LICENSE AGREEMENT

      This Agreement is effective June 1, 1996 by and between Parlex 
Corporation, a Massachusetts corporation, having its principal place of 
business at 145 Milk Street, Methuen, Massachusetts, 01844 (hereinafter 
referred to as "Parlex"), and Polyclad Laminates, Inc., a Massachusetts 
corporation having its principal place of business at 40 Industrial Park, 
West Franklin, New Hampshire, 03235 (hereinafter referred to as "Polyclad").

      WHEREAS Parlex has issued and pending United States and foreign 
patents, which are hereinafter defined as "Licensed Patents" relating to 
multi-layer circuit board construction and fabrication;

      WHEREAS Polyclad desires to acquire certain license rights, as 
hereinafter set forth, under the Licensed Patents, and Parlex is willing to 
grant such rights on the terms set forth herein;

      NOW THEREFORE in consideration of the premises and the mutual 
obligations of the parties, the parties agree as follows:

1.0  DEFINITIONS
      1.1  Permitted Products shall mean two dimensional, multi-layer 
printed circuit boards which are not designed nor intended to be folded or 
bent upon installation.  Incidental flexibility of a product not to exceed 
15  is permissible in an otherwise permitted product.

      1.2  Excluded Products shall mean three-dimensional, multi-layer 
printed circuit boards which are designed or intended to be folded or bent 
upon installation, or multi-layer flexible circuit boards mountable on a 
flat rigidized heat sink, and including without limitation Type 3, Type 4 
and Type 5 printed circuit or printed wiring boards as defined in MIL/STD-
2118 dated 4 May 1984, a copy of which is attached hereto.

      1.3  Cap Material shall mean a copper layer having a C stage adhesive 
coating thereon over which a B stage adhesive coating is provided.

      1.4  Licensed Patents shall mean the issued and pending United States 
and foreign patents identified in Schedule A hereto, any patents resulting 
from such applications, continuations, divisions, and continuations-in-part 
and foreign counterparts thereof, any reissues and reexaminations of any 
such patents, and any improvement in any future patents of Parlex dominated 
by one or more claims of existing Licensed Patents.

2.0  LICENSE GRANT
      2.1  Parlex hereby grants to Polyclad (meaning Polyclad and any entity 
which now or in the future Polyclad controls, or is under common control 
with, or which controls Polyclad, but only so long as such entity is 
controlled by, is under common control with, or controls Polyclad), upon the 
terms as set forth herein, a royalty bearing license under the Licensed 
Patents solely for the purpose of providing to customers of Polyclad a label 
license for use of Polyclad Cap Material in the fabrication of Permitted 
Products by such customers.  It is understood that the term customers 
includes direct sales to third parties unrelated to Polyclad as well as to 
internal sales or transfers within Polyclad.  This license and the 
obligation to pay royalties under Paragraph 3.1 shall extend to sales by 
Polyclad of Cap Material throughout the world.

      2.2  Polyclad shall sell the Cap Material with the following label 
license notice relating to Permitted Products, which shall be conspicuously 
provided on product packaging and literature in a manner reasonably 
acceptable to the parties.  The notice language and placement may be changed 
only with the prior written approval of Parlex.

            This Cap Material is sold only for use in fabricating two-
            dimensional multi-layer printed circuit boards which are not 
            designed nor intended to be folded or bent upon installation.  
            Unauthorized use of this Cap Material may subject the user to 
            patent infringement liability.

      2.3  It is understood that Parlex has previously granted certain 
license rights in South Korea under the Licensed Patents to Samsung.  *    
Parlex shall notify Polyclad of the identity of any such additional parties 
licensed when Parlex has entered into such license(s).  *

      2.4  Parlex does not intend to grant further licenses for Cap Material 
under the Licensed Patents other than those previously granted; however, it 
is recognized that circumstances may require one or more other subsequent 
licenses to be granted under the Licensed Patents for Cap Material.  In the 
event that Cap Material supplied by Polyclad fails to meet customer 
production volume or quality requirements at competitive prices, Parlex 
shall have the right to grant a license under the Licensed Patents to only 
one additional third party in the United States or Europe; however, Polyclad 
shall have a sixty (60) day period within which to cure the production 
and/or quality deficiency.  Parlex shall have the right to grant a license 
to a third party under the Licensed Patents for any country or countries 
other than the United States or Europe in the event that a customer for Cap 
Material desires an additional source of such Cap Material.  Parlex shall 
also have the right to grant a license under the Licensed Patents to a party 
supplying Cap Material to Merix Corporation, but such license shall be 
limited to facilities of Merix Corporation in existence as of the Effective 
Date of this Agreement.  Parlex shall notify Polyclad of any other such 
license granted to a third party hereunder.  Any dispute concerning the 
right of Parlex to grant an additional license under this Agreement which is 
not resolved by the parties shall be submitted to arbitration by either 
party as provided in Section 6.0 of this Agreement.  Unless and until the 
arbitration panel has rendered a decision in Parlex's favor, Parlex shall 
not grant a license to the disputed licensee.

      2.5  In the event that Cap Material sold by Polyclad in a country in 
which no Licensed Patent has been granted,   *

      2.6  Each of the parties hereby warrants and represents to the other 
that they have the unencumbered right to enter into this Agreement and shall 
indemnify and hold harmless the other party in the event that a third party 
challenges such right. 

      2.7  Licensor hereby releases Licensee and its customers from any and 
all claims of infringement of the License Patent arising prior to the 
Effective Date of the Agreement.  Licensee confirms that it has not sold Cap 
Material prior to the Effective Date of this Agreement.

_______________________
*  Confidential information has been omitted and filed separately with the 
   Commission.

3.0  PAYMENT AND REPORTS

      3.1      *

      3.2  On or before the thirtieth (30th) day after the end of each 
calendar quarter during the term of this Agreement, Polyclad shall submit to 
Parlex a written report setting forth for such quarter a computation of the 
royalties due under Subparagraph 3.1, including any minimum royalties.  
Simultaneously with the delivery of each such report, Polyclad shall pay 
Parlex the amount of the royalties due Parlex in accordance with such 
report.

      3.3  Polyclad shall maintain at its principal place of business 
accurate records and books of account in respect of the sales of Cap 
Material on which royalties are payable under this Agreement.  Polyclad 
agrees to make such records available for the inspection of an independent 
certified public accountant (CPA) firm designated by Parlex and acceptable 
to Polyclad, for the purpose of verifying, at the expense of Parlex, the 
accuracy of the amount of royalty payments hereunder at reasonable times as 
agreed by the parties, but no more than once each year.  Such CPA firm shall 
only audit records and books of account for a reporting year within twelve 
(12) months after the end of that reporting year.

4.0  LITIGATION
      4.1  Polyclad shall promptly notify Parlex if Polyclad learns of any 
breach by customers of Polyclad of the label license restrictions of this 
Agreement.

      4.2  Parlex shall have the sole responsibility for enforcement of any 
breach of the label license restrictions by customers of Polyclad.

      4.3  In the event that any third party infringes any Licensed Patent, 
or in the event any claim is made or action commenced by a third party which 
alleges that a Licensed Patent is invalid, Parlex shall have the right at 
its own expense, but shall not be obligated, to bring an appropriate action 
against such infringer to cause such infringement to cease or negotiate 
appropriate settlement with such infringer, or to defend such claim or 
action by a third party.      *        Parlex will render reasonable 
assistance to Polyclad in such litigation or other proceeding, at its own 
expense.  Parlex shall permit, and shall execute such documents as are 
necessary to permit Polyclad to sue or defend in its own name, and shall, if 
required, become a named party to such litigation or other proceeding.  
During such litigation or other proceeding, Polyclad may withhold payment of 
royalties and shall reimburse Parlex for withheld royalties at the 
termination of such litigation or proceeding, by settlement or otherwise, to 
the extent that any damages or settlement amounts plus reasonable litigation 
fees and costs exceed, if so, such withheld royalties.

_______________________
*  Confidential information has been omitted and filed separately with the 
   Commission.

5.0  CONFIDENTIALITY
      5.1  The proprietary information of each party shall be maintained in 
confidence in accordance with the separate confidentiality agreement entered 
into by the parties and attached hereto as Appendix A.

      5.2  Neither Parlex nor Polyclad shall use the name of the other for 
promotional or other purposes nor disclose the terms of this Agreement 
without the prior written consent of the other; however, either party may 
notify others of the fact that this Agreement is in effect.

6.0  DISPUTES
      In the event of any dispute under this Agreement, such dispute will be 
resolved by final and binding arbitration held in Boston, Massachusetts 
under the Commercial Arbitration Rules of the American Arbitration 
Association.  The arbitration panel shall be composed of three (3) 
arbitrators, one of whom shall be appointed by each party and the third of 
whom shall be appointed by the two party-appointed arbitrators.  The 
arbitration decision shall be binding and enforceable and may be entered in 
any court having jurisdiction over the applicable party or parties.

7.0  TERM AND TERMINATION
      7.1  This initial term of this Agreement shall remain in force and 
effect until    *.

      7.2  This Agreement is agreed to have become effective on June 1, 1996 
(the "Effective Date") and Polyclad's liability to pay royalties shall be 
deemed to have commenced on that date.

      7.3  In the event any royalties due from Polyclad hereunder shall 
remain unpaid after the same have become due and payable, or in the event of 
any other substantial breach or default hereunder by Polyclad, Parlex may 
terminate this Agreement by notice to Polyclad, of the default, and this 
Agreement and all licenses and rights containing herein shall terminate 
thirty (30) days after such notice unless Polyclad shall have cured such 
breach or default within said thirty (30) day notice period.

      7.4      *       Upon termination of this Agreement, Polyclad shall 
discontinue the manufacture and sale of Cap Materials. 

      7.5  In the event either party files a petition in bankruptcy, is 
adjudicated bankrupt, makes an assignment for the benefit of its creditors, 
or otherwise becomes the subject of any bankruptcy, reorganization, 
insolvency or similar proceedings, the other party shall have the right to 
terminate this Agreement and all licenses and rights contained herein upon 
ten (10) days notice thereof.

      7.6  Termination of this Agreement shall not affect the obligation 
under Paragraph 5.1 herein.

_______________________
*  Confidential information has been omitted and filed separately with the 
   Commission.

8.0  NOTICES
      All notices under this Agreement shall be in writing and shall be sent 
by telefax (confirmed by courier or certified or registered mail), to the 
receiving party at the respective addresses set forth below or such other 
address as a party may specify by notice to the other:

      If to Parlex:           Parlex Corporation
                              145 Milk Street
                              Methuen, MA  01844 U.S.A.

                              Attention: Peter J. Murphy
                                         President


      If to Polyclad:         Polyclad Laminates, Inc.
                              40 Industrial Park Drive
                              West Franklin, NH  03235 U.S.A.

                              Attention: James W. Crocker
                                         Executive Vice President
                                         Chief Operating Officer

9.0  GENERAL PROVISIONS
      9.1  This Agreement shall be construed and enforced in accordance with 
the laws of the Commonwealth of Massachusetts and applicable United States 
federal law.

      9.2  Nothing in this Agreement shall convey or imply any license or 
right by either party other than as expressly set forth in this Agreement.

      9.3  This Agreement constitute the entire understanding and agreement 
of the parties with respect to the subject matter hereof, supersedes any 
prior understandings or agreements, and may not be varied or modified orally 
or otherwise than by an instrument in writing duly executed by all of the 
parties.

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

      9.5  Any headings in the sections of this Agreement are inserted for 
convenience only and shall not constitute a part hereof for any purposes 
whatsoever.

      9.6  Parlex and Polyclad shall be deemed at all times to be 
independent contractors and nothing contained herein is intended nor shall 
be construed for any purpose as creating the relation of employer and 
employee between Parlex and Polyclad or of designating either party as an 
agent of the other.

      9.7  Parlex shall have no product liability with respect to the 
manufacture and sale of Cap Material by Polyclad, and nothing in this 
Agreement shall be construed to provide or imply any product warranty by 
Parlex to Polyclad or to customers of Polyclad.

      9.8  Parlex shall notify Polyclad of the issuance of each patent 
resulting from the pending patent applications of the Licensed Patents.  
Parlex shall have no obligation to provide Polyclad with copies of any 
unpublished patent applications.


      9.9  This Agreement shall be assignable by Parlex, and shall not be 
assignable by Polyclad to any party other than a successor of the business 
to which this Agreement pertains without the prior written permission of 
Parlex.  Polyclad shall notify Parlex of any transfer within the Polyclad 
group of related companies of the business applicable to this Agreement.


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


                                    PARLEX CORPORATION


                                    By ___________________________
                                       Peter J. Murphy
                                       President


                                    POLYCLAD LAMINATES, INC.


                                    By ___________________________
                                       James W. Crocker
                                       Executive Vice President
                                       Chief Operating Officer