Conmat Technologies Inc – ‘PRE 14A’ for 5/30/02

On:  Monday, 4/22/02   ·   For:  5/30/02   ·   Accession #:  950116-2-802   ·   File #:  0-30166

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Preliminary Proxy Solicitation Material   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Solicitation Material               70    257K 

Document Table of Contents

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SCHEDULE 14A
(Rule 14a-101)

SCHEDULE 14A INFORMATION

 Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant |X|                                                     
Filed by a Party other than the Registrant |_|                                  
Check the appropriate box:                                                      
|X| Preliminary Proxy Statement               |_|  Confidential, For Use of the 
                                                   Commission Only (as permitted
                                          by Rule 14a-6(e)(2))
|_|  Definitive Proxy Statement                                                 
|_|  Definitive Additional Materials                                            
|_|  Soliciting Material Pursuant to Exchange Act Rule 240.14a-11 or 14a-12     

 ConMat Technologies, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):                              
|_|  No Fee Required                                                            
|X|  Fee computed on table below per Exchange Act Rules 14(a)-6(i)(1) and 0-11. 
(1) Title of each class of securities to which investment applies:    
N/A                                         
         -----------------------------------------------------------------------

(2) Aggregate number of securities to which investment applies:       
N/A                                         
         -----------------------------------------------------------------------

(3) Per unit price or other underlying value of investment computed   
        pursuant to Exchange Act Rule 0-11: (set forth the amount on which the
filing fee is calculated and state how it was determined.)    
                 $1,650,000 - estimated amount of purchase price under License
and Asset Purchase Agreement                
         -----------------------------------------------------------------------

(4) Proposed maximum aggregate value of investment:                   
N/A                                         
         -----------------------------------------------------------------------

(5) Total Fee paid                                                    
$330.00                                     
         -----------------------------------------------------------------------

|_| Fee paid previously with preliminary materials.                             

|_| Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid        
previously. Identify the previous filing by registration statement number, or   
the Form or Schedule and the date of its filing.                                

(1) Amount Previously Paid:                                           

(2) Form, Schedule or Registration Statement No.:                     

(3) Filing Party:                                                     

(4) Date Filed:                                                       

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 ConMat Technologies, Inc.
Franklin Avenue and Grant Street
Phoenixville, PA 19460

                                                          ________, 2002

DEAR FELLOW SHAREHOLDER:                                                        

       You are cordially invited to attend a special meeting of shareholders
(the "Special Meeting") of ConMat Technologies, Inc. ("ConMat") to be held on   
_________, 2002 at 10:00 a.m., local time at the offices of Klehr, Harrison,    
Harvey, Branzburg & Ellers LLP, 260 South Broad Street, Philadelphia,           
Pennsylvania.                                                                   

    Details of the business to be conducted at the Special Meeting are
given in the attached Notice of Special Meeting and Proxy Statement.            

       We look forward to seeing you at the Special Meeting and we urge your
favorable vote on the proposals in this Proxy Statement.                        

      Whether or not you are planning to attend, we urge you to return the
enclosed proxy at your earliest convenience.                                    

                Sincerely,

                              /s/ Edward F. Sager, Jr.
                                           -------------------------------------
                          Edward F. Sager, Jr.
               President

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 ConMat Technologies, Inc.
Franklin Avenue and Grant Street
Phoenixville, PA 19460

 -------------------------

 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

 To Be Held On _________, 2002

To the Shareholders of ConMat Technologies, Inc. ("ConMat"):                    

A special meeting of shareholders (the "Special Meeting") of ConMat will be held
on _________, 2002, at 10:00 a.m., local time at the offices of Klehr, Harrison,
Harvey, Branzburg & Ellers LLP, 260 South Broad Street, Philadelphia,           
Pennsylvania, for the following purposes:                                       

o   To consider and vote upon a proposal to approve the sale of all of
       Polychem's product lines of custom engineered plastic molded products
     and certain related assets (the "Sale") pursuant to the License and
        Asset Purchase Agreement, dated March 20, 2002 (the "License and Asset
    Purchase Agreement"), by and among ConMat, Polychem Corporation, a
  Pennsylvania corporation and a wholly owned subsidiary of ConMat
   ("Polychem") and Ecesis LLC, a Delaware limited liability company
("Ecesis");                                                   

o   To consider and vote upon a plan of liquidation and dissolution of
   Polychem (the "Liquidation") that will authorize: (i) the sale of
         Polychem's remaining assets after the closing of the Sale on such terms
      and conditions as the Board of Directors deems appropriate, (ii) the
       distribution of any proceeds to ConMat after payment of the Company's
  creditors, and (iii) the dissolution of Polychem pursuant to the
Pennsylvania Business Corporation Law; and                    

     o   To transact such other business as may properly come before the Special
Meeting and any or all adjournments or postponements thereof. 

The Sale and the Liquidation will result in the sale of substantially all of the
operating assets of Polychem, ConMat's sole subsidiary. The License and Asset   
Purchase Agreement provides that the closing of the Sale requires the approval  
of the shareholders of ConMat. The approval of the Sale will require the        
affirmative vote of a majority of the outstanding shares of ConMat common stock 
who are entitled to vote at the Special Meeting.                                

Ecesis is a Delaware limited liability company that was formed to purchase      
Polychem's product lines. Two of ConMat's former directors and officers, Paul A.
DeJuliis and Richard R. Schutte, are members of Ecesis. Odyssey Capital Group,  
L.P., a former shareholder of ConMat, is also a member of Ecesis.               

Director Edward F. Sager, Jr. (the "Independent Director"), was authorized by   
the Board of Directors to negotiate the License and Asset Purchase Agreement on 
behalf of ConMat and to consider the fairness of the proposed agreement to the  
shareholders of ConMat. The Independent Director is not a member of Ecesis and  
was not an employee of ConMat prior to March 13, 2002.                          

Ogorek & Company has issued a fairness opinion to the effect that the Sale is   
fair to ConMat's shareholders. A copy of the fairness opinion is included as    
Annex B to the accompanying Proxy Statement.                                    

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Based upon the recommendation of the Independent Director and the fairness      
opinion, the Board of Directors recommends that the shareholders of ConMat vote 
"FOR" the approval and adoption of the Sale.                                    

In addition, the Board of Directors recommends that the shareholders of ConMat  
vote "FOR" the Liquidation.                                                     

Under Florida law, the holders of ConMat common stock have a right to dissent   
from approving the Sale and the Liquidation and receive the "fair value" of     
their shares upon compliance with the requirements of the Florida Business      
Corporation Act. This right is explained more fully under "Dissenters Rights" in
the accompanying Proxy Statement. The dissenters' rights provisions of Florida  
law are included as Annex E to the accompanying Proxy Statement.                

Please refer to the accompanying Proxy Statement for a more complete description
of the matters to be considered at the Special Meeting. The Board of Directors  
of ConMat has fixed the close of business on May 1, 2002 as the record date for 
determining the shareholders entitled to receive notice of and to vote at the   
Special Meeting and at any and all adjournments or postponements thereof.       

Management welcomes your attendance at the Special Meeting. Whether or not you  
expect to attend the Special Meeting in person, you are requested to complete,  
sign, date and promptly return the enclosed proxy in the accompanying           
postage-paid envelope. The prompt return of your proxy will save expenses       
involved in further communication. Your proxy will not affect your right to vote
in person if you attend the Special Meeting.                                    

                                      By Order of the Board of Directors

                            /s/ Edward F. Sager, Jr.
                                          --------------------------------------
                    Edward F. Sager,
             President

 Your vote is important.
To vote your shares, please sign, date and
complete the enclosed proxy and mail it promptly
in the enclosed, postage paid return envelope.

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 TABLE OF CONTENTS

Summary Term Sheet........................................................   1  

VOTING AT THE ANNUAL MEETING; REVOCATION OF PROXIES.......................   3  

ADDITIONAL INFORMATION....................................................   4  

SOLICITATION OF PROXIES...................................................   4  

FORWARD LOOKING STATEMENTS................................................   4  

PROPOSAL I APPROVAL OF LICENSE AND ASSET PURCHASE AGREEMENT...............   5  

PROPOSAL II APPROVAL OF PLAN OF LIQUIDATION AND DISTRIBUTION FOR POLYCHEM.. 13  

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS..............   15  

OTHER SHAREHOLDER MATTERS ...............................................   17  

OTHER BUSINESS...........................................................   18  

Annex A - License and Asset Purchase Agreement, Dated as of March 20, 2002 By   
 and Among ConMat Technologies, Inc., Polychem Corporation and
Ecesis LLC                                                  

Annex B - Fairness Opinion of Ogorek & Company                                  

Annex C - Settlement Agreement dated as of October 25, 2001 and modified        
December 5, 2001 among ConMat Technologies, Inc., Polychem  
      Corporation, Paul A. DeJuliis, Esq., as the Chapter 11 Trustee for
The Eastwind Group, Inc.                                    

Annex D - Plan of Liquidation and Distribution for Polychem Corporation         

Annex E - Florida Law related to Dissenter's Rights                             

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 ConMat Technologies, Inc.
Franklin Avenue and Grant Street
Phoenixville, PA 19460

------------------------------

 PROXY STATEMENT

------------------------------

     The enclosed proxy is solicited by the Board of Directors of ConMat
Technologies, Inc., a Florida corporation ("ConMat"), for use at a special      
meeting of shareholders (the "Special Meeting") of ConMat to be held on         
_________, 2002, at 10:00 a.m., local time, at the offices of Klehr, Harrison,  
Harvey, Branzburg & Ellers LLP, 260 South Broad Street, Philadelphia,           
Pennsylvania, or any adjournments or postponements thereof. This Proxy Statement
and accompanying proxy are first being mailed to ConMat's shareholders on or    
about _________, 2002.                                                          

Summary Term Sheet

      This section summarizes selected information about the proposed sale
(the "Sale") of the product lines of Polychem Corporation, a wholly owned       
subsidiary of ConMat ("Polychem"), to Ecesis LLC ("Ecesis") and the subsequent  
liquidation and distribution of the remaining assets of Polychem (the           
"Liquidation"), each of which are more fully set forth in this Proxy Statement. 
This section may not contain all of the information that is important to you. To
more fully understand the Sale and the Liquidation, we strongly encourage you to
read carefully this entire Proxy Statement. A copy of the License and Asset     
Purchase Agreement is included as Annex A to this Proxy Statement. A copy of the
Plan of Liquidation adopted by the Board of Directors of Polychem is included as
Annex D to this Proxy Statement.                                                

                                                        [Enlarge/Download Table]

                                                                                                  
The Sale:        ConMat's wholly owned subsidiary Polychem has agreed to sell its molded plastics 
(See page 7)     product lines to Ecesis pursuant to the terms of the License and Asset Purchase  
                 Agreement. Ecesis will also assume certain liabilities of Polychem. Prior to     
                 obtaining the approval of ConMat's shareholders to the Sale and the satisfaction 
                 of the other closing conditions, Polychem has licensed to Ecesis the right to    
                 manufacture and market the product lines pursuant to the terms of the License and
                 Asset Purchase Agreement. In the event that ConMat's shareholders do not approve 
                 the Sale, the license will terminate and Polychem will resume direct marketing of
                 the product lines.                                                               

Purchase Price:  Polychem will receive approximately $1,650,000 from Ecesis for the product lines.
(See page 7)     The purchase price will consist of (i) $500,000 in cash paid at closing of the   
                 Sale, (ii) $1,150,000 pursuant to a promissory note delivered to Polychem and    
                 (iii) 399,826 shares of ConMat's Series C Preferred Stock and warrants to        
                 purchase 382,500 shares of ConMat common stock owned by Ecesis. Polychem intends 
                 to distribute to ConMat the net proceeds from the Sale after satisfaction of its 
                 remaining liabilities pursuant to the Plan of Liquidation.                       


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Polychem:                   Polychem is a Pennsylvania corporation and wholly owned subsidiary of ConMat.    
(See page 7)                Polychem's primary business is the manufacturing and marketing of a variety of   
                            molded plastic products for water treatment plants and other specialty           
                            applications.                                                                    

Ecesis:                     Ecesis is a Delaware limited liability company. Two of ConMat's and Polychem's   
(See page 7)                former directors and officers, Paul A. DeJuliis and Richard R. Schutte, are      
                            members of Ecesis. Messrs. DeJuliis and Schutte resigned as directors and        
                            officers of ConMat and Polychem on March 13, 2002 in connection with the         
                            execution of the License and Asset Purchase Agreement.                           

Settlement Agreement:                                                                                        
(See page 10)               ConMat, Polychem and Paul A. DeJuliis are parties to a Settlement Agreement,     
                            dated October 25, 2001 and modified December 5, 2001, with John W. Morris,       
                            Esquire, Chapter 11 Trustee for The Eastwind Group, Inc. (the "Settlement        
                            Agreement"), relating to the settlement of certain claims currently pending      
                            against ConMat, Polychem, Paul A. DeJuliis and/or The Eastwind Group, Inc. Under 
                            the terms of the Settlement Agreement, ConMat has agreed to pay $1,500,000 to    
                            settle various claims asserted against ConMat, Polychem and Mr. DeJuliis. ConMat 
                            intends to use proceeds from the Sale to satisfy its obligations under the       
                            Settlement Agreement. A copy of the Settlement Agreement is included in this     
                            Proxy Statement as Annex C.                                                      

Future Operations:          Following the Sale and Liquidation, ConMat shall continue as a public company and
(See page 6)                the Board of Directors shall actively seek to acquire an interest in one or more 
                            operating businesses that it believes will be profitable to ConMat's             
                            shareholders.                                                                    

Fairness Opinion:           Ogorek & Company has issued a fairness opinion to the effect that the Sale is    
(See page 11)               fair to the shareholders of ConMat. A copy of the fairness opinion is included in
                            this Proxy Statement as Annex B.                                                 

Required Vote:              Holders of a majority of the shares of common stock entitled to vote at the      
(See page 12)               Special Meeting must vote to approve the Sale and Liquidation in order for the   
                            proposals to be approved.                                                        

Recommendation of Board of  The Board of Directors authorized director Edward F. Sager, Jr. (the "Independent
Directors to Sale:          Director"), to act on behalf of ConMat with respect to entering into the License 
(See page 12)               and Asset Purchase Agreement because the other two directors had a conflict of   
                            interest since they were also members of Ecesis. The Independent Director is not 
                            a member of Ecesis and was not an employee of ConMat prior to March 31, 2002. The
                            Independent Director recommended to the Board of Directors that it should approve
                            the License and Asset Purchase Agreement because it is fair to the shareholders  
                            of ConMat. The Board of Directors recommends that the shareholders of ConMat vote
                            "FOR" the approval of the License and Asset Purchase Agreement.                  


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                                                        [Enlarge/Download Table]

                                                                                                     
Plan of Liquidation and     Provided the shareholders of ConMat approve the Sale, following the Sale,
Distribution of Polychem:   Polychem will liquidate its assets and dissolve pursuant to the Plan of  
(See page 13)               Liquidation.                                                             

Recommendation of Board of  The Board of Directors recommend that you vote "FOR" the approval of the 
Directors:                  Liquidation of Polychem.                                                 
(See page 14)                                                                                        


  VOTING AT THE SPECIAL MEETING; REVOCATION OF PROXIES

       The Board of Directors has fixed the close of business on May 1, 2002
as the record date (the "Record Date") for determining the shareholders entitled
to notice of and to vote at the Special Meeting. As of the Record Date there    
were [________] shares of common stock issued and outstanding, each of which is 
entitled to one vote as to all matters to be acted upon at the Special Meeting. 
The presence, in person or by properly executed proxy, of the holders of a      
majority of the common stock entitled to vote at the Special Meeting is         
necessary to constitute a quorum at the Special Meeting. Only shareholders of   
record at the close of business on the Record Date will be entitled to vote at  
the Special Meeting or any adjournments or postponements thereof.               

        Shares of common stock represented at the Special Meeting in person or
by proxy will be counted for the purposes of determining whether a quorum is    
present at the Special Meeting. Shares which abstain from voting as to a        
particular matter will be treated as shares that are present and entitled to    
vote at the Special Meeting for purposes of determining whether a quorum exists,
but will not be counted as votes cast on such matter. Abstentions, therefore,   
will have the same effect as votes against approval of the proposals set forth  
in this Proxy Statement. If a broker or nominee holding stock in "street name"  
indicates on a proxy that it does not have discretionary authority to vote as to
a particular matter ("broker non-votes"), those shares will be treated as       
present and entitled to vote at the Special Meeting for purposes of determining 
whether a quorum exists, but will not be counted as votes cast on such matter.  

All shares of common stock which are entitled to vote and are 
represented at the Special Meeting by properly executed proxies received prior  
to or at the Special Meeting, and not revoked, will be voted at the Special     
Meeting in accordance with the instructions indicated on such proxies. If no    
instructions are indicated (other than in the case of broker non-votes), such   
proxies will be voted for approval and adoption of the proposals set forth in   
this Proxy Statement.                                                           

       The Board of Directors does not intend to bring any matter before the
Special Meeting other than the matters specifically referred to in the notice of
the Special Meeting, nor does the Board of Directors know of any other matter   
which anyone else proposes to present for action at the Special Meeting.        
However, if any other matter is properly brought before the Special Meeting, the
persons named in the accompanying proxy or their duly constituted substitutes   
acting at the Special Meeting will be deemed authorized to vote or otherwise act
thereon in accordance with their judgment on such matter. Proxies indicating a  
vote against the proposals contained herein may not be voted by the persons     
marked in the accompanying proxy or their duly constituted substitutes for      
adjournment of the Special Meeting for the purpose of giving management         
additional time to solicit votes to approve such proposals.                     

     Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by (i)  
filing with the Secretary of ConMat, at or before the taking of a vote at the   
Special Meeting, a written notice of revocation bearing a later date than the   
proxy, (ii) duly executing a later dated proxy relating to the same shares and  
delivering it to the Secretary of ConMat before the taking of a vote at the     
Special Meeting or (iii) attending the Special Meeting and voting in person     

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(although attendance at the Special Meeting will not in and of itself constitute
a revocation of a proxy). Any written notice of revocation or subsequent proxy  
should be sent to ConMat Technologies, Inc., Franklin Avenue and Grant Street,  
Phoenixville, PA 19460, Attention: Corporate Secretary, or hand delivered to the
Secretary of ConMat at or before the taking of the vote at the Special Meeting. 

         Enclosed herewith is a proxy card for use by holders of ConMat's common
stock. Properly executed proxies will be voted in accordance with the           
instructions therein. In the absence of instruction, the shares of common stock 
represented at the Special Meeting by the enclosed proxy will be voted FOR each 
of the proposals set forth herein.                                              

ADDITIONAL INFORMATION

        ConMat will furnish without charge to any shareholder, upon written or
oral request, any documents filed by ConMat pursuant to the Securities Exchange 
Act. Requests for such documents should be addressed to Edward F. Sager, Jr.,   
President, ConMat Technologies, Inc., Franklin Avenue and Grant Street,         
Phoenixville, PA 19460, telephone number (610) 935-0225. Documents filed by     
ConMat pursuant to the Securities Exchange Act may be reviewed and/or obtained  
through the Securities and Exchange Commission's Electronic Data Gathering      
Analysis and Retrieval System, which is publicly available through the          
Securities and Exchange Commission's web site (http://www.sec.gov).             

 SOLICITATION OF PROXIES

  All expenses of ConMat's solicitation of proxies for the Special
Meeting will be borne by ConMat. In addition to solicitation by use of the      
mails, proxies may be solicited from ConMat shareholders by directors, officers 
and employees of ConMat in person or by telephone, telegram or other means of   
communication. Such directors, officers and employees will not be additionally  
compensated, but may be reimbursed for reasonable out-of-pocket expenses in     
connection with such solicitation. ConMat reserves the right to retain a proxy  
solicitation firm for assistance in connection with the solicitation of proxies 
for the Special Meeting should the Board of Directors deem such action prudent. 
Arrangements will also be made with brokerage houses, custodians, nominees and  
fiduciaries for forwarding of proxy solicitation materials to beneficial owners 
of shares held of record by such brokerage houses, custodians, nominees and     
fiduciaries, and ConMat will reimburse such brokerage houses, custodians,       
nominees and fiduciaries for their reasonable expenses incurred in connection   
therewith.                                                                      

FORWARD LOOKING STATEMENTS

         Some of the statements contained in this Proxy Statement discuss future
expectations, contain projections of results of operations or financial         
condition or state other "forward-looking" information. Those statements are    
subject to known and unknown risks, uncertainties and other factors that could  
cause the actual results to differ materially from those contemplated by the    
statements. The forward-looking information is based on various factors and was 
derived using numerous assumptions.                                             

Important factors that may cause actual results to differ from
projections include, for example,                                               

     o    general economic conditions, including their impact on capital
expenditures;                                       
    o    business conditions in the material technology and wastewater
treatment industries;                               
o    the regulatory environment;                              
   o    rapidly changing technology and evolving industry standards;
o    new products and services offered by competitors; and    
o    price pressures.                                         

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   In addition, in this Proxy Statement, the words "believe", "may",
"will", "estimate", "continue", "anticipate", "intend", "expect", "plan", and   
similar expressions, as they relate to the business or management of ConMat or  
Polychem, are intended to identify forward-looking statements.                  

  ConMat undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future      
events or otherwise after the date of this Proxy Statement. In light of these   
risks and uncertainties, the forward-looking events and circumstances discussed 
in this report may not occur and actual results could differ materially from    
those anticipated or implied in the forward-looking statements.                 

PROPOSAL I
APPROVAL OF LICENSE AND ASSET PURCHASE AGREEMENT

        The first Proposal presented to the ConMat shareholders at the Special
Meeting is to consider and approve the License and Asset Purchase Agreement that
provides for the sale of the product lines of ConMat's wholly owned subsidiary, 
Polychem, to Ecesis. Ecesis will also assume certain obligations of Polychem in 
connection with the sale.                                                       

       Two of ConMat's and Polychem's former directors and officers, Paul A.
DeJuliis and Richard R. Schutte, and a former shareholder of ConMat, Odyssey    
Capital Group, L.P., are members of Ecesis.                                     

 ConMat and Polychem plan to use a portion of the purchase price
received from the Sale to satisfy their obligations under the Settlement        
Agreement relating to the settlement of certain claims against ConMat, Polychem 
and Mr. DeJuliis. A copy of the License and Asset Purchase Agreement is included
in this Proxy Statement as Annex A and a copy of the Settlement Agreement is    
included as Annex C.                                                            

Background to the Proposal

     Reason for the Sale. Polychem has been informed by General Electric
Capital Corporation ("GECC") that GECC is unwilling to continue to provide      
working capital financing to Polychem to support its operations. The Board of   
Directors of ConMat does not anticipate that Polychem will be able to obtain    
sufficient capital financing on reasonable terms from another lender to replace 
the GECC financing. Without such financing, Polychem will be unable to continue 
operations. Accordingly, the Board of Directors of ConMat has deemed it in the  
best interest of ConMat and its shareholders to liquidate all of the assets of  
Polychem and satisfy all of its liabilities.                                    

  Ecesis Offer. In July 2001, Paul DeJuliis and Richard R. Schutte
advised the Board of Directors that they were interested in purchasing          
Polychem's product lines. At that time, Mr. DeJuliis was the Chairman of the    
Board of Directors and the Chief Executive Officer of ConMat and Polychem, and  
Mr. Schutte was a director and the President and Chief Operating Officer of     
ConMat and Polychem.                                                            

     On account of the conflict between Messrs. DeJuliis and Schutte and
ConMat and Polychem, on July 17, 2001, the Board of Directors authorized        
director Edward F. Sager, Jr. (the "Independent Director") to act on behalf of  
ConMat and Polychem with respect to the negotiation of the License and Asset    
Purchase Agreement. The Independent Director is not a member of Ecesis and prior
to March 13, 2002, was not an officer or an employee of ConMat or Polychem.     

       On February 19, 2002, ConMat retained Ogorek & Company to opine as to
the fairness of the proposed Sale with respect to ConMat's shareholders.        
Pursuant to its letter dated [_____________], 2002, Ogorek & Company opines that

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the Sale is fair with respect to ConMat's shareholders. A copy of Ogorek &      
Company 's opinion is included as Annex B to this Proxy Statement.              

     Ecesis was formed on November 8, 2001. Messrs. DeJuliis and Schutte
are members of Ecesis, together with Odyssey Capital, L.P., a former shareholder
of ConMat ("Odyssey"), and certain other parties. Odyssey delivered 399,826     
shares of ConMat's Series C Preferred Stock and warrants to purchase 382,500    
shares of ConMat common stock (collectively, the "ConMat Securities") to Ecesis 
in exchange for its membership interest in Ecesis. Ecesis shall deliver to      
Polychem the ConMat Securities as a portion of the purchase price for the Sale  
under the License and Asset Purchase Agreement.                                 

       Messrs. DeJuliis and Schutte resigned from their respective positions
with ConMat and Polychem on March 13, 2002. Kenneth W. Evans, Jr. and John R.   
Toedtman were appointed by the Board of Directors of ConMat to fill the         
vacancies resulting from such resignations on March 13, 2002. As a result of Mr.
DeJuliis' resignation, the 166,667 shares of ConMat's Series B Preferred Stock  
held by Mentor Special Situation Fund, L.P. ("Mentor") are subject to redemption
at Mentor's election at a redemption price of $3.00 per share plus accrued      
dividends (90,000 as of March 31, 2002). Mentor has not exercised its redemption
right as of _________, 2002. Edward F. Sager, Jr. is a general partner of       
Mentor.                                                                         

         On March 20, 2002, the Board of Directors approved the Sale pursuant to
the License and Asset Purchase Agreement on behalf of ConMat and Polychem,      
subject to the approval of ConMat's shareholders.                               

Supply Agreement. Polychem, Ecesis and Ensinger Vekton, Inc.  
("Ensinger") and Putnam Precision Molding, Inc. (collectively with Ensinger,    
"Supplier") entered into a Supply and Equipment Purchase Agreement on March 20, 
2002, pursuant to which Polychem has outsourced the manufacturing of certain of 
its product lines to Supplier. Under the terms of the agreement, Polychem and   
Ecesis agreed to purchase a minimum of $2,500,000 of products from Supplier     
during each year of the agreement. The term of the agreement is five years and  
will renew automatically thereafter for successive one year terms unless        
terminated by one of the parties. In addition, the agreement also provides that 
Polychem will sell to Supplier certain of its manufacturing assets to Supplier  
for a purchase price of $287,000, which amount shall be paid monthly by Supplier
to Polychem's senior secured lender, on Polychem's behalf, at the rate of 15% of
the invoice amount of purchased products. Under the terms of the License and    
Asset Purchase Agreement, Ecesis has agreed to assume all of Polychem's rights  
(other than the right to receive the purchase price of equipment) and           
obligations under this agreement.                                               

        Future Operations. Provided ConMat's shareholders approve the Sale and
the Liquidation, ConMat will oversee the winding up and dissolution of Polychem.
During and after such period, the Board of Directors of ConMat will seek to     
acquire an interest in one or more suitable operating businesses, which may     
include assets or shares of another entity to be acquired by ConMat directly or 
through a subsidiary, that the Board of Directors believes will be profitable to
ConMat and its shareholders.                                                    

 Parties to the Sale

 ConMat Technologies, Inc.
Franklin Avenue and Grant Street
Phoenixville, PA 19460
(610) 935-0225

       ConMat Technologies, Inc. was incorporated in Florida in 1986. ConMat
is not an operating company and does not have significant assets or conduct     

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significant business except through its wholly owned subsidiary, Polychem. In   
December 1998, ConMat acquired Polychem from The Eastwind Group, Inc.           

Polychem Corporation
Franklin Avenue and Grant Street
Phoenixville, PA 19460
(610) 935-0225

       Polychem, a Pennsylvania corporation, is a wholly owned subsidiary of
ConMat. Polychem develops custom engineered plastic molded products which are   
marketed to wastewater treatment plants and other industrial end users.         

Ecesis LLC
Franklin Avenue and Grant Street
Phoenixville, PA 19460
(610) 935-0225

         Ecesis LLC, a Delaware limited liability company, has no operations and
was formed to purchase certain assets of Polychem. Two of ConMat's and          
Polychem's former directors and officers, Paul A. DeJuliis and Richard R.       
Schutte, are members of Ecesis.                                                 

 Terms of the License and Asset Purchase Agreement

      The following is a summary of the material provisions of the License
and Asset Purchase Agreement among ConMat, Polychem and Ecesis. We encourage you
to read all of the information in this Proxy Statement and the complete License 
and Asset Purchase Agreement set forth as Annex A. ConMat shareholders will     
not receive any distributions as a result of approving the Sale. ConMat intends 
to apply a majority of the cash proceeds received from the Sale to pay its      
obligations under the Settlement Agreement.                                     

       Sale of Product Lines and Related Assets. Pursuant to the License and
Asset Purchase Agreement, Polychem will sell to Ecesis Polychem's product lines 
and various related assets (the "Product Lines"). The Product Lines include all 
of Polychem's intellectual property, such as all of Polychem's patents and      
copyrights, all of Polychem's customer orders and contracts, good will, going   
concern value and other tangible and intangible assets. Ecesis will not,        
however, purchase any of Polychem's accounts receivable (approximately          
$2,725,000 at March 31, 2002), inventory (approximately $850,000 at March 31,   
2002), equipment, ancillary product lines or real estate.                       

Since the sale of the Product Lines represents the sale of a  
substantial portion of the assets of ConMat, the Sale is conditioned upon ConMat
obtaining the consent of its shareholders to the transaction.                   

   License of Product Lines. Pending the satisfaction of the closing
conditions contained in the License and Asset Purchase Agreement, including     
obtaining the approval of ConMat's shareholders, Polychem has licensed to Ecesis
the right to manufacture and distribute the Product Lines and use all of        
Polychem's assets used in connection with its business (the "License"). In      
consideration of the License, Ecesis will pay Polychem a royalty equal to its   
net operating profits from the sale of products. The License will terminate on  
the earlier of the date that the Sale occurs or the date that the License and   
Asset Purchase Agreement is terminated.                                         

         Purchase Price. Ecesis will pay a total purchase price of $1,650,000 to
Polychem for the Product Lines consisting of (i) $500,000 cash; (ii) $1,150,000 

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by the delivery of a promissory note to Polychem by Ecesis (the "Promissory     
Note"); and (iii) 399,826 shares of ConMat Series C Preferred Stock and warrants
to purchase 382,500 shares of ConMat common stock. As of March 31, 2002, the    
Series C Preferred Stock had an aggregate liquidation preference (including     
unpaid dividends) of $118,303, which is payable prior to any dividends or       
distributions to holders of ConMat common stock.                                

         Upon execution of the License and Asset Purchase Agreement, Ecesis paid
$150,000 of the purchase price as a deposit. In the event the Sale does not     
occur due to a material breach of the License and Asset Purchase Agreement by   
Ecesis, the deposit will be retained by Polychem as its exclusive remedy against
Ecesis for such breach. If the closing of the Sale does not occur for any other 
reason, the deposit will be repaid to Ecesis.                                   

    Under the terms of the Promissory Note, Ecesis will make a balloon
payment of principal and interest to Polychem on November 27, 2002. Interest    
will accrue on the principal balance of the Promissory Note at the rate of 4%   
per annum. Ecesis may prepay the Promissory Note in full at any time without    
penalty. The balance due under the Promissory Note is secured by the assets that
Ecesis is purchasing from Polychem pursuant to the terms of a Security Agreement
delivered by Ecesis to Polychem.                                                

     Assumed Liabilities. Ecesis will assume the liabilities of Polychem
under purchase orders and other contracts assigned to Ecesis in connection with 
the purchase of the Product Lines.                                              

     Ecesis may agree to assume additional liabilities or obligations of
Polychem at any time before or after the closing of the Sale. In such event,    
Ecesis will be credited with a partial payment of the purchase price equal to   
the amount of such additional assumed liability or obligation.                  

Representations and Warranties. The License and Asset Purchase
Agreement contains various customary representations and warranties of ConMat,  
Polychem and Ecesis. ConMat's representations and warranties include those as to
its organization and power, corporate authority, absence of conflicts, ownership
of 100% of the outstanding capital stock of Polychem and absence of brokers.    

   Polychem's representations and warranties include those as to its
organization and power, corporate authority, absence of conflict, absence of    
subsidiaries, financial statements, absence of undisclosed or contingent        
liabilities, absence of consents, good title to assets and absence of brokers.  

Ecesis' representations and warranties include those as to its
organization and power, authorization, absence of conflict, absence of consents 
and absence of brokers.                                                         

Any material breach by ConMat or Polychem of their respective 
representations and warranties will cause the breaching party to be in violation
of the terms of the License and Asset Purchase Agreement and may subject it to  
liability for damages. Any material breach by Ecesis of its representations and 
warranties will cause it to be in violation of the terms of the License and     
Asset Purchase Agreement and may result in the loss of its $150,000 deposit.    

 Conditions to Closing. The License and Asset Purchase Agreement
provides that, prior to the completion of the Sale, Polychem and ConMat will    
conduct their business in the ordinary course of business and consistent with   
prior practice other than as modified by the License. The License and Asset     
Purchase Agreement also provides that certain conditions must be satisfied or   
waived prior to the Sale, including with respect to ConMat and Polychem:        

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   o    ConMat and Polychem shall have performed and complied in all
             material respects with all covenants, agreements, obligations and
            conditions required by them under the License and Asset Purchase
Agreement;                                          

       o    No action or suit shall have been instituted or threatened which
presents a substantial risk to the transaction;     

         o    ConMat and Polychem shall have obtained all necessary consents and
approvals to the transaction; and                   

 o    ConMat shall have obtained the consent of the holders of a
         majority of the outstanding shares of its common stock to the
transaction.                                        

      In addition, Polychem shall change its name prior to the closing and
shall take all action necessary for Ecesis to use the name "Polychem" in its    
business after the closing.                                                     

         Termination. The License and Asset Purchase Agreement may be terminated
prior to the closing of the Sale under the following circumstances: (a) by      
either party upon the material breach of the other party, (b) by either party if
ConMat's Board of Directors determine in good faith that its fiduciary duties   
prohibit it from seeking shareholder approval of the transaction, (c) by either 
party if a condition to such party's obligation to effect the transaction set   
forth in the License and Asset Purchase Agreement is not satisfied or waived as 
of the closing date, (d) by the mutual consent of the parties or (e) by either  
party if the closing has not occurred on or before 90 days from the date of the 
License and Asset Purchase Agreement or such later date agreed to by the        
parties.                                                                        

        If the License and Asset Purchase Agreement is terminated because of a
material breach by Ecesis, ConMat and Polychem may recover for damages from     
Ecesis only up to the $150,000 deposit.                                         

         Indemnification and Contribution. All representations and warranties by
the parties contained in the License and Asset Purchase Agreement shall survive 
for a period of two years after the closing of the Sale. If a party was         
fraudulent in any such representation or warranty, however, the other party may 
sue for damages or seek other remedies after such two-year period.              

    The License and Asset Purchase Agreement provides that, subject to
certain minimum limits on liability, ConMat and Polychem will indemnify, defend 
and hold harmless Ecesis from and against all demands, claims, causes of action 
and costs and expenses resulting from (i) any liability or obligation relating  
to Polychem's business existing on the closing date that is not assumed by      
Ecesis, (ii) any breach of a representation, warranty, covenant or agreement    
contained in the License and Asset Purchase Agreement by Polychem and (iii) any 
claim for taxes relating to Polychem's business incurred prior to the closing   
date.                                                                           

     Ecesis has agreed to indemnify, defend and hold harmless ConMat and
Polychem from and against all damages, claims, causes of action and costs and   
expenses resulting from (i) any of the liabilities of Polychem assumed by Ecesis
and (ii) any breach of a representation, warranty, covenant or agreement        
contained in the License and Asset Purchase Agreement by Ecesis.                

     In the event such indemnification provisions are not available to a
party with respect to a particular claim, such party shall have a right of      
contribution against the other party with respect to such claim. A right of     
contribution requires a party to pay its proportionate share of any claim based 
upon such party's relative fault.                                               

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 Estimated Closing

    If ConMat's shareholders approve the Sale, ConMat expects that the
closing of the Sale will take place as promptly as practical following such     
approval.                                                                       

Accounting Treatment

    The Sale will be treated as a sale for accounting purposes. A book
profit or loss (net of tax) will be recognized to the extent that the proceeds  
from the transaction are more or less than the sum of the book value of the net 
assets sold and transaction expenses. ConMat anticipates that the Sale will     
result in a profit of approximately $1.5 million.                               

Federal Tax Consequences

        In general, Polychem will recognize gains or losses on the sale of the
Product Lines equal to the difference, if any, between the amount realized by   
Polychem from the sale of each asset less Polychem's adjusted tax basis in each 
such asset. The amount realized by Polychem will be equal to the sum of the     
amount of consideration received by Polychem plus the amount of any liabilities 
of Polychem that are assumed by Ecesis in connection with each such asset.      
Consummation of the transaction will not be a taxable event for United States   
federal income tax purposes for the shareholders of ConMat. ConMat anticipates  
that it will have sufficient tax losses so that no incremental tax liability    
will result.                                                                    

 Government and Regulatory Approvals

      ConMat is aware of no government or regulatory approval required for
the consummation of the Sale other than the filing of this proxy statement with 
the Securities and Exchange Commission.                                         

Settlement Agreement

         Polychem will advance a portion of the proceeds from the Sale to ConMat
for use to satisfy its obligations under the Settlement Agreement. The          
Settlement Agreement, dated October 25, 2001 and modified December 5, 2001, is  
among John W. Morris as the Chapter 11 Trustee for The Eastwind Group, Inc. (the
"Trustee"), Paul A. DeJuliis, ConMat and Polychem. The agreement relates to the 
settlement of certain claims brought by the Trustee against ConMat, Polychem and
Mr. DeJuliis. The agreement also provides for the settlement of certain claims  
brought by John R. Thach, ProFutures Special Equities Fund, L.P. and John Park  
against ConMat, Polychem, Mr. DeJuliis and The Eastwind Group, Inc. (the "Third 
Party Actions").                                                                

  Under the terms of the Settlement Agreement, ConMat will pay the
Trustee $1,500,000 on behalf of ConMat, Polychem and Mr. DeJuliis in            
consideration of the settlement of the claims asserted by the Trustee and the   
Third Party Actions.                                                            

       The Settlement Agreement was approved by the United States Bankruptcy
Court for the Eastern District of Pennsylvania (the "Bankruptcy Court") on      
February 27, 2002. The Settlement Agreement became effective upon such approval.

   ConMat was required to pay the Trustee $150,000 of the settlement
amount within ten days after the final approval of the agreement by the         
Bankruptcy Court and the Trustee's waiver of its right to terminate with respect
to the action by Mr. Thach. ConMat will make a second payment of $350,000 to the
Trustee within ten days from the earlier of (i) 90 days after the Bankruptcy    
Court approves the agreement or (ii) the date that the shareholders of ConMat   
approve the Sale. The balance of the settlement amount of $1,000,000 will be    
evidenced by a promissory                                                       

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note delivered by ConMat and Polychem to the Trustee (the "Note"). The Note will
be secured by (i) the capital stock of ConMat held in trust for the shareholders
of The Eastwind Group, Inc., (ii) all of ConMat's assets, (iii) all assets and  
capital stock of Polychem and (iv) a mortgage on Polychem's real estate. The    
terms of the Note provide that ConMat will repay the balance due under the Note 
to the Trustee upon the earlier of (a) November 27, 2002 or (b) to the extent of
net proceeds realized from the Sale, subject to the rights of General Electric  
Capital Corporation and Pennsylvania Public School Employees' Retirement Board  
to receive payment of their obligations from Polychem, thirty (30) days after   
the closing of the Sale.                                                        

   Upon satisfaction of the obligations under the Note by ConMat and
Polychem, the Trustee will deliver to ConMat certificates representing all      
shares of preferred and common stock of ConMat formerly held by The Eastwind    
Group, Inc. and its affiliates.                                                 

       In consideration of the settlement amount and agreement to settle the
Third Party Actions, the Settlement Agreement provides that each party will not 
sue the other party on such claims in the future.                               

     In connection with the settlement, Paul A. DeJuliis has agreed with
ConMat that, upon satisfaction of the obligations under the Note, he will       
surrender to ConMat for cancellation 298,333 shares of ConMat common stock,     
which are all shares owned by him.                                              

Fairness Opinion

     The Board of Directors of ConMat has retained Ogorek & Company (the
"Reviewer") to render an opinion as to the fairness to the shareholders of      
ConMat, from a financial point of view, of the consideration to be received     
pursuant to the License and Asset Purchase Agreement.                           

        In connection with its opinion, Reviewer reviewed, among other things:

 o    the terms and conditions of the License and Asset Purchase
Agreement;                                          

     o    publicly available information concerning ConMat that Reviewer
            deemed to be relevant, including ConMat's annual reports on Form
10-KSB;                                             

        o    certain of ConMat's interim reports to shareholders and quarterly
reports on Form 10-QSB; and                         

o    certain other information concerning ConMat and Polychem.

      Reviewer held discussions with members of ConMat's senior management
regarding ConMat's and Polychem's historical and current business, operations,  
financial condition and future prospects, including discussions regarding       
liquidity and capital resources then available to ConMat. Reviewer reviewed the 
reported price and trading activity of the shares of ConMat's common stock,     
compared certain financial and stock market information concerning ConMat with  
similar information for other companies that Reviewer deemed reasonably         
comparable and the securities of which are publicly traded. In addition,        
Reviewer reviewed the financial industry for companies and transactions which   
they deemed comparable and performed such other studies and analyses that       
Reviewer considered appropriate.                                                

     In rendering its opinion, Reviewer relied upon and assumed, without
independent verification, the accuracy, completeness and fairness of all        
financial and other information that was available to it from public sources and
that was provided to it by ConMat or its representatives or that was otherwise  
reviewed by it. With respect to the financial and other information relating to 
prospects of ConMat and Polychem, Reviewer assumed that such information        

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reflected the best currently available estimates and judgments of the management
of ConMat as to the likely future financial performance of ConMat and Polychem. 
Reviewer did not make any independent valuation or appraisal of assets of ConMat
and Polychem, nor was it furnished with any evaluation or appraisal. Reviewer's 
opinion was based solely upon the information available to it and provided by   
ConMat, and upon the prevailing economic, financial market and other conditions 
as they existed as of the date its opinion was rendered. ConMat did not place   
any limitations on the nature or scope of Reviewer's investigation for purposes 
of rendering this opinion.                                                      

       For services rendered by Reviewer in connection with the Sale, ConMat
has agreed to pay Reviewer a customary fee of up to $35,000 and reimburse       
Reviewer for reasonable out-of-pocket expenses. The Independent Director        
selected Reviewer based on its experience and expertise. Reviewer is an         
investment banking firm specializing in corporate finance, mergers and          
acquisitions and advisory services. Reviewer's principal officers have combined 
over 20 years of mergers, acquisitions and valuation experience. There are no   
relationships between Reviewer or any of its officers and ConMat, Polychem,     
Ecesis.                                                                         

        The Reviewer opinion, prepared for the Board of Directors, is directed
only to the fairness to ConMat's shareholders, as of the date of the opinion    
letter, from a financial point of view, of the consideration to be received     
pursuant to the License and Asset Purchase Agreement and does not constitute a  
recommendation to any shareholder as to how to vote at the Special Meeting.     

         A copy of the Reviewer's opinion is included in this Proxy Statement as
Annex B. You are urged to read this opinion in its entirety for assumptions     
made, procedures followed, other matters considered and limits of the review by 
Reviewer.                                                                       

 Recommendation of the Board of Directors for the Sale

        Because two of the members of Ecesis were members of ConMat's Board of
Directors, the Board of Directors appointed director Edward F. Sager, Jr., (the 
"Independent Director") to negotiate the License and Asset Purchase Agreement on
behalf of ConMat and the Board of Directors and to consider the fairness of the 
proposed sale of assets to Ecesis. The Independent Director is not a member of  
Ecesis and was not an officer or employee of ConMat prior to March 13, 2002.    

       Based upon the fairness opinion of Reviewer and the recommendation of
the Independent Director, the Board of Directors has approved the License and   
Asset Purchase Agreement and has determined that the sale of the Product Lines  
contemplated by the License and Asset Purchase Agreement is fair to and in the  
best interests of, ConMat and its shareholders. Accordingly, the Board of       
Directors recommends that the shareholders of ConMat vote "FOR" the approval of 
the Sale at the Special Meeting.                                                

Dissenter Rights

       The shareholders of ConMat have a right to dissent from approving the
Sale and receive the "fair value" of their shares upon compliance with the      
requirements of the Florida Business Corporation Act. These rights are explained
in detail in the section entitled "Dissenters Rights" which beings on page 14   
of this Proxy Statement. The dissenters' rights provisions of the Florida Law   
are included as Annex E to the Proxy Statement. We urge you to read the         
"Dissenters Rights" section of this Proxy Statement and annex provisions of the 
Florida Law if you wish to exercise your dissenter's rights with respect to this
Proposal I.                                                                     

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Vote Required for Approval

      The affirmative vote of the holders of a majority of the outstanding
shares of common stock entitled to vote on this proposal is required to ratify  
and approve the License and Asset Purchase Agreement. Abstentions may be        
specified on the proposal and will be considered present at the Special Meeting,
but will not be counted as affirmative votes. Abstentions, therefore, will have 
the practical effect of voting against the proposal because the affirmative vote
of a majority of shares of common stock is required to approve the proposal.    
Broker non-votes will not be voted or have any effect on Proposal I.            

The Independent Director recommends a vote "FOR" Proposal I.  

 PROPOSAL II
PLAN OF LIQUIDATION AND DISTRIBUTION
FOR POLYCHEM

   Provided that the Sale described in Proposal I is approved by the
ConMat shareholders, Polychem will have no operational assets after the sale of 
its Product Lines. After the Sale, Polychem's assets shall consist of the       
purchase price from the License and Asset Purchase Agreement, accounts          
receivable (approximately $2,725,000 at March 31, 2002), inventory              
(approximately $850,000 at March 31, 2002), equipment, ancillary product lines  
and the real property where its offices and manufacturing facility is located a 
the corner of Franklin Avenue and Grant Street in Phoenixville, Pennsylvania    
(the "Phoenixville Property"). Polychem will generate no income after the Sale  
other than from collection of accounts receivable, sales of its remaining       
inventory and income from the rental of the Phoenixville Property to Ecesis and 
other tenants.                                                                  

      Accordingly, the Board of Directors of Polychem and ConMat adopted a
plan of liquidation and dissolution of Polychem (the "Plan of Liquidation") on  
[__________, 2002], subject to the approval of ConMat's shareholders at the     
Special Meeting. A copy of the Plan of Liquidation is set forth as Annex D to   
this Proxy Statement. We encourage you to read the Plan of Liquidation in its   
entirety.                                                                       

Terms of Plan of Liquidation

  The Plan of Liquidation provides for the orderly liquidation and
winding up of Polychem through (i) the sale of its remaining assets, (ii)       
payment of its creditors, (iii) distribution of any remaining assets or proceeds
to its sole shareholder, ConMat, and (iv) its dissolution.                      

        Polychem intends to distribute a portion of the proceeds from the Sale
to ConMat for use to satisfy its obligations under the Settlement Agreement.    
Next, Polychem will use any remaining proceeds from the Sale to satisfy all     
payments to its creditors.                                                      

        Pursuant to the Plan of Liquidation, Polychem will actively pursue the
collection of its outstanding accounts receivable. Polychem will also be        
actively selling the remainder of its inventory and any of its other assets not 
otherwise disposed pursuant to the Supply Agreement or the License and Asset    
Purchase Agreement.                                                             

     Polychem will maintain the Phoenixville Property and shall actively
seek to obtain additional tenants. Once the Board of Directors believes that    
market conditions are favorable, Polychem shall seek to obtain a buyer for the  
Phoenixville Property.                                                          

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       After the sale of the Phoenixville Property and payment of all of its
creditors, Polychem will seek to dissolve.                                      

 Dissenters Rights

        The shareholders of ConMat have a right to dissent from approving Plan
of Liquidation and receive the "fair value" of their shares upon compliance with
the requirements of the Florida Business Corporation Act. These rights are      
explained in detail in the section entitled "Dissenters Rights" which beings on 
page 14 of this Proxy Statement. The dissenters' rights provisions of the       
Florida Law are included as Annex E to the Proxy Statement. We urge you to read 
the "Dissenters Rights" section of this Proxy Statement and annexed provisions  
of the Florida Law if you wish to exercise your dissenter's rights with respect 
to this Proposal II.                                                            

Vote Required for Approval

      The affirmative vote of the holders of a majority of the outstanding
shares of common stock entitled to vote on this proposal is required to ratify  
and approve the Plan of Liquidation. Abstentions may be specified on the        
proposal and will be considered present at the Special Meeting, but will not be 
counted as affirmative votes. Abstentions, therefore, will have the practical   
effect of voting against the proposal because the affirmative vote of a majority
of shares of common stock is required to approve the proposal.                  

The Board of Directors unanimously recommends a vote "FOR" Proposal II.         

 DISSENTERS RIGHTS

         With respect to the approval of the Sale pursuant to Proposal I and the
Liquidation pursuant to Proposal II, non-voting shareholders of ConMat are      
entitled to assert their dissenters' rights and obtain payment in cash for their
shares under Sections 607.1302 and 607.1320 of the Florida Business Corporation 
Act ("FBCA"). If you wish to dissent from the Sale and the Liquidation and you  
properly perfect your dissenters' rights, you will be entitled to payment of the
fair value of your shares of common stock or preferred stock in accordance with 
Sections 607.1320(5)-(10) of the FBCA. In order to perfect your dissenters'     
rights, you must fully comply with the statutory procedures of Sections         
607.1301, 607.1302 and 607.1320 of the FBCA summarized below, the full text of  
which is set forth as Annex E. ConMat urges you to read those sections in their 
entirety and to consult with your legal advisor. To exercise your dissenters'   
rights, you must file with ConMat at its headquarters a written notice of your  
election to dissent within 20 days from the date of this Proxy Statement. You   
will forfeit your dissenters' rights if you do not file your election to dissent
within the 20-day period. Once a notice of election to dissent is filed with    
ConMat, you will be entitled to payment of the fair value of the shares, in     
accordance with the discussion below, and you will not be entitled to vote or   
exercise any other rights of a shareholder.                                     

         Your election to dissent must state: (a) your name and address; (b) the
number of shares as to which you dissent; and (c) demand for payment of the fair
value of your shares.                                                           

If you file an election to dissent: (a) you must deposit the  
certificate(s) representing your shares with ConMat when you file your election;
(b) you will be entitled only to payment pursuant to the procedure set forth in 
the FBCA; and (c) you will not be entitled to vote or exercise any other rights 
of a shareholder of ConMat.                                                     

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    You may withdraw your notice of election at any time before ConMat
makes an offer to purchase your shares, as described below, and only with       
ConMat's consent if you elect to withdraw after ConMat makes the offer. If you  
withdraw your notice of election, you will lose your right to pursue dissenters'
rights, and you will again have the rights you had prior to the filing of your  
notice of election. Further, in the event ConMat for any reason does not proceed
with the Sale, your right to receive fair value for your shares ceases and your 
status as a shareholder of ConMat will be restored.                             

   If you elect to exercise the dissenters' rights described in this
section: (a) within ten days after the period in which you may file your notice 
of election to dissent expires, ConMat will make a written offer to you to pay  
for your shares at a specified price that it deems to be the fair value of those
shares; and (b) ConMat will deliver to you with its offer (i) a balance sheet as
of the latest available date, and (ii) a profit and loss statement for the      
12-month period ended on the date of the balance sheet that ConMat provides you.

         After ConMat makes an offer to you, you will have 30 days to accept it.
If you accept it within that 30-day period, ConMat will pay you for your shares 
within 90 days of the later to occur (i) date of its offer and (ii) the date of 
the Sale. When we pay you the agreed value, you will cease to have any further  
interest in your shares. If we do not purchase your shares or you do not accept 
our offer within 30 days from the day ConMat makes it, then you will have 60    
days from the date of the Sale to demand that the Company file an action in any 
court of competent jurisdiction to determine the fair value of your shares.     
ConMat will have 30 days from the day it receives your demand to initiate the   
action. ConMat also may commence the action on its own initiative at any time   
within the 60-day period described above. If ConMat does not initiate the action
within the above-described period, you may do so in its name.                   

 SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS

      The following table sets forth information concerning the beneficial
ownership of ConMat's common stock as of ___________, 2002, by each director and
ConMat's Chief Executive Officer, all directors and the Chief Executive Officer 
as a group, and each person known to ConMat to beneficially own 5% or more of   
its outstanding common stock.                                                   

                                                        [Enlarge/Download Table]


----------------------------------------------------------------------------------------------------------------
              Name and Address of                    Amount and Nature of               Percentage of           
                Beneficial Owner                   Beneficial Ownership (1)           Common Stock (1)          
----------------------------------------------------------------------------------------------------------------
                                                                                                                
Kenneth W. Evans, Jr.                                         90,000                          3.01%             
Franklin Avenue & Grant Street                                                                                  
Phoenixville, PA 19460                                                                                          
----------------------------------------------------------------------------------------------------------------

Edward F. Sager, Jr.                                         397,492  (2)                    12.48%             
Franklin Avenue & Grant Street                                                                                  
Phoenixville, PA 19460                                                                                          
----------------------------------------------------------------------------------------------------------------

John R. Toedtman                                              90,000                          3.01%             
Franklin Avenue & Grant Street                                                                                  
Phoenixville, PA 19460                                                                                          
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Directors and Chief Executive Officer                        577,492  (2)                    18.13%             
(3 persons)                                                                                                     
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                                                        [Enlarge/Download Table]


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              Name and Address of                    Amount and Nature of               Percentage of           
                Beneficial Owner                   Beneficial Ownership (1)           Common Stock (1)          
----------------------------------------------------------------------------------------------------------------
                                                                                                                
The Eastwind Group, Inc.                                    735,000   (3)                      19.74%           
1525 Locust Street                                                                                              
17th Floor                                                                                                      
Philadelphia, PA  19102                                                                                         
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Ecesis, LLC                                                                                                     
Franklin Avenue & Grant Street                              382,500   (4)                      11.35%           
Phoenixville, PA  19460                                                                                         
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The Eastwind Group, Inc.                                     925,000                           31.29%           
     Shareholder Trust                                                                                          
c/o Paul A. DeJuliis                                                                                            
Franklin Avenue & Grant Street                                                                                  
Phoenixville, PA  19460                                                                                         
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Mentor Special Situation Fund, L.P. (7)                     166,667   (5)                       5.28%           
P.O. Box 560                                                                                                    
Yardley, PA  19067                                                                                              
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The DAR Group, Inc.                                          240,000                            8.03%           
30 Broad Street, 43rd Floor                                                                                     
New York, NY                                                                                                    
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Paul A. DeJuliis                                            348,333   (6)                      11.47%           
1110 David Davis lane                                                                                           
West Chester, PA  19382                                                                                         
----------------------------------------------------------------------------------------------------------------


* Less than 1%                                                                  

(1)   Based upon 2,988,083 shares of common stock issued and outstanding as of  
      April 30, 2001, calculated in accordance with Rule 13d-3 promulgated under
  the Exchange Act. It also includes shares owned by (i) a spouse, minor
  children or by relatives sharing the same home, (ii) entities owned or
      controlled by the named person and (iii) other persons if the named person
      has the right to acquire such shares within 60 days by the exercise of any
   right or option. Unless otherwise noted, shares are owned of record and
beneficially by the named person.                                   
(2)   Includes 22,500 shares issuable upon the exercise of warrants held by Mr. 
Sager, 166,667 shares issuable upon the exercise of warrants held by
Mentor Special Situation Fund, L.P., of which Mr. Sager is a general
partner, and 7,500 shares of common stock issuable upon exercise of 
warrants held by George Stasen, a partner of Mr. Sager.             
(3)   Consists of shares issuable upon conversion of Series A Convertible       
Preferred Stock.                                                    
(4)   Consists of shares of common stock issuable upon exercise of warrants.    
(5)   Edward F. Sager, Jr., a director of ConMat, is a general partner of Mentor
Special Situation Fund, L.P.                                        
(6)   Includes 50,000 Shares issuable upon the exercise of options.             

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 OTHER SHAREHOLDER MATTERS

Shareholder Proposals and Nominations of Directors for ConMat's Shareholders
 Next Annual Meeting of Shareholders

        Any shareholder who intends to present a proposal for consideration at
ConMat's next annual meeting of shareholders intended to occur on or about      
August 27, 2002 must, submit his or her proposal to ConMat on or before June 14,
2002 in order to have ConMat consider the inclusion of such proposal in ConMat's
Proxy Statement and form of proxy relating to such annual meeting. Reference is 
made to Rule 14a-8 under the Securities Exchange Act for information concerning 
the content and form of such proposal and the manner in which such proposal must
be made.                                                                        

     Nominations for election to the Board of Directors at ConMat's next
annual meeting may be made only in writing by a shareholder entitled to vote at 
such annual meeting and must be addressed to the Corporate Secretary, ConMat    
Technologies, Inc., Franklin Avenue and Grant Street, Phoenixville, PA 19460 who
will forward such information to the Board of Directors. Nominations must be    
received by the Secretary on or before June 15, 2003, and must be accompanied by
the written consent of the nominee. Nominations should also be accompanied by a 
description of the nominee's business or professional background and otherwise  
contain the information required by Schedule 14A of the Securities Exchange Act.

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OTHER BUSINESS

      The Board of Directors is not aware of any other matters that may be
brought before the Special Meeting. If other matters not now known come before  
the Special Meeting, the persons named in the accompanying form of proxy or     
their substitutes will vote such proxy in accordance with their judgment.       

                            By Order of the Board of Directors

                  /s/ Edward F. Sager, Jr.
                            ----------------------------------
              Edward F. Sager, Jr.
   President

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 Annex A

LICENSE AND ASSET PURCHASE AGREEMENT

      LICENSE AND ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of
March 20, 2002, by and between Ecesis LLC, a Delaware limited liability company 
("Ecesis"), Polychem Corporation, a Pennsylvania corporation ("Polychem") and   
ConMat Technologies, Inc., a Florida corporation (the "Shareholder").           

Recitals

   Polychem is engaged in the business of manufacturing a variety of
plastic products for water treatment plants and other specialty applications (as
more fully defined herein, the "Products"). Such business as conducted by       
Polychem on the date hereof is referred to in this Agreement as the "Business." 
Shareholder owns 100% of the outstanding capital stock of Polychem. Polychem and
Shareholder desire to license Ecesis to manufacture and sell the Products, and  
sell certain assets and liabilities of Polychem to Ecesis, all upon the terms   
set forth herein.                                                               

  Accordingly, in consideration of the mutual agreements contained
herein, and intending to be legally bound hereby, the parties hereto agree as   
follows:                                                                        

ARTICLE I. LICENSE

1.1  License.                                                           

        (a) Effective immediately upon execution of this Agreement and payment
by Ecesis of the Deposit (defined in Section 2.3), Polychem hereby grants to    
Ecesis an exclusive, worldwide license and right to manufacture, market,        
distribute and sell the Products, and in connection therewith grants to Ecesis a
license to use all of Polychem's tangible and intangible assets related to the  
Business, including, without limitation, all Intellectual Property (as defined  
in Article XII herein) (the "License"), and assigns to Ecesis all current       
customer orders and contracts as set forth on Schedule 1.1(a) hereto. The       
License shall be for a term ending on the Closing Date or termination of this   
Agreement without Closing having occurred.                                      

        (b) In the event that the License is terminated other than on the sale
of the Assets pursuant to this Agreement, Ecesis shall immediately return to    
Polychem all tangible Assets and shall cease the use of any intangible Assets.  

1.2  Royalty; Rent.                                                     

       (a) In consideration of the grant of the License, Ecesis shall pay to
Polychem royalties equal to Ecesis' net operating profits from the sale of      
Products. "Net operating profits" shall mean the gross revenues actually        
received by Ecesis from the sale of the Products less the costs of the Products 
sold and a reasonable allocation of Ecesis' overhead. Ecesis shall pay Polychem 
by the tenth (10th) day of each month the royalties that accrued during the     
previous month computed on the basis of payments received during such month. At 
the time of such payment, Ecesis shall provide to Polychem a report of all sales
of Products completed during such month, the amount of payments received for    
Products during such month, the cost of the Products sold in which payment was  
received by Ecesis during such month, Ecesis allocation of its overhead with    
respect to such Products and royalties paid to Polychem with respect thereto.   

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        (b) Ecesis shall permit Polychem, or representatives of Polychem which
are reasonably acceptable to Ecesis, at Polychem's expense, to periodically     
examine Ecesis's books, ledgers, and records during regular business hours for  
the sole purpose of, and only to the extent necessary, to verify reports        
furnished to Polychem pursuant to Subsection (a) above; provided that Polychem  
delivers to Ecesis a written notice of Polychem's intention to conduct an       
inspection not less than five (5) business days before the intended date of such
inspection. In the event that amounts due Polychem are determined to have been  
underpaid by an amount greater than five percent (5%) of the amount actually    
due, Ecesis shall pay the cost of such examination plus a penalty equal to      
twenty-five percent (25%) of the underpayment. Any payment not made on or before
the due date shall accrue interest at a rate equal to one percent (1%) per      
calendar month or, if less, the maximum rate permitted under applicable law.    

(c) Ecesis shall not have to pay Polychem rent for the use of 
Polychem's real property located at Franklin Avenue and Grant Street,           
Phoenixville, PA 19460 during the term of the License. On the Closing Date, the 
parties shall enter into a short-term lease agreement for a portion of such real
property on commercially reasonable terms and market rental rates.              

  1.3  Ownership. Subject to the License, Polychem shall continue to own all
right, title, and interest in and to all Intellectual Property, and no such     
rights are granted to Ecesis under this Agreement, except as expressly provided 
in this Agreement. Except to further the purposes contemplated under or to      
exercise the rights expressly provided in this Agreement, the Intellectual      
Property may not be sold, sublicensed, lent, leased, rented, assigned,          
transferred, disassembled, reverse engineered or modified nor may any derivative
work be made of the Intellectual Property without the prior written agreement of
Polychem.                                                                       

  1.4  Supply Agreement. During the term of the License, Polychem assigns to
Ecesis all of its rights under the Supply Agreement, dated March 20, 2002, among
Polychem, Ecesis, Ensinger Vekton, Inc. and Putnum Precision Molding, Inc. (the 
"Supply Agreement") and Ecesis hereby assumes all of Polychem's duties and      
obligations under the Supply Agreement.                                         

1.5  Confidentiality.                                                   

         (a) Polychem and Ecesis each agree that all information received by one
party from the other party (collectively, "Confidential Information"), shall be 
received in strict confidence, used only for the express purposes set forth in  
this Agreement, and not disclosed by the recipient party (except as required by 
law or court order), its agents, or employees without the prior written consent 
of the other party, unless such Confidential Information: (i) was in the public 
domain at the time of disclosure; (ii) later became part of the public domain   
through no act or omission of the recipient party, its employees, agents, or    
permitted successors or assigns; (iii) was lawfully disclosed to the recipient  
party by a third party having no obligation to the disclosing party; (iv) was   
already known by the recipient party at the time of disclosure; (v) was         
independently developed by the recipient without use of or access to such       
Confidential Information; or (vi) is required to be disclosed to a government   
agency or by law.                                                               

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(b) Each party's obligations of confidentiality, non-use, and 
nondisclosure shall be fulfilled by using at least the same degree of care with 
the other party's Confidential Information as it uses to protect its own        
confidential information. This obligation shall continue in full force and      
effect during the term of this Agreement and thereafter for a period of three   
(3) years.                                                                      

ARTICLE II. 
 PURCHASE AND SALE OF ASSETS AND LIABILITIES

2.1  Sale of Assets.                                                    

       (a) Sale of Assets. At the Closing (as defined below), Polychem shall
transfer and sell to Ecesis all of Polychem's right, title and interest in and  
to Polychem's Intellectual Property, customer orders and contracts, good will,  
the name "Polychem" and all derivations thereof and other tangible and          
intangible assets other than the assets set forth on Schedule 2.1 (the "Excluded
Assets") as of the Closing Date (the "Assets"), free of all liabilities,        
obligations, claims, liens and encumbrances, whether absolute, accrued,         
contingent or otherwise, except those expressly assumed by Ecesis as provided in
Section 2.4.                                                                    

       (b) The aggregate consideration for the Assets (the "Purchase Price")
shall be (i) $500,000 in immediately available funds, (ii) $1,150,000 by        
delivery of a Promissory Note in the form attached hereto as Exhibit "A" (the   
"Promissory Note") (which Promissory Note shall be secured by a security        
interest in the Assets of Ecesis pursuant to a Security Agreement in the form   
attached hereto as Exhibit "B" (the "Security Agreement"), and (iii) by delivery
to Seller of 399,826 shares of Series C Preferred Stock of the Shareholder (the 
"Series C Preferred") and warrants to purchase 382,500 shares of Common Stock of
the Shareholder (the "Warrant") held by Ecesis. As of December 31, 2001, the    
Series C Preferred has a liquidation preference of $1,199,478 and accrued and   
unpaid dividends of $118,303.                                                   

       (c) The transfer and sale of the Assets shall be effected by delivery
at the Closing of the following:                                                

                  (i) by Polychem to Ecesis, a bill of sale substantially in the
form attached hereto as Exhibit "C" (the "Bill of Sale");                       

               (ii) by Polychem to Ecesis, assignments with respect to all
customer orders and contracts (including without limitation the Supply          
Agreement) and all Patents, Copyrights, Trade Secrets, Marks and Websites and   
all applications therefor in which Polychem has any interest, all in recordable 
form (each, an "Assignment," and collectively, the "Assignments");              

          (iii) by Polychem and Shareholder, such other good and
sufficient instruments of conveyance and transfer as shall be necessary or      
appropriate in Ecesis' sole discretion to vest in Ecesis good and valid title to
the Assets (collectively, the "Other Instruments"), as contemplated by this     
Agreement;                                                                      

   (iv) by Ecesis to Polychem, the Purchase Price.

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    2.2 Credits. In the event that Ecesis assumes any liability or obligation of
Polychem other than the Initial Assumed Liabilities and obtains a release of    
Polychem's obligations with respect thereto, or otherwise discharges such       
liability or obligations, the amount paid by Ecesis to discharge such liability 
or obligation shall be credited against Ecesis' obligations under Section       
2.1(b)(i) if occurring prior to the Closing Date and under the Promissory Note  
as if Ecesis had made a prepayment thereunder in such amount if occurring       
thereafter.                                                                     

2.3 Deposit. Contemporaneously with the execution and delivery of this  
Agreement, Ecesis shall deposit with Polychem the sum of $150,000 (the          
"Deposit"). At the Closing, the Deposit shall be released and credited toward   
the Purchase Price as immediately available funds. If the Closing does not occur
as a result of a material breach of this Agreement by Ecesis, which such        
material breach remains uncured for a period of 30 days following written notice
to Ecesis of such material breach, the Deposit shall be retained by Polychem as 
liquidated damages for the failure of Ecesis to consummate the transactions     
contemplated by this Agreement. If the Closing does not occur for any other     
reason, the Deposit shall be promptly remitted to Ecesis. If the Closing does   
not occur, the retention of the Deposit by Polychem shall be the sole and       
exclusive remedy of Polychem and/or Shareholder for the failure of Ecesis to    
consummate the transactions contemplated by this Agreement.                     

  2.4 Assumption of Liabilities. Subject to the terms and conditions of this
Agreement, at the Closing, Ecesis shall assume and agree to perform, pay or     
discharge the liabilities and obligations of Polychem set forth in Schedule 2.4 
(the "Initial Assumed Liabilities") and such other liabilities (the "Additional 
Assumed Liabilities" and, together with the Initial Assumed Liabilities, the    
"Assumed Liabilities") as Ecesis may voluntarily assume pursuant to Section 2.2 
hereof pursuant to an assumption agreement, substantially in the form of Exhibit
"D" hereto (the "Assumption Agreement"). After the Closing, Ecesis may assume   
further Additional Liabilities as provided in Section 2.2 pursuant to an        
assumption agreement satisfactory to Ecesis and Polychem. Except as set forth in
this Section 2.4, the Assumption Agreement and any written agreements executed  
by Ecesis and Polychem after the Closing, Ecesis shall not assume or be         
responsible for any liabilities or obligations of Polychem. Following the       
Closing, Polychem shall perform, pay or discharge when due all liabilities and  
obligations relating to the Business, other than the Assumed Liabilities.       

2.5 Allocation of Purchase Price. The Purchase Price shall be allocated 
among the Assets as set forth on Schedule 2.5 which shall be prepared as of     
Closing. Such Schedule shall be consistent with Section 1060 of the Code and the
applicable regulations related thereto. Such allocation shall be conclusive and 
binding on Ecesis, Polychem and Shareholder for purposes of their respective    
federal, state, local and foreign tax returns. Ecesis, Polychem and Shareholder 
shall file all tax returns, including the forms required by Section 1060 of the 
Internal Revenue Code of 1986, as amended consistent with such allocation.      

ARTICLE III. CLOSING

    3.1 Closing. The closing of the transactions contemplated by this Agreement,
other than the license which shall take effect immediately in accordance with   
Section 1.1, (the "Closing") shall take place at the offices of Klehr, Harrison,
Harvey, Branzburg & Ellers LLP, 260 South Broad Street, Philadelphia,           
Pennsylvania, on the third (3rd) business day following approval of such        
transactions by Shareholder's stockholders or such other date and place as      
Ecesis and Polychem may agree. The date on which the Closing actually occurs is 
referred to herein as the "Closing Date".                                       

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3.2 Deliveries by Polychem and Shareholder. At the Closing, Polychem and
Shareholder shall deliver to Ecesis the following:                              

(i) the Bill of Sale;                       

(ii) the Assignments and Other Instruments; 

               (iii) the officers' certificate referred to in Section 7.5;

                 (iv) the secretary's certificates referred to in Section 7.6;

           (v) executed counterparts of any consents and approvals
referred to in Sections 4.6;                                                    

(vi) all tangible Assets;                   

              (vii) all documents containing or relating to intellectual
property and other intangible Assets to be transferred and sold to Ecesis       
pursuant to this Agreement;                                                     

            (viii) all books and records (including all computerized
records and other computerized storage media and the software used in connection
therewith) of the Business relating to the Assets (collectively, "Books and     
Records"), including all Books and Records relating to the purchase of          
materials, supplies and services for Polychem, dealings with customers and      
distributors of Polychem, and employees of Polychem that Ecesis determines in   
its sole discretion to hire, and duplicate copies of records relating to        
Polychem's bank accounts, but not including any books and records that are or   
related to Excluded Assets; (ix) all other previously undelivered documents,    
instruments and writings required to be delivered by Polychem or Shareholder to 
Ecesis at or prior to the Closing pursuant to this Agreement or otherwise       
required in connection herewith; and                                            

          (x) evidence satisfactory to Ecesis that all liens and
encumbrances on the Assets have been removed.                                   

  3.3 Deliveries by Ecesis. At the Closing, Ecesis shall deliver to Polychem
and Shareholder:                                                                

               (i) $500,000 (including full credit for the Deposit and any
credits under Section 2.4) by wire transfer of immediately available funds to an
account or accounts designated by Polychem;                                     

        (ii) the fully executed Promissory Note and Security
Agreement;                                                                      

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                 (iii) certificates evidencing the Series C Preferred properly
endorsed for transfer and the original Warrant together with an executed        
assignment thereof;                                                             

             (iv) an executed counterpart of the Assumption Agreement;

           (v) executed counterparts of any consents and approvals
referred to in Section 5.4; and                                                 

                (vi) all other previously undelivered documents, instruments
and writings required to be delivered by Ecesis to Polychem or Shareholder at or
prior to the Closing pursuant to this Agreement or otherwise required in        
connection herewith.                                                            

ARTICLE IV. REPRESENTATIONS AND 
WARRANTIES OF SELLER AND SHAREHOLDER

         Polychem and Shareholder jointly and severally represent and warrant to
Ecesis as follows:                                                              

  4.1 Organization, Etc. Polychem is a corporation duly organized,
validly existing and in good standing under the laws of the Commonwealth of     
Pennsylvania. The Shareholder is a corporation duly organized, validly existing 
and in good standing under the laws of the State of Florida. Polychem has the   
power and authority to conduct its business as it is currently being conducted  
and to own and lease the property and assets that it now owns and leases.       
Polychem is qualified to do business in each jurisdiction in which the          
properties owned or leased by it or the nature of its business makes            
qualification or licensing as a foreign corporation necessary. The copies of the
certificate of incorporation and bylaws of Polychem, as previously delivered by 
Polychem to Ecesis are complete and correct copies of such instruments as       
currently in effect.                                                            

 4.2 Authorization. Each of Polychem and the Shareholder has all
requisite corporate power and authority to enter into, execute and deliver this 
Agreement and any instruments and agreements contemplated herein (collectively, 
the "Related Instruments") required to be executed and delivered by it pursuant 
to this Agreement and to consummate the transactions contemplated hereby and    
thereby. Each of Polychem and Shareholder has taken all action required by law, 
its certificate of incorporation, bylaws, or other constitutive documents or    
otherwise to authorize the execution and delivery of this Agreement and the     
Related Instruments and the consummation of the transactions contemplated hereby
and thereby, except for the approval of the stockholders of the Shareholder. No 
other act or proceeding on the part of Polychem or Shareholder is necessary to  
authorize the execution and delivery of this Agreement or any of the Related    
Instruments or the transactions contemplated hereby or thereby, except for the  
approval of the stockholders of the Shareholder. This Agreement is, and each of 
the Related Instruments, when executed and delivered by Polychem and Shareholder
to Ecesis at the Closing, will be a valid and binding obligation of Polychem and
Shareholder, enforceable against each of them in accordance with its terms.     

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    4.3 No Violation. Except as set forth on Schedule 4.3, neither the
execution and delivery by Polychem and Shareholder of this Agreement or any of  
the Related Instruments, nor the consummation by Polychem and Shareholder of the
transactions contemplated hereby or thereby, will (i) violate any provision of  
the certificate of incorporation, bylaws, or other governing documents of       
Polychem, or (ii) violate, conflict with, or constitute a default (or an event  
or condition which, with notice or lapse of time or both, would constitute a    
default) under, or result in the termination of, or accelerate the performance  
required by, or cause the acceleration of the maturity of any liability or      
obligation pursuant to, or result in the creation or imposition of any security 
interest, lien, charge or other encumbrance upon any of the Assets under any    
note, bond, mortgage, indenture, deed of trust, license, lease, contract,       
commitment, understanding, arrangement, agreement or restriction of any kind to 
which Polychem or Shareholder is a party or by which Polychem or Shareholder may
be bound or affected or to which any of the Assets may be subject, or (iii)     
violate any statute or law or any judgment, decree, order, writ, injunction,    
regulation or rule of any court or governmental authority.                      

4.4 Capitalization; Subsidiaries. Shareholder owns 100% of the
outstanding capital stock of Polychem. Polychem does not, directly or           
indirectly, own or control capital stock or other equity securities of any      
corporation, partnership, limited liability company, limited liability          
partnership or other entity or other right to purchase or any security          
convertible into or exchangeable for, any such capital stock or other equity    
interest.                                                                       

      4.5 No Undisclosed or Contingent Liabilities. Except for the Assumed
Liabilities, liabilities reflected on the balance sheet of Polychem dated as of 
September 30, 2001 (the "Balance Sheet") and liabilities set forth on Schedule  
4.5, Polychem has no liabilities or obligations of any nature (whether absolute,
accrued, contingent or otherwise and whether due or to become due) and, to      
Polychem's and Shareholder's knowledge, there is no basis for the assertion     
against Polychem of any such other liability or obligation except, in either    
case, for liabilities and obligations of any nature (whether absolute, accrued, 
contingent or otherwise and whether due or to become due) incurred in the       
ordinary course of business since the date of the Balance Sheet.                

         4.6 Consents and Approvals. Except for consents and approvals that have
been obtained and as set forth on Schedule 4.6 and the filing of the Proxy      
Statement, Polychem is not required to obtain, transfer or cause to be          
transferred any consent, approval, license, permit or authorization of, or make 
any declaration, filing or registration with, any third party or any            
governmental authority in connection with (a) the execution and delivery by     
Polychem and Shareholder of this Agreement or the Related Instruments, (b) the  
consummation by Polychem and Shareholder of the transactions contemplated hereby
or thereby or (c) the ownership and operation by Ecesis of the Assets.          

       4.7 Good Title Conveyed, Etc. Except as set forth on Schedule 4.7 and
subject to obtaining the consents set forth in Schedule 4.6, Polychem has       
complete and unrestricted power and the unqualified right to sell, assign,      
transfer and deliver to Ecesis, and upon consummation of the transactions       
contemplated by this Agreement, Ecesis will acquire good and valid title to, the
Assets, free and clear of all mortgages, pledges, liens, security interests,    
conditional sales agreements, encumbrances or charges of any kind. Except as set
forth on Schedule 4.7, the Related Instruments, when duly executed and delivered
by Polychem to Ecesis at the Closing, will effectively vest in Ecesis good and  
valid title to all of the Assets.                                               

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       4.8 No Brokers. Neither Polychem nor Shareholder has taken any action
that would give rise to any claim by any person for brokerage commissions,      
finder's fees or similar payments relating to this Agreement or the transactions
contemplated hereby.                                                            

    4.9 Proxy Statement. The information supplied or to be supplied by
Polychem and Shareholder for inclusion in the proxy statement (the "Proxy       
Statement") to be sent to the stockholders of the Shareholder in connection with
the meeting of stockholders to consider this Agreement, the sale of the Assets  
and the transactions contemplated thereby (the "Shareholders' Meeting") shall   
not, on the date the Proxy Statement is first mailed to the stockholders of the 
Shareholder, at the time of the Shareholders' Meeting and on the Closing Date,  
contain any statement which, at such time and in light of the circumstances     
under which it is was made, is false or misleading with respect to any material 
fact, or omit to state any material fact necessary in order to make the         
statements made in the Proxy Statement not false or misleading, or omit to state
any material fact necessary to correct any statement in any earlier             
communication with respect to the solicitation of proxies for the Shareholders' 
Meeting which has become false or misleading. If at any time prior to the       
Closing Date any event relating to Polychem, Shareholder or any of their        
Affiliates, officers or directors should be discovered by Polychem which should 
be set forth in any supplement to the Proxy Statement, Polychem shall promptly  
inform Ecesis.                                                                  

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER

        Ecesis represents and warrants to Polychem and Shareholder as follows:

   5.1 Organization, Etc. Ecesis is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of 
Delaware. Copies of the certificate of formation and initial operating agreement
of Ecesis have been delivered to Polychem, and such copies are complete and     
correct and in full force and effect on the date of this Agreement.             

    5.2 Authorization. Ecesis has all requisite power and authority to
execute and deliver this Agreement and the Related Instruments to which it is a 
party and to consummate the transactions contemplated hereby and thereby. Ecesis
has taken all action required by law and its certificate of formation or initial
operating agreement or bylaws or otherwise to authorize the execution and       
delivery of this Agreement and the Related Instruments to which it is a party   
and to consummate the transactions contemplated hereby and thereby. This        
Agreement is a valid and binding obligation of Ecesis, enforceable against      
Ecesis in accordance with its terms. Each of the Related Instruments to which   
Ecesis is a party, when executed and delivered by the parties thereto at the    
Closing, will be a valid and binding obligation, enforceable against Ecesis in  
accordance with its terms.                                                      

        5.3 No Violation. Neither the execution and delivery by Ecesis of this
Agreement and the Related Instruments to which it is a party, nor the           
consummation by Ecesis of the transactions contemplated hereby or thereby, will 
(i) violate any provision of the certificate of formation or initial operating  
agreement of Ecesis or (ii) violate, conflict with, or constitute a default (or 
an event or condition which, with notice or lapse of time or both, would        
constitute a default) under, or result in the termination of, or accelerate the 
performance required by, or cause the acceleration of the maturity of any       
liability or obligation pursuant to, or result in the creation or imposition of 
any security interest, lien, charge or other encumbrance upon any of the        
property or assets of Ecesis under any note, bond, mortgage, indenture, deed of 
trust, license, lease, contract, commitment, understanding, arrangement,        
agreement or restriction of any kind or character to which Ecesis is a party or 
by which it may be bound or affected or to which any of its property or assets  
may be subject, or (iii) violate any statute or law or any judgment, decree,    
order, writ, injunction, regulation or rule of any court or governmental        
authority.                                                                      

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         5.4 Consents and Approvals. Except for consents and approvals that have
been obtained and as set forth on Schedule 5.4, Ecesis is not required to       
obtain, transfer or cause to be transferred any consent, approval, license,     
permit or authorization of, or make any declaration, filing or registration     
with, any third party or any governmental authority in connection with (a) the  
execution and delivery by Ecesis of this Agreement, (b) the consummation by     
Ecesis of the transactions contemplated hereby or thereby, or (c) the ownership 
and operation by Ecesis of the Assets.                                          

    5.5 Good Title Conveyed, Etc. Ecesis has complete and unrestricted
power and the unqualified right to sell, assign, transfer and deliver to        
Polychem, and upon consummation of the transactions contemplated by this        
Agreement, Polychem will acquire good and valid title to, the Series A Preferred
and the Warrant, free and clear of all mortgages, pledges, liens, security      
interests, conditional sales agreements, encumbrances or charges of any kind.   

         5.6 No Brokers. Ecesis has not taken any action that would give rise to
a claim by any person for brokerage commissions, finder's fees or similar       
payments relating to this Agreement or the transactions contemplated hereby.    

ARTICLE VI. COVENANTS 

      6.1 Access and Investigation. Between the date of this Agreement and
the Closing Date, Polychem and Shareholder will (a) afford Ecesis and its agents
full and free access to Polychem's personnel, properties, contracts, books and  
records, and other documents and data, (b) furnish Ecesis and its agents with   
copies of all such contracts, books and records, and other existing documents   
and data as Ecesis may reasonably request and (c) furnish Ecesis and its agents 
with such additional financial, operating and other data and information as     
Ecesis may reasonably request.                                                  

       6.2 Operation of the Business. Between the date of this Agreement and
the Closing Date, Polychem and Shareholder will:                                

           (a) Conduct the Business only in the ordinary course of
business;                                                                       

(b) Use commercially reasonable efforts to preserve intact the current business 
organization, keep available the services of the current officers, employees,   
and agents of Polychem, and maintain the relations and good will with suppliers,
customers, landlords, creditors, employees, agents, and others having business  
relationships with Polychem;                                                    

              (c) Confer with Ecesis concerning operational matters of a
material nature; and                                                            

              (d) Otherwise report periodically to Ecesis concerning the
status of the Business, the Assets and the operations and finances of Polychem. 

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      6.3 Required Approvals. As promptly as practicable after the date of
this Agreement, Polychem and Shareholder will use commercially reasonable       
efforts to obtain all consents and make any filings reasonably necessary in     
order to consummate the transactions contemplated by this Agreement. Between the
date of this Agreement and the Closing Date, Ecesis, Polychem and Shareholder   
will (a) cooperate with respect to all filings that any party hereto shall elect
to make or is required by law to make in connection with the transactions       
contemplated by this Agreement and (b) cooperate in obtaining all consents      
identified in Schedule 4.6 and Schedule 5.4.                                    

6.4 Exclusivity. Until such time, if any, as this Agreement is
terminated pursuant to Article IX, neither Polychem nor Shareholder will        
directly or indirectly solicit, initiate, or encourage any inquiries or         
proposals from, discuss or negotiate with, provide any non-public information   
to, or consider the merits of any unsolicited inquiries or proposals from, any  
Person relating to any transaction involving the sale of the business or assets 
of Polychem or any of the capital stock or membership interests of Polychem, or 
any merger, consolidation, business combination, or similar transaction         
involving Polychem.                                                             

        6.5 Proxy Statement. As promptly as practicable after the execution of
this Agreement, Shareholder shall prepare and file with the Securities and      
Exchange Commission (the "SEC") the Proxy Statement. The Proxy Statement shall  
include the recommendations of the Board of Directors of Shareholder in favor of
this Agreement, the sale of the Assets and the transactions contemplated        
thereby. Polychem and Shareholder shall use their reasonable efforts to cause   
the Proxy Statement to be filed with the SEC and shall immediately deliver to   
Ecesis any and all comments to the Proxy Statement received from the SEC upon   
receipt thereof. As promptly as practicable after the filing of the final Proxy 
Statement with the SEC, Polychem and Shareholder shall use their reasonable     
efforts to cause the Proxy Statement to be disseminated to the stockholders of  
Shareholder.                                                                    

       6.6 Shareholders' Meeting. Shareholder shall take all necessary steps
in accordance with its articles of incorporation and by-laws to call, give      
notice of, convene and hold the Shareholders' Meeting as soon as practicable    
after the final Proxy Statement is filed and disseminated to the stockholders of
Shareholder for the purpose of approving this Agreement and the sale of the     
Assets and for such other purposes as may be necessary. Unless this Agreement   
shall have been validly terminated as provided herein, the Board of Directors of
Shareholder will (i) recommend to its stockholders the approval of this         
Agreement, the sale of the Assets and the transactions contemplated thereby and 
any other matters to be submitted to the stockholders of Shareholder in         
connection therewith, to the extent that such approval is required by applicable
law in order to consummate such transactions, and (ii) use its reasonable, good 
faith efforts to obtain the approval of its stockholders of this Agreement, the 
sale of the Assets and the transactions contemplated thereby and to solicit from
its stockholders proxies in favor of such matters.                              

 6.7 Fiduciary Duty. Notwithstanding any other provision of this
Agreement, if the Board of Directors of Shareholder determines in good faith    
that it is required to do so in order to comply with its fiduciary duties, the  
Board of Directors may withdraw or modify its recommendation to the stockholders
of Shareholder and cause Shareholder or Polychem to take such action with       
respect to the matters set forth in Sections 6.5 and 6.6 hereof as the Board of 
Directors shall in good faith deem reasonably necessary or appropriate in       
connection with such determination.                                             

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       6.8 Use of Name. At the Closing, Polychem shall cause an amendment to
its certificate of incorporation to be filed with the Secretary of State of the 
Commonwealth of Pennsylvania changing its name to a name bearing no resemblance 
and that is not confusingly similar to "Polychem." After the Closing, neither   
Polychem nor Shareholder shall use or permit any of its or their Affiliates to  
use such name or any variants or derivatives thereof or any other name that is  
confusingly similar. Polychem shall execute and deliver to Ecesis, at or before 
the Closing, all consents requested by Ecesis to enable Ecesis to use such name 
and shall otherwise cooperate with Ecesis in connection therewith.              

         6.9 Commercially Reasonable Efforts. Between the date of this Agreement
and the Closing Date, Ecesis, Polychem and Shareholder will use commercially    
reasonable efforts to cause the conditions in Articles VII and VIII to be       
satisfied.                                                                      

ARTICLE VII. CONDITIONS TO OBLIGATIONS OF ECESIS

     The obligations of Ecesis to purchase the Assets are subject to the
satisfaction, at or before the Closing, of each of the following conditions:    

        7.1 Representations and Warranties. The representations and warranties
of Polychem and Shareholder contained herein, and the statements contained in   
any schedule, instrument, list, certificate or writing delivered by Polychem and
Shareholder pursuant to this Agreement shall be true, complete and accurate in  
all material respects as of the date when made and, as of the Closing Date as   
though such representations and warranties were made at and as of such dates,   
except for any changes expressly permitted by this Agreement.                   

    7.2 Performance. Polychem and Shareholder shall have performed and
complied in all material respects with all covenants, agreements, obligations   
and conditions required by this Agreement to be performed or complied with by   
Polychem and Shareholder at or prior to the Closing. Polychem and Shareholder   
agree that the Assets are unique and that damages would not be an adequate      
remedy for their breach of this Agreement. Therefore, in the event that Polychem
and/or Shareholder fail to refuse to satisfy conditions to Closing, or to       
otherwise perform their obligations hereunder, Polychem and Shareholder agree   
that Ecesis may enforce specific performance of this Agreement by appropriate   
proceedings in any court.                                                       

 7.3 No Proceeding or Litigation. There shall not be threatened,
instituted or pending any suit, action, investigation, inquiry or other         
proceeding by or before any court or governmental or other regulatory or        
administrative agency or commission requesting or looking toward an order,      
judgment or decree that (a) restrains or prohibits the consummation of the      
transactions contemplated hereby, (b) could have a material adverse effect on   
Ecesis' ability to exercise control over or manage the Assets after the Closing 
or (c) could have a Material Adverse Effect.                                    

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      7.4 Officers' Certificate. Polychem shall have delivered to Ecesis a
certificate, dated as of the Closing Date, executed by its Chief Executive      
Officer and Chief Financial Officer certifying the fulfillment of the conditions
specified in Sections 7.1, 7.2, and 7.3.                                        

      7.5 Secretary's Certificates. Each of Polychem and Shareholder shall
have delivered to Ecesis a certificate, dated as of the Closing Date, executed  
by its Secretary, certifying as to its certificate of incorporation, bylaws, or 
other governing documents and resolutions adopted by its board of directors with
respect to the transactions contemplated hereby.                                

      7.6 Documents. The Related Instruments and all other documents to be
delivered by Polychem and Shareholder to Ecesis at the Closing shall have been  
so delivered and shall be satisfactory in form and substance to Ecesis.         

        7.7 Consents and Approvals. All licenses, permits, consents, approvals
and authorizations of all third parties and governmental bodies and agencies    
shall have been obtained that are necessary in connection with (a) the execution
and delivery of this Agreement or the Related Instruments, (b) the consummation 
of the transactions contemplated hereby or thereby or (c) the ownership and     
operation by Ecesis of the Assets, and copies of all such licenses, permits,    
consents, approvals and authorizations shall have been delivered to Ecesis.     

      7.8 Shareholder Approval. The stockholders of Shareholder shall have
approved this Agreement, the sale of the Assets to Ecesis and the transactions  
contemplated thereby.                                                           

ARTICLE VIII. CONDITIONS TO OBLIGATIONS 
 OF POLYCHEM AND SHAREHOLDER

      The obligations of Polychem and Shareholder under this Agreement are
subject to the satisfaction, at or before the Closing, of each of the following 
conditions:                                                                     

        8.1 Representations and Warranties. The representations and warranties
of Ecesis contained herein shall be true, complete and accurate in all material 
respects as of the date when made and at and as of the Closing Date as though   
such representations and warranties were made at and as of such date, except for
any changes expressly permitted by this Agreement. Notwithstanding anything to  
the contrary set forth herein, if as of the Closing Date either party knew, or  
through the exercise of reasonable diligence should have known, of any breach by
the other party of a representation or warranty and proceeds with Closing, such 
breach shall be deemed waived.                                                  

  8.2 Performance. Ecesis shall have performed and complied in all
material respects with all covenants, agreements, obligations and conditions    
required by this Agreement to be so performed or complied with by it at or prior
to the Closing, including without limitation timely payment of royalties.       

     8.3 No Injunction. On the Closing Date, there shall be no effective
injunction, writ, preliminary restraining order or other order issued by a court
of competent jurisdiction restraining or prohibiting the consummation of the    
transactions contemplated hereby.                                               

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      8.4 Shareholder Approval. The stockholders of Shareholder shall have
approved this Agreement, the sale of the Assets to Ecesis and the transactions  
contemplated thereby.                                                           

ARTICLE IX. TERMINATION 

         9.1 Termination Events. This Agreement may, by notice given prior to or
at the Closing, be terminated:                                                  

                (a) By either Ecesis or Polychem if a material breach of any
provision of this Agreement has been committed by the other party and such      
breach has not been waived;                                                     

                 (b) By either Ecesis or Polychem if the Board of Directors of
Shareholder determines in good faith that its fiduciary duties require that it  
refrain from recommending (or withdraw or modify adversely to Ecesis its prior  
recommendation) that the stockholders of Shareholder approve the transactions   
contemplated by this Agreement;                                                 

               (c) (i) by Ecesis if any of the conditions in Article VI or
VII has not been satisfied as of the Closing Date or if satisfaction of such a  
condition is or becomes impossible (other than through the failure of Ecesis to 
comply with its obligations under this Agreement) and Ecesis has not waived such
condition on or before the Closing Date; or (ii) by Polychem, if any of the     
conditions in Article VIII has not been satisfied of the Closing Date or if     
satisfaction of such a condition is or becomes impossible (other than through   
the failure of Polychem or Shareholder to comply with its obligations under this
Agreement) and Polychem has not waived such condition on or before the Closing  
Date;                                                                           

    (d) By mutual consent of Ecesis and Polychem; or

           (e) By either Ecesis or Polychem if the Closing has not
occurred (other than through the failure of any party seeking to terminate this 
Agreement to comply fully with its obligations under this Agreement) on or      
before 120 days from the date hereof or such later date as the parties may agree
upon.                                                                           

    9.2 Effect of Termination. Each party's right of termination under
Section 9.1 is in addition to any other rights it may have under this Agreement 
or otherwise, and the exercise of a right of termination will not be an election
of remedies. If this Agreement is terminated pursuant to Section 9.1, all       
further obligations of the parties under this Agreement will terminate, except  
that the obligations in Section 11.2 will survive; provided, however, that if   
this Agreement is terminated by a party because of the breach of the Agreement  
by the other party or because one or more of the conditions to the terminating  
party's obligations under this Agreement is not satisfied as a result of the    
other party's failure to comply with its obligations under this Agreement, the  
terminating party's right to pursue all legal remedies will survive such        
termination unimpaired. If the Closing does not occur (a) Ecesis' aggregate     
liability for damages to Polychem or Shareholder for any breach of this         
Agreement shall be limited to the amount of the Deposit plus reasonable         
attorneys fees and costs and (b) the aggregate liability of Polychem and        
Shareholder to Ecesis for damages for any breach of this Agreement shall be     
limited to $150,000 plus reasonable attorneys fees and costs.                   

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ARTICLE X. INDEMNIFICATION AND CONTRIBUTION 

         10.1 Survival of Representations and Covenants. All representations and
warranties made by any party to this Agreement or pursuant hereto shall survive 
the Closing hereunder and any investigation made by or on behalf of any party   
hereto for a period of two years following the Closing Date; provided, however, 
that in the case of fraud, all such representations and warranties shall survive
indefinitely and provided that the representations and warranties under Sections
4.1, 4.2, 4.3(i) and (iii), 4.8, 5.1, 5.2, 5.3(i) and (iii) and 5.6 shall       
survive indefinitely. Subject to Section 9.2, the Closing shall not have the    
effect of terminating any covenant or obligations of the parties hereto which   
are applicable after the Closing.                                               

10.2 Indemnification.                                         

              (a) Subject to the terms and conditions of this Article X,
Polychem and Shareholder shall indemnify, defend and hold harmless Ecesis from  
and against all demands, claims, actions or causes of action, assessments,      
losses, damages, liabilities, costs and expenses, including interest, penalties 
and reasonable attorneys' fees and expenses (collectively, "Damages"), asserted 
against, resulting to, imposed upon or incurred by Ecesis, directly or          
indirectly, by reason of or resulting from (i) other than the Assumed           
Liabilities, any liabilities or obligations of Polychem (whether absolute,      
accrued, contingent or otherwise) existing as of the Closing or arising out of  
facts, conditions or circumstances existing at or prior thereto, whether or not 
such liabilities, obligations or claims were known at the time of the Closing,  
including without limitation, any liability or obligation arising out of the    
ownership of the Assets or the conduct of the Business prior to the Closing;    
(ii) a breach of any representation, warranty, covenant or agreement of Polychem
contained in or made pursuant to this Agreement or any Related Instrument; and  
(iii) any claim asserted against Ecesis or any of its Affiliates with respect to
any taxes relating to Polychem's operations or properties (collectively,        
"Ecesis' Claims").                                                              

              (b) Subject to the terms and conditions of this Article X,
Ecesis shall indemnify, defend and hold harmless Polychem and Shareholder from  
and against all Damages asserted against, resulting to, imposed upon or incurred
by Polychem, directly or indirectly, by reason of or resulting from (i) the     
Assumed Liabilities; and (ii) a breach of any representation, warranty, covenant
or agreement of Ecesis contained in or made pursuant to this Agreement          
(collectively, "Polychem's Claims") (Ecesis' Claims and Polychem's Claims       
collectively referred to as "Claims," each, a "Claim").                         

              (c) Notwithstanding any provision in this Article X to the
contrary, no party hereto shall be required to indemnify any Person pursuant to 
this Article X unless and until the aggregate amount of Claims as to which      
indemnification would be required from such party (but for the provisions of    
this Section 10.2(c)) exceeds $25,000 (the "Indemnity Threshold"), and          
thereafter such party shall be required in the manner and to the extent         
otherwise provided in this Article X, to indemnify any Person and to pay all    
amounts required to be paid by such party in respect of such Claims,            
irrespective of the Indemnity Threshold. The amount of each Claim shall be      
adjusted to provide the Indemnifying Party (as defined below) the benefit of (i)
any insurance coverage provided with respect to a Claim and (ii) any tax benefit
realized by the Indemnified Party (as defined below) with respect to a Claim.   

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        10.3 Third Party Claims. The obligations and liabilities of Ecesis, on
the one hand, and Polychem and Shareholder, on the other hand, as indemnifying  
parties (each, an "Indemnifying Party") to indemnify Polychem and the           
Shareholders and Ecesis, respectively (each, an "Indemnified Party"), under     
Section 10.2 with respect to Claims made by third parties shall be subject to   
the terms and conditions set forth in this Section 10.3. The Indemnified Party  
shall give written notice to the Indemnifying Party of any Claim with respect to
which it seeks indemnification promptly after the discovery by such party of any
matters giving rise to such Claim for indemnification; provided that the failure
of any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under Section 10.2 unless it shall have   
been prejudiced by the omission to provide such notice. In case any action,     
suit, claim or proceeding is brought against an Indemnified Party, the          
Indemnifying Party shall be entitled to participate in the defense thereof and, 
to the extent that it may wish, to assume the defense thereof, with counsel     
reasonably satisfactory to the Indemnified Party. After notice from the         
Indemnifying Party of its election so to assume the defense thereof, the        
Indemnifying Party will not be liable to the Indemnified Party under Section    
10.2 for any legal or other expense subsequently incurred by the Indemnified    
Party in connection with the defense thereof; provided, however, that (a) if the
Indemnifying Party shall elect not to assume the defense of such claim or action
or (b) if the Indemnified Party reasonably determines that there may be a       
conflict between the positions of the Indemnifying Party and the Indemnified    
Party in defending such claim or action, then separate counsel shall be entitled
to participate in and conduct such defense, and the Indemnifying Party shall be 
liable for any reasonable legal or other expenses incurred by the Indemnified   
Party in connection with such defense. The Indemnifying Party shall not be      
liable for any settlement of any action, suit, claim or proceeding effected     
without its written consent, which consent shall not be unreasonably withheld or
delayed. The Indemnifying Party shall not, without the Indemnified Party's prior
written consent, settle or compromise any action, suit, claim or proceeding to  
which the Indemnified Party is a party or consent to entry of any judgment in   
respect thereof, unless the Indemnifying Party discharges or assumes any and all
liabilities or obligations in connection with such settlement and the settlement
(i) includes an unconditional release of the Indemnified Party from all         
liability, (ii) requires only the payment of money and (iii) does not include an
admission of guilt.                                                             

 10.4 Contribution. In the event that the foregoing indemnity is
unavailable to an Indemnified Party for any reason, the Indemnifying Party shall
contribute to any such Damages and shall do so in such proportion as is         
appropriate to reflect the relative fault of each party in connection with the  
conduct that resulted in the Damages. The parties agree that it would not be    
just or equitable if contributions were determined by pro rata allocation or by 
any other method of allocation that does not take account of relative fault and 
other equitable considerations.                                                 

10.5 Remedies Cumulative. Except as expressly provided in this
Agreement, the remedies provided herein shall be cumulative and shall not       
preclude assertion by any party hereto of any other rights or the seeking of any
other remedies against any other party hereto.                                  

ARTICLE XI. NONCOMPETE AND NONDISCLOSURE

      11.1 Noncompetition. Polychem and the Shareholder covenant and agree
that, for a period of five (5) years after the Closing Date, Polychem and the   
Shareholder shall not, anywhere in the world, directly or indirectly engage in, 
assist or have an interest in (whether as proprietor, partner, investor, lender,
shareholder, member, officer, director or any other type of owner or principal  
whatsoever), or enter into the employment of or act as an agent for, or advisor 
or consultant to, any Person engaged in the business of manufacturing, marketing
and distributing products which compete with the Products. For purposes hereof, 
the term "shareholder" shall not include beneficial ownership of less than three
percent (3%) of the combined voting power of all issued and outstanding voting  
securities of a publicly-held corporation whose stock is, or at the time of     
acquisition of such securities was, traded on a major stock exchange or quoted  
on NASDAQ.                                                                      

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     11.2 Nondisclosure. Polychem and the Shareholder covenant and agree
that they will not at any time following disclose, directly or indirectly, or   
make available to any Person, or in any manner use for their own benefit, any   
Confidential Information or trade secrets relating to the Products or the       
Business, including, without limitation, business strategies, operating plans,  
acquisition strategies (including the identities of (and any other information  
concerning) possible acquisition candidates), pro forma financial information,  
market analysis, acquisition terms and conditions, personnel information,       
product information (whether existing, former, or proposed), trade secrets,     
sources of leads and methods of obtaining new business, know-how, customer lists
and relationships, supplier lists and relationships, manufacturing and          
distribution methods or any other methods of doing and operating the Business,  
or other non-public proprietary and confidential information relating to the    
Business, except to the extent that such information (i) is obtained from a     
third party whom the disclosing party has no reason to believe is bound by a    
duty of confidentiality, (ii) relates to information that is or becomes         
generally known to the public other than as a result of a breach of this        
Agreement, or (iii) is required to be disclosed by law or judicial              
administrative process (in which case prior to such disclosure the disclosing   
party shall promptly provide prior written notice of such required disclosure to
Ecesis in order to afford Ecesis the opportunity to seek an appropriate         
protective order preventing such disclosure).                                   

     11.3 Injunctive Relief. Polychem and the Shareholder agree that any
breach of this Article XI by them will cause irreparable damage to the business 
of Ecesis and that in the event of such breach Ecesis shall have, in addition to
any and all remedies of law, the right to an injunction, specific performance or
other equitable relief in any court of competent jurisdiction to prevent the    
violation of his obligations hereunder. Nothing herein contained shall be       
construed as prohibiting Ecesis from pursuing any other remedy available for    
such breach or threatened breach. The prevailing party in any litigation arising
under this Article XI shall be entitled to recover his or its attorneys' fees   
and expenses in addition to all other available remedies.                       

ARTICLE XII. MISCELLANEOUS

 12.1 Press Releases and Public Announcements. The parties shall
cooperate in the preparation of a joint press release to be issued following the
Closing. Unless required by law, Ecesis, on the one hand, nor Polychem or       
Shareholder, on the other hand, shall issue any press release or make any public
announcement relating to the subject matter of this Agreement prior to the      
Closing without the prior written approval of the other party.                  

        12.2 Confidentiality. Polychem, Shareholder and Ecesis shall hold, and
shall cause their respective members, employees, consultants and advisors to    
hold, in strict confidence, unless compelled to disclose by judicial or         
administrative process or by other requirements of law, all documents and       
information concerning the other parties furnished to it by any other party or  
its representatives in connection with the transactions contemplated by this    
Agreement (except to the extent that such information shall be shown to have    
been (a) previously known by the party to which it was furnished, (b) in the    
public domain through no fault of such party or (c) later lawfully acquired from
other sources by the party to which it was furnished), and each party shall not 
release or disclose such information to any other person, except its auditors,  
attorneys, financial advisors, bankers and other consultants and advisors in    
connection with the transactions contemplated by this Agreement. Each party     
shall be deemed to have satisfied its obligation to hold confidential           
information concerning or supplied by the other party if it exercises the same  
care as it takes to preserve confidentiality for its own similar information.   

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      12.3 Further Assurances. From time to time, at the request of Ecesis
and without further consideration, Polychem and Shareholder shall execute and   
deliver to Ecesis such documents and take such other action as Ecesis may       
reasonably request in order to consummate the transactions contemplated hereby  
and to vest in Ecesis good and valid title to the Assets.                       

       12.4 Parties in Interest. This Agreement shall be binding upon, inure
to the benefit of, and be enforceable by the respective successors and permitted
assigns of the parties hereto. Except as otherwise expressly provided herein,   
the rights and obligations of Ecesis hereunder may not be assigned without the  
prior written consent of Polychem and Shareholder, and the rights and           
obligations of Polychem and Shareholder hereunder may not be assigned without   
the prior written consent of Ecesis.                                            

        12.5 Entire Agreement. This Agreement, the exhibits, the schedules and
other writings among the parties hereto contain the entire understanding of the 
parties with respect to the subject matter hereof and thereof and supersede all 
prior understandings and agreements with respect to the subject matter hereof   
and thereof, including without limitation, any and all term sheets between the  
parties hereto.                                                                 

       12.6 Amendments and Waivers. No consent hereunder may be given and no
provision hereof may be waived except by a written instrument signed by the     
party to be charged with such consent or waiver. This Agreement may not be      
amended except by a written instrument duly executed by all of the parties      
hereto. Any amendment or waiver effected in accordance with this Section 12.6   
shall be binding upon all of the parties hereto.                                

   12.7 Headings. The Article and Section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the   
meaning or interpretation of this Agreement.                                    

        12.8 Notices. All notices, claims, certificates, requests, demands and
other communications hereunder shall be in writing and shall be deemed to have  
been duly given if delivered personally, mailed (registered or certified mail,  
postage prepaid, return receipt requested) or by facsimile transmission with    
written confirmation (if a copy of such facsimile transmission is               
contemporaneous sent by first class mail) as follows:                           

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If to Ecesis:                    Ecesis LLC                                     
                  Franklin Avenue and Grant Street
         Phoenixville, PA  19460
                        Attention: Paul A. DeJuliis, President
             Facsimile No.(610) 935-7151

with a copy to:                  McCausland, Keen & Buckman                     
         Radnor Court, Suite 160
               259 North Radnor-Chester Road
  Radnor, PA 19087
                    Attention:  Marc S. Maser, Esquire
                Facsimile No.:  (610) 341-1099

If to Polychem or Shareholder:   Polychem Corporation                           
                  Franklin Avenue and Grant Street
         Phoenixville, PA  19460
                             Attention:  Edward F. Sager, Jr., President
                Facsimile No.:  (610) 935-7151

with a copy to:                  Klehr, Harrison, Harvey, Branzburg & Ellers LLP
        260 South Broad Street
         Philadelphia, PA  19102
                        Attention:  Lawrence D. Rovin, Esquire
                Facsimile No.:  (215) 568-6603

or to such other address as the person to whom notice is to be given may have   
previously furnished to the others in writing in the manner set forth above,    
provided that notice of a change of address shall be deemed given only upon     
receipt.                                                                        

       12.9 Governing Law; Jurisdiction. This Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania,  
without regard to its or any other jurisdiction's conflicts of laws principles. 
Any legal action or proceeding with respect to this Agreement or for recognition
and enforcement of any judgment in respect hereof brought by any party hereto or
its successors or assigns shall be brought and determined in the federal or     
state courts located in Philadelphia, Pennsylvania, and each party hereto       
submits with regard to any such action or proceeding for itself and in respect  
to its property, generally and unconditionally, to the exclusive jurisdiction of
such courts, and agrees that service of process in any such action or proceeding
shall be effective if mailed to such party at the address specified herein. To  
the fullest extent permitted by law, each party hereto irrevocably waives, and  
agrees not to assert, by way of motion, as a defense, counterclaim or otherwise,
in any action or proceeding with respect to this Agreement any claim that (a) it
is not personally subject to the jurisdiction of such courts for any reason, (b)
that it or its property is exempt or immune from jurisdiction of any court or   
from any legal process commenced in such courts (whether through service of     
notice, attachment prior to judgment, attachment in aid of execution of         
judgment, execution of judgment or otherwise), (c) the suit, action or          
proceeding in any such court is brought in an inconvenient forum, (d) the venue 
of such suit, action or proceeding is improper and (e) this Agreement, or the   
subject matter hereof, may not be enforced in or by such courts.                

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         12.10 Third Parties. Nothing herein expressed or implied is intended or
shall be construed to confer upon or give to any person, other than the parties 
hereto and their successors or permitted assigns, any rights or remedies under  
or by reason of this Agreement.                                                 

        12.11 Counterparts. This Agreement may be executed by facsimile and in
counterparts, each of which shall be deemed an original, but all of which       
together shall constitute one and the same instrument.                          

        12.12 Expenses. Each party hereto will bear its own costs and expenses
(including fees and expenses of legal counsel, accountants, investment bankers, 
brokers or other representatives or consultants) incurred in connection with    
this Agreement and the transactions contemplated hereby.                        

        12.13 Construction. Ecesis, Polychem and Shareholder have participated
jointly in the negotiation and drafting of this Agreement. In the event an      
ambiguity or question of intent or interpretation arises, this Agreement will be
construed as if drafted jointly by the parties hereto and no presumption or     
burden of proof will arise favoring or disfavoring any party by virtue of the   
authorship of any of the provisions of this Agreement.                          

     12.14 Incorporation of Exhibits and Schedules. The exhibits and the
schedules identified in this Agreement are incorporated herein by reference and 
made a part hereof.                                                             

     12.15 Right of Set-off. Notwithstanding any provision hereof to the
contrary, Ecesis shall be entitled to set-off (i) any amounts due to Ecesis from
Polychem or from Shareholder hereunder, whether by reason of indemnification    
under Section 10.2(a), or otherwise, against (ii) amounts due to Polychem       
hereunder (including without limitation indemnification under Section 10.2(b) or
amounts due under the Promissory Note). Any set-off shall be applied against    
amounts payable to Polychem or Shareholder in the chronological order all       
amounts of every kind payable to Polychem or Shareholder are due until the      
set-off is complete. Amounts due to Polychem or Shareholder may be set off      
against amounts due from Polychem or Shareholder. Notwithstanding any provision 
hereof or of the Promissory Note to the contrary, upon the occurrence of any    
event or existence of any condition which Ecesis reasonably believes will result
in a claim for indemnification under Section 10.2(a), Ecesis may withhold from  
amounts otherwise due under the Promissory Note an amount equal to Ecesis'      
reasonable estimate of the amount of such claim until such time as the actual   
amount of Ecesis' indemnification claim, and right of set-off hereunder, is     
determined.                                                                     

ARTICLE XIII. OTHER DEFINED TERMS 

    13.1 Other Defined Terms. As used in this Agreement, the following
terms have the meanings indicated:                                              

                           "Affiliate" of a specified person means a person that
              directly or indirectly through one or more intermediaries,
                controls, is controlled by, or is under common control with,
the person specified.                       

                       "control", for the purposes of the definitions of
                 Affiliate and Related Person, means the possession, direct or
                  indirect, of the power to direct or cause the direction of the
            management and policies of a Person, whether through the
                 ownership of voting securities, by contract or otherwise, and
        shall be construed as such term is used in the rules
promulgated under the Securities Act.       

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                        "Copyrights" means all registered and unregistered
             copyrights in both published works and unpublished works.

                     "including" means including but not limited to.

                    "Intellectual Property" shall mean any and all
                  intellectual property now or hereafter owned by or licensed to
                Polychem by third parties including, without limitation, any
            and all inventions, Patents, know-how (including without
        limitation formulas, processes, techniques, methods,
    technology, products, apparatuses, materials and
                 compositions), trademarks, trademark registrations, trademark
                applications, service marks, trade names and all other names
                  and slogans embodying business or product, goodwill (or both),
             copyrights, mask works, Trade Secrets, computer software,
                 documentation, instruction manuals, operating manuals, method
                  plans, procedures, models, molds, specifications, Websites and
                  all other intellectual property rights, whether or not subject
to statutory registration or protection.    

                          "Marks" means Polychem's name, all assumed fictional
              business names, trading names, registered and unregistered
          trademarks, service marks, and applications therefore.

                          "Material Adverse Effect" means any material adverse
          effect on the operations, financial condition, assets,
                  liabilities, earnings or prospects of the Business, the Assets
                  or the ownership or operation of the Business or the Assets by
the Ecesis.                                 

                           "Patents" means all patents, patent applications, and
      inventions and discoveries that may be patentable.

                  "Person" means an individual, a partnership,
             corporation, limited liability company, limited liability
                 partnership, trust, unincorporated organization, other entity
or group.                                   

                       "Products" means those plastic products currently
                being produced and sold by Polychem, as described on Exhibit
"E" hereto.                                 

                        "Trade Secrets" means all know-how, trade secrets,
            confidential or proprietary information, customer lists,
              software, technical information, data, process technology,
    plans, drawings, designs, blue prints and molds.

                       "Websites " means all rights in internet websites
             (including the content thereof) and internet domain names
presently used by Polychem.                 

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 Annex A
 -------

        IN WITNESS WHEREOF, this License and Asset Purchase Agreement has been
duly executed and delivered by the undersigned as of the date first written     
above.                                                                          

        Ecesis LLC

 By:
                                         -------------------------------------
                             Name:  Paul A. DeJuliis
                      Title: President

                  Polychem Corporation

 By:
                                         -------------------------------------
                               Name:  Edward F. Sager, Jr.
                    Title: President

                       ConMat Technologies, Inc.

 By:
                                         -------------------------------------
                               Name:  Edward F. Sager, Jr.
                    Title: President

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Annex B 
------- 

                                                                           DRAFT

                                                                April ____, 2002

The Board of Directors                                                          
ConMat Technologies, Inc.                                                       
Franklin Avenue and Grant Street                                                
Phoenixville, PA  19360                                                         

Attention: Edward F. Sager, Jr.                                                 

Dear Mr. Sager:                                                                 

       You have requested the opinion of Ogorek & Company Inc. ("Ogorek") as
to the fairness, from a financial point of view, as of the date hereof, to the  
shareholders of ConMat Technologies, Inc. ("ConMat") of the consideration to be 
paid to Polychem Corporation ("Polychem"), a wholly owned subsidiary of ConMat, 
for the proposed sale of all of Polychem's product lines of custom engineered   
plastic molded products and certain related assets (the "Sale") as more fully   
described in the Licenses and Asset Purchase Agreement dated March 20, 2002 (the
"Purchase Agreement"), by and among Ecesis LLC, a Delaware limited liability    
company, Polychem, and ConMat. Pursuant to the Purchase Agreement, Polychem will
receive approximately $1,650,000 from Ecesis. The purchase price will consist of
(i) $500,000 in cash paid at closing of the Sale, (ii) $1,150,000 pursuant to a 
promissory note delivered to Polychem at closing, and by delivering to Polychem 
of 382,500 shares of ConMat's Series C Preferred Stock and warrants to purchase 
382,500 shares of ConMat common stock owned by Ecesis. As described in the      
Purchase Agreement, at December 31, 2001, the Series C Preferred Stock has a    
liquidation preference of $ 1,199,478 and accrued and unpaid dividends of       
$118,303.                                                                       

  Ogorek, as part of its financial advisory business, is regularly
engaged in the valuation of assets, securities and companies in connection with 
various types of asset and security transactions, including mergers,            
acquisitions, and valuations for various other purposes, and in the             
determination of adequate consideration in such transactions.                   

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Mr. Edward F. Sager, Jr.                                                        
April ___, 2002                                                                 
Page 2                                                                          

  Ogorek has no present or contemplated future interest in ConMat,
Polychem or Ecesis and neither employment nor compensation in connection with   
this report is in any way contingent upon the conclusions reached.              

         In arriving at our opinions, we considered the following factors, among
others, which we deemed relevant:                                               

       1. Historical financial performance, current financial conditions and
future prospects of Polychem.                           

 2. Industry information and trends as they related to Polychem,
      including, but not limited to, industry acquisition multiples.

   3. Stock market performance and trading activity of ConMat, where
          applicable, and comparison to similar public companies, including,
     but not limited to, price to earnings ratios, other valuation
multiples, and future growth prospects.                 

     4. Information, to the extent available, on mergers and acquisition
transactions involving similar companies.               

  5. Discounted cash flow analysis and liquidation analysis, where
applicable, for Polychem.                               

       6. Licenses and Asset Purchase Agreement dated March 20, 2002 and its
Exhibits.                                               

    7. Supply Agreement, dated March 20, 2002, among Polychem, Ecesis,
Ensinger Vekton, Inc. and Putnam Precision Molding, Inc.

        Our financial analysis was based upon, but not limited to, a review of
the following sources of information examined during the course of this         
engagement:                                                                     

1. Preliminary Proxy Statement dated _______ and its Exhibits.

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Mr. Edward F. Sager, Jr.                                                        
April ___, 2002                                                                 
Page 3                                                                          

         2. SEC filings by Polychem, including 10K's for the calendar years 1999
            and 2000, as well as, 10Q's and other SEC Reports filed in the years
1999 through 2001.                                      

  3. Internally projected income statements and balance sheets for
 Polychem for 2002 and 2003. We also reviewed management's
    assumptions for projections for the years 2004 through 2006.

   4. Plan of Liquidation and Distribution dated _______ prepared by
management.                                             

5. ConMat/Polychem Plan of Reorganization.                    

         6. Settlement Agreement dated October 25, 2001 and modified December 5,
     2001, by and among John W. Morris (Chapter 11 Trustee for the
Eastwind Group), Paul A. DeJulius, ConMat and Polychem. 

    7. Appraisal of the real estate asset of Polychem as of _________.

         8. Dow Jones news articles and press releases for the period January 1,
1999 through March 31, 2002.                            

      During the course of our engagement, we met with certain persons and
discussed the Purchase Agreement and Polychem's operations, historical financial
statements and future prospects, who in our judgment, were capable of providing 
us with information necessary to complete the assignment. These interviews and  
meetings included, but were not limited to Mr. Paul A. DeJuliis, member of      
Ecesis and a former Chairman and Director of ConMat and Polychem; Richard R.    
Schutte, member of Ecesis and former President, Chief Operating Officer and     
Director of ConMat and Polychem; and Edward F. Sager, Jr., President and        
Director of ConMat and Polychem.                                                

As part of our review process and opinion, we also visited the
Company's headquarters in Phoenixville, PA.                                     

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Mr. Edward F. Sager, Jr.                                                        
April ___, 2002                                                                 
Page 4                                                                          

     Our opinion is given in reliance on information and representations
provided or given by ConMat's and Polychem's officers, directors, auditors and  
other agents, and on filings, releases and other information issued by ConMat   
and Polychem including financial statements, financial projections as well as   
certain information from recognized independent sources. We have not            
independently verified this information concerning these companies nor other    
data which we have considered in our review and, for purposes of the opinion set
forth below, we have assumed that the Agreement is, in all respects, lawful     
under applicable corporate and tax law.                                         

 With regards to financial and other information relating to the
projected performance of Polychem, we have assumed that such information has    
been reasonably prepared and reflects the best currently available estimates and
judgments of the management of Polychem and ConMat as to Polychem's most likely 
future performance. With respect to valuations, we have not assumed any         
responsibility for any independent valuation or appraisal of any of the assets  
or liabilities of Polychem or ConMat. In using independent valuations or        
appraisals in our analysis, we have accepted these valuations and appraisals as 
they have been submitted to us by management and have not independently verified
such information. In rendering this opinion, we have assumed that in preparation
of the proxy statement, no conditions will be imposed that will have a material 
adverse affect on the contemplated benefits of the Purchase Agreement to the    
Shareholders of ConMat.                                                         

      This opinion is necessarily based on economic, market, financial and
other conditions as they exist, and on information made available to us, as of  
the date of this letter. It should be understood that, although subsequent      
developments may affect this opinion, we do not have any obligation to update,  
revise or reaffirm this opinion. We are expressing no opinion herein as to the  
prices at which the common shares of ConMat will actually trade at any point of 
time. Our opinion does not constitute a recommendation to the Independent       
Director of the Board of Directors of ConMat and does not constitute a          
recommendation to any shareholder as to how such shareholder should vote on the 
Purchase Agreement.                                                             

         This letter is for information of the Independent Director of the Board
of Directors of ConMat only in his evaluation of the Agreement and may not be   
relied upon by any other person. This letter is not to be equated or referred   
to, in whole or in part, in any registration statement, prospectus, or in any   
other document used in connection with the offering or sales of securities, nor 
shall this letter be used for any other purposes without our prior written      
consent, except that this opinion may be included in its entirety as an appendix
to ConMat's proxy statement furnished to the ConMat shareholders in connections 
with the proposed Purchase Agreement. The opinion may be summarized and referred
to in other sections of the proxy statement subject to our review and approval. 

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Mr. Edward Sager                                                                
April ___, 2002                                                                 
Page 5                                                                          

       Based on the foregoing and such other factors as we deem relevant, it
is our opinion that, as of the date hereof, the consideration to be received    
pursuant to the Purchase Agreement is fair, from a financial point of view, to  
the shareholders of ConMat.                                                     

                                       Very truly yours,

                                           ---------------------
                                           Ogorek & Company Inc.
-------------------                                                             
Richard Ogorek, CPA                                                             

-----------------------                                                         
Paul Mulholland, CPA, CVA                                                       

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 Annex C
 -------

SETTLEMENT AGREEMENT

    This Settlement Agreement (the "Agreement") dated as of February __, 2002,
is made among John R. Thach ("Thach"), John W. Morris, Esquire, Chapter 11      
Trustee for himself as Trustee and for the Eastwind Group, Inc. ("Eastwind"),   
Debtor (the "Trustee"), Paul A. DeJuliis ("DeJuliis"), ConMat Technologies, Inc.
("ConMat") and Polychem Corporation ("Polychem") (collectively, the "Parties" or
separately "Party").                                                            

Background

    A. On June 20, 1997, Thach and Eastwind entered into a severance agreement
("the "Severance Agreement") with respect to Thach's prior employment contract  
with Eastwind, providing (by way of summary for convenience, rather than an     
interpretation binding on the Parties), among other things, that Eastwind would 
pay Thach: (1) the sum of $125,000, in cash, at the closing of the earlier of   
either Eastwind's refinancing the majority of its secured debt or its sale of   
its wholly-owned subsidiary Polychem (the "$125,000 Payment"); (2) $200,000 per 
annum, on a semi-monthly basis, through January 1, 2000 (the "Semi-monthly      
Payments"); (3) health and medical benefit coverage until other such coverage   
was obtained by Thach, but not beyond January 1, 2000, plus automotive payments,
privileges and benefits (collectively, the "Benefits"); and (4) any and all     
reasonable expenses (legal and otherwise) incurred by Thach in attempting to    
collect payments due under the Severance Agreement (the "Collection Expenses"). 
Thach signed the Severance Agreement, individually, and DeJuliis signed the     
Severance Agreement as Chairman and Chief Executive Officer of Eastwind.        

B. On January 28, 1999, Thach filed a complaint in the Court of Common
Pleas of Montgomery County, Pennsylvania, against Eastwind, DeJuliis, ConMat,   
Informatix Holdings, Inc. ("Informatix"), Howard M. Appel ("Appel") and William 
B. Miller ("Miller"), initiating Civil Action No. 99-01195 (the "State Court    
Action") for amounts due under the Severance Agreement.                         

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C. The State Court Action set forth claims by Thach for (1) breach of 
contract with respect to the Severance Agreement (against Eastwind), (2)        
fraudulent transfer with respect to a December 1998 transaction between Eastwind
and ConMat regarding Polychem (said transaction shall hereinafter be referred to
as the "Polychem Transaction") (against Eastwind, DeJuliis, ConMat, Appel and   
Miller), (3) fraudulent transfer with respect to a proposed early 1999          
transaction between Eastwind and Informatix regarding Eastwind's wholly-owned   
subsidiary Centennial Printing Corporation ("Centennial") (said proposed        
transaction shall hereinafter be referred to as the "Centennial Transaction")   
(against Eastwind, DeJuliis, Informatix, Appel and Miller), (4) injunctive      
relief (against all defendants), (5) fraud (against Eastwind), (6) breach of the
implied covenant of good faith and fair dealing (against Eastwind), (7) claims  
under the Pennsylvania Wage Payment and Collection Law (the "Wage Act") (against
Eastwind, DeJuliis, Miller and Appel, (8) intentional interference with         
employment contract (against DeJuliis and Miller), (9) civil conspiracy (against
all defendants) and (10) constructive trust (against all defendants).           

  D. Following a protracted period of motion practice and discovery in the
State Court Action, on October 27, 2000 (the "Petition Date"), Eastwind filed a 
voluntarily petition under Chapter 11 of the United States Bankruptcy Code in   
the United States Bankruptcy Court for the Eastern District of Pennsylvania (the
"Bankruptcy Court") initiating the Chapter 11 case entitled The Eastwind Group, 
Inc., Debtors, Chapter 11, Case No. 00-33372 (SR) (the "Bankruptcy Case").      

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  E. On November 29, 2000, Thach filed a Notice of Bankruptcy Removal (the
"Removal") whereby he removed the State Court Action to the Bankruptcy Court    
pursuant to which it became Adversary Proceeding No. 00-906 (the "Adversary").  

F. Between January 22 and 24, 2001, Thach timely filed three proofs of
claim (collectively, the "Thach Proofs of Claim") in the Bankruptcy Case as     
follows:                                                                        

Description                    Amount     
-----------                    ------     
Original Thach Claims            $650,000.00 (increasing) 
"IRS Claim"                        90,913.02 (increasing) 
"IRS and DER Claim"               100,000.00 (increasing) 

(Thach also filed a Proof of Interest in the Bankruptcy Case setting forth his  
equity interest in Eastwind. Thach's Proof of Interest is not subject to any of 
the terms of this Agreement.)                                                   

G. On February 2, 2001, the Trustee was appointed by Order of the     
Bankruptcy Court.                                                               

     H. On April 9, 2001, Thach filed a motion with the Bankruptcy Court seeking
leave to file a First Amended Complaint in the Adversary, which motion was      
granted by the Bankruptcy Court resulting in the filing of Thach's First Amended
Complaint against Eastwind, DeJuliis, Miller, Edward F. Sager, Jr. ("Sager"),   
Andrew Panzo ("Panzo"), ConMat, Polychem and Appel.                             

 I. Thach's First Amended Complaint sets forth claims for (1) fraudulent
transfer with respect to the Polychem Transaction (against all Defendants), (2) 
fraudulent transfer with respect to the Eastwind Stockholder's Trust (the       
"Trust"), created in connection with the Polychem Transaction (against all      
Defendants), (3) breach of contract (against Eastwind), (4) claims under the    
Wage Act (against Eastwind, DeJuliis, Miller and Appel), (5) breach of fiduciary
duty, as to creditors (against DeJuliis, Miller, Sager and Panzo), (6) breach of
the duty of loyalty (against DeJuliis, Miller, Sager and Panzo), (7) breach of  
the duty of care (against DeJuliis, Miller, Sager and Panzo), (8) injunctive    
relief (against all defendants), (9) civil conspiracy (against all defendants)  
and (10) constructive trust (against all defendants) (collectively, the "First  
Amended Thach Claims").                                                         

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  J. Pursuant to Order of the Bankruptcy Court and stipulation between the
Trustee and Thach, on May 24, 2001, the Trustee filed the "Substituted Complaint
of John W. Morris, Chapter 11 Trustee" (the "Substituted Complaint"), pursuant  
to which the Trustee became the sole plaintiff in the Adversary with respect to,
among other things, the First Amended Thach Claims exclusive of Thach's claims  
for (1) breach of contract (against Eastwind), (2) claims under the Wage Act    
(against Eastwind, DeJuliis, Miller, Appel, Sager, Panzo and Stephen P.         
Harrington ("Harrington")) and to the extent relating to items (1) and (2),     
Thach claims for injunctive relief (against all defendants sued by Thach), civil
conspiracy (against all defendants sued by Thach) and constructive trust and    
unjust enrichment (against all defendants sued by Thach) (said claims in the    
Adversary reserved by Thach are referred to collectively as the "Second Amended 
Thach Claims") (the Second Amended Thach Claims and the Thach Proofs of Claims  
are hereinafter referred to collectively as the "Thach Claims").                

  K. On June 5, 2001, pursuant to his stipulation with the Trustee and the
Court's Order, Thach filed his Second Amended Complaint in the Adversary setting
forth the Second Amended Thach claims in which Thach named as defendants all    
defendants previously named in Thach's First Amended Complaint, plus Harrington,
and preserving his rights with respect to all of the previously asserted First  
Amended Thach Claims (in the event the Trustee failed to prosecute same).       

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L. On October 25, 2001, the Trustee filed a motion for approval of a  
settlement agreement (the "Trustee's Settlement Agreement") with DeJuliis,      
ConMat and PolyChem (collectively, the "Settling Defendants") pursuant to which 
the Trustee proposed to settle all claims asserted in the Substituted Complaint 
against the Settling Defendants and all other claims, including all proofs of   
claims, asserted by the Settling Defendants against Eastwind. (Those defendants 
named in the Substituted Complaint, which include those defendants named in     
Thach's Second Amended Complaint who are not Parties to this Agreement, are     
hereinafter referred to as the "Non-Settling Defendants").                      

  M. One of the conditions precedent to the effectiveness of the Trustee's
Settlement Agreement is that the Trustee reach a settlement with Thach with     
respect to the Thach Claims to the extent the Thach Claims are asserted against 
Eastwind and the Settling Defendants.                                           

N. In discussions with the Settling Defendants with respect to the    
Trustee's Settlement Agreement, Thach has indicated that he is unwilling to     
settle with the Trustee or the Settling Defendants without also resolving the   
IRS Claim, which relates to a claim asserted against Thach individually by the  
United States Department of the Treasury, Internal Revenue Service ("IRS")      
relating to the Lavelle Aircraft Company and/or the Lavelle Company ("Lavelle"),
the latter being a former subsidiary of Eastwind, in the amount of approximately
$90,913.02, which claim the IRS has also asserted against DeJuliis individually 
(the "IRS Claim"). (The proposed settlement among Thach and the Settling        
Defendants with respect to the IRS Claim, is attached hereto and incorporated   
herein as Exhibit "A" and is referred to as the "IRS Settlement").              

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  O. The Trustee, Thach and the Settling Defendants, in order to avoid the
expense and uncertainty of further litigation, and in order to attempt to       
achieve the potential benefits of the Trustee's Settlement Agreement, now wish  
to settle and resolve their various disputes on the terms and conditions set    
forth in this Agreement. As described in more detail above, the matters intended
to be settled by this Agreement as among Thach, the Trustee and the Settling    
Defendants are (1) the Second Amended Thach Claims, but solely as said claims   
relate to Eastwind and the Settling Defendants, (2) the Thach Proofs of Claim,  
excluding the IRS Claim and the IRS and DER Claim. (Said Second Amended Thach   
Claims and the Thach Proofs of Claim that are intended to be settled by this    
Agreement are hereinafter referred to collectively as, the "Settling Thach      
Claims"). Nothing in this Agreement is intended to provide for the settlement of
the Second Amended Thach Claims to the extent such claims are asserted against  
parties other than Eastwind or the Settling Defendants and all Thach's rights   
with respect to same are fully and completely preserved.                        

    P. By entering into this Agreement, Thach and the Settling Defendants also
intend to settle the IRS Claim, pursuant to the terms and conditions of this    
Agreement and the IRS Settlement, attached hereto and incorporated herein by    
reference as Exhibit "A".                                                       

 The Agreement

    NOW THEREFORE, in consideration of the foregoing Background, which
Background is incorporated herein by reference, and intending to be legally     
bound, the Parties agree as follows:                                            

  1. Acknowledgement Of Total Claimed Amount Of Settling Thach Claims. The
Parties hereby stipulate and agree that the total dollar value of the Settling  
Thach Claims (if Thach were to prevail on all such claims as to all defendants  
named by Thach in his Second Amended Complaint) is seven hundred and twelve     
thousand dollars ($712,000) (the "Claimed Amount") consisting of the following  
components:                                                                     

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Amount                          Description       
------                          -----------       
$216,666.00                 Semi-Monthly Payments         
                                 December 1998 through December 1999
$125,000.00                 $125,000.00 Payment           
$ 20,000.00                 Benefits                      
$350,334.00                 Collection Expenses           
-----------                                               
$712,000.00                 Total                         

    2. Settlement Amount. As a compromise and complete settlement with respect
to the Settling Thach Claims, Thach shall accept as an allowed claim in the     
Bankruptcy Case a total of three hundred and fifty thousand dollars ($350,000)  
(the "Settlement Amount") to be paid and treated as provided herein.            

     3. Allocation Of Settlement Amount. The Parties hereby stipulate and agree,
and by entry of an Order by the Bankruptcy Court approving this Agreement, the  
Bankruptcy Court shall be deemed to have found that for purposes of implementing
this Settlement Agreement, the Settlement Amount is allocated among the various 
components of the Settling Thach Claims as follows (the "Thach Settlement       
Allocation"): Amount Description                                                

          $ 62,500.00               Collection Expenses in the form of actual,
                                   necessary expenses for attorneys' fees in
                              making a substantial contribution to
                                   Eastwind's Chapter 11 case pursuant to 11
                                     U.S.C.ss.503(b)(3)(D) (the "ss.503(b)(3)(D)
 Claim")
$125,000.00               $125,000.00 Payment             
$162,500.00               Collection Expenses             
-----------                                               
$350,000.00               Settlement Amount               

  4. Allowance and Payment of Settlement Amount. Upon entry of an Order by
the Bankruptcy Court approving this Agreement, the Settlement Amount shall be   
deemed allowed in full as a claim against Eastwind and shall be paid as follows:
(a) the ss. 503(b)(3)(D) Claim shall be paid as an allowed administrative       
expense of the estate of Eastwind by check drawn to the order of "Blank Rome    
Comisky & McCauley LLP", Thach's attorneys, upon the making of the first        
distribution to be made to ss. 503(b) administrative claimants in the Bankruptcy
Case (provided that if such first distribution is not sufficient to pay all     
allowed ss. 503(b) administrative claims in full, such first distribution will  
be made pro rata among such allowed ss. 503(b) administrative claims and any    
balance owed to Thach shall be made upon subsequent distribution) and (b) the   
balance of the Settlement Amount of $287,500, shall be paid to the order of     
"Blank Rome Comisky & McCauley LLP, as escrow agent" as an allowed general      
unsecured claim against Eastwind and shall be paid in full or pro rata at the   
time of the first distribution to general unsecured creditors in the Bankruptcy 
Case as funds may permit. Thach's right to petition the Bankruptcy Court for    
payment of any portion of the Settlement Amount at an earlier time is hereby    
fully preserved.                                                                

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5. Allocation of Unpaid Portion of Thach Claims. The Parties hereby   
stipulate and agree, and by entry of an Order by the Bankruptcy Court approving 
this Agreement, the Bankruptcy Court shall be deemed to have found, that for    
purposes of implementing this Settlement Agreement the difference between the   
Claimed Amount ($712,000.00) and the Settlement Amount ($350,000.00), which     
difference equals three hundred and sixty-two thousand dollars ($362,000.00),   
plus any additional Collection Expenses that have been incurred by Thach as of  
the date of this Agreement and which will be incurred by Thach after the date of
this Agreement, plus any additional amounts to which Thach would be entitled    
under applicable law (hereinafter, the "Unpaid Amount"), shall consist of:      
unpaid Semi-Monthly Payments ($216,000), unpaid Benefits ($20,000) and unpaid   
Collection Expenses and any additional amounts to which Thach may be entitled   
under applicable law ($126,000, plus additions).                                

    6. Preservation of Thach's Rights Regarding the Unpaid Amount. The Parties
stipulate and agree that except as may otherwise be provided in this Agreement, 
nothing herein shall be deemed or construed to limit in any way Thach's rights  
to pursue the Unpaid Amount from persons other than the Trustee, Eastwind or the
Settling Defendants, including, but without limitation, persons currently named 
or to be named as defendants or third-party defendants in the Adversary other   
than Eastwind and the Settling Defendants (collectively, the "Preserved         
Defendants"), and Thach's said rights with respect to the Unpaid Amount are     
hereby specifically and unconditionally preserved (the "Preserved Claims").     

7. Preservation of Thach's Right to Assert Additional Claim Under 11  
U.S.C.ss.503(b)(3). The Parties hereby stipulate and agree that notwithstanding 
their agreement to thess.503(b)(3)(D) Claim, Thach's right to submit further    
claims to the Bankruptcy Court under 11 U.S.C.ss.503(b) and the Trustee's and   
Settling Defendants' right to object to same, are hereby preserved.             

    8. IRS Settlement A Condition to this Agreement. Thach's decision to enter
into this Agreement, was and is conditioned upon the Settling Defendants'       
agreeing to enter into and fully perform all the terms and conditions of the IRS
Settlement.                                                                     

9. Court Approval of this Agreement and Trustee's Settlement Agreement
Required. The effectiveness of this Agreement is conditioned upon the entry of  
an Order by the Bankruptcy Court approving this Agreement as well as the entry  
of an Order by the Bankruptcy Court approving the Trustee's Settlement          
Agreement. If the Bankruptcy Court refuses or fails to enter an Order approving 
this Agreement or the Trustee's Settlement Agreement, this entire Agreement     
shall automatically be null and void and of no force or effect and no Party     
shall be bound by any of the terms hereof.                                      

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  10. Consummation of Trustee's Settlement Agreement is a Pre-Condition to
this Agreement; This Agreement Void if No Performance. The effectiveness of this
Agreement, and the Parties' rights and obligations hereunder, is expressly      
conditioned upon the Settling Defendants' payment of all amounts due to the     
Trustee and Eastwind under the Trustee's Settlement Agreement. Defendants'      
failure to so perform shall automatically render this Agreement null and void   
and of no force or effect, including, but without limitation, all the releases, 
findings and stipulations set forth herein.                                     

     11. Release of Trustee, Eastwind and Settling Defendants by Thach. With the
exception of the obligations and rights set forth in this Agreement, including  
the IRS Settlement, the IRS Claim, the IRS and DER Claim, the Thach Proof of    
Interest, and Thach's right to submit further claims to the Bankruptcy Court    
under 11 U.S.C. ss. 503(b), and subject to the terms of this Agreement,         
including, without limitation, the requirements of paragraph 10 above, Thach on 
his own behalf, and on behalf of his heirs, executors, administrators, advisors,
partners, employers, agents, consultants, attorneys, representatives,           
successors, assigns and spouses (collectively, the "Releasing Parties") shall be
deemed to have fully and forever released, remised, acquitted and discharged    
Eastwind, the Trustee and the Settling Defendants and their respective officers,
directors, employees, agents, consultants, current attorneys, administrators,   
successors, assigns, heirs, executors and spouses (collectively, the "Released  
Parties") (exclusive of the Preserved Defendants (defined above)) from all past 
and present contracts, agreements, promises, covenants, actions, causes of      
action, suits at law or in equity, complaints, proceedings, new matter,         
third-party claims, claims for indemnification and contribution, claims,        
counterclaims, debts, guarantees, obligations, duties, demands, obligations,    
damages, liabilities, losses, costs and expenses (including, without limitation,
attorneys' fees and disbursements) of each and every kind, nature and           
description whatsoever, whether known or unknown, foreseen or unforeseen, real  
or imaginary, actual or potential, in contract or in tort, which the Releasing  
Parties had or now has against the Released Parties, jointly or severally,      
arising out of, related to, or in connection with, the Bankruptcy Case or the   
Adversary.                                                                      

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     12. Release of Thach by Trustee, Eastwind and Settling Defendants. With the
exception of the obligations and rights set forth in this Agreement, and subject
to the terms of this Agreement, the Trustee, Eastwind and the Settling          
Defendants, on their own behalf and on behalf of their respective heirs,        
executors, owners, representatives, agents, consultants, attorneys,             
shareholders, officers, directors, administrators, advisors, partners,          
employers, trustees, parents, subsidiaries, affiliates, predecessors,           
successors, assigns and spouses (collectively, the "Releasing Parties"), shall  
be deemed to have fully and forever released, remised, acquitted and discharged 
Thach, individually and in his capacity as a former officer, director and       
shareholder of Eastwind and its current and prior affiliates and subsidiaries,  
and all of Thach's agents, consultants, current attorneys, administrators,      
accountants, representatives, agents, successors, assigns and spouses (exclusive
of Non-Settling Defendants (defined above)) (collectively, the "Released        
Parties"), from all past and present contracts, agreements, promises, covenants,
actions, causes of action, suits at law or in equity, complaints, proceedings,  
claims, counter-claims, defenses, new matter, third-party claims, claims for    
indemnification and/or contribution, debts, guarantees, obligations, duties,    
demands, damages, liabilities, losses, costs and expenses (including, without   
limitation, attorneys' fees and disbursements) of each and every kind, nature   
and description whatsoever, whether known or unknown, foreseen or unforeseen,   
real or imaginary, actual or potential, in contract or in tort, which the       
Releasing Parties had or now have against the Released Parties, jointly or      
severally, arising out of, related to, or in connection with, Eastwind, the     
Adversary, the Thach Proofs of Claim and the Bankruptcy Case (except that the   
foregoing are not released by the Trustee to the extent same may be asserted in 
defense or offset of the IRS Claim or the IRS and DER Claim and are not released
by and under the IRS Settlement Agreement.).                                    

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     13. Further Documentation. The Parties agree to execute any and all further
documents, and to do and perform any and all acts and things, upon request by   
the other, reasonably necessary or proper, and consistent with this Agreement,  
to effectuate or further evidence the terms and provisions of this Agreement.   

14. Preserved Defendants Apportionment Provision. As set forth in this
Agreement, Thach has preserved his right to pursue all the Preserved Claims     
(defined above) against the Preserved Defendants (defined above). Assuming that 
principles and laws with respect to comparative fault and/or uniform            
contribution among tortfeasors apply to damages awarded to Thach in the         
Adversary with respect to the Preserved Claims, then if Eastwind and/or any of  
the Settling Defendants are found to be liable with respect to the Preserved    
Claims, by way of contribution, then any damages recovered by Thach from the    
Preserved Defendants with respect to the Preserved Claims shall be reduced by   
either of (1) the Settlement Amount or (2) Eastwind's and Settling Defendants'  
collective pro rata percentage of fault, such that the Settling Defendants'     
liability to the Preserved Defendants for contribution is reduced to zero. If   
Eastwind and/or any of the Settling Defendants are found to be liable with      
respect to the Preserved Claims, by way of indemnification or otherwise, then   
any damages recovered by Thach from the Preserved Defendants with respect to the
Preserved Claims shall be reduced by the lesser of (1) the Settlement Amount or 
(2) Eastwind's and Settling Defendants' collective responsibility.              

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   15. No Admissions. Except as set forth in this Agreement, nothing in this
Agreement shall be deemed to constitute an admission by the Parties as to any   
matter set forth herein, or any of the facts, allegations, claims, defenses, new
matter, counterclaims, proofs of claim or third-party claims raised in          
connection with the matters that are the subject of this Agreement.             

 16. Successors and Assigns. The obligations of the Parties set forth in
this Agreement are binding on their respective successors and assigns.          

17. Signatories Have Authorization. Each Party signing this Agreement 
represents that he or she has the authority to do so on behalf of the Party     
indicated and all necessary approvals, resolutions and authorizations have been 
obtained.                                                                       

    18. Parties Have Conferred With Counsel. The Parties hereby represent that
they have conferred with their respective counsel in connection with this       
Agreement and fully understand its terms.                                       

19. Jurisdiction Retained. The Parties agree that the Bankruptcy Court
shall retain jurisdiction to enforce the terms of this Agreement, including, but
without limitation, the IRS Settlement.                                         

     20. Entire Agreement. This Agreement constitutes the entire agreement among
the Parties with respect to the subject matter hereof and supercedes all prior  
or contemporaneous written or oral agreements with respect to the subject matter
hereof, and this Agreement may not be altered or modified other than by a       
writing signed by all of the Parties.                                           

 21. Amendments; Waivers. Any amendment or waiver of any right under any
provision of this Agreement shall be in writing and, in the case of an          
amendment, signed by all Parties hereto, or in the case of a waiver, signed by  
the Party or Parties waiving such right, no failure or delay by any Party hereto
in exercising any right, power or privilege hereunder shall operate as a waiver 
thereof.                                                                        

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 22. No Third Party Beneficiaries. Except to the extent provided by law,
this Agreement and the obligations and benefits set forth herein are solely for 
the benefit of the Parties for the purposes stated herein and no other person or
entity shall have any rights hereunder or be a beneficiary of any Party's       
obligations under this Agreement.                                               

 23. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without giving    
effect to any choice of law doctrine.                                           

24. Headings Not Part of Agreement. All headings set forth in this    
Agreement are inserted for convenience only and do not constitute terms or      
provisions of this Agreement.                                                   

   25. Counterparts and Facsimile Signatures. This Agreement may be executed
in counterparts, each of which shall constitute an original and may be signed by
facsimile signatures, so long as the original signature pages are forwarded to  
the other Party within a reasonable time after execution.                       

   IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
as of the date first set forth above:                                           

                     JOHN W. MORRIS, ESQUIRE
                 CHAPTER 11 TRUSTEE,
                            Individually as Trustee and as
                                   representative of The Eastwind Group,
          Inc., Debtor

                                   -------------------------------------
                            1525 Locust Street, 17th Floor
                     Philadelphia, PA  19102
            (215) 772-2290

                         JOHN R. THACH, individually

                                   -------------------------------------
            18 Mystic Lane
                Malvern, PA  19355
            (610) 408-8006

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 CONTINUED SIGNATURE PAGE FOR SETTLEMENT AGREEMENT
 AMONG THACH, TRUSTEE, EASTWIND, DEJULIIS, CONMAT AND POLYCHEM

                  PAUL A. DEJULIIS, individually

                                 ---------------------------------------------
               1110 Daniel Davis Lane West
          Chester, PA 19382-8072
        [insert telephone: ]

             CONMAT TECHNOLOGIES, INC.

By:         
                                       -----------------------------------------
                                 Paul A. DeJuliis, President and CEO
                              Franklin Avenue and Grant Street
                     Phoenixville, PA  19460
                                  [insert telephone:                 ]

        POLYCHEM CORPORATION

By:         
                                       -----------------------------------------
                                Paul A. DeJuliis, Chairman and CEO
                              Franklin Avenue and Grant Street
                     Phoenixville, PA  19460
                                  [insert telephone:                 ]

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Annex D 
------- 

 PLAN OF
 LIQUIDATION AND DISSOLUTION
 OF POLYCHEM CORPORATION

1. Plan of Dissolution. This Plan of Liquidation and Dissolution (the 
"Plan") is intended to accomplish the complete liquidation and dissolution of   
Polychem Corporation, a Pennsylvania corporation (the "Company'") through the   
distribution by it of all of its assets in accordance with the laws of the      
Commonwealth of Pennsylvania. Said liquidation and dissolution shall be         
accomplished in the manner stated in this Plan. Subject to any rights of third  
parties, the Board of Directors may, notwithstanding shareholder authorization  
of the Plan and of the dissolution of the Company, amend this Plan from time to 
time.                                                                           

     2. Approval of Plan. This Plan shall become effective immediately after all
of the following have occurred (a) the Board of Directors has called a Special  
Meeting of the Shareholders of the Company for the purpose of allowing the      
shareholders to consider and act on the liquidation of the Company and its      
dissolution pursuant to Section _______, or has otherwise submitted such matter 
to a vote of the shareholders of the Company and (b) the shareholders of the    
Company have approved such liquidation and dissolution and have adopted this    
Plan by an affirmative vote of at least a majority of the outstanding shares of 
Common Stock of the Company at the Annual Meeting to which due notice is given. 

  3. Time Period. The sale, exchange, transfer or other disposition of the
assets, properties and rights of the Company shall be initiated and completed as
expeditiously as practicable after the approval and adoption of the Plan by the 
shareholders of the corporation.                                                

   4. Distribution of Assets. After approval and adoption of the Plan by the
Company's shareholders, the Company, by its duly authorized officers, shall:    

       (a) Collect the proceeds of that certain License and Asset Purchase
Agreement dated March 20, 2002 by and among ConMat Technologies, Inc., Polychem 
Corporation and Ecesis LLC (the "License and Asset Purchase Agreement");        

         (b) Collect all monies owed to the Company and convert, to the extent
practicable, all other assets of the Company, including without limitation all  
accounts receivable, inventory, equipment, real estate and ancillary product    
lines, to cash;                                                                 

    (c) Pay or make adequate provision for payment, of all debts and
liabilities of the Company, including all expenses of the sale of its assets and
of the liquidation and dissolution provided for in this Plan;                   

 (d) To the extent deemed necessary by the Board of Directors,
establish and set aside a reasonable amount (the "Contingency Reserve") to meet 
claims against the Company, including ascertained or contingent liabilities and 
expenses;                                                                       

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(e) Give notice to known and unknown creditors;             

   (f) Distribute to the shareholders pro rata by ownership of the
outstanding common stock of the Company all of the Company's assets (other than 
the Contingency Reserve) in complete cancellation and redemption of the         
outstanding stock of the Company in one or more distributions;                  

         (g) At the later of (a) expiration of the statutory period for claims
by creditors or (b) resolution of all matters provided for by the Contingency   
Reserve, and after payment of the costs of the establishment and maintenance    
associated the Contingency Reserve, distribute to shareholders pro rata by      
ownership of the outstanding common stock of the Company the remainder of the   
Company's assets;                                                               

          (h) Be formally dissolved in accordance with the applicable provisions
of the laws of the Commonwealth of Pennsylvania and the Federal Government,     
including, but not limited to, the filing of a Articles of Dissolution with the 
Secretary of the Commonwealth of Pennsylvania and the filing of Form 966 with   
the Internal Revenue Service.                                                   

5. Authority of Board and Officers. The adoption of the Plan by its   
shareholders shall constitute full and complete authority for the Board of      
Directors and the proper officers of the Company, without further shareholder   
action, to do and perform any and all acts and to make, execute and deliver any 
and all agreements, conveyances, assignments, transfers, certificates and other 
documents of any kind and character which such officers deem necessary or       
appropriate: (i) to sell, dispose, convey, transfer and deliver the assets of   
the Company, (ii) to satisfy or provide for the satisfaction of the obligations 
of the Company; (iii) to distribute any remaining assets of the Company to its  
shareholders or for their benefit to the extent provided above and (iv) to      
dissolve the Company in accordance with the laws of the Commonwealth of         
Pennsylvania and cause its withdrawal from all jurisdictions in which it is     
authorized to do business.                                                      

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Annex E 
------- 

 The 2001 Florida Statutes

 Title XXXVI
BUSINESS ORGANIZATIONS Chapter 607

607.1301 Dissenters' rights; definitions.-- 
The following definitions apply to ss. 607.1302 and 607.1320: 

(1) "Corporation" means the issuer of the shares held by a dissenting 
shareholder before the corporate action or the surviving or acquiring           
corporation by merger or share exchange of that issuer.                         

    (2) "Fair value," with respect to a dissenter's shares, means the value of
the shares as of the close of business on the day prior to the shareholders'    
authorization date, excluding any appreciation or depreciation in anticipation  
of the corporate action unless exclusion would be inequitable.                  

(3) "Shareholders' authorization date" means the date on which the    
shareholders' vote authorizing the proposed action was taken, the date on which 
the corporation received written consents without a meeting from the requisite  
number of shareholders in order to authorize the action, or, in the case of a   
merger pursuant to s. 607.1104, the day prior to the date on which a copy of the
plan of merger was mailed to each shareholder of record of the subsidiary       
corporation.                                                                    

History -- s. 118, ch. 89-154.                                                  

 * * * *

607.1302  Right of shareholders to dissent.--                                   

 (1) Any shareholder of a corporation has the right to dissent from, and
obtain payment of the fair value of his or her shares in the event of, any of   
the following corporate actions:                                                

      (a) Consummation of a plan of merger to which the corporation is a
party:                                                                          

         1. If the shareholder is entitled to vote on the merger, or

           2. If the corporation is a subsidiary that is merged with its
parent under s. 607.1104, and the shareholders would have been entitled to vote 
on action taken, except for the applicability of s. 607.1104;                   

        (b) Consummation of a sale or exchange of all, or substantially all,
of the property of the corporation, other than in the usual and regular course  
of business, if the shareholder is entitled to vote on the sale or exchange     
pursuant to s. 607.1202, including a sale in dissolution but not including a    
sale pursuant to court order or a sale for cash pursuant to a plan by which all 
or substantially all of the net proceeds of the sale will be distributed to the 
shareholders within 1 year after the date of sale;                              

       (c) As provided in s. 607.0902(11), the approval of a control-share
acquisition;                                                                    

         (d) Consummation of a plan of share exchange to which the corporation
is a party as the corporation the shares of which will be acquired, if the      
shareholder is entitled to vote on the plan;                                    

         (e) Any amendment of the articles of incorporation if the shareholder
is entitled to vote on the amendment and if such amendment would adversely      
affect such shareholder by:                                                     

             1. Altering or abolishing any preemptive rights attached to any
of his or her shares;                                                           

              2. Altering or abolishing the voting rights pertaining to any of
his or her shares, except as such rights may be affected by the voting rights of
new shares then being authorized of any existing or new class or series of      
shares;                                                                         

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            3. Effecting an exchange, cancellation, or reclassification of
any of his or her shares, when such exchange, cancellation, or reclassification 
would alter or abolish the shareholder's voting rights or alter his or her      
percentage of equity in the corporation, or effecting a reduction or            
cancellation of accrued dividends or other arrearages in respect to such shares;

   4. Reducing the stated redemption price of any of the
shareholder's redeemable shares, altering or abolishing any provision relating  
to any sinking fund for the redemption or purchase of any of his or her shares, 
or making any of his or her shares subject to redemption when they are not      
otherwise redeemable;                                                           

               5. Making noncumulative, in whole or in part, dividends of any of
the shareholder's preferred shares which had theretofore been cumulative;       

      6. Reducing the stated dividend preference of any of the
shareholder's preferred shares; or                                              

              7. Reducing any stated preferential amount payable on any of the
shareholder's preferred shares upon voluntary or involuntary liquidation; or    

 (f) Any corporate action taken, to the extent the articles of
incorporation provide that a voting or nonvoting shareholder is entitled to     
dissent and obtain payment for his or her shares.                               

    (2) A shareholder dissenting from any amendment specified in paragraph
(1)(e) has the right to dissent only as to those of his or her shares which are 
adversely affected by the amendment.                                            

     (3) A shareholder may dissent as to less than all the shares registered
in his or her name. In that event, the shareholder's rights shall be determined 
as if the shares as to which he or she has dissented and his or her other shares
were registered in the names of different shareholders.                         

      (4) Unless the articles of incorporation otherwise provide, this section
does not apply with respect to a plan of merger or share exchange or a proposed 
sale or exchange of property, to the holders of shares of any class or series   
which, on the record date fixed to determine the shareholders entitled to vote  
at the meeting of shareholders at which such action is to be acted upon or to   
consent to any such action without a meeting, were either registered on a       
national securities exchange or designated as a national market system security 
on an interdealer quotation system by the National Association of Securities    
Dealers, Inc., or held of record by not fewer than 2,000 shareholders.          

     (5) A shareholder entitled to dissent and obtain payment for his or her
shares under this section may not challenge the corporate action creating his or
her entitlement unless the action is unlawful or fraudulent with respect to the 
shareholder or the corporation.                                                 

History -- s. 119, ch. 89-154; s. 5, ch. 94-327; s. 31, ch. 97-102.             

 * * * *

607.1320  Procedure for exercise of dissenters' rights.--                       

      (1) (a) If a proposed corporate action creating dissenters' rights under
s. 607.1302 is submitted to a vote at a shareholders' meeting, the meeting      
notice shall state that shareholders are or may be entitled to assert           
dissenters' rights and be accompanied by a copy of ss. 607.1301, 607.1302, and  
607.1320. A shareholder who wishes to assert dissenters' rights shall:          

            1. Deliver to the corporation before the vote is taken written
notice of the shareholder's intent to demand payment for his or her shares if   
the proposed action is effectuated, and                                         

              2. Not vote his or her shares in favor of the proposed action. A
proxy or vote against the proposed action does not constitute such a notice of  
intent to demand payment.                                                       

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        (b) If proposed corporate action creating dissenters' rights under
s. 607.1302 is effectuated by written consent without a meeting, the corporation
shall deliver a copy of ss. 607.1301, 607.1302, and 607.1320 to each shareholder
simultaneously with any request for the shareholder's written consent or, if    
such a request is not made, within 10 days after the date the corporation       
received written consents without a meeting from the requisite number of        
shareholders necessary to authorize the action.                                 

(2) Within 10 days after the shareholders' authorization date, the
corporation shall give written notice of such authorization or consent or       
adoption of the plan of merger, as the case may be, to each shareholder who     
filed a notice of intent to demand payment for his or her shares pursuant to    
paragraph (1)(a) or, in the case of action authorized by written consent, to    
each shareholder, excepting any who voted for, or consented in writing to, the  
proposed action.                                                                

(3) Within 20 days after the giving of notice to him or her, any  
shareholder who elects to dissent shall file with the corporation a notice of   
such election, stating the shareholder's name and address, the number, classes, 
and series of shares as to which he or she dissents, and a demand for payment of
the fair value of his or her shares. Any shareholder failing to file such       
election to dissent within the period set forth shall be bound by the terms of  
the proposed corporate action. Any shareholder filing an election to dissent    
shall deposit his or her certificates for certificated shares with the          
corporation simultaneously with the filing of the election to dissent. The      
corporation may restrict the transfer of uncertificated shares from the date the
shareholder's election to dissent is filed with the corporation.                

    (4) Upon filing a notice of election to dissent, the shareholder shall
thereafter be entitled only to payment as provided in this section and shall not
be entitled to vote or to exercise any other rights of a shareholder. A notice  
of election may be withdrawn in writing by the shareholder at any time before an
offer is made by the corporation, as provided in subsection (5), to pay for his 
or her shares. After such offer, no such notice of election may be withdrawn    
unless the corporation consents thereto. However, the right of such shareholder 
to be paid the fair value of his or her shares shall cease, and the shareholder 
shall be reinstated to have all his or her rights as a shareholder as of the    
filing of his or her notice of election, including any intervening preemptive   
rights and the right to payment of any intervening dividend or other            
distribution or, if any such rights have expired or any such dividend or        
distribution other than in cash has been completed, in lieu thereof, at the     
election of the corporation, the fair value thereof in cash as determined by the
board as of the time of such expiration or completion, but without prejudice    
otherwise to any corporate proceedings that may have been taken in the interim, 
if:                                                                             

(a) Such demand is withdrawn as provided in this section;   

      (b) The proposed corporate action is abandoned or rescinded or the
shareholders revoke the authority to effect such action;                        

      (c) No demand or petition for the determination of fair value by a
court has been made or filed within the time provided in this section; or       

          (d) A court of competent jurisdiction determines that such shareholder
is not entitled to the relief provided by this section.                         

(5) Within 10 days after the expiration of the period in which    
shareholders may file their notices of election to dissent, or within 10 days   
after such corporate action is effected, whichever is later (but in no case     
later than 90 days from the shareholders' authorization date), the corporation  
shall make a written offer to each dissenting shareholder who has made demand as
provided in this section to pay an amount the corporation estimates to be the   
fair value for such shares. If the corporate action has not been consummated    
before the expiration of the 90-day period after the shareholders' authorization
date, the offer may be made conditional upon the consummation of such action.   
Such notice and offer shall be accompanied by:                                  

   (a) A balance sheet of the corporation, the shares of which the
dissenting shareholder holds, as of the latest available date and not more than 
12 months prior to the making of such offer; and                                

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        (b) A profit and loss statement of such corporation for the 12-month
period ended on the date of such balance sheet or, if the corporation was not in
existence throughout such 12-month period, for the portion thereof during which 
it was in existence.                                                            

  (6) If within 30 days after the making of such offer any shareholder
accepts the same, payment for his or her shares shall be made within 90 days    
after the making of such offer or the consummation of the proposed action,      
whichever is later. Upon payment of the agreed value, the dissenting shareholder
shall cease to have any interest in such shares.                                

(7) If the corporation fails to make such offer within the period 
specified therefor in subsection (5) or if it makes the offer and any dissenting
shareholder or shareholders fail to accept the same within the period of 30 days
thereafter, then the corporation, within 30 days after receipt of written demand
from any dissenting shareholder given within 60 days after the date on which    
such corporate action was effected, shall, or at its election at any time within
such period of 60 days may, file an action in any court of competent            
jurisdiction in the county in this state where the registered office of the     
corporation is located requesting that the fair value of such shares be         
determined. The court shall also determine whether each dissenting shareholder, 
as to whom the corporation requests the court to make such determination, is    
entitled to receive payment for his or her shares. If the corporation fails to  
institute the proceeding as herein provided, any dissenting shareholder may do  
so in the name of the corporation. All dissenting shareholders (whether or not  
residents of this state), other than shareholders who have agreed with the      
corporation as to the value of their shares, shall be made parties to the       
proceeding as an action against their shares. The corporation shall serve a copy
of the initial pleading in such proceeding upon each dissenting shareholder who 
is a resident of this state in the manner provided by law for the service of a  
summons and complaint and upon each nonresident dissenting shareholder either by
registered or certified mail and publication or in such other manner as is      
permitted by law. The jurisdiction of the court is plenary and exclusive. All   
shareholders who are proper parties to the proceeding are entitled to judgment  
against the corporation for the amount of the fair value of their shares. The   
court may, if it so elects, appoint one or more persons as appraisers to receive
evidence and recommend a decision on the question of fair value. The appraisers 
shall have such power and authority as is specified in the order of their       
appointment or an amendment thereof. The corporation shall pay each dissenting  
shareholder the amount found to be due him or her within 10 days after final    
determination of the proceedings. Upon payment of the judgment, the dissenting  
shareholder shall cease to have any interest in such shares.                    

       (8) The judgment may, at the discretion of the court, include a fair rate
of interest, to be determined by the court.                                     

      (9) The costs and expenses of any such proceeding shall be determined by
the court and shall be assessed against the corporation, but all or any part of 
such costs and expenses may be apportioned and assessed as the court deems      
equitable against any or all of the dissenting shareholders who are parties to  
the proceeding, to whom the corporation has made an offer to pay for the shares,
if the court finds that the action of such shareholders in failing to accept    
such offer was arbitrary, vexatious, or not in good faith. Such expenses shall  
include reasonable compensation for, and reasonable expenses of, the appraisers,
but shall exclude the fees and expenses of counsel for, and experts employed by,
any party. If the fair value of the shares, as determined, materially exceeds   
the amount which the corporation offered to pay therefor or if no offer was     
made, the court in its discretion may award to any shareholder who is a party to
the proceeding such sum as the court determines to be reasonable compensation to
any attorney or expert employed by the shareholder in the proceeding.           

     (10) Shares acquired by a corporation pursuant to payment of the agreed
value thereof or pursuant to payment of the judgment entered therefor, as       
provided in this section, may be held and disposed of by such corporation as    
authorized but unissued shares of the corporation, except that, in the case of a
merger, they may be held and disposed of as the plan of merger otherwise        
provides. The shares of the surviving corporation into which the shares of such 
dissenting shareholders would have been converted had they assented to the      
merger shall have the status of authorized but unissued shares of the surviving 
corporation.                                                                    

History -- s. 120, ch. 89-154; s. 35, ch. 93-281; s. 32, ch. 97-102.            

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 CONMAT TECHNOLOGIES, INC.

COMMON STOCK PROXY

 This Proxy is solicited on behalf of the Board of Directors

         I hereby constitute and appoint Edward F. Sager, Jr., Kenneth W. Evans,
Jr. and John R. Toedtman, and each of them acting individually, my true and     
lawful agents and proxies, with full power of substitution in each, to vote all 
shares of Common Stock held of record by me at the Special Meeting of           
Stockholders of ConMat Technologies, Inc. to be held on ___________, 2002 and   
any adjournments or postponements thereof. I direct said proxies to vote as     
specified on the reverse side.                                                  

      Unless otherwise specified, all shares will be voted for each of the
proposals to be acted upon at the Special Meeting of Stockholders. This Proxy   
also delegates discretionary authority to vote with respect to any matters as to
which a choice is not specified by the Stockholder and any matters that ConMat  
did not have notice of a reasonable time before ConMat mailed the proxy         
materials relating to the Stockholder's Meeting.                                

Please mark, sign, date and return the Proxy Card promptly.   
[Reverse Side]

1.   Proposal I, to consider and vote upon a proposal to approve the sale of all
     of Polychem Corporation's product lines of custom engineered plastic molded
products and certain related assets pursuant to the License and Asset 
 Purchase Agreement, dated March 20, 2002, by and among ConMat, Polychem
Corporation, a Pennsylvania corporation and wholly-owned subsidiary of
ConMat and Ecesis LLC, a Delaware limited liability company;          

FOR                              AGAINST                       ABSTAIN

/ /                               / /                            / /  

2.   Proposal II, to consider and vote upon a proposal to approve a plan of     
liquidation and dissolution of Polychem Corporation;                  

FOR                              AGAINST                       ABSTAIN

/ /                                / /                          / /   

The undersigned hereby revokes all previous proxies for the Special Meeting of
Stockholders and acknowledges receipt of the Notice of Meeting and
Proxy Statement of ConMat Technologies, Inc.

                        Date:__________________________________,

                       _______________________________________

                       _______________________________________

                       By:____________________________________

NOTE: Please sign this proxy exactly as name(s) appear in address.
When signing as attorney-in-fact, executor, administrator,
 trustee or guardian, please add your title as such.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14A’ Filing		Date		First		Last			Other Filings
		6/15/03		22
		11/27/02		13		16
		8/27/02		22
		6/14/02		22
For Period End:		5/30/02
		5/1/02		4		8
Filed on:		4/22/02
		3/31/02		7		47			10QSB
		3/20/02		3		70
		3/13/02		3		17
		2/27/02		15
		2/19/02		10
		12/31/01		26		45			10KSB,  NT 10-K
		12/5/01		5		47
		11/8/01		11
		10/25/01		5		54
		9/30/01		30					10QSB
		7/17/01		10
		6/5/01		53
		5/24/01		53
		4/30/01		21
		4/9/01		52
		2/2/01		52
		11/29/00		52
		10/27/00		51
		1/1/00		50
		1/28/99		50
		1/1/99		47
		6/20/97		50
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