Exhibit 10.1


                       AMENDMENT TO
  10% CONVERTIBLE SUBORDINATED NOTES DUE JUNE 30, 1995,
 10% CONVERTIBLE SUBORDINATED NOTE DUE JANUARY 31, 1996
AND 10% CONVERTIBLE SUBORDINATED NOTES DUE APRIL 24, 1996

	Amendment made this 9th day of April, 1998 by Ceramics Process 
Systems Corporation, a Delaware corporation ( the `Company`), and the 
holders listed on Schedule I hereto (the `Noteholders`) of the 
Company`s outstanding 10% Convertible Subordinated Notes Due June 30, 
1995, as amended (the `June Notes`), 10% Convertible Subordinated Note 
Due January 31, 1996 (the `January Note`) and 10% Convertible 
Subordinated Notes Due April 24, 1996 (The `April Notes`).  The June 
Notes, January Note and April Notes are collectively referred to herein 
as the `Notes.`

	Except as set forth below, the Notes shall remain in full force 
and effect.  Capitalized terms used herein and not otherwise defined 
shall have the meanings assigned to them in the Notes.  This Amendment 
is signed by the holders of the requisite percentage of the principal 
amount of the Notes outstanding on the date hereof necessary to amend 
the Notes in accordance with Section 6 (c) thereof.

	For valuable consideration, the receipt and sufficiency of which 
is hereby acknowledged, the Company and Noteholders agree as follows:

1. The title of each of the Notes shall be deleted in its 
entirety and a new title shall be substituted in its place as 
follows:

`10% Convertible Subordinated Note Due January 15, 1999`.

2. All references to (I) `June 30, 1995` in the first two 
paragraphs of the June Notes, (ii)  `January 31, 1996` in the 
first two paragraphs of the January Note and (iii) `April 24` 
in the first two paragraphs of the April Notes shall be 
deleted and, in each case, the following shall be substituted 
in their place:

`January 15, 1999`.

3. Section 3 of the Notes shall be deleted in its entirety and a 
new Section 3 shall be substituted  in its place as follows:

`3.    Prepayment of Principal and Interest.

The principal indebtedness represented by this Note and 
interest accrued but unpaid thereon may be prepaid in whole or 
in part at any time or from time to time without premium or 
penalty, provided, that, the Company provides the holder of 
this Note with 15 days` prior written notice of its intention 
so to prepay.`

4. Clause (a) of Section 4 of the Notes shall be deleted in its 
entirety and a new clause (a) shall  be substituted in its 
place as follows:

`(a)  If default in payment under any of the Subordinated 
Notes, any Senior Indebtedness or any other loan instrument of 
the Company of any installment of interest or principal when 
it becomes due, which default shall remain unremedied for ten 
(10) days.`

5. The Notes, as supplemented and modified by this Amendment, 
together with the other  writings referred to in the Notes or 
delivered pursuant thereto which form a part thereof, contain 
the entire agreement among the parties with respect to the 
subject matter thereof and amend, restate and supersede all 
prior and contemporaneous arrangements or understandings with 
respect thereto.

6. Upon the effectiveness of this Amendment, on and after the 
date hereof, each reference in the Notes to `this Note,` 
`hereunder,` `herein` or words of like import, and each 
reference in the other documents entered into in connection 
with the Notes, shall mean and be a reference to the Notes, as 
amended hereby.  Except as specifically amended above, the 
Notes shall remain in full force and effect and are hereby 
ratified and confirmed.

7. This Amendment shall be construed and enforced in accordance 
with, and the rights of the  parties shall be governed by, the 
laws of the Commonwealth of Massachusetts.

8. This Amendment may be executed in any number of counterparts, 
and each such counterpart shall be deemed to be an original 
instrument, but all such counterparts together shall 
constitute but one agreement.

	IN WITNESS WHEREOF the parties hereto have executed this 
Amendment on the date first above written.

			COMPANY:

			CERAMICS PROCESS SYSTEMS CORPORATION
			By: /s/Grant C. Bennett
			Title: Chief Executive Officer

			NOTEHOLDERS:

			AMPERSAND SPECIALTY MATERIALS VENTURES
			LIMITED PARTNERSHIP
			ASMV Management Company Limited
			ASMV MCLP LLP, its General Partner
			By: /s/Richard A. Charpie
			Its: Managing General Partner

			AMERICAN RESEARCH & DEVELOPMENT I, L.P.
			By: ARD Master, L.P.
			By: Phoenix Venture Partners, Inc., General Partner
			By: /s/Francis J. Hughes, Jr.
			Its: Vice President
			
			AMERICAN RESEARCH & DEVELOPMENT III, L.P.
			By: ARD Master, L.P.
			By: Phoenix Venture Partners, Inc., General Partner
			By: /s/Francis J. Hughes, Jr.
			Its: Vice President


SCHEDULE I

Schedule of Noteholders

Name and Type					                	Principal
of Noteholder 		Issue Date	      		Amount of Note

June Notes:
Ampersand Specialty Materials
Ventures Limited Partnership
                February 16, 1994		$ 65,000

American Research & Development I., L.P.	
                February 16, 1994		$ 27,360

American Research & Development III, L.P.
                February 16, 1994		$ 32,640
January Note:
Ampersand Specialty Materials
Ventures Limited Partnership	
                July 20, 1994    		$120,000

April Notes:
Ampersand Specialty Materials
Ventures Limited Partnership
                October 26, 1994 		$475,000

American Research & Development I., L.P.	
                October 26, 1994 		$ 91,200

American Research & Development III, L.P.	
                October 26, 1994			$108,800





                                              	Exhibit 10.2


                     REGISTRATION RIGHTS AGREEMENT

	This Agreement dated as of April 9, 1998 is entered into by and 
among Ceramics Process Systems Corporation, a Delaware corporation (the 
`Company`), and the holders of certain 10% Convertible Subordinated 
Notes of the Company (the `Notes`) signatory hereto (the 
`Noteholders`).

	WHEREAS, the Company and the Noteholders have amended the Notes 
on the date hereof; and 

	WHEREAS, the Company and the Noteholders desire to provide for 
certain arrangements with respect to the registration of shares of 
capital stock of the Company under the Securities Act of 1933.

 NOW, THEREFORE, in consideration of the mutual promises and 
covenants contained in this Agreement, the parties hereto agree as 
follows:

1.		Certain Definitions.  As used in this Agreement, the 
following terms shall have the following respective meanings:

	`Commission` means the Securities and Exchange Commission, or any 
other Federal agency at the time administering the Securities Act. 

	`Common Stock` means the common stock, $.01 par value per share, 
of the Company. 

	`Exchange Act` means the Securities Exchange Act of 1934, as 
amended, or any similar Federal statute, and the rules and regulations 
of the Commission issued under such Act, as they each may, from time to 
time, be in effect.

	`Registration Statement` means a registration statement filed by 
the Company with the Commission for a public offering and sale of 
Common Stock (other than a registration statement on Form S-8 or Form 
S-4, or their successors, or any other form for a similar limited 
purpose, or any registration statement covering only securities 
proposed to be issued in exchange for securities or assets of another 
corporation).  

	`Registration Expenses` means the expenses described in
Section 4.

	`Registrable Shares` means (i) the shares of Common Stock issued 
or issuable upon conversion of the Notes and (ii) any other shares of 
Common Stock issued in respect of such shares (because of stock splits, 
stock dividends, reclassifications, recapitalizations, or similar 
events); provided, however, that shares of Common Stock which are 
Registrable Shares shall cease to be Registrable Shares (i) upon any 
sale pursuant to a Registration Statement or Rule 144 under the 
Securities Act or (ii) upon any sale in any manner to a person or 
entity which, by virtue of Section 8 of this Agreement, is not entitled 
to the rights provided by this Agreement.  Wherever reference is made 
in this Agreement to a request or consent of holders of a certain 
percentage of Registrable Shares, the determination of such percentage 
shall include shares of Common Stock issuable upon conversion of the 
Notes even if such conversion has not yet been effected.  

	`Securities Act` means the Securities Act of 1933, as amended, or 
any similar Federal statute, and the rules and regulations of the 
Commission issued under such Act, as they each may, from time to time, 
be in effect.

	`Stockholders` means the Noteholders and any persons or entities 
to whom the rights granted under this Agreement are transferred by any 
Noteholders, their successors or assigns pursuant to Section 8 hereof. 

2.	Incidental Registration.

	(a)	Whenever the Company proposes to file a Registration 
Statement at any time and from time to time, it will, prior to such 
filing, give written notice to all Stockholders of its intention to do 
so and, upon the written request of a Stockholder or Stockholders given 
within 20 days after the Company provides such notice (which request 
shall state the intended method of disposition of such Registrable 
Shares), the Company shall use its best efforts to cause all 
Registrable Shares which the Company has been requested by such 
Stockholder or Stockholders to register to be registered under the 
Securities Act to the extent necessary to permit their sale or other 
disposition in accordance with the intended methods of distribution 
specified in the request of such Stockholder or Stockholders; provided 
that the Company shall have the right to postpone or withdraw any 
registration effected pursuant to this Section 2 without obligation to 
any Stockholder.

	(b)	In connection with any registration under this Section 2 
involving an underwriting, the Company shall not be required to include 
any Registrable Shares in such registration unless the holders thereof 
accept the terms of the underwriting as agreed upon between the Company 
and the underwriters selected by it (provided that such terms must be 
consistent with this Agreement).  If in the opinion of the managing 
underwriter it is appropriate because of marketing factors to limit the 
number of Registrable Shares to be included in the offering, then the 
Company shall be required to include in the registration only that 
number of Registrable Shares, if any, which the managing underwriter 
believes should be included therein.  If the number of Registrable 
Shares to be included in the offering in accordance with the foregoing 
is less than the total number of shares which the holders of 
Registrable Shares have requested to be included, then the holders of 
Registrable Shares who have requested registration and other holders of 
securities entitled to include them in such registration shall 
participate in the registration pro rata based upon their total 
ownership of shares of Common Stock (giving effect to the conversion 
into Common Stock of all securities convertible thereinto).  If any 
holder would thus be entitled to include more securities than such 
holder requested to be registered, the excess shall be allocated among 
other requesting holders pro rata in the manner described in the 
preceding sentence.

3.	Registration Procedures.  If and whenever the Company is required 
by the provisions of this Agreement to use its best efforts to effect 
the registration of any of the Registrable Shares under the Securities 
Act, the Company shall:

	(a)	file with the Commission a Registration Statement with 
respect to such Registrable Shares and use its best efforts to cause 
that Registration Statement to become and remain effective;

	(b)	as expeditiously as possible prepare and file with the 
Commission any amendments and supplements to the Registration Statement 
and the prospectus included in the Registration Statement as may be 
necessary to keep the Registration Statement effective, in the case of 
a firm commitment underwritten public offering, until each underwriter 
has completed the distribution of all securities purchased by it and, 
in the case of any other offering, until the earlier of the sale of all 
Registrable Shares covered thereby or 120 days after the effective date 
thereof;

	(c)	as expeditiously as possible furnish to each selling 
Stockholder such reasonable numbers of copies of the prospectus, 
including a preliminary prospectus, in conformity with the requirements 
of the Securities Act, and such other documents as the selling 
Stockholder may reasonably request in order to facilitate the public 
sale or other disposition of the Registrable Shares owned by the 
selling Stockholder; and

	(d)	as expeditiously as possible use its best efforts to 
register or qualify the Registrable Shares covered by the Registration 
Statement under the securities or Blue Sky laws of such states as the 
selling Stockholders shall reasonably request, and do any and all other 
acts and things that may be necessary or desirable to enable the 
selling Stockholders to consummate the public sale or other disposition 
in such states of the Registrable Shares owned by the selling 
Stockholder; provided, however, that the Company shall not be required 
in connection with this paragraph (d) to qualify as a foreign 
corporation or execute a general consent to service of process in any 
jurisdiction.

	If the Company has delivered preliminary or final prospectuses to 
the selling Stockholders and after having done so the prospectus is 
amended to comply with the requirements of the Securities Act, the 
Company shall promptly notify the selling Stockholders and, if 
requested, the selling Stockholders shall immediately cease making 
offers of Registrable Shares and return all prospectuses to the 
Company.  The Company shall promptly provide the selling Stockholders 
with revised prospectuses and, following receipt of the revised 
prospectuses, the selling Stockholders shall be free to resume making 
offers of the Registrable Shares.

4.	Allocation of Expenses.  The Company will pay all Registration 
Expenses of all registrations under this Agreement.  For purposes of 
this Section 4, the term `Registration Expenses` shall mean all 
expenses incurred by the Company in complying with this Agreement, 
including, without limitation, all registration and filing fees, 
exchange listing fees, printing expenses, fees and expenses of counsel 
for the Company and the fees and expenses of one counsel selected by 
the selling Stockholders to represent the selling Stockholders, state 
Blue Sky fees and expenses, and the expense of any special audits 
incident to or required by any such registration, but excluding 
underwriting discounts, selling commissions and the fees and expenses 
of selling Stockholders` own counsel.

5.	Indemnification and Contribution.  

	(a)	In the event of any registration of any of the Registrable 
Shares under the Securities Act pursuant to this Agreement, the Company 
will indemnify and hold harmless the seller of such Registrable Shares, 
each underwriter of such Registrable Shares, and each other person, if 
any, who controls such seller or underwriter within the meaning of the 
Securities Act or the Exchange Act against any losses, claims, damages 
or liabilities, joint or several, to which such seller, underwriter or 
controlling person may become subject under the Securities Act, the 
Exchange Act, state securities or Blue Sky laws or otherwise, insofar 
as such losses, claims, damages or liabilities (or actions in respect 
thereof) arise out of or are based upon any untrue statement or alleged 
untrue statement of any material fact contained in any Registration 
Statement under which such Registrable Shares were registered under the 
Securities Act, any preliminary prospectus or final prospectus 
contained in the Registration Statement, or any amendment or supplement 
to such Registration Statement, or arise out of or are based upon the 
omission or alleged omission to state a material fact required to be 
stated therein or necessary to make the statements therein not 
misleading; and the Company will reimburse such seller, underwriter and 
each such controlling person for any legal or any other expenses 
reasonably incurred by such seller, underwriter or controlling person 
in connection with investigating or defending any such loss, claim, 
damage, liability or action; provided, however, that the Company will 
not be liable in any such case to the extent that any such loss, claim, 
damage or liability arises out of or is based upon any untrue statement 
or omission made in such Registration Statement, preliminary prospectus 
or final prospectus, or any such amendment or supplement, in reliance 
upon and in conformity with information furnished to the Company, in 
writing, by or on behalf of such seller, underwriter or controlling 
person specifically for use in the preparation thereof.

	(b)	In the event of any registration of any of the Registrable 
Shares under the Securities Act pursuant to this Agreement, each seller 
of Registrable Shares, severally and not jointly, will indemnify and 
hold harmless the Company, each of its directors and officers and each 
underwriter (if any) and each person, if any, who controls the Company 
or any such underwriter within the meaning of the Securities Act or the 
Exchange Act, against any losses, claims, damages or liabilities, joint 
or several, to which the Company, such directors and officers, 
underwriter or controlling person may become subject under the 
Securities Act, Exchange Act, state securities or Blue Sky laws or 
otherwise, insofar as such losses, claims, damages or liabilities (or 
actions in respect thereof) arise out of or are based upon any untrue 
statement or alleged untrue statement of a material fact contained in 
any Registration Statement under which such Registrable Shares were 
registered under the Securities Act, any preliminary prospectus or 
final prospectus contained in the Registration Statement, or any 
amendment or supplement to the Registration Statement, or arise out of 
or are based upon any omission or alleged omission to state a material 
fact required to be stated therein or necessary to make the statements 
therein not misleading, if the statement or omission was made in 
reliance upon and in conformity with information relating to such 
seller furnished in writing to the Company by or on behalf of such 
seller specifically for use in connection with the preparation of such 
Registration Statement, prospectus, amendment or supplement; provided, 
however, that the obligations of such Stockholders hereunder shall be 
limited to an amount equal to the proceeds to each Stockholder of 
Registrable Shares sold in connection with such registration.

	(c)	Each party entitled to indemnification under this Section 5 
(the `Indemnified Party`) shall give notice to the party required to 
provide indemnification (the `Indemnifying Party`) promptly after such 
Indemnified Party has actual knowledge of any claim as to which 
indemnity may be sought, and shall permit the Indemnifying Party to 
assume the defense of any such claim or any litigation resulting 
therefrom; provided, that counsel for the Indemnifying Party, who shall 
conduct the defense of such claim or litigation, shall be approved by 
the Indemnified Party (whose approval shall not be unreasonably 
withheld); and, provided, further, that the failure of any Indemnified 
Party to give notice as provided herein shall not relieve the 
Indemnifying Party of its obligations under this Section 5. The 
Indemnified Party may participate in such defense at such party`s 
expense; provided, however, that the Indemnifying Party shall pay such 
expense if representation of such Indemnified Party by the counsel 
retained by the Indemnifying Party would be inappropriate due to actual 
or potential differing interests between the Indemnified Party and any 
other party represented by such counsel in such proceeding.  No 
Indemnifying Party, in the defense of any such claim or litigation 
shall, except with the consent of each Indemnified Party, consent to 
entry of any judgment or enter into any settlement which does not 
include as an unconditional term thereof the giving by the claimant or 
plaintiff to such Indemnified Party of a release from all liability in 
respect of such claim or litigation, and no Indemnified Party shall 
consent to entry of any judgment or settle such claim or litigation 
without the prior written consent of the Indemnifying Party.

	(d)	In order to provide for just and equitable contribution to 
joint liability under the Securities Act in any case in which either 
(i) any holder of Registrable Shares exercising rights under this 
Agreement, or any controlling person of any such holder, makes a claim 
for indemnification pursuant to this Section 5 but it is judicially 
determined (by the entry of a final judgment or decree by a court of 
competent jurisdiction and the expiration of time to appeal or the 
denial of the last right of appeal) that such indemnification may not 
be enforced in such case notwithstanding the fact that this Section 5 
provides for indemnification in such case, or (ii) contribution under 
the Securities Act may be required on the part of any such selling 
Stockholder or any such controlling person in circumstances for which 
indemnification is provided under this Section 5; then, in each such 
case, the Company and such Stockholder will contribute to the aggregate 
losses, claims, damages or liabilities to which they may be subject 
(after contribution from others) in such proportions so that such 
holder is responsible for the portion represented by the percentage 
that the public offering price of its Registrable Shares offered by the 
Registration Statement bears to the public offering price of all 
securities offered by such Registration Statement, and the Company is 
responsible for the remaining portion; provided, however, that, in any 
such case, (A) no such holder will be required to contribute any amount 
in excess of the proceeds to it of all Registrable Shares sold by it 
pursuant to such Registration Statement, and (B) no person or entity 
guilty of fraudulent misrepresentation, within the meaning of 
Section 11(f) of the Securities Act, shall be entitled to contribution 
from any person or entity who is not guilty of such fraudulent 
misrepresentation.

6.	Information by Holder.  Each Stockholder including Registrable 
Shares in any registration shall furnish to the Company such 
information regarding such Stockholder and the distribution proposed by 
such Stockholder as the Company may reasonably request in writing and 
as shall be required in connection with any registration, qualification 
or compliance referred to in this Agreement.

7.	Termination.  All of the Company`s obligations to register 
Registrable Shares under this Agreement shall terminate on the fifth 
anniversary of this Agreement.

8.	Transfers of Rights.  This Agreement, and the rights and 
obligations of each Noteholder hereunder, may be assigned by such 
Noteholder to any person or entity to which Notes are transferred by 
such Noteholder, and such transferee shall be deemed a `Noteholder` for 
purposes of this Agreement; provided that the transferee provides 
written notice of such assignment to the Company.

9.	General.  

	(a)	Notices.  All notices, requests, consents, and other 
communications under this Agreement shall be in writing and shall be 
delivered by hand or mailed by first class certified or registered 
mail, return receipt requested, postage prepaid:

	If to the Company, at Ceramics Process Systems Corporation, 111 
South Worcester Street, Chartley, Massachusetts 02712-0338, Attention:  
President, or at such other address or addresses as may have been 
furnished in writing by the Company to the Noteholders; or

	If to a Stockholder, at his or its address set forth on Schedule 
I hereto, or at such other address or addresses as may have been 
furnished to the Company in writing by such Noteholder.

	Notices provided in accordance with this Section 9(a) shall be 
deemed delivered upon personal delivery or two business days after 
deposit in the mail.

	(b)	Entire Agreement.  This Agreement embodies the entire 
agreement and understanding between the parties hereto with respect to 
the subject matter hereof and supersedes all prior agreements and 
understandings relating to such subject matter.

	(c)	Amendments and Waivers.  Any term of this Agreement may be 
amended and the observance of any term of this Agreement may be waived 
(either generally or in a particular instance and either retroactively 
or prospectively), with the written consent of the Company and the 
holders of at least 50% of the Registrable Shares.  No waivers of or 
exceptions to any term, condition or provision of this Agreement, in 
any one or more instances, shall be deemed to be, or construed as, a 
further or continuing waiver of any such term, condition or provision.

	(d)	Counterparts.  This Agreement may be executed in one or 
more counterparts, each of which shall be deemed to be an original, but 
all of which shall be one and the same document.

	(e)	Severability.  The invalidity or unenforceability of any 
provision of this Agreement shall not affect the validity or 
enforceability of any other provision of this Agreement.

	(f)	Governing Law.  This Agreement shall be governed by and 
construed in accordance with the laws of the Commonwealth of 
Massachusetts. 


	Executed as of the date first written above.


			COMPANY:

   CERAMICS PROCESS SYSTEMS CORPORATION
   By: /s/Grant C. Bennett
   Title: Chief Executive Officer


			NOTEHOLDERS:

   AMPERSAND SPECIALTY MATERIALS VENTURES
   LIMITED PARTNERSHIP
   ASMV Management Company Limited
   ASMV MCLP LLP, its General Partner
   By: /s/Richard A. Charpie
   Its: Managing General Partner

   AMERICAN RESEARCH & DEVELOPMENT I, L.P.
   By: ARD Master, L.P.
   By: Phoenix Venture Partners, Inc., General Partner
   By: /s/Francis J. Hughes, Jr.
   Its: Vice President

   AMERICAN RESEARCH & DEVELOPMENT III, L.P.
   By: ARD Master, L.P.
   By: Phoenix Venture Partners, Inc., General Partner
   By: /s/Francis J. Hughes, Jr.
   Its: Vice President


Schedule I


Noteholders

Ampersand Specialty Materials 
Ventures Limited Partnership
55 William Street, Suite 240
Wellesley, MA 02181

American Research & Development I, L.P.
30 Federal Street
Boston, MA 02110

American Research & Development III, L.P.
30 Federal Street
Boston, MA 02110