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<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                 SCHEDULE 14D-9
                                 (RULE 14D-101)

                                AMENDMENT NO. 11
                                       TO
               SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
            SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

   THIS AMENDMENT NO. 11 IS FILED TO REPLACE AMENDMENT NO. 10 FILED WITH THE
COMMISSION IN ITS ENTIRETY. ALL INFORMATION CONTAINED IN AMENDMENT NO. 10 MAILED
             TO STOCKHOLDERS IS CONTAINED IN THIS AMENDMENT NO. 11.
                            ------------------------

                          BRUNSWICK TECHNOLOGIES, INC.
                           (NAME OF SUBJECT COMPANY)

                          BRUNSWICK TECHNOLOGIES, INC.
                      (NAME OF PERSON(S) FILING STATEMENT)

                   COMMON STOCK, PAR VALUE $0.0001 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)
                                  117394 10 6
                         (CUSIP NUMBER OF COMMON STOCK)

                               MARTIN S. GRIMNES
                            CHIEF EXECUTIVE OFFICER
                          BRUNSWICK TECHNOLOGIES, INC.
                               43 BIBBER PARKWAY
                              BRUNSWICK, ME 04011
                                 (207) 729-7792
      (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
    NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
                            ------------------------
                                WITH A COPY TO:

                          Robert A. Trevisani, Esquire
                               Gadsby Hannah LLP
                              225 Franklin Street
                                Boston, MA 02110
                                 (617) 345-7000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

     Brunswick Technologies, Inc., a Maine corporation (the "Company" hereby
amends and supplements its Solicitation/Recommendation Statement on Schedule
14D-9 dated May 3, 2000 (as amended by Amendments No. 1 through 9, the "Schedule
14D-9") relating to the tender offer by VA Acquisition Corporation, (the
"Purchaser") and a wholly-owned subsidiary of CertainTeed Corporation, a
Delaware Corporation (the "Parent") both of which are indirect wholly owned
subsidiaries of Compagnie de Saint-Gobain, a French corporation, to purchase
outstanding shares of common stock, par value $.0001 per share (the "Shares"),
of the Company at a price of $8.50 per share, net to the sellers in cash (the
"Improved Offer Price"), upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated April 20, 2000 and in the related Letter of
Transmittal as disclosed in the Tender Offer Statement on Schedule 14D-1 dated
April 20, 2000, as amended by Amendments No. 1 through 18 to Schedule 14D-1 and
as an amended and supplemented by the Offer Supplement dated June 15, 2000
(collectively the "Improved Offer"). All capitalized terms shall have the
meanings assigned to them in the Schedule 14D-9, as amended to date, unless
otherwise indicated herein.

ITEM 2.  IDENTITY AND BACKGROUND OF FILING PERSON

     Item 2 is hereby amended by the addition of the following:

     The Improved Offer is conditioned upon, among other things, (1) there
having been validly tendered and not withdrawn prior to the Expiration Date (as
defined in the Improved Offer Materials) a number of Shares which, together with
Shares then owned by Purchaser, Parent, Saint-Gobain and Vetrotex CertainTeed
Corporation, an affiliate of Parent ("Vetrotex"), would represent at least a
majority of the total number of outstanding Shares on a fully diluted basis
(including the exercise of all outstanding options) (the "Minimum Condition");
(2) satisfaction by the Purchaser, in its sole discretion, that Section 611-A of
the Maine Business Corporation Act ("MBCA") is inapplicable to the Improved
Offer and any subsequent business transaction involving Purchaser, Saint-Gobain,
Parent or their affiliates and the Company, including the Merger; and (3) the
Company's Rights having been redeemed by the Company's Board of Directors or
Purchaser being satisfied, in its sole discretion, that the Rights are
inapplicable to the Improved Offer and any subsequent business transaction
involving Purchaser, Parent, Saint-Gobain or their affiliates and the Company,
including the Merger.

     The Board of Directors of the Company has unanimously determined that each
of the Improved Offer, the Merger and the Merger Agreement described herein is
fair to, and in the best interests of, the Company and its Shareholders, and has
approved the Improved Offer, the Merger and the Merger Agreement. The Company's
Board of Directors unanimously recommends that the Company's shareholders accept
the Improved Offer and tender their shares pursuant to the Improved Offer.

     The Improved Offer is being made pursuant to an Agreement and Plan of
Merger, dated as of June 12, 2000 (the "Merger Agreement"), among the Company,
Parent and Purchaser. The Merger Agreement provides, among other things, that as
soon as practicable after the consummation of the Improved Offer, and in
accordance with the applicable provisions of the MBCA, Purchaser will be merged
with and into the Company (the "Merger"), with the Company continuing as the
surviving corporation (the "Surviving Corporation"), unless a short-form merger
can be effected without shareholder approval, in which case the Company will be
merged into the Purchaser, which will then be the Surviving Corporation.
Thereupon, each outstanding Share (other than Dissenting Shares (as hereinafter
defined), Shares held by the Company as treasury stock and Shares owned by
Parent, Purchaser or Saint-Gobain or any of their subsidiaries or affiliates, or
any subsidiary of the Company) will be converted into and represent the right to
receive $8.50 in cash or any higher price per Share that may be paid in the
Improved Offer, without interest.

     As of June 9, 2000, there were outstanding 5,234,415 Shares and outstanding
options to purchase an aggregate of 819,672 Shares, of which 471,499 are
currently exercisable. Accordingly, Purchaser believes that the Minimum
Condition would be satisfied if approximately 2,139,212 Shares (constituting a
majority of all outstanding Shares on a fully diluted basis including the
exercise of all currently exercisable options) are validly tendered pursuant to
the Improved Offer and not withdrawn.

     The purpose of the Improved Offer is to acquire for cash as many
outstanding Shares as possible as a first step in acquiring the entire equity
interest in the Company. If all of the conditions to the Improved Offer are not
satisfied or waived on any scheduled Expiration Date of the Improved Offer,
Purchaser will extend the

                                        2
<PAGE>   3

Improved Offer (but not beyond July 31, 2000) until such conditions are
satisfied or waived; provided that (i) such conditions are reasonably capable of
being satisfied, (ii) the Company exercises its reasonable best efforts to cause
such conditions to be satisfied, (iii) an Acquisition Proposal (as defined
below) shall not have been publicly announced and not withdrawn as of such
scheduled Expiration Date, and (iv) the Company is in compliance with all of its
covenants in the Merger Agreement.

     The consummation of the Merger is subject to the satisfaction or waiver of
certain conditions, including the approval and adoption of the Merger Agreement
by the requisite vote of the shareholders of the Company, if required by the
MBCA. Under the MBCA, if Purchaser acquires, pursuant to the Improved Offer or
otherwise, at least 90% of the Shares then outstanding, it will be able to
effect the Merger without a vote of the shareholders. In such event, Parent,
Purchaser and the Company have agreed in the Merger Agreement to take, subject
to the satisfaction or (to the extent permitted under the Merger Agreement)
waiver of the conditions set forth in the Merger Agreement, all necessary and
appropriate action to cause the Merger to be effective as soon as practicable
after the acceptance for payment and purchase of Shares pursuant to the Improved
Offer, without a meeting of shareholders of the Company, in accordance with
Section 904 of the MBCA. If, pursuant to the Improved Offer, or otherwise,
Purchaser does not acquire Shares that, taken together with Shares owned by
Parent, Saint-Gobain and their affiliates represent at least 90% of the Shares
then outstanding as of any scheduled Expiration Date of the Improved Offer, but
acquires at least a majority, then Purchaser and Parent would thereafter seek
the approval of the Merger and the Merger Agreement by a vote of the
shareholders of the Company. The required vote to effect the Merger is a simple
majority of outstanding shares, and if Purchaser and Parent own a majority, the
likely outcome of the vote is approval. Under such circumstances, a somewhat
longer period of time may be required to effect the Merger. For a description of
the conditions set forth in the Merger Agreement and the MBCA as it relates to
this transaction, see Item 3 below.

     As a condition and inducement to Parent's and Purchaser's entering into the
Merger Agreement, all directors of the Company have agreed to enter into
Shareholder Agreements with Purchaser (each, a "Shareholder Agreement") pursuant
to which, among other things, they will agree to tender their Shares in the
Improved Offer and grant proxies to Purchaser in respect of their Shares. For a
description of the Shareholder Agreements, see Item 3 below. As a result of the
Shareholder Agreements, the Purchaser may be deemed to be the beneficial owner
of the Shares beneficially owned by the directors.

     THE IMPROVED OFFER MATERIALS MAILED TO YOU AND THE SCHEDULE 14D-9, AS
AMENDED, CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY AND IN THEIR
ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE IMPROVED OFFER.

ITEM 3.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

     Item 3 is hereby amended by the addition of the following:

     On or about April 17, 2000, Purchaser and Parent delivered to the Company
demands for certain shareholder lists and related information to be produced
pursuant to Rule 14a-7 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and under the MBCA for use in the dissemination of proxy
materials in connection with the Company's annual meeting of shareholders
scheduled for May 16, 2000. Purchaser and Parent also subsequently delivered to
the Company further demands for certain shareholder lists and information
relating to shareholders of record on May 2, 2000 to be produced pursuant to
Rule 14a-7 under the Exchange Act and under the MBCA for use in the
dissemination of proxy materials in connection with the special meeting of
shareholders of the Company scheduled for June 16, 2000. The Company timely
responded to these demands and furnished the requested information.

     On May 1 and 2, 2000, Mr. Buisson of Saint-Gobain was in Maine visiting
with the governor and members of the legislature in connection with the special
emergency legislation being sought by the Company, which effort, had it been
successful, would have effectively postponed the June 16, 2000 special meeting
of shareholders. During the course of that visit, Mr. Buisson communicated, both
through his counsel to counsel for the Company, as well as through the governor
and at least one member of the legislature, that he would be
                                        3
<PAGE>   4

willing to meet with Mr. Grimnes while he was in Maine. After Mr. Buisson had
returned to Paris, Mr. Grimnes indicated, through similar intermediaries, that
he would be willing to have such a meeting. Mr. Buisson's schedule, however, did
not permit such a meeting before June 7, 2000. Such a meeting was never
scheduled, although Mr. Grimnes made one phone call to Mr. Buisson during that
interim period for the purpose of commenting on an unrelated matter.

     On May 2, 2000, Vetrotex sent a letter to the Company's shareholders urging
defeat of the stock option plan amendment at the Company's annual meeting of
shareholders. This letter characterized the proposed plan amendment as an
additional anti-takeover measure blocking the Offer.

     On or about May 5, 2000, the Company's investment banker, McDonald
Investments Inc. ("McDonald") made contact with the investment banker for
Purchaser and Parent, Lehman Brothers, Inc. ("Lehman") to indicate that the
Company would explore the possible sale of the Company, possibly through a
bid/auction process, but might also invite other strategic alternatives. Mr. Raj
Trikha, a Managing Director of McDonald, indicated to Mr. Scott Mohr, a Managing
Director of Lehman, that Purchaser and Parent were welcome to participate in the
process provided they signed a confidentiality agreement, following which they
would be invited to review data which included non-public information in a data
room set up for that purpose at the Boston offices of the Gadsby Hannah LLP law
firm (the "Data Room") and would also be invited to participate in a management
presentation which would include financial projections.

     On May 8, 2000, Parent sent an "open letter" to the Company's Board of
Directors and published it in a press release. The letter addressed both social
issues and Vetrotex's opposition to the proposed amendment of the Company's
stock option plan to increase the number of available shares for grant under the
stock option plan. With respect to the first subject, Parent indicated that both
it and Saint-Gobain were committed to growing the operations of the Company,
especially in Brunswick, Maine; that they intended to honor all existing
customer and raw materials supply agreements; and that they appreciated that the
value of the Company lies in its employees. With respect to the second subject,
concern was expressed that making additional shares subject to a stock option
plan would enable the Company's Board of Directors to follow its past practice
of concentrating options among senior management, and that if such a large
number of new options were granted at below market prices, equity for all
shareholders of the Company would be diluted.

     On May 8, 2000, Mr. Grimnes wrote a letter to George B. Amoss, a Vice
President of Parent and Purchaser, responding to the "open letter" to the
Company's Directors. He indicated that Parent had an open invitation to meet
with the Company's Board of Directors to demonstrate Parent's commitment to the
social issues addressed in the "open letter." He further indicated that the
Company would continue to aggressively explore strategic alternatives to enhance
value for the shareholders in a timely manner and that if Parent wished to
participate in this orderly and fair process, it should contact the Company
immediately.

     On May 16, 2000, representatives of Purchaser, Parent and Vetrotex,
together with their counsel and representatives of their proxy solicitation
firm, attended the annual meeting of shareholders of the Company held in
Portland, Maine. During the course of that meeting, none of these
representatives publicly commented nor were there any private discussions
between them and representatives of the Company other than general exchanges of
pleasantries between counsel for the respective parties.

     During the period May 9, 2000 through May 17, 2000, counsel for Purchaser
and Parent negotiated the terms of a confidentiality agreement with McDonald and
the Company's counsel. Such an agreement was entered into with the Company on
May 17, 2000 (the "Confidentiality Agreement"). On May 18, 2000, representatives
of Purchaser and Parent, together with counsel and representatives of Lehman,
reviewed materials provided on behalf of the Company in the Data Room. Prior to
that visit, Purchaser and Parent sent a written communication to the Company
requesting that certain materials be removed from the Data Room prior to that
visit, particularly any documents which would indicate raw material and finished
goods prices and margins, because of the relationship of Vetrotex and the
Company as supplier and customer. On May 19, 2000, representatives of Purchaser
and Parent, together with representatives of Lehman, attended the management
presentation session and engaged in a follow-up question and answer session with
various representatives of the Company and McDonald. These sessions included
presentation of the Company's projections of future sales and margins, although
those representatives of Purchaser and Parent in attendance
                                        4
<PAGE>   5

who had also attended the Company's annual meeting of shareholders believed that
most of the projections furnished in the management presentation duplicated
projections which had been presented at the annual meeting of shareholders.
Representatives of the Company asked representatives of Purchaser and Parent
about the Purchaser's and Parent's plans for the Company and its employees.
Representatives of the Company were provided with general information with
respect to benefit plans and compensation arrangements maintained by Parent and
its U.S. affiliates.

     On May 22, 2000, Mr. Trikha of McDonald spoke with Mr. Mohr of Lehman as a
follow-up to the management presentation. He indicated there was a matrix of
other issues to be addressed as part of any bid and that these issues included
plans for the three facilities of the Company; plans for its carbon business;
plans for its European business; how the Company would be integrated with Cerbay
(a Saint-Gobain company); what the proposed employee benefit package would be;
the organizational structure of a combination with the Company; the distribution
channel strategy in North America; and how the Company would be measured (e.g.,
pounds of product shipped; revenue growth; cash flow). He also indicated that a
bid procedure letter would be sent shortly and would call for bids by the close
of business on May 30, 2000.

     Subsequent to these events, McDonald notified Lehman, both verbally and in
a letter dated May 23, 2000, that if Purchaser and Parent wished to participate
in the bidding process, their written bid (including price), a letter of intent
to enter into an agreement at such price, proposals on certain social issues,
proposed closing schedule and any material conditions to closing, would be due
by the close of business on May 30, 2000.

     On May 26, 2000, Mr. Amoss sent a letter to the Board of Directors of the
Company. The letter summarized some of the defensive measures undertaken by that
Board of Directors to counter the Offer and indicated that in the near future
the Board of Directors would be called upon to make important decisions about
(i) the handling of the special meeting of shareholders scheduled for June 16,
2000, (ii) the evaluation of any competing alternatives to the Offer and (iii)
the redemption of the Rights under the Rights Agreement. The letter continued
that Parent and Vetrotex assumed that each director was personally familiar with
the legal duties to which directors are held in the context of these kinds of
decisions and that they have further assumed that the directors would evaluate
those decisions in light of their fundamental duty to place the interests of the
shareholders first.

     On or about May 30, 2000, Lehman communicated with McDonald that Purchaser
and Parent declined to submit a written bid for several reasons, one being that
they would be bidding against themselves because of their pending Offer.
McDonald indicated it might have a few other proposals, and if Purchaser and
Parent did not submit a written bid, their indications of interest, even if
expressed verbally, could not be considered. At no time was any increase in the
Offer price communicated, either in writing or verbally, by Lehman, Purchaser or
Parent. Purchaser and Parent believed their evaluation of the material made
available in the Data Room and during the management presentation did not, in
their judgment, justify an increase in the Offer price.

     On May 31, 2000, Vetrotex sent a letter to the shareholders of the Company
urging support of the Vetrotex proposals to be voted upon at the special meeting
of shareholders to be held on June 16, 2000; comparing the performance of the
Company's stock in the market with other comparable measures of investment
performance; and urging that support of the Vetrotex proposals will protect the
shareholders' investment and remove any obstacles that would block a sale of the
Company.

     On June 2, 2000, Mr. Peter Walmsley, in his capacity as Chairman of the
Independent Committee of the Company's Board of Directors, wrote a letter to Mr.
Amoss in response to his letter of May 26. This letter reiterated the
Committee's interpretation of past events and its question of why Parent was not
willing to wait for two weeks in order to enter into a negotiated transaction in
April; questioned the manner in which Parent calculated the Offer price; and
inquired as to the effect of the proposed combination on the Company's other
constituencies. The letter also addressed the rationale used by the Company's
Board of Directors to institute some of the defensive measures and why it
entered into the employment and severance agreement with key employees, which it
felt was necessary to retain them during a very difficult time. The letter ended
on a very encouraging note, indicating that the Board of Directors of the
Company continued to believe that Saint-Gobain would be an appropriate partner
with the Company if the terms were fair to all of the Company
                                        5
<PAGE>   6

shareholders and other constituents. Mr. Walmsley further indicated that he had
been informed through the Company's investment bankers that Parent was willing
to discuss an improvement in its Offer and, therefore, principals of the Company
were prepared to meet with principals of Parent and its affiliates on June 7,
2000 for the purpose of exploring a basis upon which the parties could enter
into a mutually acceptable transaction.

     During the end of the preceding week and into the week beginning June 5,
2000, McDonald and Lehman had several conversations related to a possible
meeting between the principals of the parties and attempting to schedule same.
Mr. Grimnes confirmed in a note to Mr. Buisson on June 5, 2000, that
representatives of Purchaser and Parent would meet with representatives of the
Company, together with representatives from McDonald, Lehman and respective
counsel for the parties, at the John F. Kennedy Airport in New York on the
morning of Wednesday, June 7, 2000.

     On Wednesday morning, June 7, 2000, at a hotel near John F. Kennedy
Airport, Roberto Caliari, Jean-Philippe Buisson, George Amoss and John Mesher,
all representing Purchaser and Parent, together with Parent's advisors, Scott
Mohr of Lehman and Peter Clauss of Pepper Hamilton LLP, met with Peter Walmsley,
Richard Corbin and Martin Grimnes, directors of the Company, their counsel,
Daniel McKay of Eaton, Peabody, Bradford & Veague of Bangor, Maine, and Raj
Trikha of McDonald. The meeting lasted most of the day and consisted of a series
of meetings between the two groups interspersed with separate caucuses by each
group. During one of these breakout sessions, the Company convened its remaining
directors in a telephone conference call. During the meeting, the parties
tentatively agreed that Purchaser and Parent would increase the Offer price from
$8.00 to $8.50 per Share in exchange for a negotiated transaction to be
evidenced by a definitive agreement to be promptly prepared by counsel for
Purchaser and Parent and then negotiated with counsel for the Company. In
addition, Purchaser and Parent indicated that the increased Offer price was
contingent on a best efforts undertaking by the Company to obtain non-compete
agreements from its executive officers, for which each would be paid a lump sum
payment; that all of the directors enter into a form of shareholder agreement
pursuant to which they would tender their shares in support of the Improved
Offer and would further agree to vote their shares in support of the Improved
Offer and the Merger; that the Company use its best efforts to obtain an
agreement from those executives who were parties to the employment and severance
agreements entered into with the Company on April 14, 2000 to deem the Improved
Offer and the Merger as a "Non-Hostile Change in Control" for purposes of those
agreements; and that the Company would use its best efforts to convene its Board
of Directors on June 7 to at least agree with the proposal in principle.

     After the Company's Board of Directors had been convened by telephone
conference, these conditions were modified. Purchaser and Parent agreed they
wanted an appropriate amendment to the employment and severance agreement
entered into on April 14, 2000 between the Company and Martin Grimnes, but did
not require similar amendments to the agreements entered into with the other
executive officers. The Board of Directors of the Company indicated they would
use their best efforts to encourage Mr. Grimnes to renegotiate his agreement;
they would require a written commitment from Purchaser and Parent of no present
intention to close the three facilities maintained by the Company; and that in
exchange for a breakup fee payable to Purchaser and Parent, there should be an
element of reciprocity in reimbursement of transaction expenses if Purchaser and
Parent determined not to proceed with the Improved Offer or Merger without good
reason. It was further clarified that if agreement along these lines could be
reached, the Company's Board of Directors would take appropriate action to
neutralize the Rights Agreement and any impediment in Section 611-A of the MBCA
in relation to the Improved Offer and the Merger.

     On Thursday, June 8, 2000, the Company's Board of Directors voted
unanimously in favor of such proposals and conditions, conditioned upon an
agreement on a mutually acceptable definitive agreement. On the same day,
counsel for Purchaser and Parent circulated draft agreements to counsel for the
Company and on Friday, June 9, counsel for the parties met in Berwyn,
Pennsylvania at the suburban offices of Pepper Hamilton LLP for most of the day
negotiating these agreements. Later that evening and during Saturday and Sunday,
June 10-11, 2000, revisions to the draft agreements and negotiations continued.
On Sunday evening, the Company's Board of Directors convened by telephonic
conference, and at the conclusion of that meeting counsel for the parties
continued to negotiate open issues, which negotiations continued into Monday,
June 12, 2000. Finally, at another telephonic conference meeting of the
Company's Board of Directors beginning at
                                        6
<PAGE>   7

8:00 p.m. on June 12, 2000, the definitive merger agreement and form of
shareholder agreement and non-compete agreement were unanimously approved, and
an exchange of signed agreements was effected shortly before midnight. Also, on
June 12, 2000, negotiations were concluded between counsel for Purchaser and
Parent and independent counsel for Mr. Grimnes, and an amendment to his
employment and severance agreement was signed and exchanged between Mr. Grimnes
and the Company. Copies of these agreements are attached as Exhibits to this
Schedule 14D-9 and a description of them follows. The Parent's and Purchaser's
Board of Directors also approved these agreements and the Improved Offer on June
12, 2000.

     Prior to the opening of the markets on Tuesday, June 13, 2000, Purchaser,
Parent and the Company issued a joint press release announcing the signing of
the definitive agreement, the Improved Offer and the extended Expiration Date.

THE MERGER AGREEMENT

     The following is a summary of certain provisions of the Merger Agreement, a
copy of which is filed as an Exhibit to this Schedule 14D-9. Such summary is
qualified in its entirety by reference to the Merger Agreement, which is deemed
to be incorporated by reference herein.

     The Improved Offer. The Merger Agreement provides for the making of the
Improved Offer by Purchaser. The obligation of Purchaser to accept for payment
and pay for Shares tendered pursuant to the Improved Offer is subject to the
satisfaction of the Minimum Condition and certain other conditions that are
described in the Purchaser's Improved Offer materials. Purchaser has agreed
that, without the prior written consent of the Company, no change in the
Improved Offer may be made which waives the Minimum Condition, changes the form
of consideration to be paid, decreases the price per Share or the number of
Shares sought in the Improved Offer or imposes conditions to the Improved Offer
in addition to those described in the Purchaser's Improved Offer materials.

     The Merger Agreement provides that, notwithstanding the foregoing, without
the consent of the Company, Purchaser will have the right to extend the Improved
Offer from time to time if, at the scheduled or extended Expiration Date of the
Improved Offer, any of the conditions to the Improved Offer shall not have been
satisfied or waived, until such conditions are satisfied or waived, including
any period required by any rule, regulation, interpretation or position of the
Commission or the staff thereof applicable to the Improved Offer or any period
required by applicable law. If all of the conditions to the Improved Offer are
not satisfied or waived on any scheduled Expiration Date of the Improved Offer,
Purchaser will extend the Improved Offer from time to time until such conditions
are satisfied or waived (but not beyond July 31, 2000), provided that (w) such
conditions are reasonably capable of being satisfied, (x) the Company exercises
its reasonable best efforts to cause such conditions to be satisfied, (y) an
Acquisition Proposal (as defined below) shall not have been publicly announced
and not withdrawn as of such scheduled Expiration Date and (z) the Company is in
compliance with all of its covenants in the Merger Agreement.

     Company Action. The Merger Agreement states that the Board of Directors has
(i) unanimously determined that the Merger Agreement and the transactions
contemplated thereby, including the Improved Offer and the Merger, are fair to
and in the best interests of the Company's shareholders, (ii) unanimously
approved and adopted the Merger Agreement and the transactions contemplated
thereby, including the Improved Offer, and the Merger, in accordance with the
requirements of the MBCA and (iii) unanimously resolved to recommend acceptance
of the Improved Offer and approval and adoption of the Merger Agreement and the
Merger by the Company's shareholders. This recommendation of the Company's Board
of Directors may be withdrawn, modified or amended only if (i) the Company has
complied with the terms of the non-solicitation provisions in the Merger
Agreement, including, without limitation, the requirement that it notify Parent
promptly after its receipt of any Acquisition Proposal (as defined below), (ii)
a Superior Proposal (as defined below) is pending at the time the Company's
Board of Directors determines to take any such action, (iii) the Company's Board
of Directors determines in good faith by a majority vote, on the basis of the
advice of its outside legal counsel, that, consistent with its fiduciary duties
under applicable law, it must take such action, and (iv) the Company shall have
delivered to Parent four business days prior written notice advising Parent that
it intends to take such action. For purposes of the Merger Agreement,
"Acquisition

                                        7
<PAGE>   8

Proposal" means an inquiry, offer or proposal regarding any of the following
involving the Company or any of its subsidiaries: (w) any merger, consolidation,
share exchange, recapitalization, business combination or other similar
transaction, (x) any sale, lease, exchange, transfer or other disposition of all
or substantially all the assets of the Company and its subsidiaries, taken as a
whole, in a single transaction or series of related transactions, or (y) any
tender offer or exchange offer for 25% or more of the outstanding Shares or the
filing of a registration statement under the Securities Act of 1933 (the
"Securities Act") in connection therewith. For purposes of the Merger Agreement,
"Superior Proposal" means any bona fide, unsolicited written Acquisition
Proposal for 50% or more of the outstanding Shares on terms that the Board of
Directors of the Company determines in good faith by a majority vote is more
favorable and provides greater value to the Company's shareholders than as
provided under the Merger Agreement, and such decision is made on the basis of
the advice of a financial advisor of nationally recognized reputation and takes
into account all the terms and conditions of the Acquisition Proposal, including
any break-up fees, expense reimbursement provisions and conditions to closing.

     Directors. The Merger Agreement provides that promptly following the
purchase of and payment for a number of Shares that satisfies the Minimum
Condition, Parent may designate all of the directors of the Company (and each
committee thereof). At such time, the Company will also use its reasonable best
efforts to cause individual directors designated by Parent to constitute the
entire Board of Directors of the Company and each board of directors of each
subsidiary of the Company. The Company's Information Statement pursuant to
Section 14(f) of the Exchange Act with respect to such proposed change of
directors is attached as Annex C and is filed as an Exhibit to this Schedule
14D-9.

     The Merger. The Merger Agreement provides that, following the purchase of
Shares pursuant to the Improved Offer, the approval of the Merger Agreement by
the shareholders of the Company (if required by the MBCA) and the satisfaction
or waiver of the other conditions to the Merger, Purchaser will be merged with
and into the Company, in accordance with the MBCA, whereupon the separate
existence of Purchaser shall cease and the Company shall be the surviving
corporation (the "Surviving Corporation") unless a short-form merger can be
effected without shareholder approval, in which case Purchaser shall be the
Surviving Corporation. The Merger shall become effective at such time as
Articles of Merger (or a Plan of Merger therein contained) are filed with the
Maine Secretary of State or at such later time as is specified in such Articles
of Merger (the "Effective Time"). As a result of the Merger, all of the rights,
privileges, immunities, powers and franchises of the Company and Purchaser shall
vest in the Surviving Corporation, and all duties, liabilities and obligations
of the Company and Purchaser shall become the duties, liabilities and
obligations of the Surviving Corporation, all as provided under the MBCA.

     Conversion of Shares. The Merger Agreement provides that at the Effective
Time, (i) each Share outstanding immediately prior to the Effective Time shall,
except as otherwise provided in clause (ii) below and except for Shares held by
any holder who has not voted in favor of the Merger or consented thereto in
writing and who has demanded appraisal for such Shares in accordance with
Section 909 of the MBCA ("Dissenting Shares"), be converted into the right to
receive $8.50 in cash or any higher price per Share that may be paid pursuant to
the Improved Offer, without interest (the "Merger Consideration"), (ii) each
Share held by the Company as treasury stock and each Share held by Saint-Gobain,
Parent or any subsidiary of Saint-Gobain or Parent immediately prior to the
Effective Time shall be canceled, and no payment shall be made with respect
thereto, and (iii) each share of common stock of Purchaser outstanding
immediately prior to the Effective Time shall be converted into and become one
share of common stock of the Surviving Corporation with the same rights, powers
and privileges as the shares so converted and shall constitute the only
outstanding shares of capital stock of the Surviving Corporation. The Surviving
Corporation will, thereupon, become an indirect, wholly owned subsidiary of
Parent.

     Stock Options. The Merger Agreement provides that at or immediately prior
to the Effective Time, each outstanding stock option issued by the Company to
purchase Shares, whether or not vested or exercisable, will be canceled, and the
Company will pay each holder of any such option at or promptly after the
Effective Time for each such option surrendered an amount in cash determined by
multiplying (i) the excess, if any, of the Merger Consideration over the
applicable exercise price of such option by (ii) the number of Shares such
holder could have purchased (assuming full vesting of all options) had such
holder exercised such option in
                                        8
<PAGE>   9

full immediately prior to the Effective Time. Such payment shall be subject to
applicable tax withholding requirements.

     Prior to the Effective Time, the Company is required by the Merger
Agreement to take all actions (including, if appropriate, amending the terms of
any option plan or arrangement) that are within its power to give effect to the
transactions contemplated by the immediately preceding paragraph.

     Surviving Corporation. The Merger Agreement provides that the articles of
incorporation and bylaws of Purchaser in effect at the Effective Time will be
the articles of incorporation and bylaws, respectively, of the Surviving
Corporation until amended in accordance with applicable law, except that the
name of the Surviving Corporation shall be Brunswick Technologies, Inc. The
Merger Agreement also provides that the directors and the officers of Purchaser
at the Effective Time will be the directors and the officers of the Surviving
Corporation.

     Representations and Warranties. The Merger Agreement contains various
customary representations and warranties of the parties, including
representations by the Company with respect to its corporate existence and
power, corporate authorizations, governmental authorizations, non-contravention,
capitalization, subsidiaries, SEC filings, financial statements, disclosure
documents, absence of certain changes, no undisclosed material liabilities,
compliance with laws and court orders, litigation, material contracts, finders'
fees, employee benefits, environmental matters, title to real properties,
insurance coverage, labor matters, intellectual property and anti-takeover
statutes. Certain representations and warranties in the Merger Agreement contain
exceptions for matters that would or could, as the case may be, not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect
on the Company, or Parent, as the case may be. The Merger Agreement provides
that "Material Adverse Effect" means, with respect to any person, a material
adverse effect (other than an effect that impacts the person's industry
generally) on the financial condition, business or results of operations of such
person and its subsidiaries, taken as a whole.

     Additionally, the Company represented that it has taken, or will take, all
action necessary to render the Rights issued pursuant to the terms of the Rights
Agreement inapplicable to the Merger Agreement, the Shareholder Agreements, the
Improved Offer, the Merger and any other transaction contemplated thereby. On
June 12, 2000, the Company's Board voted to redeem the Rights under the Rights
Agreement, authorizing a notice of redemption to be sent to all shareholders of
the Company which declares the Rights as having been redeemed. Under the Rights
Agreement, this is sufficient to redeem the Rights and make them inapplicable to
the Improved Offer, or any extension thereof.

     Interim Agreements of the Company. Pursuant to the Merger Agreement, the
Company has agreed that, during the period from the date of the Merger Agreement
to the Effective Time, the Company and its subsidiaries will conduct their
business in the ordinary course consistent with past practice and will use
commercially reasonable efforts to preserve intact their business organizations
and relationships with third parties and to keep available the services of their
present officers and employees. Pursuant to the Merger Agreement, without
limiting the generality of the foregoing, from the date of the Merger Agreement
until the Effective Time, the Company will not and will not permit any of its
subsidiaries to: (a) adopt or propose any change in the Company's articles of
incorporation or bylaws; (b) merge or consolidate with any other person or
acquire a material amount of stock or assets of any other person; (c) sell,
lease, license or otherwise dispose of any material subsidiary or material
amount of assets, securities or property except (i) pursuant to existing
contracts or commitments and (ii) in the ordinary course consistent with past
practice; (d) (i) take any action that would make any representation and
warranty of the Company under the Merger Agreement that is qualified by
materiality or Material Adverse Effect inaccurate in any respect at, or as of
any time prior to, the Effective Time, (ii) take any action that would make any
representation or warranty of the Company under the Merger Agreement that is not
so qualified to be inaccurate in any material respect at, or as of any time
prior to, the Effective Time or (iii) omit to take any action necessary to
prevent any such representation or warranty from being inaccurate in any respect
or material respect, as the case may be, at any such time; (e) issue, sell,
pledge, dispose of or encumber, or authorize the issuance, sale, pledge,
disposition or encumbrance of, any shares of capital stock of any class, or any
options, warrants, convertible securities or other rights of any kind to acquire
any shares of capital stock, or any other ownership interest of the Company, any
of its subsidiaries or affiliates (except for the issuance of Shares pursuant to
the exercise of options, which options

                                        9
<PAGE>   10

are outstanding on the date of the Merger Agreement); (f)(i) declare, set aside,
make or pay any dividend or other distribution (whether in cash, stock or
property or any combination thereof) in respect of its capital stock, except
that any wholly owned subsidiary of the Company may declare and pay a dividend
to its parent, (ii) split, combine or reclassify any of its capital stock or
issue or authorize the issuance of any other securities in respect of, in lieu
of or in substitution for shares of its capital stock or (iii) repurchase,
redeem or otherwise acquire any of its securities or any securities of its
subsidiaries, or propose to do any of the foregoing; (g) other than in the
ordinary course of business consistent with past practice, sell, transfer,
license, sublicense or otherwise dispose of any material intellectual property
rights or amend or modify any existing agreements with respect to any material
intellectual property rights or intellectual property rights of a third party;
(h)(i) except as expressly permitted, incur any indebtedness for borrowed money
or issue any debt securities or assume, guarantee or endorse or otherwise as an
accommodation become responsible for, the obligations of any other person or
make any loans, advances, or capital contributions to, or investments in, any
other person (other than to any wholly owned subsidiary of the Company) other
than the ordinary course of business consistent with past practice, (ii) enter
into or amend any contract or agreement other than in the ordinary course of
business consistent with past practice, (iii) authorize or make any capital
expenditures or purchases of fixed assets that are not currently budgeted and
that in the aggregate exceeds $250,000, (iv) terminate any material contract of
the Company or amend in any material respect any such contract or (v) enter into
or amend any contract, agreement, commitment or arrangement to effect any of the
matters prohibited under this clause (h) other than in the ordinary course of
business consistent with past practice; (i) take any action, other than as
required by generally accepted accounting principles, to change accounting
policies or procedures or cash maintenance policies or procedures (including,
without limitation, procedures with respect to revenue recognition,
capitalization of development costs, payments of accounts payable and collection
of accounts receivable); (j) make any tax election not required by law and
inconsistent with past practice or settle or compromise any tax liability,
except to the extent the amount of any such settlement or compromise has been
reserved for on the consolidated financial statements contained in certain of
the Company's documents filed with the SEC, or would not have a Material Adverse
Effect; (k) pay, discharge, settle, or satisfy any lawsuits, claims, liabilities
or obligations (absolute, accrued, asserted or unasserted, contingent or
otherwise), other than the payment, discharge or satisfaction in the ordinary
course of business consistent with past practice of liabilities reflected or
reserved against in the consolidated balance sheet of the Company as of March
31, 2000, or incurred in the ordinary course of business consistent with past
practice or other payments, discharges or satisfactions which in the aggregate
do not exceed $100,000 or waive the benefits of, or agree to modify in any
manner, any confidentiality, standstill or similar agreement to which the
Company or any of its subsidiaries is a party; (l) (i) except as described in
"Other Agreements of Parent, Purchaser and the Company" below, adopt or amend
any bonus, profit sharing, compensation, severance, termination, stock option,
pension, retirement, deferred compensation, employment or employee benefit plan,
agreement, trust, plan, fund or other arrangement for the benefit and welfare of
any director, officer or employee, (ii) increase in any manner the compensation
or fringe benefits of any director, officer or employee (except for increases in
the ordinary course of business consistent with past practice and that, in the
aggregate, do not result in a material increase in benefits or compensation
expense to the Company) or (iii) pay any benefit not required by any currently
existing plan or arrangement (including, without limitation, the granting of
stock options or stock appreciation rights or the removal of existing
restrictions in any benefit plans or agreements); and (m) agree or commit to do
any of the foregoing.

     Other Agreements of Parent, Purchaser and the Company. In the Merger
Agreement, the Company has agreed that the Company, its subsidiaries and their
respective officers, directors, employees, investment bankers, attorneys,
accountants, consultants or other agents or advisors shall not directly or
indirectly, (i) take any action to solicit, initiate, facilitate or encourage
the submission of any Acquisition Proposal, (ii) except as permitted in the next
paragraph, engage in discussions or negotiations with, or disclose any nonpublic
information relating to the Company or any of its subsidiaries or afford access
to the properties, books or records of the Company or any of its subsidiaries
to, any person who the Company has reason to believe may be considering making,
or has made, an Acquisition Proposal or any inquiries or the making of any
proposal that constitutes, or may reasonably be expected to lead to, any
Acquisition Proposal or (iii) grant any waiver or release under any standstill
or similar agreement with respect to any class of equity securities of the

                                       10
<PAGE>   11

Company. The Company will notify Parent or Parent's outside legal counsel
promptly (but in no event later than 36 hours) after receipt by or communication
to, the Company of any Acquisition Proposal, any indication that any person is
considering making an Acquisition Proposal or any request for nonpublic
information relating to the Company or any of its subsidiaries or for access to
the properties, books or records of the Company or any of its subsidiaries by
any person who the Company has reason to believe may be considering making, or
has made, an Acquisition Proposal and the Company will keep Parent fully
informed of any material changes to the terms thereof.

     Notwithstanding the foregoing, the Company may negotiate or otherwise
engage in substantive discussions with, and furnish nonpublic information to,
any person who delivers a Superior Proposal if (i) the Company has complied with
the preceding paragraph, including, without limitation, the requirement that it
notify Parent promptly after its receipt of any Acquisition Proposal, (ii) the
Board of Directors of the Company determines in good faith by a majority vote,
on the basis of advice from its outside legal counsel, that consistent with its
fiduciary duties under applicable law, it must take such action, (iii) such
person executes a confidentiality agreement with terms no less favorable to the
Company than those contained in the Confidentiality Agreement described below,
(iv) the Company shall have delivered to Parent four business days' prior
written notice advising Parent that it intends to take such action and (v) the
Improved Offer shall not have closed.

     Between the date of the Merger Agreement and the Effective Time and subject
to applicable law and the Confidentiality Agreement described below, the Company
will (i) give Parent, its counsel, financial advisors, auditors and other
authorized representatives full access to the offices, properties, books and
records of the Company and its subsidiaries, (ii) furnish to Parent, its
counsel, financial advisors, auditors and other authorized representatives such
financial and operating data and other information as such persons may
reasonably request and (iii) instruct the employees, counsel, financial
advisors, auditors and other authorized representatives of the Company and its
subsidiaries to cooperate with Parent in its investigation of the Company and
its subsidiaries.

     Pursuant to the Merger Agreement, the Company has agreed to cause a meeting
of its shareholders (the "Company Shareholder Meeting") to be duly called and
held as soon as reasonably practicable after consummation of the Improved Offer
for the purpose of voting on the approval and adoption of the Merger Agreement
and the Merger, unless the MBCA does not require a vote of shareholders of the
Company for consummation of the Merger. The Merger Agreement provides that the
Company will (i) promptly prepare and file with the SEC, will use its best
efforts to have cleared by the SEC and will thereafter mail to its shareholders
as promptly as practicable the proxy or information statement of the Company in
connection with the Merger and all other proxy materials for such meeting, (ii)
use its best efforts to obtain the necessary approvals by its shareholders of
the Merger Agreement and the transactions contemplated thereby and (iii)
otherwise comply with all legal requirements applicable to such meeting. Subject
to their fiduciary duties as advised by outside counsel to the Company, the
Board of Directors will recommend approval and adoption of the Merger Agreement
and the transactions contemplated thereby by the Company's shareholders.

     In the Merger Agreement, the Company and Parent agreed to take all action
necessary to postpone or adjourn the special meeting of shareholders of the
Company scheduled for June 16, 2000 to the latest date on which the record date
for the special meeting of shareholders is still valid for such meeting.

     Until the Effective Time or, if earlier, the date of termination of the
Merger Agreement in accordance with its terms, as soon as practicable, but in no
event later than 30 days after the end of each month beginning with May 2000,
the Company shall deliver to Parent unaudited financial information for such
month and the corresponding month of the preceding year as customarily prepared
by the Company's management for its own internal purposes.

     For three years after the Effective Time, the Surviving Corporation will
indemnify and hold harmless the present and former officers and directors of the
Company in respect of acts or omissions occurring at or prior to the Effective
Time to the fullest extent permitted by the MBCA or any other applicable laws or
provided under the Company's articles of incorporation and bylaws in effect on
the date of the Merger Agreement; provided that such indemnification shall be
subject to any limitation imposed from time to time under
                                       11
<PAGE>   12

applicable law. For three years after the Effective Time, the Surviving
Corporation will provide officers' and directors' liability insurance in respect
of acts or omissions occurring prior to the Effective Time covering each such
person currently covered by the Company's officers' and directors' liability
insurance policy on terms with respect to coverage and amount no less favorable
than those of such policy in effect on the date of the Merger Agreement.

     The Merger Agreement provides that Parent and Purchaser will honor (i) all
employment, severance or similar contractual or benefit plan arrangements in
accordance with their terms in existence on June 12, 2000 (one of which is in
the process of being amended) and (ii) all legally imposed obligations relating
to employment matters. The Merger Agreement states that it is the current
intention of Parent and Purchaser to cause the Surviving Corporation to provide
benefits to employees of the Company and its subsidiaries that are generally
comparable in the aggregate to such employee benefits in effect on June 12, 2000
(except for stock-based plans); provided that the foregoing shall not limit or
restrict the right of the Surviving Corporation or its subsidiaries to terminate
the employment of such employees or subsequently to modify the benefits or other
terms of employment of such employees, to the extent permitted by applicable
law. Nothing in the Merger Agreement prohibits Parent from replacing any
existing plan, program or arrangement with a plan, program or arrangement which
Parent reasonably believes will provide such employees with benefits which are
generally comparable to the benefits that would have been provided under such
existing plan, program or arrangement and nothing in the Merger Agreement
obligates Parent to provide such employees with any stock based compensation or
value thereof (including stock options or stock appreciation rights) after the
Effective Time. The Merger Agreement provides all service credited to each
employee by the Company through the Effective Time will be recognized by Parent
for purposes of eligibility and vesting under any employee benefit plan provided
by the Surviving Corporation or Parent for the benefit of such employee.

     The Merger Agreement provides that Parent has no present intention to close
any company facilities.

     The Merger Agreement provides that the Company and Parent will use their
reasonable best efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate the transactions contemplated by the Merger
Agreement.

     Conditions to the Merger. The obligations of each of Parent, Purchaser and
the Company to consummate the Merger are subject to the satisfaction of certain
conditions, including: (a) if required by the MBCA, the Merger Agreement shall
have been approved and adopted by the shareholders of the Company; (b) no
provision of any applicable law or regulation and no judgment, injunction, order
or decree shall prohibit the consummation of the Merger and (c) Purchaser will
have purchased Shares pursuant to the Improved Offer.

     The obligations of Parent and Purchaser to consummate the Merger are
subject to the satisfaction of the following further conditions: (a)(i) the
Company will have performed in all material respects all of its obligations
under the Merger Agreement required to be performed by it at or prior to the
Effective Time and (ii) the representations and warranties of the Company
contained in the Merger Agreement and in any certificate or other writing
delivered by the Company pursuant thereto, disregarding all qualifications and
exceptions contained therein relating to materiality or Material Adverse Effect,
shall be true and correct in all material respects with only such exceptions as
would not, individually or in the aggregate, be reasonably likely to have a
Material Adverse Effect on the Company at and as of the date of the Merger
Agreement as if made at and as of such time and at and as of the Effective Time
as if made at and as of such time and (b) there shall not be instituted or
pending any action, investigation or proceeding by any government or
governmental authority or agency, domestic or foreign, or by any other person,
before any court or governmental authority or agency, domestic or foreign, (i)
challenging the acquisition by Parent, Purchaser or any of their respective
affiliates of any Shares, seeking to restrain or prohibit the making or
consummation of the Merger or the performance of any of the other transactions
contemplated by the Merger Agreement or seeking to require the Company, Parent,
Purchaser or any of their respective affiliates to pay any damages related to
the Merger or the other transactions contemplated by the Merger Agreement that
are material in relation to the Company taken as a whole, (ii) seeking to impose
limitations on the ability of Purchaser, or to render Purchaser unable to accept
for payment, pay for or purchase some or all of the Shares, (iii) seeking to
restrain or prohibit

                                       12
<PAGE>   13

Parent's ownership or operation (or that of its affiliates) of all or any
portion of the business or assets of the Company and its subsidiaries or of
Parent and its affiliates, or to compel Parent or any of its affiliates to
dispose of or hold separate all or any portion of the business or assets of the
Company and its subsidiaries or of Parent and its affiliates, (iv) seeking to
impose limitations on the ability of Parent, Purchaser or any of Parent's other
affiliates effectively to exercise full rights of ownership of the Shares,
including, without limitation, the right to vote any Shares acquired or owned by
Parent, Purchaser or any of Parent's other affiliates on all matters properly
presented to the Company's shareholders, (v) seeking to require divestiture by
Parent, Purchaser or any of Parent's other affiliates of any Shares, (vi)
alleging breach of fiduciary duty by the Directors of the Company, or (vii) that
otherwise is reasonably likely to have a Material Adverse Effect on the Company
or Parent.

     Termination. The Merger Agreement may be terminated and the Merger may be
abandoned at any time prior to the Effective Time (notwithstanding any approval
of the Merger Agreement by the shareholders of the Company):

          (a) by mutual written agreement of the Company and Parent;

          (b) by either the Company or Parent, if (i) Purchaser shall not have
     accepted for payment at least that number of Shares that will satisfy the
     Minimum Condition pursuant to the Improved Offer before August 31, 2000;
     provided that the right to terminate the Merger Agreement pursuant to this
     clause (i) shall not be available to any party whose breach of any
     provision of the Merger Agreement results in the failure of the acceptance
     for payment by Purchaser of any Shares pursuant to the Improved Offer by
     such time or of the Improved Offer to be commenced by such time; (ii) there
     shall be any law or regulation that makes acceptance for payment of, and
     payment for, the Shares pursuant to the Improved Offer or consummation of
     the Merger illegal or otherwise prohibited or any judgment, injunction,
     order or decree of any court or governmental body having competent
     jurisdiction enjoining Purchaser from accepting for payment of, and paying
     for, the Shares pursuant to the Improved Offer or the Company or Parent
     from consummating the Merger and such judgment, injunction, order or decree
     shall have become final and nonappealable; (iii) the Company's shareholders
     shall have rejected the Merger and the Merger Agreement at the Company
     Shareholder Meeting, if required, or at any adjournment or postponement
     thereof; or (iv) the Merger shall not have been consummated by October 31,
     2000; provided that the right to terminate the Merger Agreement pursuant to
     this clause (iv) shall not be available to any party whose breach of any
     provision of the Merger Agreement results in the failure of the Merger to
     be consummated by such time;

          (c) by Parent, if, prior to the acceptance for payment of the Shares
     under the Improved Offer, (i) any person or "group" (as defined in Section
     13(d)(3) of the Exchange Act), other than Parent or any of its affiliates,
     shall have acquired beneficial ownership of more than 15% of the Shares,
     through the acquisition of stock, the formation of a group or otherwise, or
     shall have been granted any option, right or warrant, conditional or
     otherwise, to acquire beneficial ownership of such Shares; (ii) (A) the
     Board of Directors of the Company shall have withdrawn, or modified in a
     manner adverse to Parent, its approval or recommendation of the Merger
     Agreement, the Improved Offer or the Merger, or shall have recommended, or
     entered into, or publicly announced its intention to enter into, an
     agreement or an agreement in principle with respect to an Acquisition
     Proposal or shall have failed to reaffirm such approval or recommendation
     upon Parent's request (or shall have resolved to do any of the foregoing)
     or (B) the Company shall have breached certain of its obligations under the
     Merger Agreement; or (iii) the Offer terminates due to the failure of the
     Minimum Condition; and

          (d) by the Company, if (i) prior to the acceptance for payment of any
     Shares pursuant to the Improved Offer, (ii) the Company is in compliance
     with certain of its obligations under the Merger Agreement, (iii) the Board
     of Directors of the Company shall have withdrawn or modified in a manner
     adverse to Parent its approval or recommendation of the Merger Agreement,
     the Improved Offer or the Merger, (iv) the Board of Directors of the
     Company authorizes the Company, subject to complying with the terms of the
     Merger Agreement, to enter into a binding written agreement concerning a
     transaction that constitutes a Superior Proposal and the Company notifies
     Parent in writing that it intends to enter

                                       13
<PAGE>   14

     into such an agreement, attaching the most current version of such
     agreement to such notice, (v) Parent does not make, within four business
     days of receipt of the Company's written notification of its intention to
     enter into a binding agreement for a Superior Proposal, an offer that the
     Board of Directors of the Company determines, in good faith after
     consultation with its financial advisors, is at least as favorable, from a
     financial point of view, to the shareholders of the Company as the Superior
     Proposal and (vi) the Company simultaneously with such termination pays to
     Parent in immediately available funds the fees required to be paid pursuant
     to the Merger Agreement. The Company agrees (x) that it will not enter into
     a binding agreement referred to in clause (iv) in the preceding sentence
     until at least the fifth business day after it has provided the notice to
     Parent required by the Merger Agreement and (y) to notify Parent promptly
     if its intention to enter into the written agreement referred to in its
     notification shall change at any time after giving such notification.

     In the event of the termination of the Merger Agreement, the Merger
Agreement will become void and have no effect, without any liability on the part
of any party thereto other than certain provisions of the Merger Agreement
relating to termination, expenses, governing law and waiver of jury trial;
provided that a party will not be relieved from liability for willful and
knowing (i) failure to fulfill a condition to the performance of the material
obligations of the other party, (ii) failure to perform a material covenant or
(iii) material breach of any representation or warranty or agreement in the
Merger Agreement.

     Termination Fee. Pursuant to the Merger Agreement, the Company will pay to
Parent a fee of $1,800,000, plus the reasonable expenses of Parent (not to
exceed $1,000,000) incurred in connection with the initial offer, the Improved
Offer, the negotiation of the Merger Agreement and the consummation of the
transactions contemplated thereby, if the Merger Agreement is terminated (x)
pursuant to clause (c) under "Termination" above (except that for this purpose
such person or "group" shall have acquired beneficial ownership of 50% or more
of the outstanding Shares) or (d) under "Termination" above or (y) pursuant to
clause (b)(i) under "Termination" above and, in the case of this clause (y),
prior to the time of such termination an Acquisition Proposal shall have been
publicly announced and not withdrawn and, within nine months of the date of
termination, the Company enters into an agreement or letter of intent concerning
a transaction in respect of such Acquisition Proposal and such transaction is
subsequently consummated.

     The fee and expenses reimbursement payable (i) pursuant to clause (x) of
the preceding paragraph shall be paid by the Company simultaneously with the
termination of the Merger Agreement, and (ii) pursuant to clause (y) of the
preceding paragraph shall be paid by the Company on the date on which the
transaction referred to in such clause shall be consummated.

     The Merger Agreement provides that the Company will promptly pay to Parent,
in immediately available funds, an amount equal to Parent's reasonable expenses
(not to exceed $1,250,000) incurred in connection with the initial offer, the
Improved Offer, the Merger Agreement and the transactions contemplated thereby,
if (x) the Merger Agreement shall have been terminated pursuant to clause (b)(i)
of the first paragraph under "Termination" above and (y) the Company shall have
breached or failed to perform in any material respect any obligation or to
comply in any material respect with any agreement or covenant of the Company to
be performed or complied with by it under the Merger Agreement as a result of an
intentional act or omission of the Company.

     If the Company fails promptly to pay any amount due Parent as described in
the preceding paragraphs, the Company shall also pay any costs and expenses
incurred by Parent in connection with a legal action to enforce the Merger
Agreement that results in any judgment or settlement against the Company for
such amount.

     The Merger Agreement provides that Parent will promptly pay to the Company,
in immediately available funds, an amount equal to the Company's reasonable
expenses (not to exceed $1,250,000) incurred in connection with the initial
offer, the Improved Offer, the Merger Agreement and the transactions
contemplated thereby, if Parent is otherwise required pursuant to the terms of
the Improved Offer to accept for payment and pay for the tendered Shares and
fails to do so within the time period provided in the Improved Offer.

                                       14
<PAGE>   15

     Expenses. Except as discussed above, the Merger Agreement provides that all
costs and expenses incurred in connection with the transactions contemplated by
the Merger Agreement shall be paid by the party incurring such costs and
expenses.

     Amendments; No Waivers. Any provision of the Merger Agreement may be
amended or waived prior to the Effective Time if, and only if, such amendment or
waiver is in writing and signed, in the case of an amendment, by the Company,
Parent and Purchaser or in the case of a waiver, by the party against whom the
waiver is to be effective; provided that after the adoption of the Merger
Agreement by the shareholders of the Company, no such amendment or waiver shall,
without the further approval of such shareholders, reduce the amount or change
the kind of consideration to be received in exchange for the Shares.

THE SHAREHOLDER AGREEMENTS

     The following is a summary of certain provisions of the Shareholder
Agreements entered into, or to be entered into, between Purchaser and each of
the Company's directors (each, the "Shareholder Agreement"), a copy of which is
filed as an Exhibit to this Schedule 14D-9. Such summary is qualified in its
entirety by reference to the Shareholder Agreement.

     Agreement to Tender. Pursuant to the Shareholder Agreement, Shareholder
irrevocably and unconditionally agrees to validly tender (and not withdraw),
pursuant to and in accordance with the terms of the Improved Offer, all of the
shares of capital stock of the Company that Shareholder owns as of the date of
the Shareholder Agreement as well as any additional shares of capital stock of
the Company that Shareholder may own, whether acquired by purchase, exercise of
options or otherwise, at any time after June 12, 2000 (the "Shareholder
Shares"). These agreements are qualified to the extent of any restriction
imposed by any prior pledge or hypothecation of Shares by any of such
Shareholders, in which case Shareholder agrees not to tender or deliver such
Shares other than pursuant to the Improved Offer or to the applicable pledge
holder, and to use his best efforts to cause the pledge holder to tender the
Shares pursuant to the Improved Offer or consent to. or otherwise remove any
restrictions prohibiting the tender of such Shares by the Shareholder. Purchaser
agrees to return Shareholder Share certificates promptly upon any termination of
the Merger Agreement in accordance with the terms thereof.

     Voting Agreement. Pursuant to the Shareholder Agreement, until the earliest
to occur of (x) the consummation of the Merger, (y) the nine month anniversary
of the Shareholder Agreement and (z) the termination of the Merger Agreement by
Parent under certain circumstances (the "Termination Date"), Shareholder
irrevocably and unconditionally agrees to vote or cause to be voted all
Shareholder Shares that Shareholder is entitled to vote at the time of any vote
of the shareholders of the Company where such matters arise (i) in favor of the
approval and adoption of the Merger Agreement and in favor of the transactions
contemplated thereby, (ii) against any proposal or transaction which could
prevent or delay the consummation of the transactions contemplated by the Merger
Agreement and the related agreements and (iii) against any (A) Acquisition
Proposal (other than the Merger), (B) corporate action the consummation of which
would frustrate the purposes, or prevent or delay the consummation, of the
transactions contemplated by the Merger Agreement and the related agreements or
(C) other matters relating to, or in connection with, any of the matters
referred to in clause (A) and (B) above. The Shareholder Agreement does not
limit or restrict Shareholder's ability to act or vote in his capacity as an
officer or director of the Company in any manner he so chooses.

     Grant of Proxy. Pursuant to the Shareholder Agreement, Shareholder
irrevocably and unconditionally grants a proxy appointing Purchaser as
Shareholder's attorney-in-fact and proxy, with full power of substitution, for
and in Shareholder's name, to vote, express, consent or dissent, or otherwise to
utilize such voting power in the manner contemplated by the section on "Voting
Agreement" above. Such proxy will be revoked on the Termination Date.

     Representations and Warranties. The Shareholder Agreement contains
customary representations and warranties of the parties thereto.

                                       15
<PAGE>   16

     No Proxies for or Encumbrances on Shareholder Shares. Except pursuant to
the terms of the Shareholder Agreement, Shareholder agrees that, without the
prior written consent of Purchaser, Shareholder will not, directly or
indirectly, (i) grant any proxies or enter into any voting trust or other
agreement or arrangement with respect to the voting of any Shareholder Shares or
(ii) sell, assign, transfer, encumber or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to the
direct or indirect sale, assignment, transfer, encumbrance or other disposition
of, any Shareholder Shares during the term of the Shareholder Agreement.
Shareholder shall not seek or solicit any of the foregoing and agrees to notify
Purchaser promptly if so approached or solicited himself.

     Appraisal Rights. Shareholder agrees not to exercise any dissenters' rights
which may arise with respect to the Merger.

     Amendments. The Shareholder Agreement may not be modified, amended, altered
or supplemented, except upon the execution and delivery of a written agreement
executed by the parties thereto.

EMPLOYMENT MATTERS

  Employment Agreements.

     The Company's filings on Schedule 14D-9 and Amendments thereto disclose
seven employment agreements which contain severance provisions upon a change in
control. One of these agreements, with Martin S. Grimnes, was amended on June
12, 2000. Under the terms of this amendment, among others, Mr. Grimnes has
agreed that if his employment is terminated for any reason, voluntarily or
involuntarily, during the first three years following a change in control, he
will not for a period of three years, directly or indirectly, compete with the
Company or with its businesses nor will he divert or attempt to divert any
business, customers, suppliers or licensors of the Company or hire or attempt to
hire or encourage the resignation of any Company employee for any reason. In
addition, Mr. Grimnes has agreed to assign a pending patent application for a
thermoplastic process patent to the Company and to cooperate and provide
reasonable assistance in the prosecution of such patent application. Moreover,
Mr. Grimnes has agreed to make himself available for six months following any
termination of his employment for consulting services on customary terms,
although up to a total of 45 days of consulting services will be without
additional compensation. In exchange, Parent recognizes that the transactions
described in the Improved Offer and Merger Agreement would be deemed a Hostile
Change in Control under his employment agreement and have further agreed that a
certain promissory note payable to the Company by him, of which there remains
outstanding principal and interest of approximately $112,500, will be cancelled
upon consummation of the Improved Offer. The amendment has been filed as an
Exhibit to this Schedule 14D-9, and such summary is qualified in its entirety by
reference to that amendment.

  Non-Compete Agreements.

     The Company agreed in the Merger Agreement to use its best efforts to cause
each of Messrs. Dubay, Fuller, Chesney, Lee and Wallace to enter into
non-compete agreements substantially in the form attached as an exhibit to the
Merger Agreement. This form of non-compete agreement has been filed as an
Exhibit to this Schedule 14D-9, and the summary which follows is qualified in
its entirety by reference to that form of agreement.

     The form of non-compete agreement provides that any executive who signs
such agreement will agree during the time he remains an employee of the Company
and for a period of 18 months following termination of his employment for any
reason, voluntarily or involuntarily, not to directly or indirectly compete with
the Company or its businesses and not to divert or attempt to divert any
business, customers, suppliers or licensors of the Company or hire or attempt to
hire or encourage the resignation of any employees of the Company for any
reason. The executive will also agree that the scope of such covenant is
reasonable and that any breach of the agreement may cause irreparable harm to
the Company, thereby entitling it to injunctive and other equitable relief. The
executive will also agree to maintain as confidential any proprietary or other
confidential information concerning the Company or its businesses, which would
be supplemental to any existing

                                       16
<PAGE>   17

confidentiality agreement binding the executive. As consideration for the
non-compete agreement, the executive will be paid a lump sum gross amount of
$25,000, less applicable withholding taxes.

THE RIGHTS AGREEMENT

     The Company's Rights Agreement provides that certain transactions,
including the Offer, the Improved Offer and the Merger, will cause the issuance
of right certificates unless the Board has approved in advance such
transactions. At a special meeting of the Board on June 12, 2000, the Board
unanimously approved the consummation of the transactions contemplated by the
Merger Agreement, including the acceptance of the Improved Offer and
consummation of the Merger. At that same meeting, the Company's Board took
action to redeem the Rights pursuant to the Rights Agreement. As a result of
such actions by the Board, the Rights Agreement will be inapplicable to the
Improved Offer and the Merger. A copy of the Company's Notice of Redemption with
respect to the Rights Plan is attached as an Exhibit to this Schedule 14D-9 and
is being mailed to Stockholders simultaneously herewith.

CONFIDENTIALITY AGREEMENT

     On May 17, 2000, the Company and Purchaser entered into the Confidentiality
Agreement. Each party has agreed therein that for three years following the date
of the Confidentiality Agreement, it will keep confidential all nonpublic,
confidential or proprietary information of the other party, subject to certain
exceptions, and will use the confidential information for no purpose other than
evaluating a possible business combination with the other party.

PURPOSE OF THE IMPROVED OFFER; PLANS FOR THE COMPANY.

     Purpose of the Improved Offer. The purpose of the Improved Offer is to
acquire for cash as many outstanding Shares as possible as a first step in
acquiring the entire equity interest in the Company. Purchaser currently
intends, as soon as practicable after consummation of the Improved Offer, to
seek controlling representation on the Company's Board of Directors and to
consummate the Merger.

     The Board of Directors of the Company has unanimously recommended that all
holders of Shares tender such Shares pursuant to the Improved Offer. The Board
of Directors has unanimously approved the Merger Agreement and the transactions
contemplated thereby, including the Improved Offer and the Merger, which
approval Purchaser believes satisfies the relevant requirements of the MBCA.

     If Purchaser purchases Shares sufficient to satisfy the Minimum Condition
pursuant to the Improved Offer, the Merger Agreement provides that Purchaser
will be entitled to designate the entire Board of Directors following such
purchase. Purchaser expects that such representation would permit Purchaser to
exert substantial influence over the Company's conduct of its business and
operations.

     Dissenters' Rights. Holders of Shares do not have dissenters' rights as a
result of the Improved Offer or the execution of the Merger Agreement. However,
if the Merger is consummated, holders of Shares at the effective time of the
Merger, by complying with the provisions of Section 909 of the MBCA, would have
certain rights to dissent and to require the Company to purchase their Shares
for cash at "fair value." In general, a shareholder will be entitled to exercise
dissenters' rights under the MBCA only if the dissenting shareholder has filed
with the Company before or at the shareholder meeting at which the Merger is to
be submitted to a vote a written objection to the Merger, has not voted in favor
of the Merger, and has delivered or mailed his or her objection to the Merger
within fifteen days after the date of the shareholder vote. If a short-form
merger is to be effected without a shareholder vote, written objection must be
delivered or mailed within fifteen days after notice of the Plan of Merger is
mailed to Company shareholders.

     If the statutory procedures under the MBCA relating to dissenters' rights
are complied with the dissenting shareholders or the Company can seek judicial
determination of the "fair value" of the Shares. The "fair value" would be
determined as of the day before the date on which the vote of shareholders was
taken to approve the Merger (or the director vote, in the case of a short-form
merger), excluding any appreciation or depreciation in anticipation of the
Merger. The value so determined could be more or less than the Merger
Consideration.

                                       17
<PAGE>   18

     THE FOREGOING SUMMARY OF THE RIGHTS OF DISSENTING SHAREHOLDERS DOES NOT
PURPORT TO BE A COMPLETE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY
SHAREHOLDERS DESIRING TO EXERCISE ANY AVAILABLE DISSENTERS' RIGHTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MBCA. THE PRESERVATION AND
EXERCISE OF DISSENTERS' RIGHTS REQUIRE STRICT ADHERENCE TO THE APPLICABLE
PROVISIONS OF THE MBCA.

     Plans for the Company. In connection with its consideration of the Offer,
the Improved Offer and its evaluation of non-public information made available
by the Company, Parent has made a preliminary review, and will continue to
review, various possible business strategies that it might consider in the event
that it consummates the Improved Offer and the Merger. However, Parent has
committed in the Merger Agreement that it has no present intention to close any
current facilities of the Company or its subsidiaries. In addition, Parent has
committed to honor all employment, severance or similar contractual or benefit
plan arrangements of the Company currently in existence; to generally cause the
Surviving Corporation to provide benefits to employees of the Company and its
subsidiaries that are generally comparable in the aggregate to those currently
in effect; and to recognize all service credited to employees of the Company for
purposes of eligibility and vesting under any employee benefit plan provided by
the Surviving Corporation or Parent for the benefit of such employees. See the
more detailed description under "The Merger Agreement - Other Agreements of
Parent, Purchaser and the Company" above.

     Except as described above or elsewhere in this Schedule 14D-9, Parent has
no present plans or proposals that would relate to or result in an extraordinary
corporate transaction involving the Company or any of its subsidiaries (such as
a merger, reorganization, liquidation, relocation of any operations or sale or
other transfer of a material amount of assets), any material change in the
Company's capitalization policy or any other material change in the Company's
corporate structure or business.

     WE URGE YOU TO READ THE PURCHASER'S DOCUMENTATION MAILED TO YOU CONCERNING
THE IMPROVED OFFER AND THE CONDITIONS PERTAINING THERETO FOR A FULL DESCRIPTION
THEREOF PRIOR TO MAKING ANY DECISIONS TO TENDER YOUR SHARES.

CERTAIN LEGAL MATTERS

     As previously reported in this Schedule 14D-9, the Company filed a
complaint against Vetrotex, Purchaser, Parent and Saint-Gobain on April 26, 2000
in the United States District Court for the District of Maine. On June 14, 2000,
the Court was advised that the parties had reached a settlement of the case,
whereupon the Court ordered counsel to complete the settlement within 30 days
and file a stipulation of dismissal with prejudice before July 14, 2000.

     With respect to the Company's complaint filed against Vetrotex on May 23,
2000 in the Superior Court of Cumberland County, Maine, which was later removed
to the United States District Court for the District of Maine, all hearings
scheduled in such case have been canceled at the joint request of the parties.
On June 14, 2000, the Court was advised that the parties had reached a
settlement of the case, whereupon the Court ordered counsel to complete the
settlement within 30 days and file a stipulation of dismissal with prejudice
before July 14, 2000.

ITEM 4.  THE SOLICITATION OR RECOMMENDATION

     Item 4 is hereby amended in its entirety and replaced with the following:

     (a) Recommendation.  On June 12, 2000 the Board unanimously determined that
the Improved Offer is in the best interests of the Company and its stockholders.
ACCORDINGLY, THE BOARD RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS TENDER THEIR
SHARES TO THE PURCHASER.

     The letter to stockholders communicating the Board's recommendation is
filed as an Exhibit hereto, and is incorporated herein by reference. A joint
press release communicating the Improved Offer, the Merger Agreement and the
Board's recommendation was filed as Exhibit 18 to this Schedule 14D-9 on June
14, 2000.

                                       18
<PAGE>   19

     (b) Reasons.  In reaching the determination and recommendation set forth in
paragraph (a) above, the Board considered numerous factors, including, without
limitation, the following:

          (i) The business, financial condition, and results of operations of
     the Company.

          (ii) The Company's business plans and current business strategy and
     future prospects.

          (iii) The nature of the industry in which the Company operates and the
     Company's competitive position in such industry.

          (iv) A presentation by McDonald Investments Inc. ("McDonald
     Investments"), financial advisor to the Company, relating to the process
     undertaken at the direction of the Board of Directors to explore strategic
     alternatives to maximize shareholder value and various financial and other
     matters concerning the Company and the Improved Offer, and the opinion
     delivered orally at the June 11, 2000 meeting by McDonald Investments
     stating that the cash price of $8.50 per Share proposed to be paid to the
     Company's stockholders by the Purchaser pursuant to the Improved Offer is
     fair from a financial point of view; such opinion being based on various
     assumptions and subject to various limitations as discussed in the written
     opinion delivered to the Board on June 11, 2000 (the "New Opinion"). A copy
     of the New Opinion is attached as Annex B hereto and is filed as an Exhibit
     to this Schedule 14D-9. Stockholders are urged to read carefully the New
     Opinion in its entirety.

          (v) The consideration of possible alternative transactions and the
     risks and benefits of further pursuing each of those alternatives.

          (vi) The Board's belief, based in part on the factors referred to
     above, that the per Share price of the Improved Offer constitutes fair
     value for the Shares.

          (vii) The Board's belief, that acquisition of the Company as
     contemplated in the Improved Offer would not have a significantly adverse
     effect on the Company's relationship with employees, customers, suppliers
     and other constituencies, including the communities that the Company serves
     and in which its facilities are located.

     (c) Intent To Tender.  The Company's executive officers and directors,
currently intend to tender their Shares that are held of record or are
beneficially owned by them. The directors of the Company intend to execute a
Shareholder Agreement in the form filed as an Exhibit hereto which agreement
commits each director to tender his Shares.

ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS

     Item 9 is hereby amended by the addition of the following:

     Exhibit 19.  Joint Letter to Stockholders dated June 15, 2000.**

     Exhibit 20.  Agreement and Plan of Merger dated June 12, 2000.

     Exhibit 21.  First Amendment to Employment Agreement dated June 12, 2000.

     Exhibit 22.  Form of Non-Compete Agreement.

     Exhibit 23.  Form of Shareholder Agreement.

     Exhibit 24.  Opinion of McDonald Investments dated June 11, 2000 (included
                  as Annex B to this Schedule 14D-9 and hereby incorporated by
                  reference).**

     Exhibit 25.  Rights Plan Redemption Notice.**

     Exhibit 26.  Information Statement Pursuant to Section 14(f) and Rule 14f
                  of the Securities Exchange Act of 1934, as amended (included
                  as Annex C to this Schedule 14D-9 and hereby incorporated by
                  reference).**

     ** Included in copies of Amendment No. 10 to Schedule 14D-9 mailed to
        stockholders. This amendment to Schedule 14D-9 is being filed
        electronically with the SEC on its EDGAR database. Electronic copies of
        this amendment and all exhibits filed herewith or incorporated herein by
        reference may be obtained for free on the SEC's internet web site at
        http://www.sec.gov.
                                       19
<PAGE>   20

                                   SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                          BRUNSWICK TECHNOLOGIES, INC.

                                          By: /s/ MARTIN S. GRIMNES
                                            ------------------------------------
                                            Name: Martin S. Grimnes
                                            Title:  Chief Executive Officer

Dated: June 15, 2000

                                       20
<PAGE>   21

                                 EXHIBIT INDEX

<TABLE>
<S>           <C>
 Exhibit 1.   Part I, Item 1: "Business -- Supply," of the Company's
              Annual Report on Form 10-K for the year ended December 31,
              1999 (previously filed with the Commission on March 30, 2000
              and hereby incorporated by reference).
 Exhibit 2.   Definitive Proxy Statement of the Company dated April 17,
              2000 (previously filed with the Commission on April 17, 2000
              and hereby incorporated by reference), as supplemented by
              Definitive Additional Materials dated April 25, 2000
              (previously filed with the Commission on April 25, 2000 and
              hereby incorporated by reference) and as supplemented by
              Definitive Additional Materials dated April 28, 2000
              (previously filed with the Commission on April 28, 2000 and
              hereby incorporated by reference).
*Exhibit 3.   Form of Employment Agreement with certain executive officers
              of the Company.
*Exhibit 4.   Complaint filed by the Company on April 26, 2000.
*Exhibit 5.   Letter to Stockholders, dated May 3, 2000.
*Exhibit 6.   Press Release issued by the Company on May 3, 2000.
*Exhibit 7.   Opinion of McDonald Investments dated May 3, 2000 (contained
              as Annex A to this Schedule 14D-9 and hereby incorporated by
              reference).
*Exhibit 8.   Letter of the Company to Saint-Gobain dated April 17, 2000.
*Exhibit 9.   Press Release, dated May 5, 2000 issued by Brunswick
              Technologies, Inc.
*Exhibit 10.  Letter of Brunswick Technologies, Inc., dated May 5, 2000.
*Exhibit 11.  Press Release of Brunswick Technologies, Inc., dated May 8,
              2000.
*Exhibit 12.  Letter of Brunswick Technologies, dated May 10, 2000
              published in a number of Maine newspapers.
*Exhibit 13.  Press Release of Brunswick Technologies, dated May 12, 2000.
*Exhibit 14.  Letter of Brunswick Technologies, Inc. dated May 19, 2000.
*Exhibit 15.  Complaint filed by Brunswick Technologies, Inc. dated May
              23, 2000.
*Exhibit 16.  Letter of Brunswick Technologies, Inc. dated June 1, 2000.
*Exhibit 17.  Letter of Brunswick Technologies, Inc. dated June 7, 2000.
*Exhibit 18.  Joint Press Release dated June 13, 2000.
 Exhibit 19.  Joint Letter to Stockholders dated June 15, 2000.**
 Exhibit 20.  Agreement and Plan of Merger dated June 12, 2000.
 Exhibit 21.  First Amendment to Employment Agreement dated June 12, 2000.
 Exhibit 22.  Form of Non-Compete Agreement.
 Exhibit 23.  Form of Shareholder Agreement.
 Exhibit 24.  Opinion of McDonald Investments dated June 11, 2000
              (included as Annex B to this Schedule 14D-9 and hereby
              incorporated by reference).**
 Exhibit 25.  Rights Plan Redemption Notice.**
 Exhibit 26.  Information Statement Pursuant to Section 14(f) and Rule 14f
              of the Securities Exchange Act of 1934, as amended (included
              as Annex C to this Schedule 14D-9 and hereby incorporated by
              reference).**
</TABLE>

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

 * Previously filed.

** Included in copies of Amendment No. 10 to Schedule 14D-9 mailed to
   stockholders. This amendment to Schedule 14D-9 is being filed electronically
   with the SEC on its EDGAR database. Electronic copies of this amendment and
   all exhibits filed herewith or incorporated herein by reference may be
   obtained for free on the SEC's internet web site at http://www.sec.gov.

                                       21
<PAGE>   22

                                                                         ANNEX B

                                                        MCDONALD INVESTMENT LOGO

                                                                   June 11, 2000
PERSONAL AND CONFIDENTIAL

Board of Directors
Brunswick Technologies, Inc.
43 Bibber Parkway
Brunswick, ME 04011

Members of the Board:

     You have requested our opinion as to the fairness, from a financial point
of view, to the shareholders of Brunswick Technologies, Inc. (the "Company"),
other than Certainteed Corporation and its affiliates ("Certainteed"), of the
Consideration (as defined below) to be received by such shareholders pursuant to
that certain Agreement and Plan of Merger dated as of June 11, 2000 (the
"Agreement"), by and among the Company, Certainteed and VA Acquisition
Corporation, a wholly-owned subsidiary of Certainteed ("Merger Sub").

Pursuant to the Agreement, and subject to the terms and conditions set forth
therein, Certainteed and Merger Sub will amend their Tender Offer Statement on
Schedule TO relating to their offer (the "Offer") to purchase all of the issued
and outstanding shares of the Company's Common Stock, $0.0001 par value, and
associated rights to purchase preferred stock (the "Common Stock") to, among
other things, (i) increase the price per share of the Offer to $8.50 in cash
(the "Offer Price") and (ii) extend the expiration date of the Offer. Upon
completion of the Offer, and subject to the terms and conditions set forth in
the Agreement, Merger Sub will be merged with and into the Company (the
"Merger," and collectively with the Offer, the "Transaction"), the Company will
become a wholly-owned subsidiary of Certainteed, and all issued and outstanding
shares of Common Stock (except shares held in treasury, shares owned by
Certainteed and its affiliates, and shares as to which dissenters' rights of
appraisal have been perfected in accordance with applicable provisions of Maine
law) will be converted into the right to receive $8.50 per share in cash (the
"Merger Price" and, collectively with the Offer Price, the "Consideration").

     McDonald Investments Inc., as part of its investment banking business, is
customarily engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations for estate, corporate and other purposes.

     In connection with rendering this opinion, we have reviewed and analyzed,
among other things, the following: (i) the Agreement, including the exhibits and
schedules thereto; (ii) certain publicly available information concerning the
Company, including the Annual Reports on Form 10-K of the Company for each of
the years December 31, 1996, 1997, 1998 and 1999 and the Quarterly Reports on
Form 10-Q of the Company for the quarters ended March 31, 1999, June 30, 1999,
September 30, 1999 and March 31, 2000;

                                       B-1
<PAGE>   23

(iii) certain other internal information, primarily financial in nature,
including projections, concerning the business and operations of the Company
furnished to us by the Company for purposes of our analysis; (iv) certain
publicly available information with respect to certain other companies that we
believe to be comparable to the Company and the trading markets for certain of
such other companies' securities; and (v) certain publicly available information
concerning the nature and terms of certain other transactions that we considered
relevant. We have also met with certain officers and employees of the Company to
discuss the business and prospects of the Company, as well as other matters we
believe relevant to our inquiry.

     In our review and analysis and in arriving at our opinion, we have assumed
and relied upon the accuracy and completeness of all of the financial and other
information provided us or publicly available and have assumed and relied upon
the representations and warranties of the Company and Certainteed contained in
the Agreement. We have not been engaged to, and have not independently attempted
to, verify any of such information. We have also relied upon the management of
the Company as to the reasonableness and achievability of the financial and
operating projections (and the assumptions and bases thereof) provided to us
and, with your consent, we have assumed that such projections, reflect the best
currently available estimates and judgments of the Company's management. We have
not been engaged to assess the reasonableness or achievability of such
projections or the assumptions on which they were based and express no view as
to such projections or assumptions. In addition, we have not conducted a
physical inspection or appraisal of any of the assets, properties or facilities
of the Company nor have we been furnished with any such evaluation or appraisal.
We have also assumed that the conditions to the Transaction as set forth in the
Agreement would be satisfied and that the Transaction would be consummated on a
timely basis in the manner contemplated by the Agreement.

     It should be noted that this opinion is based on economic and market
conditions and other circumstances existing on, and information made available
as of, the date hereof and does not address any matters subsequent to such date.
In addition, our opinion is, in any event, limited to the fairness, as of the
date hereof, from a financial point of view, to the holders of the Company's
Common Stock of the Consideration and does not address the Company's underlying
business decision to effect the Transaction or any other terms thereof. It
should be understood that, although subsequent developments may affect this
opinion, we do not have any obligation to update, revise or reaffirm our
opinion.

     We have acted as financial advisor to the Company in connection with the
transactions contemplated by the Agreement and will receive from the Company a
fee for our services, a significant portion of which is contingent upon the
consummation of the Transaction, as well as the Company's agreement to indemnify
us under certain circumstances. We will also receive a fee for rendering this
opinion.

     In the ordinary course of our business, we may actively trade securities of
the Company for our own account and for the accounts of customers and,
accordingly, may at any time hold a long or short position in such securities.

     This opinion is directed to the Board of Directors of the Company and does
not constitute a recommendation to any shareholder of the Company as to whether
such shareholder should tender or refrain from tendering shares of Common Stock
pursuant to the Offer or as to how such stockholder should vote on any matters
relating to the Merger.

     Based upon and subject to the foregoing and such other matters as we
consider relevant, it is our opinion that, as of the date hereof, the
Consideration to be received in the Transaction is fair, from a financial point
of view, to the holders of the Company's Common Stock (other than Certainteed
and its affiliates).

                                            Very truly yours,

                                            McDONALD INVESTMENTS INC.

                                            By:       /s/ RAJ TRIKHA

                                              ----------------------------------
                                                          Raj Trikha
                                                      Managing Director

                                       B-2
<PAGE>   24

                                                                         ANNEX C

                          BRUNSWICK TECHNOLOGIES, INC.
                               EXECUTIVE OFFICES:
                               43 BIBBER PARKWAY
                             BRUNSWICK, MAINE 04011

                             INFORMATION STATEMENT

 PURSUANT TO SECTION 14(F) OF THE SECURITIES AND EXCHANGE ACT OF 1934 AND RULE
                                14F THEREUNDER.
                            ------------------------

     This Information Statement is being mailed on or about June 15, 2000 as
part of the Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") of Brunswick Technologies Inc. (the "Company"). You are
receiving this Information Statement in connection with the possible election of
persons designated by CertainTeed Corporation, a Delaware corporation ("Parent")
to a majority of seats on the Board of Directors (the "Board of Directors" or
the "Board") of the Company. On June 12, 2000, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Parent and VA
Acquisition Corp. ("Purchaser"), a Maine corporation and wholly owned subsidiary
of Parent, each of which are wholly owned subsidiaries of Compagnie de
Saint-Gobain, a French corporation ("Saint Gobain"), pursuant to which the
Purchaser is required to amend its tender offer to purchase all outstanding
shares of Common Stock, par value $0.0001 per share, of the Company (the
"Shares"), at a price per Share of $8.50, net to seller in cash (the "Offer
Price"), upon the terms and conditions set forth in the Purchaser's Offer to
Purchase, dated April 20, 2000, and in the related Letter of Transmittal (which,
together with any amendments and supplements thereto, collectively constitute
the "Offer"). Copies of the Offer to Purchase and the Letter of Transmittal have
been mailed to stockholders of the Company and are filed as Exhibits to the
Tender Offer Statement on Schedule TO (as amended from time to time, the
"Schedule TO") filed by Parent and the Purchaser with the Securities and
Exchange Commission (the "Commission") on April 20, 2000. The Merger Agreement
provides that, subject to the satisfaction or waiver of certain conditions,
following completion of the Offer, and in accordance with the Maine Business
Corporation Act (the "MBCA"), the Purchaser will be merged with the Company (the
"Merger"). Following consummation of the Merger, the Company will become a
wholly owned subsidiary of Parent. At the effective time of the Merger (the
"Effective Time"), each issued and outstanding Share (other than Shares that are
owned by Parent, the Purchaser, any of their respective subsidiaries, the
Company or any of its subsidiaries, and Shares held by stockholders of the
Company who did not vote in favor of the Merger Agreement and who comply with
all of the relevant provisions of Section 909 of the MBCA) will be converted
into the right to receive $8.50 in cash or any greater amount per Share paid
pursuant to the Offer.

     The Offer, the Merger, and the Merger Agreement are more fully described in
the Schedule 14D-9 to which this Information Statement forms Annex C, which was
filed by the Company with the Commission and which is being mailed to
stockholders of the Company along with this Information Statement.

     This Information Statement is being mailed to you in accordance with
Section 14(f) of the Securities Exchange Act and Rule 14f-1 promulgated
thereunder. The information set forth herein supplements certain information set
forth in the Schedule 14D-9. Information set forth herein related to Parent, the
Purchaser or the Parent Designees (as defined herein) has been provided by
Parent. You are urged to read this Information Statement carefully. You are not,
however, required to take any action in connection with the matters set forth
herein.

     The Purchaser commenced the Offer on April 20, 2000, as amended and
supplemented to date. The Offer is currently scheduled to expire at midnight,
New York City time, on Thursday, June 29, 2000, unless the Purchaser extends it.

                                       C-1
<PAGE>   25

                                    GENERAL

     The Common Stock is the only class of equity securities of the Company
outstanding which is entitled to vote at a meeting of the stockholders of the
Company. As of the close of business on June 9, 2000, there were 5,234,415
outstanding shares of Common Stock. Vetrotex CertainTeed Corporation
("Vetrotex"), an affiliate of Parent and Purchaser, owns 713,746 shares of
Common Stock as of the date hereof.

               RIGHTS TO DESIGNATE DIRECTORS AND PARENT DESIGNEES

     The Merger Agreement provides that, promptly upon the purchase of and
payment for Shares by the Purchaser pursuant to the Offer and constituting the
majority of the outstanding Shares of the Company, Parent will be entitled to
designate all directors (the "Parent Designees") on the Company's Board of
Directors and the Company will take all action within its power to cause such
designees to be elected or appointed, including by increasing the size of the
Board of Directors or securing the resignation of incumbent directors, or both.

     Parent Designees will be selected by Parent from among the individuals
listed below. Each of the following individuals has consented to serve as a
director of the Company if appointed or elected. None of the Parent Designees
currently is a director of, or holds any positions with, the Company. Parent has
advised the Company that, to the best of Parent's knowledge, except as set forth
above with regard to Vetrotex, none of the Parent Designees or any of their
affiliates beneficially owns any equity securities or rights to acquire any such
securities of the Company, nor has any such person been involved in any
transaction with the Company or any of its directors, executive officers or
affiliates that is required to be disclosed pursuant to the rules and
regulations of the Commission other than with respect to transactions between
Parent and the Company that have been described in the Schedule TO or the
Schedule 14D9.

     The name, age, present principal occupation or employment, five-year
employment history and business address of each of the individuals who may be
selected as Parent Designees are set forth below. Unless otherwise indicated,
each such individual has held his or her present position as set forth below for
the past five years.

<TABLE>
<CAPTION>
                                                     PRINCIPAL CURRENT OCCUPATION AND FIVE-YEAR
       NAME AND BUSINESS ADDRESS         AGE             EMPLOYMENT HISTORY; DIRECTORSHIPS
       -------------------------         ---         ------------------------------------------
<S>                                      <C>   <C>
Jean-Philippe Buisson..................  34    Vice President for Finance and Strategic Planning of
Compagnie de Saint-Gobain                      the Reinforcements Division of Compaignie de
Les Miroirs                                    Saint-Gobain (1998-present); Advisor to the Minister
92096 La Defense, Cedex (France)               of Research, French Department of Research (1997); and
                                               Head of the Pharmaceutical and Chemical Industry
                                               Division of the Direction of Industrial Policy, French
                                               Department of Industry (1995-1996).
Roberto Caliari........................  54    Chief Executive Officer of VA Acquisition Corporation
Compagnie de Saint-Gobain                      (2000- present); President of the Reinforcements
Les Miroirs                                    Division of Compagnie de Saint-Gobain (1996-present);
92096 La Defense, Cedex (France)               and Manager of European and Korean Development of the
                                               Fiber Reinforcement Division of Compagnie de
                                               Saint-Gobain (until 1996).
F. Lee Faust...........................  44    Vice President and Controller of CertainTeed
Saint-Gobain Corporation                       Corporation and Saint-Gobain Corporation
750 E. Swedesford Road                         (1996-present); and Financial Controller of Compagnie
Valley Forge, Pennsylvania 19482               de Saint-Gobain (1995-1996).
Robert W. Fenton.......................  44    Vice President and Controller of CertainTeed
Saint-Gobain Corporation                       Corporation and Saint-Gobain Corporation
750 E. Swedesford Road                         (1996-present); and Financial Controller of Compagnie
Valley Forge, Pennsylvania 19482               de Saint-Gobain (1995-1996).
</TABLE>

                                       C-2
<PAGE>   26

<TABLE>
<CAPTION>
                                                     PRINCIPAL CURRENT OCCUPATION AND FIVE-YEAR
       NAME AND BUSINESS ADDRESS         AGE             EMPLOYMENT HISTORY; DIRECTORSHIPS
       -------------------------         ---         ------------------------------------------
<S>                                      <C>   <C>
James F. Harkins, Jr...................  46    Vice President and Treasurer of VA Acquisition
Saint-Gobain Corporation                       Corporation (2000-present); and Vice President and
750 E Swedesford Road                          Treasurer of CertainTeed Corporation and Saint-Gobain
Valley Forge, Pennsylvania 19482               Corporation (1995-present).
John J. Sweeney, III...................  44    Vice President of CertainTeed Corporation and
Saint-Gobain Corporation                       Saint-Gobain Corporation (1995-present).
750 E. Swedesford Road
Valley Forge, Pennsylvania 19482
Dorothy C. Wackerman...................  51    Vice President of CertainTeed Corporation
Saint-Gobain Corporation                       (1989-present); and Vice President of Saint-Gobain
750 E. Swedesford Road                         Corporation (1990- present).
Valley Forge, Pennsylvania 19482
</TABLE>

                               BOARD OF DIRECTORS

     At our Annual Meeting held May 16, 2000, the following six directors were
re-elected for a one-year term:

<TABLE>
<CAPTION>
                                                                POSITION                      DIRECTOR
                NAME                   AGE                    WITH COMPANY                      SINCE
                ----                   ---                    ------------                    --------
<S>                                    <C>  <C>                                               <C>
  Martin S. Grimnes..................  52   Chairman of the Board, Chief Executive Officer      1984
                                            and Director
  William M. Dubay...................  49   President, Chief Operating Officer and Director     1997
  Richard J. Corbin(2)...............  61   Director                                            1999
  Kenneth J. Hatten..................  56   Director                                            2000
  Max G. Pitcher(1)..................  64   Director                                            1997
  Peter N. Walmsley(1)...............  64   Director                                            1991
</TABLE>

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

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

David E. Sharpe, an executive officer of Vetrotex, had served as a director
since 1993. Mr. Sharpe did not stand for reelection and recently resigned from
the Board.

     The background of each of the directors is as follows:

     MARTIN S. GRIMNES is the founder of the Company, has served both as a
director and Chief Executive Officer since the Company's inception in 1984, has
served as Chairman of the Board since 1987 and served as President and Treasurer
between 1984 and 1987. Mr. Grimnes has a textile engineering degree from the
Technische Akademie e.V. in Hohenstein, Germany, and a B.S. in Industrial
Management from the University of Vermont. Prior to founding the Company, he was
export manager for W.S. Libbey Co. of Lewiston, Maine, an industrial and
decorative textile manufacturer (1980 -- 1984), and General Manager of Sandvika
Veveri A/S of Oslo, Norway, a decorative textile manufacturer (1974 -- 1980).

     WILLIAM M. DUBAY has been employed by the Company since May 1989, has
served as President and Chief Operating Officer since November 1991, and has
been a director since the completion of the Company's initial public offering in
February, 1997. Mr. Dubay received a B.A. in Business Education from Thomas
College in Waterville, Maine. Prior to his employment by the Company, he was
Manager of Provider Services for Blue Cross/Blue Shield of Maine (November 1987
through April 1989) and from June 1981 through August 1987, was employed by
Sabre Yachts in South Casco, Maine, a nationally known manufacturer of premium
quality sailing yachts, where he earned successive promotions to Senior Manager,
Manufacturing.

                                       C-3
<PAGE>   27

     RICHARD J. CORBIN who became a director upon election in May, 1999 is
currently a member of United Ventures L.L.C., an entity recently formed to
acquire majority interests in companies. United provides capital, management and
marketing expertise to its portfolio companies. Previously he was President and
Chief Executive Officer of Whistler, Inc., based in Chelmsford, Massachusetts, a
diversified electronics and manufacturing company, best known for its radar
detector products. From December 1995 to June 1998 Mr. Corbin was President and
Chief Executive Officer of EMCO, Inc. in North Bergen, New Jersey, a subsidiary
of Merrill Lynch Interfunding, Inc. a wholesaler of office products. Prior to
that Mr. Corbin served as Senior Vice President of EKCO Group, Inc. and
President of its subsidiary EKCO Housewares, Inc., a manufacturer of bakeware
and kitchenware. From 1986 to 1995 Mr. Corbin was President and Chief Executive
Officer of Forster Manufacturing Company, a Maine based producer and marketer of
household products and sporting goods. Mr. Corbin holds a BS in Education from
the University of Miami and completed the Executive Program at the Amos Tuck
School of Dartmouth College.

     KENNETH J. HATTEN became a director on April 11, 2000, filling the vacancy
created by the resignation of Donald Hughes. Dr. Hatten is Professor of
Management Policy and Chairman of the Management Policy Department at Boston
University, where he has developed and taught cross disciplinary core courses
for Executive, MBA and undergraduate business programs. He is a specialist in
Strategic Management, Strategic Groups and in the Strategic Management of
Financial Service Firms. He was formerly on the faculty of the Harvard Business
School and has taught at Vanderbilt and Purdue Universities. Dr. Hatten is
Managing Director of Hatten Associates, which provides consulting to a number of
companies on strategic management issues. He earned his Ph.D. in Strategic
Management from Purdue University, his MBA, M. Eng. Sc. (Traffic and
Transportation Engineering), and BR (Civil Engineering) degrees from the
University of New South Wales in Sydney, Australia. In Australia, Dr. Hatten
worked as a civil engineer and as a consulting traffic engineer.

     MAX G. PITCHER, who became a director upon the completion of the Company's
initial public offering in February, 1997, is President of NEFT Inc., which
manufactures oil equipment in Russia. Mr. Pitcher retired from Conoco Inc. on
January 1, 1993, where he was Executive Vice President, Exploration Production,
with oversight responsibility for Europe, Africa, and the former U.S.S.R. Mr.
Pitcher had been with Conoco for 30 years. He was also a Senior Vice President
of E.I. du Pont de Nemours and Company, Inc., the parent company of Conoco. Mr.
Pitcher received his bachelor's and master's degrees in petroleum geology from
Brigham Young University and his Ph.D. in geology from Columbia University. He
is a member of the American Association of Petroleum Geologists (AAPG) and
currently serves on AAPG's industry liaison committee.

     PETER N. WALMSLEY has been for more than the past six years, one of two
general partners of AMT Associates Ltd., the sole general partner of both AMT
Venture Partners, Ltd. and JHAM Limited Partnership, which are venture capital
funds and former stockholders of the Company. During the past five years he has
been President and 50% owner of AMT Management, Inc., and during the last three
years, he has been President and sole owner of AMT Venture Funds, Inc. AMT
Management and AMT Venture Funds are the corporations which manage the two
venture capital funds. Mr. Walmsley was previously Manager, Acquisitions &
Divestitures, in the Corporate Plans Department at E.I. du Pont de Nemours and
Company, Inc., where he was also responsible for corporate venture capital
activities. Mr. Walmsley received his Ph.D. in chemical engineering at
Manchester University in England.

                                       C-4
<PAGE>   28

            INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES

MEETINGS

     The Company's Board of Directors held five meetings during fiscal year
1999. The Board has standing audit and compensation committees; there is no
nominating committee. No director attended fewer than 75% of the aggregate of
(1) the total number of meetings of the Board; and (2) the total number of
meetings of the committees of which they were members.

AUDIT COMMITTEE

     The Audit Committee currently consists of two members: Peter N. Walmsley
and Max G. Pitcher. The Audit Committee meets with the Company's auditors and
principal financial personnel to review the results of the annual audit. The
Audit Committee also reviews the scope of, and establishes fees for, audit and
non-audit services performed by the independent accountants, and reviews the
independence of the independent accountants and the adequacy and effectiveness
of the Company's internal accounting controls. The Audit Committee held two
meetings in fiscal year 1999.

COMPENSATION COMMITTEE

     The Compensation Committee establishes the compensation, including bonus
and incentive arrangements, of the Company's Chief Executive Officer and
considers and approves or modifies the recommendations of the Chief Executive
Officer as to the proposed compensation of each executive officer of the Company
whose aggregate compensation exceeds a threshold amount of $100,000. In fiscal
1999, the Compensation Committee consisted of two members: Richard J. Corbin and
David E. Sharpe. The Compensation Committee held two meetings in fiscal year
1999.

COMPENSATION OF DIRECTORS

     All directors are reimbursed by the Company for their out-of-pocket
expenses incurred in connection with attendance at Board and committee meetings
or otherwise in the performance of their services as a director. Directors who
are not employees of the Company or affiliated with or related to a principal
stockholder of the Company ("outside directors"), Messrs. Hughes (prior to his
resignation), Corbin, Walmsley and Pitcher in 1999, and Mr. Hatten in 2000, each
received, at the time of his/her initial election to the Board as an outside
director, 1,000 shares of the Common Stock of the Company and an option to
purchase an additional 4,500 shares of Common Stock, vesting in three equal
tranches over a three year period, priced at the closing market price on the
date of election. The outside directors also receive an annual retainer of
$6,000, payable quarterly, and a fee of $1,000 for each Board or committee
meeting attended; provided, however, that compensation for a committee meeting
held in conjunction with a Board meeting is set at $500. The foregoing
compensation to the outside directors is to be paid in shares of Common Stock,
based on the average closing price of the Common Stock during the quarter in
which services as a director were performed. Messrs. Hughes (prior to his
resignation), Pitcher, Corbin and Walmsley received 2,179, 2,463, 1,649 and
2,463 shares of Common Stock respectively, in lieu of cash compensation relative
to fiscal year 1999. All shares issued are restricted and may not be sold while
the individual is a director of the Company. No other directors receive any
compensation for performance of their services as directors.

                                       C-5
<PAGE>   29

                       EXECUTIVE OFFICERS OF THE COMPANY

     The following table sets forth certain information concerning the executive
officers of the Company who are not also directors. The executive officers of
the Company are elected annually by the Board of Directors following the Annual
Meeting of Stockholders and serve at the discretion of the Board.

<TABLE>
<CAPTION>
             NAME               AGE                    POSITION WITH COMPANY
             ----               ---                    ---------------------
<S>                             <C>    <C>
Robert Fuller.................  43     Vice President, Sales
Alan M. Chesney...............  44     Vice President, Chief Financial Officer and Treasurer
Thomas L. Wallace.............  47     Vice President, Manufacturing
</TABLE>

     ROBERT R. FULLER has served as Vice President, Sales, since 1993 and has
been with the Company since 1990. Mr. Fuller received his B.S. in
engineering-naval architecture from the University of Michigan in Ann Arbor.
Prior to his employment with the Company, Mr. Fuller founded and was Chief
Executive Officer of Advanced Sail Concepts, a ship design firm located in
Massachusetts and North Carolina. He has also served as a naval architect and
project manager with General Dynamics in Quincy, Massachusetts.

     ALAN M. CHESNEY has served as Chief Financial Officer since May, 1998,
having served as Interim Chief Financial Officer and Treasurer of the Company
since February 1998. Prior to joining the Company, Mr. Chesney served as Vice
President of Commercial Lending in the Asset Based Lending Division of Fleet
Bank of Maine from 1991 to 1994. From 1994 to 1996, Mr. Chesney served as Sales
Operations Manager of the Company, and during 1997 he served as Business
Information Manager of the Company. Mr. Chesney received his Bachelor's Degree
in Business Administration from the University of Massachusetts.

     THOMAS L. WALLACE has served as Vice President, Manufacturing since January
1994. Prior thereto he was Manufacturing Manager for Personal Electronics in
Manchester, N.H. from March 1992 through December 1993, Director of Quality
Assurance for AM Technologies in Manchester, N.H. from August 1991 until March
1992 and Director of Operations for Summa Four, also in Manchester, N.H. from
May 1983 until August 1991. Mr. Wallace received his B.S. in business management
from Franklin Pierce College and has completed various MBA courses at the
University of New Hampshire.

                                       C-6
<PAGE>   30

                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                             OWNERS AND MANAGEMENT

     The following table sets forth information as of May 18, 2000, to the best
of the Company's knowledge, regarding beneficial ownership of Common Stock of
each person who is known by the Company to own beneficially more than five
percent (5%) of the Company's Common Stock, each director, and each "named
executive officer" (as defined in Item 402 of Regulation S-K), certain other
executive officers, as disclosed above, and all directors and executive officers
as a group.

<TABLE>
<CAPTION>
NAME OF OWNER+                                                NUMBER(1)    PERCENT(1)
--------------                                                ---------    ----------
<S>                                                           <C>          <C>
Vetrotex America(2).........................................    713,746      13.64%
Martin S. Grimnes(3)........................................    288,204       5.36%
  Chairman, Chief Executive Officer and Director
William M. Dubay(4).........................................    110,243       2.07%
  President, Chief Operating Officer and Director
Robert Fuller(5)............................................     69,537       1.31%
  Vice President, Sales
Max G. Pitcher(6)...........................................     12,232          *
  Director
Peter N. Walmsley(7)........................................      9,674          *
  Director
Richard J. Corbin(8)........................................      5,747          *
  Director
Kenneth J. Hatten(9)........................................      2,125          *
  Director
Alan M. Chesney(10).........................................     13,415          *
  Vice President, Chief Financial Officer and Treasurer
Thomas L. Wallace(11).......................................     42,645          *
  Vice President, Manufacturing
Dimensional Fund Advisors, Inc.(12).........................    334,200       6.38%
Wellington Management Company, LLP(13)......................    460,000       8.79%
All Directors and Executive Officers as a group(9
  persons)..................................................    553,822       9.89%
</TABLE>

---------------
  +  The address of Messrs. Corbin, Hatten, Walmsley, Grimnes, Dubay, Fuller,
     Pitcher, Chesney, and Wallace, is c/o Brunswick Technologies, Inc., 43
     Bibber Parkway, Brunswick, ME 04011. The address of Vetrotex America is 750
     E. Swedesford Road, Valley Forge, PA 19482. The address of Dimensional Fund
     Advisors, Inc. is 1299 Ocean Avenue, Santa Monica, California 90401. The
     address of Wellington Management Company, LLP is 75 State Street, Boston MA
     02109.

  *  Less than 1% of the outstanding shares of Common Stock.

 (1) For the purpose of this table, shares of Common Stock, which to the
     Company's knowledge, an individual or group has a right to acquire within
     sixty (60) days upon the exercise of options or warrants, are deemed
     outstanding for the purposes of computing the number and percentage of
     shares beneficially owned by such individual or group. Such shares are not
     deemed to be outstanding for the purpose of computing the percentage of
     shares beneficially owned by any other individual or group shown in the
     table. This table does not include 98 shares of Common Stock held by the
     executive officers of the Company through the Company's 401(k) plan.

 (2) Includes 713,746 shares of Common Stock beneficially owned by Vetrotex.

 (3) Includes 141,004 shares of Common Stock subject to options exercisable
     within 60 days.

 (4) Includes 96,673 shares of Common Stock subject to options exercisable
     within 60 days.

 (5) Includes 69,537 shares of Common Stock subject to options exercisable
     within 60 days.

 (6) Includes 4,900 shares of Common Stock subject to options exercisable within
     60 days.

 (7) Includes 3,400 shares of Common Stock subject to options exercisable within
     60 days.

                                       C-7
<PAGE>   31

 (8) Includes 1,500 Common Stocks subject to options exercisable within 60 days.

 (9) Includes 1,125 shares of Common Stock owned by The Hatten HR-10 Profit
     Sharing Plan and Trust as to which the beneficial owner has shared
     investment power.

(10) Includes 5,960 shares of Common Stock subject to options exercisable within
     60 days.

(11) Includes 42,345 shares of Common Stock subject to options exercisable
     within 60 days.

(12) Includes 334,200 shares of Common Stock as to which the beneficial owner
     has sole voting power and sole dispositive power. Dimensional Advisors,
     Inc. disclaims beneficial ownership of such securities. The information
     with respect to the beneficial owner has been taken from the beneficial
     owner's 13G filed with the Commission on February 3, 2000.

(13) Includes 460,000 shares of Common Stock as to which the beneficial owner
     has shared voting power and shared dispositive power. The information with
     respect to the beneficial owner has been taken from the beneficial owner's
     Schedule 13G/A filed with the Commission on February 2, 2000.

                             EXECUTIVE COMPENSATION

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Compensation Committee of the Board of Directors (the "Committee") is
responsible for establishing the compensation, including bonus and incentive
arrangements, of the Company's Chief Executive Officer and to consider and
approve or modify the recommendations of the Chief Executive Officer as to the
proposed compensation of each executive officer of the Company whose aggregate
compensation exceeds a threshold amount of $100,000.

     The compensation policy of the Company for its executive officers is based
on the following principles:

        - the compensation program should support the strategic and financial
          objectives of the Company by rewarding its executive officers for
          regular and significant improvement in earnings and increase in the
          value of the Company's Common Stock;

        - the compensation program should reflect the highly competitive nature
          of the industry in which the Company operates, and the fact that the
          key executives throughout the industry are known to each other; and

        - an important part of the compensation program is to provide
          performance-based incentives to executive officers by way of equity
          ownership so that, with successful performance and the consequent
          increase in the value of the Company, their interests become more and
          more aligned with those of the owners of the Company's Common Stock.

     The Company is a leading developer and producer of engineered reinforcement
fabrics used in the fabrication of composite materials. The Company's
technologically advanced stitchbonding equipment and processes prepare fabrics
which are used in the construction of such diverse items as boats, skis, diving
boards, protective helmets and ballistic armor applications, car and truck
parts, and industrial tanks and pipes. As a result of their superior features,
composite reinforcement fabrics are increasingly demanded by a growing number of
industries and applications, including transportation, infrastructure,
recreation, petro-chemical and construction. There are competitors which the
Company believes have significant shares of these markets, and are known to the
members of the Committee, whose experience in the industry is extensive.

     The Chief Executive Officer's salary, bonus and, when granted, options to
purchase stock of the Company, are determined annually by the Committee based on
the Committee's subjective evaluation of a variety of factors, each of which is
weighted, again subjectively, by each member of the Committee according

                                       C-8
<PAGE>   32

to his own experience and background. Among the criteria used by each member of
the Committee in making his evaluation of the appropriate compensation of the
Chief Executive Officer are:

        - the compensation of the chief executives of competitive entities;

        - his influence on the performance of the Company through his
          leadership, management, financial and/or sales skills;

        - his ability to work with, influence and effectuate the policies of the
          Board of Directors;

        - his skill in long range planning for the Company's future growth and
          activities; and

        - the manner in which he positions the Company to succeed in what has
          been in recent years a very competitive market.

     These criteria are used by the members of the Committee in determining each
element of compensation. There is no specific relationship between the
performance of the Company and the compensation of the executive officers,
although, with respect to bonuses and stock options, performance of the Company
is given more weight by the Committee than the other criteria. The Committee
believes that the total compensation program for executives of the Company is on
a level with the compensation programs provided by other companies facing
similar challenges.

     The salary shown in the Summary Compensation Table represents the fixed
portion of compensation for each named executive officer for the year. Changes
in salary depend upon overall Company performance as well as levels of base
salary paid by companies of similar size in the Company's industry.

     In 1999, the 1999 base salary for the Chief Executive Officer was increased
by 5%. In addition, increases for other named executive officers ranged from
5% -- 10%. In 2000, the base salaries were increased in a range of 5% -- 11%.
These changes were felt to be necessary to bring the base salaries of the key
executives more in line with competitive salaries for similar positions.

     In order to provide what the Committee believes to be appropriate and to
continue long-term incentives to these named executive officers, and in order to
align more fully the interests of the stockholders and the named executive
officers, the Company granted new options for 35,820 shares in the aggregate to
the named executive officers in 1999. As these options were granted with
exercise prices equal to the market value of the Common Stock on the grant date,
they provide incentive for the creation of stockholder value over the long term
since their full benefit cannot be realized unless there occurs over time an
appreciation in the price of the Common Stock. The Committee considers the
number of shares to be an appropriate incentive for the named executive officers
to continue to focus on building stockholder value.

     The Committee has reviewed the potential consequences for the Company of
Section 162(m) of the Internal Revenue Code, which imposes a limit on tax
deductions for annual compensation in excess of one million dollars paid to any
of the five most highly compensated executive officers of the employing company.
Based on such review, the Committee believes that the limitation had no effect
on the Company in 1999 nor will it have any effect on the Company in 2000.

                                            Respectfully submitted,

                                            David E. Sharpe, Chairman
                                            Richard J. Corbin

                                       C-9
<PAGE>   33

COMPENSATION COMMITTEE INTERLOCKS

     None of the executive officers of the Company has served on the board of
directors or compensation committee of any other entity that has had any of such
entity's executive officers serve on the Company's Board of Directors or
Compensation Committee.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

     Information concerning the Company's employment contracts and
change-in-control arrangements is contained in the Company's Schedule 14D-9, as
amended to date, including Amendment No. 10 to which this Information Statement
is attached as Annex C, all of which is hereby incorporated by reference.

SUMMARY COMPENSATION TABLE

     The following table sets forth information concerning the compensation paid
or accrued by the Company to or on behalf of the Company's Chief Executive
Officer and each of the four other most highly compensated executive officers of
the Company (the "named executive officers," as defined in Item 402 of
Regulation S-K) during the fiscal years ended December 31, 1997, December 31,
1998 and December 31, 1999:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                  LONG TERM
                                                                                COMPENSATION
                                                                               ---------------
                                             ANNUAL COMPENSATION                   AWARDS
                                  ------------------------------------------   ---------------
                                  FISCAL                                         SECURITIES
                                   YEAR                       OTHER ANNUAL       UNDERLYING         ALL OTHER
                                   ENDED   SALARY    BONUS   COMPENSATION(2)   OPTIONS/SARS(3)   COMPENSATION(4)
  NAME AND PRINCIPAL POSITION     DEC. 31    ($)      ($)          ($)               (#)               ($)
  ---------------------------     -------  ------    -----   ---------------   ---------------   ---------------
<S>                               <C>      <C>       <C>     <C>               <C>               <C>
Martin S. Grimnes...............   1999    151,551    154             --           10,070             7,953
  Chairman and Chief               1998    148,784    154             --            7,500             7,097
  Executive Officer                1997    134,993    170             --            5,000             7,359
William M. Dubay................   1999    140,832    154         57,737            8,365            10,743
  President and Chief              1998    125,087    154             --            5,000            10,687
  Operating Officer                1997    123,879   1,453       131,025            3,750            11,980
Alan M. Chesney.................   1999    114,356    154             --            5,775             7,752
  Vice President and               1998     89,488   2,271        16,371            3,000             1,000
  Chief Financial Officer
Robert R. Fuller................   1999    125,750    154             --            5,785             7,781
  Vice President, Sales            1998    120,891    154             --            4,000            10,201
                                   1997    112,637    170        270,855            2,500             8,222
Thomas L. Wallace...............   1999    118,377    154             --            5,825             7,116
  Vice President,                  1998    104,768    154             --            3,500             8,674
  Manufacturing                    1997     95,000    548             --            2,500             4,871
</TABLE>

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

(1) Amounts shown indicate cash compensation earned and received by executive
    officers. Amounts shown also include sums for accrued but unused vacation
    time.

(2) Amounts shown reflect the difference between the aggregate exercise price of
    options exercised during the period, and the aggregate fair market value of
    the shares of Common Stock issued upon such exercises, as of the date of
    issuance.

(3) Amounts shown reflect grants of options to purchase Common Stock pursuant to
    the Company's stock option plans.

(4) Amounts shown reflect payments for automobile expenses, health and life
    insurance, tax preparation fees and memberships (where applicable).

                                      C-10
<PAGE>   34

OPTIONS/SAR GRANTS TABLE

     Set forth below is an Option/SAR Grants table concerning individual grants
of stock options and SARs made during the last completed fiscal year to each of
the named executive officers.

                     OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                             INDIVIDUAL GRANTS                         POTENTIAL REALIZABLE
                         ----------------------------------------------------------          VALUE AT
                          NUMBER OF     PERCENT OF TOTAL                                  ASSUMED ANNUAL
                          SECURITIES      OPTIONS/SARS                                    RATES OF STOCK
                          UNDERLYING       GRANTED TO                                   PRICE APPRECIATION
                         OPTIONS/SARS     EMPLOYEES IN     EXERCISE OR                  FOR OPTION TERM(1)
                           GRANTED       FISCAL YEAR(2)    BASE PRICE    EXPIRATION    ---------------------
         NAME                (#)              (%)            ($/SH)       DATE(3)       5%($)        10%($)
         ----            ------------   ----------------   -----------   ----------     -----        ------
<S>                      <C>            <C>                <C>           <C>           <C>          <C>
Martin S. Grimnes......     10,070           13.02            6.125       5/20/09      $105,485     $175,971
  Chairman and Chief
  Executive Officer
William M. Dubay.......      8,365           10.81            6.125       5/20/09      $ 87,624     $146,175
  President and Chief
  Operating Officer
Alan M. Chesney........      5,775            7.46            6.125       5/20/09      $ 60,492     $100,914
  Vice President and
  Chief Financial
  Officer
Robert R. Fuller.......      5,785            7.48            6.125       5/20/09      $ 60,597     $101,089
  Vice President, Sales
Thomas L. Wallace......      5,825            7.53            6.125       5/20/09      $ 61,016     $101,788
  Vice President,
  Manufacturing
</TABLE>

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

(1) The dollar gains under these columns result from calculations assuming
    hypothetical growth rates as set by the Commission and are not intended to
    forecast price appreciation of the Common Stock.

(2) In fiscal 1999, options to purchase a total of 96,870 shares of Common Stock
    were granted to employees of the Company.

(3) These options vest in five (5) equal annual installments beginning one year
    from the date of grant. These options are subject to earlier termination
    upon certain events related to termination of employment.

                                      C-11
<PAGE>   35

AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE

     Set forth below is a table concerning the 1999 fiscal year-end value of
unexercised options and SARs. William M. Dubay exercised a total of 10,320 stock
options during the fiscal year ended December 31, 1999 valued at $57,737.

              AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                                    NUMBER OF
                                                                   SECURITIES           VALUE OF
                                                                   UNDERLYING         UNEXERCISED
                                                                   UNEXERCISED        IN-THE-MONEY
                                                                  OPTIONS/SARS        OPTIONS/SARS
                                                                    AT FISCAL          AT FISCAL
                                        SHARES                      YEAR-END            YEAR-END
                                       ACQUIRED       VALUE            (#)                ($)
                                      ON EXERCISE    REALIZED     EXERCISABLE/        EXERCISABLE/
                NAME                      (#)          ($)        UNEXERCISABLE     UNEXERCISABLE(1)
                ----                  -----------    --------    ---------------    ----------------
<S>                                   <C>            <C>         <C>                <C>
Martin S. Grimnes,..................           --         --     136,490/21,380      $407,093/4,730
  Chairman and Chief Executive
  Officer
William M. Dubay,...................       10,320     57,737     109,750/16,265      $329,881/3,378
  President and Chief Operating
  Officer
Alan M. Chesney,....................           --         --       2,885/11,860      $  3,041/3,041
  Vice President and Chief Financial
  Officer
Robert R. Fuller,...................           --         --      67,080/11,805      $173,774/2,703
  Vice President, Sales
Thomas L. Wallace,..................           --         --      39,980/11,445      $ 78,391/2,703
  Vice President, Manufacturing
</TABLE>

---------------
(1) In-the-money options are those options for which the fair market value of
    the underlying Common Stock is greater than the exercise price of the
    option. On December 31, 1999 the fair market value of the Company's Common
    Stock underlying the options (as determined by the closing price reported on
    the Nasdaq National Market) was $3.563. The dollar value of the unexercised
    options is calculated by determining the difference between the fair market
    value of the Common Stock underlying the options and the exercise price of
    the options at fiscal year end.

                                      C-12
<PAGE>   36

                               PERFORMANCE GRAPH

     Set forth below is a line-graph presentation comparing the cumulative
stockholder return on the Company's Common Stock, on an indexed basis, against
cumulative total returns of the Nasdaq Stock Market (U.S. companies) and a "peer
group" selected by management of the Company. The peer group selected for
inclusion in this proxy statement includes Zoltek Companies, Inc. (Nasdaq symbol
"ZOLT"), Denali Incorporated (Nasdaq symbol "DNLI"), Chemfab Corporation (New
York Stock Exchange Symbol "CFA"), Hexcel Corporation (New York Stock Exchange
symbol "HXL"), and Owens Corning (New York Stock Exchange symbol "OWC")
(collectively, the "Peer Group Companies"). The Peer Group Companies were
selected because they are frequently utilized as a basis for comparison with the
Company. The returns for each company were weighted according to each issuer's
market capitalization. The Performance Graph shows total return on an investment
of $100 for the period beginning February 5, 1997 (the date of the Company's
initial public offering) and ending December 31, 1999 (the Company's fiscal year
end). The graph assumes reinvestment of dividends, if any. The graph is not
necessarily indicative of future price performance.
[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
                                                 BRUNSWICK TECHNOLOGIES,
                                                          INC.                  PEER GROUP INDEX           NASDAQ MARKET INDEX
                                                 -----------------------        ----------------           -------------------
<S>                                             <C>                         <C>                         <C>
02/05/97                                                 100.00                      100.00                      100.00
12/31/97                                                 146.25                       88.17                      114.34
12/31/98                                                  63.75                       66.56                      161.27
12/31/99                                                  35.63                       39.77                      284.43
</TABLE>

                                      C-13
<PAGE>   37

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Martin Grimnes, Chairman and Chief Executive Officer of the Company has
received loan advances from the Company aggregating $112,482.34. The obligation
is evidenced by a promissory note, bears interest at the "prime" rate as
published in the Wall Street Journal and is payable on demand.

     David E. Sharpe, formerly a member of the Board of Directors and
Compensation Committee, who has recently resigned, is an executive officer of
Vetrotex, a stockholder of and major supplier of raw materials to the Company.

                       SECTION 16(a) BENEFICIAL OWNERSHIP
                              REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of the Company's
outstanding shares of Common Stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC") and NASDAQ.
Officers, directors and greater than ten percent stockholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. To the Company's knowledge, all required forms were timely filed in
1999 except for one Form 4 covering five sales of shares of Common Stock by
Martin S. Grimnes.

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

                                      C-14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.19
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>SHAREHOLDER LETTER
<TEXT>

<PAGE>   1

                                                                   June 15, 2000

Dear BTI Shareholder:

     Brunswick Technologies, Inc. (BTI) and CertainTeed Corporation are pleased
to confirm that we have reached an agreement by which CertainTeed is increasing
its tender offer price to all BTI shareholders. Effective immediately,
CertainTeed (through its affiliate VA Acquisition Corporation) is offering to
pay $8.50 per share in cash for any and all outstanding shares of BTI stock not
already owned by them or their affiliates.

     BTI'S DIRECTORS HAVE VOTED UNANIMOUSLY TO ENDORSE CERTAINTEED'S $8.50
OFFER, CONCLUDING THAT THIS PRICE CONSTITUTES FAIR VALUE FOR BTI STOCK. The
Directors' vote was based, in part, on receipt of a written opinion of BTI's
independent financial advisor, McDonald Investments, that $8.50 per share is
fair to BTI shareholders from a financial point of view. In reaching their
decision, the Directors considered a number of possible alternative
transactions, and carefully weighed the risks and benefits of further pursuing
each of these alternatives. The Board ultimately determined that a purchase of
BTI by CertainTeed would result in fair value to BTI shareholders, and would
otherwise be in the best interests of BTI and its employees and customers.

     The increased tender offer represents nearly a 55% premium over the closing
price of BTI shares on April 14, 2000, the last trading day before CertainTeed
announced its intention to commence a tender offer. The $8.50 price reflects
about a $2.6 million increase in the total price that CertainTeed is offering to
BTI shareholders and option holders over the price offered in the original
tender.

     THE BTI DIRECTORS UNANIMOUSLY RECOMMEND THAT ALL SHAREHOLDERS TENDER THEIR
SHARES TO CERTAINTEED IN ACCORDANCE WITH THE REVISED TERMS OF THE TENDER OFFER.
To give shareholders ample time to take advantage of the improved offer,
CertainTeed has extended the tender offer through 12:00 midnight, New York City
time, on Thursday, June 29, 2000.

     Enclosed with this letter is BTI's supplemental Schedule 14D-9, which
contains additional information regarding BTI's evaluation and recommendation of
the revised offer and which includes the text of McDonald Investments' written
"fairness" opinion. Also enclosed is CertainTeed's Supplement to the Offer to
Purchase, which provides further details concerning the amended terms of the
tender offer.

     We ask that you read the enclosed information carefully and that you tender
your shares as soon as possible. If you are a registered holder (i.e., you own
shares in your name), then please complete the enclosed (green) Letter of
Transmittal and return it to the Depositary today with your certificates. If you
are a beneficial holder (i.e., you hold your shares through a bank or brokerage
firm), please contact your representative at your bank or brokerage firm and ask
that they tender your shares to CertainTeed. If you have already tendered your
shares with the (blue) Letter of Transmittal sent with the original Offer to
Purchase, you do not need to resend the revised (green) Letter of Transmittal.

     If you have any questions or need assistance tendering your shares, please
call CertainTeed's information agent, Innisfree M&A Incorporated, toll-free at
1-888-750-5834, or call BTI's information agent, Morrow & Co., Inc at
1-800-662-5200.

     Thank you,

<TABLE>
<S>                                                    <C>
BRUNSWICK TECHNOLOGIES, INC.                           CERTAINTEED CORPORATION

              By: /s/ Martin S. Grimnes                              By: /s/ George B. Amoss
  -------------------------------------------------      -------------------------------------------------
                  Martin S. Grimnes                                       George B. Amoss
                  Chairman and CEO                                        Vice President
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.20
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>

<PAGE>   1
                                                                   Exhibit 20

                          AGREEMENT AND PLAN OF MERGER

                                   dated as of

                                  June 12, 2000

                                      among

                          BRUNSWICK TECHNOLOGIES, INC.,

                             CERTAINTEED CORPORATION

                                       and

                           VA ACQUISITION CORPORATION




<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                  PAGE
                                                                                  ----
<S>               <C>                                                             <C>
ARTICLE 1         Definitions...................................................   1
Section 1.1.      Definitions...................................................   1
ARTICLE 2         The Offer.....................................................   4
Section 2.1.      The Offer.....................................................   4
Section 2.2.      Company Action................................................   5
Section 2.3.      Directors.....................................................   6

ARTICLE 3         The Merger....................................................   7
Section 3.1.      The Merger....................................................   7
Section 3.2.      Conversion of Shares..........................................   7
Section 3.3.      Surrender and Payment.........................................   8
Section 3.4.      Dissenting Shares.............................................   9
Section 3.5.      Stock Options.................................................   9
Section 3.6.      Adjustments...................................................   9
Section 3.7.      Withholding Rights............................................  10
Section 3.8.      Lost Certificates.............................................  10

ARTICLE 4         The Surviving Corporation.....................................  10
Section 4.1.      Articles of Incorporation.....................................  10
Section 4.2.      Bylaws........................................................  10
Section 4.3.      Directors and Officers........................................  10

ARTICLE 5         Representations and Warranties of the Company.................  11
Section 5.1.      Corporate Existence and Power.................................  11
Section 5.2.      Corporate Authorization.......................................  11
Section 5.3.      Governmental Authorization....................................  11
Section 5.4.      Non-Contravention.............................................  11
Section 5.5.      Capitalization................................................  12
Section 5.6.      Subsidiaries..................................................  13
Section 5.7.      SEC Filings...................................................  13
Section 5.8.      Financial Statements..........................................  14
Section 5.9.      Disclosure Documents..........................................  14
Section 5.10.     Absence of Certain Changes....................................  15
Section 5.11.     No Undisclosed Material Liabilities...........................  17
Section 5.12.     Compliance with Laws and Court Orders.........................  17
Section 5.13.     Litigation....................................................  17
Section 5.14.     Material Contracts............................................  17
Section 5.15.     Finders' Fees.................................................  18
Section 5.16.     Employee Benefit Plans........................................  19
Section 5.17.     Environmental Matters.........................................  20
Section 5.18.     Anti-Takeover Statutes and Rights Agreement...................  20
</TABLE>

<PAGE>   3


<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                  ----
<S>               <C>                                                             <C>
Section 5.19.     Title to Real Properties......................................  21
Section 5.20.     Insurance Coverage............................................  21
Section 5.21.     Labor Matters.................................................  21
Section 5.22.     Intellectual Property.........................................  21

ARTICLE 6         Representations and Warranties of Parent......................  22
Section 6.1.      Corporate Existence and Power.................................  22
Section 6.2.      Corporate Authorization.......................................  22
Section 6.3.      Governmental Authorization....................................  22
Section 6.4.      Non-Contravention.............................................  23
Section 6.5.      Disclosure Documents..........................................  23
Section 6.6.      Finders' Fees.................................................  24
Section 6.7.      Financing.....................................................  24
Section 6.8.      Present Intention.............................................  24

ARTICLE 7         Covenants of the Company......................................  24
Section 7.1.      Conduct of the Company........................................  24
Section 7.2.      Shareholder Meeting; Proxy Material...........................  27
Section 7.3.      Access to Information.........................................  27
Section 7.4.      No Solicitation; Other Offers.................................  28
Section 7.5.      Notices of Certain Events.....................................  29
Section 7.6.      [Intentionally Omitted.]......................................  29
Section 7.7.      Interim Financial Statements..................................  29
Section 7.8.      Non-Compete Agreements........................................  29

ARTICLE 8         Covenants of Parent...........................................  30
Section 8.1.      Obligations of Merger Subsidiary..............................  30
Section 8.2.      Voting of Shares..............................................  30
Section 8.3.      Director and Officer Liability................................  30
Section 8.4.      Employees; Benefits...........................................  31

ARTICLE 9         Covenants of Parent and the Company...........................  30
Section 9.1.      Reasonable Best Efforts.......................................  30
Section 9.2.      Certain Filings...............................................  30
Section 9.3.      Press Releases................................................  30
Section 9.4.      Further Assurances............................................  30
Section 9.5.      Merger Without Meeting of Shareholders........................  30
Section 9.6.      Adjournment of Special Meeting of Shareholders................  31

ARTICLE 10        Conditions to the Merger......................................  31
Section 10.1.     Conditions to Obligations of Each Party.......................  31
Section 10.2.     Conditions to the Obligations of Parent and Merger Subsidiary.  31
</TABLE>

                                       ii
<PAGE>   4

<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                  ----
<S>               <C>                                                             <C>
ARTICLE 11        Termination...................................................  32
Section 11.1.     Termination...................................................  32
Section 11.2.     Effect of Termination.........................................  34

ARTICLE 12        Miscellaneous.................................................  34
Section 12.1.     Notices.......................................................  34
Section 12.2.     Survival of Representations and Warranties....................  35
Section 12.3.     Amendments; No Waivers........................................  35
Section 12.4.     Expenses......................................................  35
Section 12.5.     Successors and Assigns........................................  36
Section 12.6.     Governing Law.................................................  37
Section 12.7.     Waiver of Jury Trial..........................................  37
Section 12.8.     Counterparts; Effectiveness; Benefit..........................  37
Section 12.9.     Entire Agreement..............................................  37
Section 12.10.    Captions......................................................  37
Section 12.11.    Severability..................................................  37
Section 12.12.    Specific Performance..........................................  37
</TABLE>

Annex I - Conditions to the Offer

EXHIBITS

Exhibit A - Form of Shareholder Agreement
Exhibit B - Form of Non-Compete Agreement


SCHEDULES

Schedule 5.3
Schedule 5.4
Schedule 5.5(a)
Schedule 5.5(b)
Schedule 5.6
Schedule 5.10(l)
Schedule 5.13
Schedule 5.14
Schedule 5.14(a)
Schedule 5.16
Schedule 5.17
Schedule 5.18
Schedule 5.22
Schedule 7.1(h)

                                      iii
<PAGE>   5


                          AGREEMENT AND PLAN OF MERGER

                  AGREEMENT AND PLAN OF MERGER dated as of June 12, 2000 among
BRUNSWICK TECHNOLOGIES, INC., a Maine corporation (the "COMPANY"), CERTAINTEED
CORPORATION, a Delaware corporation ("PARENT"), and VA Acquisition Corporation,
a Maine corporation and an indirect, wholly owned subsidiary of Parent ("MERGER
SUBSIDIARY").

                                   BACKGROUND

                  The respective Boards of Directors of Parent, Merger
Subsidiary and the Company have each determined that it is advisable, on the
terms and subject to the conditions of this Agreement: (i) for Merger Subsidiary
to increase its cash tender offer to purchase all of the outstanding shares of
common stock, par value of $0.0001 per share, including the associated rights to
purchase preferred stock, of the Company to $8.50 net per share, (ii) for the
Board of Directors of the Company to recommend such increased offer to the
shareholders of the Company and (iii) following the tender offer, to merge
Merger Subsidiary and the Company.

                                      TERMS

                  In consideration of the premises and mutual covenants herein
contained and intending to be legally bound hereby the parties hereby agree as
follows:

                             ARTICLE 1 Definitions

                  Section 1.1. Definitions. The following terms, as used herein,
have the following meanings:

                  "ACQUISITION PROPOSAL" means an inquiry, offer or proposal
regarding any of the following involving the Company or any of its Subsidiaries:
(i) any merger, consolidation, share exchange, recapitalization, business
combination or other similar transaction, (ii) any sale, lease, exchange,
transfer or other disposition of all or substantially all the assets of the
Company and its Subsidiaries, taken as a whole, in a single transaction or
series of related transactions or (iii) any tender offer or exchange offer for
25 percent or more of the outstanding Shares or the filing of a registration
statement under the 1933 Act in connection therewith.

                  "AFFILIATE" means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under common
control with such Person.

                  "CLOSING DATE" means the date on which the Effective Time
occurs.

                  "CODE" means the Internal Revenue Code of 1986, as amended.

                  "COMMON STOCK" means common stock of the Company, par value
$0.0001 per share.

                                       1
<PAGE>   6

                  "COMPANY BALANCE SHEET" means the consolidated balance sheet
of the Company as of March 31, 2000 and the footnotes thereto set forth in the
Company 10-Q.

                  "COMPANY BALANCE SHEET DATE" means March 31, 2000.

                  "COMPANY DATA ROOM" means the data room set up by the Company
in May 2000 and made available to Parent.

                  "COMPANY 10-Q" means the Company's quarterly report on Form
10-Q for the period ended March 31, 2000.

                  "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.

                  "INITIAL OFFER" means the cash tender offer by Merger
Subsidiary pursuant to the Offer to Purchase, dated April 20, 2000, as amended,
to purchase all of the outstanding Shares at $8.00 per share, net to the seller
in cash.

                  "KNOWLEDGE" of any Person that is not an individual means the
knowledge of such Person's officers after reasonable inquiry.

                  "LIEN" means, with respect to any property or asset, any
mortgage, lien, pledge, charge, security interest, encumbrance or other adverse
claim of any kind in respect of such property or asset. For purposes of this
Agreement, a Person shall be deemed to own subject to a Lien any property or
asset that it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such property or asset.

                  "MAINE LAW" or "MBCA" means the Maine Business Corporation
Act.

                  "MATERIAL ADVERSE EFFECT" means, with respect to any Person, a
material adverse effect (other than an effect that impacts the Person's industry
generally) on the financial condition, business or results of operations of such
Person and its Subsidiaries, taken as a whole.

                  "1933 ACT" means the Securities Act of 1933.

                  "1934 ACT" means the Securities Exchange Act of 1934.

                  "PERSON" means an individual, corporation, partnership,
limited liability company, association, trust or other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

                  "RIGHT" means, with respect to each outstanding share of
Common Stock, the right to purchase one one-hundredth of a share of Series A
Junior Participating Preferred Stock, par value $10.00 per share, pursuant to
the Rights Agreement.

                                       2
<PAGE>   7

                  "RIGHTS AGREEMENT" means the Rights Agreement, dated as of
April 17, 2000 between the Company and State Street Bank and Trust Company.

                  "SAINT-GOBAIN" means Compagnie de Saint-Gobain, a French
corporation.

                  "SEC" means the Securities and Exchange Commission.

                  "SHAREHOLDER AGREEMENTS" means the shareholder agreements
between Merger Subsidiary and each of the directors and executive officers of
the Company and in substantially the form attached hereto as EXHIBIT A.

                  "SHARES" means collectively, the shares of Common Stock and
the Rights.

                  "STOCK OPTION" means any stock option, stock appreciation
right, or phantom stock unit.

                  "SUBSIDIARY" means, with respect to any Person, any entity of
which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at any time directly or indirectly owned by such Person.

                  "TRANSACTIONS" means the transactions contemplated by this
Agreement, including the Offer and the Merger.

                  (a) Any reference in this Agreement to a statute shall be to
such statute, as amended from time to time, and to the rules and regulations
promulgated thereunder.

                  (b) Each of the following terms is defined in the Section set
forth opposite such term:

<TABLE>
<CAPTION>

         TERM                                                                   SECTION
         ----                                                                   -------
<S>                                                                               <C>
         CERCLA...........................................................        5.17

         Certificates.....................................................         3.3

         Company Disclosure Documents.....................................         5.9

         Company Material Contract........................................        5.14

         Company Merger Proxy Statement...................................         5.9

         Company SEC Documents............................................         5.7

         Company Securities...............................................         5.5

         Company Shareholder Meeting......................................         7.2

         Company Subsidiary Securities....................................         5.6

         Confidentiality Agreement........................................         7.3

         Effective Time...................................................         3.1

         Employee Plans...................................................        5.16

         Environmental Laws...............................................        5.17

         ERISA............................................................        5.16
</TABLE>
                                       3

<PAGE>   8


 <TABLE>
<CAPTION>

         TERM                                                                   SECTION
         ----                                                                   -------
<S>                                                                               <C>
         ERISA Affiliate..................................................        5.16

         Exchange Agent...................................................         3.3

         GAAP.............................................................         5.8

         Hazardous Materials..............................................        5.17

         HMTA.............................................................        5.17

         Indemnified Person...............................................         8.3

         Intellectual Property Rights.....................................        5.22

         Maine Merger Agreement...........................................         3.1

         Merger...........................................................         3.1

         Merger Consideration.............................................         3.2

         Minimum Condition................................................         2.1

         Multiemployer Plan...............................................        5.16

         Non-Compete Agreements...........................................         7.8

         Offer............................................................         2.1

         Offer Documents..................................................         2.1

         Options..........................................................         5.5

         RCRA.............................................................        5.17

         Schedule TO......................................................         2.1

         Schedule 14D-9...................................................         2.2

         Superior Proposal................................................         7.4

         Surviving Corporation............................................         3.1
</TABLE>


                              ARTICLE 2 The Offer

Section 2.1.      The Offer.

                  (a) Provided that nothing shall have occurred that would
result in a failure to satisfy any of the conditions set forth in ANNEX I
hereto, as promptly as practicable after the date hereof, Merger Subsidiary
shall, and Parent shall cause Merger Subsidiary to, amend the Initial Offer to
offer to purchase any and all of the outstanding Shares at a price of $8.50 per
Share, net to the seller in cash (the "OFFER"). The Offer shall be subject to
the condition that there shall be validly tendered in accordance with the terms
of the Offer, prior to the expiration date of the Offer and not withdrawn, a
number of Shares that, together with the Shares then beneficially owned by
Parent, Merger Subsidiary and Saint-Gobain, represents at least a majority of
the total number of outstanding Shares on a fully diluted basis (including the
exercise of all outstanding options) (the "MINIMUM CONDITION") and to the other
conditions set forth in ANNEX I hereto. Merger Subsidiary expressly reserves the
right to waive any of the conditions to the Offer and to make any change in the
terms or conditions of the Offer, provided that, no change or waiver may be made
that, without the prior written consent of the Company, waives the Minimum
Condition, changes the form of consideration to be paid, decreases the price per
Share or the number of Shares sought in the Offer or imposes conditions to the
Offer in addition to those set forth in ANNEX I. Notwithstanding the foregoing,
without the consent of the Company, Merger Subsidiary

                                       4
<PAGE>   9

shall have the right to extend the Offer from time to time if, at the
scheduled or extended expiration date of the Offer, any of the conditions
to the Offer shall not have been satisfied or waived, until such conditions are
satisfied or waived; provided that Merger Subsidiary may extend the Offer under
this clause for any period required by any rule, regulation, interpretation or
position of the SEC or the staff thereof applicable to the Offer or any period
required by applicable law. If all of the conditions to the Offer are not
satisfied or waived on any scheduled expiration date of the Offer, Merger
Subsidiary shall extend the Offer from time to time until such conditions are
satisfied or waived (but not beyond July 31, 2000); provided that (w) such
conditions are reasonably capable of being satisfied, (x) the Company exercises
its reasonable best efforts to cause such conditions to be satisfied, (y) an
Acquisition Proposal shall not have been publicly announced and not withdrawn as
of such scheduled expiration date and (z) the Company is in compliance with all
of its covenants in this Agreement. Subject to the foregoing and to the terms
and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it
to, accept for payment and pay for, as promptly as practicable after the
expiration of the Offer, all Shares properly tendered and not withdrawn pursuant
to the Offer that Merger Subsidiary is obligated to purchase. Parent shall
provide or cause to be provided to Merger Subsidiary on a timely basis the funds
necessary to pay for any Shares that Merger Subsidiary becomes obligated to
accept for payment, and pay for, pursuant to the Offer.

                  (b) As soon as practicable after the date hereof, Parent and
Merger Subsidiary shall amend their Tender Offer Statement on Schedule TO (the
"SCHEDULE TO") with respect to the Offer, which will contain a supplement to the
offer to purchase and a revised letter of transmittal (the Schedule TO and all
documents included therein pursuant to which the Offer will be made, together
with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and
the Company each agrees promptly to correct any information provided by it for
use in the Offer Documents if and to the extent that such information shall have
become false or misleading in any material respect. Parent and Merger Subsidiary
agree to take all steps necessary to cause the Schedule TO as so corrected to be
filed with the SEC and the other Offer Documents as so corrected to be
disseminated to holders of Shares, in each case as and to the extent required by
applicable federal securities laws. The Company and its counsel shall be given
an opportunity to review and comment on the amended Schedule TO prior to its
being filed.

      Section 2.2.  Company Action.

                  (a) The Company hereby consents to the Offer and represents
that its Board of Directors, at a meeting duly called and held has (i)
unanimously determined that this Agreement and the Transactions, including the
Offer and the Merger, are fair to and in the best interests of the Company's
shareholders, (ii) unanimously approved and adopted this Agreement and the
Transactions, including the Offer and the Merger, in accordance with the
requirements of the Maine Law and (iii) unanimously resolved to recommend
acceptance of the Offer and approval and adoption of this Agreement and the
Merger by its shareholders, provided that, subject to Section 7.4(c), the Board
of Directors of the Company may withdraw, modify or amend such recommendation
only to the extent the Company's Board of Directors shall have determined in
good faith, on the basis of advice of its outside legal counsel, that consistent
with its fiduciary duties under applicable law, it must take such action. The
Company further

                                       5
<PAGE>   10


represents that McDonald Investments, Inc. has delivered to the Company's
Board of Directors its written opinion that the consideration to be paid
in the Offer and the Merger is fair to the holders of Shares from a
financial point of view. The Company has been advised that all of its directors
intend to tender their Shares pursuant to the Offer and, if applicable, to vote
in favor of the Merger. The Company will cause its transfer agent to promptly
furnish Parent, upon request, with a list of the Company's shareholders, mailing
labels and any available listing or computer file containing the names and
addresses of all record holders of Shares and lists of securities positions of
Shares held in stock depositories and to provide to Parent such additional
information (including, without limitation, updated lists of shareholders,
mailing labels and lists of securities positions) and such other assistance as
Parent may reasonably request in connection with the Offer.

                  (b) As soon as practicable on or after the date the amended
terms of the Offer are announced, the Company shall amend and disseminate to
holders of Shares, in each case as and to the extent required by applicable
federal securities laws, a supplement to its Solicitation/Recommendation
Statement on Schedule 14D-9 originally filed on May 3, 2000 (together with any
amendments or supplements thereto, the "SCHEDULE 14D-9") that shall reflect the
recommendations of the Company's Board of Directors referred to above. The
Company and Parent each agree promptly to correct any information provided by it
for use in the Schedule 14D-9 if and to the extent that it shall have become
false or misleading in any material respect. The Company agrees to take all
steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the
SEC and to be disseminated to holders of Shares, in each case as and to the
extent required by applicable federal securities laws. Parent and its counsel
shall be given an opportunity to review and comment on the amended Schedule
14D-9 prior to its being filed with the SEC.

        Section 2.3.  Directors.

                  (a) Promptly following the purchase of and payment for a
number of Shares that satisfies the Minimum Condition, Parent shall be entitled
to designate all directors on the Company's Board of Directors and the Company
shall take all action within its power to cause Parent's designees to be elected
or appointed to the Company's Board of Directors, including, without limitation,
increasing the number of directors, and seeking and accepting resignations of
incumbent directors. At such time, the Company will also use its reasonable best
efforts to cause individual directors designated by Parent to constitute all
members of each board of directors of each Subsidiary of the Company.

                  (b) The Company's obligations to appoint Parent's designees to
the Board of Directors shall be subject to Section 14(f) of the 1934 Act and
Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions,
and shall include in the Schedule 14D-9 such information with respect to the
Company and its officers and directors, as Section 14(f) and Rule 14f-1 require
in order to fulfill its obligations under this Section. Parent shall supply to
the Company in writing and be solely responsible for any information with
respect to itself and its nominees, officers, directors and affiliates required
by Section 14(f) and Rule 14f-1.

                                       6
<PAGE>   11

                              ARTICLE 3 The Merger

       Section 3.1.  The Merger.

                  (a) At the Effective Time, Merger Subsidiary shall be merged
(the "MERGER") with and into the Company in accordance with Maine Law, whereupon
the separate existence of Merger Subsidiary shall cease, and the Company shall
be the surviving corporation (the "SURVIVING CORPORATION"); provided that if the
Merger can be effected without a shareholder vote under Section 904 of the MBCA,
then the Company may instead be merged with and into Merger Subsidiary whereupon
the separate existence of the Company shall cease, and the Merger Subsidiary
shall be the Surviving Corporation.

                  (b) As soon as practicable after satisfaction or, to the
extent permitted hereunder, waiver of all conditions to the Merger, the Company
and Merger Subsidiary will file an Agreement of Merger among the Company, Parent
and Merger Subsidiary (together with the officers' certificates required by
Maine Law (the "MAINE MERGER AGREEMENT"), with the Maine Secretary of State and
make all other filings or recordings required by Maine Law in connection with
the Merger. The Merger shall become effective at such time (the "EFFECTIVE
TIME") as the Maine Merger Agreement (or a Plan of Merger therein contained) is
duly filed with the Maine Secretary of State or at such later time as is
specified in the Maine Merger Agreement.

                  (c) From and after the Effective Time, the Surviving
Corporation shall possess all the rights, powers, privileges and franchises and
be subject to all of the obligations, liabilities, restrictions and disabilities
of the Company and Merger Subsidiary, all as provided under Maine Law.

      Section 3.2.  Conversion of Shares. At the Effective Time:

                  (a) except as otherwise provided in Section 3.2(b) or Section
3.4, each Share outstanding immediately prior to the Effective Time shall be
converted into the right to receive $8.50 in cash or any higher price paid for
each Share in the Offer, without interest (the "MERGER CONSIDERATION");

                  (b) each Share held by the Company as treasury stock or owned
by Saint-Gobain, Parent or any Subsidiary of Saint-Gobain or Parent immediately
prior to the Effective Time shall be canceled, and no payment shall be made with
respect thereto; and

                  (c) each share of common stock of Merger Subsidiary
outstanding immediately prior to the Effective Time shall be converted into and
become one share of common stock of the Surviving Corporation with the same
rights, powers and privileges as the shares so converted and shall constitute
the only outstanding shares of capital stock of the Surviving Corporation. The
Surviving Corporation will thereupon become an indirect, wholly owned subsidiary
of Parent.

       Section 3.3.  Surrender and Payment.

                                       7
<PAGE>   12

                  (a) Prior to the Effective Time, Parent shall appoint an agent
reasonably acceptable to the Company (the "EXCHANGE AGENT") for the purpose of
exchanging certificates representing Shares (the "CERTIFICATES") for the Merger
Consideration. Parent will make available to the Exchange Agent, as and when
needed, the Merger Consideration to be paid in respect of the Shares. Promptly
after the Effective Time, Parent will send, or will cause the Exchange Agent to
send, to each holder of Shares at the Effective Time a letter of transmittal and
instructions (which shall specify that the delivery shall be effected, and risk
of loss and title shall pass, only upon proper delivery of the Certificates to
the Exchange Agent) for use in such exchange.

                  (b) Each holder of Shares that have been converted into the
right to receive the Merger Consideration will be entitled to receive, upon
surrender to the Exchange Agent of a Certificate, together with a properly
completed letter of transmittal, the Merger Consideration payable for each Share
represented by such Certificate. Until so surrendered, each such Certificate
shall represent after the Effective Time for all purposes only the right to
receive such Merger Consideration.

                  (c) If any portion of the Merger Consideration is to be paid
to a Person other than the Person in whose name the surrendered Certificate is
registered, it shall be a condition to such payment that the Certificate so
surrendered shall be properly endorsed or otherwise be in proper form for
transfer and that the Person requesting such payment shall pay to the Exchange
Agent any transfer or other taxes required as a result of such payment to a
Person other than the registered holder of such Certificate or establish to the
satisfaction of the Exchange Agent that such tax has been paid or is not
payable.

                  (d) After the Effective Time, there shall be no further
registration of transfers of Shares. If, after the Effective Time, Certificates
are presented to the Surviving Corporation, they shall be canceled and exchanged
for the Merger Consideration provided for, and in accordance with the procedures
set forth, in this Article.

                  (e) Any portion of the Merger Consideration made available to
the Exchange Agent pursuant to Section 3.3(a) (and any interest or other income
earned thereon) that remains unclaimed by the holders of Shares nine months
after the Effective Time shall be returned to Parent, upon demand, and any such
holder who has not exchanged them for the Merger Consideration in accordance
with this Section prior to that time shall thereafter look only to the Surviving
Corporation and Parent for payment of the Merger Consideration in respect of
such Shares without any interest thereon. Notwithstanding the foregoing, neither
the Surviving Corporation nor Parent shall be liable to any holder of Shares for
any amount paid to a public official pursuant to applicable abandoned property,
escheat or similar laws. Any amounts remaining unclaimed by holders of Shares
two years after the Effective Time (or such earlier date immediately prior to
such time when the amounts would otherwise escheat to or become property of any
governmental authority) shall become, to the extent permitted by applicable law,
the property of Parent and the Surviving Corporation free and clear of any
claims or interest of any Person previously entitled thereto.

                                       8
<PAGE>   13

                  (f) Any portion of the Merger Consideration made available to
the Exchange Agent pursuant to Section 3.3(a) to pay for Shares for which
appraisal rights have been perfected shall be returned to Parent, upon demand.

         Section 3.4. Dissenting Shares. Notwithstanding Section 3.2, Shares
outstanding immediately prior to the Effective Time and held by a holder
who has not voted in favor of the Merger, if required, or consented thereto, if
required, in writing and who has demanded appraisal for such Shares in
accordance with Maine Law shall not be converted into a right to receive the
Merger Consideration, unless such holder fails to perfect, withdraws or
otherwise loses its right to appraisal. If, after the Effective Time, such
holder fails to perfect, withdraws or loses its right to appraisal, such Shares
shall be treated as if they had been converted as of the Effective Time into a
right to receive the Merger Consideration. The Company shall give Parent prompt
notice of any demands received by the Company for appraisal of Shares, and
Parent shall have the right to direct all negotiations and proceedings with
respect to such demands. Except with the prior written consent of Parent, the
Company shall not make any payment with respect to, or settle or offer to
settle, any such demands.

        Section 3.5.  Stock Options.

                  (a) At or immediately prior to the Effective Time, each
outstanding Stock Option issued by the Company to purchase Shares, whether or
not vested or exercisable, shall be canceled, and the Company shall pay each
holder of any such option at or promptly after the Effective Time for each such
option surrendered an amount in cash determined by multiplying (i) the excess,
if any, of the Merger Consideration over the applicable exercise price of such
option by (ii) the number of Shares such holder could have purchased (assuming
full vesting of all options) had such holder exercised such option in full
immediately prior to the Effective Time. Such payment shall be reduced by
applicable withholding taxes.

                  (b) Prior to the Effective Time, the Company shall take all
actions (including, if appropriate, amending the terms of any option plan or
arrangement) that are within its power to give effect to the transactions
contemplated by Section 3.5(a).

        Section 3.6. Adjustments. If, during the period between the date
of this Agreement and the Effective Time, any change in the outstanding
Shares shall occur (other than due to the exercise of currently outstanding
options), including by reason of any reclassification, recapitalization, stock
split or combination, exchange or readjustment of Shares, or stock dividend
thereon with a record date during such period, the cash payable pursuant to the
Offer, the Merger Consideration and any other amounts payable pursuant to this
Agreement shall be appropriately adjusted.

         Section 3.7. Withholding Rights. Each of the Surviving Corporation and
Parent shall be entitled to deduct and withhold from the consideration otherwise
payable to any Person pursuant to this Article such amounts as it is required to
deduct and withhold with respect to the making of such payment under any
provision of federal, state, local or foreign tax law. If the Surviving
Corporation or Parent, as the case may be, so withholds amounts, such amounts
shall be treated for all purposes of this Agreement as having been paid to the
holder of the Shares in

                                       9
<PAGE>   14

respect of which the Surviving Corporation or Parent, as the case may be, made
such deduction and withholding.

         Section 3.8. Lost Certificates. If any Certificate shall have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
Person claiming such Certificate to be lost, stolen or destroyed and, if
required by the Surviving Corporation, the posting by such Person of a bond, in
such reasonable amount as the Surviving Corporation may direct, as indemnity
against any claim that may be made against it with respect to such Certificate,
the Exchange Agent will pay, in exchange for such lost, stolen or destroyed
Certificate, the Merger Consideration to be paid in respect of the Shares
represented by such Certificate, as contemplated by this Article.

                      ARTICLE 4 The Surviving Corporation

         Section 4.1. Articles of Incorporation. The articles of incorporation
of Merger Subsidiary in effect at the Effective Time shall be the articles of
incorporation of the Surviving Corporation until amended in accordance with
applicable law, provided that, at the Effective Time, Article First of such
articles of incorporation shall be amended to read as follows: "The name of the
corporation is Brunswick Technologies, Inc."

         Section 4.2. Bylaws. The bylaws of Merger Subsidiary in effect at the
Effective Time shall be the bylaws of the Surviving Corporation until amended in
accordance with applicable law.

         Section 4.3. Directors and Officers. From and after the Effective Time,
until successors are duly elected or appointed and qualified in accordance with
applicable law, (i) the directors of Merger Subsidiary at the Effective Time
shall be the directors of the Surviving Corporation and (ii) the officers of the
Merger Subsidiary at the Effective Time shall be the officers of the Surviving
Corporation.

            ARTICLE 5 Representations and Warranties of the Company

         The Company represents and warrants to Parent that:

         Section 5.1. Corporate Existence and Power. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Maine. The Company is duly qualified to do business as a
foreign corporation and is in good standing in each jurisdiction where such
qualification is necessary, except for those jurisdictions where failure to be
so qualified would not have, individually or in the aggregate, a Material
Adverse Effect on the Company.

         Section 5.2. Corporate Authorization. The execution, delivery and
performance by the Company of this Agreement and the consummation by the Company
of the Transactions, are within the Company's corporate powers and, except for
the affirmative vote of the holders of a majority of the outstanding Shares in
connection with the consummation of the Merger (if required by law) or any
applicable shareholder approval required by the Nasdaq National Market

                                       10
<PAGE>   15


System, have been duly authorized by all necessary corporate action on the
part of the Company. The affirmative vote of the holders of a majority of
the outstanding Shares (if required by law) is the only vote of the holders of
any of the Company's capital stock necessary in connection with the consummation
of the Merger. This Agreement constitutes a valid and binding agreement of the
Company.

         Section 5.3. Governmental Authorization. Except as set forth on
SCHEDULE 5.3, the execution, delivery and performance by the Company of this
Agreement and the consummation by the Company of the Transactions, require no
action by or in respect of, or filing with, any governmental body, agency,
official or authority, domestic or foreign, other than (i) the filing of the
Maine Merger Agreement with respect to the Merger with the Maine Secretary of
State and appropriate documents with the relevant authorities of other states in
which the Company is qualified to do business, (ii) compliance with any
applicable requirements of the HSR Act and of any applicable antitrust laws,
(iii) compliance with any applicable requirements of the 1933 Act, the 1934 Act
and any other applicable securities or takeover laws, whether state or foreign,
and (iv) any actions or filings the absence of which would not be reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect on
the Company or materially to impair the ability of the Company to consummate the
Transactions.

         Section 5.4. Non-Contravention. The execution, delivery and performance
by the Company of this Agreement, and the consummation by the Company of the
Transactions, do not and will not (i) contravene, conflict with, or result in
any violation or breach of any provision of the articles of incorporation or
bylaws of the Company, (ii) assuming compliance with the matters referred to in
Section 5.3, contravene, conflict with, or result in a violation or breach of
any provision of any applicable law, statute, ordinance, rule, regulation,
judgment, injunction, order or decree, (iii) require any consent or other action
by any Person under, constitute a default, or an event that, with or without
notice or lapse of time or both, would become a default, under, or cause or
permit the termination, cancellation, acceleration or other change of any right
or obligation or the loss of any benefit to which the Company or any of its
Subsidiaries is entitled under any provision of any agreement or other
instrument with any financial institution or government agency binding upon the
Company or any of its Subsidiaries (except as set forth on SCHEDULE 5.4) or any
license, franchise, permit, certificate, approval or other similar authorization
affecting, or relating in any way to, the assets or business of the Company and
its Subsidiaries or (iv) result in the creation or imposition of any Lien on any
asset of the Company or any of its Subsidiaries, except such contraventions,
conflicts and violations referred to in clause (ii) and such failures to obtain
any such consent or other action, default, termination, cancellation,
acceleration, change, loss or Lien referred to in clauses (iii) or (iv) that
could not be reasonably expected to have, individually or in the aggregate, a
Material Adverse Effect on the Company or to impair materially the ability of
the Company to consummate the Transactions.

         Section 5.5. Capitalization.

                  (a) The authorized capital stock of the Company consists of
20,000,000 Shares. As of June 9, 2000, there were outstanding 5,234,415 Shares
and stock options issued by the Company (the "OPTIONS") to purchase an aggregate
of 819,672 Shares (of

                                       11

<PAGE>   16

which Options to purchase an aggregate of 471,499 Shares were exercisable).
There are and there will be no shares of preferred stock outstanding.
The Company has issued to shareholders Rights to purchase Junior
Participating Preferred Stock of the Company, which Preferred Stock is, under
certain circumstances, convertible into Common Stock of the Company. All
outstanding shares of capital stock of the Company have been, and all shares
that may be issued pursuant to the stock option plans will be, when issued in
accordance with the respective terms thereof, duly authorized and validly issued
and fully paid and nonassessable. SCHEDULE 5.5(a) identifies (v) the holders of
each of the Options, (vi) the number of Options vested for each holder, (vii)
the option plan under which each Option was issued, (viii) the number of Options
held by such holder and (ix) the exercise price of each of the Options.

                  (b) Except as set forth in this Section 5.5 or SCHEDULE 5.5(a)
and except for changes since June 9, 2000 resulting from the exercise of stock
options issued by the Company outstanding on such date, there are no outstanding
(i) shares of capital stock or voting securities of the Company, (ii) securities
of the Company convertible into or exchangeable for shares of capital stock or
voting securities of the Company or (iii) options or other rights to acquire
from the Company or other obligation of the Company to issue, any capital stock,
voting securities or securities convertible into or exchangeable for capital
stock or voting securities of the Company (the items in clauses (i), (ii) and
(iii) being referred to collectively as the "COMPANY SECURITIES"). Except as set
forth in SCHEDULE 5.5(b), there are no outstanding obligations of the Company or
any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the
Company Securities.

         Section 5.6. Subsidiaries.

                  (a) All Significant Subsidiaries within the meaning of
Regulation S-X of the Company and their respective jurisdictions of
incorporation are identified in the Company's most recent Form 10-K. Except for
such Subsidiaries, the Company does not directly or indirectly own any capital
stock of or other equity interest in any corporation, partnership or other
Person and neither the Company nor any of its Subsidiaries is a member of or
participant in any partnership, joint venture or similar Person.

                  (b) Except as set forth on SCHEDULE 5.6, all of the
outstanding capital stock of, or other voting securities or ownership interests
in, each Subsidiary of the Company, is owned by the Company (except for shares
of foreign Subsidiaries of the Company held in nominee names), directly or
indirectly, free and clear of any Lien and free of any other limitation or
restriction (including any restriction on the right to vote, sell or otherwise
dispose of such capital stock or other voting securities or ownership
interests). There are no outstanding (i) securities of the Company or any of its
Subsidiaries convertible into or exchangeable for shares of capital stock or
other voting securities or ownership interests in any Subsidiary of the Company
or (ii) options or other rights to acquire from the Company or any of its
Subsidiaries, or other obligation of the Company or any of its Subsidiaries to
issue, any capital stock or other voting securities or ownership interests in,
or any securities convertible into or exchangeable for any capital stock or
other voting securities or ownership interests in, any Subsidiary of the Company
(the items in clauses (i) and (ii) being referred to collectively as the
"COMPANY

                                       12
<PAGE>   17

SUBSIDIARY SECURITIES"). There are no outstanding obligations of the
Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire
any of the Company Subsidiary Securities.

       Section 5.7.  SEC Filings.

                  (a) The Company has filed (i) the Company's annual reports on
Form 10-K for its fiscal years ended December 31, 1999 and December 31, 1998,
(ii) its quarterly report on Form 10-Q for its fiscal quarter ended March 31,
2000, (iii) its proxy or information statements relating to meetings of, or
actions taken without a meeting by, the shareholders of the Company held after
December 31, 1999, (iv) the Schedule 14D-9 and amendments thereto, and (v) all
of its other reports, statements, schedules and registration statements filed
with the SEC since December 31, 1999 (the documents referred to in this Section
5.7(a), collectively, the "COMPANY SEC DOCUMENTS").

                  (b) To the knowledge of the Company, as of the filing date,
each Company SEC Document complied as to form in all material respects with the
applicable requirements of the 1933 Act and the 1934 Act, as the case may be.

                  (c) To the knowledge of the Company, as of its filing date
(or, if amended or superceded by a filing prior to the date hereof, on the date
of such later filing), each Company SEC Document filed pursuant to the 1934 Act
did not, and each such Company SEC Document filed subsequent to the date hereof
will not, contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading.

                  (d) To the knowledge of the Company, each Company SEC Document
that is a registration statement, as amended or supplemented, if applicable,
filed pursuant to the 1933 Act, as of the date such statement or amendment
became effective, did not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading.

          Section 5.8. Financial Statements. The audited consolidated
financial statements and unaudited consolidated interim financial statements of
the Company included in the Company SEC Documents fairly present, in conformity
with generally accepted accounting principles ("GAAP") applied on a consistent
basis (except as may be indicated in the notes thereto), the consolidated
financial position of the Company and its consolidated Subsidiaries as of the
dates thereof and their consolidated results of operations and cash flows for
the periods then ended (subject to normal year-end adjustments in the case of
any unaudited interim financial statements).

         Section 5.9.  Disclosure Documents.

                  (a) Each document required to be filed by the Company with the
SEC or required to be distributed or otherwise disseminated to the Company's
shareholders in connection with the Transactions (the "COMPANY DISCLOSURE
DOCUMENTS"), including, without

                                       13
<PAGE>   18


limitation, the Schedule 14D-9, the proxy or information statement of the
Company (the "COMPANY MERGER PROXY STATEMENT"), if any, to be filed with
the SEC in connection with the Merger, and any amendments or supplements
thereto, when filed, distributed or disseminated, as applicable, will
comply as to form in all material respects with the applicable requirements
of the 1934 Act.

                  (b) (i) The Company Merger Proxy Statement, as supplemented or
amended, if applicable, at the time such Company Merger Proxy Statement or any
amendment or supplement thereto is first mailed to shareholders of the Company
and at the time such shareholders vote on adoption of this Agreement, and (ii)
any Company Disclosure Document (other than the Company Merger Proxy Statement),
at the time of the filing of such Company Disclosure Document or any supplement
or amendment thereto and at the time of any distribution or dissemination
thereof, will not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they were made, not misleading.
The representations and warranties contained in this Section 5.9(b) will not
apply to statements or omissions included in the Company Disclosure Documents
based upon information furnished to the Company in writing by Parent
specifically for use therein.

                  (c) The information with respect to the Company or any of its
Subsidiaries that the Company furnishes to Parent in writing specifically for
use in the Offer Documents, at the time of the filing thereof, at the time of
any distribution or dissemination thereof and at the time of the consummation of
the Offer, will not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they were made, not misleading.

         Section 5.10. Absence of Certain Changes. Since the Company Balance
Sheet Date, the business of the Company and its Subsidiaries has been
conducted in the ordinary course consistent with past practices and, except as
disclosed in the Company SEC Documents, there has not been:

                  (a) except for changes in exchange rates of foreign
currencies, any event, occurrence, development or state of circumstances or
facts that has had or could reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect on the Company;

                  (b) any declaration, setting aside or payment of any dividend
or other distribution with respect to any shares of capital stock of the Company
or any repurchase, redemption or other acquisition by the Company or any of its
Subsidiaries of any outstanding shares of capital stock or other securities of,
or other ownership interests in, the Company or any of its Subsidiaries;

                  (c) any acquisition by the Company or any of its Subsidiaries
of a material amount of assets, including without limitation stock or other
equity interests, from any

                                       14
<PAGE>   19

Person or any sale, lease, license or other disposition of assets or property
of the Company or any of its Subsidiaries other than in the ordinary course
of business consistent with past practices;

                  (d) any amendment of any material term of any outstanding
security of the Company or any of its Subsidiaries;

                  (e) any incurrence, assumption or guarantee by the Company or
any of its Subsidiaries of any indebtedness for borrowed money (i) exceeding
$1,000,000 in the aggregate or (ii) having a term longer than one year in
duration;

                  (f) to the knowledge of the Company, any creation or other
incurrence by the Company or any of its Subsidiaries of any Lien on any asset
other than in the ordinary course of business consistent with past practices;

                  (g) any making of any loan, advance or capital contributions
to or investment in any Person other than loans, advances or capital
contributions to or investments in its wholly owned Subsidiaries made in the
ordinary course of business consistent with past practices;

                  (h) to the knowledge of the Company, any damage, destruction
or other similar casualty loss (whether or not covered by insurance) affecting
the business or assets of the Company or any of its Subsidiaries that has
resulted, or could reasonably be expected to result, in an aggregate amount in
excess of $500,000;

                  (i) any transaction or commitment made, or any contract or
agreement entered into, by the Company or any of its Subsidiaries relating to
its assets or business (including the acquisition or disposition of any assets)
or any relinquishment by the Company or any of its Subsidiaries of any contract
or other right, in either case, material to the Company and its Subsidiaries,
taken as a whole, other than transactions and commitments in the ordinary course
of business consistent with past practices and those contemplated by this
Agreement;

                  (j) any change in any method of accounting, method of tax
accounting or accounting principles or practice by the Company or any of its
Subsidiaries, except for any such change required by reason of a concurrent
change in GAAP or Regulation S-X under the 1934 Act;

                  (k) any tax election, other than those consistent with past
practice, not required by law or any settlement or compromise of any tax
liability in either case that is material to the Company and its Subsidiaries;

                  (l) except as set forth on SCHEDULE 5.10(l), any (i) grant of
any severance or termination pay to (or amendment to any existing arrangement
with) any director or officer of the Company or any of its Subsidiaries, (ii)
increase in benefits payable under any existing severance or termination pay
policies or employment agreements, (iii) entering into any employment, deferred
compensation or other similar agreement (or any amendment to any such existing
agreement) with any director, officer or employee of the Company or any of its

                                       15
<PAGE>   20


Subsidiaries, (iv) establishment, adoption or amendment (except as required by
applicable law) of any collective bargaining, bonus, profit-sharing, thrift,
pension, retirement, deferred compensation, compensation, stock option,
restricted stock or other benefit plan or arrangement covering any director,
officer or employee of the Company or any of its Subsidiaries or (v) increase in
compensation, bonus or other benefits payable to any director, officer or
employee of the Company or any of its Subsidiaries, other than, in the case of
clause (iii) or (v), in the ordinary course of business consistent with past
practice; or

                  (m) to the Company's knowledge, any labor dispute, other than
routine individual grievances, or any activity or proceeding by a labor union or
representative thereof to organize any employees of the Company or any of its
Subsidiaries, which employees were not subject to a collective bargaining
agreement at the Company Balance Sheet Date, or any lockouts, strikes,
slowdowns, work stoppages or threats thereof by or with respect to such
employees.

        Section 5.11. No Undisclosed Material Liabilities. To the knowledge
of the Company, there are no liabilities or obligations of the Company
or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent,
absolute, determined, determinable or otherwise, and there is no existing
condition, situation or set of circumstances that could reasonably be expected
to result in such a liability, other than:

                  (a) liabilities or obligations disclosed and provided for in
the Company Balance Sheet or in the notes thereto or in the Company SEC
Documents filed prior to the date hereof;

                  (b) liabilities or obligations that would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect on
the Company; and

                  (c) liabilities or obligations under this Agreement or
incurred in connection with the Transactions.

         Section 5.12. Compliance with Laws and Court Orders. The Company
and each of its Subsidiaries are and have been in compliance with, and to
the knowledge of the Company are not under investigation with respect to and
have not been threatened to be charged with or given notice of any violation of,
any applicable law, statute, ordinance, rule, regulation, judgment, injunction,
order or decree, except for failures to comply or violations that have not had
and could not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect on the Company.

         Section 5.13. Litigation. Except as set forth in the Company SEC
Documents filed prior to the date hereof and on SCHEDULE 5.13, there is no
action, suit, investigation or proceeding pending against, or, to the knowledge
of the Company, threatened against or affecting, the Company, any of its
Subsidiaries, any present or former officer, director or employee of the Company
or any of its Subsidiaries or any other Person for whom the Company or any such
Subsidiary is liable or any of their respective properties before any court or
arbitrator or before or by any governmental body, agency or official, domestic
or foreign, that (i) the

                                       16
<PAGE>   21

Company believes is reasonably likely to result in a liability to the
Company or any of its Subsidiaries of an amount in excess of $50,000
or (ii) that in any manner challenges or seeks to prevent, enjoin, alter or
materially delay the Offer or the Merger or any other Transaction.

        Section 5.14. Material Contracts. Except for purchase orders and
as set forth on SCHEDULE 5.14, the Company has provided Parent with a
complete and accurate list of any of the following to which the Company or any
of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound (each, a "COMPANY MATERIAL CONTRACT") and a complete and
accurate copy, except as excluded at Parent's request, of each Company Material
Contract was included in the Company Data Room:

                  (a) all written management, compensation, employment or other
contracts entered into with any executive officer or director of the Company;

                  (b) all contracts or agreements under which the Company or any
of its Subsidiaries has any outstanding indebtedness, obligation or liability
for borrowed money or the deferred purchase price of property or has the right
or obligation to incur any such indebtedness, obligation or liability, in each
case in an amount greater than $200,000;

                  (c) all bonds or agreements of guarantee or indemnification in
which the Company or any of its Subsidiaries acts as surety, guarantor or
indemnitor with respect to any obligation (fixed or contingent) in an amount or
potential amount greater than $100,000, other than any such bonds or agreements
entered into in connection with an asset or stock acquisition or disposition
made by the Company or any of its Subsidiaries and other than any such
guarantees of the obligations of the Company or any of its Subsidiaries;

                  (d) all noncompete agreements to which the Company or any of
its Affiliates (other than any director of the Company) is a party;

                  (e) all partnership and joint venture agreements;

                  (f) each other contract or agreement listed as an exhibit to
the Company's most recent Form 10-K and the Company 10-Q; and

                  (g) all agreements relating to material business acquisitions
or dispositions during the last three years, including any separate tax or
indemnification agreements.

                  Except as set forth on SCHEDULE 5.14(a), (i) neither the
Company nor any of its Subsidiaries is in default under the terms of any Company
Material Contract, which default permits the other party to adversely alter or
terminate any rights of the Company or any of its Subsidiaries or accelerate the
obligations of the Company or any of its Subsidiaries under such Company
Material Contract or to collect damages, (ii) to the knowledge of the Company,
no other party thereto is in default in any material respect under the terms of
any Company Material Contract and (iii) each Company Material Contract is in
full force and effect in all material respects.

                                       17
<PAGE>   22

           Section 5.15. Finders' Fees. Except for McDonald Investments,
Inc., a copy of whose engagement agreement has been provided to Parent, there is
no investment banker, broker, finder or other intermediary that has been
retained by or is authorized to act on behalf of the Company or any of its
Subsidiaries who might be entitled to any fee or commission from the Company or
any of its Affiliates in connection with the Transactions.

           Section 5.16. Employee Benefit Plans.

                  (a) The Company Data Room contained a complete and accurate
copy of each material "employee benefit plan", as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974 ("ERISA"), each material
employment, severance or similar contract, plan, arrangement or policy and each
other material plan or arrangement (written or oral) providing for compensation,
bonuses, profit-sharing, stock option or other stock related rights or other
forms of incentive or deferred compensation, vacation benefits, insurance
coverage (including any self-insured arrangements), health or medical benefits,
disability benefits, workers' compensation, supplemental unemployment benefits,
severance benefits and post-employment or retirement benefits (including
compensation, pension, health, medical or life insurance benefits) which is
maintained, administered or contributed to by the Company or any ERISA Affiliate
and covers any employee or former employee of the Company or its United States
Subsidiary, or with respect to which the Company or its United States Subsidiary
has any liability. Such plans are referred to collectively herein as the
"EMPLOYEE PLANS." For purposes of this Section 5.16, "ERISA AFFILIATE" of any
Person means any other Person which, together with such Person, would be treated
as a single employer under Section 414 of the Code.

                  (b) Neither the Company nor any of its ERISA Affiliates
currently contributes to or maintains any plan subject to Title IV of ERISA,
other than a "multiemployer plan" as defined in Section 3(37) of ERISA (a
"MULTIEMPLOYER PLAN"). With respect to any Multiemployer Plan or other plan
subject to Title IV of ERISA which the Company or any of its ERISA Affiliates
has contributed to or maintained during the past five years, neither the Company
nor any of its current ERISA Affiliates has any contingent liability that (i) is
reasonably likely to become a liability of Parent or its ERISA Affiliates after
the Effective Time and (ii) individually or in the aggregate, would have a
Material Adverse Effect on the Company.

                  (c) Except as set forth in SCHEDULE 5.16, neither the Company
nor its United States Subsidiary has any liability in respect of post-retirement
health, medical or life insurance benefits for retired, former or current
employees of the Company or its United States Subsidiary except as required to
avoid excise tax under Section 4980B of the Code.

                  (d) All material contributions and payments accrued under each
Employee Plan, determined in accordance with prior funding and accrual practices
have been discharged and paid when due.

                  (e) To the knowledge of the Company, there is no action, suit,
investigation, audit or proceeding pending against or involving or threatened
against or involving, any Employee Plan before any court or arbitrator or any
state, federal or local

                                       18
<PAGE>   23


governmental body, agency or official other than routine claims for benefits
and other than actions, including qualified domestic relations orders.

          Section 5.17.     Environmental Matters.

                  (a) Except as set forth on SCHEDULE 5.17, neither the Company
nor any of its Subsidiaries has received any written notice, claim, request for
information or demand from any governmental agency or third party alleging that
any of the Company, its Subsidiaries or the Company Real Properties is in
material violation of, is subject to any administrative or judicial proceeding
pursuant to, or has any material liability under, any Environmental Law.

                  (b) To the knowledge of the Company, each of the Company and
its Subsidiaries has operated its respective business in compliance with
Environmental Laws except for such non-compliance which, individually or in the
aggregate, is not likely to have a Material Adverse Effect on the Company.

                  (c) For purposes of this Agreement, "HAZARDOUS MATERIALS"
shall mean asbestos, petroleum products and all other materials on the date
hereof defined as "hazardous substances", "hazardous wastes", "toxic
substances", "solid wastes" or otherwise on or prior to the date hereof listed
or regulated pursuant to the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, 42 U.S.C. ss.9601 ET SEQ. ("CERCLA"); the
Resource Conservation and Recovery Act, 42 U.S.C. ss.ss.6901 ET SEQ. ("RCRA")
and any amendments thereto; The Hazardous Materials Transportation Act, 49
U.S.C. ss.ss.1801 ET SEQ. ("HMTA"); the Clean Water Act, the Safe Drinking Water
Act; the Atomic Energy Act; the Federal Insecticide, Fungicide, and Rodenticide
Act, the Clean Air Act; or any other similar foreign, federal, state or local
statute, regulation or ordinance or any other law or common law theory of any
foreign, state or federal court, as now in effect, relating to, or imposing
liability or standards of conduct concerning any hazardous or toxic waste,
substance or material.

                  (d) For purposes of this Agreement, "ENVIRONMENTAL LAWS" shall
mean any and all foreign, federal, state and local laws (including, without
limitation, common law), statutes, ordinances, rules, regulations, permits,
licenses or other governmental requirements relating to health, pollution, the
environment (including, without limitation, ambient air, surface water,
groundwater, land surface or subsurface strata), the release or threatened
release, discharge, emission, of any Hazardous Materials or materials containing
Hazardous Materials or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Materials or the pollution of the environment, including, without
limitation, CERCLA, RCRA and HMTA.

         Section 5.18.     Anti-Takeover Statutes and Rights Agreement.

                  (a) Except as set forth on SCHEDULE 5.18, to the knowledge of
the Company, no "control share acquisition," "fair price," "moratorium" or other
anti-takeover laws

                                       19
<PAGE>   24

or regulations enacted under any state apply to this Agreement or any of the
Transactions contemplated hereby.

                  (b) The Company has taken all action necessary to render the
Rights issued pursuant to the terms of the Rights Agreement inapplicable to this
Agreement, the Offer, the Shareholder Agreements and transactions contemplated
thereby, the Merger and any other Transactions.

         Section 5.19. Title to Real Properties. To the knowledge of the
Company, the Company and each of its Subsidiaries has good title to, or in
the case of leased property and assets have valid leasehold interests in, all
real property reflected on the Company Balance Sheet or acquired after the
Company Balance Sheet Date, except for properties sold since the Company Balance
Sheet Date in the ordinary course of business consistent with past practices,
except for such imperfections in title and easements, if any, as are not
substantial in character, amount or extent and do not materially detract from
the value, or materially interfere with the present use of the property subject
thereto or affected thereby, or otherwise materially impair the Company's
business operations. None of such property is subject to any Lien, except:

                  (a) Liens disclosed on the Company Balance Sheet;

                  (b) Liens for taxes not yet due or being contested in good
faith (and for which adequate accruals or reserves have been established on the
Company Balance Sheet); or

                  (c) Liens which do not materially detract from the value or
materially interfere with any present use of such property or assets.

         Section 5.20. Insurance Coverage. The Company and its Subsidiaries
have obtained and maintained in full force and effect public liability
insurance, insurance against claims for personal injury or death or
property damage occurring in connection with the activities of the Company or
its Subsidiaries or any properties owned, occupied or controlled by the Company
or its Subsidiaries and other insurance, in each case, with responsible and
reputable insurance companies or associations in such amounts, on such terms and
covering such risks as reasonably deemed necessary by the Company and its
Subsidiaries.

        Section 5.21. Labor Matters. The Company has no collective
bargaining agreements which relate to any of the employees of the Company or its
Subsidiaries. The Company does not know of any activity or proceedings of any
labor union (or representatives thereof) to organize any unorganized employees
employed by the Company or its Subsidiaries, or of any strikes, slowdowns, work
stoppages, lockouts or threats thereof, by or with respect to any of the
employees of the Company or its Subsidiaries during the period from the Company
Balance Sheet Date through the date hereof.

        Section 5.22. Intellectual Property. The Company and its
Subsidiaries have rights to use, whether through ownership, licensing or
otherwise, all patents, trademarks, service marks, trade names, copyrights,
trade secrets, licenses, information, proprietary rights and processes that are
material to the conduct of the business of the Company and its Subsidiaries


                                       20
<PAGE>   25


(collectively the "INTELLECTUAL PROPERTY RIGHTS"). The patents owned by the
Company or any of its Subsidiaries are valid and enforceable and any patent
issuing from patent applications of the Company or any of its Subsidiaries will
be valid and enforceable, except as such invalidity or unenforceability,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. Except as disclosed in SCHEDULE 5.22, to the Company's
knowledge, there are no infringements by any other party of any of the
Intellectual Property Rights. Except as set forth on SCHEDULE 5.22, to the
knowledge of the Company, there are no currently pending lawsuits or written
threats thereof against the Company and its Subsidiaries alleging infringement
of any intellectual property right of another Person.

               ARTICLE 6 Representations and Warranties of Parent

         Parent represents and warrants to the Company that:

         Section 6.1. Corporate Existence and Power. Each of Parent and
Merger Subsidiary is a corporation duly incorporated, validly existing and in
good standing under the laws of its jurisdiction of incorporation and has all
corporate powers and all governmental licenses, authorizations, permits,
consents and approvals required to carry on its business as now conducted,
except for those licenses, authorizations, permits, consents and approvals the
absence of which would not have, individually or in the aggregate, a Material
Adverse Effect on Parent. Since the date of its incorporation, Merger Subsidiary
has not engaged in any activities other than in connection with or as
contemplated by this Agreement, the Shareholder Agreements or in connection with
arranging any financing required to consummate the Transactions.

         Section 6.2. Corporate Authorization. The execution, delivery and
performance by Parent and Merger Subsidiary of this Agreement, and the
consummation by Parent and Merger Subsidiary of the Transactions, are within the
corporate powers of Parent and Merger Subsidiary and have been duly authorized
by all necessary corporate action. This Agreement constitutes a valid and
binding agreement of each of Parent and Merger Subsidiary.

         Section 6.3. Governmental Authorization. The execution,
delivery and performance by Parent and Merger Subsidiary of this Agreement, and
the consummation by Parent and Merger Subsidiary of the Transactions, require no
action by or in respect of, or filing with, any governmental body, agency,
official or authority, domestic or foreign, other than (i) the filing of the
Maine Merger Agreement with respect to the Merger with the Maine Secretary of
State and appropriate documents with the relevant authorities of other states in
which Parent is qualified to do business, (ii) compliance with any applicable
requirements of the HSR Act and of any applicable antitrust laws (as to which
the HSR Act filings have been completed and the applicable waiting periods have
expired), (iii) compliance with any applicable requirements of the 1933 Act, the
1934 Act and any other applicable securities or takeover laws, whether state or
foreign, (iv) the filing of a written notification pursuant to Section 5021 of
the Omnibus Trade and Competitiveness Act of 1988 (the Exon-Florio Statute) (the
filing of which has been made), and (v) any actions or filings the absence of
which would not be reasonably expected to have, individually or in the
aggregate, a Material Adverse Effect on Parent or materially to impair the
ability of Parent and Merger Subsidiary to consummate the Transactions.

                                       21
<PAGE>   26

Section 6.4. Non-Contravention. The execution, delivery and performance by
Parent and Merger Subsidiary of this Agreement, and the consummation by Parent
and Merger Subsidiary of the Transactions, do not and will not (i) contravene,
conflict with, or result in any violation or breach of any provision of the
certificate of incorporation or bylaws of Parent or Merger Subsidiary, (ii)
assuming compliance with the matters referred to in Section 6.3, contravene,
conflict with, or result in any violation or breach of any provision of any
applicable law, statute, ordinance, rule, regulation, judgment, injunction,
order or decree or (iii) require any consent or other action by any Person
under, constitute a default, or an event that, with or without notice or lapse
of time or both, would become a default, under, or cause or permit the
termination, cancellation, acceleration or other change of any right or
obligation or the loss of any benefit to which Parent or Merger Subsidiary is
entitled under any provision of any agreement or other instrument binding upon
Parent or Merger Subsidiary or any license, franchise, permit, certificate,
approval or other similar authorization affecting, or relating in any way to,
the assets or business of Parent or Merger Subsidiary, except for such
contraventions, conflicts and violations referred to in clause (ii) and for such
failures to obtain consent or other action, defaults, terminations,
cancellations, accelerations, changes, losses or Liens referred to in clause
(iii) that could not be reasonably expected to have, individually or in the
aggregate, a Material Adverse Effect on Parent or materially to impair the
ability of Parent and Merger Subsidiary to consummate the Transactions.

          Section 6.5.  Disclosure Documents.

                  (a) The information with respect to Parent and any of its
Subsidiaries that Parent furnishes to the Company in writing specifically for
use in any Company Disclosure Document will not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements made therein, in the light of the circumstances under which they
were made, not misleading (i) in the case of the Company Merger Proxy Statement,
as supplemented or amended, if applicable, at the time such Company Merger Proxy
Statement or any amendment or supplement thereto is first mailed to shareholders
of the Company and at the time such shareholders vote on adoption of this
Agreement, and (ii) in the case of any Company Disclosure Document other than
the Company Merger Proxy Statement, at the time of the filing of such Company
Disclosure Document or any supplement or amendment thereto and at the time of
any distribution or dissemination thereof.

                  (b) The Offer Documents, when filed, distributed or
disseminated, as applicable, will comply as to form in all material respects
with the applicable requirements of the 1934 Act and, at the time of the filing
thereof, at the time of any distribution or dissemination thereof and at the
time of consummation of the Offer, will not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements made therein, in the light of the circumstances under which they were
made, not misleading, provided that this representation and warranty will not
apply to statements or omissions included in the Offer Documents based upon
information furnished to Parent or Merger Subsidiary in writing by the Company
specifically for use therein.

                                       22
<PAGE>   27

          Section 6.6. Finders' Fees. Except for Lehman Brothers Inc.,
whose fees will be paid by Parent, there is no investment banker, broker, finder
or other intermediary that has been retained by or is authorized to act on
behalf of Parent who might be entitled to any fee or commission from the Company
or any of its Affiliates upon consummation of the Transactions.

          Section 6.7. Financing. Parent has, or will have prior to the
expiration of the Offer, sufficient cash, available lines of credit or other
sources of immediately available funds (including, if required or desirable,
funds provided by Saint-Gobain) to enable it to purchase all of the Shares (and
options and other rights to purchase Shares) outstanding (whether in the Offer
or the Merger).

          Section 6.8. Present Intention. Parent and Merger Subsidiary
have no present intention to close any of the current facilities of the Company
or its Subsidiaries.

                       ARTICLE 7 Covenants of the Company

          The Company agrees that:

          Section 7.1. Conduct of the Company. Except as expressly
permitted by this Agreement or required in furtherance of the Transactions or
disclosed in the Company SEC Documents, from the date hereof until the Effective
Time, the Company and its Subsidiaries shall conduct their business in the
ordinary course consistent with past practice and shall use their commercially
reasonable efforts to preserve intact their business organizations and
relationships with third parties and to keep available the services of their
present officers and employees. Without limiting the generality of the
foregoing, from the date hereof until the Effective Time:

                  (a) the Company will not adopt or propose any change to its
articles of incorporation or bylaws;

                  (b) the Company will not, and will not permit any of its
Subsidiaries to, merge or consolidate with any other Person or acquire a
material amount of stock or assets of any other Person;

                  (c) the Company will not, and will not permit any of its
Subsidiaries to, sell, lease, license or otherwise dispose of any material
subsidiary or material amount of assets, securities or property except (i)
pursuant to existing contracts or commitments and (ii) in the ordinary course
consistent of business with past practice;

                  (d) the Company will not, and will not knowingly permit any of
its Subsidiaries to, (i) take any action that (A) would make any representation
and warranty of the Company hereunder that is qualified by materiality or
Material Adverse Effect inaccurate in any respect at, or as of any time prior
to, the Effective Time or (B) would make any representation or warranty of the
Company hereunder that is not so qualified to be inaccurate in any material
respect at, or as of any time prior to, the Effective Time or (ii) omit to take
any action necessary

                                       23

<PAGE>   28

to prevent any such representation or warranty from being inaccurate
in any respect or material respect, as the case may be, at any such time;

                  (e) the Company will not, and will not permit any of its
Subsidiaries to, issue, sell, pledge, dispose of or encumber, or authorize the
issuance, sale, pledge, disposition or encumbrance of, any shares of capital
stock of any class, or any options, warrants, convertible securities or other
rights of any kind to acquire any shares of capital stock, or any other
ownership interest of the Company, any of its Subsidiaries or Affiliates (except
for the issuance of Shares pursuant to the exercise of Options, which Options
are outstanding on the date hereof);

                  (f) the Company will not, and will not permit any of its
Subsidiaries to, (i) declare, set aside, make or pay any dividend or other
distribution (whether in cash, stock or property of any combination thereof) in
respect of its capital stock, and except that any wholly owned Subsidiary of the
Company may declare and pay a dividend to its parent, (ii) split, combine or
reclassify any of its capital stock or issue or authorize the issuance of any
other securities in respect of, in lieu of or in substitution for shares of its
capital stock or (iii) repurchase, redeem or otherwise acquire any of its
securities or any securities of its Subsidiaries, or propose to do any of the
foregoing;

                  (g) other than in the ordinary course of business consistent
with past practice, the Company will not, and will not permit any of its
Subsidiaries to, sell, transfer, license, sublicense or otherwise dispose of any
material Intellectual Property Rights or amend or modify any existing agreements
with respect to any material Intellectual Property Rights or third party
Intellectual Property Rights;

                  (h) except as set forth on SCHEDULE 7.1(h), the Company will
not, and will not permit any of its Subsidiaries to, (i) incur any indebtedness
for borrowed money or issue any debt securities or assume, guarantee or endorse
or otherwise as an accommodation become responsible for, the obligations of any
other Person or make any loans, advances, or capital contributions to, or
investments in, any other Person (other than to any wholly owned Subsidiary of
the Company) other than in the ordinary course of business consistent with past
practice, (ii) enter into or amend any contract or agreement other than in the
ordinary course of business consistent with past practice, (iii) authorize or
make any capital expenditures or purchases of fixed assets that are not
currently budgeted and that in the aggregate exceeds $250,000, (iv) terminate
any Company Material Contract or amend in any material respect any Company
Material Contract or (v) enter into or amend any contract, agreement, commitment
or arrangement to effect any of the matters prohibited hereunder other than in
the ordinary course of business consistent with past practice;

                  (i) the Company will not, and will not permit any of its
Subsidiaries to, take any action, other than as required by GAAP (applicable in
the United States or United Kingdom), to change accounting policies or
procedures or cash maintenance policies or procedures (including, without
limitation, procedures with respect to revenue recognition, capitalization of
development costs, payments of accounts payable and collection of accounts
receivable);

                                       24
<PAGE>   29

                  (j) the Company will not, and will not permit any of its
Subsidiaries to, make any Tax election not required by law and inconsistent with
past practice or settle or compromise any Tax liability, except to the extent
the amount of any such settlement or compromise has been reserved for on the
consolidated financial statements contained in the Company SEC Documents, or
would not have a Material Adverse Effect;

                  (k) the Company will not, and will not permit any of its
Subsidiaries to, pay, discharge, settle, or satisfy any lawsuits, claims,
liabilities or obligations (absolute, accrued, asserted or unasserted,
contingent or otherwise), other than the payment, discharge or satisfaction in
the ordinary course of business consistent with past practice of liabilities
reflected or reserved against in the Company Balance Sheet or incurred in the
ordinary course of business consistent with past practice or other payments,
discharges or satisfactions which in the aggregate do not exceed $100,000, or
waive the benefits of, or agree to modify in any manner, any confidentiality,
standstill or similar agreement to which the Company or any of its Subsidiaries
is a party;

                  (l) except as contemplated by Section 8.4 and as described on
SCHEDULE 7.1(H), the Company will not, and will not permit any of its
Subsidiaries to

                     (i) adopt or amend any bonus, profit sharing, compensation,
severance, termination, stock option, pension, retirement, deferred
compensation, employment or employee benefit plan, agreement, trust, plan, fund
or other arrangement for the benefit and welfare of any director, officer or
employee,

                     (ii) increase in any manner the compensation or fringe
benefits of any director, officer or employee (except for increases in the
ordinary course of business consistent with past practice and that, in the
aggregate, do not result in a material increase in benefits or compensation
expense to the Company) or

                     (iii) pay any benefit not required by any currently
existing plan or arrangement (including, without limitation, the granting of
stock options or stock appreciation rights or the removal of existing
restrictions in any benefit plans or agreements); and

                 (m) the Company will not, and will not permit any of its
Subsidiaries to, agree or commit to do any of the foregoing.

         Section 7.2. Shareholder Meeting; Proxy Material. The Company shall
cause a meeting of its shareholders (the "COMPANY SHAREHOLDER MEETING") to
be duly called and held as soon as reasonably practicable after consummation of
the Offer for the purpose of voting on the approval and adoption of this
Agreement and the Merger, unless Maine Law does not require a vote of
shareholders of the Company for consummation of the Merger. Subject to their
fiduciary duties as advised by outside counsel to the Company, and subject to
Section 7.4(c), the Board of Directors of the Company shall recommend approval
and adoption of this Agreement and the Merger by the Company's shareholders. In
connection with such meeting, the Company will (i) promptly prepare and file
with the SEC, will use its best efforts to have cleared by the SEC and will
thereafter mail to its shareholders as promptly as practicable the Company
Merger Proxy

                                       25
<PAGE>   30

Statement and all other proxy materials for such meeting, (ii) use its
best efforts to obtain the necessary approvals by its shareholders of this
Agreement and the Transactions and (iii) otherwise comply with all legal
requirements applicable to such meeting.

         Section 7.3. Access to Information. From the date hereof until the
Effective Time and subject to applicable law and the Confidentiality
Agreement dated as of May 17, 2000 between the Company and Parent (the
"CONFIDENTIALITY AGREEMENT"), the Company shall (i) give Parent, its counsel,
financial advisors, auditors and other authorized representatives full access to
the offices, properties, books and records of the Company and its Subsidiaries,
(ii) furnish to Parent, its counsel, financial advisors, auditors and other
authorized representatives such financial and operating data and other
information as such Persons may reasonably request and (iii) instruct the
employees, counsel, financial advisors, auditors and other authorized
representatives of the Company and its Subsidiaries to cooperate with Parent in
its investigation of the Company and its Subsidiaries; provided that in each
case appropriate procedures are implemented to protect the attorney-client
privilege to the extent applicable with respect to any such materials. Any
investigation pursuant to this Section shall be conducted in such manner as not
to interfere unreasonably with the conduct of the business of the Company and
its Subsidiaries. No information or knowledge obtained by Parent or any of its
Affiliates in any investigation pursuant to this Section shall affect or be
deemed to modify any representation or warranty made by the Company hereunder.

         Section 7.4.  No Solicitation; Other Offers.

                  (a) From the date hereof until the termination hereof, the
Company will not, and will cause its Subsidiaries and the officers, directors,
employees, investment bankers, attorneys, accountants, consultants or other
agents or advisors of the Company and its Subsidiaries not to, directly or
indirectly, (i) take any action to solicit, initiate, facilitate or encourage
the submission of any Acquisition Proposal, (ii) except as permitted in Section
7.4(b), engage in discussions or negotiations with, or disclose any nonpublic
information relating to the Company or any of its Subsidiaries or afford access
to the properties, books or records of the Company or any of its Subsidiaries
to, any Person who the Company has reason to believe may be considering making,
or has made, an Acquisition Proposal or any inquiries or the making of any
proposal that constitutes, or may reasonably be expected to lead to, any
Acquisition Proposal, or (iii) grant any waiver or release under any standstill
or similar agreement with respect to any class of equity securities of the
Company. The Company will notify Parent or Parent's outside legal counsel
promptly (but in no event later than 36 hours) after receipt by, or
communication to, the Company of any Acquisition Proposal, any indication that
any Person is considering making an Acquisition Proposal or any request for
nonpublic information relating to the Company or any of its Subsidiaries or for
access to the properties, books or records of the Company or any of its
Subsidiaries by any Person who the Company has reason to believe may be
considering making, or has made, an Acquisition Proposal. The Company shall
provide such notice orally and in writing and shall identify the Person making,
and the terms and conditions of, any such Acquisition Proposal, indication or
request. The Company shall keep Parent fully informed, on a current basis, of
any material changes to the terms thereof. The Company shall, and shall cause
its Subsidiaries and the directors, employees and other agents of the Company

                                       26
<PAGE>   31


and its Subsidiaries to, cease immediately and cause to be terminated all
activities, discussions and negotiations, if any, with any Persons conducted
prior to the date hereof with respect to any Acquisition Proposal.

                  (b) Notwithstanding the foregoing, the Company may negotiate
or otherwise engage in substantive discussions with, and furnish nonpublic
information to, any Person who delivers a Superior Proposal if (i) the Company
has complied with the terms of this Section 7.4, including, without limitation,
the requirement in Section 7.4(a) that it notify Parent promptly after its
receipt of any Acquisition Proposal, (ii) the Board of Directors of the Company
determines in good faith by a majority vote, on the basis of advice from its
outside legal counsel, that consistent with its fiduciary duties under
applicable law, it must take such action, (iii) such Person executes a
confidentiality agreement with terms no less favorable to the Company than those
contained in the Confidentiality Agreement, (iv) the Company shall have
delivered to Parent four business days' prior written notice advising Parent
that it intends to take such action and (v) the Offer shall not have closed.

                  (c) The Board of Directors of the Company shall be permitted
to withdraw, or modify in a manner adverse to Parent, its approval and
recommendation to its shareholders referred to in Sections 2.2 and 7.2 hereof,
but only if (i) the Company has complied with the terms of this Section 7.4,
including, without limitation, the requirement in Section 7.4(a) that it notify
Parent promptly after its receipt of any Acquisition Proposal, (ii) a Superior
Proposal is pending at the time the Company's Board of Directors determines to
take any such action, (iii) the Company's Board of Directors determines in good
faith by a majority vote, on the basis of the advice of its outside legal
counsel, that consistent with its fiduciary duties under applicable law, it must
take such action and (iv) the Company shall have delivered to Parent four
business days' prior written notice advising Parent that it intends to take such
action. For purposes of this Agreement, "SUPERIOR PROPOSAL" means any bona fide,
unsolicited written Acquisition Proposal for 50% or more of the outstanding
Shares on terms that the Board of Directors of the Company determines in good
faith by a majority vote is more favorable and provides greater value to the
Company's shareholders than as provided hereunder, and such decision is made on
the basis of the advice of a financial advisor of nationally recognized
reputation and takes into account all the terms and conditions of the
Acquisition Proposal, including any break-up fees, expense reimbursement
provisions and conditions to closing. Nothing in this Section 7.4(c) shall (i)
permit the Company to terminate this Agreement (except as provided in Article 11
hereof) or (ii) affect any other obligations of the Company under this
Agreement.

         Section 7.5.  Notices of Certain Events. The Company shall promptly
notify Parent of:

                  (a) any notice or other communication from any Person alleging
that the consent of such Person is or may be required in connection with the
Transactions;

                  (b) any notice or other communication from any governmental or
regulatory agency or authority in connection with the Transactions; and

                                       27
<PAGE>   32

                  (c) any actions, suits, claims, investigations or proceedings
commenced or, to its knowledge, threatened against, relating to or involving or
otherwise affecting the Company or any of its Subsidiaries that, if pending on
the date of this Agreement, would have been required to have been disclosed
pursuant to Section 5.12, 5.13 or 5.17, as the case may be, or that relate to
the consummation of the Transactions.

         SECTION 7.6. [INTENTIONALLY OMITTED.]

         Section 7.7. Interim Financial Statements. Until the Effective
Date or, if earlier, the date of termination of this Agreement pursuant to
Section 11.1, as soon as practicable but in no event later than 30 days after
the end of each month beginning with May 2000, the Company shall deliver to
Parent unaudited financial information for such month and the corresponding
month of the preceding year as customarily prepared by the Company's management
for its own internal purposes.

         Section 7.8. Non-Compete Agreements. The Company shall use its best
efforts to cause each of Messrs. Dubay, Fuller, Chesney, Lee and Wallace to
enter into a non-compete agreement substantially in the form attached hereto as
EXHIBIT B (each a "NON-COMPETE AGREEMENT").

                         ARTICLE 8 Covenants of Parent

         Parent agrees that:

         Section 8.1. Obligations of Merger Subsidiary. Parent will take
all action necessary to cause Merger Subsidiary to perform its obligations
under this Agreement and to consummate the Merger on the terms and conditions
set forth in this Agreement.

         Section 8.2. Voting of Shares. Parent agrees to vote all Shares
beneficially owned by it in favor of adoption of this Agreement at the Company
Shareholder Meeting.

         Section 8.3. Director and Officer Liability. Parent shall, and shall
cause the Surviving Corporation to, do the following:

                  (a) For three years after the Effective Time, the Surviving
Corporation shall indemnify and hold harmless the present and former officers
and directors of the Company (each an "INDEMNIFIED PERSON") in respect of acts
or omissions occurring at or prior to the Effective Time to the fullest extent
permitted by Maine Law or any other applicable laws or provided under the
Company's articles of incorporation and bylaws in effect on the date hereof,
provided that such indemnification shall be subject to any limitation imposed
from time to time under applicable law.

                  (b) For three years after the Effective Time, the Surviving
Corporation shall provide officers' and directors' liability insurance in
respect of acts or omissions occurring prior to the Effective Time covering each
such Indemnified Person currently covered by the

                                       28


<PAGE>   33

Company's officers' and directors' liability insurance policy on terms with
respect to coverage and amount no less favorable than those of such policy in
effect on the date hereof.

                  (c) If Parent, the Surviving Corporation or any of its
successors or assigns (i) consolidates with or merges into any other Person and
shall not be the continuing or surviving corporation or entity of such
consolidation or merger, or (ii) transfers or conveys all or substantially all
of its properties and assets to any Person, then, and in each such case, to the
extent necessary, proper provision shall be made so that the successors and
assigns of Parent or the Surviving Corporation, as the case may be, shall assume
the obligations set forth in this Section 8.3.

                  (d) The rights of each Indemnified Person under this Section
8.3 shall be in addition to any rights such Person may have under the articles
of incorporation or bylaws of the Company or any of its Subsidiaries, or under
Maine Law or any other applicable laws or under any agreement between an
Indemnified Person and the Company the form of which agreement and the name of
each Indemnified Person has been furnished to Parent prior to the date hereof.
These rights shall survive consummation of the Merger and are intended to
benefit, and shall be enforceable by, each Indemnified Person as an intended
third party beneficiary.

         Section 8.4. Employees; Benefits. Parent and Merger Subsidiary shall
honor (i) all employment, severance or similar contractual or benefit plan
arrangements of the Company in accordance with their terms in existence on the
date hereof (including the Employment Agreement of Malcolm Lee effective as of
April 14, 2000, as reasonably adjusted to conform with United Kingdom law, and
the Employment Agreement of Martin Grimnes effective as of April 14, 2000, as
amended by the First Amendment to Employment Agreement dated June 12, 2000) and
(ii) all legally imposed obligations relating to employment matters. After the
Effective Time, Parent and Merger Subsidiary shall comply with applicable law,
including without limitation the Worker Adjustment and Retraining Notification
Act, 29 U.S.C. ss. 2101 ET SEQ. It is the current intention of Parent and Merger
Subsidiary to cause the Surviving Corporation to provide benefits to employees
of the Company and its Subsidiaries that are generally comparable in the
aggregate to such employees as those in effect on the date hereof; provided,
however, that the foregoing shall not limit or restrict the right of the
Surviving Corporation or its Subsidiaries to terminate the employment of such
employees or subsequently to modify the benefits or other terms of employment of
such employees, to the extent permitted by applicable law. Notwithstanding the
foregoing, (i) nothing herein shall prohibit Parent from replacing any existing
plan, program or arrangement with a plan, program or arrangement which Parent
reasonably believes will provide such employees with benefits generally
comparable to the benefits that would have been provided under such existing
plan, program or arrangement and (ii) nothing herein shall obligate Parent to
provide such employees with any stock based compensation (including, without
limitation, stock options or stock appreciation rights or the value thereof)
after the Effective Time.

                  (a) All service credited to each employee by the Company
through the Effective Time shall be recognized by Parent for purposes of
eligibility and vesting under any

                                       29
<PAGE>   34

employee benefit plan provided by the Surviving Corporation or Parent for the
benefit of employees in which such employees of the Company participate.

                  (b) From and after the date hereof through the Effective Time,
the Company and Parent shall cooperate in good faith in (i) communicating with
Company employees with regard to the Merger and any personnel or employee
benefits matters related thereto and (ii) facilitating any necessary transitions
in connection with the Merger with respect to Company benefit plans, payroll
administration or similar matters.

                 ARTICLE 9 Covenants of Parent and the Company.

                  The parties hereto agree that:

          Section 9.1. Reasonable Best Efforts. Subject to the terms and
conditions of this Agreement, the Company and Parent will use their reasonable
best efforts to take, or cause to be taken, all actions and to do, or cause to
be done, all things necessary, proper or advisable under applicable laws and
regulations to consummate the Transactions.

          Section 9.2. Certain Filings. The Company and Parent shall
cooperate with one another (i) in connection with the preparation of the Company
Disclosure Documents and the Offer Documents, (ii) in determining whether any
action by or in respect of, or filing with, any governmental body, agency,
official, or authority is required, or any actions, consents, approvals or
waivers are required to be obtained from parties to any material contracts, in
connection with the consummation of the Transactions, (iii) in taking such
actions or making any such filings, furnishing information required in
connection therewith or with the Company Disclosure Documents or the Offer
Documents and seeking timely to obtain any such actions, consents, approvals or
waivers, and (iv) in connection with effecting the prompt dismissal of all
litigation between the Company and Parent and its Affiliates.

          Section 9.3. Press Releases. Parent and the Company will only
issue joint press releases with respect to this Agreement or the Transactions,
except as may be required by applicable law or any listing agreement with any
national securities exchange.

          Section 9.4. Further Assurances. At and after the Effective
Time, the officers and directors of the Surviving Corporation will be authorized
to execute and deliver, in the name and on behalf of the Company or Merger
Subsidiary, any deeds, bills of sale, assignments or assurances and to take and
do, in the name and on behalf of the Company or Merger Subsidiary, any other
actions and things to vest, perfect or confirm of record or otherwise in the
Surviving Corporation any and all right, title and interest in, to and under any
of the rights, properties or assets of the Company acquired or to be acquired by
the Surviving Corporation as a result of, or in connection with, the Merger.

          Section 9.5. Merger Without Meeting of Shareholders. If
Parent, Merger Subsidiary or any other Subsidiary of Parent shall acquire at
least 90% of the outstanding Shares pursuant to the Offer or otherwise, Parent
may, subject to satisfaction or (to the extent permitted hereunder) waiver of
all conditions to the Merger, take all necessary and appropriate action to

                                       30
<PAGE>   35

cause the Merger to be effective as soon as practicable after the acceptance
for payment and purchase of Shares pursuant to the Offer without a meeting of
shareholders of the Company in accordance with Maine Law.

         Section 9.6. Adjournment of Special Meeting of Shareholders. The
Company and Parent agree that Company shall take all action necessary to
postpone or adjourn the special meeting of shareholders of the Company scheduled
for June 16, 2000 to the latest date on which the record date for the special
meeting of shareholders is still valid for such meeting.

                      ARTICLE 10 Conditions to the Merger

         Section 10.1. Conditions to Obligations of Each Party. The
obligations of the Company, Parent and Merger Subsidiary to consummate the
Merger are subject to the satisfaction of the following conditions:

                  (a) if required by Maine Law, this Agreement shall have been
approved and adopted by the shareholders of the Company in accordance with such
Law;

                  (b) no provision of any applicable law or regulation and no
judgment, injunction, order or decree shall prohibit the consummation of the
Merger; and

                  (c) Merger Subsidiary shall have purchased Shares pursuant to
the Offer.

         Section 10.2. Conditions to the Obligations of Parent and Merger
Subsidiary. The obligations of Parent and Merger Subsidiary to consummate
the Merger are subject to the satisfaction of the following further conditions:

                  (a) (i) the Company shall have performed in all material
respects all of its obligations hereunder required to be performed by it at or
prior to the Effective Time, and (ii) the representations and warranties of the
Company contained in this Agreement and in any certificate or other writing
delivered by the Company pursuant hereto, disregarding all qualifications and
exceptions contained therein relating to materiality or Material Adverse Effect,
shall be true and correct in all material respects with only such exceptions as
would not, individually or in the aggregate, be reasonably likely to have a
Material Adverse Effect on the Company at and as of the date hereof as if made
at and as of such time and at and as of the Effective Time as if made at and as
of such time; and

                  (b) There shall not be instituted or pending any action,
investigation or proceeding by any government or governmental authority or
agency, domestic or foreign, or by any other Person, before any court or
governmental authority or agency, domestic or foreign, (i) challenging the
acquisition by Parent, Merger Subsidiary or any of their respective Affiliates
of any Shares, seeking to restrain or prohibit the making or consummation of the
Merger or the performance of any of the other Transactions contemplated by this
Agreement or seeking to require the Company, Parent, Merger Subsidiary or any of
their respective Affiliates to pay any damages related to the Merger or the
other Transactions that are material in relation to the

                                       31
<PAGE>   36

Company taken as a whole, (ii) seeking to impose limitations on the
ability of Merger Subsidiary, or to render Merger Subsidiary unable to
accept for payment, pay for or purchase some or all of the Shares, (iii) seeking
to restrain or prohibit Parent's ownership or operation (or that of its
Affiliates) of all or any portion of the business or assets of the Company and
its Subsidiaries or of Parent and its Affiliates or to compel Parent or any of
its Affiliates to dispose of or hold separate all or any portion of the business
or assets of the Company and its Subsidiaries or of Parent and its Affiliates,
(iv) seeking to impose limitations on the ability of Parent, Merger Subsidiary
or any of Parent's other Affiliates effectively to exercise full rights of
ownership of the Shares, including, without limitation, the right to vote any
Shares acquired or owned by Parent, Merger Subsidiary or any of Parent's other
Affiliates on all matters properly presented to the Company's shareholders, (v)
seeking to require divestiture by Parent, Merger Subsidiary or any of Parent's
other Affiliates of any Shares, (vi) alleging breach of fiduciary duty by the
directors of the Company or (vii) that otherwise is reasonably likely to have a
Material Adverse Effect on the Company or Parent.

                             ARTICLE 11 Termination

         Section 11.1. Termination. This Agreement may be terminated and
the Merger may be abandoned at any time prior to the Effective Time
(notwithstanding any approval of this Agreement by the shareholders of the
Company):

                  (a) by mutual written agreement of the Company and Parent;

                  (b) by either the Company or Parent, if:

                      (i) Merger Subsidiary shall not have accepted for payment
at least that number of Shares that will satisfy the Minimum Condition pursuant
to the Offer before August 31, 2000, provided that the right to terminate this
Agreement pursuant to this Section 11.1(b)(i) shall not be available to any
party whose breach of any provision of this Agreement results in the failure of
the acceptance for payment by Merger Subsidiary of any Shares pursuant to the
Offer by such time;

                      (ii) there shall be any law or regulation that makes
acceptance for payment of, and payment for, the Shares pursuant to the Offer or
consummation of the Merger illegal or otherwise prohibited or any judgment,
injunction, order or decree of any court or governmental body having competent
jurisdiction enjoining Merger Subsidiary from accepting for payment of, and
paying for, the Shares pursuant to the Offer or the Company or Parent from
consummating the Merger and such judgment, injunction, order or decree shall
have become final and nonappealable;

                      (iii) the Company's shareholders shall have rejected the
Merger and this Agreement at the Company Shareholder Meeting, if required, or at
any adjournment or postponement thereof; or

                      (iv) the Merger shall not have been consummated by
October 31, 2000; provided that the right to terminate this Agreement pursuant
to this Section 11.1(b)(iv)

                                       32
<PAGE>   37


shall not be available to any party whose breach of any provision of this
Agreement results in the failure of the Merger to be consummated by such time.

                  (c) by Parent, if, prior to the acceptance for payment of the
Shares under the Offer,

                      (i) any Person or "group" (as defined in Section 13(d)(3)
of the 1934 Act), other than Parent or any of its Affiliates, shall have
acquired beneficial ownership of more than 15% of the Shares, through the
acquisition of stock, the formation of a group or otherwise, or shall have been
granted any option, right or warrant, conditional or otherwise, to acquire
beneficial ownership of such Shares;

                      (ii) (A) the Board of Directors of the Company shall have
withdrawn, or modified in a manner adverse to Parent, its approval or
recommendation of this Agreement, the Offer or the Merger, or shall have
recommended or publicly announced its intention to enter into, a definitive
agreement or an agreement in principle with respect to an Acquisition Proposal
or shall have failed to reaffirm such approval or recommendation upon Parent's
request (or shall have resolved to do any of the foregoing) or (B) the Company
shall have breached any of its obligations under Section 7.4; or

                       (iii) the Offer terminates due to the failure of the
Minimum Condition.

                  (d) by the Company, if (i) prior to the acceptance for payment
of any Shares pursuant to the Offer, (ii) the Company is in compliance with
Section 7.4(c), (iii) the Board of Directors of the Company shall have withdrawn
or modified in a manner adverse to Parent its approval or recommendation of this
Agreement, the Offer or the Merger, (iv) the Board of Directors of the Company
authorizes the Company, subject to complying with the terms of this Agreement,
to enter into a binding written agreement concerning a transaction that
constitutes a Superior Proposal and the Company notifies Parent in writing that
it intends to enter into such an agreement, attaching the most current version
of such agreement to such notice, (v) Parent does not make, within four business
days of receipt of the Company's written notification of its intention to enter
into a binding agreement for a Superior Proposal, an offer that the Board of
Directors of the Company determines, in good faith after consultation with its
financial advisors, is at least as favorable, from a financial point of view, to
the shareholders of the Company as the Superior Proposal, and (vi) the Company
simultaneously with such termination pays to Parent in immediately available
funds the fees required to be paid pursuant to Section 12.4. The Company agrees
(x) that it will not enter into a binding agreement referred to in clause (iv)
above until at least the fifth business day after it has provided the notice to
Parent required hereby and (y) to notify Parent promptly if its intention to
enter into the written agreement referred to in its notification shall change at
any time after giving such notification.

                  (e) The party desiring to terminate this Agreement pursuant to
this Section 11.1 (other than pursuant to Section 11.1(a)) shall give notice of
such termination to the other party.

                                       33
<PAGE>   38

          Section 11.2. Effect of Termination. Subject to Section 12.4, if
this Agreement is terminated pursuant to Section 11.1, this Agreement shall
become void and of no effect with no liability on the part of any party (or any
shareholder, director, officer, employee, agent, consultant or representative of
such party) to the other party hereto, provided that, if such termination shall
result from the willful and knowing (i) failure of either party to fulfill a
condition to the performance of the material obligations of the other party,
(ii) failure of either party to perform a material covenant hereof or (iii)
material breach by either party hereto of any representation or warranty or
agreement contained herein, such party shall be fully liable for any and all
liabilities and damages incurred or suffered by the other party as a result of
such failure or breach. The provisions of Sections 11.2, 12.4, 12.6 and 12.7
shall survive any termination hereof pursuant to Section 11.1. The
Confidentiality Agreement also shall survive the termination of this Agreement.

                            ARTICLE 12 Miscellaneous

        Section 12.1. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile transmission)
and shall be given,

                           if to Parent or Merger Subsidiary, to:

                           Compagnie de Saint-Gobain
                           Les Miroirs
                           18, Avenue d'Alsace
                           92096 Paris La Defense, Cedex 27
                           France
                           Fax: 011-33-1-4762-3710
                           Attention: Jean-Philippe Buisson

                           and copies to:

                           Saint-Gobain Corporation
                           750 East Swedesford Road
                           Valley Forge, Pennsylvania 19482
                           Fax: (610) 341-7087
                           Attention: John R. Mesher, Esq.

                           Pepper Hamilton LLP
                           3000 Two Logan Square
                           Eighteenth and Arch Streets
                           Philadelphia, Pennsylvania 19103
                           Fax: (215) 981-4750
                           Attention: Peter O. Clauss, Esq.

                           if to the Company, to:

                                       34
<PAGE>   39

                           Brunswick Technologies, Inc.
                           43 Bibber Parkway
                           Brunswick, Maine 04011
                           Fax:  (207) 729-7877
                           Attention:  Martin Grimnes

                           with a copy to:

                           Gadsby Hannah LLP
                           225 Franklin Street
                           Boston, Massachusetts 02110
                           Fax:  (617) 345-7050
                           Attention: Robert A. Trevisani, Esq.

or such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5 p.m. in the place of
receipt and such day is a business day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received
until the next succeeding business day in the place of receipt.

          Section 12.2. Survival of Representations and Warranties. The
representations and warranties and agreements contained herein and in any
certificate or other writing delivered pursuant hereto shall not survive the
Effective Time or the termination of this Agreement, except for the agreements
set forth in Sections 8.3, 8.4, 11.2, 12.4, 12.5, 12.6 and 12.7.

          Section 12.3. Amendments; No Waivers.

                  (a) Any provision of this Agreement may be amended or waived
prior to the Effective Time if, but only if, such amendment or waiver is in
writing and is signed, in the case of an amendment, by each party to this
Agreement or, in the case of a waiver, by each party against whom the waiver is
to be effective, provided that, after the adoption of this Agreement by the
shareholders of the Company and without their further approval, no such
amendment or waiver shall reduce the amount or change the kind of consideration
to be received in exchange for the Shares.

                  (b) No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

          Section 12.4. Expenses.

                                       35
<PAGE>   40

                  (a) Except as otherwise provided in this Section 12.4, all
costs and expenses incurred in connection with this Agreement shall be paid by
the party incurring such cost or expense.

                  (b) The Company agrees to pay Parent a fee in immediately
available funds equal to $1,800,000, plus the reasonable expenses of Parent (not
to exceed $1,000,000) incurred in connection with the Initial Offer, this
Agreement and the consummation of the Transactions contemplated hereby if this
Agreement shall be terminated (i) pursuant to Section 11.1(c)(i) (except that
for the purposes of this Section 12.4, such Person or "group" must purchase 50%
or more of the outstanding Shares), Section 11.1(c)(ii) or Section 11.1(d); or
(ii) pursuant to Section 11.1(b)(i) and, in the case of this clause (ii), prior
to the time of such termination an Acquisition Proposal shall have been publicly
announced and not withdrawn and, within nine months of the date of termination,
the Company enters into an agreement or letter of intent concerning a
transaction in respect of such Acquisition Proposal and such transaction is
subsequently consummated.

                  (c) The fee and expenses reimbursement payment payable (i)
pursuant to subsection (b)(i) above shall be paid by the Company simultaneously
with the termination of this Agreement and (ii) pursuant to subsection (b)(ii)
above shall be paid by the Company on the date on which the transaction referred
to in such subsection shall be consummated.

                  (d) The Company agrees to pay in immediately available funds
an amount equal to Parent's reasonable expenses (not to exceed $1,250,000)
incurred in connection with the Initial Offer, this Agreement and the
Transactions contemplated hereby, if (x) this Agreement shall have been
terminated pursuant to Section 11.1(b)(i), and (y) the condition in paragraph
(iv)(h) of ANNEX I shall not have been satisfied in respect of performance or
non-performance of any covenants or agreements due to an intentional act or
omission of the Company. Such payment shall be made promptly, and in no event
later than two business days, after such termination.

                  (e) If the Company fails promptly to pay any amount due Parent
pursuant to this Section 12.4, the Company shall also pay any costs and expenses
incurred by Parent in connection with a legal action to enforce this Agreement
that results in any judgment or settlement against the Company for such amount.

                  (f) Parent agrees to pay the Company in immediately available
funds an amount equal to the Company's reasonable expenses (not to exceed
$1,250,000) incurred in connection with the Initial Offer, this Agreement and
the Transactions contemplated hereby if Parent is otherwise required pursuant to
the terms of the Offer to accept for payment and pay for the tendered Shares and
fails to do so within the time period provided in the Offer. Such payment shall
be made promptly, and in no event later than two business days, after such
failure to purchase shares.

         Section 12.5. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, provided that no party may assign,
delegate or otherwise transfer any of its rights or

                                       36
<PAGE>   41

obligations under this Agreement without the consent of each other party
hereto, except that Parent or Merger Subsidiary may transfer or assign,
in whole or from time to time in part, to one or more of its Affiliates, the
right to purchase all or a portion of the Shares pursuant to the Offer, but
no such transfer or assignment will relieve Parent or Merger Subsidiary of its
obligations under the Offer or prejudice the rights of tendering shareholders to
receive payment for Shares validly tendered and accepted for payment pursuant to
the Offer.

         Section 12.6. Governing Law. This Agreement shall be governed
by and construed in accordance with the law of the State of Maine, without
regard to the conflicts of law rules of such state.

         Section 12.7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

         Section 12.8. Counterparts; Effectiveness; Benefit. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement shall become effective when each party
hereto shall have received counterparts hereof signed by all of the other
parties hereto. Except as provided in Section 8.3, no provision of this
Agreement is intended to confer any rights, benefits, remedies, obligations, or
liabilities hereunder upon any Person other than the parties hereto and their
respective successors and assigns.

         Section 12.9. Entire Agreement. This Agreement and the
Confidentiality Agreement constitute the entire agreement between the parties
with respect to the subject matter of this Agreement and supersede all prior
agreements and understandings, both oral and written, between the parties with
respect to the subject matter of this Agreement.

         Section 12.10. Captions. The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.

         Section 12.11. Severability. If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
so long as the economic or legal substance of the Transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such
a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the Transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.

         Section 12.12. Specific Performance. The parties hereto agree
that irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties shall be
entitled to an injunction or injunctions to prevent

                                       37
<PAGE>   42

breaches of this Agreement or to enforce specifically the performance of the
terms and provisions hereof, in addition to any other remedy to which they are
entitled at law or in equity.

                            [SIGNATURE PAGE FOLLOWS]

                                       38

<PAGE>   43

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                            BRUNSWICK TECHNOLOGIES, INC.


                                            By:_________________________________

                                                  Name:_________________________

                                                  Title:________________________


                                            CERTAINTEED CORPORATION


                                            By:_________________________________

                                                  Name:_________________________

                                                  Title: _______________________



                                            VA ACQUISITION CORPORATION


                                            By:_________________________________

                                                  Name:_________________________

                                                  Title: _______________________





<PAGE>   44

                                     ANNEX I

Notwithstanding any other provision of the Offer, Parent and Merger Subsidiary
shall not be required to accept for payment or pay for any Shares, and may
terminate the Offer, if

         (i) the Minimum Condition (as defined in the Merger Agreement) has not
been satisfied or waived (pursuant to the Merger Agreement, including Section
2.1(c)) by the scheduled expiration date,

         (ii) the Rights shall not have been redeemed by the Board of Directors
of the Company or Parent or Merger Subsidiary are not satisfied, in their sole
discretion, that the Rights and the Rights Agreement are inapplicable to the
Offer and the Merger,

         (iii) Parent and Merger Subsidiary are not satisfied, in their sole
discretion, that the provisions of Section 611-A of the Maine Business
Corporation Act are inapplicable to the acquisition of Shares pursuant to the
Offer and the Merger,

         (iv) at any time on or after the date of the Merger Agreement and prior
to the expiration date of the Offer, any of the following conditions exist:

                   (a) there shall be instituted or pending any action,
investigation or proceeding by any government or governmental authority or
agency, domestic or foreign, or by any other Person, before any court or
governmental authority or agency, domestic or foreign,

                           (1) challenging the acquisition by Parent or Merger
Subsidiary of any Shares under the Offer, seeking to restrain or prohibit the
making or consummation of the Offer or the Merger or the performance of any of
the other transactions contemplated by the Merger Agreement or seeking to
require the Company, Parent or Merger Subsidiary to pay any damages related to
the Offer, the Merger or the other Transactions contemplated by the Merger
Agreement that are material in relation to the Company taken as a whole,

                           (2) seeking to impose limitations on the ability of
Merger Subsidiary, or to render Merger Subsidiary unable to accept for payment,
pay for or purchase some or all of the Shares pursuant to the Offer and the
Merger,

                           (3) seeking to restrain or prohibit Parent's
ownership or operation (or that of its Affiliates) of all or any portion of the
business or assets of the Company and its Subsidiaries or of Parent and its
Affiliates or to compel Parent or any of its Affiliates to dispose of or hold
separate all or any portion of the business or assets of the Company and its
Subsidiaries or of Parent and its Affiliates,

                           (4) seeking to impose limitations on the ability of
Parent, Merger Subsidiary or any of Parent's other Affiliates effectively to
exercise full rights of ownership of the Shares, including, without limitation,
the right to vote any Shares acquired or owned by

                                       1
<PAGE>   45

Parent, Merger Subsidiary or any of Parent's other Affiliates on all matters
properly presented to the Company's shareholders,

                           (5) seeking to require divestiture by Parent, Merger
Subsidiary or any of Parent's other Affiliates of any Shares,

                           (6) alleging breach of fiduciary duty by the
directors of the Company; or

                           (7) that otherwise is reasonably likely to have a
Material Adverse Effect on the Company; or

                  (b) there shall have been any action taken, or any
statute, rule, regulation, injunction, order or decree proposed, enacted,
enforced, promulgated, issued or deemed applicable to the Offer or the Merger,
by any court, government or governmental authority or agency, domestic or
foreign, that is reasonably likely, directly or indirectly, to result in any of
the consequences referred to in paragraph (a) above; or

                  (c) any Person shall have entered into a definitive
agreement or an agreement in principle with the Company regarding an Acquisition
Proposal; or

                  (d) the Board of Directors of the Company (1) shall have
withdrawn, or modified in a manner adverse to Parent, its approval or
recommendation of the Merger Agreement, the Offer or the Merger, (2) shall have
failed to reaffirm such approval or recommendation upon Parent's request or (3)
shall have recommended or publicly announced its intention to enter into, a
definitive agreement or an agreement in principle with respect to an Acquisition
Proposal; or

                  (e) it shall have been publicly disclosed or Parent shall
have otherwise learned that any Person or "group" (as defined in Section
13(d)(3) of the 1934 Act), other than Parent or any of its Affiliates, shall
have acquired beneficial ownership of more than 15% of any class or series of
capital stock of the Company (including the Shares), through the acquisition of
stock, the formation of a group or otherwise, or shall have been granted any
option, right or warrant, conditional or otherwise, to acquire beneficial
ownership of more than 15% of any class or series of capital stock of the
Company (including the Shares); or

                  (f) a tender or exchange offer for any Shares shall be
made or publicly proposed to be made by any other person (including the Company
or any of its Subsidiaries or Affiliates) or it shall be publicly disclosed, or
Parent or Merger Subsidiary or any of their Affiliates shall otherwise learn
that (a) any Person, entity (including the Company or any of its Subsidiaries)
or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) has
acquired or proposes to acquire, through the acquisition of Shares, the
formation of a group or otherwise, beneficial ownership of any other class or
series of capital stock of the Company, or shall have been granted any right,
option or warrant, conditional or otherwise, to acquire beneficial ownership of
such class or series of capital stock of the Company, (b) any person or

                                       2
<PAGE>   46

group shall enter into a definitive agreement or an agreement in principle or
make a proposal with respect to an Acquisition Proposal or (c) any person shall
file a Notification and Report Form under the HSR Act or make a public
announcement of an Acquisition Proposal; or

                  (g) any change (or any condition, event or development
involving a prospective change) shall have occurred or been threatened in the
business, properties, assets, liabilities, capitalization, shareholders' equity,
condition (financial or otherwise), operations, licenses, franchises, permits,
permit applications, results of operations or prospects of the Company or any of
its Subsidiaries or Affiliates which, in the sole judgement of Parent or Merger
Subsidiary, is or may be materially adverse to the Company or any of its
Subsidiaries or Affiliates, or Parent or Merger Subsidiary shall have become
aware of any fact which, in the sole judgment of any of them, has or may have
material adverse significance with respect to either the value of the Company or
any of its Subsidiaries or the value of the Shares to Parent or Merger
Subsidiary or any other Affiliate thereof; or

                  (h) the Company shall have breached or failed to perform
in any material respect any obligation or to comply in any material respect with
any agreement or covenant of the Company to be performed or complied with by it
under the Merger Agreement; or

                  (i) there shall have occurred or threatened (1) any
general suspension of trading in, or limitation on the prices for, securities on
any national securities exchange or in the over-the-counter market in the United
States, (2) any extraordinary or material adverse change in the financial market
or major stock exchange indices in the United States or abroad or in the market
price of the Shares, (3) any change in the general political, market, economic
or financial conditions in the United States or abroad that could, in the sole
judgment of Parent or Merger Subsidiary, have a material adverse effect upon the
business, properties, assets, liabilities, capitalization, shareholders' equity,
condition (financial or otherwise), operations, licenses or franchises, results
or operations or prospects of the Company or material change in the United
States currency exchange rate or a suspension of, or limitation on, the markets
therefor, (4) a declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States, (5) any limitation (whether
mandatory or not mandatory) by any government, domestic, foreign or
supranational, or governmental entity on, or other event that, in the sole
judgment of Parent or Merger Subsidiary, might affect, the extension of credit
by banks or other lending institutions or (6) in the case of any of the
foregoing existing at the time of commencement of the Offer, a material
acceleration or worsening thereof; or

                  (j) there shall have occurred a commencement of a war or
armed hostilities or other national or international calamity directly or
indirectly involving the United States that is reasonably expected to have a
Material Adverse Effect on the Company; or

                  (k) each director of the Company shall not have entered into
and complied with his respective Shareholder Agreement; or

                  (l) all outstanding litigation between the Company and Parent
and its Affiliates shall not have been dismissed; or

                                       3
<PAGE>   47

                  (m) the Merger Agreement shall have been terminated in
accordance with its terms;

which, in the judgment of Parent in any such case, and regardless of the
circumstances (including any action or omission by Parent) giving rise to any
such condition, makes it inadvisable to proceed with such acceptance for payment
or payment.

                  The foregoing conditions are for the sole benefit of Parent
and Merger Subsidiary and may, subject to the terms of the Merger Agreement, be
waived by Parent and Merger Subsidiary in whole or in part at any time and from
time to time in their discretion. The failure by Parent or Merger Subsidiary at
any time to exercise any of the foregoing rights shall not be deemed a waiver of
any such right, the waiver of any such right with respect to particular facts
and circumstances shall not be deemed a waiver with respect to any other facts
and circumstances, and each such right shall be deemed an ongoing right that may
be asserted at any time and from time to time prior to the Effective Time.



                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.21
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>   1
                                                                      Exhibit 21


                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

     This Agreement of Amendment entered into as of the 12th day of June, 2000,
by and between Brunswick Technologies, Inc. (hereinafter referred to as the
"Corporation") and Martin S. Grimnes (hereinafter referred to as the
"Executive"), amends that certain Employment Agreement between the Corporation
and the Executive dated April 14, 2000 (the "Employment Agreement").

     WHEREAS, this Agreement of Amendment has been entered into at the request
of CertainTeed Corporation and VA Acquisition Corporation incident to that
certain Merger Agreement between and among the Corporation, CertainTeed
Corporation and VA Acquisition Corporation dated this 12th day of June, 2000
(the "Merger Agreement").

     NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

     FIRST: Section 1(b) of the Employment Agreement is hereby amended to delete
the second sentence thereof.

     SECOND: Section 4(b) of the Employment Agreement is hereby amended to
delete the phrase to "stock option or" in the first sentence thereof and to add
at the end of that first sentence the following phrase:

          "..., except for grants of options (or stock appreciation rights or
          similar equity based incentive rights) under the Corporation's stock
          option plans."

     THIRD: Section 6(b) of the Agreement is amended by restating it in its
entirety as follows:

     "(b) Nothing contained in this Paragraph 6 shall be deemed to prevent or
limit the right of Executive to invest in the capital stock or other securities
of any business dissimilar from that of the Corporation."

     FOURTH: Section 6(c) of the Agreement is amended by restating it in its
entirety as follows:

     "(c) In the event the Executive elects to terminate this Agreement at any
time and for any reason, or if the Executive's employment is terminated for any
reason during the first three years following a Change in Control, whether
Hostile or Non-Hostile, provided that no material default in any substantial
obligation owed by the Corporation, or any affiliate of the Corporation, to
Executive has occurred and has not been cured:

               i. Executive expressly covenants, warrants and agrees that he
          will not, for a period of three years following the termination of his
<PAGE>   2
          employment, directly or indirectly, individually or as an officer,
          director, shareholder, employee, consultant, adviser, partner or
          co-venturer of or on behalf of anyone else, in association with any
          person, entity, firm or corporation, engage in any services for, or
          acquire any financial or beneficial interest in, the operation of any
          business substantially similar to the business engaged in by the
          Corporation on the date of his termination, including without
          limitation thereof, the designing, manufacturing, distributing,
          marketing or selling of woven composite materials involving fiber
          glass or carbon fibers and engineered reinforcement fabrics used in
          the fabrication of composite materials, within any geographic area in
          which the Corporation is then operating its business; provided
          however, that this paragraph shall not be construed or interpreted so
          as to prohibit Executive from passively investing in a publicly-held
          company which may be engaged in such business activity so long as
          Executive's investment therein does not exceed more than 4.9% of such
          publicly-held company's outstanding debt or equity securities.

               ii. Executive further expressly covenants, warrants and agrees
          that for the same period of time he shall not directly or indirectly,
          nor in association with any person, entity, firm or corporation (A)
          divert or attempt to divert any business of, or any of the customers,
          suppliers or licensors of the Corporation in any manner which would
          create or constitute a breach under subsection (i) above, or (B) hire
          or attempt to hire for any position or employment relating to any
          substantially similar business as engaged in by the Corporation on his
          date of termination, or encourage the resignation, of any employees of
          the Corporation for any reason.

               iii. The provisions of this Subsection 6(c) shall survive the
          termination or expiration of this Agreement."

     FIFTH: In consideration for these amendments to the Employment Agreement,
the Corporation will discharge and deliver to Executive, marked "Paid in Full",
a certain promissory note from Executive to Corporation in the face amount of
$125,000 dated March 22, 1999 which, as of May 31, 2000, had an outstanding
balance of principal and interest of $112,482.34, within three business days
following acceptance for payment by VA Acquisition Corporation of at least that
number of Shares of the Corporation as satisfies the Minimum Condition, as
defined in the Merger Agreement. Executive represents that such note constitutes
the aggregate price, calculated at the Corporation's normal price to its
distributors, of certain products of the Corporation purchased by Executive.

     SIXTH: Executive agrees to assign to the Corporation a pending application
for a thermoplastic process patent in the name of Executive. Executive agrees to
execute, at no
<PAGE>   3
additional charge to the Corporation, such documents as the Corporation may
reasonably request to effect the conveyance of such property rights and to
effect the assignment of any related patent application(s) to the Corporation.
In addition, Executive shall cooperate with the Corporation and provide such
reasonable assistance as the Corporation may request in connection with the
preparation and prosecution of any such patent application(s), and the
Corporation shall reimburse Executive for all reasonable costs incurred by
Executive in providing such assistance; provided that any such cooperation and
assistance (other than the execution of documents to convey and assign such
property rights to the Corporation) shall constitute consulting services under
paragraph Seventh below, for which Executive shall be entitled to compensation
to the extent provided in that paragraph and which shall be subject to the
provisions of that paragraph.

     SEVENTH: Executive agrees that he will perform consulting services for
Compagnie de Saint-Gobain or any of its affiliates at its request during the
period of six months following any termination of Executive's employment by
Executive or by the Corporation (a) for up to a total of 45 days, without fee
but with reimbursement for all expenses; and (b) thereafter, for a fee of $1,000
per day (or any portion thereof), plus expenses. Neither Compagnie de
Saint-Gobain nor its affiliates shall be under any obligation to retain
Executive to perform any such services.

     EIGHTH: Corporation and Executive recognize that the acceptance for payment
of the shares of the Corporation tendered pursuant to the offer described in the
Merger Agreement will constitute a Hostile Change in Control under the
Agreement, and that upon such acceptance the change in Executive's reporting
responsibilities will constitute Good Reason for Executive's termination of his
employment.

     NINTH: These amendments shall become effective immediately, but shall
become null and void if the Merger Agreement is terminated in accordance with
its terms.

     TENTH: In all other respects not inconsistent or in conflict with the terms
and provisions of this Agreement of Amendment, all other provisions of the
Employment Agreement are restated and remain in full force and effect.


     IN WITNESS WHEREOF, the parties have executed this Agreement of Amendment
as of the day and year first herein above written.

                                      BRUNSWICK TECHNOLOGIES, INC.



                                      By: _______________________________

                                      Witness:



                                      __________________________________(SEAL)
                                      Martin S. Grimnes
                                      30520

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.22
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>FORM OF NON-COMPETE AGREEMENT
<TEXT>

<PAGE>   1
                                                                  Exhibit 22

                              NON-COMPETE AGREEMENT


                  THIS AGREEMENT, made as of June __, 2000, by and between
Brunswick Technologies, Inc. a Maine corporation ("Corporation"), and
______________________, an individual residing in ____________, __________
County, Maine ("Covenantor").

                  WHEREAS, contemporaneously with the negotiation of the
mutually agreeable terms of this Agreement, VA Acquisition Corp., a Maine
corporation ("Buyer"), has entered into a merger agreement under which Buyer
would acquire control over the Corporation ("Merger Agreement") and
contemporaneously with the negotiation of the mutually agreeable terms of this
Agreement, Buyer has made enhancements in its earlier tender offer to acquire
all of the stock of the Corporation ("Tender Offer").

                  WHEREAS, the Buyer desires to protect and preserve the
business of, and the value of the stock in, the Corporation being purchased by
it.

                  WHEREAS, the Covenantor has been actively engaged in a primary
role in developing, expanding and managing various aspects of the business of
the Corporation.


                  WHEREAS, the Corporation and Covenantor are currently bound by
an existing Employment Agreement dated April 14, 2000 ("Employment Agreement").


                  WHEREAS, the Covenantor agrees that Buyer and Corporation are
entitled to the fullest protection at law and in equity against competition or
interference from Covenantor in the business of the Corporation in the
geographical area and for the period of time hereinafter provided.

                  NOW THEREFORE, in consideration of the respective promises and
agreements contained herein which have been negotiated at arm's length
separately, but incident to and within the context of the Merger Agreement and
the Tender Offer, Covenantor, intending to be legally bound hereby agrees as
follows:

                  1. NON-COMPETITION COVENANT. Provided that no material default
in any substantial obligation owed by the Corporation, or any affiliate of the
Corporation, to Covenantor has occurred and has not been cured:

                           a. Covenantor expressly covenants, warrants and
                  agrees that for the separate consideration set forth in
                  section 5 hereof he will not, during the time he remains an
                  employee of the Corporation and for a period of eighteen
                  months following the termination of his employment by the
                  Corporation for any reason and whether voluntary or
                  involuntary, directly or indirectly, individually or as an
                  officer, director, shareholder, employee, consultant, adviser,
                  partner or co-venturer of or on behalf of anyone else, in
                  association with any person, entity, firm or corporation,
                  engage in any services for, or acquire any financial or
                  beneficial interest in, the operation of any business
                  substantially similar to the business



<PAGE>   2

                  engaged in by the Corporation on the date of his termination,
                  including without limitation thereof, the designing,
                  manufacturing, distributing, marketing or selling of woven
                  composite materials involving fiber glass or carbon fibers and
                  engineered reinforcement fabrics used in the fabrication of
                  composite materials, within any geographic area in which the
                  Corporation is then operating its business; provided however,
                  that this paragraph shall not be construed or interpreted so
                  as to prohibit Covenantor from passively investing in a
                  publicly-held company which may be engaged in such business
                  activity so long as Covenantor's investment therein does not
                  exceed more than 4.9% of such publicly-held company's
                  outstanding debt or equity securities.

                           b. Covenantor further expressly covenants, warrants
                  and agrees that for the same period of time he shall not
                  directly or indirectly, nor in association with any person,
                  entity, firm or corporation (i) divert or attempt to divert
                  any business of, or any of the customers, suppliers or
                  licensors of the Corporation in any manner which would create
                  or constitute a breach under subsection (a) above, or (ii)
                  hire or attempt to hire for any position or employment
                  relating to any substantially similar business as engaged in
                  by the Corporation on his date of termination, or encourage
                  the resignation, of any employees of the Corporation for any
                  reason.

                           c. The parties to this Agreement understand and
                  agree, that if any portion of the covenants set forth in this
                  Section 1 above are held to be unreasonable, arbitrary,
                  against public policy or otherwise unenforceable, then that
                  portion of those covenants shall be considered divisible as to
                  their duration and geographic scope. The parties to this
                  Agreement agree that if any court of competent jurisdiction
                  determines that the specified duration or the specified
                  geographical area of application of any covenant is
                  unreasonable, arbitrary, against public policy or otherwise
                  unenforceable, then a lesser time period, geographical area or
                  both that is determined to be reasonable, non-arbitrary, not
                  against public policy and enforceable shall be substituted.
                  The parties to this agreement acknowledge that they are
                  familiar with the present business of the Corporation and
                  believe that the covenants as set forth in this Section 1 are
                  presently reasonable with respect to their subject matter,
                  duration and geographical application. The provisions of this
                  Section 1 shall survive the termination or expiration of this
                  Agreement.

                  2. CONFIDENTIAL AND PROPRIETARY INFORMATION. Covenantor
recognizes and acknowledges that the business, operations, methods, customer
lists, licensing arrangements, trade secrets and other confidential or
proprietary information of the Corporation are valuable, special and unique to
the business of the Corporation. Covenantor expressly covenants, warrants and
agrees that for the same periods of time set forth in subsection 1(a) he shall
keep confidential any trade secrets, confidential or proprietary information of
the Corporation which are now known, or which hereafter may become known, to
Covenantor and he shall not, directly or indirectly, disclose any such
information to any person, firm or corporation other than the Corporation and
its corporate affiliates. For purposes of this Section 2, "trade secrets,

                                      -2-
<PAGE>   3


confidential or other proprietary information" shall mean information which is
unique to the business of the Corporation and which has a significant business
purpose and is not known or generally available from sources outside the
Corporation or from typical industry practice, but shall not include information
lawfully obtained from a source other than the Corporation or its corporate
affiliates or otherwise in the public domain. The covenants and other provisions
of this Section 2 shall survive the termination or expiration of this Agreement.

                  3. SPECIFIC REMEDIES. The parties acknowledge that a breach of
this Agreement, and particularly a breach by Covenantor under Section 1 and/or 2
hereof, may cause substantial injury to the Corporation which may be irreparable
and/or in amounts which are difficult or impossible to ascertain. Therefore,
Covenantor covenants and agrees that in the event that he breaches this
Agreement, and particularly Section 1 and/or 2 hereof, the Corporation shall
have, in addition to all other remedies, the right to injunctive and other
equitable relief. The provisions of this Section 3 shall survive the termination
or expiration of this Agreement.

                  4. FEES AND COST OF ENFORCEMENT. In the event that either
party hereto shall be required to engage the services of an attorney at law to
enforce such party's rights hereunder as a result of the breach of this
Agreement by the other, then the party prevailing in such enforcement
proceedings, as determined in the discretion of the Court, shall be entitled to
recover from the other all costs of such proceeding including reasonable
attorneys' fees and such prevailing party's expert witness fees whether or not
such experts may have testified in any such proceedings.

                  5. CONSIDERATION. In consideration for the covenants contained
in Sections 1 and 2 hereof, the Corporation has paid to Covenantor, in cash,
receipt of which is hereby acknowledged, the sum of $25,000, less withholding
taxes (if applicable).

                  6. GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of Maine.

                  7. NO THIRD PARTY RIGHTS. The parties hereto do not intend,
and nothing in this Agreement shall be construed, to give any person other than
the parties hereto and their respective successors and permitted assigns, any
legal or equitable benefit, right, remedy or claim, and no person other than the
parties hereto and their respective successors and permitted assigns shall have
standing to assert the same.

                  8. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the parties hereto with respect to any and all obligations
between the parties with respect to the matters referred to herein. Further,
with respect to the matters referred to herein except as expressly set forth
herein, the parties make no representation, warranty, covenant or agreement,
whether express or implied, of any kind whatsoever. In all other respects, the
provisions of the Employment Agreement, to the extent not in conjunction with
this Agreement, are ratified and confirmed. Notwithstanding the foregoing, this
Agreement shall not supersede or affect any Employee Confidentiality Agreement
(Proprietary Data & Trade Secrets) by the Covenantor in favor of the
Corporation, which shall continue in full force and effect.

                                      -3-
<PAGE>   4

                  9. ASSIGNMENT. Covenantor specifically acknowledges and agrees
that Corporation may assign this Agreement to one or more of its successors in
interest, subsidiaries, parents, affiliates or any other person or organization
controlling, controlled by or under common control with it, or to any other
entity acquiring ownership of the Corporation or its business, and such
assignment shall be binding upon Covenantor and enforceable against him by such
assignee. Subject to the foregoing, the covenants and agreements contained
herein shall enure to the benefit of and be binding upon the heirs, personal
representatives, successors and permitted assigns of the parties hereto.

                  10. NOTICES. All notices, disclosures or other communications
which are required or permitted hereunder shall be deemed sufficiently given by
one party to another party only if in writing and if and when actually received
if hand delivered personally or by a nationally recognized overnight delivery
service, or international courier, which provides for a signed receipt, or by
telecopy or telex when transmitted to the number specified in this Section and
the appropriate answerback is received, or as of five business days after
deposit in the United States mail in a sealed envelope, registered or certified,
with postage prepaid, addressed as follows:

                  If to the Corporation:

                           Brunswick Technologies, Inc.
                           43 Bibber Parkway
                           Brunswick, Maine  04011
                           Attention:
                           Telephone:
                           Telecopy:

                  With required copies to:

                           VA Acquisition Corporation
                           750 E. Swedesford Road
                           Valley Forge, PA  19482
                           Attention:  John R. Mesher, General Counsel
                           Telephone:  (610) 341-7108
                           Telecopy:  (610) 341-7087

                           Peter O. Clauss, Esquire
                           Pepper Hamilton LLP
                           3000 Two Logan Square
                           18th and Arch Streets
                           Philadelphia, PA  19103
                           Telephone:  (215) 981-4541
                           Telecopy:  (215) 981-4750

                                      -4-
<PAGE>   5

                  If to Covenantor:

                           _________________________

                           _________________________

                           Telephone: ______________

                           Telecopy: _______________

or to such other address or telecopy/telex number as shall have been previously
designated by written notice in accordance with this Section.

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement by affixing their hands (and in the case of a corporate party the hand
of its duly authorized officer) and seal the day and year first above written.

                          Brunswick Technologies, Inc.



                                            By: ________________________________

                                            Title: _____________________________

Witness:                                    [Covenantor]


_________________________           _____________________________(SEAL)
Name


                                      -5-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.23
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>FORM OF SHAREHOLDER AGREEMENT
<TEXT>

<PAGE>   1
                                                                    Exhibit 23

                              SHAREHOLDER AGREEMENT


         AGREEMENT, dated as of , 2000 between VA Acquisition Corporation, a
Maine corporation ("BUYER"), and the shareholder of Brunswick Technologies,
Inc., a Maine corporation (the "COMPANY"), named on the signature page hereof
("SHAREHOLDER").

         WHEREAS, in order to induce Buyer to enter into an agreement and plan
of merger (as amended from time to time, the "MERGER AGREEMENT") with the
Company, Buyer has requested Shareholder, and Shareholder has agreed, to enter
into this Agreement.

         WHEREAS, as of the date hereof, Shareholder is the holder of the shares
of capital stock of the Company (the "SHARES") listed on the signature page
hereof. Capitalized terms used but not separately defined herein shall have the
meanings ascribed to them in the Merger Agreement.

         NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE 1

                               AGREEMENT TO TENDER

         SECTION 1.1. Agreement to Tender. Subject to any restriction imposed as
a result of any prior pledge or other hypothecation of Shares by the
Shareholder, Shareholder hereby irrevocably and unconditionally agrees to
validly tender (and not withdraw) or cause to be validly tendered (and not
withdrawn) pursuant to and in accordance with the terms of the Offer all of the
Shares that Shareholder owns as of the date hereof as well as any additional
Shares that Shareholder may own, whether acquired by purchase, exercise of
options or otherwise, at any time after the date hereof (the "SHAREHOLDER
SHARES"). Within five business days after the date hereof (or within five
business days after any Shareholder Shares are acquired during pendency of the
Offer, if later), Shareholder shall deliver (with respect to Shareholder Shares
controlled by Shareholder) to the depositary designated in the Offer (i) a
letter of transmittal with respect to the Shareholder Shares complying with the
terms of the Offer, (ii) certificates representing all of the Shareholder Shares
and (iii) all other documents or instruments required to be delivered pursuant
to the terms of the Offer. With respect to Shares subject to a prior pledge or
hypothecation agreement, Shareholder agrees that (i) he will not tender or
deliver such Shares other than pursuant to the Offer or to the applicable pledge
holder and (ii) he will use his best efforts to cause the pledge holder to
tender the Shares pursuant to the Offer or to consent to, or otherwise remove
any restrictions prohibiting, the tender of such Shares by the Shareholder.

         SECTION 1.2. Return of Shares. Buyer will return Shareholder's Share
certificates promptly upon any termination of the Merger Agreement pursuant to
Section 11.1 thereof.

<PAGE>   2

                                    ARTICLE 2

                        VOTING AGREEMENT; GRANT OF PROXY

         SECTION 2.1. Voting Agreement. (a) Until the earliest to occur of (x)
the consummation of the Merger, (y) the nine month anniversary of the date
hereof and (z) the termination of the Merger Agreement pursuant to Section 11.1
(thereof (the "TERMINATION DATE"), Shareholder hereby irrevocably and
unconditionally agrees to vote or cause to be voted all Shareholder Shares that
Shareholder is entitled to vote at the time of any vote of the shareholders of
the Company where such matters arise (i) in favor of the approval and adoption
of the Merger Agreement and in favor of the transactions contemplated thereby,
(ii) against any proposal or transaction which could prevent or delay the
consummation of the Transactions and (iii) against any (A) Acquisition Proposal
(other than the Merger), (B) corporate action the consummation of which would
frustrate the purposes, or prevent or delay the consummation, of the
Transactions or (C) other matter relating to, or in connection with, any of the
matters referred to in clause (A) and (B) above. Nothing in this Article 2 shall
limit or restrict Shareholder's ability to act or vote in his capacity as an
officer or director of the Company in any manner he so chooses.

          (b) If any shareholder vote in respect of the Merger Agreement or any
of the transactions contemplated by the Merger Agreement is taken by written
consent, the provisions of this Agreement imposing obligations in respect of or
in connection with any vote of shareholders shall apply mutatis mutandis to such
action by written consent.

         SECTION 2.2. Proxy. Shareholder hereby revokes any and all previous
proxies granted with respect to the Shareholder Shares. By entering into this
Agreement, Shareholder hereby grants an irrevocable proxy appointing Buyer as
Shareholder's attorney-in-fact and proxy, with full power of substitution, for
and in Shareholder's name, to vote, express consent or dissent, or otherwise to
utilize such voting power in such manner and upon any of the matters referred to
in Section 2.1 above, as Buyer or its proxy or substitute shall, in Buyer's sole
discretion, deem proper with respect to the Shareholder Shares. The proxy
granted by Shareholder pursuant to this Article 2 is irrevocable and is granted
in consideration of Buyer's entering into the Merger Agreement and to secure the
Shareholder's performance of his agreement and duty to vote or cause to be voted
(including by written consent) all of the Shareholder Shares in favor of the
Merger as set forth in Section 2.1(a) and (b) hereof and such irrevocable proxy
shall remain in effect until the Termination Date, notwithstanding the death or
incapacity of Shareholder; provided, however, that such proxy shall be revoked
on the Termination Date.

                                    ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

         Shareholder represents and warrants to Buyer that:

         SECTION 3.1. Valid Title. Shareholder is the beneficial owner of the
Shareholder Shares held by him on the date hereof with no restrictions on
Shareholder's voting rights or rights of

                                      -2-

<PAGE>   3

disposition pertaining thereto, except as may be imposed as a result of any
prior pledge or other hypothecation of Shares by the Shareholder. Except as
previously disclosed to Buyer, none of the Shareholder Shares is subject to
any voting trust or other agreement or arrangement with respect to the voting
of such Shares (other than this Agreement).

         SECTION 3.2. Binding Effect. This Agreement is the valid and binding
Agreement of Shareholder, enforceable against Shareholder in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditorsss. rights generally.

         SECTION 3.3. Total Shares. The number of Shares set forth on the
signature page hereto opposite the name of Shareholder are the only Shares
owned by Shareholder.

                                    ARTICLE 4

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Shareholder:

         SECTION 4.1. Corporate Power and Authority. Buyer has all requisite
corporate power and authority to enter into this Agreement and to perform its
obligations hereunder. The execution, delivery and performance by Buyer of this
Agreement and the consummation by Buyer of the transactions contemplated hereby
have been duly authorized by the board of directors of Buyer and no other
corporate action on the part of Buyer is necessary to authorize the execution,
delivery or performance by Buyer of this Agreement and the consummation by Buyer
of the transactions contemplated hereby. This Agreement has been duly executed
and delivered by Buyer and is a valid and binding Agreement of Buyer,
enforceable against it in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency, moratorium or other similar laws relating
to creditorsss. rights generally.

                                    ARTICLE 5

                            COVENANTS OF SHAREHOLDER

         Shareholder hereby covenants and agrees that:

         SECTION 5.1. No Proxies for or Encumbrances on Shareholder Shares.
Except pursuant to the terms of this Agreement, prior to the Termination Date
Shareholder shall not, without the prior written consent of Buyer, directly or
indirectly, (i) grant any proxies or enter into any voting trust or other
agreement or arrangement with respect to the voting of any Shareholder Shares or
(ii) sell, assign, transfer, encumber or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to the
direct or indirect sale, assignment, transfer, encumbrance or other disposition
of, any Shares during the term of this Agreement. Shareholder shall not seek or
solicit any such sale, assignment, transfer, encumbrance or other disposition or
any such contract, option or other arrangement or assignment or understanding
and agrees to notify Buyer promptly and to provide all details requested by
Buyer if Shareholder shall

                                      -3-
<PAGE>   4

be approached or solicited, directly or indirectly, by any person with respect
to any of the foregoing.

         SECTION 5.2. Appraisal Rights. Shareholder agrees not to exercise any
rights to demand appraisal of any Shares which may arise with respect to the
Merger.

         SECTION 5.3. Further Action. Shareholder intends this proxy to be
irrevocable and will take such further action and execute such other instruments
as may be necessary to effectuate the intent of this proxy, including, without
limitation, filing written notice of this irrevocable proxy with the secretary
of the Company or permitting Buyer, as his attorney-in-fact, to file a copy of
this Agreement with the secretary of the Company.

         SECTION 5.4. Legend. At the request of Buyer, Shareholder agrees to
stamp, print or type on the face of his certificates evidencing the Shares the
following legend:

         "THE VOTING, SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER

ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS
SUBJECT TO A SHAREHOLDER AGREEMENT DATED AS OF THE ____ DAY OF ___________, 2000
BY AND BETWEEN VA ACQUISITION CORPORATION AND THE RECORD OWNER HEREOF, COPIES OF
WHICH ARE ON FILE AT THE OFFICES OF VA ACQUISITION CORPORATION.O

                                    ARTICLE 6

                                  MISCELLANEOUS

         SECTION 6.1. Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.

         SECTION 6.2. Additional Agreements. Subject to the terms and conditions
of this Agreement, each of the parties hereto agrees to use all reasonable
efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations and which may be required under any agreements, contracts,
commitments, instruments, understandings, arrangements or restrictions of any
kind to which such party is a party or by which such party is governed or bound,
to consummate and make effective the transactions contemplated by this
Agreement, to obtain all necessary waivers, consents and approvals and effect
all necessary registrations and filings, responses to requests for additional
information related to such filings, and submission of information requested by
governmental authorities, and to rectify any event or circumstances which could
impede consummation of the transactions contemplated hereby.

         SECTION 6.3. Specific Performance. The parties hereto agree that Buyer
would be irreparably damaged if for any reason Shareholder failed to perform any
of his obligations under this Agreement, and that Buyer would not have an
adequate remedy at law for money damages in such event. Accordingly, Buyer shall
be entitled to specific performance and injunctive and other equitable relief to
enforce the performance of this Agreement by Shareholder. This provision is

                                      -4-
<PAGE>   5

without prejudice to any other rights that Buyer may have against Shareholder
for any failure to perform his obligations under this Agreement.

         SECTION 6.4. Notices. All notices, requests, claims, demands and other
communications hereunder shall be deemed to have been duly given when delivered
in person, by cable, telegram or telex, or by registered or certified mail
(postage prepaid, return receipt requested) to such party at its address set
forth on the signature page hereto.

         SECTION 6.5. Amendments. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and delivery of a written
agreement executed by the parties hereto.

         SECTION 6.6. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto; provided further that Buyer may
assign its rights and obligations to any affiliate of Buyer without any such
consent.

         SECTION 6.7. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of Maine without giving
effect to the principles of conflicts of laws thereof.

         SECTION 6.8. Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.



                            [SIGNATURE PAGE FOLLOWS]




                                      -5-

<PAGE>   6


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                           VA ACQUISITION CORPORATION


                                            By:   ______________________________
                                                  Name:
                                                  Title:

                                            SHAREHOLDER:


                                            Please Sign: _______________________

                                            Print Name: ________________________




                                            Number of Shares Owned: ____________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.25
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>RIGHTS PLAN OF REDEMPTION NOTICE
<TEXT>

<PAGE>   1

                         NOTICE OF REDEMPTION OF RIGHTS

     Reference is made to that certain Rights Agreement dated April 17, 2000
(effective as of April 18, 2000), between Brunswick Technologies, Inc. (the
"Company") and State Street Bank and Trust Company (the "Rights Agreement").
Capitalized terms used herein not otherwise defined shall have the meanings
ascribed to them in the Rights Agreement.

     Pursuant to Section 23 of the Rights Agreement, the Board of Directors of
the Company has resolved to redeem all outstanding Rights. Such redemption
became effective June 12, 2000. The Redemption Price of $.001 per Right shall be
paid by check mailed on or about July 10, 2000 to all holders of Rights as of
June 11, 2000, the record date for determining shareholders entitled to payment
upon redemption.

Dated: June 15, 2000

                                          BRUNSWICK TECHNOLOGIES, INC.

                                          By: /s/ Martin S. Grimnes
                                            ------------------------------------
                                            Martin S. Grimnes
                                            Chairman and Chief Executive Officer
</TEXT>
</DOCUMENT>
</SUBMISSION>
