   fiscal   year.    Notwithstanding   anything
else contained  in  this  Section  5(b)  with  respect  to  the calculation of
the Sales  Bonus:  (i)  payment  of  the Sales Bonus shall be in the sole and
unfettered discretion of the Board of Directors and shall not be required by the
terms of this Agreement in respect of any fiscal year in respect of which
income  before  income  tax  of  the  Employer  and  its consolidated
subsidiaries   on   a   consolidated   basis, calculated in accordance with
generally accepted accounting principles  consistently applied but without
regard to  any and   all   senior  management   bonuses   (including  without
limitation the Bonus),  ("Consolidated Net  Income")  is  less than one-half
(1/2)  the sum of the Consolidated Net Income in  respect  of  the  two-year
period ended on  the  last  day before the commencement of such fiscal year; and
(ii) if any consolidated subsidiary, division or portion of the business of
Employer or any consolidated subsidiary was acquired as a going  business  by
Employer  or  any consolidated  subsidiary during the fiscal year in respect of
which the Sales Bonus is  being  calculated  or  at  any  time  during  the
one-year period ended on the last day before the commencement of such fiscal
year, then all net sales calculations for purposes of computing the Sales Bonus
(but no Consolidated Net  Income calculation for purposes of clause (i) of this
paragraph) in respect  of  any  period  before  the  consummation  of  such
acquisition shall be made on a pro forma basis  as  if the acquisition had been
consummated before any period relevant to the calculation of net sales for
purposes of the Sales Bonus.


     (c)  Notwithstanding  anything  else  contained  in  this Section 5,
Employee may, before the first day of any fiscal year  of  the  Employer,  by
written  notice  to  the  Employer irrevocably cause all, or any such portion(s)
as such notice may designate, of the Salary and/or Bonus in respect of such
ensuing fiscal year to be due and payable at any such date or dates (subsequent
to the date or dates when such Salary or  Bonus  would  otherwise, be  payable
hereunder  (each  a 'Normal  Due Date"))  as  such notice may designate  (each a
"Deferred Due Date").   From and after each Normal Due Date and until the
corresponding Deferred Due Date,  the relevant deferred amount of Salary and/or
Bonus shall accrue interest at an annual rate two and one-half percentage points
(2.5%) less than the rate publicly announced from time to time by Manufacturers
and Traders Trust Company as  its  prime rate (compounded  quarterly).   The
relevant  deferred  amount  and all  interest  so  accrued  thereon  shall  be
an  unsecured general  obligation  of  Employer,  due  and  payable  on  the
Deferred Due Date.

     Section 6.  Level A Agreement.  The Level A Employee Agreement dated as of
January 12,  1988 between Employer and Employee (the  "Level A Agreement")
shall  survive  the  execution of this Agreement and shall remain in full force
and effect in accordance with its terms.

     Section 7.  Miscellaneous.
                 -------------
     (a)  All  notices  given  under  any  provisions  of  this Agreement shall
be in writing  and mailed by registered or certified mail,  return  receipt
requested,  or  delivered by hand,  to  the  Employer  to  its  Secretary  at
its  principal place of business,  and to the Employee at the address set forth
in the first page of  this Agreement,  or  such other address,  in  each  case,
as  the  addressee  shall  have  last furnished to the communicating party, and
shall be effective when received or, if sooner, five days after such mailing.

     (b)  Except  as  otherwise  expressly  provided  herein, this  Agreement
shall  be  binding  upon,  and  inure  to  the benefit   of,   the   parties
hereto,   their   heirs,   legal representatives,   successors   and   assigns
(whether   by purchase,  merger  or otherwise) .   Neither party may  assign any
of its rights or obligations hereunder without the prior written  consent  of
the  other  party  hereto,  except  that Employer  may  assign  its  rights
hereunder  to  a  successor corporation to Employer.

     (c)  This Agreement may be executed in any number of counterparts, each of 
which shall be an original and all of which, taken together, shall constitute 
but one and the same instrument,  and in making proof of this Agreement it shall
be necessary to produce only one such counterpart without the necessity of
accounting for any other counterparts.

     (d)  That  certain  Employment  Agreement  between  the parties  hereto
dated  as  of  June  30,  1989  (the  "Prior Employment Agreement")  is hereby
rescinded,  superseded and rendered void and without effect,  as of the
Effective Date and thereafter, other than as to rights already vested, and in no
event  shall  any compensation  or  benefit  provisions hereof  and thereof of
essentially similar  import confer  a double benefit  as to any period of
employment,  but rather the   provisions   of   this   Agreement   shall
control   as applicable.   As  of  the Effective Date  and  thereafter,  in case
of  any  conflict  between,  on  the  one  hand,  this Agreement,   the   Level
A  Agreement,   any   stock  option agreements  executed between the Employer
and  the Employee and  held  by  the  Employee,  and/or  any  other  agreement
specifically   referenced  herein   (other   than   the  Prior Employment
Agreement)    (all    (except   this   Agreement) collectively the "Referenced
Agreements"), and, on the other hand, any instrument, agreement or understanding
(written or oral)  not  specifically  referenced  herein,  the  terms  and
conditions of this Agreement and the Referenced Agreements shall control.

     (e)  No consent to or waiver of any breach or default in  the  performance
of  any  obligation  hereunder  shall  be deemed or  construed to be  a consent
to or waiver  of  any other breach or default in performance of any of the same
or any other obligations hereunder.  Failure on the part of any party to
complain of any act or failure to act of any other party or to declare any party
in default,  irrespective of how  long  such  failure  continues,  shall  not
constitute  a waiver of rights hereunder, and no waiver hereunder shall be
effective  unless  it  is  in writing,  executed by the party waiving a breach
or default hereunder.

     (f)  This  Agreement  may  not  be  amended  or  modified except by an
instrument in writing executed by each of the parties hereto.

     (g)  If any provision of this Agreement or the Level A Agreement shall,  in
whole or in part,  prove to be invalid for any reason in any circumstances,
such invalidity shall affect  only the portion of  such provision which shall
be invalid and only in such circumstances, and no other portion or  provision
of  this  Agreement  or  the  Level  A Agreement shall  be  invalidated,
impaired  or  affected  thereby,  nor shall   be   such   provision   or
portion   in   any   other circumstances.

     (h)  The headings of sections of this Agreement are for convenience of
reference only and are not intended to affect its meaning or construction.

     (i)  The validity, enforceability and interpretation of any and all of  the
provisions of this Agreement shall  be determined in accordance with and
governed by the laws of the State of New Hampshire.

     (j)  Each of the parties represents that he or it has not used any
employment counsellor or other person who would be entitled to any compensation
which has not been paid for arranging or obtaining the employment hereby
governed.

     (k)  Any dispute under or  relating  to  this Agreement shall be resolved
promptly by arbitration in New Hampshire by an arbitrator selected by,  and
under the rules of,  the American Arbitration Association; such arbitrator shall
have the  power  to  award  monetary  damages,  punitive  damages, injunctive
relief,  costs  and  attorneys   fees,  and  other appropriate  relief;  and
judgment  upon  the  award  of  such arbitrator may be entered in any court
having jurisdiction thereof.

     IN WITNESS WHEREOF,  the  parties  hereto  have executed this Agreement as
an instrument under seal as of the date first written above.


                         CHEMFAB CORPORATION



                         By  /s/ Duane Montopoli
                            ------------------------

                         Title:  President & CEO
                               ---------------------


                         /s/ Duane C. Montopoli
                         ---------------------------
                         Duane C. Montopoli
                              CHEMFAB CORPORATION

                                   
                                   
                                   
                                   
                                   
                                   AMENDMENT

                                      TO

                              EMPLOYMENT AGREEMENT

     This AMENDMENT (this "Amendment") to Employment Agreement is made as of 
July 1, 1994 by and between Duane C. Montopoli, an individual residing at 108 
Campion Road, North Andover, Massachusetts 01845 (the "Employee"), and Chemfab
Corporation, a Delaware corporation with its principal place of business at 
701 Daniel Webster Highway, Merrimack, New Hampshire 03054 (the "Employer").

                              W I T N E S S E T H:

     WHEREAS, the Employee and the Employer are parties to that certain
Employment Agreement dated as of May 29, 1992 (the "Employment Agreement"); and

     WHEREAS, the Employee and the Employer desire to amend the Employment
Agreement in the manner provided below.

     NOW, THEREFORE, in consideration of the foregoing premises and the
Employee's continued employment with the Employer, the parties hereto hereby
agree as follows:

     SECTION 1. Definitions. Capitalized terms used herein without definition
shall have the respective meaning provided for such terms in the Employment
Agreement.

     SECTION 2. Modification of the Employment Agreement.
                ---------------------------------------

     2.1    Section 5(b). Section 5(b) of the Employment Agreement is hereby
amended and restated to read in its entirety as follows:

     "(b)  In addition to receiving the Salary, during the term 
     of this Agreement, Employee shall be entitled to participate 
     in any and all cash bonus plans, and other variable compensation 
     arrangements, established for the corporate officers of Employer 
     and approved by the Board of Directors from time to time (any and
     all such plans and arrangements being hereinafter referred to as 
     "Bonus Plans"). The amount of any bonus earned by the Employee 
     pursuant to any and all Bonus Plans in respect of any fiscal year 
     of the Employer shall hereinafter be referred to as a "Bonus"."

     2.2   Section 4. Sections 4(c), 4(d) and 4(e) of the Employment Agreement 
are hereby modified and amended to eliminate therefrom any specific right of 
the Employee to receive from the Employer, and any specific obligation of the
Employer to pay to the Employee, any Bonus or any Pro Rata Bonus Amount pursuant
to the Employment Agreement upon any termination of the Employee's employment
with the Employer or with respect to the year in which such termination occurs
or any portion thereof (regardless of the circumstances of such termination and
of whether such termination is effected by the Employer or Employee), since,
from and after the date of this Amendment, any right of the Employee to receive
from the Employer and any obligation of the Employer to pay to the Employee, any
amount in respect of any Bonus upon or after the termination of Employee's
employment with the Employer or with respect to the year in which such
termination occurs or any portion thereof shall be as provided pursuant to the
terms of any and all Bonus Plans then in effect and the Company's practices
thereunder.

     SECTION 3. Ratification. Except to the extent amended hereby, all of the
terms, provisions and conditions of the Employment Agreement are hereby ratified
and confirmed and shall remain in full force and effect. The term "Agreement'.
as used in the Employment Agreement, shall be deemed a reference to the
Employment Agreement as amended by this Amendment.

     SECTION 4. Entire Agreement. The Employment Agreement and this Amendment,
together with the other writings referred to therein and herein, contain the
entire agreement among the parties with respect to the subject matter thereof
and hereof and shall be read and construed together as a single agreement.

     SECTION 5. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New Hampshire, excluding the choice
of law rules thereof.

     SECTION 6. Headings. The headings of the various sections of this Amendment
have been inserted for convenience of reference only and shall not be deemed a
part of this Amendment.

     SECTION 7. Counterparts. This Amendment may be executed in any number of
counterparts, any such counterpart shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.

                              CHEMFAB CORPORATION
                              
                              By /s/ Duane C. Montopoli
                                ------------------------------
                              Name: Duane C. Montopoli
                              Title: President & CEO


                               /s/ Duane C. Montopoli
                               ------------------------
                               Duane C. Montopoli