<PAGE>
executive officers and directors of the Company shall also have agreed 
not to sell publicly their Common Stock under the circumstances and 
pursuant to the terms set forth in this Section 5.09.  
 
     5.10.  PARTICIPATION IN REGISTRATIONS.  No holder of Registrable 
Shares may participate in any registration provided for hereunder unless 
such holder: (a) has complied in all material respects with all of the 
terms of this Agreement and (b) in the case of any underwritten 
registration which includes Common Stock to be sold by Matec: (i) agrees 
to sell such holders Registrable shares on the basis provided in any 
underwriting arrangements entered into by Matec provided the terms 
thereof are no less favorable to such holder than those accorded to 
Matec, and (ii) completes and executes all questionnaires, powers of 
attorney, indemnities, underwriting agreements and other documents 
reasonably required under the terms of such underwriting arrangements 
and this Agreement.  

     5.11.  EXPENSES.  In the case of a registration under Sections 5.01 
or 5.02, Matec shall bear all costs and expenses of each such 
registration, including, but not limited to, printing, legal and 
accounting expenses, Commission filing fees and "blue sky" fees and 
expenses; PROVIDED, HOWEVER, that Matec shall have no obligation to pay 
or otherwise bear (i) any portion of the fees or disbursements of more 
than one counsel for the selling holders of Registrable Shares in 
connection with the registration of their Registrable Shares, or (ii) 
any portion of the underwriters' commissions or discounts attributable 
to the Registrable Shares being offered and sold by the holders of 
Registrable Shares.  

                             ARTICLE VI  

                          EVENTS OF DEFAULT


     6.01.  EVENTS OF DEFAULT.  If any of the following events ("Events 
of Default") shall and be continuing:  
  
        (a)  The Companies shall fail to pay any installment of 
principal of any of the Notes when due; or 
  
        (b)  The Companies shall fail to pay any interest or premium on 
any of the Notes when due and such failure shall continue for five (5) 
business days; or 
  
        (c)  The Companies shall default in the performance of any 
covenant contained in subsections 4.01(j) or (k) or shall default in the 
performance of any covenant contained in Section 4.02; or 
  
        (d)  Any representation or warranty made by any Company in this 
Agreement or the Security Agreements or by any Company (or any officers 
of any Company) in any certificate, instrument or written statement 
contemplated by or made or delivered pursuant to or in connection with 
this Agreement or the Security Agreements, shall prove to have been 
incorrect when made in any material respect; or 
<PAGE>
  
        (e)  Any Company shall fail to perform or observe any other 
term, covenant or agreement contained in this Agreement, the Notes, the 
Warrants or the Security Agreements on its part to be performed or 
observed and any such failure remains unremedied for ten (10) business 
days after written notice thereof shall have been given to any Company 
by any registered holder of the Notes; or 
  
        (f)  Any Company or any Subsidiary shall fail to pay any 
Indebtedness for borrowed money (other than as evidenced by the Notes) 
owing by such Company or such Subsidiary (as the case may be), or any 
interest or premium thereon, when due (or, if permitted by the terms of 
the relevant document, within any applicable grace period), whether such 
Indebtedness shall become due by scheduled maturity, by required 
prepayment, by acceleration, by demand or otherwise, or shall fail to 
perform any term, covenant or agreement on its part to be performed 
under any agreement or instrument (other than this Agreement or the 
Notes) evidencing or securing or relating to any Indebtedness owing by 
any Company or any Subsidiary, as the case may be, when required to be 
performed (or, if permitted by the terms of the relevant document, 
within any applicable grace period), if the effect of such failure to 
pay or perform is to accelerate, or to permit the holder or holders of 
such Indebtedness, or the trustee or trustees under any such agreement 
or instrument to accelerate, the maturity of such Indebtedness, unless 
such failure to pay or perform shall be waived by the holder or holders 
of such Indebtedness or such trustee or trustees; or 
  
        (g)  Any Company or any Subsidiary shall be involved in 
financial difficulties as evidenced (i) by its admitting in writing its 
inability to pay its debts generally as they become due; (ii) by its 
commencement of a voluntary case under Title 11 of the United States 
Code as from time to time in effect, or by its authorizing, by 
appropriate proceedings of its Board of Directors or other governing 
body, the commencement of such a voluntary case; (iii) by its filing an 
answer or other pleading admitting or failing to deny the material 
allegations of a petition filed against it commencing an involuntary 
case under said Title 11, or seeking, consenting to or acquiescing in 
the relief therein provided, or by its failing to controvert timely the 
material allegations of any such petition; (iv) by the entry of an order 
for relief in any involuntary case commenced under said Title 11; (v) by 
its seeking relief as a debtor under any applicable law, other than said 
Title 11, of any jurisdiction relating to the liquidation or 
reorganization of debtors or to the modification or alteration of the 
rights of creditors, or by its consenting to or acquiescing in such 
relief; (vi) by the entry of an order by a court of competent 
jurisdiction (a) finding it to be bankrupt or insolvent, (b) ordering or 
approving its liquidation, reorganization or any modification or 
alteration of the rights of its creditors, or (c) assuming custody of, 
or appointing a receiver or other custodian for, all or a substantial 
part of its property; or (vii) by its making an assignment for the 
benefit of, or entering into a composition with, its creditors, or 
appointing or consenting to the appointment of a receiver or other 
custodian for all or a substantial part of its property; or 
<PAGE>
        (h)  Any judgment, writ, warrant of attachment or execution or 
similar process shall be issued or levied against a substantial part of 
the property of any Company or any Subsidiary and such judgment, writ, 
or similar process shall not be released, vacated or fully bonded within 
(60) days after its issue or levy; 

then, and in any such event, the Purchaser or any other holder of the 
Notes may, by notice to any Company, declare the entire unpaid principal 
amount of the Notes, all interest accrued and unpaid thereon and all 
other amounts payable under this Agreement to be forthwith due and 
payable, whereupon the Notes, all such accrued interest and all such 
amounts shall become and be forthwith due and payable (unless there 
shall have occurred an Event of Default under subsection 6.01(g) in 
which case all such amounts shall automatically become due and payable), 
without presentment, demand, protest or further notice of any kind, all 
of which are hereby expressly waived by each Company.

     6.02.  ANNULMENT OF DEFAULTS.  Section 6.01 is subject to the 
condition that, if at any time after the principal of any of the Notes 
shall have become due and payable, and before any judgment or decree for 
the payment of the moneys so due, or any portion thereof, shall have 
been entered, all arrears of interest upon all the Notes and all other 
sums payable under the Notes and under this Agreement (except the 
principal of the Notes which by such declaration shall have become 
payable) shall have been duly paid, and every other default and Event of 
Default shall have been made good or cured, then and in every such case 
the holders of seventy-five percent (75%) or more in principal amount of 
all Notes then outstanding may, by written instrument filed with any 
Company, rescind and annul such declaration and its consequences; but no 
such rescission or annulment shall extend to or affect any subsequent 
default or Event of Default or impair any right consequent thereon. 

                               ARTICLE VII

                    DEFINITIONS AND ACCOUNTING TERMS


     7.01.  CERTAIN DEFINED TERMS.  As used in this Agreement, the 
following terms shall have the following meanings (such meanings to be 
equally applicable to both the singular and plural forms of the terms 
defined):
 
     "Agreement" means this Secured Note and Warrant Purchase Agreement 
as from time to time amended and in effect between the parties. 
 
     "Capital Resource Company Act" shall have the meaning assigned to 
that term in Section 1.11.
 
     "Code" shall have the meaning assigned to that term in Section 
4.01(i).  
 
     "Commission" means the Securities and Exchange Commission or any 
other federal agency at the time administering the Securities Act.  
<PAGE>
     "Companies" means and shall include Matec Corporation, Bergen Cable 
Technologies, Inc., Matec Applied Sciences, Inc., Matec Instruments, 
Inc. and Valpey-Fisher Corporation and their respective successors and 
assigns. 
 
     "Common Stock" includes Matec's Common Stock, $.05 par value per 
share, as authorized on the date of this Agreement, and any other 
securities into which or for which any of such Common Stock may be 
converted or exchanged pursuant to a plan of recapitalization, 
reorganization, merger, sale of assets or otherwise. 
 
     "Consolidated" and "consolidating" when used with reference to any 
term defined herein mean that term as applied to the accounts of the 
Companies and their Subsidiaries consolidated in accordance with 
generally accepted accounting principles.
 
     "Consolidated Net Earnings Available for Interest Charges" means, 
for any period, Consolidated Net Income for such period plus (a) 
interest paid or accrued by the Companies and their Subsidiaries with 
respect to all Indebtedness for such period and (b) income and excess 
profit taxes for such period and all other taxes for such period which 
are imposed on or measured by income after deduction of interest 
charges.  
 
     "Consolidated Net Income" means, for any period, the net income (or 
net deficit) of the Companies and their Subsidiaries for such period, 
after all expenses, taxes and other proper charges, determined in 
accordance with generally accepted accounting principles eliminating (i) 
all intercompany items, (ii) all earnings attributable to equity 
interests in Persons that are not Subsidiaries unless actually received 
by the Companies or their Subsidiaries, (iii) all income arising from 
the forgiveness, adjustment or negotiated settlement of any 
Indebtedness, and (iv) any increase or decrease of income arising from 
any change in the method of accounting for any item from that employed 
in the preparation of the financial statements attached hereto as 
EXHIBIT 3.08. 
 
     "Consolidated Net Worth" means, at any dates, the sum of (a) the 
par value of all of the stock of the Companies issued and outstanding, 
(b) the amount of any additional paid-in-capital and (c) 
      
                  (i)  the positive retained earnings, if any, of the 
Companies and their Subsidiaries, or 
     
                 (ii)  less, the amount of any deficit in the retained 
earnings of the Companies and their Subsidiaries

as the same appears on a consolidated balance sheet of the Companies and 
their Subsidiaries prepared in accordance with generally accepted 
accounting principles consistently applied as of such date, after 
eliminating all intercompany items and all amounts properly attributable 
to (1) any write-up in the book value of any asset resulting from a 
revaluation thereof after the date of this Agreement; (2) the amount of 
any intangible assets including patents, trademarks, unamortized debt 
discount and expense, goodwill, covenants and agreements and the excess 
of the purchase price paid for assets or stock acquired over the value
<PAGE>
assigned thereto on the books of such Company or of such Subsidiary 
which shall have acquired the same; (3) earnings attributable to any 
other Person unless actually received by the Companies or their 
Subsidiaries; and (4) changes in the method of accounting.
 
     "Current Liabilities" means all liabilities of any corporation 
which would, in accordance with generally accepted accounting principles 
consistently applied, be classified as current liabilities of a 
corporation conducting a business the same as or similar to that of such 
corporation, including, without limitation, all rental payments due 
under leases required to be capitalized in accordance with applicable 
Statements of Financial Accounting Standards and fixed prepayments of, 
and sinking fund payments with respect to, Indebtedness (including 
Indebtedness evidenced by the Notes), which payments are required to be 
made within one year from the date of determination. 
 
     "Distribution" shall have the meaning assigned to that term in 
Section 4.02(g). 
 
     "ERISA" shall have the meaning assigned to that term in Section 
3.10.  
 
     "Events of Default" shall have the meaning assigned to that term in 
Section 6.01. 
 
     "Exchange Act" means the Securities Exchange Act of 1934 or any 
similar federal statute, and the rules and regulations of the Commission 
(or of any other Federal Agency then administering the Exchange Act) 
thereunder, all as the same shall be in effect at the time. 
 
     "Form 10-K" means Matec's Form 10-K for the fiscal year ended 
December 31, 1994 as filed with the Commission pursuant to the Exchange 
Act.  
 
     "Government Contract" shall have the meaning assigned to that term 
in Section 3.14. 
 
     "Indebtedness" means all obligations, contingent and otherwise, 
which should, in accordance with generally accepted accounting 
principles consistently applied, be classified upon the obligor's 
balance sheet as liabilities, but in any event including, without 
limitation, liabilities secured by any mortgage on property owned or 
acquired subject to such mortgage, whether or not the liability secured 
thereby shall have been assumed, and also including, without limitation, 
(i) all guaranties, endorsements and other contingent obligations, in 
respect of Indebtedness of others, whether or not the same are or should 
be so reflected in said balance sheet, except guaranties by endorsement 
of negotiable instruments for deposit or collection or similar 
transactions in the ordinary course of business and (ii) the present 
value of any lease payments due under leases required to be capitalized 
in accordance with applicable Statements of Financial Accounting 
Standards, determined in accordance with applicable Statements of 
Financial Accounting Standards. 
 
<PAGE>
     "Interest Charges" means the interest expense of the Companies and 
their Subsidiaries on Indebtedness (including the current portion 
thereof).  
 
     "Matec" means Matec Corporation, Delaware corporation, and its 
successors and assigns. 
 
     "Notes" shall have the meaning assigned to that term in Section 
1.01.  
 
     "Person" means an individual, corporation, partnership, joint 
venture, trust, or unincorporated organization, or a government or any 
agency or political subdivision thereof.  
 
     "Proxy Statement" means the Proxy Statement, filed by Matec with 
the Commission for use in connection with Matec's April 26, 1995 meeting 
of stockholders.  
 
     "Purchaser" means and shall include not only the Massachusetts 
Capital Resource Company but also any other holder or holders of any of 
the Notes or Warrants.  
 
     "Registrable Shares" means and shall include the shares of Common 
Stock issued and issuable upon exercise of the Warrants, excluding, 
however, any such shares of Common Stock which have been: (a) registered 
under the Securities Act pursuant to an effective registration statement 
filed thereunder and disposed of in accordance with the registration 
statement covering them or (b) publicly sold pursuant to Rule 144 under 
the Securities Act. 
 
     "Securities Act" means the Securities Act of 1933 or any similar 
Federal statute, and the rules and regulations of the Commission (or of 
any other Federal agency then administering the Securities Act) 
thereunder, all as the same shall be in effect at the time. 
 
     "Security Agreements" shall have the meaning assigned to that term 
in Section 2.02(a).  
 
     "Subsidiary" or "Subsidiaries" means any corporation or trust of 
which any Company and/or any Subsidiaries (as herein defined) directly 
or indirectly owns at the time all of the outstanding shares of every 
class of such corporation or trust other than directors' qualifying 
shares.  
 
     "Warrants" shall have the meaning assigned to that term in Section 
1.02.  

     7.02.  ACCOUNTING TERMS.  All accounting terms not specifically 
defined herein shall be construed in accordance with generally accepted 
accounting principles consistent with those applied in preparation of 
the financial statements attached hereto as EXHIBIT 3.08, and all 
financial data submitted pursuant to this Agreement and all financial 
tests to be calculated in accordance with this Agreement shall be 
prepared and calculated in accordance with such principles.  
<PAGE>
                             ARTICLE VIII   


                            MISCELLANEOUS

     8.01.  NO WAIVER; CUMULATIVE REMEDIES.  No failure or delay on the 
part of the Purchaser, or any other holder of the Notes or Warrants in 
exercising any right, power or remedy hereunder shall operate as a 
waiver thereof; nor shall any single or partial exercise of any such 
right, power or remedy preclude any other or further exercise thereof or 
the exercise of any other right, power or remedy hereunder.  The 
remedies herein provided are cumulative and not exclusive of any 
remedies provided by law.  
 
     8.02.  AMENDMENTS, WAIVERS AND CONSENTS.  Any provision in this 
Agreement, the Notes or the Warrants to the contrary notwithstanding, 
changes in or additions to this Agreement may be made, and compliance 
with any covenant or provision herein or therein set forth may be 
omitted or waived, if the Companies (i) shall, in the case of the Notes, 
obtain consent thereto in writing from the holder or holders of at least 
seventy-five percent (75%) in principal amount of all Notes then 
outstanding, and (ii) shall, in the case of the Warrants, obtain the 
consent thereto in writing from the holder or holders of at least 
seventy-five percent (75%) of the Common Stock issued and issuable upon 
exercise of the Warrants; PROVIDED, HOWEVER, that if any such consent 
shall effect solely the provisions of the Notes or solely the provisions 
of the Warrants, then, in such event, the foregoing consent need only be 
obtained from the holders of the Notes or Warrants, as the case may be, 
and further provided that no such consent shall be effective to reduce 
or to postpone the date fixed for the payment of the principal 
(including any required redemption) or interest payable on any Note, 
without the consent of the holder thereof, or to reduce the percentage 
of the Notes and Warrants the consent of the holders of which is 
required under this Section.  Any waiver or consent may be given subject 
to satisfaction of conditions stated therein and any waiver or consent 
shall be effective only in the specific instance and for the specific 
purpose for which given.  Written notice of any waiver or consent 
effected under this subsection shall promptly be delivered by the 
Companies to any holders who did not execute the same.  
 
     8.03.  ADDRESSES FOR NOTICES, ETC.  All notices, requests, demands 
and other communications provided for hereunder shall be in writing 
(including telegraphic communication) and mailed or sent by facsimile or 
delivered to the applicable party at the addresses indicated below:
 
     If to the Companies:
  
           Matec Corporation
           Matec Applied Sciences, Inc.
           Matec Instruments, Inc.
           Valpey-Fisher Corporation
           75 South Street
           Hopkinton, Massachusetts 01748
           Attention: President
<PAGE>
           Bergen Cable Technologies, Inc.
           Gregg Street
           Lodi, New Jersey 07644
           Attention: President
 
     If to the Purchaser:
  
           Payments should be mailed to:
    
           Massachusetts Capital Resource Company
           P. O. Box 3707
           Boston, Massachusetts  02241
 
     and all other deliveries and other communications made at or sent 
to:
   
           Massachusetts Capital Resource Company
           420 Boylston Street
           Boston, Massachusetts  02116
           Attention:  Richard W. Anderson, Senior Vice President
 
     If to any other holder of the Notes or Warrants:  at such holder's 
address for notice as set forth in the register maintained by Matec, or, 
as to each of the foregoing, at such other address as shall be 
designated by such Person in a written notice to the other party 
complying as to delivery with the terms of this Section.  All such 
notices, requests, demands and other communications shall, when mailed 
or sent by facsimile, respectively, be effective when deposited in the 
mails or sent by such facsimile, respectively, addressed as aforesaid.  
 
     8.04.  COSTS, EXPENSES and TAXES.  The Companies, jointly and 
severally, agree to pay on demand all costs and expenses of the 
Purchaser in connection with the preparation, execution and delivery of 
this Agreement, the Notes, the Warrants, the Security Agreements and 
other instruments and documents to be delivered hereunder, including the 
reasonable fees and out-of-pocket expenses of Messrs. Testa, Hurwitz & 
Thibeault, special counsel for the Purchaser, with respect thereto, as 
well as the reasonable fees and out-of-pocket expenses of legal counsel, 
independent public accountants and other outside experts reasonably 
retained by the Purchaser in connection with the amendment or 
enforcement of this Agreement, the Notes, the Warrants, the Security 
Agreements and other instruments and documents to be delivered hereunder 
or thereunder.  In addition, the Companies, jointly and severally, shall 
pay any and all stamp and other taxes payable or determined to be 
payable in connection with the execution and delivery of this Agreement, 
the Notes, the Warrants, the Security Agreements and the other 
instruments and documents to be delivered hereunder or thereunder and 
agrees to save the Purchaser harmless from and against any and all 
liabilities with respect to or resulting from any delay in paying or 
omission to pay such taxes and filing fees.  
 
     8.05.  BINDING EFFECT; ASSIGNMENT.  This Agreement shall be binding 
upon and inure to the benefit of each Company and the Purchaser and 
their respective successors and assigns, except that no Company shall
<PAGE>
have the right to assign its rights hereunder or any interest herein 
without the prior written consent of the Purchaser.  
 
     8.06.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All 
representations and warranties made in this Agreement, the Notes, the 
Warrants, the Security Agreements or any other instrument or document 
delivered in connection herewith or therewith, shall survive the 
execution and delivery hereof or thereof and the making of the loans.  
 
     8.07.  PRIOR AGREEMENTS.  This Agreement constitutes the entire 
agreement between the parties and supersedes any prior understandings or 
agreements concerning the subject matter hereof.  
 
     8.08.  SEVERABILITY.  The invalidity or unenforceability of any 
provision hereof shall in no way affect the validity or enforceability 
of any other provision.  
 
     8.09.  GOVERNING LAW.  This Agreement shall be governed by, and 
construed in accordance with, the laws of the Commonwealth of 
Massachusetts.  
 
     8.10.  HEADINGS.  Article, Section and subsection headings in this 
Agreement are included herein for convenience of reference only and 
shall not constitute a part of this Agreement for any other purpose.  

     8.11.  SEALED INSTRUMENTS.  This Agreement is executed as an 
instrument under seal.  
 
     8.12.  COUNTERPARTS.  This Agreement may be executed in any number 
of counterparts, all of which taken together shall constitute one and 
the same instrument, and each of the parties hereto may execute this 
Agreement by signing any such counterpart.  
 
     8.13.  FURTHER ASSURANCES.  From and after the date of this 
Agreement, upon the request of the Purchaser, each Company and each 
Subsidiary shall execute and deliver such instruments, documents and 
other writings as may be necessary or desirable to confirm and carry out 
and to effectuate fully the intent and purposes of this Agreement, the 
Notes, the Warrants and the Security Agreements.  
 
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement 
to be executed by their respective officers thereunto duly authorized, 
as of the date first above written.  
     
                               MATEC CORPORATION
                               By /s/ Robert B. Gill                  
                                  Robert B. Gill, President
<PAGE>
                               BERGEN CABLE TECHNOLOGIES, INC.
                               By /s/ Robert B. Gill
                                  Robert B. Gill, Chief Executive
                                  Officer
     
                               MATEC APPLIED SCIENCES, INC.
                               By /s/ Robert B. Gill
                                  Robert B. Gill, Chief Executive
                                  Officer
     
                               MATEC INSTRUMENTS, INC.
                               By /s/ Robert B. Gill
                                  Robert B. Gill, President
     
                               VALPEY-FISHER CORPORATION
                               By /s/ Robert B. Gill
                                  Robert B. Gill, President
     
                               MASSACHUSETTS CAPITAL RESOURCE COMPANY
                               By /s/ Richard W. Anderson
                                  Richard W. Anderson, Senior Vice
                                  President
<PAGE>
<PAGE>

The exhibits to the Secured Note and Warrant Purchase Agreement are not 
included herewith.  Registrant hereby undertakes and agrees to furnish a 
copy of each such exhibit to the Securities and Exchange Commission upon 
request.
<PAGE>