MATEC CORPORATION
                         BERGEN CABLE TECHNOLOGIES, INC.
                          MATEC APPLIED SCIENCES, INC.
                             MATEC INSTRUMENTS, INC.
                            VALPEY-FISHER CORPORATION
                   Secured Note and Warrant Purchase Agreement
                           Dated as of April 12, 1995
<PAGE>
                            MATEC CORPORATION
                     BERGEN CABLE TECHNOLOGIES, INC.
                      MATEC APPLIED SCIENCES, INC.
                         MATEC INSTRUMENTS, INC.
                        VALPEY-FISHER CORPORATION

                  Secured Note and Warrant Purchase Agreement
                  ------------------------------------------- 
                       Dated as of April 12, 1995
             
                                 INDEX

ARTICLE 1 ............................................................ 1

PURCHASE, SALE AND TERMS OF NOTES AND WARRANTS ....................... 1

  1.01.  The Notes ................................................... 1
  1.02.  The Warrants ................................................ 2
  1.03.  Purchase and Sale of Notes and Warrants ..................... 2
         (a)  The Closing ............................................ 2
         (b)  Allocation of Purchase Price ............................2
         (c)  Use of Proceeds .........................................2
  1.04.  Payments and Endorsements.................................... 3
  1.05.  Redemptions ................................................. 3
         (a)  Required Redemption .................................... 3
         (b)  Optional Redemptions With Premium ...................... 3
         (c)  Notice of Redemptions; Pro rata Redemptions............. 3
  1.06.  Payment on Non-Business ..................................... 3
  1.07.  Registration, etc ........................................... 3
  1.08.  Transfer and Exchange of Notes .............................. 4
  1.09.  Replacement of Notes ........................................ 4
  1.10.  Representations by the Purchaser ............................ 5
  1.11.  Disclosure of Information by the Purchaser .................. 5

ARTICLE II............................................................ 5

CONDITIONS TO PURCHASER'S OBLIGATION ................................. 5

  2.01.  Representations and Warranties .............................. 6
  2.02.  Documentation at Closing .................................... 6

ARTICLE III........................................................... 7

REPRESENTATIONS AND WARRANTIES........................................ 7

  3.01.  Organization and Standing ................................... 7
  3.02.  Corporate Action ............................................ 7
  3.03.  Governmental Approvals ...................................... 8
  3.04.  Litigation .................................................. 8
  3.05.  Compliance with Other Instruments ........................... 8
  3.06.  Federal Reserve Regulations ................................. 8
  3.07.  Title to Assets, Patents .................................... 9
  3.08.  Financial Information ....................................... 9
  3.09.  Taxes....................................................... 10
  3.10.  ERISA....................................................... 10
  3.11.  Transactions with Affiliates ............................... 10
  3.12.  Assumptions or Guaranties of Indebtedness of Other Persons . 10
  3.13.  Investments in Other Persons ............................... 10
<PAGE>
                                                                    Page
                                                                    ----
  3.14.  Equal Employment Opportunity ............................... 10
  3.15.  Status of Notes and Warrants as Qualified Investments ...... 11
  3.16.  Securities Act ............................................. 11
  3.17.  Disclosure ................................................. 12
  3.18.  No Brokers or Finders ...................................... 12
  3.19.  Other Agreements of Officers ............................... 12
  3.20.  Capitalization; Status of Capital Stock .................... 12
  3.21.  Labor Relations ............................................ 13
  3.22.  Insurance .................................................. 13
  3.23.  Books and Records .......................................... 13
  3.24.  Foreign Corrupt Practices Act .............................. 13

ARTICLE IV........................................................... 14

COVENANTS OF THE COMPANIES .......................................... 14

  4.01.  Affirmative Covenants Other Than Reporting Requirements .... 14
         (a)  Punctual Payment ...................................... 14
         (b)  Payment of Taxes and Trade Debt ....................... 14
         (c)  Maintenance of Insurance .............................. 14
         (d)  Preservation of Corporate Existence ................... 14
         (e)  Compliance with Laws .................................. 15
         (f)  Visitation Rights ..................................... 15
         (g)  Keeping of Records and Books of Account ............... 15
         (h)  Maintenance of Properties, etc ........................ 15
         (i)  Compliance with ERISA ................................. 15
         (j)  Maintenance of Debt to Equity Ratio ................... 16
         (k)  Maintenance of Interest Coverage ...................... 16
         (l)  Foreign Corrupt Practices Act ......................... 16
         (m)  Equal Employment Opportunity .......................... 16
         (n)  Status of Notes and Warrants as Qualified Investments . 16
         (o)  Attendance at Board Meetings .......................... 16
         (p)  Compensation .......................................... 17
         (q)  Compliance with Security Agreements ................... 17
  4.02.  Negative Covenants ......................................... 17
         (a)  Liens ................................................. 17
         (b)  Indebtedness .......................................... 18
         (c)  Lease Obligations ..................................... 18
         (d)  Assumptions or Guaranties of Indebtedness of
              Other Persons ......................................... 19
         (e)  Mergers, Sale of Assets, etc .......................... 19
         (f)  Investments in Other Persons .......................... 19
         (g)  Distributions ......................................... 20
         (h)  Dealings with Affiliates .............................. 21
         (i)  Maintenance of Ownership of Subsidiaries .............. 21
         (j)  Change in Nature of Business .......................... 21
   4.03.  Reporting Requirements .................................... 21
   4.04.  Termination of Certain Covenants .......................... 23

ARTICLE V............................................................ 23
REGISTRATION RIGHTS ................................................. 23
   5.01.  "Piggy Back" Registration ................................. 23
   5.02.  Registration on Form S-3 .................................. 23
   5.03.  Effectiveness ............................................. 24
   5.04.  Indemnification of Holder of Registrable Shares ........... 24
                                  (ii)
<PAGE>
                                                                    Page
                                                                    ----
   5.05.  Indemnification of Matec .................................. 25
   5.06.  Exchange Act Registration ................................. 26
   5.07.  Damages ................................................... 26
   5.08.  Further Obligations ....................................... 26
   5.09.  Holdback Agreement ........................................ 27
   5.10.  Participation in Registrations ............................ 28
   5.11.  Expenses .................................................. 28

ARTICLE VI........................................................... 28

EVENTS OF DEFAULT ................................................... 28
   6.01.  Events of Default ......................................... 28
   6.02.  Annulment of Defaults ..................................... 30

ARTICLE VII.......................................................... 30

DEFINITIONS AND ACCOUNTING TERMS .................................... 30
   7.01.  Certain Defined Terms ..................................... 30
   7.02.  Accounting Terms .......................................... 33

ARTICLE VIII......................................................... 34

MISCELLANEOUS........................................................ 34
   8.01.  No Waiver; Cumulative Remedies ............................ 34
   8.02.  Amendments, Waivers and Consents .......................... 34
   8.03.  Addresses for Notices, etc ................................ 34
   8.04.  Costs, Expenses and Taxes ................................. 35
   8.05.  Binding Effect; Assignment ................................ 35
   8.06.  Survival of Representations and Warranties ................ 36
   8.07.  Prior Agreements .......................................... 36
   8.08.  Severability .............................................. 36
   8.09.  Governing Law ............................................. 36
   8.10.  Headings .................................................. 36
   8.11.  Sealed Instrument ......................................... 36
   8.12.  Counterparts .............................................. 36
   8.13.  Further Assurances ........................................ 36

EXHIBITS 
--------
   
   1.01     Form of Secured Notes
   1.02     Form of Common Stock Purchase Warrants
   2.02(a)  Form of Security Agreement
   2.02(c)  Matters to be Covered by Opinion Letter
   3.01     Schedule of Subsidiaries
   3.04     Schedule of Litigation
   3.05     Schedule of Indebtedness
   3.07     Schedule of Mortgages, Pledges, etc.
   3.07(a)  Schedule of Patent Obligations
   3.09     Schedule of Taxes
   3.12     Schedule of Assumptions or Guaranties
   3.14     Schedule of Employment Practices
   3.15     Certificate re "Qualified Investments"

                                (iii)
<PAGE>
MATEC CORPORATION                   BERGEN CABLE TECHNOLOGIES, INC.
MATEC APPLIED SCIENCES, INC.        Gregg Street
MATEC INSTRUMENTS, INC.             Lodi, New Jersey 07644
VALPEY-FISHER CORPORATION
75 South Street
Hopkinton, Massachusetts 01748
                                                 As of April 12, 1995


Massachusetts Capital Resource Company
420 Boylston Street
Boston, Massachusetts  02116

Re:  Secured Notes due 2000 and Common Stock
     Purchase Warrants

Gentlemen:

     MATEC Corporation, a Delaware corporation ("Matec"), and each of 
its Subsidiaries, Bergen Cable Technologies, Inc., a New Jersey 
corporation, Matec Applied Sciences, Inc., a Delaware corporation, Matec 
Instruments, Inc., a Delaware corporation and Valpey-Fisher Corporation, 
a Massachusetts corporation (Matec and such Subsidiaries being herein 
collectively referred to as the Companies and individually as a Company) 
hereby, jointly and severally, agree with Massachusetts Capital Resource 
Company (the "Purchaser") as follows:


                               ARTICLE I
 
             PURCHASE, SALE AND TERMS OF NOTES AND WARRANTS
 
     1.01.  THE NOTES.  The Companies have authorized the issuance and 
sale to the Purchaser of the Companies Secured Notes, due June 30, 2000, 
in the original principal amount of $2,000,000.  The Secured Notes shall 
bear interest, as provided for therein, at the rate of ten percent (10%) 
per annum; PROVIDED, HOWEVER, that if the Companies, or any of them, 
shall at any time, or from time to time, incur any Indebtedness for 
money borrowed, which Indebtedness or any portion thereof is secured by 
any assets of any of the Companies in which the holder of any Note shall 
have a security interest and which security is senior to, or on a pari 
passu basis with, that of such holder, then in such event, from and 
after the date such Indebtedness is incurred, the interest rate on such 
Note shall automatically be increased to eleven percent (11%) per annum 
if such Indebtedness is $2,000,000 or less and twelve percent (12%) per 
annum if such Indebtedness is more than $2,000,000; and FURTHER, 
PROVIDED, that the interest rate on the Notes shall be fourteen percent 
(14%) per annum (as far as the same may be legally enforceable) on all 
overdue principal (including any overdue required redemption), premium 
and interest.  The Secured Notes shall be substantially in the form set 
forth in EXHIBIT 1.01 hereto and are herein referred to individually as 
a "Note" and collectively as the "Notes", which terms shall also include 
any notes delivered in exchange or replacement therefor. 
<PAGE>
 
     1.02.  THE WARRANTS.  Matec has also authorized the issuance and 
sale to the Purchaser of Matec's Common Stock Purchase Warrants for the 
purchase (subject to adjustment as provided therein) of 85,000 shares of 
Matec's Common Stock.  The Common Stock Purchase Warrants shall be 
substantially in the form set forth in EXHIBIT 1.02 hereto and are 
herein referred to individually as a "Warrant" and collectively as the 
"Warrants", which terms shall also include any warrants delivered in 
exchange or replacement therefor.  

     1.03.  PURCHASE AND SALE OF NOTES AND WARRANTS.  

          (a)  THE CLOSING.  The Companies agree to issue and sell to 
the Purchaser, and, subject to and in reliance upon the representations, 
warranties, terms and conditions of this Agreement, the Purchaser agrees 
to purchase, the Notes and the Warrants for an aggregate purchase price 
of $2,000,000.  Such purchase and sale shall take place at a closing 
(the "Closing") to be held at the office of Messrs. Testa, Hurwitz & 
Thibeault, Exchange Place, 53 State Street, Boston, Massachusetts, on 
April 12, 1995 at 2:00 P.M., or on such other date and at such time as 
may be mutually agreed upon.  At the Closing the Companies will 
initially issue one Note, payable to the order of the Purchaser, in the 
principal amount of $2,000,000 and Matec will issue one Warrant, 
registered in the name of the Purchaser, to purchase (subject to 
adjustment as provided therein) 85,000 shares of Matec's Common Stock, 
against delivery to Matec, on behalf of itself and the other Companies, 
of a check or a receipt of a wire transfer, in the amount of $2,000,000, 
in payment of the full purchase price for the Notes and Warrants.  
  
          (b)  ALLOCATION OF PURCHASE PRICE.  The Companies and the 
Purchaser, having adverse interests and as a result of arm's length 
bargaining, agree that (i) neither the Purchaser nor any of its partners 
has rendered or has agreed to render any services to the Companies in 
connection with this Agreement or the issuance of the Notes and 
Warrants; (ii) the Warrants are not being issued as compensation; and 
(iii) for the purpose, and within the meaning, of Section 1273(c)(2) of 
the Internal Revenue Code of 1986, as amended, the issue price of the 
Notes is $1,977,000.  The Companies and the Purchaser acknowledge that 
this allocation is based on the relative fair market values of the Notes 
and Warrants.  The Companies and the Purchaser recognize that this 
Agreement determines the original issue discount to be taken into 
account by the Companies and the Purchaser for federal income tax 
purposes on the Notes and they agree to adhere to this Agreement for 
such purposes.
  
          (c)  USE OF PROCEEDS.  The Companies agree to use the full 
proceeds from the sale of the Notes and Warrants solely for working 
capital, the purchase of machinery and equipment and for general 
corporate purposes and agrees that full proceeds from the sale of the 
Notes and Warrants will be utilized for purposes which increase or 
maintain equal opportunity employment in the Commonwealth of 
Massachusetts.  
<PAGE>
     1.04.  PAYMENTS AND ENDORSEMENTS.  Payments of principal, interest 
and premium, if any, on the Notes, shall be made directly by check duly 
mailed or delivered to the Purchaser at its address referred to in 
Section 8.03 hereof, without any presentment or notation of payment, 
except that prior to any transfer of any Note, the holder of record 
shall endorse on such Note a record of the date to which interest has 
been paid and all payments made on account of principal of such Note.  

     1.05.  REDEMPTIONS.  

          (a)  REQUIRED REDEMPTION.  On June 30, 2000 or accelerated 
maturity of the Notes, the Companies, jointly and severally, will pay 
the principal amount of the Notes then outstanding together with all 
accrued and unpaid interest then due thereon.  No optional redemption of 
less than all of the Notes shall affect the obligation of the Companies 
to make the redemption required by this subsection.  

          (b)  OPTIONAL REDEMPTIONS WITH PREMIUM.  The Companies may at 
any time on or after July 1, 1995, (no optional redemption being 
permitted prior to said date) redeem the Notes in whole or in part (in 
integral multiples of $10,000) together with interest due on the amount 
so redeemed through the date of redemption, and a premium equal to the 
percentage of the principal amount of the Notes redeemed under this 
subsection applicable to the twelve month period in which such 
redemption is made, as follows:  

         12-month period
              ending                            Premium
         ---------------                        -------

         June 30, 1996                            10.0%
         June 30, 1997                             7.5%
         June 30, 1998                             5.0%
         June 30, 1999                             2.5%
         June 30, 2000                             0.0%

          (c)  NOTICE OF REDEMPTIONS; PRO RATA REDEMPTIONS.  Notice of 
any optional redemptions pursuant to subsection 1.05(b) shall be given 
to all registered holders of the Notes at least ten (10) business days 
prior to the date of such redemption.  Each redemption of Notes pursuant 
to subsections 1.05(a) or (b) shall be made so that the Notes then held 
by each holder shall be redeemed in a principal amount which shall bear 
the same ratio to the total principal amount of Notes being redeemed as 
the principal amount of Notes then held by such holder bears to the 
aggregate principal amount of the Notes then outstanding.  

     1.06.  PAYMENT ON NON-BUSINESS DAYS.  Whenever any payment to be 
made shall be due on a Saturday, Sunday or a public holiday under the 
laws of the Commonwealth of Massachusetts, such payment may be made on 
the next succeeding business day, and such extension of time shall in 
such case be included in the computation of payment of interest due.  

     1.07.  REGISTRATION, ETC.  Matec, on behalf of itself and the other 
Companies, shall maintain at its principal office a register of the
<PAGE>
Notes and shall record therein the names and addresses of the registered 
holders of the Notes, the address to which notices are to be sent and 
the address to which payments are to be made as designated by the 
registered holder if other than the address of the holder, and the 
particulars of all transfers, exchanges and replacements of Notes.  No 
transfer of a Note shall be valid unless made on such register for the 
registered holder or his executors or administrators or his or their 
duly appointed attorney, upon surrender therefor for exchange as 
hereinafter provided, accompanied by an instrument in writing, in form 
and execution reasonably satisfactory to Matec.  Each Note issued 
hereunder, whether originally or upon transfer, exchange or replacement 
of a Note or Notes, shall be registered on the date of execution thereof 
by the Companies and shall be dated the date to which interest has been 
paid on such Notes or Note.  The registered holder of a Note shall be 
that Person in whose name the Note has been so registered by Matec.  A 
registered holder shall be deemed the owner of a Note for all purposes 
of this Agreement and, subject to the provisions hereof, shall be 
entitled to the principal, premium, if any, and interest evidenced by 
such Note free from all equities or rights of setoff or counterclaim 
between the Companies, or any of them, and the transferor of such 
registered holder or any previous registered holder of such Note.  

     1.08.  TRANSFER AND EXCHANGE OF NOTES.  The registered holder of 
any Note or Notes may, prior to maturity or prepayment thereof, 
surrender such Note or Notes at the principal office of Matec for 
transfer or exchange.  Within a reasonable time after notice to Matec 
from a registered holder of its intention to make such exchange and 
without expense (other than transfer taxes, if any) to such registered 
holder (and provided, in the case of a transfer, that the proposed 
transferee shall have provided to Matec a written representation 
substantially to the effect set forth in Section 1.10), the Companies 
shall issue in exchange therefor another Note or Note, in such 
denominations as requested by the registered holder, for the same 
aggregate principal amount as the unpaid principal amount of the Note or 
Notes so surrendered, and having the same maturity and rate of interest, 
containing the same provisions and subject to the same terms and 
conditions as the Note or Notes so surrendered.  Each new Note shall be 
made payable to such Person or Persons, or registered assigns, as the 
registered holder of such surrendered Note or Notes may designate, and 
such transfer or exchange shall be made in such a manner that no gain or 
loss of principal or interest shall result therefrom.  
 
     1.09.  REPLACEMENT OF NOTES.  Upon receipt of evidence satisfactory 
to Matec of the loss, theft, destruction or mutilation of any Note and, 
if requested in the case of any such loss, theft or destruction, upon 
delivery of an indemnity bond or other agreement or security reasonably 
satisfactory to Matec, or, in the case of any such mutilation, upon 
surrender and cancellation of such Note, the Companies will issue a new 
Note, of like tenor and amount and dated the date to which interest has 
been paid, in lieu of such lost, stolen, destroyed or mutilated Note; 
PROVIDED, HOWEVER, if any Note of which Massachusetts Capital Resource 
Company, its nominee, or any of its partners is the registered holder is 
lost, stolen or destroyed, the affidavit of the President, Treasurer or 
any Assistant Treasurer of the registered holder setting forth the 
circumstances with respect to such loss, theft or destruction shall be 
accepted as satisfactory evidence thereof, and no indemnification bond
<PAGE>
or other security shall be required as a condition to the execution and 
delivery by the Companies of a new Note in replacement of such lost, 
stolen or destroyed Note other than the registered holder's written 
agreement to indemnify the Companies.  

     1.10.  REPRESENTATIONS BY THE PURCHASER.  The Purchaser represents 
that it is its present intention to acquire the Notes and Warrants for 
its own account and that the Notes and Warrants are being and will be 
acquired for the purpose of investment and not with a view to 
distribution or resale thereof; subject, nevertheless, to the condition 
that the disposition of the property of the Purchaser shall at all times 
be within its control.  The acquisition by the Purchaser of the Notes 
and Warrants shall constitute a confirmation of this representation.  

     1.11.  DISCLOSURE OF INFORMATION BY THE PURCHASER.  Each of the 
Companies understands that the Purchaser is a special purpose limited 
partnership organized under Chapter 109 of the General Laws of the 
Commonwealth of Massachusetts and Chapter 816 of the Acts and Resolves 
of 1977 of the Commonwealth of Massachusetts (the "Capital Resource 
Company Act"), and as such, in accordance with such provisions, the 
Purchaser, in order to obtain certain benefits for itself and its 
partners, is required to file certain reports and otherwise disclose 
information relating to the business, financial affairs, and future 
prospects of the Companies and their affiliates (as defined in the 
aforesaid legislation) with the Clerk of the Senate and the Clerk of the 
House of Representatives of the General Court of the Commonwealth of 
Massachusetts, the Secretary of Manpower Affairs, the Commissioner of 
Insurance and the Department of Revenue of the Commonwealth of 
Massachusetts, and that such reports and other information may 
constitute "public records" within the purview of Section 7 of Chapter 4 
of the General Laws of the Commonwealth of Massachusetts.  In addition, 
information relating to the business, financial affairs and future 
prospects of each of the Companies and its affiliates must be disclosed 
to others in order to obtain independent confirmation that financing on 
substantially similar terms to financing provided pursuant to this 
Agreement was not elsewhere available to the Companies.  The Companies 
hereby authorize the Purchaser to disclose all such information relating 
to the business, financial affairs and future prospects of the Companies 
and their affiliates as has been or may in the future be presented to 
the Purchaser to all such persons as the Purchaser in good faith deems 
necessary or appropriate in order to fulfill its obligations under the 
Capital Resource Company Act.  

                             ARTICLE II    
 
                CONDITIONS TO PURCHASER'S OBLIGATION

     The obligation of the Purchaser to purchase and pay for the Notes 
and Warrants at the Closing is subject to the following conditions:  
<PAGE>
     2.01.  REPRESENTATIONS AND WARRANTIES.   Each of the 
representations and warranties of the Companies set forth in Article III 
hereof shall be true on the date of the Closing.  

     2.02.  DOCUMENTATION AT CLOSING.  The Purchaser shall have received 
prior to or at the Closing all of the following, each in form and 
substance satisfactory to the Purchaser and its special counsel:  
  
          (a)  A Security Agreement, in the form attached as EXHIBIT 
2.02(a), (collectively, the Security Agreements), and all related 
financing statements and other similar instruments and documents, shall 
have been executed and delivered to the Purchaser by a duly authorized 
officer of each Company.  
 
          (b)  A certified copy of all charter documents of each 
Company; a certified copy of the resolutions of the Board of Directors 
and, to the extent required, the stockholders of each Company evidencing 
approval of this Agreement, the Notes, the Warrants, the Security 
Agreements, and other matters contemplated hereby; a certified copy of 
the By-laws of each Company; and certified copies of all documents 
evidencing other necessary corporate or other action and governmental 
approvals, if any, with respect to this Agreement, the Notes, the 
Warrants and the Security Agreements.  
  
          (c)  A favorable opinion of Messrs. Jacobs, Persinger & 
Parker, counsel for the Companies, as to matters set forth in EXHIBIT 
2.02(c), and as to such other matters as the Purchaser, or its special 
counsel, may reasonably request.  
  
          (d)  A certificate of the Secretary or an Assistant Secretary 
of each Company which shall certify the names of the officers of such 
Company, authorized to sign this Agreement, the Notes, the Warrants, the 
Security Agreements and the other documents or certificates to be 
delivered pursuant to this Agreement or the Security Agreements by such 
Company, or any of its officers, together with the true signatures of 
such officers.  The Purchaser may conclusively rely on such certificates 
until it shall receive a further certificate of the Secretary or an 
Assistant Secretary of such Company canceling or amending the prior 
certificate and submitting the signatures of the officers named in such 
further certificate.  
  
          (e)  A certificate from a duly authorized officer of each 
Company stating that the representations and warranties of all of the 
Companies contained in Article III hereof and otherwise made by the 
Companies in writing in connection with the transactions contemplated 
hereby are true and correct and that no condition or event has occurred 
or is continuing or will result from execution and delivery of this 
Agreement, the Notes, the Warrants or the Security Agreements which 
constitute an Event of Default or would constitute an Event of Default 
but for the requirement that notice be given or time elapse or both.  
  
<PAGE>
          (f)  A certificate, in the form attached as EXHIBIT 3.15 
hereto, shall have been executed and delivered by a duly authorized 
officer of each Company.  
  
          (g)  Payment for the costs, expenses, taxes and filing fees 
identified in Section 8.04 as to which the Purchaser gives Matec notice 
prior to the Closing. 
  
          (h)  Matec's Form 10-K for the fiscal year ended December 31, 
1994, as filed with the Commission pursuant to the Exchange Act. 
 
                             ARTICLE III    
 
                   REPRESENTATIONS AND WARRANTIES
 
     Each Company represents and warrants as to itself and Matec 
represents and warrants as to itself and as to each of the other 
Companies as follows:
 
     3.01.  ORGANIZATION AND STANDING.  Each Company is a duly organized 
and validly existing corporation in good standing under the laws of the 
jurisdiction in which it was organized and has all requisite corporate 
power and authority for the ownership and operation of its properties 
and for the carrying on of its business as now conducted and as now 
proposed to be conducted.  Each Company is duly licensed or qualified 
and in good standing as a foreign corporation authorized to do business 
in all jurisdictions wherein the character of the property owned or 
leased, or the nature of the activities conducted, by it makes such 
licensing or qualification necessary, and where a failure to so qualify 
would have a material adverse effect on the business or assets of such 
Company.  All of the outstanding capital stock of each of the Companies 
has been duly authorized and validly issued, is fully paid and 
nonassessable, and is, except for Matec, owned beneficially and of 
record by Matec, free and clear of any lien, right, encumbrance or 
restriction of any nature, including, without limitation, any lien, 
right, encumbrance or restriction on transfer, other than those imposed 
by relevant state and federal securities laws.  None of the Companies 
have any Subsidiaries except that: (i) each of the Companies, other than 
Matec, are Subsidiaries of Matec and (ii) except as is set forth on 
EXHIBIT 3.01.  
 
     3.02.  CORPORATE ACTION.  Each Company has all necessary corporate 
power and has taken all corporate action required to make all the 
provisions of this Agreement, the Notes, the Warrants, the Security 
Agreements and any other agreements and instruments executed in 
connection herewith and therewith the valid and enforceable obligations 
they purport to be.  Sufficient shares of authorized but unissued Common 
Stock of Matec have been reserved by appropriate corporate action in 
connection with the prospective exercise of the Warrants.  Neither the 
issuance of the Notes or Warrants, nor the issuance of shares of Common 
Stock upon the exercise of the Warrants, is subject to preemptive or 
other similar statutory or contractual rights and will not conflict with 
any provisions of any agreement or instrument to which any Company is a 
party or by which it is bound.   
<PAGE>
 
     3.03.  GOVERNMENTAL APPROVALS.  No authorization, consent, 
approval, license, exemption of or filing or registration with any court 
or governmental department, commission, board, bureau, agency or 
instrumentality, domestic or foreign, is or will be necessary for, or in 
connection with, the offer, issuance, sale, execution or delivery by any 
Company of, or for the performance by it of its obligations under, this 
Agreement, the Notes, the Warrants or the Security Agreements, except as 
may result from the circumstances of any proposed transfer of the Notes 
or Warrants or exercise of the Warrants in order to insure compliance 
with applicable federal and state securities laws.  

     3.04.  LITIGATION.  Except as is set forth in EXHIBIT 3.04, there 
is no litigation or governmental proceeding or investigation pending or, 
to the best of the knowledge of any Company, threatened against any 
Company affecting any of its properties or assets, or, to the best of 
the knowledge of any Company, against any officer, key employee or 
principal stockholder of any Company where such litigation, proceeding 
or investigation, either individually or in the aggregate, would have a 
material adverse effect on any Company or which might call into question 
the validity of this Agreement, the Notes, the Warrants, the Security 
Agreements or any action taken or to be taken pursuant hereto or 
thereto, nor, to the best of the knowledge of any Company, has there 
occurred any event or does there exist any condition on the basis of 
which any litigation, proceeding or investigation might properly be 
instituted.  None of the Companies, nor, to the best of the knowledge of 
any Company, any officer or key employee or principal stockholder of any 
Company is in default with respect to any order, writ, injunction, 
decree, ruling or decision of any court, commission, board or other 
government agency affecting any Company.  
 
     3.05.  COMPLIANCE WITH OTHER INSTRUMENTS.  Each Company is in 
compliance in all respects with the terms and provisions of this 
Agreement and of its charter and by-laws and in all material respects 
with the terms and provisions of the mortgages, indentures, leases, 
agreements and other instruments and of all judgments, decrees, 
governmental orders, statutes, rules and regulations by which it is 
bound or to which its properties or assets are subject.  It is the 
reasonable opinion of each Company that there is no term or provision in 
any of the foregoing documents and instruments which materially 
adversely affects the business, assets or financial condition of any 
Company.  Neither the execution and delivery of this Agreement, the 
Notes, the Warrants or the Security Agreements, nor the consummation of 
any transactions contemplated hereby or thereby has constituted or 
resulted in or will constitute or result in a default or violation of 
any term or provision in any of the foregoing documents or instruments.  
A schedule of Indebtedness for money borrowed of the Companies 
(including lease obligations required to be capitalized in accordance 
with applicable Statements of Financial Accounting Standards) is 
attached as EXHIBIT 3.05.

     3.06.  FEDERAL RESERVE REGULATIONS.  No Company is engaged in the 
business of extending credit for the purpose of purchasing or carrying 
margin stock (within the meaning of Regulation G of the Board of 
Governors of the Federal Reserve System), and no part of the
<PAGE>
proceeds of the Notes or Warrants will be used to purchase or carry any 
margin security or to extend credit to others for the purpose of 
purchasing or carrying any margin security or in any other manner which 
would involve a violation of any of the regulations of the Board of 
Governors of the Federal Reserve System.  

     3.07.  TITLE TO ASSETS, PATENTS.  Except as is set forth in EXHIBIT 
3.07, each Company has good and clear record and marketable title in fee 
to such of its fixed assets as are real property, and good and 
merchantable title to all of its other assets, now carried on its books 
including those reflected in the most recent consolidated balance sheet 
of the Companies which forms a part of EXHIBIT 3.08 attached hereto, or 
acquired since the date of such balance sheet (except personal property 
disposed of since said date in the ordinary course of business and 
except for defects in title to real property which do not materially 
detract from its value or impair its use) free of any mortgages, 
pledges, charges, liens, security interests or other encumbrances.  Each 
Company enjoys peaceful and undisturbed possession under all leases 
under which it is operating, and all said leases are valid and 
subsisting and in full force and effect.  Except as is set forth in 
EXHIBIT 3.04, each Company owns or has a valid right to use the patents, 
patent rights, licenses, permits, trade secrets, trademarks, trademark 
rights, trade names or trade name rights or franchises, copyrights, 
inventions and intellectual property rights being used to conduct its 
business as now operated and as now proposed to be operated; and the 
conduct of its business as now operated and as now proposed to be 
operated does not and will not conflict with valid patents, patent 
rights, licenses, permits, trade secrets, trademarks, trademark rights, 
trade names or trade name rights or franchises, copyrights, inventions 
and intellectual property rights of others.  Except as is set forth in 
EXHIBIT 3.07(a), no Company has any obligation to compensate any Person 
for the use of any such patents or such rights nor has any Company 
granted to any Person any license or other rights to use in any manner 
any of such patents or such rights of any Company.  
 
     3.08.  FINANCIAL INFORMATION.  The consolidated financial 
statements of Matec which are included in Matec's Form 10-K present 
fairly the consolidated financial position of Matec as at the dates 
thereof and the results of operations for the periods covered thereby 
and have been prepared in accordance with generally accepted accounting 
principles consistently applied.  Such financial statements are for the 
two years ended December 31, 1993 and December 31, 1994, certified by 
Deloitte & Touche.  As of the date of such financial statements, no 
Company has any liability contingent or otherwise not disclosed in the 
aforesaid financial statements or in the notes thereto that could, 
together with all such other liabilities, materially affect the 
financial condition of any Company, nor does any Company have any 
reasonable grounds to know of any such liability.  Since the date of 
said certified financial statements, (i) there has been no adverse 
change in the business, assets or condition, financial or otherwise, 
operations or prospects, of any Company; (ii) neither the business, 
condition, operations nor prospects of any Company nor any of their 
properties or assets has been adversely affected as a result of any 
legislative or regulatory change, any revocation or change in any 
franchise, license or right to do business, or any other event or
<PAGE>
occurrence, whether or not insured against; and (iii), except for 
intercompany transactions between the Companies, no Company has entered 
into any material transaction or made any distribution on its capital 
stock.   
 
     3.09.  TAXES.  Since January 1, 1990, each Company has accurately 
prepared and timely filed (except where the failure to file on a timely 
basis did not have a material adverse effect on such Company) all 
federal, state and other tax returns required by law to be filed by it, 
and all taxes shown to be due and all additional assessments have been 
paid or provision made therefor.  No Company knows of no additional 
assessments or adjustments pending or threatened against any Company for 
any period, nor of any basis for any such assessment or adjustment, 
except as set forth on EXHIBIT 3.09.  

     3.10.  ERISA.  No employee benefit plan established or maintained, 
or to which contributions have been made, by any Company, which is 
subject to part 3 of Subtitle B of Title I of The Employee Retirement 
Income Security Act of 1974, as amended ("ERISA") had an accumulated 
funding deficiency (as such term is defined in Section 302 of ERISA) as 
of the last day of the most recent fiscal year of such plan ended prior 
to the date hereof, and no material liability to the Pension Benefit 
Guaranty Corporation has been incurred with respect to any such plan by 
any Company.  

     3.11.  TRANSACTIONS WITH AFFILIATES.  Except as is set forth in the 
Proxy Statement, there are no loans, leases, royalty agreements or other 
continuing transactions between Matec and any Person owning five percent 
(5%) or more of any class of capital stock of Matec or other entity 
controlled by such stockholder or a member of such stockholder's family.
 
     3.12.  ASSUMPTIONS OR GUARANTIES OF INDEBTEDNESS OF OTHER PERSONS.  
Except as is set forth in EXHIBIT 3.12 and as permitted pursuant to 
subsection 4.02(d), no Company has assumed, guaranteed, endorsed or 
otherwise become directly or contingently liable on (including, without 
limitation, liability by way of agreement, contingent or otherwise, to 
purchase, to provide funds for payment, to supply funds to or otherwise 
invest in the debtor or otherwise to assure the creditor against loss) 
any Indebtedness of any other Person.
 
     3.13.  INVESTMENTS IN OTHER PERSONS.  Except as described in the 
Form 10-K and except for intercompany transactions permitted by this 
Agreement, no Company has made any loan or advance to any Person which 
is outstanding on the date of this Agreement, nor is any Company 
obligated or committed to make any such loan or advance, nor does any 
Company own any capital stock or assets comprising the business of, 
obligations of, or any interest in, any Person.  
 
     3.14.  EQUAL EMPLOYMENT OPPORTUNITY.  Each Company has reviewed its 
employment practices and policies and, to the best of its knowledge, it 
is in full compliance with (a) all applicable laws of the United States, 
of the Commonwealth of Massachusetts and of each other applicable 
jurisdiction, relating to equal employment opportunity (including,
<PAGE>
without limitation, Title VII of the Civil Rights Act of 1964, as 
amended (42 U.S.C. Section 2000e-17), the Age Discrimination in 
Employment Act of 1967, as amended (29 U.S.C. Sub Section 621-634), the 
Equal Pay Act of 1963 (29 U.S.C. Section 206(d)), and any rules, 
regulations and administrative orders and Executive Orders relating 
thereto; Mass. Gen. Laws. c. 151B, Mass. Gen. Laws c. 149 Section 24A et 
seq. and Section 105A et seq., and any rules or regulations relating 
thereto; and (b) the applicable terms, relating to equal employment 
opportunity, of any contract, agreement or grant such Company has with, 
from, or relating (by way of subcontract or otherwise) to any other 
contract, agreement or grant of, any federal or state governmental unit 
("Government Contract"), including, without limitation, any terms 
required pursuant to Federal Executive Order No. 11246 and Massachusetts 
Executive Order No. 74 (both as amended).  To the best of each Company's 
knowledge, it has kept all records required to be kept, and has filed 
all reports, affirmative action plans and forms (including, without 
limitation and where applicable, Form EEO-1) required to be filed 
pursuant to any such applicable law or the terms of any such Government 
Contract.  No Company has been subject to any adverse final 
determination or order, with respect to any charge of employment 
discrimination made against it, by the United States Equal Employment 
Opportunity Commission, the Massachusetts Commission Against 
Discrimination or any other governmental unit (including, without 
limitation, any such governmental unit with which it has a Government 
Contract), and no Company is presently, to the best of such Company's 
knowledge, subject to any formal proceedings before, or investigations 
by, such commissions or governmental units, except as is set forth in 
EXHIBIT 3.14.  
 
     3.15.  STATUS OF NOTES AND WARRANTS AS QUALIFIED INVESTMENTS.  Each 
Company has duly authorized the execution and delivery to the Purchaser 
of the certificate attached as EXHIBIT 3.15 hereto, setting forth such 
statements, information and related data as are necessary to permit the 
Purchaser to determine and demonstrate that the Notes and Warrants 
issued pursuant to this Agreement will constitute "qualified 
investments" within the meaning of that term as set forth in the Capital 
Resource Company Act and that the full proceeds of the Notes and 
Warrants will be used for purposes which will materially increase or 
maintain equal opportunity employment in the Commonwealth of 
Massachusetts.  All such statements, information and related data 
presented in such certificate as are not based on estimates and 
projections of future events are true and correct as of the date of such 
certificate and all such statements, information and related data based 
upon estimates or projections of future events have been carefully 
considered and prepared on behalf of each Company.  
 
     3.16.  SECURITIES ACT.  None of the Companies nor anyone acting on 
their behalf has offered any of the Notes, Warrants or similar 
securities, or solicited any offers to purchase or made any attempt by 
preliminary conversation or negotiations to dispose of the Notes, 
Warrants or similar securities, to any Person other than the Purchaser 
or the institutions described in EXHIBIT 3.15.  None of the Companies 
nor anyone acting on their behalf has offered or will offer to sell the 
Notes, Warrants or similar securities to, or solicit offers with respect 
thereto from, or enter into any preliminary conversations or
<PAGE>
negotiations relating thereto with, any Person, so as to bring the 
issuance and sale of the Notes and Warrants under the registration 
provisions of the Securities Act.

     3.17.  DISCLOSURE.  Neither this Agreement, the Form 10-K, the 
Proxy Statement, the Certificate set forth as EXHIBIT 3.15 hereof, nor 
any other agreement, document, certificate or written statement 
furnished to the Purchaser or its special counsel by or on behalf of any 
Company in connection with the transactions contemplated hereby contains 
any untrue statement of a material fact or omits to state a material 
fact necessary in order to make the statements contained herein or 
therein not misleading.  There is no fact within the special knowledge 
of any Company or any executive officers of any Company which has not 
been disclosed herein or in writing by them to the Purchaser and which 
materially adversely affects, or in the future in their opinion may, 
insofar as they can now foresee, materially adversely affect the 
business, properties, assets or condition, financial or otherwise, of 
any Company.  Without limiting the foregoing, no Company has any 
knowledge or belief that there exists, or there is pending or planned, 
any patent, invention, device or application or any statute, rule, law, 
regulation, standard or code which would materially adversely affect the 
condition, financial or otherwise, or the operations of any Company.  
 
     3.18.  NO BROKERS OR FINDERS.  No Person has or will have, as a 
result of the transactions contemplated by this Agreement, any right, 
interest or valid claim against or upon any Company for any commission, 
fee or other compensation as a finder or broker because of any act or 
omission by any Company or any agent of any Company.  
 
     3.19.  OTHER AGREEMENTS OF OFFICERS.  To the best of the knowledge 
of each Company, no officer or key employee of such Company is a party 
to or bound by any agreement, contract or commitment, or subject to any 
restrictions, particularly but without limitation in connection with any 
previous employment of any such person, which materially and adversely 
affects, or in the future may (as far as such Company can reasonably 
foresee) materially and adversely affect, the business or operations of 
such Company or the right of any such person to participate in the 
affairs of such Company.  To the best of the knowledge of each Company, 
no officer or key employee has any present intention of terminating his 
employment with such Company and such Company has no present intention 
of terminating any such employment agreement.

     3.20.  CAPITALIZATION; STATUS OF CAPITAL STOCK.  Matec has a total 
authorized capitalization consisting of: (i) 10,000,000 shares of Common 
Stock, of which 2,764,550 (excluding 1,029,145 Treasury Shares) shares 
are issued and outstanding, and (ii) 1,000,000 shares of Preferred 
Stock, $1.00 par value per share, no shares of which are issued or 
outstanding.  All the outstanding shares of capital stock of Matec have 
been duly authorized, are validly issued and are fully paid and 
nonassessable.  The shares of Common Stock issuable upon exercise of the 
Warrants, when so issued, will be duly authorized, validly issued and 
fully paid and nonassessable.  Except as is set forth in the Form 10-K 
(including the stock options described in note 9 of the notes to the 
consolidated financial statements of Matec included in the Form 10-K)
<PAGE>
and except for the Warrants, there are no options, warrants or rights to 
purchase shares of capital stock or other securities of Matec 
authorized, issued or outstanding, nor is Matec obligated in any other 
manner to issue shares of its capital stock or other securities.  There 
are no restrictions on the transfer of shares of capital stock of Matec 
other than those imposed by relevant state and federal securities laws.  
No holder of any security of Matec is entitled to preemptive or similar 
statutory or contractual rights, either arising pursuant to any 
agreement or instrument to which Matec is a party, or which are 
otherwise binding upon Matec.  Neither the issuance of the Notes or the 
Warrants nor the shares of Common Stock issued upon exercise of the 
Warrants will result in an adjustment under the antidilution or exercise 
rights of any holders of any outstanding shares of capital stock, 
options, warrants or other rights to acquire any securities of Matec.  
The offer and sale of all shares of capital stock and other securities 
of Matec issued before the Closing complied with or were exempt from all 
federal and state securities laws.  

     3.21.  LABOR RELATIONS.  To the best of the knowledge of each 
Company, since January 1, 1990 no labor union or any representative 
thereof has made any attempt to organize or represent employees of such 
Company.  There are no unfair labor practice charges, pending trials 
with respect to unfair labor practice charges, pending material 
grievance proceedings or adverse decisions of a Trial Examiner of the 
National Labor Relations Board against any Company.  Furthermore, to the 
best of the knowledge of each Company, relations with employees of such 
Company are good and there is no reason to believe that any labor 
difficulties will arise in the foreseeable future.  

     3.22.  INSURANCE.  Each Company carries insurance covering its 
properties and business adequate and customary for the type and scope of 
the properties and business, but in any event in amounts sufficient to 
prevent it from becoming a co-insurer.

     3.23.  BOOKS AND RECORDS.  The books of account, ledgers, order 
books, records and documents of each Company accurately and completely 
reflect all material information relating to the business of each 
Company, the nature, acquisition, maintenance, location and collection 
of the assets of each Company, and the nature of all transactions giving 
rise to the obligations or accounts receivable of each Company.  

     3.24.  FOREIGN CORRUPT PRACTICES ACT.  Each Company has reviewed 
its practices and policies and to the best of its knowledge and belief 
it is not engaged, nor has any officer, director, employee or agent of 
such Company engaged, in any act or practice which would constitute a 
violation of the Foreign Corrupt Practices Act of 1977, or any rules or 
regulations promulgated thereunder.
 
<PAGE>
                             ARTICLE IV

                     COVENANTS OF THE COMPANIES

4.01.  AFFIRMATIVE COVENANTS OTHER THAN REPORTING REQUIREMENTS.  Without 
limiting any other covenants and provisions hereof, as long as any of 
the Notes or Warrants are outstanding, each Company covenants and agrees 
that it will perform and observe the following covenants and provisions 
as are applicable to it, and Matec covenants and agrees that it will 
perform and observe the following covenants and provisions and will 
cause each other Company and each Subsidiary to perform and observe such 
of the following covenants and provisions as are applicable to such 
other Company and such Subsidiary: 

          (a)  PUNCTUAL PAYMENT.  Pay the principal of, premium, if any, 
and interest on each of the Notes at the times and place and in the 
manner provided in the Notes and herein. 

         (b)  PAYMENT OF TAXES AND TRADE DEBT.  Pay and discharge all 
taxes, assessments and governmental charges or levies imposed upon it or 
upon its income or profits or business, or upon any properties belonging 
to it, prior to the date on which penalties attach thereto, and all 
lawful claims which, if unpaid, might become a lien or charge upon any 
properties of any Company or any Subsidiary, provided that no Company 
nor any Subsidiary shall be required to pay any such tax, assessment, 
charge, levy or claim which is being contested in good faith and by 
appropriate proceedings if such Company or such Subsidiary concerned 
shall have set aside on its books adequate reserves with respect 
thereto.  Pay, when due, or in conformity with customary trade terms, 
all lease obligations, all trade debt, and all other Indebtedness 
incident to the operations of any Company or any Subsidiaries, except 
such as are being contested in good faith and by appropriate proceedings 
if such Company or such Subsidiary concerned shall have set aside on its 
books adequate reserves with respect thereto.  

          (c)  MAINTENANCE OF INSURANCE.  Maintain insurance with 
responsible and reputable insurance companies or associations in such 
amounts and covering such risks as is usually carried by companies 
engaged in similar businesses and owning similar properties in the same 
general areas in which such Company or such Subsidiary operates, but in 
any event in amounts sufficient to prevent such Company or such 
Subsidiary from becoming a co-insurer.

          (d)  PRESERVATION OF CORPORATE EXISTENCE.  Preserve and 
maintain its corporate existence, rights, franchises and privileges in 
the jurisdiction of its incorporation, and qualify and remain qualified 
as a foreign corporation in each jurisdiction in which such 
qualification is necessary or desirable in view of its business and 
operations or the ownership of its properties; PROVIDED, HOWEVER, that 
nothing herein contained shall prevent any merger, consolidation or 
transfer of assets permitted by subsection 4.02(e).  Preserve and 
maintain all licenses and other rights to use patents, processes, 
licenses, trademarks, trade names, inventions, intellectual property 
rights or copyrights owned or possessed by it and necessary to the 
conduct of its business; PROVIDED, HOWEVER, that nothing herein
<PAGE>
contained shall prevent the Board of Directors of any Company or 
Subsidiary from disposing of or abandoning any such license, right to 
use, patent, trademark or other proprietary right as the Board of 
Directors of such Company or Subsidiary shall, in good faith, deem to be 
in the best interest of such Company or Subsidiary.  

          (e)  COMPLIANCE WITH LAWS.  Comply with all applicable laws, 
rules, regulations and orders of any governmental authority, 
noncompliance with which could materially adversely affect its business 
or condition, financial or other.  

          (f)  VISITATION RIGHTS.  At any reasonable time and from time 
to time, permit the Purchaser or any agents or representatives thereof, 
to examine and make copies of and extracts from the records and books of 
account of, and visit and inspect the properties of, any Company and any 
Subsidiary, and to discuss the affairs, finances and accounts of any 
Company and any Subsidiary with any of their officers or directors and 
independent accountants.  

          (g)  KEEPING OF RECORDS AND BOOKS OF ACCOUNT.  Keep adequate 
records and books of account, in which complete entries will be made in 
accordance with generally accepted accounting principles consistently 
applied (except to the extent that any change in accounting principles 
has been concurred in by the certified public accountants of Matec), 
reflecting all financial transactions of each Company and each 
Subsidiary, and in which, for each fiscal year, all proper reserves for 
depreciation, depletion, obsolescence, amortization, taxes, bad debts 
and other purposes in connection with its business shall be made.  

          (h)  MAINTENANCE OF PROPERTIES, ETC.  Maintain and preserve 
all of its properties, necessary or useful in the proper conduct of its 
business, in good repair, working order and condition, ordinary wear and 
tear excepted; PROVIDED, HOWEVER, that nothing herein contained shall 
require Matec, any Company or any Subsidiary to maintain and preserve or 
keep in good repair, working order or condition, any property which is 
obsolete or surplus or unfit for use or which may not be used 
advantageously in the conduct of the business of Matec, such Company or 
such Subsidiary.  

          (i)  COMPLIANCE WITH ERISA.  Comply with all minimum funding 
requirements applicable to any pension or other employee benefit or 
employee contribution plans which are subject to ERISA or to the 
Internal Revenue Code of 1986, as amended (the "Code"), and comply in 
all other material respects with the provisions of ERISA and the Code, 
and the rules and regulations thereunder, which are applicable to any 
such plan; provided, however, that nothing herein shall in any be deemed 
to prohibit or limit Matec's rights as contained in the applicable plans 
to amend the provisions of such plans or to terminate such plans or 
trusts, subject to the terms of the plans or trusts, ERISA and the 
Code.  No Company or Subsidiary will permit any event or condition to 
exist which could permit any such plan to be terminated under 
circumstances which would cause the lien provided for in Section 4068 of 
ERISA to attach to the assets of any Company or any Subsidiary.  
<PAGE>
          (j)  MAINTENANCE OF DEBT TO EQUITY RATIO.  Matec shall 
maintain a ratio of Consolidated Indebtedness to Consolidated Net Worth 
of not more than 1 to 1, such ratio to be measured at the end of each 
fiscal quarter of Matec. 

          (k)  MAINTENANCE OF INTEREST COVERAGE.  Matec shall maintain a 
ratio of Consolidated Net Earnings Available for Interest Charges to 
Interest Charges of not less than 1 to 1 through December 31, 1995, and 
not less than 2 to 1 thereafter, such ratio to be measured at the end of 
each fiscal quarter of Matec, commencing on and with the fiscal quarter 
ending June 30, 1995, as an average of the four (4) most recent fiscal 
quarters of Matec. 

          (l)  FOREIGN CORRUPT PRACTICES ACT.  Comply and cause each of 
its officers, directors, employees and agents to comply, at all times 
with the prohibitions on certain acts and practices set forth in the 
Foreign Corrupt Practices Act of 1977, and any rules or regulations 
promulgated thereunder.  

          (m)  EQUAL EMPLOYMENT OPPORTUNITY.  Comply with all applicable 
laws of the United States, the Commonwealth of Massachusetts, and of 
each other applicable jurisdiction relating to equal employment 
opportunity, any rules, regulations, administrative orders and Executive 
Orders relating thereto and the applicable terms, relating to equal 
employment opportunity, of any Government Contract; and keep, and cause 
each Subsidiary to file, all reports, affirmative action plans and forms 
required to be filed, pursuant to any such applicable law or the terms 
of any such Government Contract; PROVIDED, HOWEVER, no Company or 
Subsidiary shall be considered to have failed to comply with the 
foregoing during any period that any matter relating to such Company's 
or such Subsidiary's employment practices is being contested by such 
Company or such Subsidiary in appropriate proceedings, or thereafter, if 
such Company or such Subsidiary complies with any final determination 
issued in such proceedings.  

          (n)  STATUS OF NOTES AND WARRANTS AS QUALIFIED INVESTMENTS
In the event that any of the statements, information and related data 
provided by or on behalf of any Company or any Subsidiary and relied 
upon by the Purchaser in determining that the Notes and Warrants 
constitute "qualified investments" within the meaning of that term in 
the Capital Resource Company Act shall be put in issue in any formal or 
informal proceedings initiated or conducted by or on behalf of the 
Commonwealth of Massachusetts, each Company shall, upon reasonable 
notice and at its expense, provide, and, cause each Subsidiary to 
provide, such additional information, witnesses and related data as may 
be reasonably necessary or appropriate to support the representations 
and warranties set forth in Article III.  

          (o)  ATTENDANCE AT BOARD MEETINGS.  Each Company shall permit 
the Purchaser or its designee to have one observer attend each meeting 
of its Board of Directors and each meeting of any committee thereof.  
Each Company shall send to the Purchaser and such designee the notice of 
the time and place of such meeting in the same manner and at the same 
time as it shall send such notice to its directors or committee members, 
as the case may be.  Each Company shall also provide to the Purchaser
<PAGE>
copies of all notices, reports, minutes and consents at the time and in 
the manner as they are provided to the Board of Directors or 
committee.    

          (p)  COMPENSATION.  Each Company shall pay to its management 
or management of any Subsidiary compensation at a rate of compensation 
which is not in excess of that commonly paid to management in companies 
of similar size, of similar maturity and in similar businesses and all 
management compensation and all policies relating thereto shall be 
approved in advance by a majority of the members of that Company's Board 
of Directors or by a majority of the members of Matec's Compensation 
Committee.  

          (q)  COMPLIANCE WITH SECURITY AGREEMENTS.  Comply at all times 
with all of the terms and conditions of the Security Agreements.  

     4.02.  NEGATIVE COVENANTS.  Without limiting any other covenants 
and provisions hereof, as long as any of the Notes or Warrants are 
outstanding, each Company covenants and agrees that it will comply with 
and observe the following covenants and provisions as are applicable to 
it, and Matec covenants and agrees that it will comply with and observe 
the following covenants and provisions and will cause each other Company 
and each Subsidiary to comply with and observe such of the following 
covenants and provisions as are applicable to such other Company or such 
Subsidiary, and will not:  

          (a)  LIENS.  Create, incur, assume or suffer to exist, or 
permit any other Company or any Subsidiary to create, incur, assume or 
suffer to exist, any mortgage, deed of trust, pledge, lien, security 
interest or other charge or encumbrance (including the lien or retained 
security title of a conditional vendor) of any nature, upon or with 
respect to any of its properties, now owned or hereinafter acquired, or 
assign or otherwise convey any right to receive income, except that the 
foregoing restrictions shall not apply to mortgages, deeds of trust, 
pledges, liens, security interests or other charges or encumbrances:  
   
                  (i)  for taxes, assessments or governmental charges or 
levies on property of any Company or any Subsidiary if the same shall 
not at the time be delinquent or thereafter can be paid without penalty, 
or are being contested in good faith and by appropriate proceedings;  
     
                 (ii)  imposed by law, such as carriers', warehousemen's 
and mechanics' liens and other similar liens arising in the ordinary 
course of business;  
    
                (iii)  arising out of pledges or deposits under 
workmen's compensation laws, unemployment insurance, old age pensions, 
or other social security or retirement benefits, or similar 
legislation;  
     
                 (iv)  securing the performance of bids, tenders, 
contracts (other than for the repayment of borrowed money), statutory 
obligations and surety bonds;  
<PAGE>
                  (v)  in the nature of zoning restrictions, easements 
and rights or restrictions of record on the use of real property which 
do not materially detract from its value or impair its use;  
     
                 (vi)  arising by operation of law in favor of the owner 
or sublessor of leased premises and confined to the property rented;  
    
                (vii)  arising from any litigation or proceeding which 
is being contested in good faith by appropriate proceedings, PROVIDED, 
HOWEVER, that no execution or levy has been made; 
   
               (viii)  described in EXHIBIT 3.07 which secure the 
Indebtedness set forth in EXHIBIT 3.05 or Indebtedness permitted under 
subsection 4.02(b)(ii), provided that no such lien is extended to cover 
other or different property of any Company or any Subsidiary; and 
    (ix)  arising out of a purchase money mortgage or security interest 
on personal property to secure the purchase price of such property (or 
to secure Indebtedness incurred solely for the purpose of financing the 
acquisition of any such property) incurred by any Company or any 
Subsidiary, provided that such purchase money mortgage or security 
interest does not extend to any other or different property of such 
Company or such Subsidiary.  

          (b)  INDEBTEDNESS.  Create, incur, assume or suffer to exist, 
or permit any other Company or any Subsidiary to create, incur, assume 
or suffer to exist, any liability with respect to Indebtedness except 
for:  
      
                  (i)  the Notes;  
     
                 (ii)  Indebtedness for money borrowed, provided that 
such Indebtedness for money borrowed: (A) does not exceed $5,000,000 in 
principal amount at any one time outstanding and (B) does not result in 
the Companies failure to comply with all of the provisions of Article IV 
hereof;  
    
                (iii)  Current Liabilities, other than for borrowed 
money, which are incurred in the ordinary course of business; and  
     
                 (iv)  Indebtedness with respect to lease obligations, 
provided that such lease obligations do not violate subsection 4.02(c).  

          (c)  LEASE OBLIGATIONS.  Create, incur, assume or suffer to 
exist, or permit any other Company or any Subsidiary to create, incur, 
assume or suffer to exist, any obligations as lessee for the rental or 
hire of real or personal property in connection with any sale and 
leaseback transaction; or become obligated to pay any rent for real 
property or personal property under any lease with an original term,
<PAGE>
including any lessor options to renew or extend, of more than three 
years if the aggregate of consolidated fixed annual rent which would be 
payable in any fiscal year by the Companies and their Subsidiaries under 
all such leases would exceed $250,000.  

          (d)  ASSUMPTIONS OR GUARANTIES OF INDEBTEDNESS OF OTHER 
PERSONS.  Assume, guarantee, endorse or otherwise become directly or 
contingently liable on, or permit any other Company or any Subsidiary to 
assume, guarantee, endorse or otherwise become directly or contingently 
liable on (including, without limitation, liability by way of agreement, 
contingent or otherwise, to purchase, to provide funds for payment, to 
supply funds to or otherwise invest in the debtor or otherwise to assure 
the creditor against loss) any Indebtedness of any other Person, except 
for: (i) guaranties by endorsement of negotiable instruments for deposit 
or collection in the ordinary course of business, (ii) guaranties by a 
Subsidiary of Indebtedness of Matec or any other Company, (iii) 
guaranties by Matec of any Indebtedness of any Company, and (iv) 
guaranties of any Industrial Revenue Bonds, the proceeds of which are 
used solely for the benefit of Matec or any Company.  

          (e)  MERGERS, SALE OF ASSETS, ETC.  Merge or consolidate with, 
or sell, assign, lease or otherwise dispose of or voluntarily part with 
the control of (whether in one transaction or in a series of 
transactions) a material portion of its assets (whether now owned or 
hereinafter acquired) or sell, assign or otherwise dispose of (whether 
in one transaction or in a series of transactions) any of its accounts 
receivable (whether now in existence or hereinafter created) at a 
discount or with recourse, to, any Person, or permit any other Company 
or any Subsidiary to do any of the foregoing, except for sales or other 
dispositions of assets in the ordinary course of business and except 
that (1) any Company, other than Matec, or any Subsidiary may merge into 
or consolidate with or transfer assets to any Company, (2) Matec may 
merge any Person into it or otherwise acquire such Person as long as 
Matec is the surviving entity, such merger or acquisition does not 
result in the violation of any of the provisions of this Agreement and 
no such violation exists at the time of such merger or acquisition, and, 
provided that such merger or acquisition does not result in the issuance 
(in one or more transactions) of shares of the voting stock of Matec 
representing in the aggregate more than twenty percent (20%) of the 
total outstanding voting stock of Matec, on a fully diluted basis, 
immediately following the issuance thereof and (3) the Companies may 
sell fixed assets up to five percent (5%) (based upon their then net 
book value) of their consolidated net fixed assets in any period of 
twelve (12) consecutive months. 

          (f)  INVESTMENTS IN OTHER PERSONS.  Make or permit any other 
Company or any Subsidiary to make, any loan or advance to any person, or 
purchase, otherwise acquire, or permit any other Company or any 
Subsidiary to purchase or otherwise acquire, the capital stock, assets 
comprising the business of, obligations of, or any interest in, any 
Person, except:  
      
                  (i)  investments by a Company or a Subsidiary in 
evidences of indebtedness issued or fully guaranteed by the United
<PAGE>
States of America and having a maturity of not more than one year from 
the date of acquisition;
     
                 (ii)  investments by a Company or a Subsidiary in 
certificates of deposit, notes, acceptances and repurchase agreements 
having a maturity of not more than one year from the date of acquisition 
issued by: (A) a bank organized in the United States having capital, 
surplus and undivided profits of at least $100,000,000 and whose parent 
holding company has long-term debt rated Aa1 or higher, and whose 
commercial paper (if rated) is rated Prime 1, by Moody's Investors 
Service, Inc. or (B) Framingham Savings Bank or Unibank For Savings; 
    
                (iii)  investments by a Company or a Subsidiary in the 
highest-rated commercial paper having a maturity of not more than one 
year from the date of acquisition; 
     
                 (iv)  loans or advances from a Subsidiary to any 
Company;
      
                  (v)  investments, loans or advances in or from one 
Company to any other Company; 
     
                 (vi)  investments in Framingham Savings Bank as 
reflected in the Form 10-K; and 
    
                (vii)  other loans, advances and investments; provided 
that the aggregate amount of all such other loans advances and 
investments made on or after January 1, 1995 does not exceed, at any one 
time outstanding, two percent (2%) of the Consolidated Net Worth of the 
Companies as of the end of their then most recent fiscal quarter.  
  
          (g)  DISTRIBUTIONS.  Declare or pay any dividends, purchase, 
redeem, retire, or otherwise acquire for value any of its capital stock 
(or rights, options or warrants to purchase such shares) now or 
hereafter outstanding, return any capital to its stockholders as such, 
or make any distribution of assets to its stockholders as such, or 
permit any other Company or any Subsidiary to do any of the foregoing 
(such transactions being hereinafter referred to as "Distributions"), 
except that the Subsidiaries may declare and make payment of cash and 
stock dividends, return capital and make distributions of assets to any 
Company; PROVIDED, HOWEVER, that nothing herein contained shall prevent 
Matec from:  
      
                  (i)  effecting a stock split or declaring or paying 
any dividend consisting of shares of any class of capital stock to the 
holders of shares of such class of capital stock, or
     
                 (ii)  redeeming any stock of a deceased stockholder out 
of insurance held by Matec on that stockholder's life, or
    
                (iii)  making cash distributions to its stockholders, 
provided such cash distributions in the any fiscal year do not exceed 
thirty percent (30%) of the Companies Consolidated Net Income for their
<PAGE>
immediately prior fiscal year, or
     
                 (iv)  repurchases by Matec from its stockholders of not 
more than an aggregate of $50,000 of its Common Stock in any fiscal 
year, provided that the repurchase price per share for each share of 
Common Stock so repurchased is not greater than the market price per 
share of Common Stock on the date of such repurchase,

if in the case of any such transaction there does not exist at the time 
of such Distribution an Event of Default or an event which, but for the 
requirement that notice be given or time elapse or both, would 
constitute an Event of Default and provided that such Distribution can 
be made in compliance with the other terms of this Agreement.  

          (h)  DEALINGS WITH AFFILIATES.  Enter or permit any other 
Company or any Subsidiary to enter into any transaction with any holder 
of 5% or more of any class of capital stock of Matec, or any member of 
their families or any corporation or other entity in which any one or 
more of such stockholders or members of their immediate families 
directly or indirectly holds five percent (5%) or more of any class of 
capital stock except in the ordinary course of business and on terms not 
less favorable to such Company or such Subsidiary than it would obtain 
in a transaction between unrelated parties.  

          (i)  MAINTENANCE OF OWNERSHIP OF SUBSIDIARIES.  Sell or 
otherwise dispose of any shares of capital stock of any Subsidiary, 
except to a Company or another Subsidiary, or permit any Company (other 
than Matec) or any Subsidiary to issue, sell or otherwise dispose of any 
shares of its capital stock, except to a Company, PROVIDED, HOWEVER, 
that nothing herein contained shall prevent: (i) any merger, 
consolidation or transfer of assets permitted by subsection 4.02(e) or 
(ii) the exercise of certain options, outstanding on the date hereof, to 
acquire shares of Matec Applied Sciences, Inc.  

          (j)  CHANGE IN NATURE OF BUSINESS.  Make, or permit any other 
Company or any Subsidiary to make, any material change in the nature of 
its business as carried on at the date hereof.  

     4.03.  REPORTING REQUIREMENTS.  Matec will furnish to each 
registered holder of any Note or any Warrant:  
  
          (a)  as soon as possible and in any event within five (5) 
business days after the occurrence of each Event of Default or each 
event which, with the giving of notice or lapse of time or both, would 
constitute an Event of Default, the statement of the chief financial 
officer of Matec setting forth details of such Event of Default or event 
and the action proposed to be taken with respect thereto;
  
          (b)  as soon as available and in any event within forty-five 
(45) days after the end of each of the first three quarters of each 
fiscal year of Matec, consolidated and consolidating balance sheets of
<PAGE>
the Companies and their Subsidiaries as of the end of such quarter and 
consolidated and consolidating statements of income and retained 
earnings and of changes in financial position of the Companies and their 
Subsidiaries for the period commencing at the end of the previous fiscal 
year and ending with the end of such quarter, setting forth in each case 
in comparative form the corresponding figures for the corresponding 
period of the preceding fiscal year, all in reasonable detail and duly 
certified (subject to year-end audit adjustments) by the chief financial 
officer of Matec as having been prepared in accordance with generally 
accepted accounting principles consistently applied (except to the 
extent that there has been a change in such accounting principles and to 
the extent that Matec's independent public accountant have concurred in 
such change); 
  
          (c)  as soon as available and in any event within ninety (90) 
days after the end of each fiscal year of Matec, a copy of the annual 
audit report for such year for the Companies and their Subsidiaries, 
including therein consolidated and consolidating balance sheets of the 
Companies and their Subsidiaries as of the end of such fiscal year and 
consolidated and consolidating (which consolidating statements need not 
be audited) statements of income and retained earnings and of changes in 
financial position of the Companies and their Subsidiaries for such 
fiscal year, setting forth in each case, as to the consolidated 
statements, in comparative form the corresponding figures for the 
preceding fiscal year, all duly certified by independent public 
accountants of recognized standing acceptable to the Purchaser; 
  
          (d)  at the time of delivery of each quarterly and annual 
statement, a certificate, executed by the chief financial officer of 
Matec in the case of quarterly statements and Matec's independent public 
accountants in the case of annual statements, stating that such officer 
or accountants, as the case may be, has caused this Agreement, the 
Notes, the Warrants and the Security Agreements to be reviewed and has 
no knowledge of any default by any Company or any Subsidiary in the 
performance or observance of any of the provisions of this Agreement, 
the Notes, the Warrants or the Security Agreements or, if such officer 
or accountant has such knowledge, specifying such default and the nature 
thereof.  Each such certificate shall set forth computations in 
reasonable detail demonstrating compliance with the provisions of 
subsections 4.01(j) and (k) and subsections 4.02(b) and (c); 
  
          (e)  promptly upon receipt thereof, any written report 
submitted to any Company or any Subsidiary by independent public 
accountants in connection with an annual or interim audit of the books 
of such Company and such Subsidiary made by such accountants; 
  
          (f)  prior to the start of each fiscal year, consolidated 
capital and operating expense budgets, cash flow projections and income 
and loss projections for the Companies and their Subsidiaries in respect 
of such fiscal year, all itemized in reasonable detail and prepared on a 
quarterly basis and approved prior to the start of each such fiscal year 
by the Board of Directors of Matec, and, promptly after preparation, any 
revisions to any of the foregoing; 
<PAGE>
          (g)  promptly after the commencement thereof, notice of all 
actions, suits and proceedings before any court or governmental 
department, commission, board, bureau, agency or instrumentality, 
domestic or foreign, affecting any Company or any Subsidiary of the type 
described in Section 3.04; and 
  
          (h)  promptly after sending, making available, or filing the 
same, such reports and financial statements as any Company or any 
Subsidiary shall send or make available to the stockholders of any 
Company or the Commission and such other information respecting the 
business, properties or the condition or operations, financial or 
otherwise, of any Company or any Subsidiaries as the Purchaser may from 
time to time reasonably request.  

     4.04.  TERMINATION OF CERTAIN COVENANTS.  Except for the convenants 
set forth in subsections 4.01(f), (m), (n) and (o), all other covenants 
set forth in Sections 4.01 and 4.02 shall terminate and be of no further 
force or effect when the Notes have been redeemed in their entirety.  
  
                              ARTICLE V    

                         REGISTRATION RIGHTS    

     5.01.  "PIGGY BACK" REGISTRATION.  If at any time Matec shall 
determine to register under the Securities Act (including pursuant to a 
demand of any stockholder of Matec exercising registration rights) any 
of its Common Stock of the type which has been or may be issued upon the 
exercise of the Warrants, other than on Forms S-4 or S-8 or its then 
equivalent, it shall send to each holder of Registrable Shares, 
including each holder who has the right to acquire Registrable Shares, 
written notice of such determination and, if within thirty (30) days 
after receipt of such notice, such holder shall so request in writing, 
Matec shall use its best efforts to include in such registration 
statement all or any part of the Registrable Shares such holder requests 
to be registered, except that if, in connection with any offering 
involving an underwriting of Common Stock to be sold by Matec, the 
managing underwriter shall impose a limitation on the number of shares 
of such Common Stock which may be included in any such registration 
statement because, in its judgment, such limitation is necessary to 
effect an orderly public distribution, and such limitation is imposed 
pro rata among the holders of such Common Stock having an incidental 
("piggy back") right to include such Common Stock in the registration 
statement according to the amount of such Common Stock which each holder 
had requested to be included pursuant to such right, then Matec shall be 
obligated to include in such registration statement only such limited 
portion of the Registrable Shares with respect to which such holder has 
requested inclusion hereunder.  

     5.02.  REGISTRATION ON FORM S-3.  In addition to the rights 
provided the holder of Registrable Shares in Section 5.01 above, if the 
registration of Registrable Shares under the Securities Act can be 
effected on Form S-3 (or any similar form promulgated by the 
Commission), Matec will promptly so notify each holder of Registrable 
Shares, including each holder who has a right to acquire Registrable
<PAGE>
Shares, and then will at any time, and from time to time, thereafter, as 
expeditiously as possible, use its best efforts to effect qualification 
and registration under the Securities Act on said Form S-3 of all or 
such portion of the Registrable Shares as the holder or holders shall 
specify; provided that the reasonably anticipated aggregate price to the 
public of the Registrable Shares to be so registered is at least 
$250,000.  

     5.03.  EFFECTIVENESS.  Matec will use its best efforts to maintain 
the effectiveness for up to nine (9) months of any registration 
statement pursuant to which any of the Registrable Shares are being 
offered, and from time to time will amend or supplement such 
registration statement and the prospectus contained therein as and to 
the extent necessary to comply with the Securities Act and any 
applicable state securities statute or regulation.  Matec will also 
provide each holder of Registrable Shares with as many copies of the 
prospectus contained in any such registration statement as it may 
reasonably request.  

     5.04.  INDEMNIFICATION OF HOLDER OF REGISTRABLE SHARES.  In the 
event that Matec registers any of the Registrable Shares under the 
Securities Act, Matec will indemnify and hold harmless each holder and 
each underwriter of the Registrable Shares so registered (including any 
broker or dealer through whom such shares may be sold) and each person, 
if any, who controls such holder or any such underwriter within the 
meaning of Section 15 of the Securities Act from and against any and all 
losses, claims, damages, expenses or liabilities, joint or several, to 
which they or any of them become subject under the Securities Act or 
under any other statute or at common law or otherwise, and, except as 
hereinafter provided, will reimburse each such holder, each such 
underwriter and each such controlling person, if any, for any legal or 
other expenses reasonably incurred by them or any of them in connection 
with investigating or defending any actions whether or not resulting in 
any liability, insofar as such losses, claims, damages, expenses, 
liabilities or actions arise out of or are based upon any untrue 
statement or alleged untrue statement of a material fact contained in 
the registration statement, in any preliminary or amended preliminary 
prospectus or in the prospectus (or the registration statement or 
prospectus as from time to time amended or supplemented by Matec) or 
arise out of or are based upon the omission or alleged omission to state 
therein a material fact required to be stated therein or necessary in 
order to make the statements therein not misleading or any violation by 
Matec of any rule or regulation promulgated under the Securities Act 
applicable to Matec and relating to action or inaction required of Matec 
in connection with such registration, unless such untrue statement or 
omission was made in such registration statement, preliminary or 
amended, preliminary prospectus or prospectus in reliance upon and in 
conformity with information furnished in writing to Matec in connection 
therewith by such holder of Registrable Shares, any such underwriter or 
any such controlling person expressly for use therein.  Promptly after 
receipt by any holder of Registrable Shares, any underwriter or any
<PAGE>
controlling person, of notice of the commencement of any action in 
respect of which indemnity may be sought against Matec, such holder of 
Registrable Shares, or such underwriter or such controlling person, as 
the case may be, will notify Matec in writing of the commencement 
thereof, and, subject to the provisions hereinafter stated, Matec shall 
assume the defense of such action (including the employment of counsel, 
who shall be counsel reasonably satisfactory to such holder of 
Registrable Shares, such underwriter or such controlling person, as the 
case may be), and the payment of expenses insofar as such action shall 
relate to any alleged liability in respect of which indemnity may be 
sought against Matec.  Such holder of Registrable Shares, any such 
underwriter or any such controlling person shall have the right to 
employ separate counsel in any such action and to participate in the 
defense thereof but the fees and expenses of such counsel shall not be 
at the expense of Matec unless the employment of such counsel has been 
specifically authorized by Matec.  Matec shall not be liable to 
indemnify any person for any settlement of any such action effected 
without Matec's consent.  Matec shall not, except with the approval of 
each party being indemnified under this Section 5.04, 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 
the parties being so indemnified of a release from all liability in 
respect to such claim or litigation.  

     5.05.  INDEMNIFICATION OF MATEC.  In the event that Matec registers 
any of the Registrable Shares under the Securities Act, each holder of 
the Registrable Shares so registered will indemnify and hold harmless 
Matec, each of its directors, each of its officers who have signed the 
registration statement, each underwriter of the Registrable Shares so 
registered (including any broker or dealer through whom such of the 
shares may be sold) and each person, if any, who controls Matec or any 
such underwriter within the meaning of Section 15 of the Securities Act 
from and against any and all losses, claims, damages, expenses or 
liabilities, joint or several, to which they or any of them may become 
subject under the Securities Act or under any other statute or at common 
law or otherwise, and, except as hereinafter provided, will reimburse 
Matec and each such director, officer, underwriter or controlling person 
for any legal or other expenses reasonably incurred by them or any of 
them in connection with investigating or defending any actions whether 
or not resulting in any liability, insofar as such losses, claims, 
damages, expenses, liabilities or actions arise out of or are based upon 
any untrue statement or alleged untrue statement of a material fact 
contained in the registration statement, in any preliminary or amended 
preliminary prospectus or in the prospectus (or the registration 
statement or prospectus as from time to time amended or supplemented) or 
arise out of or are based upon the omission or alleged omission to state 
therein a material fact required to be stated therein or necessary in 
order to make the statements therein not misleading, but only insofar as 
any such statement or omission was made in reliance upon and in 
conformity with information furnished in writing to Matec in connection 
therewith by such holder of Registrable Shares expressly for use 
therein; PROVIDED, HOWEVER, that such holder's obligations hereunder 
shall be limited to an amount equal to the proceeds to such holder of 
the Registrable Shares sold in such registration.  Promptly after 
receipt of notice of the commencement of any action in respect of which 
indemnity may be sought against such holder of Registrable Shares, Matec 
will notify such holder of Registrable Shares in writing of the
<PAGE>
commencement thereof, and such holder of Registrable Shares shall, 
subject to the provisions hereinafter stated, assume the defense of such 
action (including the employment of counsel, who shall be counsel 
reasonably satisfactory to Matec) and the payment of expenses insofar as 
such action shall relate to the alleged liability in respect of which 
indemnity may be sought against such holder of Registrable Shares.  
Matec and each such director, officer, underwriter or controlling person 
shall have the right to employ separate counsel in any such action and 
to participate in the defense thereof but the fees and expenses of such 
counsel shall not be at the expense of such holder of Registrable Shares 
unless employment of such counsel has been specifically authorized by 
such holder of Registrable Shares.  Such holder of Registrable Shares 
shall not be liable to indemnify any person for any settlement of any 
such action effected without such holder's consent.  

     5.06.  EXCHANGE ACT REGISTRATION.  If Matec has listed, or shall at 
any time list, any of its Common Stock of the type which may be issued 
upon the exercise of the Warrants on any national securities exchange, 
Matec will, at its expense, simultaneously list on such exchange and 
maintain such listing of, all of the Common Stock from time to time 
issuable upon exercise of the Warrants.  If Matec becomes subject to the 
reporting requirements of either Section 13 or Section 15(d) of the 
Exchange Act, Matec will use its best efforts to timely file with the 
Commission such information as the Commission may require under either 
of said Sections; and in such event, Matec shall use its best efforts to 
take all action as may be required as a condition to the availability of 
Rule 144 under the Securities Act (or any successor exemptive rule 
hereinafter in effect) with respect to such Common Stock.  Matec shall 
furnish to any holder of Registrable Shares forthwith upon request (i) a 
written statement by Matec as to its compliance with the reporting 
requirements of Rule 144, (ii) a copy of the most recent annual or 
quarterly report of Matec as filed with the Commission, and (iii) such 
other reports and documents as a holder may reasonably request in 
availing itself of any rule or regulation of the Commission allowing a 
holder to sell any such Registrable Shares without registration.  

     5.07.  DAMAGES.  Matec recognizes and agrees that the holder of 
Registrable Shares will not have an adequate remedy if Matec fails to 
comply with this Article V and that damages will not be readily 
ascertainable, and Matec expressly agrees that, in the event of such 
failure, it shall not oppose an application by the holder of Registrable 
Shares or any other person entitled to the benefits of this Article V 
requiring specific performance of any and all provisions hereof or 
enjoining Matec from continuing to commit any such breach of this 
Article V.  

     5.08.  FURTHER OBLIGATIONS.  Whenever under the preceding Sections 
of this Article V, Matec is required hereunder to register Registrable 
Shares, it agrees that it shall also do the following:  
  
          (a)  Furnish to each selling holder such copies of each 
preliminary and final prospectus and such other documents as said holder 
may reasonably request to facilitate the public offering of its 
Registrable Shares;
<PAGE>
          (b)  Use its best efforts to register or qualify the 
Registrable Shares covered by said registration statement under the 
applicable securities or "blue sky" laws of such jurisdictions as any 
selling holder may reasonably request; PROVIDED, HOWEVER, that Matec 
shall not be obligated to qualify to do business in any jurisdiction 
where it is not then so qualified or to take any action which would 
subject it to the service or process in suits other than those arising 
out of the offer or sale of the securities covered by the registration 
statement in any jurisdiction where it is not then so subject;

          (c)  Furnish to each selling holder a signed counterpart of

                  (i) an opinion of counsel for Matec, dated the 
effective date of the registration statements, and

                 (ii) "comfort" letters signed by Matec's independent 
public accountants who have examined and reported on Matec's financial 
statements included in the registration statement, to the extent 
permitted by the standards of the American Institute of Certified Public 
Accountants,

covering substantially the same matters with respect to the registration 
statement (and the prospectus included therein) and (in the case of the 
accountants' "comfort" letters) with respect to events subsequent to the 
date of the financial statements, as are customarily covered in opinions 
of issuer's counsel and in accountants' "comfort" letters delivered to 
the underwriters in underwritten public offerings of securities, to the 
extent that Matec is required to deliver or cause the delivery of such 
opinion or "comfort" letters to the underwriters in an underwritten 
public offering of securities;

          (d)  Permit each selling holder or his counsel or other 
representatives to inspect and copy such corporate documents and records 
as may reasonably be requested by them;

          (e)  Furnish to each selling holder a copy of all documents 
filed and all correspondence from or to the Commission in connection 
with any such offering; and

          (f)  Use its best efforts to insure the obtaining of all 
necessary approvals from the National Association of Securities Dealers, 
Inc.

     5.09.  HOLDBACK AGREEMENT.  In the case of any underwritten 
registration which includes Common Stock to be sold by Matec, each 
holder of Registrable Shares agrees, if requested by the managing 
underwriter or underwriters, not to effect any public sale or 
distribution, including any sale pursuant to Rule 144 under the 
Securities Act, of any Registrable Shares during the one hundred twenty 
(120) day period commencing on the date such request is made; PROVIDED, 
HOWEVER, that all persons entitled to registration rights with respect 
to shares of Common Stock who are not parties to this Agreement, all 
other persons selling shares of Common Stock in such offering and all
<PAGE>