GENERAL SECURITY AGREEMENT


            GENERAL SECURITY AGREEMENT,  dated as of September __, 1997, made by
SONICS & MATERIALS, INC., a Delaware corporation ("Obligor"),  to BROWN BROTHERS
HARRIMAN & CO., a private bank (the "Secured Party").

            SECTION 1. Grant of  Security  Interest.  Obligor  hereby  grants to
Secured Party a security interest in the following  property,  whether now owned
or hereafter arising or acquired (collectively, the "Collateral"):

                  (a)   all of Obligor's accounts, general intangibles,
      chattel paper, and instruments (collectively, the "Receivables,");

                  (b)   all of Obligor's inventory and documents;

                  (c)   all of Obligor's equipment (whether or not
      constituting fixtures);

                  (d)   all of Obligor's financial assets and investment
      property; and

                  (e)   all proceeds and products of any of the foregoing,
      including insurance payable by reason of loss or damage.

            Obligor  represents  and  warrants  that it is the sole owner of the
Collateral and has the legal right to grant to Secured Party a security interest
therein, and that the Collateral is free and clear of all other liens,  security
interests and encumbrances.

            SECTION 2.  Security for  Liabilities.  This  Agreement  secures the
payment and  performance of all  indebtedness,  obligations,  and liabilities of
every  kind and  nature  (whether  primary  or  secondary,  direct or  indirect,
absolute or contingent,  sole, joint, or several, secured or unsecured,  similar
or  dissimilar,  or  related  or  unrelated),   heretofore,  now,  or  hereafter
contracted  or  acquired,  of  Obligor  to  Secured  Party  (collectively,   the
"Liabilities").

            SECTION 3. Obligor Remains  Liable.  Anything herein to the contrary
notwithstanding,  (a)  Obligor  shall  remain  liable  under its  contracts  and
agreements included in the Collateral to the extent set forth therein to perform
all of Obligor's duties and obligations thereunder to the same extent as if this
Agreement had not been executed, (b) the exercise by Secured Party of any of the
rights hereunder shall not release Obligor from any of its duties or obligations
under its contracts and agreements  included in the Collateral,  and (c) Secured
Party  shall  not have any  obligation  or  liability  under the  contracts  and
agreements  included in the  Collateral by reason of this  Agreement,  nor shall
Secured  Party be  obligated  to  perform  any of the  obligations  or duties of
Obligor  thereunder  or to take any action to  collect or enforce  any claim for
payment assigned hereunder.

            SECTION 4. Further Assurances.  (a) Obligor agrees that from time to
time,  at its  expense,  it  will  promptly  execute  and  deliver  all  further
instruments and documents, and take all further action, that may be necessary or
desirable,  or that Secured  Party may request,  in order to perfect and protect
any security  interest  granted or  purported to be granted  hereby or to enable
Secured  Party to exercise  and enforce its rights and remedies  hereunder  with
respect to any  Collateral.  Without  limiting the  generality of the foregoing,
Obligor will: (i) upon request by Secured Party, mark conspicuously each item of
chattel paper included in its Receivables and each of its records  pertaining to
any of the  Collateral,  with a legend,  in form and substance  satisfactory  to
Secured  Party,  indicating  that such chattel paper or Collateral is subject to
the security  interest granted hereby;  (ii) if any of its Receivables  shall be
evidenced  by a  promissory  note or other  instrument,  deliver  and  pledge to
Secured Party hereunder such note or instrument duly indorsed and accompanied by
duly executed  instruments of transfer or assignment,  all in form and substance
satisfactory  to Secured  Party,  and (iii)  execute and file such  financing or
continuation  statements,  or amendments thereto,  and such other instruments or
notices,  as may be necessary or desirable,  or as Secured Party may request, in
order to perfect and preserve the security  interests granted or purported to be
granted hereby.

                  (b) Obligor  hereby  authorizes  Secured  Party to file one or
more financing or continuation statements,  and amendments thereto,  relative to
all or any  part of the  Collateral  without  the  signature  of  Obligor  where
permitted  by  law.  A  carbon,  photographic,  or  other  reproduction  of this
Agreement or any part thereof shall be sufficient as a financing statement where
permitted by law.

                  (c) Obligor  will  furnish to Secured  Party from time to time
statements and schedules  further  identifying and describing the Collateral and
such other  reports  in  connection  with the  Collateral  as Secured  Party may
request, all in reasonable detail.

            SECTION 5. Insurance.  Obligor shall,  at its own expense,  maintain
liability and casualty  insurance with respect to its business and property with
responsible and reputable  insurance  companies or associations  satisfactory to
Secured  Party in such amounts and covering  such risks as are  acceptable to or
specified by Secured  Party,  taking into  account,  among other  factors,  such
amounts  and  risks  as are  usually  carried  by  persons  engaged  in  similar
businesses  and owning  similar  properties  in the same general  areas in which
Obligor operates.  Each policy for liability insurance shall provide for payment
to or on behalf of Obligor and Secured  Party,  as their  interests  may appear.
Each policy of property damage insurance shall provide for all losses to be paid
to Secured Party. Each policy of property damage insurance shall in addition (a)
name Secured Party as an insured party thereunder (without any representation or
warranty by or obligation upon Secured  Party),  (b) contain an agreement by the
insurer  that any loss  thereunder  shall be payable to, or on behalf of, as the
case may be, Secured Party  notwithstanding any action,  inaction,  or breach of
representation  or warranty by the  Obligor,  (c) provide that there shall be no
recourse  against  Secured  Party for payment of premiums or other  amounts with
respect thereto,  and (d) provide that at least 30 days' prior written notice of
cancellation or of lapse shall be given to Secured Party by the insurer. Obligor
shall,  if so requested by Secured  Party,  deliver to Secured Party original or
duplicate  policies of  insurance  maintained  pursuant  hereto and, as often as
Secured Party may reasonably  request, a report of a reputable  insurance broker
with  respect to such  insurance.  Further,  Obligor  shall,  at the  request of
Secured  Party,  duly  execute and deliver  instruments  or  assignment  of such
insurance  policies to comply with the  requirements  of Section 5 and cause the
respective insurers to acknowledge notice of such assignments.

            SECTION 6.  Certain Covenants as to Inventory and Equipment.
Obligor shall:

            (a)  Keep  its  inventory  and  equipment  in the  places  specified
therefor  on  Schedule  1 hereto  (other  than  inventory  sold or leased in the
ordinary  course of business) or, upon 30 days' prior written  notice to Secured
Party,  at such other places as shall be identified in such notice and which are
in  jurisdictions  where all action  required by Section 4 shall have been taken
with respect to such inventory and equipment.

            (b) Cause its equipment to be  maintained  and preserved in the same
condition,  repair,  and  working  order  as when  new,  ordinary  wear and tear
excepted,  and,  in the  case  of any  material  loss  or  damage  to any of its
equipment, as quickly as practicable after the occurrence thereof, make or cause
to be made all  repairs,  replacements,  and other  improvements  in  connection
therewith which are necessary or desirable to such end.

            (c) Pay promptly when due all property and other taxes, assessments,
and  governmental  charges or levies imposed upon it, and all claims  (including
claims for labor, materials and supplies) against its inventory and equipment.

            (d) After the  occurrence  and during the  existence  of an Event of
Default (as  hereinafter  defined),  receive in trust for the benefit of Secured
Party all amounts and proceeds  received or collected by such Obligor in respect
of its inventory and  equipment,  segregate such amounts and proceeds from other
funds of such  Obligor,  and  forthwith  pay such amounts and  proceeds  over to
Secured Party in the same form as so received  (with any necessary  endorsement)
to be held as cash collateral and applied as provided in Section 14(b).

            SECTION 7.  Certain Covenants as to Receivables.
Obligor shall:

            (a) Keep its chief place of business and chief executive  office and
the offices  where it keeps its records,  including  all  computer  hardware and
software,  concerning  its  Receivables,  and all originals of all chattel paper
which evidence any such Receivables at the places specified in Schedule 1 hereto
or, upon 30 days' prior written notice to Secured Party, at such other locations
as shall be identified in such notice and which are in a jurisdiction  where all
action  required  by  Section  4 shall  have  been  taken  with  respect  to its
Receivables.  Obligor will hold and preserve  such records and chattel paper and
will, upon reasonable  notice,  permit  representatives  of Secured Party at any
time  during  normal  business  hours to inspect  and make  abstracts  from such
records and chattel  paper.  Obligor  shall  immediately  endorse and deliver to
Secured  Party  each  instrument  included  in the  Receivables.  Obligor  shall
immediately  notify  Secured Party if any of its accounts arise out of contracts
with the United States or any agency or instrumentality thereof, and execute any
instruments  and take any steps  required  by  Secured  Party in order  that all
moneys due and to become due under such  contracts  shall be assigned to Secured
Party and notice given to the Government under the Federal  Assignment of Claims
Act.

            (b) From time to time upon request,  Obligor  shall provide  Secured
Party with (i) schedules  describing  all accounts,  (ii)  additional  schedules
describing other Receivables,  and (iii) specific written assignments to Secured
Party of any of its Receivables.  Any failure to execute or deliver any schedule
or assignment shall not, however, affect or limit any security interest or other
right of Secured Party in and to any Receivable.  Upon Secured Party's  request,
Obligor  shall also furnish to Secured Party copies of invoices to customers and
shipping and delivery receipts or warehouse  receipts relating thereto,  as well
as such other documents and instruments as Secured Party may reasonably  request
in connection with any Receivable.

            (c) Obligor  shall  promptly  notify  Secured  Party of all returns,
repossessions  and  recoveries  of goods covered by the  Receivables  and of all
claims  asserted  with  respect  thereto.   Each  such  notification   shall  be
accompanied  by a  statement  describing  the  relevant  goods and the  location
thereof.  Obligor  shall not  settle or adjust any  dispute or claim,  grant any
discount, credit or allowance, or accept any return of merchandise except in the
ordinary  course of business.  When Obligor  receives  collateral of any kind by
reason of transactions  between itself and its customers or account debtors,  it
will  hold the same on  Secured  Party's  behalf,  subject  to  Secured  Party's
instructions, as property forming part of the Receivables.

            (d) Except as  otherwise  provided  in  Section  14,  Obligor  shall
continue to  collect,  at its own  expense,  all amounts due or to become due to
Obligor under the Receivables. In connection with such collections,  Obligor may
take (and, at Secured Party's  direction,  shall take) such action as Obligor or
Secured  Party may deem  necessary  or advisable  to enforce  collection  of its
Receivables;  provided, however, that Secured Party shall have the right, at any
time and from  time to time,  whether  or not an  Event of  Default  shall  have
occurred, to notify the account debtors or obligors under any Receivables of the
assignment  of such  Receivables  to Secured  Party and to direct  such  account
debtors  or  obligors  to make  payment  of all  amounts  due or to  become  due
thereunder  directly to Secured  Party and,  upon such  notification  and at the
expense of Obligor, to enforce collection of any amount, payment, or other terms
thereof,  upon terms  which it  considers  advisable.  Any  amounts  received or
collected by Secured  Party  pursuant to this  subsection  shall be held as cash
collateral  and applied as provided in Section 14(b).  After such  notification,
and in any event after the occurrence and during the  continuance of an Event of
Default, (i) all amounts or proceeds received or collected by Obligor in respect
of  Receivables  shall be  received  in trust for the  benefit of Secured  Party
hereunder,  shall be  segregated  from  other  funds of  Obligor,  and  shall be
forthwith  paid over to Secured Party in the same form as so received  (with any
necessary  endorsement) to be held as cash collateral and applied as provided in
Section  14(b),  and (ii) Obligor shall not adjust,  settle,  or compromise  the
amount or payment of any  Receivable,  or release  wholly or partly any  account
debtor or obligor thereunder, or allow any credit or discount thereon.

            (e)  Secured  Party  shall  have  the  right  from  time  to time to
communicate directly with account debtors and obligors on the Receivables and to
do test verifications of the Receivables.

            SECTION 8.  Transfers and Other Liens.  Obligor shall not:

                  (a)  Sell,  assign  (by  operation  of law or  otherwise),  or
otherwise  dispose of any of the  Collateral  except  sales of  inventory in the
ordinary course of business.

                  (b) Create or suffer to exist any lien, security interest,  or
other charge or encumbrance upon or with respect to any of the Collateral, other
than existing liens set forth on Schedule 2 hereto.

            SECTION 9. Secured Party Appointed Attorney-in-Fact.  Obligor hereby
irrevocably appoints Secured Party as its attorney-in-fact,  with full authority
in the place and stead of Obligor and in the name of Obligor,  Secured Party, or
otherwise,  from time to time in Secured  Party's  discretion to take any action
and to  execute  any  instrument  which  Secured  Party  may deem  necessary  or
advisable to  accomplish  the  purposes of this  Agreement,  including,  without
limitation:

                  (a)   to sign in the name and on behalf of Obligor any
financing statements or other papers required under Section 4;

                  (b)   to obtain and adjust insurance required to be paid to
Secured Party pursuant to Section 5;

                  (c) to ask,  demand,  collect,  sue  for,  recover,  compound,
receive,  and give  acquittance  and  receipts  for moneys due and to become due
under or in respect of any of the Collateral;

                  (d)   to receive, indorse, and collect any drafts or other
instruments, documents, and chattel paper in connection with subsection (b)
or (c) above; and

                  (e) to file any  claims or take any  action or  institute  any
proceedings  which  Secured  Party  may  deem  necessary  or  desirable  for the
collection  of any of the  Collateral  or  otherwise  to  enforce  the rights of
Secured Party with respect to any of the Collateral.

            Obligor  hereby  ratifies and approves all acts of Secured  Party as
such  attorney-in-fact.  Secured  Party  shall  not,  in its  capacity  as  such
attorney-in-fact,  be  liable  for any acts or  omissions,  nor for any error in
judgment  or mistake of fact or law,  but only for gross  negligence  or willful
misconduct. This power, being coupled with an interest, is irrevocable until all
Liabilities  have been  fully  satisfied  and until  Secured  Party is no longer
committed to allow additional  Liabilities to be incurred.  Any amounts received
or collected by Secured Party in its capacity as such attorney-in-fact  shall be
held as cash collateral and applied as provided in Section 14(b).

            SECTION 10.  Secured Party May Perform.  If Obligor fails to perform
any  agreement  contained  herein,  Secured Party may itself  perform,  or cause
performance  of, such  agreement,  and the expenses of Secured Party incurred in
connection therewith shall be payable by Obligor under Section 15(b).

            SECTION 11. Secured Party's Duties.  The powers conferred on Secured
Party  hereunder are solely to protect its interest in the  Collateral and shall
not impose any duty to exercise any such powers.  Except for the safe custody of
any Collateral in its possession and the accounting for moneys actually received
by it hereunder,  Secured Party shall not have any duty as to any  Collateral or
as to the taking of any necessary  steps to preserve  rights against any parties
or any other rights pertaining to any Collateral.

            SECTION 12. Inspection Rights. Secured Party at all times shall have
access to inspect,  audit,  and make  extracts  from all of  Obligor's  records,
files,  and books of account  relating  to the  Collateral,  and  Obligor  shall
deliver any document or instrument necessary for Secured Party to obtain records
from any service bureau maintaining records for Obligor. Secured Party may also,
at all  reasonable  times,  examine and inspect  inventory and other  Collateral
owned by Obligor.  Obligor shall,  at Secured  Party's  request,  take all steps
necessary to facilitate such inspection.

            SECTION 13. Default.  "Event of Default" means  nonpayment of any of
the   Liabilities   when  due  (whether  at  stated  maturity  or  upon  demand,
acceleration  of maturity or  otherwise),  any other default with respect to the
Liabilities   (including  any  Event  of  Default  as  provided  in  the  Credit
Agreement),  any failure by Obligor to perform any of its obligations under this
Agreement or any other agreement, instrument, or document evidencing or securing
any of the Liabilities,  or any breach of any representation or warranty made by
Obligor in connection  with the  transactions  contemplated by this Agreement or
any other agreement,  instrument,  or document evidencing or securing any of the
Liabilities;  provided,  however,  that  except for  nonpayment  of  interest or
principal when due under  promissory  notes of Obligor  payable to Secured Party
and except as  provided  in Section  6.1(d) or (e) of the Credit  Agreement,  no
Event of Default shall be deemed to have occurred  unless such default,  failure
or breach  continues for thirty (30) days following  written notice from Secured
Party.

            SECTION 14.  Remedies.  If any Event of Default shall have
occurred and be continuing:

                  (a) Secured  Party may exercise in respect of the  Collateral,
in  addition  to other  rights and  remedies  provided  for herein or  otherwise
available to it, all the rights and remedies of a secured party on default under
the  Uniform  Commercial  Code  (the  "Code")  and  other  applicable  laws  and
agreements,  as they may be amended from time to time,  and also may (i) require
Obligor  to, and  Obligor  hereby  agrees  that it will at its  expense and upon
request of Secured Party forthwith, assemble the tangible Collateral as directed
by Secured  Party and make it available to Secured Party at a place or places to
be designated by Secured Party which are reasonably  convenient to Secured Party
and  Obligor  and (ii)  without  notice  except  as  specified  below,  sell the
Collateral or any part thereof in one or more parcels at public or private sale,
at any of Secured  Party's  offices or elsewhere,  for cash,  on credit,  or for
future  delivery,   and  upon  such  other  terms  as  Secured  Party  may  deem
commercially reasonable. Obligor agrees that, to the extent notice of sale shall
be required by law, at least five  business  days' notice to Obligor of the time
and place of any public sale or the time after  which any private  sale is to be
made  shall  constitute  reasonable  notification.  Secured  Party  shall not be
obligated to make any sale of the Collateral regardless of notice of sale having
been given.  Secured  Party may adjourn any public or private  sale from time to
time by announcement  at the time and place fixed  therefor,  and such sale may,
without  further  notice,  be made at the  time  and  place  to  which it was so
adjourned.

                  (b) All cash proceeds  received by Secured Party in respect of
any sale of,  collection from, or other  realization upon all or any part of the
Collateral  may, in the  discretion of Secured  Party,  be held by Secured Party
(without  interest) as  collateral  for,  and/or then or at any time  thereafter
applied  (after  payment of any  amounts  payable to Secured  Party  pursuant to
Section 15) in whole or in part by Secured Party against, all or any part of the
Liabilities in such order as Secured Party shall elect. Any surplus of such cash
or cash proceeds  held by Secured  Party and remaining  after payment in full of
all the  Liabilities  shall  be paid  over to  Obligor  or to  whosoever  may be
lawfully entitled to receive such surplus.

            SECTION 15. Indemnity and Expenses.  (a) Obligor agrees to indemnify
Secured Party (including any partner,  officer,  employee,  director or agent of
the Secured Party) from and against any and all claims,  losses, and liabilities
growing out of or resulting from this Agreement (including,  without limitation,
enforcement of this Agreement),  except claims, losses, or liabilities resulting
from Secured Party's gross negligence or willful misconduct.

                  (b) Obligor  will upon demand pay to Secured  Party the amount
of  any  and  all  reasonable  expenses,   including  the  reasonable  fees  and
disbursements of its counsel and of any experts and agents,  which Secured Party
may incur in connection with (i) the preparation,  administration  and amendment
of this Agreement, (ii) the custody, preservation,  use, or operation of, or the
sale of,  collection  from, or other  realization  upon, any of the  Collateral,
(iii) the exercise or enforcement of any of the rights of Secured Party, or (iv)
the failure by Obligor to perform or observe any of the provisions hereof.

            SECTION 16. Amendments,  Indulgences, Etc. No amendment or waiver of
any provision of this Agreement nor consent to any departure by Obligor herefrom
shall in any event be  effective  unless the same shall be in writing and signed
by Secured Party and Obligor, and then such waiver or consent shall be effective
only in the specific  instance and for the specific  purpose for which given. No
failure  or delay on the part of  Secured  Party in the  exercise  of any right,
power,  or remedy under this Agreement  shall  constitute a waiver  thereof,  or
prevent the exercise thereof in that or any other instance.

            SECTION 17.  Notices.  All notices,  requests and demands to or upon
the respective parties hereto shall be deemed to have been given or made, (a) if
delivered  by hand  against  receipt,  on the date of such  delivery,  or (b) if
deposited in the mails,  postage prepaid,  registered or certified mail,  return
receipt requested, on the third day following the date of postmark, addressed as
follows or to such other  address as may be hereafter  designated  in writing by
the respective parties hereto:

If to Obligor:

For notices sent prior to May 1, 1998:

      Sonics & Materials, Inc.
      West Kenosia Avenue
      Danbury, CT  06810
      Attn: Robert S. Soloff, President
      Attn: Lauren H. Soloff, Vice President - Legal Affairs and Investor
Relations
      Facsimile:  (203) 798-8350


For notices sent after to May 1, 1998:

      Sonics & Materials, Inc.
      55 Church Hill Road
      Newtown, CT  06470
      Attn: Robert S. Soloff, President
      Attn: Lauren H. Soloff, Vice President - Legal Affairs and Investor
Relations
      Facsimile:  (203) 798-8350


If to Secured Party:

      Brown Brothers Harriman & Co.
      59 Wall Street
      New York, New York  10005
      Attn:  Chief Credit Officer
      Fax No:  212-493-7280

            SECTION 18. Continuing Security Interest;  etc. This Agreement shall
create a continuing security interest in the Collateral and shall (a) be binding
upon Obligor, its heirs,  administrators,  successors, and assigns and (b) inure
to the benefit of Secured Party and its  successors,  transferees,  and assigns.
The execution and delivery of this Agreement shall in no manner impair or affect
any other security (by  endorsement or otherwise) for the payment or performance
of the  Liabilities  and no security taken  hereafter as security for payment or
performance  of the  Liabilities  shall  impair in any  manner  or  affect  this
Agreement or the security  interest granted hereby,  all such present and future
additional security to be considered as one general, continuing security. Any of
the Collateral may be released from this Agreement without altering, varying, or
diminishing in any way this Agreement or the security interest granted hereby as
to the Collateral not expressly  released,  and this Agreement and such security
interest shall continue in full force and effect as to all of the Collateral not
expressly released.

            SECTION 19.  Representations and Warranties.  Obligor represents
and warrants to Secured Party that:

            (a) Obligor has all  requisite  power and  authority  to execute and
deliver this Agreement and to carry out the  transactions  contemplated  hereby.
The  execution,  delivery and  performance of this Agreement by Obligor has been
duly authorized by all requisite  corporate action,  and this Agreement has been
duly  executed and  delivered by Obligor and  constitutes  its valid and binding
obligation,  enforceable against Obligor in accordance with its terms, except as
such  enforcement  may  be  limited  by  bankruptcy,   insolvency,   moratorium,
reorganization  and other similar laws relating to or affecting the  enforcement
of creditors'  rights  generally,  and except that the  availability of specific
performance,  injunctive  relief or other  equitable  remedies is subject to the
discretion of the court before which any such proceeding may be brought.

            (b) The  execution,  delivery and  performance  of this Agreement by
Obligor will not violate any  provision of law,  any rule or  regulation  of any
governmental authority, or any judgment, decree or order of any court binding on
Obligor, and will not conflict with or result in any breach of any of the terms,
conditions  or  provisions  of, or  constitute a default  under,  or,  except as
expressly  provided  herein,  result  in  the  creation  of any  lien,  security
interest,  charge  or  encumbrance  upon  any  of  its  properties,   assets  or
outstanding  stock  under  its  Articles  of  Incorporation  or  By-Laws  or any
indenture,  mortgage, lease, agreement or other instrument to which Obligor is a
party or by which it or any of its properties is bound.

            SECTION  20.  Governing  Law;  Consent to  Jurisdiction;  etc.  This
Agreement  shall be governed by and construed in accordance with the laws of the
State of New York.  Obligor  consents to the  jurisdiction  of the courts of New
York  and  of the  courts  of the  United  States  sitting  in New  York  in any
litigation concerning this Agreement,  and Obligor waives any objection based on
venue or  inconvenient  forum.  Obligor waives any right to trial by jury in any
litigation  involving this Agreement.  Unless  otherwise  defined herein,  terms
defined in the Code as in effect in New York on the date hereof  (including  the
terms  "inventory,"   "accounts,"   "general   intangibles,"   "chattel  paper,"
"instruments,"  "equipment,"  "fixtures," "proceeds,"  "products,"  "documents,"
"financial assets" and "investment property") are used herein as therein defined
as of such date.  This Agreement may be executed in any number of  counterparts,
all of which taken together shall  constitute one and the same  instrument,  and
any of the  parties  hereto may  execute  this  Agreement  by  signing  any such
counterpart.

            SECTION 21.  Severability.  The  provisions  of this  Agreement  are
independent  of and separable from each other,  and no such  provision  shall be
affected or rendered invalid or unenforceable by virtue of the fact that for any
reason any other such provision may be invalid or  unenforceable  in whole or in
part.

            IN WITNESS  WHEREOF,  Obligor,  intending to be legally  bound,  has
executed or caused the execution of this  Agreement,  under seal, as of the date
first above written.


                                    SONICS & MATERIALS, INC.


                                    By:_____________________________________
                                          Name:
                                          Title:


                                    Per pro. BROWN BROTHERS HARRIMAN & CO.


                                    By:_____________________________________



<PAGE>








PHTRANS:169334_4.WP5
                                  SCHEDULE 1


Locations of chief place of business and executive office:

Prior to May 1, 1998:                On or After May 1, 1998:

Sonics & Materials, Inc.             Sonics & Materials, Inc.
West Kenosia Avenue                  55 Church Hill Road
Danbury, CT  06810                   Newtown, CT  06470


Locations  of  records  concerning  Receivables,  financial  assets,  investment
property, originals of chattel paper:

Prior to May 1, 1998:                On or After May 1, 1998:

Sonics & Materials, Inc.             Sonics & Materials, Inc.
West Kenosia Avenue                  55 Church Hill Road
Danbury, CT  06810                   Newtown, CT  06470


Locations of Inventory and Equipment:

Prior to May 1, 1998:                On or After May 1, 1998:

Sonics & Materials, Inc.             Sonics & Materials, Inc.
West Kenosia Avenue                  55 Church Hill Road
Danbury, CT  06810                   Newtown, CT  06470

In  addition,  at all  times on or after  the date of this  Security  Agreement,
Inventory and Equipment is located at the following additional locations:

TOOLTEX                              ULTRA SONIC SEAL
6160 Seeds Road                      368 Turner Way
Grove City, OH  43123-8603           Aston, PA  19014

SONICS & MATERIALS, INC.             SONICS & MATERIALS, INC.
501 Weston Ridge Drive               22 Chemin du Vernay
Naperville, IL  60563                CH-1196 Gland
                                     Switzerland