FLEET NATIONAL BANK                                              LOAN AGREEMENT


      THIS AGREEMENT made this _____ day of November, 1997, by and between 
Parlex Corporation, a Massachusetts corporation with an address and 
principal place of business at 145 Milk Street, Methuen, Massachusetts 01844 
(hereinafter called the "Borrower") and Fleet National Bank, a national 
banking association organized and existing under the laws of the United 
States of America, with a principal place of business at One Federal Street, 
Boston, Massachusetts 02110-2010 (the "Bank").

                            W I T N E S S E T H :

      The following constitutes the agreement of the parties:

                                  SECTION 1
                                  ---------

                   AMOUNT AND TERMS OF CREDIT AND INTEREST
                   ---------------------------------------

      1.1   Subject to the terms and conditions of this Agreement, the Bank 
hereby establishes a revolving line of credit (the "Revolving Loan") of up 
to Ten Million ($10,000,000.00) Dollars (the "Credit Limit") to be advanced 
as hereinafter provided.  The Bank shall, as long as no Event of Default has 
occurred hereunder, from time to time, make advances comprising the 
Revolving Loan (all of which shall be called "Loans" hereunder) to the 
Borrower upon the Borrower's request; provided, however, that no advance 
will be made if, after giving effect to the Borrower's request for such 
advance, the outstanding principal balance of the Revolving Loan would 
exceed the Credit Limit.

      1.2   The Revolving Loan shall be evidenced by a Revolving Line of 
Credit Note executed by the Borrower made payable to the Bank of even date 
herewith, in the maximum principal amount of $10,000,000.00 (the "Revolving 
Note").

      1.3   Interest on advances under the Revolving Loan shall accrue and 
be payable as provided in a Revolving Note.

      1.4   The principal balance of the Revolving Loan shall be payable as 
provided in the Revolving Note.

      1.5   Prior to the Expiration Date (as defined below), the Borrower 
shall pay to the Bank quarterly in arrears, commencing on January 1, 1998 
and continuing on the first day of each April, July, October and January 
thereafter, a commitment fee in an amount equal to one-quarter of one (1/4%) 
percent per annum (calculated on the basis of the actual number of days 
elapsed and a 360-day year) of the average daily unused principal amount of 
the Revolving Loan for the preceding calender quarter.

      1.6   On any date on which a payment of interest or principal is due 
under the Revolving Note, the Bank may charge the Borrower's demand deposit 
account(s) with the amount thereof.  The failure of the Bank to so charge 
such account shall not relieve the Borrower of its obligations to make 
payments hereunder.

      1.7   The Bank need not enter payments of interest and principal upon 
the Revolving Note but may maintain a record thereof on a separate ledger 
maintained by the Bank.

      1.8   No advance under the Revolving Loan will be made after September 
30, 2000 (the "Expiration Date").

      1.9   At any time prior to the close of the Bank's business on the 
Expiration Date, the Borrower may repay, in whole or in part, the principal 
amount of the Revolving Loan and may, in the Bank's discretion, reborrow any 
such amounts repaid, all in accordance with this Section 1.

      1.10  The Bank may, at any time and from time to time, upon the 
request of the Borrower, but in the Bank's sole and absolute discretion, 
extend the Expiration Date.

                                  SECTION 2
                                  ---------

                       WARRANTIES AND REPRESENTATIONS
                       ------------------------------

      2.1   To induce the Bank to enter into this Loan Agreement and to make 
the Loans, the Borrower warrants and represents that, as of this date:

      (a)   The Borrower is a duly organized and existing corporation under 
            the laws of the Commonwealth of Massachusetts and is in good 
            standing under the laws of said  Commonwealth.

      (b)   The Borrower is duly qualified to do business and in good 
            standing as a foreign corporation in each state or other 
            jurisdiction where the nature of the business conducted by it or 
            the property owned by it requires such qualification, except 
            where the failure to qualify would not have a material adverse 
            effect on the business, assets or financial condition of the 
            Borrower.

      (c)   The Borrower has good and clear record and marketable title to 
            all properties and assets which it purports to own, free and 
            clear of all mortgages, liens, pledges, charges, security 
            interests and encumbrances, other than those listed on Exhibit A 
            attached hereto.

      (d)   The Borrower owns and holds or leases all real and personal 
            property necessary or incidental to the present and planned 
            future (to the extent reasonably possible) conduct of its 
            business, including, without limitation, patents, trademarks, 
            service marks, trade names, copyrights and licenses and other 
            rights with respect to the foregoing.

      (e)   All books and records of the Borrower, including, but not 
            limited to, minute books, by-laws and books of account are 
            accurate and reflect all matters and transactions which should 
            currently be reflected therein.

      (f)   The general nature of the Borrower's business is as set forth on 
            Exhibit A attached hereto.

      (g)   The Borrower has no subsidiaries and no investments in the stock 
            or securities of any other corporation, firm, trust or other 
            entity, except as set forth on Exhibit A.

      (h)   Except as set forth on Exhibit A, there are no actions, suits, 
            investigations or proceedings pending, or to the actual 
            knowledge of the Borrower threatened, against the Borrower or 
            any of its properties in any court, before any governmental 
            authority, arbitration board, or any other tribunal which, 
            singly or in the aggregate, if decided adversely to the 
            Borrower, would materially and adversely affect the business, 
            properties or condition (whether financial or otherwise) of the 
            Borrower.  The Borrower is not, nor by execution and delivery of 
            this Agreement and the performance of its obligations hereunder 
            (with or without the passage of time) will the Borrower be in 
            default with respect to any order of any court, governmental 
            authority, arbitration board or other tribunal.

      (i)   The Borrower has furnished to the Bank the financial statements 
            for the time period indicated on Exhibit A attached hereto.  
            Said statements fairly present the condition of the Borrower at 
            the dates thereof, and the statements of operation contained 
            therein fairly present the results of the operations of the 
            Borrower for the periods indicated, all in conformity with 
            generally accepted accounting principles consistently applied.

      (j)   Except to the extent reflected or reserved against in the 
            financial statements referred to above, the Borrower, as of the 
            date of said financial statements, had no liabilities of any 
            nature, whether accrued, absolute or contingent, including, 
            without limitation, tax liabilities, due or to become due, or 
            arising out of transactions entered into.

      (k)   Since the date of the financial statements referred to in 
            Section 2.1(i), and except as shown on Exhibit A, there has not 
            been:

            (i)   any change in the condition of the Borrower's assets or 
                  liabilities, other than changes in its ordinary course of 
                  business, none of which has been materially adverse, nor 
                  has there been any depletion of cash or decrease of 
                  working capital which has been materially adverse;

            (ii)  any damage, destruction or loss, whether or not covered by 
                  insurance, materially and adversely affecting the 
                  Borrower's properties or business;

            (iii) any declaration of, setting aside of, or making of a 
                  payment of any dividend or other distribution with respect 
                  to the Borrower's capital stock or any direct or indirect 
                  redemption, purchase or other acquisition of any such 
                  stock, except for distributions to its stockholders to 
                  satisfy federal and state tax liabilities on undistributed 
                  income (if Borrower is a Subchapter "S" corporation); or

            (iv)  any materially adverse:

                  (1)   controversy with any labor organization or employees;

                  (2)   claim or controversy involving any federal, state or 
                        local governmental agencies; or

                  (3)   other event or condition materially affecting the 
                        business or properties of the Borrower.

      (l)   The Borrower has filed all federal and state income tax returns, 
            excise tax returns, and all other tax returns of every kind and 
            nature which are required to be filed by the Borrower as of the 
            date hereof and has paid all taxes shown to be due on said 
            returns.

      (m)   The Borrower has no other addresses at which the Borrower has an 
            office, conducts business or at which any of the Borrower's 
            property is located except as set forth on Exhibit A.

      (n)   The execution and delivery of this Agreement, the borrowing by 
            the Borrower as herein provided, the execution and delivery by 
            the Borrower of all instruments, agreements and documents of 
            every kind and nature pursuant hereto and the performance by the 
            Borrower of all of its obligations to the Bank hereunder have 
            been duly authorized by the Board of Directors of the Borrower 
            and this Agreement and all instruments, agreements and documents 
            executed pursuant hereto are valid and binding obligations of 
            the Borrower enforceable in accordance with their terms except 
            to the extent such enforceability may be limited by laws of 
            general application affecting the rights of creditors.

      (o)   There is no provision in the articles of organization, agreement 
            of association or the by-laws of the Borrower, or any indenture, 
            contract or agreement to which it is a party or by which it is 
            bound, which prohibits the execution and delivery of this 
            Agreement or the performance by the Borrower of its obligations 
            hereunder.

      (p)   No event has occurred and no condition exists, which, upon the 
            execution and delivery of this Agreement would constitute a 
            default or an Event of Default hereunder.  Neither the nature of 
            the Borrower or any of its business or properties, nor any 
            relationships between the Borrower and any other person, nor any 
            circumstances in connection with the execution or delivery of 
            this Agreement, is such as to require a consent, approval, or 
            authorization of or filing, registration, or qualification with, 
            any governmental authority on the part of the Borrower as a 
            condition of the execution and delivery of this Agreement or any 
            other instrument, agreement or document contemplated hereby, or 
            the performance by the Borrower of its obligations hereunder or 
            thereunder.

      (q)   The Borrower has no pension, profit sharing, stock option, 
            Employee Stock Ownership Trust ("ESOT"), insurance or other 
            similar plan providing for a program of deferred compensation or 
            benefits for any employee or officer, except as indicated on 
            Exhibit A hereto.

                                  SECTION 3
                                  ---------

                            AFFIRMATIVE COVENANTS
                            ---------------------

      3.1   The Borrower will duly and punctually pay all interest and 
principal becoming due to the Bank and will duly and punctually perform all 
things on its part to be done or performed under this Agreement, or pursuant 
to any instrument, document or agreement executed pursuant hereto.

      3.2   The Borrower will, at all times, keep proper books of account in 
which full, true and correct entries will be made of its transactions in 
accordance with generally accepted accounting principles consistently 
applied.

      3.3   The Borrower will, at all reasonable times, and upon reasonable 
notice from the Bank, make its books and records available, in its offices, 
for inspection, examination and copying by the Bank and the Bank's 
representatives and will, at all reasonable times, and upon reasonable 
notice from the Bank, permit inspection of its properties by the Bank and 
the Bank's representatives.

      3.4   The Borrower will, at reasonable times, furnish the Bank with 
such information and statements as the Bank may reasonably request and with 
copies of all financial statements and reports that it shall send or make 
available to stockholders.

      3.5   The Borrower will furnish the Bank quarterly, within forty-five 
(45) days after the close of each fiscal quarter, commencing with the 
quarterly period in which this Agreement is executed, a balance sheet and 
income statement reflecting the financial condition of the Borrower at the 
end of each such period and the results of its operations during each such 
period.  Each statement shall also contain comparative statements for the 
same period during the prior fiscal year.  Each balance sheet and income 
statement shall be prepared by the Borrower and certified by the President, 
Treasurer or Chief Financial Officer of the Borrower, such certification to 
state that such balance sheet and income statement fairly present the 
financial condition and the results of operations of the Borrower at the end 
of such period and during such period in accordance with generally accepted 
accounting principles consistently applied, subject, however, to year-end 
adjustments, none of which will be materially adverse.

      3.6   The Borrower will furnish the Bank annually, within ninety (90) 
days after the close of each fiscal year, a balance sheet and income and 
surplus statement reflecting the financial condition of the Borrower at the 
end of each such fiscal year and the results of its operation during such 
fiscal year.  Each such statement shall also contain comparative statements 
for the prior fiscal year.  Each such balance sheet and income statement is 
to be audited by an independent certified public accountant selected by the 
Borrower and satisfactory to the Bank with an audit quality statement to be 
issued by the accountant and signed by the President and/or Treasurer and/or 
Chief Financial Officer representing that neither the accounting firm nor 
the President and/or Treasurer of the Borrower is aware of any material 
modifications necessary to the financial statements for them to be in 
conformity with generally accepted accounting principles consistently 
applied.  The Bank hereby acknowledges that Deloitte & Touche is a 
satisfactory independent certified public accountant.  In addition, the 
Borrower shall furnish to the Bank, in a timely manner, all reports filed 
with the Securities and Exchange Commission ("SEC").

      3.7   The Borrower will, on a quarterly basis, within forty-five (45) 
days of the end of each fiscal quarter, deliver to the Bank a Compliance 
Certificate in the form of Exhibit B attached hereto, signed by its 
President or Treasurer certifying that each such officer has reviewed the 
provisions of this Agreement (including, without limitation, the financial 
covenants contained in this Agreement, to the extent they are being tested 
at that time) and stating in his opinion, if such be the fact, that the 
Borrower has not been and is not in default as to any of the covenants and 
agreements of the Borrower contained in this Agreement, or in the event of 
any such default, setting forth the details thereof.

      3.8   The Borrower shall make its books and records available to the 
Bank, upon reasonable request, for audit at such reasonable times as the 
Bank deems necessary, in its reasonable business judgment.

      3.9   The Borrower will maintain its corporate existence in good 
standing, comply with all laws and regulations of the United States, of any 
state or states thereof, of any political subdivision thereof and of any 
governmental authority which may be applicable to the Borrower or to the 
Borrower's business.

      3.10  The Borrower will pay all real and personal property taxes, 
assessments and charges and all franchise, income, unemployment, old age 
benefit, withholding, sales and other taxes assessed against it or payable 
by it at such times and in such manner to prevent any lien or charge from 
attaching to its properties which in each instance would exceed $175,000.00.  
The provisions of this section, however, shall not preclude the Borrower 
from contesting in good faith and diligently prosecuting any such tax, 
provided, however, that the Borrower shall, upon reasonable request of the 
Bank, maintain reserves sufficient to discharge such tax in the event such 
contest is resolved against the Borrower.  The Borrower shall not be in 
default under this Section by reason of the existence of a lien for taxes 
not then due.

      3.11  The Borrower will put and maintain its properties in good 
repair, working condition and order and, from time to time, make all needful 
and proper repairs, renewals and replacements. 

      3.12  The Borrower will maintain insurance at all times covering such 
risks and in such amounts as the Bank may reasonably require in accordance 
with industry standards, all such insurance to be in such form and for such 
periods and written by such companies as shall be reasonably acceptable to 
the Bank.

      3.13  The Borrower will pay or reimburse the Bank, on demand, for all 
reasonable expenses (including, without limitation, counsel fees and 
expenses) incurred or paid by the Bank in connection with the preparation, 
amendment, interpretation, extension or negotiation of this Agreement, and 
any instrument, agreement or document to be delivered pursuant hereto; the 
enforcement by the Bank of its rights as against the Borrower; and in the 
defense of any action against the Bank with respect to its rights or 
liabilities hereunder or thereunder if the Bank prevails in such action.

      3.14  The Borrower will punctually and promptly make all payments and 
perform all other obligations which may be required of it with respect to 
any indebtedness (whether for money borrowed, goods purchased, services 
rendered or however such indebtedness may otherwise arise) owing to persons, 
firms or corporations other than the Bank, including, without limitation, 
indebtedness which may be secured by a security interest in assets of the 
Borrower or property of the Borrower, and all obligations under the terms of 
any lease in which the Borrower is the lessee.  The provisions of this 
section shall not preclude the Borrower from contesting in good faith and 
diligently prosecuting any such indebtedness or obligation.

      3.15  The Borrower shall pay or cause to be paid when due all amounts 
necessary to fund in accordance with their terms all the Borrower's deferred 
compensation plans whether now in existence or hereafter created, and the 
Borrower will not withdraw from participation in, permit the termination or 
partial termination of, or permit the occurrence of any other event with 
respect to any deferred compensation plan maintained for the benefit of its 
employees under circumstances that could result in liability to the Pension 
Benefit Guaranty Corporation, or any of its successors or assigns, or to the 
entity which provides funds for such deferred compensation plan.

                                  SECTION 4
                                  ---------

                             NEGATIVE COVENANTS
                             ------------------

      4.1   The Borrower (not including Parlex Shanghai) will not issue 
evidences of indebtedness or create, assume, become contingently liable for, 
or suffer to exist indebtedness in addition to indebtedness to the Bank, 
except for debt to its officers, directors and stockholders that is 
subordinated to the Loans on terms reasonably satisfactory to the Bank (the 
"Subordinated Debt"); provided, however, that the Borrower may incur 
liabilities which are incurred or arise in the ordinary course of the 
Borrower's business (other than liabilities incurred or arising with respect 
to money borrowed.

      4.2   The Borrower will not declare or pay dividends (unless payable 
in capital stock of the Borrower, which shall be allowed) or authorize or 
make any other distribution with respect to its shares of capital stock of 
the Borrower, whether now or hereafter outstanding (unless all financial 
covenants contained herein have been satisfied and such action would not 
cause the Borrower to violate any such covenants).

      4.3   The Borrower will not make any loans or advances to any 
individual, firm or corporation, including, without limitation, its officers 
and employees; provided, however, that (a) the Borrower may make advances to 
its employees, including its officers, with respect to expenses incurred by 
such employees, which expenses are reimbursable by the Borrower and directly 
related to the conduct of the Borrower's business; and (b) the Borrower may 
make loans to Parlex Shanghai.

      4.4   The Borrower will not invest in or purchase any stock or 
securities of any individual, firm or corporation, provided, however, that 
the Borrower may invest in (a) direct obligations of the United States of 
America having a maturity of one year or less from the date of investment; 
(b) investment grade bonds; (c) any other security for the purpose of 
obtaining 10-K's and other financial reports, provided that such investment 
does not exceed One Thousand ($1,000.00) Dollars; (d) the Parlex Shanghai 
joint venture; and (e) the proposed "Chinese" joint venture.  In addition, 
the Borrower may buy back shares of its own stock.

      4.5   The Borrower will not, without the Bank's prior written consent 
(which shall not be unreasonably withheld), merge or consolidate or be 
merged or consolidated with or into any other corporation.

      4.6   The Borrower will not sell or dispose of any of its assets, 
except that the Borrower may: (a) sell inventory in the ordinary and usual 
course of its business;(b) dispose of (or trade in) equipment which is no 
longer required for the conduct of the Borrower's business so long as the 
Borrower receives therefor a sum (or credit) substantially equal to such 
equipment's fair value; and (c) sell any of its other assets, provided that 
the net book value thereof does not exceed $300,000.00 in any fiscal year.

      4.7   Except as set forth on Exhibit A, the Borrower will not grant or 
suffer to exist any mortgage, pledge, title retention agreement, security 
interest, lien, charge or encumbrance with respect to any of its assets, 
tangible or intangible, whether now owned or hereafter acquired, or subject 
any of such assets to the prior payment of any indebtedness, or transfer in 
any manner any of such assets with the intent or purpose, directly or 
indirectly, of subjecting such assets to the payment of indebtedness, except 
for purchase money security interests in the Borrower's equipment.

      4.8   The Borrower will not engage in any business other than the 
business in which it is currently engaged or a business reasonably allied 
thereto.

      4.9   (Minimum Current Ratio).  The Borrower will not permit the ratio 
of its current assets to its current liabilities, determined on a 
consolidated basis, to be less than 1.5 to 1 as at the last day of each 
fiscal quarter of the Borrower.

      4.10  (Minimum Tangible Net Worth).  The Borrower will not permit its 
tangible net worth, determined on a consolidated basis, to be less than 
$30,000,000.00 as at the last day of each fiscal quarter of the Borrower.  
The term "tangible net worth" shall mean stockholders' equity determined in 
accordance with generally accepted accounting principles, consistently 
applied, subtracting therefrom: (i) intangibles (as determined in accordance 
with such principles so applied), including, without limitation, goodwill, 
purchased technology and capitalized software development costs; and (ii) 
accounts and indebtedness owing from any employee or parent, subsidiary or 
other affiliate.

      4.11  (Maximum Total Liabilities to Tangible Net Worth Ratio).  The 
Borrower will not permit the ratio of its total liabilities (including, 
without limitation, all deferred taxes and contingent liabilities such as 
guarantees) to its tangible net worth, determined on a consolidated basis,  
to be more than 1.0 to 1 as at the last day of each fiscal quarter of the 
Borrower. 

      4.12  (Minimum Debt Service Coverage Ratio).  The Borrower will not 
permit the ratio of its: (a) EBITDA, minus unfinanced capital expenditures, 
minus dividends and distributions; to (b) interest, plus current maturities 
of long term indebtedness; determined on a consolidated basis, to be less 
than 2.0 to 1 for the twelve-month period ending on the last day of each 
fiscal quarter of the Borrower.  For the purposes of this Section, the term 
"EBITDA" shall mean, for the applicable period, income from operations 
before the payment of interest and taxes, plus depreciation and 
amortization.  Prior to the Expiration Date, outstanding balances under the 
Revolving Loan shall not be considered current maturities of long term 
indebtedness.

      4.13  (Maximum Senior Indebtedness to EBITDA).  The Borrower will not 
permit the ratio of its senior indebtedness to its EBITDA, determined on a 
consolidated basis, to be more than 2.0 to 1 for the twelve-month period 
ending on the last day of each fiscal quarter of the Borrower.  For the 
purposes of this Section, the term "senior indebtedness" shall mean  all 
funded indebtedness owing by the Borrower to the Bank and any other 
institutional lender.

      4.14  All accounting terms not otherwise specifically defined herein 
shall be construed and interpreted in accordance with generally accepted 
accounting principles consistently applied.

                                  SECTION 5
                                  ---------

                                   DEFAULT
                                   -------

      5.1  The occurrence of any of the following events (after the 
expiration of any applicable grace period) shall be an Event of Default 
hereunder:

      (a)   The Borrower shall fail to pay any installment of principal or 
            interest on account of the Loans when such payment is due, which 
            failure remains uncured for five (5) business days.

      (b)   The Borrower shall fail to observe or perform any covenant or 
            agreement contained in this Agreement or in any instrument, 
            document or agreement executed pursuant hereto, and in the event 
            that such failure can be cured, such failure remains uncured for 
            ten (10) business days.

      (c)   Any warranty, representation or statement made or furnished to 
            the Bank by or on behalf of the Borrower proves to have been 
            false in any material respect when made or furnished.

      (d)   Any event which results in the acceleration of the maturity of 
            the indebtedness of the Borrower to others under any indenture, 
            agreement, undertaking or otherwise.

      (e)   Dissolution, termination of existence or insolvency of the 
            Borrower.

      (f)   The Borrower shall: (i) cease, be unable, or admit in writing 
            its inability to pay its debts as they mature, or make a general 
            assignment for the benefit of, or enter into any composition, 
            trust mortgage or other arrangement with creditors; (ii) apply 
            for, or consent (by admission of material allegations of a 
            petition or otherwise) to the appointment of a receiver, trustee 
            or liquidator of the Borrower or of a substantial part of its 
            assets, or authorize such application or consent, or proceedings 
            seeking such appointment shall be commenced against the 
            Borrower; or (iii)the filing of any complaint, application or 
            petition by the Borrower or with the Borrower's consent (by 
            admission of material allegations of a petition or otherwise) 
            initiating any matter in which the Borrower is or may be granted 
            any relief from its debts pursuant to Title 11 of the United 
            States Code entitled "Bankruptcy" (the "Bankruptcy Code") or any 
            other bankruptcy, reorganization, readjustment of debt, 
            insolvency, dissolution, liquidation or other similar law of any 
            jurisdiction.

      (g)   The filing against the Borrower of a petition under the 
            Bankruptcy Code naming the Borrower as debtor, which is not 
            dismissed within sixty (60) days thereafter.

      (h)   The calling or sufferance by the Borrower of a meeting of the 
            creditors of the Borrower or the occurrence of a meeting by the 
            Borrower or a representative thereof with a formal or informal 
            committee of creditors of the Borrower.

      5.2   Upon the occurrence of any Event of Default, all Loans of the 
Borrower to the Bank shall, at the Bank's option and without notice or 
demand, and notwithstanding any terms of payment in any note or other 
instrument evidencing such Loans, become immediately due and payable, and 
any obligation of the Bank to consider making Loans pursuant to Section 1 
shall terminate.


                                  SECTION 6
                                  ---------

                                   NOTICE
                                   ------

      6.1   All notices and other communications hereunder shall be made by 
facsimile, overnight air courier, or certified or registered mail, return 
receipt requested, and shall be deemed to be received by the party to whom 
it was sent one (1) business day after sending, if sent by facsimile, or 
overnight air courier, and three (3) business days after mailing if sent by 
certified or registered mail.  All such notices and other communications to 
a party hereto shall be addressed to such party at the address set forth at 
the beginning of this Agreement or to such other address as such party may 
designate for itself in a notice to the other party given in accordance with 
this section.

      6.2   The addresses to which such communications shall be sent are as 
follows:

      (a)   If intended for the Borrower, to:

            Parlex Corporation
            145 Milk Street
            Methuen, MA 01844
            ATTN:  Peter J. Murphy, President
            Phone:  (978) 685-4341
            Fax:    (978) 685-7867

            with copies to:
            Edward D. Kutchin, Esq.
            Kutchin & Rufo, P.C.
            One Liberty Square
            Boston, MA 02109
            Phone:  (617) 542-3000
            Fax:    (617) 542-3001

      (b)   If intended for the Bank, to:

            Fleet National Bank
            One Federal Street
            Boston, MA 02110
            ATTN:  David M. Farwell, Assistant Vice President
            Phone:  (617) 346-0658
            Fax:    (617) 346-0600

            with copies to:

            Brian T. Garrity, Esq.
            Shapiro, Israel & Weiner, P.C.
            100 North Washington Street
            Boston, MA 02114
            Phone:  (617) 742-4200
            Fax:    (617) 742-2355

      6.3   The addresses set forth herein may be changed by notice hereunder.

                                  SECTION 7
                                  ---------

                                MISCELLANEOUS
                                -------------

      7.1   The Borrower will from time to time execute and deliver to the 
Bank all such other and further instruments and documents and take or cause 
to be taken all such other and further action as the Bank may reasonably 
request in order to effect and confirm or vest more securely in the Bank all 
rights contemplated in this Agreement.

      7.2   The Borrower may take any action herein prohibited or omit to 
perform any act required to be performed by the Borrower if the Borrower 
shall obtain the Bank's prior written consent to each such action, or 
omission to act, which consent shall not be unreasonably withheld.  No 
waiver on the Bank's part on any one occasion shall be deemed a waiver on 
any other occasion.  The Bank shall not be deemed to have waived any of its 
rights hereunder unless such waiver shall be in writing and duly signed by 
an authorized officer of the Bank.

      7.3   This Agreement may be amended only by an instrument in writing 
and duly signed by an authorized officer of the Borrower and an authorized 
officer of the Bank.

      7.4   All covenants, agreements, representations and warranties 
contained in this Agreement shall bind the Borrower, its respective 
successors and assigns, and shall inure to the Bank's benefit and the 
benefit of the Bank's successors and assigns, whether expressed or not.

      7.5   All rights of the Bank hereunder shall be cumulative.  The 
Borrower and any guarantor hereby waives presentment and protest of any 
instrument and any notice thereof.

      7.6   If any provisions of this Agreement shall be held to be illegal 
or unenforceable, such illegality or unenforceability shall relate solely to 
such provision and shall not affect the remainder of this Agreement.

      7.7   This Agreement shall be construed and enforced in accordance 
with the laws of the Commonwealth of Massachusetts.

      7.8   This Agreement shall take effect as an instrument under seal.

      7.9   BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND 
INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE OR HEREAFTER HAVE TO A TRIAL BY 
JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING 
TO THIS AGREEMENT.  Borrower hereby certifies that neither Bank nor any of 
its representatives, agents or counsel has represented, expressly or 
otherwise, that Bank would not, in the event of any such suit, action or 
proceeding, seek to enforce this waiver of right to trial by jury.  Borrower 
acknowledges that Bank has been induced to enter into this Agreement by, 
among other things, this waiver.  Borrower acknowledges that it has read the 
provisions of this Agreement and in particular, this Section; has consulted 
legal counsel; understands the right it is granting in this Agreement and is 
waiving in this Section in particular, and makes the above waiver knowingly, 
voluntarily and intentionally.

      7.10  Borrower and Bank agree that any action or proceeding to enforce 
or arising out of this Agreement may be commenced in any court of the 
Commonwealth of Massachusetts sitting in the counties of Suffolk or 
Middlesex, or in the District Court of the United States for the District of 
Massachusetts.

      7.11  The exhibits annexed hereto as Exhibit A and Exhibit B are the 
only exhibits to be annexed to this Agreement, and the material contained 
therein shall be incorporated herein.

      7.12  The captions herein contained are inserted as a matter of 
convenience only and such captions do not form a part of this Agreement and 
shall not be utilized in the construction hereof.

WITNESS:                          PARLEX CORPORATION

______________________________    By:____________________________________
                                     Peter J. Murphy, President

                                  FLEET NATIONAL BANK

                                  By:____________________________________
                                     David M. Farwell, Assistant Vice President



                                  EXHIBIT A
                                  ---------


2.1(c)   Encumbrances



SECURED PARTY OR LESSOR:               COLLATERAL:
------------------------               -----------



2.1(f)   General Nature of Borrower's Business



2.1(g)   Subsidiaries and Investments



2.1(h)   Litigation



2.1(i)   Date and Period Covered of Most Recent Financial Statements 
         Furnished to the Bank



2.1(k)   Material Changes in Operations



2.1(m)   Other Locations



2.1(q)   Deferred Compensation Plans