================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                         -------------------------------
                                   FORM 10-QSB
                         -------------------------------

(Mark One)

   [X]   Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                       OR

   [ ]   Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                         COMMISSION FILE NUMBER: 0-20753


                            SONICS & MATERIALS, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           DELAWARE                                              06-0854713
-------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                               53 CHURCH HILL ROAD
                           NEWTOWN, CONNECTICUT 06470
                    ----------------------------------------
                    (Address of principal executive offices)


                         TELEPHONE NUMBER (203)270-4600
                ------------------------------------------------
                (Issuer's telephone number, including area code)


         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days:
                 Yes  [X]                 No  [ ]

         As of May 14, 2002, there were 3,520,100 shares of the Registrant's
Common Stock outstanding.

         Transitional Small Business Disclosure Format (Check one):
                 Yes  [ ]                 No  [X]

================================================================================
<PAGE>




PART I - FINANCIAL INFORMATION                                          PAGE NO.

         Item 1.  Financial Statements *

                  Consolidated Condensed Balance Sheets -
                      March 31, 2002 and June 30, 2001.....................  3

                  Consolidated Condensed Statements of Operations -
                      For the Three and Nine Months Ended March 31,
                      2002 and 2001........................................  4

                  Consolidated Condensed Statements of Cash Flows -
                      For the Nine Months Ended March 31, 2002 and 2001....  5

                  Notes to Consolidated Condensed Financial Statements.....  6


         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations......................  7


PART II - OTHER INFORMATION


         Item 6.  Exhibits and Reports on Form 8-K.........................  9



SIGNATURES................................................................. 10


INDEX TO EXHIBITS.......................................................... 11






* The Balance Sheet at June 30, 2001 has been taken from the audited financial
statements at that date. All other financial statements are unaudited.
<PAGE>
                            SONICS & MATERIALS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE><CAPTION>
                                                                    AS OF
                                                                  MARCH 31,          JUNE 30,
                                                                    2002               2001
                                                                ------------       ------------
                                                                 (Unaudited)             *
<S>                                                             <C>                <C>
                                     ASSETS
CURRENT ASSETS
   Cash and cash equivalents                                    $  1,193,706       $    820,835
   Accounts receivable, net of allowance for doubtful
      accounts of $35,793 at March 31, 2002 and $53,470
      at June 30, 2001                                             1,301,502          1,335,861
   Inventories                                                     3,601,062          3,961,383
   Other current assets                                               98,497             65,788
                                                                ------------       ------------
        Total current assets                                       6,194,767          6,183,867

PROPERTY PLANT & EQUIPMENT - NET                                     439,625          3,754,724

OTHER ASSETS                                                         221,761            618,925
                                                                ------------       ------------
        Total Assets                                            $  6,856,153       $ 10,557,516
                                                                ============       ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Note payable - bank                                          $    390,000       $  1,190,000
   Current maturities of long-term debt                               88,896            186,781
   Accounts payable                                                  396,584            347,580
   Customer advances                                                 137,274            147,535
   Commissions payable                                                70,030             76,903
   Accrued expenses                                                  338,297            452,734
                                                                ------------       ------------
        Total current liabilities                                  1,421,081          2,401,533

LONG-TERM DEBT                                                        71,823          3,381,460

DEFERRED GAIN ON SALE OF REAL ESTATE                                 311,480                 --
                                                                ------------       ------------
        Total liabilities                                          1,804,384          5,782,993

STOCKHOLDERS' EQUITY
   Common stock - par value $.03 per share; authorized,
      10,000,000 shares; issued and outstanding, 3,520,100
      shares at March 31, 2002 and June 30, 2001                     105,603            105,603
   Additional paid in capital                                      6,575,010          6,575,010
   Retained earnings (accumulated deficit)                        (1,628,844)        (1,906,090)
                                                                ------------       ------------
        Total stockholders' equity                                 5,051,769          4,774,523
                                                                ------------       ------------
        Total liabilities and stockholders' equity              $  6,856,153       $ 10,557,516
                                                                ============       ============
</TABLE>
* Taken from the audited financial statements at June 30, 2001.



        The accompanying notes are an integral part of these statements.

                                        3
<PAGE>
                            SONICS & MATERIALS, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (unaudited)



<TABLE><CAPTION>
                                                       FOR THE THREE MONTHS ENDED            FOR THE NINE MONTHS ENDED
                                                                MARCH 31,                             MARCH 31,
                                                     -------------------------------       -------------------------------
                                                         2002               2001               2002               2001
                                                     ------------       ------------       ------------       ------------
<S>                                                  <C>                <C>                <C>                <C>
Net sales                                            $  2,310,081       $  2,791,109       $  7,035,275       $  8,521,052
Cost of sales                                           1,380,118          1,689,529          4,275,178          5,295,735
                                                     ------------       ------------       ------------       ------------

Gross profit                                              929,963          1,101,580          2,760,097          3,225,317
                                                     ------------       ------------       ------------       ------------

Operating expenses
  Selling expense                                         515,790            534,784          1,367,168          1,977,973
  General and administrative                              265,601            335,281            694,051            949,931
  Research and development                                105,824             98,168            305,483            289,253
                                                     ------------       ------------       ------------       ------------

     Total operating expenses                             887,215            968,233          2,366,702          3,217,157
                                                     ------------       ------------       ------------       ------------

Operating income (loss)                                    42,748            133,347            393,395              8,160
                                                     ------------       ------------       ------------       ------------

Other income (expense)
  Gain on sale of real estate                               8,418                 --             25,255                 --
  Interest expense                                         (5,967)           (87,936)          (103,724)          (285,225)
  Other income (expense)                                    1,584              5,711             13,252              2,988
                                                     ------------       ------------       ------------       ------------
                                                            4,035            (82,225)           (65,217)          (282,237)
                                                     ------------       ------------       ------------       ------------

Income (loss) before provision for income taxes            46,783             51,122            328,178           (274,077)

Provision for income taxes                                 22,000             35,777             50,933             35,664
                                                     ------------       ------------       ------------       ------------
Net income (loss)                                    $     24,783       $     15,345       $    277,245       ($   309,741)
                                                     ============       ============       ============       ============



BASIC AND DILUTED INCOME (LOSS) PER SHARE

Net income (loss) per share                          $       0.01       $      0.004       $       0.08       ($      0.09)

Weighted average number of shares outstanding           3,520,100          3,520,100          3,520,100          3,520,100
</TABLE>

                                        4
<PAGE>
                            SONICS & MATERIALS, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (unaudited)




<TABLE><CAPTION>
                                                                 FOR THE NINE MONTHS ENDED MARCH 31,
                                                                 ----------------------------------
                                                                     2002                  2001
                                                                 ------------          ------------
<S>                                                              <C>                   <C>
Net cash provided by operations                                  $    586,260          $    186,172

Net cash provided by (used in) investing activities                 3,968,484               (55,128)

Net cash used in financing activities                              (4,181,873)             (163,556)
                                                                 ------------          ------------

Net increase (decrease) in cash for the period                        372,871               (32,512)

Cash and cash equivalents - at beginning of period                    820,835               728,994
                                                                 ------------          ------------

Cash and cash equivalents - at end of period                     $  1,193,706          $    696,482
                                                                 ============          ============


Cash paid during period for:
     Interest                                                    $     72,140          $    312,481
     Income taxes                                                $     26,408          $          0
</TABLE>



                                        5
<PAGE>
                            SONICS & MATERIALS, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (Unaudited)


NOTE 1:  BASIS OF PRESENTATION
The accompanying financial statements for the interim periods are unaudited and
reflect all adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair presentation of the
financial position and operating results for the interim periods. These
financial statements should be read in conjunction with the financial statements
and notes thereto, together with the management's discussion and analysis,
contained on Form 10-KSB for the year ended June 30, 2001. The results of
operations for the three and nine months ended March 31, 2002 are not
necessarily indicative of the results for the entire fiscal year ending June 30,
2002.

The accompanying financial statements reflect the consolidated operations of
Sonics & Materials, Inc. and its wholly-owned subsidiary, Tooltex, Inc. through
the date of the sale of 90% of the common stock of Tooltex, Inc. on August 21,
2001. All significant intercompany accounts and transactions have been
eliminated in consolidation.

NOTE 2:  SALE OF TOOLTEX, INC. STOCK
On August 21, 2001, the Company sold a 90% interest in the stock of Tooltex to
PK Spur Co. (PK), an Ohio corporation owned by the president of Tooltex, and his
wife. In consideration, PK issued a $125,000 promissory note, payable in 23
installments of $2,000 including interest at 7% per annum commencing in October
2001, with a final balloon payment of outstanding principal and accrued
interest. The note is guaranteed by the president of Tooltex, and is secured by
a security interest in certain Tooltex assets. In conjunction with the sale, the
Company and Tooltex entered into a representation and distribution agreement
pursuant to which Tooltex will sell and distribute the Company's products.

The Company changed the accounting for its investment in Tooltex from the
consolidation to the cost method, effective on the date of sale. Tooltex
reported sales of approximately $90,000 and a net loss of approximately $25,000
in the quarter ended September 30, 2001.

NOTE 3:  SALE OF COMPANY FACILITY
On August 31, 2001, the Company sold to Acme Realty (Acme), a New York general
partnership, its manufacturing facility located in Newtown, Connecticut for
$4,000,000 in cash, less expenses of $244,000. The Company used the proceeds to
pay outstanding Industrial Revenue Bond principal and accrued interest totaling
$3,289,000, and to increase working capital. In conjunction with the sale, the
Company entered into a triple net lease with Acme for an initial term of ten
years plus two five-year renewal options. The Company recorded a deferred gain
on the sale of $337,000, which will be amortized over the lease term.

Following is a schedule of minimum lease payments due under the operating lease
for the property:

                      Years ending June 30,

                      2002                           $  328,292
                      2003                              323,185
                      2004                              316,813
                      2005                              326,522
                      2006                              336,304
                      Thereafter                      1,903,843
                                                     ----------
                                                     $3,534,959
                                                     ----------

NOTE 4:  NET INCOME PER SHARE
Net income per share is based on the weighted average number of common and
common equivalent shares outstanding during the period, calculated using the
treasury stock method. Stock options of which approximately 346,000 are
currently outstanding, are antidilutive for all periods and accordingly, are not
included in the per share computations.

                                        6
<PAGE>
NOTE 5:  INCOME TAXES
The effective tax rate for the nine months ended March 31, 2002 was 15.5% due to
the utilization of regular net operating loss carryovers of $168,000 and federal
tax credits of $6,000. These tax benefits had previously been subject to
deferred tax valuation allowances. The Company also has available capital loss
carryovers to offset the entire capital gain income recognized on the sale of
real estate in August 2001. The gain is being amortized for financial
reporting purposes over the term of the related lease, but will be recognized in
full as of the transaction date for income tax purposes.

Any statements in this filing that are not statements of historical fact are
forward-looking statements that are subject to a number of important risks and
uncertainties that could cause actual results to differ materially.
Specifically, any forward looking statements in this filing related to the
Company's objective for future growth, profitability and financial returns are
subject to a number of risks and uncertainties, including, but not limited to,
risks related to a growing market demand for Sonics' existing and new products,
continued growth in sales and market share of Sonics and its USS products,
pricing, market acceptance of existing and new products, a fluctuation in the
sales product mix, general economic conditions, competitive products, and
product technology development. There can be no assurance that such objectives
will be achieved.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

The following information should be read in conjunction with the unaudited
financial statements included herein, see Item 1, and the financial information
contained in the Company's latest annual report on Form 10-KSB for the year
ended June 30, 2001.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2001.

NET SALES. Net sales for the quarter ended March 31, 2002 decreased $481,000 or
17.2% compared with the same quarter in fiscal year 2001. This decrease, which
resulted from the elimination of Tooltex, Inc. revenues (Tooltex, Inc. was sold
in August 2001), was partially offset by an increase in plastics assembly
product sales.

COST OF SALES AND GROSS PROFITS. Cost of sales decreased from 60.5% in the three
months ended March 31, 2001 to 59.7% for the three months ended March 31, 2002.
While the overall cost of sales percentage change was not material, current
quarter margins were improved as a result of the elimination of lower-margin
Tooltex products.

SELLING EXPENSES. Selling expenses for the third quarter of fiscal 2002
decreased $19,000 or 3.6% compared with the same quarter in fiscal 2001. After
removing the effect of Tooltex, Inc. activity in the quarter ended March 31,
2001, selling expenses increased by $49,000 in the current quarter. The increase
was caused principally by rent expenses associated with the sale and leaseback
of the Company's manufacturing facility. These costs were partially offset by
lower tradeshow expenses.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses for the
third quarter of fiscal 2002 decreased $80,000 or 23.8% compared with the third
quarter of the prior fiscal year. Virtually all of this decrease resulted from
the sale of Tooltex, Inc. in August 2001.

INTEREST EXPENSE. Interest expense decreased by $82,000 compared with the same
period in fiscal year 2001. The savings in interest resulted from the
elimination of Industrial Revenue Bond indebtedness resulting from the sale of
real estate in August 2001, as well as lower borrowing levels and a significant
decline in interest rates which reduced interest costs associated with the
Company's line of credit facility.

INCOME TAXES.

The effective tax rate for the three months ended March 31, 2002 was 38.7% due
to the computation of federal and state tax expense at regular statutory rates
without the benefit of federal loss carryforwards and tax credits that were
applied in full against earnings in the first six months of fiscal 2002. The
Company has available capital loss carryovers to offset the entire capital gain
income recognized on the sale of real estate in August 2001. The gain is being
amortized for financial reporting purposes over the term of the related lease,
but will be recognized in full as of the transaction date for income tax
purposes.

Future taxable income in fiscal 2002 will be subject to an effective tax rate in
the range of 40%-45%.
                                        7
<PAGE>
NINE MONTHS ENDED MARCH 31, 2002 COMPARED TO THEN NINE MONTHS ENDED MARCH 31,
2001.

NET SALES. Net sales for nine months ended March 31, 2002 decreased $1,486,000
or 17.4% compared to the prior comparable period. The decline resulted from the
elimination of Tooltex, Inc. revenues as a result of the sale of that subsidiary
in August 2001.

COST OF SALES AND GROSS PROFITS. Cost of sales decreased from 62.1% for the nine
months ended March 31, 2001 to 60.8% for the nine months ended March 31, 2002.
Accordingly, gross margins improved from 37.9% to 39.2%. The elimination of the
lower-margin Tooltex product line as well as savings from the full realization
of cost cutting measures begun in the second quarter of fiscal year 2001
accounted for this improvement.

SELLING EXPENSES. Selling expenses decreased $611,000 or 30.9% compared with the
same period of the prior year. This decrease took place in the areas of payroll,
commissions, advertising and promotional costs as well as a result of the sale
of Tooltex, Inc. in August, 2001. Partially offsetting these decreases were rent
expenses associated with the sale and leaseback of the Company's manufacturing
facility.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses for the
nine months ended March 31, 2002 decreased $256,000 or 26.9% compared with the
comparable period of the prior fiscal year. The principal reason for this
decline was the elimination of Tooltex, Inc. general and administrative costs.

INTEREST EXPENSE. Interest expense decreased $182,000 in the nine months ended
March 31, 2002. The savings in interest resulted from the elimination of
Industrial Revenue Bond indebtedness as a result of the sale of real estate in
August 2001 as well as lower borrowing levels and a significant decline in
interest rates which reduced interest costs associated with the Company's line
of credit facility.

INCOME TAXES.

The effective tax rate for the nine months ended March 31, 2002 was 15.5% due to
the utilization of regular net operating loss carryovers of $168,000 and federal
tax credits of $6,000. These tax benefits had previously been subject to
deferred tax valuation allowances. The Company also has available capital loss
carryovers to offset the entire capital gain income recognized on the sale of
real estate in August 2001. The gain is being amortized for financial reporting
purposes over the term of the related lease, but will be recognized in full as
of the transaction date for income tax purposes.

Future taxable income in fiscal 2002 will be subject to an effective tax rate in
the range of 40%-45%.

The Company did not provide for the tax benefit of net operating losses incurred
during the comparable 2000 period due to uncertainty as to their realization.

LIQUIDITY AND CAPITAL RESOURCES

The Company's balance sheet continued to strengthen during the current period.
Contributing to the improved balance sheet is the Company's return to
profitability which is in part, due to the cost cutting measures taken beginning
in the second quarter of fiscal year 2001, the sale of the Company's
manufacturing facility in Newtown, CT, and the sale of Tooltex, Inc.

Working capital increased by $983,000 between June 30, 2001 and March 31, 2002.
Cash amounted to $1,194,000 at March 31, 2002, an increase of $373,000 over the
fiscal year end close. The note payable to the Company's bank was reduced by
$800,000 during this same period of time.

The Company's debt/equity ratio, during the nine months ended March 31, 2002
also improved, declining from 1.2 times to 0.4 times.

The Company's principal outside source of working capital is a $1,500,000 bank
credit facility (the "Line of Credit"). The Line of Credit bears interest at the
bank's base lending rate (4.75% at March 31, 2002). Advances under the Line of
Credit are at the bank's sole discretion. The entire principal balance of the
Line of Credit, which at March 31, 2002 was $390,000, is due and payable upon

                                        8
<PAGE>
the demand of the bank. The borrowings under the Line of Credit may be prepaid
in whole or in part, without premium or penalty, at any time. Indebtedness under
the Company's Line of Credit and the term loan are secured by substantially all
of the assets of the Company. The credit agreement also subjects the Company to
various covenants, including restrictions on future borrowings and encumbrances,
and the maintenance of minimum tangible net worth, leverage and fixed charge
coverage ratios, as defined. The Company met its covenants as of March 31, 2002.

IMPACT OF INFLATION

The Company does not believe that inflation significantly affected its results
of operations for the current fiscal quarter.

MARKET RISK

The Company does not hold or trade derivative instruments. Financial instruments
subject to changes in interest rates consist primarily of floating rate debt.
Due to the repayment in August 2001 of its Industrial Development Bonds, the
Company's exposure to interest rate fluctuations is not material. The Company's
transactions are generally conducted and its accounts are denominated in U.S.
dollars. Consequently, exposure to foreign risk is not significant.

RECENTLY ISSUED PRONOUNCEMENTS

In June 2001, the FASB issued SFAS No. 141, Business Combinations, which
addressed the initial recognition and measurement of goodwill and other
intangible assets acquired in a business combination. SFAS No. 141 requires the
purchase method of accounting to be used for business combinations initiated
after June 30, 2001 and eliminates the pooling of interest method. The adoption
of this statement is not expected to have a material impact on the Company's
financial position or results of operations.

In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets, which addressed the recognition and measurement of goodwill and other
intangible assets subsequent to their acquisition. SFAS No. 142 also addressed
the initial recognition and measurement of intangible assets acquired outside of
a business combination whether acquired individually or with a group of other
assets. SFAS No. 142 provides that intangible assets with finite useful lives be
amortized and that intangible assets with indefinite lives and goodwill will not
be amortized, but will rather be tested at least annually for impairment.
Although SFAS No. 142 is not required to be adopted by the Company until fiscal
2003, its provisions must be applied to goodwill and other intangible assets
acquired after June 30, 2001. As of December 31, 2001, the Company does not have
any goodwill or other intangible assets relating to business combinations that
were accounted for under APB Opinion No. 16. Accordingly, the adoption of SFAS
No. 142 is not expected to have a material impact on the Company's financial
position or results of operations.

Item 6.  Exhibits and Reports on Form 8K.

(a) Exhibits.

3(i)     Certificate of Incorporation of the Registrant, as amended
         (incorporated by reference from Exhibit 3.1 of Amendment No. 3 to
         Registration Statement No. 33-96414).

3(ii)    Amended By-laws of the Registrant (incorporated by reference from
         Exhibit 3.2 of Registration Statement No. 33-96414).

10(i)    Form of Employment Agreement between the Registrant and Robert S.
         Soloff (incorporated by reference from Exhibit 10.1 of Registration
         Statement No. 33-96414).

10(ii)   1995 Incentive Stock Option Plan and form of Stock Option Agreement
         (incorporated by reference from Exhibit 10.3 of Registration Statement
         No. 33-96414).

10(iii)  Lease between Registrant and Aston Investment Associates (Aston, PA)
         (incorporated by reference from Exhibit 10.5 of Registration Statement
         No. 33-96414).

10(iv)   Lease between Registrant and Janine Berger (Gland, Switzerland)
         (incorporated by reference from Exhibit 10.7 of Registration Statement
         No. 33-96414).

10(v)    Form of Sales Representation Agreement (incorporated by reference from
         Exhibit 10.8 of Registration Statement No. 33-96414).

                                        9
<PAGE>
10(vi)   Form of Sales Distribution Agreement (incorporated by reference from
         Exhibit 10.9 of Registration Statement No. 33-96414).

10(vii)  Credit Agreement, dated September 19, 1997, between Brown Brothers
         Harriman & Co. and Registrant ( incorporated by reference from Exhibit
         10(xii) of the Registrant's Form 10KSB for the year ended June 30,
         1997).

10(viii) Term Loan Note of Registrant, dated September 19, 1997; payable to the
         order of Brown Brothers Harriman & Co. in the original principal amount
         of $427,000 (incorporated by reference from Exhibit 10(xiii) of the
         Registrants Form 10KSB for the year ended June 30, 1997).

10(ix)   Line of Credit Note of Registrant, dated September 19, 1997, payable to
         the order of Brown Brothers Harriman & Co. in the original principal
         amount of $1,500,000 (incorporated by reference from Exhibit 10(xiv) of
         the Registrants Form 10KSB for the year ended June 30, 1997).

10(x)    General Security Agreement from Registrant to Brown Brothers Harriman &
         Co. dated September 19, 1997 (incorporated by reference from Exhibit
         10(xvii) of the Registrants Form 10KSB for the year ended June 30,
         1997).

10(xi)   Lease between Registrant and Acme Realty, dated August 30,
         2001(incorporated by reference from Registrant's Form 10-KSB for the
         year ended June 30, 2001).

10(xii)  Stock Purchase Agreement by and between PK Spur Co., and Sonics &
         Materials, Inc., with Respect to 90% of the Issued and Outstanding
         Shares of Common Stock of Tooltex, Inc., dated August 21,
         2001(incorporated by reference from Registrant's Form 10KSB for the
         year ended June 30, 2001).


(b)
       On August 27, 2001, the Company filed a Current Report on Form 8-K
announcing the sale of 90% of the Common Stock of Tooltex to PK Spur, Co.

       On August 31, 2001, the Company filed a Current Report on Form 8-K
announcing the Sale-Leaseback of the Company's Newtown, Connecticut
Manufacturing Facility.

       On September 14, 2001, the Company filed a Current Report on Form 8-K
disclosing the disposition of its facility in Newtown, Connecticut.



                                   SIGNATURES

       In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                      SONICS & MATERIALS, INC.

Date:  May 14, 2002                                   By  /s/ Robert S. Soloff
       ------------                                       --------------------
                                                          Robert S. Soloff,
                                                          President



                                       10
<PAGE>

                                  EXHIBIT INDEX

<TABLE><CAPTION>
                                                                                       LOCATION OF EXHIBIT IN
EXHIBIT NO.                        DESCRIPTION                                       SEQUENTIAL NUMBERING SYSTEM
-----------                        -----------                                       ---------------------------
<S>         <C>                                                               <C>
3(i)        Certificate of Incorporation of the Registrant, as amended.       Incorporated by reference from Exhibit 3.1 of
                                                                              Amendment No. 3 to Registration Statement No. 33-96414

3(ii)       Amended By-laws of the Registrant.                                Incorporated by reference from Exhibit 3.2 of
                                                                              Registration Statement No. 33-96414

10(i)       Form of Employment Agreement between the Registrant and           Incorporated by reference from Exhibit 10.1 of
            Robert S. Soloff.                                                 Registration Statement No. 33-96414

10(ii)      1995 Incentive Stock Option Plan and form of Stock Option         Incorporated by reference from Exhibit 10.3 of
            Agreement.                                                        Registration Statement No. 33-96414

10(iii)     Lease between Registrant and Aston Investment Associates          Incorporated by reference from Exhibit 10.5 of
            (Aston, PA).                                                      Registration Statement No. 33-96414

10(iv)      Lease between Registrant and Janine Berger (Gland,                Incorporated by reference from 10.7 of
            Switzerland).                                                     Registration Statement No. 33-96414

10(v)       Form of Sales Representation Agreement.                           Incorporated by reference from Exhibit 10.8 of
                                                                              Registration Statement No. 33-96414

10(vi)      Form of Sales Distribution Agreement.                             Incorporated by reference from Exhibit 10.9 of
                                                                              Registration Statement No. 33-96414

10(vii)     Credit Agreement, dated September 19, 1997, between Brown         Incorporated by reference from Exhibit 10(xii) of the
            Brothers Harriman & Co. and Registrant                            Registrant's Form 10-KSB for the year ended
                                                                              June 30, 1997

10(viii)    Term Loan Note of Registrant, dated September 19, 1997,           Incorporated by reference from Exhibit 10(xiii) of the
            payable to the order of Brown Brothers Harriman & Co. in the      Registrant's Form 10-KSB for the year ended
            original principal amount of $427,000.                            June 30, 1997

10(ix)      Line of Credit Note of Registrant, dated September 19, 1997,      Incorporated by reference from Exhibit 10(xiii) of the
            payable to the order of Brown Brothers Harriman & Co. in the      Registrant's Form 10-KSB for the year ended
            original principal amount of $1,500,000.                          June 30, 1997

10(x)       General Security Agreement from Registrant to Brown               Incorporated by reference from Exhibit 10(xvii) of the
            year ended Harriman & Co. dated September 19, 1997.               Registrant's Form 10-KSB for the year ended
                                                                              June 30, 1997

10(xi)      Lease between Registrant and Acme Realty dated August 30,         Incorporated by reference from Registrant's
            2001.                                                             Form 10-KSB for the year ended June 30, 2001.

10(xii)     Stock Purchase Agreement by and between PK Spur co., and          Incorporated by reference from Registrant's
            Sonics & Materials, Inc., with Respect to 90% of the Issued       Form 10-KSB for the year ended June 30, 2001.
            and Outstanding Shares of Common Stock of Tooltex, Inc.,
            dated August 21, 2001
</TABLE>

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