DATED 18 JANUARY 1991
                             ---------------------



                             HOWARD THOMAS GIBSON
                                  -  and -
                                  JOAN GIBSON (1)

                       CHEMFAB HOLDINGS U.K. LIMITED (2)

                          CHEMICAL FABRICS EUROPE (3)



                       ---------------------------------
                            SHARE PURCHASE AGREEMENT
                                  relating to
                       Fluorocarbon Fabrications Limited
                       ---------------------------------





                             Withers
                             20 Essex Street
                             London
                             WC2R 3AL
                             Tel: 071-836 8400
                             Tlx: 24213 WITHER G
                             Fax: 071-240 2278
                             Ref: CAS

                                       CONTENTS
                                      ---------
                                                                 Page No.
                                                                 --------
                   PARTIES
                   -------
                   
                   RECITALS
                   --------

              1.   Interpretation                                      1
              2.   Sale of Shares                                      2
              3.   Consideration                                       2
              4.   Completion Accounts                                 3
              5.   Escrow Account                                      5
              6.   Completion                                          6
              7.   Loans                                               7
              8.   Restriction on Vendors                              8
              9.   Warranties                                         10
             10.   Limitation of Liability                            11
             11.   Nature of obligations                              16
             12.   Confidentiality and Announcements                  16
             13.   Further Assurance                                  17
             14.   Employees                                          17
             15.   Costs                                              17
             16.   Waiver of Pre-emption Rights                       17
             17.   Notices                                            17
             18.   Miscellaneous                                      18

            Schedule 1   -   Vendors                                  21
            Schedule 2   -   Definitions                              22
            Schedule 3   -   Directors                                25
            Schedule 4   -   Representations and Warranties           26
            Schedule 5   -   Deed of Indemnity                        48
            Schedule 6   -   Fixed Assets                             54

THIS  AGREEMENT  is made the 18    of January     1991
PARTIES : -

(1)  The Persons whose names and addresses are set out in the first column of
     Schedule 1 (together called "the Vendors"); and

(2)  CHEMFAB HOLDINGS U.K.  LIMITED  ("the Purchaser")  a company registered in
     England under number 2560118 with its registered office at 20 Essex Street,
     London WC2R 3AL

(3)  CHEMICAL FABRICS EUROPE ("the Guarantor") a company registered in Ireland
     with its registered office at Kilrush, County Clare, Republic of Ireland.

RECITALS : -

(A)  The  Vendors  and  Chemical   Fabrics  Corporation ("Chemfab") entered into
     Heads of Agreement on 5th November 1990 ("the Heads of Agreement") pursuant
     to which the Vendors agreed subject to contract to sell all of the issued
     and allotted shares of the Company to Chemfab or its Affiliate as therein
     defined

(B)  The Vendors are the beneficial owners of the whole of the issued and
     allotted shares of the Company (as defined in Schedule 2) in the respective
     amounts set out opposite their names in Schedule 1.

(C)  The Vendors have the right, power and authority to sell and procure the
     transfer of such shares free from any  claims,  charges,  liens,
     encumbrances  or equities.

(D)  The Purchaser is an affiliate of Chemfab and wishes to purchase and the
     Vendors wish to sell the issued and allotted shares   of the Company owned
     by the Vendors on the terms and conditions and on the basis of  the
     representations,  warranties,  undertakings, agreements and indemnities
     hereinafter mentioned.

NOW IT IS HEREBY AGREED:

1.   INTERPRETATION
     --------------

1.1       In this Agreement and in the Schedules except where the context
          otherwise requires the words and expressions defined in Schedule 2
          shall have the meanings respectively there given to them.

1.2       Subject to Clause 1.1, words and phrases the definitions of which are
          contained or referred to in Part XXVI Companies Act 1985 shall be
          construed as having the meaning thereby attributed to them.

1.3       References to statutory provisions shall be construed as references to
          those provisions as re-enacted or as their application is modified by
          other provisions (whether before or after the date hereof but not so
          as to increase or impose any liability upon the Vendors  under the
          Warranties or Indemnities) from time to time and shall include
          references to any provisions of which they are re-enactments (whether
          with or without modfication)  and  shall  also  include statutory
          instruments or orders from time to time made pursuant to them.

1.4       Any document expressed to be "in the approved form"  means a document
          approved by (and for the purpose of identification signed by or on
          behalf of) the parties hereto.

1.5       References to clauses and schedules are references to clauses and
          schedules  in this  Agreement and references to sub-clauses are,
          unless otherwise stated, references to sub-clauses of the clause in
          which the references appear.

1.6       The headings in this Agreement and the Schedules are inserted for
          convenience only and shall not affect the construction of this
          Agreement.

2.   SALE OF SHARES
     --------------

2.1       Subject to the terms of this Agreement each of the Vendors as
          beneficial owner shall sell and the Purchaser  shall purchase, free
          from all liens, charges, adverse claims and encumbrances and together
          with all rights now or hereafter attaching thereto the number of
          ordinary shares in the capital of the Company set opposite his name
          in the second column of Schedule 1.

2.2       The Purchaser shall not be obliged to complete the purchase of any of
          the Shares unless the purchase of all the Shares is completed
          simultaneously.

3.   CONSIDERATION
     -------------

3.1       Subject to Clauses 3.2 and 4 below, the price payable to the Vendors
          for the Sale Shares ("the Purchase Price") will be TWO HUNDRED
          THOUSAND POUNDS ( Pounds 200,000).

3.2       The Purchase Price will be satisfied by payments in cash as follows.

3.2.1     the sum of  Pounds 175,000 by telegraphic transfer to the Vendors'
          Solicitors designated bank at Completion;

3.2.2     the sum of  Pounds 25,000 into an interest bearing deposit account
          in the joint names of the Purchaser's Solicitors and the Vendors'
          Solicitors ("the Escrow Account") on the terms set out in Clause 5.

4.   Completion Accounts
     --------------------

4.1.1     As soon as practicable and in any event within 45 days of Completion
          the Vendors' Accountants (at the cost of the Vendor or (so far as
          may be lawful so to do) as a cost accrued to the Company) will
          prepare a balance sheet of the Company as at the date of Completion
          and a profit and loss account of the Company for the period from 1
          November 1990 to the close of business on the day before the date of
          Completion ("the Completion Accounts") and a certificate of the Net
          Asset Value of the Company as at Completion (the "NAV Certificate")
          using the same accounting policies as used in the Accounts and
          deliver the Completion Accounts and the NAV Certificate to the
          Purchaser.

4.1.2     At its election and at its own cost the Purchaser will either carry
          out its own audit or review the work of the Vendors' Accountants and
          within 45 days of delivery of the NAV Certificate notify the Vendors
          as to whether or not it approves the NAV Certificate.

4.1.3     In the event that the Purchaser shall not within such period of 45
          days agree the Net Asset Value then the Vendors and the Purchaser
          shall together attempt to resolve any such written queries and
          observations that have been raised by the Purchaser with regard
          thereto.  If no such resolution has been agreed between the parties
          within a further period of 14 days of notification to the Vendors by
          the Purchaser, the matter shall be referred to an independent firm of
          chartered accountants as may be appointed by agreement between the
          Vendors and the Purchaser or, failing such agreement within 7 days,
          by the President of the Institute of Chartered Accountants in England
          and Wales for the time being.  The decision of such chartered
          accountants (acting as experts and not as arbitrators) shall, in the
          a    bsence of manifest error, be final and binding upon the parties
          and  shall be incorporated in or otherwise dealt with in the NAV
          Certificate. The fee of such chartered accountants shall be borne as
          such independent firm shall determine, or, in the absence of any such
          determination, equally by the Vendors and the Purchaser.

4.1.4     In the event that the Purchaser does not raise any queries or
          observations in respect of the Completion Accounts and the N.A.V.
          Certificate within 45 days of their delivery to it or if they shall
          agree the Completion Accounts and the N.A.V. Certificate then (and in
          either such case) the Net Asset Value shall be as stated in the
          N.A.V. Certificate and the Purchaser shall be deemed to have agreed
          for all purposes of this Agreement the Net Asset Value of the Company

4.1.5     IT IS HEREBY AGREED tht in preparing the Completion Accounts and the
          N.A.V. Certificate, the Vendors' Accountants shall not be required to
          re-circulate any of the debtors of the Company in respect of debts in
          respect of which contact was made in the preparation of the Accounts
          but the Purchasers may, if they so decide and to the extent that time
          permits in accordance with Clause 4.1.2, re-circulate such debtors in
          carrying out their review under such Clause.

4.2       In the event that the Net Asset Value is agreed, certified or
          determined to be more or less than SEVENTY SIX THOUSAND POUNDS
          (Pounds 76,000) sterling as at Completion, the Purchase Price shall
          be accordingly increased or decreased respectively on a pound for
          pound basis.

4.3       For the purposes of the NAV Certificate, the Fixed Assets of the
          Company, being those listed in Schedule 6, shall be deemed to have an
          aggregate fair  value of TWELVE THOUSAND SIX HUNDRED AND TEN POUNDS
          (Pounds 12,610) sterling. In addition stock will be valued  on the
          same basis as in the accounts for the periods ended 31 October 1989 
          and 31 October 1990 using the same accounting principles consistently
          applied.

4.4       For the purposes of this Agreement, Fixed Assets shall be defined
          as only the property, plant and equipment owned by the Company at
          Completion shown in Schedule 6.

4.5       Immediately following completion of the Completion Accounts and
          agreement or adjudication of the NAV Certificate the Purchaser
          shall procure the resignation of the Vendors Accountants as
          Auditors of the Company, together  with  their  acknowledgement
          that  no monies are owed to them by the Company and a statement in
          accordance with Section 394 of the Companies Act 1985.

5.   Escrow Account
     --------------
          
          Upon  agreement  or  adjudication  of  the  NAV Certificate: -

5.1       if the Net Asset Value is greater than  Pounds 76,000, an amount equal
          to the excess over  Pounds 76,000 will be paid in cash to the Vendors
          together with the amount  (including  interest)  in  the  Escrow
          Account within five (5) working days.

5.2       if the Net Asset Value is found to be less than  Pounds 76,000  but
          not less than Pounds 51,000, the difference below Pounds 76,000 will
          be paid out of the Escrow Account to the Purchaser within five (5)
          working days together with interest accrued on that amount from
          Completion until the date of payment;

5.3       if the Net Asset Value is found to be less than Pounds 51,000, in
          addition to the payment out of the Escrow  Account  pursuant  to
          Clause 5.2,  the Vendors will pay the balance to the Purchaser within
          five (5) working days;

5.4       the  remaining balance  in  the Escrow  Account after  the application
          of  Clause 5.2  above, together with accrued interest, will then be
          immediately paid out  to  the Vendors as the balance of the Purchase
          Price;

5.5       if the Net Asset Value is found to be exactly Pounds 76,000, the
          balance in the Escrow Account (including interest) will be paid to the
          Vendors within five (5) working days.

5.6       Any sums which are not paid to the other party as required under
          Clause 5.1 or 5.3 or Clause 7 shall bear interest (which shall accrue
          from day to day after as well as before any judgment for the same) at
          the rate of 4% per annum over the base rate of the National
          Westminster Bank Plc from that date up to and including the date of
          actual payment of such sums.

6.   COMPLETION
     ----------

6.1       Subject  to  the  provisions  of  this  clause Completion shall take
          place on 17 January 1991 whereupon:

6.1.1     The Vendors shall deliver to the Purchaser:

6.1.1.1   duly executed transfers of the Shares by the registered holders
          thereof  in favour of  the Purchaser or  its  nominees  together with
          the relevant share certificates;

6.1.1.2   statements in respect of all bank accounts of the Company as at a date
          not more than 2 working days before Completion and all cheque books
          and bankers' cards in respect thereof;

6.1.1.3   such waivers or consents in the approved form as the  Purchaser  may
          require  to  enable  the Purchaser or its nominees to be registered as
          holders of the Shares; and

6.1.1.4   the Supply Agreement in the approved form signed by Aerovac Systems
          (Keighley) Ltd;

6.1.2     The Vendors shall deliver to the Purchaser:

6.1.2.1   the Deed of  Indemnity duly executed by  the covenantors named
          therein;

6.1.2.2   all the statutory and other books (duly written up to but excluding
          the date of Completion) of the Company and its certificate of
          incorporation and common seal;

6.1.3     The Vendors shall procure:

6.1.3.1   a board meeting to be held at which such persons as the Purchaser
          shall before completion have nominated to be appointed as directors
          and as new secretary of the Company be appointed and, upon  such
          appointment,  forthwith  cause  the Directors and the secretary or
          secretaries of the Company to  retire from their  respective offices
          and as employees each delivering to the Purchaser a letter under seal
          in the approved form acknowledging that the person so retiring
          has no claim or right of action outstanding of whatever nature against
          the Company excluding sums due  to them pursuant  to Clause  7  but
          including but not limited to claims or rights of action for breach of
          contract wrongful dismissal, compensation for loss of office, unfair
          dismissal or redundancy;

6.1.3.2   amendment of all authorities to the bankers of the Company relating to
          bank accounts to give authority to such persons as the Purchaser may
          prior to Completion have nominated to operate the same;

6.1.3.3   the repayment of all loans due to the Company from and all loans due
          from the Company to every other company in the issued share capital of
          which the Vendors have directly or indirectly an interest;

6.1.3.4   save  as  provided  in  Clause  7  below,  the repayment of all loans
          due from the Company to and all loans due to the Company from
          directors or employees of the Company including repayment of the loan
          from the directors' pension scheme by the Company;

6.1.3.5   the payment up to Completion of all directors' fees, expenses,
          pensions  configurations  and bonuses (if any) of all directors in the
          amounts disclosed in the Disclosure Letter;

6.1.4     The Purchaser shall:

6.1.4.1   pay  the  amount  of   Pounds 175,000  as  provided  by Clause 3
          (payment to be made by way of banker's draft or telegraphic transfer
          to the Vendors' whose receipt shall be an absolute discharge and the
          Purchaser shall not be concerned with the allocation or distribution
          amongst the Vendors of  any  sum  paid  by  way  of  consideration
          hereunder); and

6.1.4.2   deliver to the Vendors a counterpart of the Deed of Indemnity duly
          executed by the Purchaser and the Company;

6.1.4.3   deliver to the Vendors the Supply Agreement in the  approved  form
          signed  by  its  affiliate Chemical Fabrics Europe.

7.   LOANS
     -----

7.1       The Vendors agree to provide the Company an interest free loan of
          Pounds 54,231 representing part of  the ACT paid on 14 November  1990
          on the pre-sale dividend of  Pounds 200,000 declared in the period
          ended 31 October 1990.   The Purchaser hereby undertakes  to procure
          the Company  to repay the loan on the date and to the extent the
          Company receives the ACT refund or any part thereof without set-off or
          any  reduction  in mainstream corporation tax attributable thereto.
          The  Vendors  acknowledge  that  in  respect  of  Pounds 47,543 of the
          loan the Purchaser's undertaking is  limited  to  taking  no  action
          to  prevent collection or remittance to the Vendors by the Vendors'
          Accountants in accordance with a letter of instruction by the Company
          to the Vendors' Accountants dated 14 December 1990. The Purchaser
          undertakes to file its 1991 Corporation Tax Return at the earliest
          possible date once the audited figures are available to complete such
          calculation and further undertakes itself  and  undertakes to procure
          that  the Company and all of its holding and subsidiary companies take
          no steps which will cause a delay or  reduction in the ACT refund or
          the said reduction in mainstream corporation tax.

7.2       In addition the Vendors will maintain a loan to the Company in an
          amount sufficient at the date of Completion to ensure that the Company
          does not have an overdraft in its bank account being the  sum of
          Pounds NIL.   The  Purchaser  hereby undertakes to procure the Company
          to repay the loan referred to under this Clause 7.2 as soon as funds
          are available but in any event within 90 days of Completion.

8.   RESTRICTIONS ON VENDORS
     -----------------------

8.1       The Vendors hereby undertake with the Purchaser and the Company that
          except with the written consent of the Purchaser they, either
          separately or together will not:

8.1.1     for the period of five (5) years from Completion, directly or
          indirectly, on their own account or jointly with or for any other
          person, firm or  company be  engaged or  concerned or interested in
          any business, firm or company carrying on business in the area
          comprising the United Kingdom and France which is competitive with any
          business carried on by the Company within 2 years prior to Completion,
          provided that nothing in this clause shall prevent any of the Vendors
          from being the holder of or from being beneficially interested in any
          class of securities in any company if such class of securities is
          listed on The Stock Exchange, traded in the Unlisted Securities Market
          or any other recognised stock exchange where the relevant Vendor
          neither holds nor is beneficially interested in more than a total of 5
          per cent of all the issued securities of that class; or

8.1.2     for a period of five (5) years from Completion either personally or
          by  their  agent  or  by letters, circulars or advertisements and
          whether for themselves or on behalf of any person, firm or company,
          canvass or solicit orders for goods (of similar type to those being
          manufactured or dealt in or for services similar to those being
          provided by the Company within 2 years prior to Completion] from any
          person, firm or company who or which is at Completion or has been at
          any time within eighteen months prior to Completion a customer of the
          Company; or

8.1.3     at any time hereafter make use of or disclose or divulge to any third
          party (other  than  to officers or employees of the Company whilst it
          remains under the ownership and control of the Purchaser and whose
          province it is to know the same or to the Purchaser, or except insofar
          as they shall have a statutory duty so to do) any information of a
          secret or confidential nature relating to any business of the Company.
          This restriction  shall  cease  to  apply  to  any information or
          knowledge which may come into the public domain other than through the
          act or default of either of the Vendors; or

8.1.4     at any time hereafter in relation to a business competitive with any
          business carried on by the Company    in  the  period  2 years  prior
          to Completion use or (insofar as they can reasonably do so) allow to
          be used any trade name (save for "Fluorovac") used by the Company at
          Completion or any other name intended or likely to be confused
          therewith; or

8.1.5     at  any  time  during  the  period  of  3  years hereafter solicit or
          induce, or endeavour to solicit or induce, anyone other than the
          Vendors who is an employee of the Company at the date hereof or at
          Completion to leave the employment or service of the Company save with
          the prior written consent of the Purchaser.

8.2       The reference to the Company in clause 8.1 shall include its
          successors in business.

8.3       Each of the covenants contained clause 8.1 shall be enforceable by the
          Purchaser independently of each of such other covenants and shall not
          be affected by any unenforceability or invalidity of any of such other
          covenants.

8.4       The Vendors hereby acknowledge and agree that having obtained
          professional advice, the covenants contained in this clause are fair
          and reasonable in the context of this Agreement as a whole.

8.5       If any of the restrictions contained in this clause shall be found to
          be void but would be valid if some part thereof were deleted, or the
          period or  area of  application reduced,  such restriction shall apply
          with such modification as  may  be  necessary  to  make  it  valid
          and effective.

8.6       Nothing contained in this Agreement shall prevent the Vendors, either
          separately or together, from directly or indirectly, on their own
          account or jointly with or for any other person, firm or Company be
          engaged or concerned or interested in and may either personally or by
          their agent or by letters, circulars or advertisements and whether for
          themselves or on behalf of any person, firm or Company canvass or
          solicit orders for goods in relation to:-

8.6.1     any business engaged in the cutting and forming of PTFE glass cloth
          shapes for sale into the composite fibre reinforced resin,
          electronic/PCB and glass laminated industries; and

8.6.2     vacuum/pressure composite film lamination.

9.   WARRANTIES
     ----------

9.1       The Vendors jointly and severally warrant to the Purchaser in the
          terms of Schedule 4  as  at Completion and it is hereby declared that
          the Purchaser has entered into this Agreement in reliance on the
          Vendors so warranting.

9.2       The Warranties are given subject to matters expressly disclosed in
          the Disclosure Letter and to the other provisions of this Agreement
          but no other information relating to the Company of which the
          Purchaser has knowledge (actual, imputed or constructive) shall
          prejudice any claim made by the Purchaser under the Warranties or
          operate to reduce any amount recoverable.

9.3       The Warranties set out in each sub-paragraph or paragraph of Schedule
          4 shall be separate and independent, and save as expressly provided,
          shall not be limited by reference to any other sub-paragraph or
          anything in this Agreement or the Schedules.

9.4       The Vendors hereby acknowledge to and agree with the Purchaser (as
          trustee for the Company) that, in making the Warranties and preparing
          the Disclosure Letter, the Vendors have not relied on any information
          or advice supplied or given by the Company or its officers and
          employees and hereby waive any rights which they may have against them
          in respect of any misrepresentation, inaccuracy or omission in or from
          any such information and advice.

9.5       Where any of the Warranties is qualified by the words "to the best of
          the knowledge, information and belief of the Vendors" or "as far as 
          the Vendors are aware" or any similar expression there shall be 
          deemed to be included (save where expressly stated) an additional 
          warranty that the Vendors have made due and careful enquiry in 
          respect of such matters.

9.6       The Vendors hereby warrant to the Purchaser (for itself and as trustee
          for and for the benefit of the Company that they will at all times
          keep the Purchaser and the Company indemnified from and against all
          costs, claims, damages, demands, expenses, losses and liabilities
          which the Purchaser and/or the Company may sustain incur or pay by
          reason of any breach or non-fulfilment of any of the Warranties
          numbered 3, 5, 7, 8, 9, 18.2, 18.4, 24, 25, 27 and 40.

10.  LIMITATION OF LIABILITY
     -----------------------

10.1      The liability of the Vendors under this Agreement (which for the
          avoidance of doubt for the purposes of this Clause shall be deemed to
          include the Schedules thereto)  and under the Deed of Indemnity shall
          be limited in accordance with the following provisions of this Clause
          notwithstanding  any  other  provision  of  this Agreement or the Deed
          of Indemnity and where any such other provisions appear to be in
          conflict or inconsistent with this Clause the provisions hereof shall
          prevail.

10.2      The  liability  of  the  Vendors  under  this Agreement and under the
          Deed of Indemnity shall in respect of matters relating to Tax cease
          six years from the Completion Date and in relation to all other
          matters shall cease on 31st January 1993 unless as regards any alleged
          specific breach of any of the warranties or any Tax Claim notice in
          writing (containing details of the circumstances giving rise to such
          breach or claim, the nature thereof and the total amount or alleged
          liability therefor), shall have been served on  the Vendors  within
          the respective periods aforementioned and further provided that
          proceedings shall have been commenced and served on the Vendors within
          six months of the giving of the notice as aforesaid.

10.3      The liability of the Vendors under this Agreement and under the Deed
          of Indemnity including for this purpose all reasonable costs and
          expenses of or incidental to the negotiation, presentation and
          settlement of any claim which the Vendors agree to pay shall not in
          aggregate exceed Pounds 200,000 subject to adjustment following the
          Completion Audit.

10.4      The Purchaser shall not be entitled to make any claim under the
          Warranties or under the Deed of Indemnity until the aggregate of all
          claims has reached Pounds 5,000 when the whole of such claims shall be
          presented by the Purchaser to the Vendors for payment.

10.5      The Vendors shall have no liability under this Agreement in respect of
          any loss if and to the extent that the same is covered by any policy
          of insurance effected by the Company at the date hereof under which
          the Purchaser is able to recover its loss.

10.6      The Purchaser shall have no claim against the Vendors under the
          provisions of this Agreement to the extent of the amount of any
          specific provision or reserve in the Completion Accounts or note in
          the Accounts for any liabilities (including  but  not  limited  to
          contingent unqualified and disputed liabilities and including
          provisions for Tax) which would otherwise have been the subject of
          such claim.

10.7      The Vendors shall have no liability under this Agreement for any claim
          which would not have arisen but for some voluntary act or transaction
          carried out by or on behalf of the Purchaser and/or the Company after
          Completion.

10.8      The Purchaser shall have no claim against the Vendor under this
          Agreement to the extent that such claim arises as a result only of any
          provision or reserve in respect thereof being insufficient by reason
          of an increase in rate of Tax made after the Accounting Date.

10.9      The Purchaser (which shall for this purpose include the Company) shall
          not be entitled to recover from the Vendors under this Agreement and
          under the Deed of Indemnity more than once in respect of the same
          damage suffered.

10.10     In the event of the Purchaser becoming aware of any claim under this
          Agreement (as opposed to claim under the Deed of Indemnity) it shall
          as soon as reasonably practicable procure that notice of such claim
          and circumstances giving rise thereto is given to the Vendors. Subject
          to being fully indemnified by the Vendors to its reasonable
          satisfaction the Purchaser or the Company as appropriate will at the
          request and cost of the Vendors take such action as the Vendors may
          reasonably request to enforce any claim which either the Purchaser or
          the Company may have against any third party in respect of such claim
          under this Agreement and shall account to the Vendors for any amount
          recovered.

10.11     If any provision for any liabilities including contingent unquantified
          and disputed liabilities and including provisions for Tax or in
          respect of any assets (including debts) reflected in the Accounts or
          the Completion Accounts proves to have been unnecessary or if the
          Company recover any debts or parts thereof which have been treated as
          doubtful or bad for the purposes of the Accounts or the Completion
          Accounts the amounts of such provision or recovery as the case may be
          shall be set off against the liability (if any) of the Vendors under
          this Agreement or under the Deed of Indemnity.

10.12     Any amount paid by the Vendors to the Purchaser under this Agreement
          or under the Deed of Indemnity shall be treated as a reduction in the
          Purchase Price payable to the Vendors hereunder and any sum
          subsequently received or benefit received by the Purchaser or the
          Company from third parties in respect of any amount paid by the
          Vendors under this Agreement or under the Deed of Indemnity shall
          forthwith be paid to the Vendors.

10.13     The Purchaser hereby warrants and represents to the Vendors that, at
          the date hereof, the Purchaser is not aware of any matter, fact or
          thing as may be inconsistent with any of the Warranties or that may
          give rise to any liability on the part of the Vendors hereunder.

10.14     If any breach or claim arising under the Warranties or under the
          Indemnities shall arise by reason of some liability of the Company
          which, at the time the breach is notified to the Vendors, is
          contingent only, the Vendors shall not to be under any obligation to
          make any payment to the Company or the Purchaser thereunder until such
          time as the contingent liability shall become an actual liability.

10.15     No liability shall attach to the Vendors under the Warranties to the
          extent that
          
          (a)  the Net Asset Value (after making allowance for Taxation or
               adjustments to capital allowances and other consequential
               adjustments) of the Company is increased bv reason that: -
               
               (i)  any assets held at Accounts Date were not included in the
                    Accounts or the value of any such assets shall have been
                    understated in the Accounts;
               
               (ii) any losses or other allowable sums previously unutilised
                    become available for set off against Tax;
          
          (b)  the subject matter thereof is fully taken into account in
               determining the Net Asset Value of the Company.

10.16     No breach of the Warranties or claim under the Indemnities shall in
          any event give rise to a right on the part of the Purchaser to rescind
          or terminate this agreement following Completion. The sole remedy of
          the Purchaser in respect of any  breach  of  the  Warranties  shall
          be in damages.

10.17     Nothing herein or in the Warranties or the Indemnities shall be
          deemed to relieve the Purchaser or the Company from any common law
          duty to mitigate any loss or damage incurred by either of them.

10.18     The Purchaser hereby acknowledges that no reliance has been placed nor
          will at any time hereafter be placed by the Purchaser on any
          representation or warranty (whether expressed or implied and whether
          written or oral) relating to the  Company  other  than  the
          Warranties and accordingly all representations and warranties (whether
          expressed or implied, statutory or otherwise) on the part of the
          Vendors other than the Warranties are hereby excluded.

10.19     The Purchaser shall not be entitled to make any claim under or
          pursuant to the Warranties or the Deed of Indemnity in relation to:

10.19.1   any matter where the claim arises as a result of,  or  would  not
          have arisen but for, legislation not in force at the date of this
          Agreement, or any change in legislation with retrospective effect
          after  the date of  this Agreement;

10.19.2   any  claim which has been made good or is otherwise compensated for
          otherwise than by the Company or the Purchaser.

10.20.1   Within 30 days after circumstances have come to the notice of the
          Purchaser or the Company which will, or are likely to, or may give
          rise to a claim under the Warranties or the Deed of Indemnity give to
          the Vendors written notice of such claim and in particular (but
          without prejudice to the generality of the foregoing) shall give such
          written notice of any claim by or against, or any liability of or to
          any third party (or of circumstances which become known to the
          Purchaser and/or the Company likely or capable of giving rise to any
          such claim or liability) in consequence of which the Vendors will or
          may become liable for a claim under the Warranties or the Deed of
          Indemnity, and further shall not settle or compromise any such claim
          or liability without the prior written consent of the Vendors (such
          consent not to be unreasonably withheld or delayed); and

10.20.2   at all times allow the Vendors and its professional advisers and other
          agents access to and to inspect and take copies of, all necessary b
          books, and files and records of the Company for the purpose of
          assessing and dealing with any such claim or liability.

10.21     If the Purchaser is entitled to make a claim both under the Warranties
          and under the Deed of Indemnity, the claim shall be made first under
          the Warranties, and any amount payable under the Deed of Indemnity
          shall be reduced to the extent of such claim.

11.  NATURE OF OBLIGATIONS
     ---------------------

11.1      Each of the Obligations shall be binding on the respective successors,
          estates and personal representatives of the Vendors.

11.2      If any shares in the Company shall at any time be sold or transferred
          the benefit of each of the Obligations shall be assignable to the
          purchaser or transferee of such shares without the consent of the
          Vendors if the purchaser or transferee is an associated company of
          the Purchaser and with the consent of the Vendors (such consent not to
          be unreasonably withheld) in any other case.  Such purchaser or
          transferee shall be entitled to enforce each of the Obligations
          against the Vendors as if he were named herein as the Purchaser.

11.3      Save as aforesaid none of the rights or obligations hereunder may be
          assigned or transferred to any other person.

11.4      Warranties representations indemnities covenants agreements and
          obligations given or entered into by more than one person are given or
          entered into jointly and severally.

12.  CONFIDENTIALITY AND ANNOUNCEMENTS
     ---------------------------------
          
          The terms of the letter agreement dated 2nd July 1990  remain in full
          force and effect save that from and after the execution of this
          Agreement the Purchaser may make any disclosure or public announcement
          it thinks fit or is required to make to comply with the requirements
          of state or federal regulations or laws or the requirements of  any
          stock  exchange  provided  that  the Purchaser shall consult with the
          Vendors if a proposed announcement refers to the Vendors or to Aerovac
          Systems (Keighley) Limited.

13.  FURTHER ASSURANCE
     -----------------
          
          The Vendors (at the Purchaser's reasonable request and expense) and
          the Purchaser shall do and execute and perform all such further deeds,
          documents, assurances, acts and things as either of them may
          reasonably require bv notice in writing to give effect to the terms of
          this Agreement.

14.  EMPLOYEES
     ---------

14.1      The Vendors shall for a period of 6 months after Completion endeavour
          to cause R. A. Knox to remain in the employment or as a consultant or
          adviser to the Company after Completion.

14.2      The parties acknowledge that other employees of the Company will be
          made redundant or dismissed on or after Completion.  The Purchaser
          agrees to consult with the Vendors in connection with such matters and
          contribute up to Pounds 2,500 in relation thereto.  Any additional
          liability to such employees for compensation for termination of
          employment or redundancy shall be borne by the Vendors and not by the
          Company.

15.       COSTS
          -----
          
          Save as for the costs of the Vendors' Accountants referred to in
          Clause 4.1, each party to this Agreement shall pay its own costs of
          and incidental to this Agreement and the sale and purchase hereby
          agreed to be made.

16.  WAIVER OF PRE-EMPTION RIGHTS
     ----------------------------
          
          Each of the Vendors hereby waives all rights (if any) which he may
          have under the articles of association of the Company or in any other
          way to have any of the Shares offered to him for purchase before such
          Shares may be offered to any other person.

17.  NOTICES
     -------
          
          Any notice required to be given bv any of the parties hereto to any of
          the others shall be deemed validly served by prepaid registered or
          recorded delivery letter sent through the post to its address given
          herein and in the case of the Purchaser copied simultaneously to the
          Purchaser's solicitor and in the case of the Vendors copied to the
          Vendors' Solicitor and any notice so served shall be deemed to have
          been served 48 hours after the time at which it was posted and in
          proving such service it shall be sufficient to prove that the notice
          was properly addressed and posted.

18.  MISCELLANEOUS
     -------------

18.1      This  Agreement  (together  with  any  documents referred to herein)
          constitutes the whole agreement between the parties hereto and it is
          expressly declared that no  variations hereof shall be effective
          unless made in writing and executed by the parties hereto or their
          duly authorised representatives.

18.2      This Agreement shall be governed by English law and the parties hereby
          submit to the jurisdiction of the English Courts.

18.3      In consideration of the Vendors entering into this Agreement and the
          Deed of Indemnity, the Guarantor hereby covenants with the Vendors and
          each of them as primary obligations of the Guarantor : -

18.3.1    to procure that the Purchaser shall duly perform all its respective
          obligations under this Agreement and the Deed of Indemnity (including
          all variations, extensions and renewals thereof);

18.3.2    if and whenever the Purchaser shall be in default in the payment when
          due of any amount payable under any such Agreement, within 5 days
          after being given notice to that effect by the Vendors to pay all
          amounts then payable by the Purchaser as though the Guarantor instead
          of the Purchaser was expressed to be principal debtor; and

18.3.3    to indemnify the Vendors and each of them against all costs and
          expenses (including legal fees) which they or either of them may pay
          or incur in collecting any amounts payable by the Purchsaer or the
          Guarantor and referred to in sub-clause 18.3.2 above.

18.4      Where the Purchaser has failed to pay any amounts due and owing under
          this Agreement and/or the Deed of Indemnity but the Vendors are unable
          to recover the same under the Guarantee by reason of any legal
          limitation, disability or incapacity or any other matter or thing
          whether known to the Vendors or not, the Vendors shall nevertheless be
          entitled to recover such amounts from the Guarantor on the basis of an
          indemnity.

18.5      The Guarantor acknowledges that the liability of the Guarantor under
          this clause shall not be discharged or affected in any way by time
          being given to the Purchaser or by any other indulgence or concession
          being granted to the Purchaser, or by any variation,  extension or
          renewal of this Agreement or the Deed of Indemnity or by any other
          act,  omission, dealing, matter or thing whatsoever (including,
          without limitation, any change in the Memorandum or Articles of
          Association of the Purchaser of the Guarantor or the liquidation,
          dissolution, reconstruction or amalgamation of the Purchaser or the
          Guarantor) which but for this provision might operate to release the
          Guarantor from its obligations under this clause.

18.6      This Guarantee is a continuing guarantee and shall remain in force
          until all obligations of the Purchaser hereby guaranteed have been
          discharged in full. It is in addition to and and shall not prejudice
          nor be prejudiced by any other guarantee, indemnity or other security
          or a right against any third party which the Vendors or either of them
          may have for the due performance of the obligations concerned provided
          always that the Vendors will use all reasonable efforts to mitigate
          their losses and in no circumstances shall they be entitled to recover
          more than once in respect of the same claim or loss.

SIGNED by HOWARD THOMAS GIBSON in the            /s/ Howard Thomas Gibson
presence of:                                     -------------------------


SIGNED by JOAN GIBSON                           /s/ Joan Gibson
in the presence of:                             ---------------------------

SIGNED by
for and on behalf of
CHEMFAB HOLDINGS U.K. LIMITED
in the presence of:

SIGNED by                                        /s/ Gay O'Gara
for and on behalf of                             ----------------------------
CHEMICAL FABRICS EUROPE
LIMITED in the presence of:


                                   SCHEDULE 1
                                   ----------
                                  THE VENDORS
                                  ------------
(1)                                                              (2)
Names and Addresses
of Vendors                                                      Shares
-------------------                                             ------

Howard Thomas Gibson                                             5,000
of Aireville, Greenhead Lane,
Utley, Keighley,
Yorkshire


Joan Gibson                                                      5,000
(as above)
                                                               ---------
                                                                10,000

                                   
                                   
                                   SCHEDULE 2
                                   ----------
                                   DEFINITIONS
                                  ------------
"the Accounting Date"    means 31st October 1990;

"the Accounts"           means the audited balance sheets of the Company as at
                         the Accounting Date and the audited profit and loss
                         account of the Company for the year ending on the
                         Accounting Date and any notes, reports and documents
                         contained therein or annexed thereto;

"CGTA 1979"              means the Capital Gains Tax Act 1979;

"the Company"            means  Fluorocarbon  Fabrications Limited a company
                         registered in England under number 1300643 and
                         incorporated on 4th April 1977 as a private company
                         limited by shares under the Companies Acts 1948 to
                         1967;

"Completion"             means completion of the sale and purchase of the
                         Shares;

"the Completion          has the meaning given in Clause 4.1.1;
Accounts"

"the Deed of Indemnity"  means a deed of today's date in the form set out in
                         Schedule 5;

"the Directors"          means the persons listed in Schedule 3;

"the Disclosure Letter"  means  the letter including all attachments thereto and
                         documents expressly referred to therein of even  date
                         herewith from the Vendors' Solicitors to the
                         Purchaser's Solicitors;

"the Indemnities"        the indemnities contained in the Deed of Indemnity;

"the Net Asset Value"    the aggregate of the capital and reserves of the
                         Company as at Completion as shown by the Completion
                         Accounts including Fixed Assets as defined in Clause
                         4.4 but  excluding  any  prepaid rent or insurance
                         premiums;

"the Obligations"        means each of the obligations, warranties and
                         undertakings undertaken or given by the Vendors or
                         either of them in or pursuant to this Agreement;

"the Purchase Price"     means the consideration for the Shares determined in
                         accordance with Clauses 3.1, 3.2 and 4;

"the Purchaser's         means Messrs Ernst & Young
Accountants"             of Commercial Union House, Albert Square,
                         Manchester M2 6LP

"the Purchaser's         means Messrs Withers of 20 Essex Street,
Solicitors"              London,   WC2R 3AL Reference PWD/CAS;

"the Records"            means  all  lists  of  customers, books, accounts,
                         ledgers, financial and other records and other
                         documents of whatever kind relating  to  the  Company
                         and whether electronically or magnetically or otherwise
                         stored or recorded;

"the Shares"             means the shares to be bought and sold pursuant to
                         Clause 2.1;

"the Supply Agreement"   means  the  supply  agreement  of even date herewith
                         relating to PTFE glass cloth, skived PTFE film
                         products and all other fluoro-polymer containing
                         products supplied by Chemical Fabrics Europe to Aerovac
                         Systems (Keighley) Limited

"Tax"                    includes all forms of tax, charge, impost, duty,
                         levy, liability or sum of whatever kind payable in
                         respect of income, profits, distributions, assets,
                         gains and receipts of all kinds or otherwise at the
                         instance of the Revenue, Customs, fiscal, governmental
                         or local authorities of the United Kingdom or elsewhere
                         and all penalties, charges and interest relating to any
                         claim for taxation, including (without limitation)
                         income tax, the investment income surcharge,
                         corporation tax, capital gains tax, development land
                         tax, rates, value added tax, customs and other import
                         duties, stamp duty, stamp duty reserve tax, estate
                         duty, capital transfer tax, inheritance tax, capital
                         duty, the special charge, petroleum revenue tax, poll
                         tax, payments to be made by the Company under the Pay
                         As You Earn system, National Insurance Contributions
                         and any interest penalty or fine in connection
                         therewith;

"the Taxes Act"          means the Income and Corporation Taxes Act 1988;

"the Taxes Act 1970"     means the Income and Corporation Taxes Act 1970;

"the Vendors             means Clark Whitehill Josolyne of Holly House, Spring
Accountants"             Gardens Lane, Keighley, West York BD2O 6LE

"the Vendors'            means Hammond Suddards of Empire House,  10
Solicitors"              Piccadilly,  Bradford BDl 3LR (ref: SXK/RMS);

"the VATA 1983"          means  the Value Added Tax Act 1983;

"the Warranties"         means the warranties set out in Schedule 4 given by the
                         Vendors under  sub-clauses 9.1,  9.5 and 9.6;
                                   
                                   
                                   
                                   SCHEDULE 3
                                   ----------
                                  THE DIRECTORS
                                 --------------

Name of Director
----------------

Howard Thomas Gibson
Joan Gibson



                                   SCHEDULE 4
                                   ----------
                                 THE WARRANTIES
                                 --------------

1.        Accuracy of Information
          -----------------------
          The facts set out in the recitals B and C and schedules 1 and 3 to
          this Agreement are true and accurate in all respects.

2.        Ownership of the Shares
          -----------------------
          There is no option, right to acquire, right of first refusal, right of
          pre- emption other than in  the  Company's  articles  of  association,
          mortgage, charge, pledge, lien or other form of security or
          encumbrance on over or affecting any shares in the capital of the
          Company and there is no agreement or commitment to give or create any
          of the foregoing and no claim has been made by any person to be
          entitled to any of the foregoing, and the Vendors are entitled to sell
          and transfer the full legal and beneficial ownership in the whole of
          the issued share capital of the Company to the Purchaser on the terms
          set out in  this Agreement nor do any circumstances exist whereby any
          third party may properly claim entitlement or possession of any of the
          Shares.

3.        No Subsidiaries, Associations or Branches
          -----------------------------------------

3.1       The Company:

3.1.1     is not the holder or beneficial owner of any class of any shares or
          other securities of any other company (whether incorporated in the
          United Kingdom or elsewhere);

3.1.2     is not a member of any partnership or other unincorporated association
          (other than recognised trade associations); and

3.1.3     has no branch or permanent establishment outside the United Kingdom;

3.1.4     does not control (within the meaning of Section 840 Taxes Act) any
          company.

4.        Corporate Organisation
          ----------------------

4.1       The register of members of the Company contains complete and accurate
          records of the members of the Company from time to time and the
          Company has not received any notice or application or notice of any
          intended application for the rectification thereof.

4.2       The statutory books of the Company are written up to date to the day
          before Completion and share certificates have been properly issued to
          the Vendors and the Company has recorded in duly signed minutes all
          resolutions and proceedings which ought to be so recorded.

4.3       All returns, particulars, resolutions and other documents required to
          be filed with the Registrar of Companies have been filed by the
          Company and the Company has not materially breached any provisions of
          the Companies Act 1985.

4.4       The Company has not exercised or purported to exercise or claimed any
          liens over any of its issued shares and no call on any shares is
          outstanding and all such shares are fully paid up or credited as fully
          paid up.

4.5       The Company has not at any time capitalised or agreed to capitalise
          (in the form of shares, debentures or other securities or in paying up
          any amounts unpaid on any shares, debentures or other securities) any
          profits or reserves of any class or description or passed or agreed to
          pass any resolution to do so.

4.6       No person has the right to call for the issue of any share or loan
          capital of the Company by reason of any conversion rights or under any
          option or other agreement.

4.7       The copy of the memorandum and articles of association of the Company
          which is annexed to the Disclosure Letter is true and up to date and
          incorporates all documents and information required to be annexed
          thereto or embodied therein and the Company has complied with all the
          provisions of its memorandum and articles of association and in
          particular  (but without prejudice to the generality of the foregoing)
          has not entered into any ultra vires transaction.

4.8       As far as the Vendors are aware, all necessary records, deeds,
          agreements and documents relating to the Company, its assets and its
          business have been fully, properly and accurately prepared and
          maintained in accordance with the Companies Act 1985.  All such
          records are in the possession of the Company or under its control.

5.        Accounts
          --------

5.1       The Accounts and the audited balance sheet and profit and loss account
          of the Company for the financial years ended 31st October 1988, 1989
          and 1990:

5.1.1     have been prepared in accordance with the Companies Act 1985 and other
          applicable statutes and regulations and statements of standard
          accounting practice and show a true and fair view of the affairs of
          the Company as at the respective dates to which they have been drawn
          up and of the results of the Company for the accounting reference
          periods ended on each of those dates and are not affected by any
          exceptional or extraordinary items; and

5.1.2     fully disclose all income and assets and make provision or reserve or
          disclosure for all its known liabilities  (whether of a capital or
          income nature and whether or not quantified or disputed) and fully
          disclose by way of note any known prospective or contingent liability
          of the Company at the Accounting Date.

5.2       Book Debts
          ---------
          
          So far as the Vendors are aware (having made enquiries only of the
          Company's employees and those responsible for its credit control
          function)  the debts included in the Accounts owed to the Company
          (except as provided in the bad debt reserve) will be recoverable in
          full within six months of the date hereof.

5.3       The bases and policies of accounting of the Company adopted for the
          purpose of preparing the Accounts are the same as those adopted for
          the purpose of preparing the audited accounts for the last three
          accounting periods.

5.4       There were no commitments of a capital nature outstanding at the
          Accounting Date  (save as disclosed in the Accounts)  and since the
          Accounting Date the Company has not entered into nor agreed to enter
          into any such commitments in excess of  Pounds 500.

6.        Dividends or Distributions
          --------------------------
          
          Other than the dividends referred to in the Disclosure Letter, no
          dividends or other distributions of profits or management charges or
          special bonuses have been or will be declared, made or paid by the
          Company after the Accounting Date and prior to Completion and all
          dividends or distributions of profits declared, made or paid since the
          date of incorporation of the Company have been declared, made or paid
          in accordance with law and its articles of association.

7.        Borrowings
          ----------

7.1       The total amount borrowed by the Company from its bankers does not
          exceed its overdraft facilities and the total amount borrowed by the
          Company from whatsoever source does not EXCEED any limitation on its
          borrowing contained in its articles of association or in any debenture
          stock deed or other deed or document executed by it.

7.2       The Company does not have any outstanding loan capital,  nor has it
          factored its debts or borrowed (otherwise than from banks) any money
          which it has not repaid.

7.3       The Company has not lent any money which has not been repaid to it nor
          does it own the benefit of any debt (whether present or future) other
          than debts accrued to it in the ordinary course of its business.

8.        Bank Accounts and Borrowing Facilities
          --------------------------------------

8.1       A statement of all the bank and other money accounts of the Company
          and of the credit or debit balances thereon as at a date not more than
          two working days prior to the date hereof has been supplied to the
          Purchaser and the Company has no other bank or deposit accounts
          (whether in credit or overdrawn) not included in such statement.

8.2       In relation to such encumbrances (if any) as have been disclosed and
          in relation to such bank overdraft, borrowing or other financial
          facilities as are available to the Company:

8.2.1     the Vendors have supplied to the Purchaser full details thereof and
          true copies of all documents relating thereto;

8.2.2     there has been no contravention of or non-compliance with any
          provision of any such document;

8.2.3     no steps for the enforcement of any encumbrances have been taken or
          threatened;

8.2.4     there has not been any alteration in the terms and conditions of any
          of the said arrangements;

8.2.5     the Vendors and the Company have not done anything  (including,
          without limitation, entering into this Agreement)  whereby  the
          continuance of the said arrangements and facilities in full force and
          effect might be affected or prejudiced; and

8.2.6     none of the said arrangements is dependent on the guarantee of or on
          any security provided by the Vendors or a third party.

9.        Tax Provisions
          --------------

9.1       Full provision or reserve has been made in the Accounts (other than
          any amount of corporation tax wholly attributable to an increase in
          the rate of corporation tax made after the date thereof) for all Tax
          liable to be assessed on the Company or for which it is accountable or
          which is likely to be claimed in respect of income, profits or gains
          earned, accrued or received, or deemed to have been earned, accrued or
          received on or before the Accounting Date or any event or deemed event
          on or before the Accounting Date including distributions made down to
          such date or provided for in the Accounts and proper provision has
          been made in the Accounts for deferred Tax in accordance with
          generally accepted accountancy principles.

9.2       Returns
          -------
          
          The Company has properly and punctually made in all material respects
          all computations, payments and returns and provided all notices,
          accounts and information required for Tax purposes and all of such
          computations,  payments and such notices, accounts, information and
          returns were when made (or subsequently amended) correct and made on a
          proper basis and none is or is known by the Vendors to be likely to be
          disputed by the Inland Revenue or any other authority concerned.

9.3       Payment of Tax
          --------------
          
          The Company has duly and punctually paid all Tax which it has become
          liable to pay and is under no liability to pay any penalty or interest
          in connection with any claim for Tax.

9.4       PAYE
          ----

          The Company has properly operated the Pay As You Earn system,
          deducting Tax as required by law from all payments to or treated as
          made to employees and ex-employees of the Company and accounting to
          the Inland Revenue for all Tax so deducted and all Tax chargeable on
          benefits provided for directors and employees of  the Company.

9.5       Payments Under Deduction
          ------------------------
          
          All payments by the Company to any person which ought to have been
          made under deduction of Tax have been so made and the Company has  (if
          required by law to do so) accounted to the appropriate Tax authorities
          for the Tax so deducted.

9.6       Group Income
          ------------
          
          The Company has at no time been a member of a group of companies (as
          defined in Section 272 Taxes Act 1970 or Section 29 VATA 1983) nor
          been owned by a consortium within the meaning of Section 247  (group
          income) or Section 413(6) (group relief) Taxes Act.

9.7       Advance Corporation Tax
          -----------------------

9.7.1     The Disclosure Letter contains particulars of all arrangements and
          agreements to which the Company is or has been a party relating to the
          surrender of advance corporation tax made or received by the Company
          under Section 240 Taxes Act (setting off company's surplus advance
          corporation tax against subsidiary's liabilities) and:

9.7.2     the Company has not paid nor is liable to pay for the benefit of any
          advance corporation tax which is now known to be or may become
          incapable of set off against the Company's present or future
          anticipated liabilities to corporation tax; and

9.7.3     The  Company  has  not  made  or  received   nor purported or agreed
          to make or receive any surrender of the benefit of advance corporation
          tax under Section 240 Taxes Act (setting off company's surplus advance
          corporation tax against subsidiary's liability).

9.7.4     The Company has no surplus advance corporation tax

9.7.5     Section 245 Taxes Act (treatment of Act on change of ownership of
          company) does not apply to the surplus advance corporation tax of the
          Company.

9.8       Close Company
          -------------
          
          The  Company  is  a  close  company  within  the meaning of Section
          414 Taxes Act.

9.9       Capital Assets
          -------------

9.9.1     If each of the Fixed Assets were disposed of for a consideration equal
          to the book value of that asset in or adopted for the purpose of the
          Accounts no liability to corporation tax on chargeable gains or
          balancing charge under the Capital Allowances Act 1968 or Finance Act
          1971 would arise in excess of the deferred tax provision made or to be
          made in the Completion Accounts.

9.9.2     The Company has not appropriated any capital item to trading stock.

9.9.3     The Company has made no claim under Sections 115, 116 cr lllA CGTA
          1979 (roll-over relief).

9.9.4     The Company has not made a claim pursuant to Section 21 CGTA 1979
          (compensation and insurance money).

9.9.5     No asset owned by the Company is subject to a deemed disposal and  re-
          acquisition under Schedule 5 paragraphs 11, 14 or 16 CGTA 1979 (rules
          for assets acquired prior to 6th April 1965).

9.9.6     No gain chargeable to corporation tax will accrue to the Company on
          the disposal of any debt owing to the Company not being a debt on a
          security.

9.9.7     The Company has not acquired benefits under any policy of insurance or
          assurance otherwise than as original beneficial owner.

9.10      The Company is not entitled to any allowable losses (in accordance
          with the provisions of Section  345(1)  Taxes Act(definition of
          chargeable gains))  to reduce any chargeable gains for corporation tax
          purposes accruing the Company upon disposals by the Company which take
          place at any time after Completion.

9.11      Capital Allowances
          ------------------
          
          So far as the Vendors are aware (having made no enquiry) the Company
          has not engaged in any transaction to which Sections 157 and 75 of the
          Capital Allowances Act 1990 (anti avoidance provisions) applies.

9.12      Transaction not at Arm's Length
          -------------------------------
          
          The Company has not disposed of nor acquired any asset in
          circumstances such that the provisions of  Section  29A  CGTA  1979
          (disposals and acquisitions treated as made at market value) could
          apply to such disposal or acquisition, nor entered into any
          transaction at an undervalue (as defined by Section 238 Insolvency 
          Act 1986, or otherwise than by way of bargain at arm's length, nor 
          given a  preference (as defined by Section 239 Insolvency Act 1986)  
          nor entered into any material transaction with a connected person (as
          defined by section 63 Capital Gains Tax Act 1979).

9.13      Trading Losses
          --------------

9.13.1    There are no trading losses brought forward at the Accounting Date.

9.13.2    Any losses to which the Company claims entitlement in accordance with
          the provisions of Sections 338 (allowance of charges on income) and
          393(9) (certain charges treated as losses) Taxes Act are in respect of
          payments made wholly and exclusively for the purpose of the trade of
          the Company.

9.13.3    Within the period of three years ended with the date hereof there has
          been no major change in the nature or conduct of any trade now carried
          on by the Company or change of ownership of the Company (within the
          meaning of Section 768 Taxes Act (disallowance of trading losses)) and
          the Company has not during that period taken over or acquired a trade
          or part of a trade hitherto carried on by some other person.

9.13.4    No trade of the Company has ceased or become small or negligible.

9.13.5    No government investment in the Company has been written-off in
          circumstances such that Section 48 Finance Act 1981 or Section 400
          Taxes Act (restriction of tax losses) will apply.

9.14      Withdrawal of Relief
          --------------------
          
          The Company is not liable so far as the Vendors are aware to the
          withdrawal of any form of relief against Tax and there is no
          information available to the Vendors from which it appears that the
          Company may be liable to such withdrawal.

9.15      Annual Payments
          ---------------
          
          All interest, rent, service charges, royalties, annuities and other
          annual payments paid or payable by the Company under any loan, lease,
          contract,  agreement,  covenant or other commitment or arrangement is
          or are or will be deductible for corporation tax purposes, whether in
          computing income from a particular source or in computing total
          profits or otherwise.

9.16      Gifts
          -----
          
          The Company is not liable to be assessed to corporation tax on
          chargeable gains or to inheritance tax or capital transfer tax as
          donor or donee of any gift or transferor or transferee of value.

9.17      Distributions
          -------------

9.17.1    No distribution within the meaning of Sections 209,  210  or  418
          Taxes Act (transactions amounting to distributions) has been made by
          the Company since 5th April 1965, except dividends shown in its
          audited accounts, nor is the Company bound to make any such
          distribution.

9.17.2    No security within the meaning of Section 254(1) Taxes Act issued by
          the Company and outstanding at the date hereof was issued in such
          circumstances or is of such a character that interest payable thereon
          falls to be treated as a distribution under Section 209 Taxes Act
          (transactions amounting to distributions).

9.17.3    The Company has not at any time after the 6th April 1965 repaid or
          agreed to repay any share capital or otherwise reduced or agreed to
          reduce its share capital or issued or agreed to issue any share
          capital or paid up or agreed to pay up any share capital otherwise
          than by the receipt of new consideration  (as defined in Section
          254(1) and (5) Taxes Act).

9.18      Payment to Employees
          --------------------

9.18.1    The Company has not made any payment whether gratuitous or otherwise
          to or provided any benefit for any officer or employee or ex-officer
          or ex-employee of the Company which is not allowable in full as a
          deduction in calculating the profits of the Company for taxation
          purposes.

9.18.2    The Company has not issued any shares in the circumstances described
          in Section 138 Taxes Act or Section 77(1) Finance Act 1988 (share
          incentive schemes).

9.19      National Insurance etc.
          ----------------------
          
          The Company has paid all national insurance and graduated pension
          contributions for which it is liable and has properly accounted for
          all national insurance contributions deductible out of employees'
          remuneration and has kept proper books,  records,  invoices and other
          documents relating to  the same and has  available  for reference all
          such records, invoices and other documents.

9.20      Pension Scheme
          --------------
          
          The Company is not required to contribute to any pension scheme or
          insurance scheme and has no outstanding liabilities from any such
          schemes in place prior to Completion.

9.21      Value Added Tax
          ---------------

9.21.1    The  Company has VAT Registration Number 287435621 and has complied
          with all statutory provisions and regulations  relating  to value
          added tax and has not been requested to give security under such
          legislation and has duly paid or provided for or will in the
          Completion Accounts provide for all amounts of value added tax for
          which the Company is liable.

9.21.2    All supplies made by the Company are taxable supplies or are exempt
          supplies within the applicable de minimis limits and the Company is
          not and will not be denied credit for any input tax by reason of the
          operation of Section 15(l)(b) or (c) VATA 1983 (input tax allowable)
          and regulations made thereunder.

9.21.3    No supplies have been made to the Company to which the provisions of
          Section 7 VATA 1983 (reverse charge on supplies received from abroad)
          apply.

9.22      Stamp Duty and Capital Duty
          ---------------------------

9.22.1    All documents in the enforcement of which the Company may be
          interested have been properly stamped in accordance with applicable
          stamp duty legislation

9.22.2    The Company has complied with the provisions of the Finance Act 1973
          relating to capital duty and has duly paid all capital duty which it
          is liable to pay and has not made any claim for relief or exemption
          under Section 55 Finance Act 1927, Section 27 Finance Act 1967,
          Schedule 19 Finance Act 1973, Section 78 Finance Act 1985 or Sections
          75,  76  or  77  Finance  Act  1986 (provisions for relief from stamp
          and capital duty for companies).

9.22.3    The Company has not made any claim for relief or exemption under
          Section 42 Finance Act 1930 (relief from stamp duty for associated
          companies).

9.23      Tax Avoidance
          -------------
          
          The Company has not been a party to or otherwise involved in any tax
          avoidance transaction scheme or arrangement whose principal purpose
          was tax avoidance and which had limited or no commercial benefit.

9.24      Share Capital
          -------------
          
          The Company has not since its incorporation purchased or redeemed or
          agreed to purchase or redeem any of its share capital; or provided any
          financial assistance or,  in breach of the Companies Act 1985, agreed
          (whether contingently or otherwise)to provide any financial assistance
          for the purchase,  subscription or other acquisition of its own
          shares.

9.25      Overseas Provisions
          -------------------

9.25.1    The Company has never been the legal or beneficial owner or controller
          (whether directly or indirectly through another company) of any share
          capital or securities in another company resident outside the UK for
          UK tax purposes.

9.25.2    The Company has not transferred a trade carried on by it outside the
          United Kingdom through a branch or agency to a company not resident in
          the UK for UK tax purposes in such circumstances that a chargeable
          gain may be deemed to arise at a date after such transfer under
          Sections 268 or 268A Taxes Act 1970 (postponement of charge on
          transfer of assets to non-resident company).

9.25.3    The Company does not own and has never owned a material interest in an
          offshore fund which is or has ever been a non-qualifying offshore fund
          as defined by Section 760 Taxes Act.

9.26      Corporation Tax Falling on Shareholder
          --------------------------------------
          
          The  Company  has  not  received  any  capital distribution to which
          the provisions of Section 346 Taxes Act (recovery of corporation tax
          from shareholder) could apply.

10.       Trading Matters
          ---------------

10.1      Since the Accounting Date:

10.1.1    the business of the Company has been continued in the ordinary and
          proper course;

10.1.2    the turnover, the financial and trading position of the Company has
          not deteriorated;

10.1.3    the average period of credit given by the Company has not been longer
          than that shown by the Accounts;

10.1.4    no asset has been acquired by the Company on deferred payment terms in
          respect of which any part of the purchase price remains outstanding.

10.2      Since the Accounting Date as far as the Vendors are aware:

10.2.1    no supplier of the Company has ceased supplying the Company or
          substantially reduced its supplies to the Company; and

10.2.2    no customer of the Company has terminated any contract with the
          Company or ceased or materially reduced its business with it;
          and to the best of the Vendors' knowledge information and belief
          (having made no external enquiries) after the date hereof, no supplier
          or customer will do so.

11.       Licences and Consents
          ---------------------
          
          The Company has all necessary licences (including statutory licences),
          consents and approvals for the proper carrying on of its business and
          none of the Vendors knows (having made no enquiries) of any factors
          that might in any way prejudice the continuance or renewal of any of
          those licences, consents or approvals and the Company is not
          restricted by contract from carrying on its present activities in any
          part of the world.

12.       Material Contracts
          ------------------

12.1      All contracts which are material (which shall mean contracts of kinds
          referred to in the following sub-paragraph) have been disclosed in the
          Disclosure Letter.

12.2      The Company is not a party to any contract, transaction, obligation,
          commitment, arrangement or liability which:

12.2.1    is of an onerous nature; or

12.2.2    is for a fixed term of more than 6 months; or

12.2.3    is incapable of complete performance in accordance with its terms
          within 6 months after the date on which it was entered into or
          undertaken; or

12.2.4    not being for a fixed term is incapable of termination in accordance
          with its terms by the Company on 60 days' notice or less; or

12.2.5    is known will result in a loss to the Company on completion of
          performance; or

12.2.6    cannot readily be fulfilled or performed by the Company on time and
          without undue or unusual expenditure of money and effort; or

12.2.7    involves or will involve obligations, expenditure or receipts of an
          unusual or exceptional nature and not in the ordinary and proper
          course of the Company's business; or

12.2.8    involves payment by the Company by reference to fluctuations in the
          index of retail prices published by the Department of Employment or
          any other similar index; or

12.2.9    requires an aggregate consideration payable by the Company in excess
          of  Pounds 10,000; or

12.2.10   involves the supply of goods the aggregate sale value of which will be
          in excess of 10 per cent of the turnover for the current financial
          year of the Company; or

12.2.11   contains currency or commodity re-negotiation or re-determination
          clauses; or

12.2.12   is so far as the Vendors are aware (having made no enquiry) in any way
          otherwise than in the ordinary and proper course of the Company's
          business; or

12.2.13   is in breach of any statutory or delegated legislative provision; or

12.2.14   is a contract by which the obligations of the Company to a party are
          sub-contracted to a third party.

13.       Other Contracts
          ---------------

13.1      Compliance with the terms of this Agreement does not and will not:

13.1.1    conflict with or result in the breach of or constitute a default under
          any of the terms, conditions or provisions of:

13.1.1.1  any agreement or instrument to which the Company is now a party; or

13.1.1.2  the Company's memorandum or articles of association; or

13.1.1.3  any loan to or mortgage, guarantee or charge created or entered into
          by the Company or any lien, lease, order, judgment, award, injunction,
          decree, ordinance or regulation or any other restriction of any kind
          or character to which any property of the Company is subject or by
          which the Company is bound; or

13.1.2    relieve any other party to a contract with the Company of its
          obligations thereunder, or enable it to terminate its obligations
          thereunder; or

13.1.3    result in the creation or imposition of any lien, charge or
          encumbrance of any nature whatsoever on any of the Company's property
          or assets.

14.       Outstanding Offers
          ------------------
          
          Save in the ordinary course of the Company's business no offer,
          tender or the like is outstanding which is capable of being converted
          into an obligation of the Company by an acceptance or other act of
          some other person.

15.       Defective Products
          ------------------
          
          So far as the Vendors are aware (having made no enquiry), the Company
          has not prior to the date hereof manufactured or sold products which
          are or have or will become in any material respect faulty or defective
          or which do not comply in any material  respect with any warranties
          or representations expressly or impliedly made by the Company nor has
          the Company expressly accepted any liability or obligation to service,
          repair, maintain, take back or otherwise do or not do anything in
          respect of any articles or stock that would apply after any such
          article or stock has been delivered by it.

16.       Other Parties' Defaults
          -----------------------
          
          No person with whom the Company has entered into any contract is known
          to be in material default thereunder.

17.       Ownership of Assets
          -------------------

17.1      The Company owned at the Accounting Date and (except for current
          assets subsequently sold or realised in the ordinary and proper course
          of business) still owns at the date hereof all the assets included in
          the Accounts and none of such assets  is  the  subject  of  an
          agreement for payment on deferred terms or has been acquired by the
          Company in circumstances which render such asset liable to
          cancellation or avoidance under any statute or other rule of law.

17.2      The Company has not disposed of or agreed to dispose of, or granted or
          agreed to grant any option, right of pre-emption or right of first
          refusal in respect of, or offered for sale, its estate or interest in
          any of the Fixed Assets.

17.3      None of the property,  assets,  undertaking, goodwill or uncalled
          capital of or used by the Company is subject to any debentures,
          mortgages, charges,  liens,  deposits by way of security, bills of
          sale,  hire  purchase,  credit  or conditional sale or other
          agreements for payment on deferred terms or any other encumbrance of
          any nature or any agreement or commitment to give or create any of the
          foregoing but the same are the sole, unencumbered absolute property of
          the Company free from encumbrances.

17.4      No charge of any description by the Company has crystallised, nor has
          any event occurred which, with the passage of time, will or could
          cause any charge to crystallise, over all or any of the assets or
          property (including, without limitation, the Properties) of the
          Company.

18.       Plant in Working Order
          ----------------------

18.1      The Fixed Assets are, having regard to their values, age and
          condition, capable, and will (having regard as aforesaid and subject
          to fair wear and tear) be capable, over the period of time during
          which they will be written down to a nil value in the accounts of the
          Company, of doing the work for which they were purchased.

18.2      do not (if correctly used) contravene any law or requirement or
          restriction having the force of law.

19.       Compliance with Laws
          --------------------
          
          As far as the Vendors are aware (having made no enquiry), neither the
          Company nor any of its officers, agents or employees (during the
          course of their duties in relation to the Company) has committed or
          omitted to do any act or thing the commission or omission of which is
          in contravention of any Act,  order,  regulation, decree, judgment,
          ruling, law (whether created by statute or otherwise) or the like made
          in any country by any government, government agency, court or other
          body giving rise to any fine, penalty, default proceedings or other
          liability on the part of, or which could have a material adverse
          effect upon the assets or business of, the Company including, without
          limitation, such legislation  or  regulations  relating  to  the
          administration of companies, employment, health and safety,
          environmental protection, pollution.

20.       Insurance
          ---------
          
          Brief details of all the Company's insurance policies have been
          disclosed to the Purchaser and all such insurance is currently in full
          force and effect and nothing has been done or omitted to be done which
          could make any policy of insurance void or voidable and there are no
          claims outstanding, pending or threatened against the Company by any
          employee or third party in respect of any accident or injury which are
          not fully covered by insurance.

21.       No Bonus Schemes
          ----------------
          
          There are no schemes in operation whereunder any employee of the
          Company or so far as the Vendors are aware any other person is
          entitled to a commission or remuneration of any other sort calculated
          by reference to the whole or part of the turnover profits or sales of
          the Company.

22.       Remuneration of Senior Executives
          ---------------------------------

22.1      Since the Accounting Date no change has been made in the rate of
          remuneration or the emoluments or pension or other benefits of any
          director, ex-director or senior executive of the Company (a senior
          executive being a person in receipt of remuneration in excess of
          Pounds 30,000 per annum) and no change has been made in the terms of
          the engagement of any director or senior executive  of  the  Company
          and no additional directors have been appointed.

22.2      No money other than in respect of remuneration or emoluments for
          employment is payable to or for the benefit of any director or senior
          executive of the Company.

23.       Contracts of Service Terminable on Three Months' Notice
          -------------------------------------------------------
          
          All subsisting contracts of service to which the Company is a party
          are terminable on three months' notice or less without compensation
          (other than compensation in accordance with the Employment Protection
          (Consolidation) Act 1978).

24.       Directors
          ---------
          
          No person other than the Directors is a director or shadow director of
          the Company. No director is or has been disqualified from acting as a
          company director under any rule of law.

25.       Particulars of  Employees
          -------------------------
          
          The particulars shown in the schedule of employees annexed to the
          Disclosure Letter are true and complete and show all remuneration
          payable and other benefits provided and which the Company is bound to
          provide (whether now or in the future) together with the dates of
          birth and commencement of employment with the Company  of each officer
          and employee of the Company.

26.       Future Pay Increases
          --------------------
          
          The Company is not under any obligation to increase the remuneration
          of or to make any bonus or incentive payments to any of its employees
          or officers at any future date.

27.       Special Arrangements
          --------------------
          
          The Company is not a party to (i) any consultancy or management
          agreements; or  (ii) any arrangement or contract with a trade union,
          or other body representing  employees of the Company or any trade
          organisation of employers.

28.       Insider Contracts
          -----------------

28.1      There is not outstanding and there has not at any time during the
          last six years been outstanding any contract or legally binding 
          arrangement to which the Company is a party and in which either of 
          the Vendors or any director or employee of the Company is or has been 
          interested, whether directly or indirectly, and the Company is not a 
          party to, nor have its profits or financial position during such 
          period been affected by, any contract or arrangement which is not of 
          an entirely arm's length nature.

28.2      There are no agreements or understandings (whether legally enforceable
          or not) between (i) the Company and (ii) any person who is a
          shareholder or the beneficial owner of any interest in the Company or
          any company in which such a person is interested relating to (a) the
          management of the Company's business; or (b) the appointment or
          removal of its directors; or (c) the ownership or transfer of
          ownership or the letting or possession of any of its assets; or (d)
          the provision of finance, goods, services or other facilities to or by
          the Company; or (e) otherwise howsoever relating to the Company or
          its affairs.

29.       Litigation
          ----------

29.1      The Company is not engaged in or threatened by any litigation or
          arbitration proceedings (save for  routine  debt collection)  as
          plaintiff, defendant or third party.

29.2      The Company is not involved in any industrial or trade dispute or any
          other dispute regarding any claim with any of its employees or any
          trade union or trade organisation and to the best of the knowledge,
          information and belief of the Vendors there are no facts or
          circumstances which might give rise to such industrial action or
          dispute.

29.3      The Company is not a party to any collective agreement, dismissal
          procedures agreement or union membership agreement whether such
          agreement is binding in law or not.

30.       Agencies, Licences, etc.
          ------------------------
          
          The Company is not a party to any agency, distributorship, marketing,
          purchasing, manufacturing or licensing agreement or any restrictive
          trading or other agreement pursuant to which any part of its business
          is carried on, or which in any way restricts its freedom to carry on
          the whole or any part of its business in any part of the world, in
          such manner as it thinks fit or which in any way infringes, or which
          has or should have been registered or notified under, the Restrictive
          Trade Practices Acts, the Monopolies and Mergers Acts, the Fair
          Trading Act 1973, Articles 85 or 86 Treaty of Rome or any other anti-
          trust, anti-monopoly or anti-cartel legislation and the Company has
          not pursued and is not pursuing any course of conduct which amounts to
          an anticompetitive practice within the meaning of Section 2(l)
          Competition Act 1980.

31.       No Disclosure of Trade Secrets
          ------------------------------
          
          No disclosure has been made by the Company or the Vendors to any
          person other than the Purchaser and its advisers of any of the
          industrial know-how or the financial or trade secrets of the Company
          save in the ordinary and proper course of business of the Company and
          upon the Company having secured as far as practicable the confidential
          nature of any such disclosure.

32.       Know-how Patents etc.
          --------------------

32.1      Full details of all know-how, patents, trade marks (whether registered
          or not), registered and unregistered designs, or other industrial or
          commercial monopoly rights used by the Company in its business in the
          2 years prior to Completion ("the Intellectual Property Rights") have
          been disclosed in the Disclosure Letter to the Purchaser's Solicitors

32.2      The Company is the sole registered proprietor and is entitled
          beneficially to the Intellectual Property Rights and the applications
          made respectively therefor.

32.3      The Vendors have received no written notice that any goods or articles
          manufactured by the Company or method or process employed by the
          Company (or by any licensees under any licence granted by the Company)
          infringe any patents, trade marks, registered or unregistered designs
          or other industrial or commercial monopoly rights or rights relating
          to confidentiality of information of any third party or that any claim
          has been made against the Company or any such licensee in respect
          of such  infringement.

32.4      Full details of all licence agreements relating to the Intellectual
          Property Rights confidential information or the like to which the
          Company is a party (whether as licensor or licensee) have been
          disclosed to the Purchaser in the  Disclosure Letter and all such
          agreements are valid and subsisting and nothing has been done or
          omitted to be done by the Company which would enable any such
          agreement to be terminated or which would in any way constitute a
          breach of the terms of any such agreement.

33.       Business Names
          --------------
          
          The Company does not carry on nor has carried on business under or
          used a name other than its corporate name.

34.       Fees
          ----

          No one is entitled to receive any finders' fee, brokerage or other
          commission from the Company nor has the Company paid or promised to
          pay any fees incurred in connection with this transaction.

35.       No Powers of Attorney
          --------------------
          
          There are no powers of attorney in force given by the Company nor have
          the directors of the Company given any express or implied authority
          to any person to act on behalf of or represent the Company.

36.       Investment Grants
          -----------------
          
          The Company has not done or failed to do any act or thing which could
          result in all or any part of an investment grant or other similar
          payment or allowance made or due to be made to it becoming repayable
          or being forfeited by it and full particulars of all claims by the
          Company to any investment grant or other similar payment or allowance
          which have been made during the past 6 years have been disclosed in
          the Disclosure Letter to the Purchaser.

37.       Guarantees, Joint Ventures etc.
          ------------------------------
          
          The Company is not a party to any contract for guarantee, indemnity or
          suretyship or any partnership, joint venture or consortium agreement.

38.       Properties
          ----------
          
          There are no outstanding liabilities or residual obligations under any
          agreements relating to freehold or leasehold property held by the
          Company prior to Completion and the Company holds no current interest
          in any such property.

39.       Environmental Matters
          ---------------------
          
          The Company itself has complied with and the Vendors are aware of no
          previous breach of any legislation  (including regulations, codes of
          practice,  circulars and guidance notes made thereunder) relating to
          environmental matters, including  (but  without  limitation)  waste,
          contaminated land, discharges to land, ground and surface water and
          sewers, emissions to air, noise, dangerous, hazardous or toxic
          substances and materials, nuisance, health and safety and neither the
          Company nor the Vendors is aware of any action,  claims  or
          proceedings (whether actual or potential) nor has any other reason to
          believe that the Company has or is likely to have any liability in
          relation to such matters.

40.       Inter-company sales
          -------------------
          
          The value of inter-company sales  between the Company and Aerovac
          Systems (Keighley) Limited  in the periods ended 31 October 1988, 1989
          and 1990 have been  Pounds 86,316,  Pounds 148,970 and  Pounds 73,522
          respectively.

41.       Shipments
          ---------
          
          The Company has shipped goods since the Accounting Date in accordance
          with normal or requested delivery dates from customers.



                                   SCHEDULE 5
                                   ----------
                                DEED OF INDEMNITY
                                ----------------

THIS DEED is made the [  ] day of [     ]
19[   ]

PARTIES : -

(1) HOWARD THOMAS GIBSON and JOAN GIBSON (together "the Covenantors");

(2)  FLUOROCARBON FABRICATIONS LIMITED  ("the Company")
     incorporated  in  England  with  registered number 1306643 whose
     registered office is at Bradford Road, Sandbeds, Keighley, West  Yorkshire;
     and

(3)  CHEMFAB HOLDINGS U.K. LIMITED ("the Purchaser")

RECITALS:-

This Deed is entered into pursuant to an Agreement of even date herewith ("the
Agreement")  and made between the Covenantors of the one part and the Purchaser
of the other part whereby the Purchaser has agreed to purchase the whole of the
issued share capital of the Company.

NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED AND DECLARED as follows: -

1.        Interpretation
          --------------

1.1       In this Deed unless the context otherwise requires:

1.1.1     words and expressions defined in the Agreement shall have the same
          meaning herein and any provisions in the Agreement concerning matters
          of construction or interpretation shall also apply in this Deed;

1.2       For the purposes of this Deed a payment of Tax shall be deemed to have
          been made by the Company if a payment of Tax would properly have been
          made by it but for the utilization of any losses, allowances, credits,
          reliefs, deductions or set-offs by the Company for its own benefit
          (other than losses, allowances, credits, reliefs, deductions or set-
          offs which relate to any period or arose to the benefit of the Company
          prior to Completion and without prejudice to the generality of the
          foregoing, and by way of example only, a payment of Tax shall be
          deemed to have been made if such a payment would have  been made but
          for  the availability to the Company of losses arising after
          Completion and carried back to a period ending on or before that date
          under the provisions of Section 393(2) Taxes Act (losses other than
          terminal losses).

1.3       For the purposes of this Deed a payment of Tax deemed to have been
          made in accordance with the provisions of subclause l.2 hereof shall
          be deemed to have been made on the date on which such payment of Tax
          would have been made (assuming that no appeal had been made against
          the assessment or other notification in respect of any such Tax) but
          for the availability of the losses, allowances, credits, reliefs,
          deductions or set-offs concerned.

2.        Indemnity
          ---------

2.1       The  Covenantors  (for  themselves  and  their respective estates and
          personal representatives) hereby jointly and severally covenant with
          the Purchaser and persons to whom the Purchaser has assigned or may
          assign the benefit of the Purchaser's rights under this Deed and (as a
          separate covenant) with the Company that subject as herein and in
          Clause 10 of the Agreement provided the Covenantors will, as directed
          by the Purchaser, pay to the Purchaser or to the Company an amount
          equal to:

2.1.1     any payment of Tax made or hereunder deemed to be made by the Company
          as a direct or indirect result of any act, omission, event,
          transaction or  series  of  transactions  (excluding  the entering
          into and/or completion of the Agreement or  any  transactions
          contemplated  thereby) occurring wholly or partly on or before the
          date hereof

2.1.2     any Tax the right to a repayment of which has been taken into account
          in the Accounts and which right is lost or cancelled, in whole or in
          part;

2.1.3     any payment of Tax or deemed payment of Tax by the Company resulting
          from the receipt by the Purchaser or the Company of any payment under
          the provisions of this Deed provided that if it shall be finally
          determined (whether by agreement or on appeal) that any payment ("the
          original payment") made under this sub-clause is itself liable to Tax
          such payment shall be increased to such sum as after allowing for Tax
          or deemed payment of Tax thereon is equal to the original payment; and

2.1.4     any reasonable costs  or  expenses  reasonably incurred by the Company
          in connection with any such payment or deemed payment of Tax or loss
          or cancellation of a right to a repayment of Tax as is referred to in
          sub-clauses 2.1.1, 2.1.2 or 2.1.3 hereof or in connection with any
          action reasonably  taken  in  avoiding,  resisting  or settling any
          such payment or claim for payment or in connection with the recovery
          of payment from the Covenantors under this Deed,
          such payment to be made, where the same relates to a payment of Tax by
          the Company, on the day on which such payment of Tax is due and
          payable, where the same relates to a deemed payment of Tax, on the
          date on which such payment is deemed to have been made under  the
          provisions of sub-clause 1.3 hereof and where the same relates to a
          lost right of repayment under sub-clause 2.1.2 above on the date of
          notification to the Company that such repayment shall not be made or,
          if later, the date on  which such repayment was due for the purpose of
          being taken into account in the Accounts.

3.        Interest
          --------
          
          If the Covenantors shall fail to pay any sum due from them hereunder
          on the due date for payment in accordance herewith the Covenantors
          shall pay interest thereon from such date until payment in full (after
          as well as before any judgment) compounded with half yearly rests on
          1st January and 1st July of each year such interest being computed at
          the rate of four per cent per annum above the base rate for the time
          being of National Westminster Bank plc.

4.        Limitations
          -----------

4.1       The covenants contained in Clause 2 hereof shalt not apply to a
          payment or deemed payment of Tax:

4.1.l     to the extent to which in calcu1ating the provision for Tax in the
          Accounts or the Competion Accounts an amount was included in respect
          of that Tax or that payment or discharge of such Tax has specifically
          been taken into account in the Accounts; or

4.1.2     which arises as a result of transactions in the ordinary course of
          business since the Accounting Date both before and after the Purchaser
          has completed the purchase of the Company; or

4.1.3     which arises or to the extent that any such Tax is increased as a
          result only of an increase in rates of Tax or change in the law
          relating to Tax made after the date hereof with retrospective effect;
          or

4.1.4     to the extent that the subject matter of the payment of Tax is
          disclosed in the Disclosure Letter as a potential tax liability; or

4.1.5     to the extent that the Covenantors are liable to the Purchaser under
          the Warranties in respect of or arising from the same claim for Tax.

4.1.6     in respect of value added tax and duties relating to supplies made and
          imports received the liability for which has been incurred in the
          ordinary course of business of the Company; or

4.1.7     to the extent that such claim would not have arisen but a cessation of
          trading or change in the nature or conduct of the trade carried on by
          the Company on or after the date hereof; or

4.1.8     if the Purchaser or the Company fails after due warning to act in
          accordance with the reasonable instructions of the Covenantors in
          conducting any dispute in respect of that claim as set out in Clause 5
          hereof.

5.        Claims
          -------

5.1       If the Purchaser or the Company receives any notice, demand,
          assessment or other document whereby it appears that the Company may
          be required to make or suffer an actual or deemed payment of Tax or
          loss of a right to the repayment of Tax which may result in the
          Purchaser and/or the Company having a claim against the Covenantors
          under this Deed (referred to in this clause as a "Tax Claim") the
          Purchaser shall give or procure that notice in writing is given to the
          Covenantors  as soon as is reasonably practicable.

5.2       If the Covenantors shall indemnify and secure the Company and the
          Purchaser to their reasonable  satisfaction  against  all  losses,
          costs, interest, damages and expenses which may be incurred thereby
          the Company shall take such action as the Covenantors may reasonably
          and promptly by written notice request to avoid, resist, appeal or
          compromise any Tax Claim.

5.3       If within 30 days of the receipt by them of the aforesaid notice the
          Covenantors fail to notify the Purchaser; in writing of their
          intention to request the Company to avoid, resist, appeal or
          compromise the Tax Claim and fail to indemnify and secure the Company
          to their satisfaction the Purchaser and the Company shall be free to
          settle the Tax Claim on such terms as they in their absolute
          discretion think fit and without prejudice to their rights and
          remedies under this Deed.

5.4       The Company shall make a  repayment  to the Covenantors to the extent
          that and on the date on which the Company receives any repayment of
          any amount paid in respect of any claim for Tax pursuant to this Deed.

5.5       For the purpose of this Deed the Company shall be deemed to receive a
          payment for any Tax:-
          
          (a)  on the date on which the Company receives a repayment of Tax; or
          
          (b)  if and when the Company would have received such a repayment but
               for a liability to any Tax in respect of which the Company is not
               entitled to be indemnified hereunder

5.6       Upon making any repayment to the Covenantors pursuant to this Deed the
          Company shall also pay to the Covenantors any repayment supplement
          pursuant to Section 825 of the Taxes Act 1988 attributable to that
          repayment and any interest (less tax) awarded in respect thereof.

6.        Miscellaneous
          -------------

6.1       The Purchaser or the Company may release or compromise in whole or in
          part the liability of either of the Covenantors under this Deed or
          grant any time or other indulgence but any such release, compromise or
          grant shall not affect the liability of the other of the Covenantor.

6.2       This Deed shall be governed by and construed in accordance with
          English law.

6.3       This Deed shall not be assignable without the consent of all parties
          save that the Purchaser shall be entitled to assign this Deed to a
          associated company of the Purchaser without consent and to any other
          party with the consent of  the Covenantors  (not to be unreasonably
          withheld).

6.4       A claim may only be made pursuant to this  Deed by the Company to the
          extent that the Purchaser (or its lawful assigns) shall not be
          entitled to make a full and effective recovery from the Vendors or
          either of them in respect of the claim.

7.        Notices
          -------

7.1       Any notice or  other  document  to  be given hereunder may be
          delivered or sent by first class recorded delivery post or telex to
          the party to be served at that party's address appearing in this Deed
          or at such other address as  that  party  shall  notify  in
          accordance herewith.  Any such notice or document shall deemed to have
          been served:

7.2       if delivered, at the time of delivery; or

7.3       if posted, at the expiration of 48 hours after the envelope containing
          the same shall have be put into the post; or

7.4       if sent by telex at the expiration of 12 hours after the same shall
          have been despatched.
          
          In proving such service it shall be sufficient to prove that delivery
          was made or that the envelope containing such notice or document was
          properly addressed and posted as prepaid first class recorded delivery
          letter or that the telex was properly addressed and despatched as the
          case may be.

IN WITNESS whereof the parties hereto have executed this Deed the day and year
first above written.

                               SCHEDULE 6
                               ----------
                              FIXED ASSETS
                              ------------
                                                             Agreed Value
Item           Description                                  ( Pounds  stg)
----           -----------                                  --------------

1.             Rule dies for cut shapes                             400
2.             Heat sealing press                                 1,000
3.             Heat sealing bar                                     150
4.             5 of fusion irons                                    500
5.             Clipper joint press                                1,972
6.             Hayssen belt punch                                   200
7.             Heat sealing bar (cantilevered)                       80
8.             Press and bar controllers                            246
9.             Car BXl9 Citroen                                   7,962
                                                               --------
                                    TOTAL              Pounds    12,6l0
                                                               --------