<PAGE>

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                            SCHEDULE 14A INFORMATION

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

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

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


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

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

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

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

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

|_| Fee paid previously with preliminary materials.

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

     (1) Amount Previously Paid:

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

     (3) Filing Party:

     (4) Date Filed:


<PAGE>


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



                                                              ________, 2002



DEAR FELLOW SHAREHOLDER:


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

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

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

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

                                           Sincerely,

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


<PAGE>


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

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

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                          To Be Held On _________, 2002



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

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

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

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

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

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

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

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

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

<PAGE>


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

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

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

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

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


                                          By Order of the Board of Directors

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


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




                                       2

<PAGE>



                                TABLE OF CONTENTS


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


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


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


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


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


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


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


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

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

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

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

Annex B - Fairness Opinion of Ogorek & Company

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

Annex D - Plan of Liquidation and Distribution for Polychem Corporation

Annex E - Florida Law related to Dissenter's Rights



<PAGE>


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

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

                                 PROXY STATEMENT

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

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

                               Summary Term Sheet

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

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

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

</TABLE>

<PAGE>

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

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

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

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

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

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

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

</TABLE>

                                         2

<PAGE>

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

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

</TABLE>


               VOTING AT THE SPECIAL MEETING; REVOCATION OF PROXIES

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

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

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

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

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

                                        3

<PAGE>



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

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

                             ADDITIONAL INFORMATION

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

                             SOLICITATION OF PROXIES

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

                           FORWARD LOOKING STATEMENTS

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

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

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

                                       4
<PAGE>

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

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

                                   PROPOSAL I
                APPROVAL OF LICENSE AND ASSET PURCHASE AGREEMENT

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

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

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

                           Background to the Proposal

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

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

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

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


                                      5
<PAGE>


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

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

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

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

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

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

                               Parties to the Sale

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

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


                                       6
<PAGE>

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

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

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

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

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

                Terms of the License and Asset Purchase Agreement

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

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

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

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

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


                                       7

<PAGE>

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

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

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

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

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

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

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

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

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

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



                                       8

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       9

<PAGE>

                                Estimated Closing

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

                              Accounting Treatment

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

                            Federal Tax Consequences

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

                       Government and Regulatory Approvals

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

                              Settlement Agreement

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

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

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

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


                                       10
<PAGE>

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

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

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

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

                                Fairness Opinion

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

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

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

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

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

         o    certain other information concerning ConMat and Polychem.

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

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


                                       11

<PAGE>

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

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

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

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

              Recommendation of the Board of Directors for the Sale

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

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

                                Dissenter Rights

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

                                       12

<PAGE>

                           Vote Required for Approval

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

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


                                   PROPOSAL II
                      PLAN OF LIQUIDATION AND DISTRIBUTION
                                  FOR POLYCHEM

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

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

                          Terms of Plan of Liquidation

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

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

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

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

                                       13

<PAGE>

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

                                Dissenters Rights

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

                           Vote Required for Approval

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

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

                                DISSENTERS RIGHTS

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

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

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

                                       14
<PAGE>

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

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

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


           SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS

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

<TABLE>
<CAPTION>

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

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

John R. Toedtman                                              90,000                          3.01%
Franklin Avenue & Grant Street
Phoenixville, PA 19460
- ----------------------------------------------------------------------------------------------------------------

Directors and Chief Executive Officer                        577,492  (2)                    18.13%
(3 persons)
- ----------------------------------------------------------------------------------------------------------------

</TABLE>

                                       15

<PAGE>

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------
              Name and Address of                    Amount and Nature of               Percentage of
                Beneficial Owner                   Beneficial Ownership (1)           Common Stock (1)
- ----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                             <C>
The Eastwind Group, Inc.                                    735,000   (3)                      19.74%
1525 Locust Street
17th Floor
Philadelphia, PA  19102
- ----------------------------------------------------------------------------------------------------------------

Ecesis, LLC
Franklin Avenue & Grant Street                              382,500   (4)                      11.35%
Phoenixville, PA  19460
- ----------------------------------------------------------------------------------------------------------------

The Eastwind Group, Inc.                                     925,000                           31.29%
     Shareholder Trust
c/o Paul A. DeJuliis
Franklin Avenue & Grant Street
Phoenixville, PA  19460
- ----------------------------------------------------------------------------------------------------------------

Mentor Special Situation Fund, L.P. (7)                     166,667   (5)                       5.28%
P.O. Box 560
Yardley, PA  19067
- ----------------------------------------------------------------------------------------------------------------

The DAR Group, Inc.                                          240,000                            8.03%
30 Broad Street, 43rd Floor
New York, NY
- ----------------------------------------------------------------------------------------------------------------

Paul A. DeJuliis                                            348,333   (6)                      11.47%
1110 David Davis lane
West Chester, PA  19382
- ----------------------------------------------------------------------------------------------------------------

</TABLE>

* Less than 1%

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


                                       16
<PAGE>


                            OTHER SHAREHOLDER MATTERS

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

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

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






                                       17



<PAGE>


                                 OTHER BUSINESS

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


                                     By Order of the Board of Directors

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





















                                       18

<PAGE>

                                     Annex A


                      LICENSE AND ASSET PURCHASE AGREEMENT

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

                                    Recitals

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

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

                               ARTICLE I. LICENSE

    1.1  License.

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

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

    1.2  Royalty; Rent.

         (a) In consideration of the grant of the License, Ecesis shall pay to
Polychem royalties equal to Ecesis' net operating profits from the sale of
Products. "Net operating profits" shall mean the gross revenues actually
received by Ecesis from the sale of the Products less the costs of the Products
sold and a reasonable allocation of Ecesis' overhead. Ecesis shall pay Polychem
by the tenth (10th) day of each month the royalties that accrued during the
previous month computed on the basis of payments received during such month. At
the time of such payment, Ecesis shall provide to Polychem a report of all sales
of Products completed during such month, the amount of payments received for
Products during such month, the cost of the Products sold in which payment was
received by Ecesis during such month, Ecesis allocation of its overhead with
respect to such Products and royalties paid to Polychem with respect thereto.
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         (b) Ecesis shall permit Polychem, or representatives of Polychem which
are reasonably acceptable to Ecesis, at Polychem's expense, to periodically
examine Ecesis's books, ledgers, and records during regular business hours for
the sole purpose of, and only to the extent necessary, to verify reports
furnished to Polychem pursuant to Subsection (a) above; provided that Polychem
delivers to Ecesis a written notice of Polychem's intention to conduct an
inspection not less than five (5) business days before the intended date of such
inspection. In the event that amounts due Polychem are determined to have been
underpaid by an amount greater than five percent (5%) of the amount actually
due, Ecesis shall pay the cost of such examination plus a penalty equal to
twenty-five percent (25%) of the underpayment. Any payment not made on or before
the due date shall accrue interest at a rate equal to one percent (1%) per
calendar month or, if less, the maximum rate permitted under applicable law.

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

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

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

    1.5  Confidentiality.

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

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

                                  ARTICLE II.
                   PURCHASE AND SALE OF ASSETS AND LIABILITIES

    2.1  Sale of Assets.

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

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

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

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

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

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

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

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

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

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

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

                              ARTICLE III. CLOSING

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

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<PAGE>

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

                  (i) the Bill of Sale;

                  (ii) the Assignments and Other Instruments;

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

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

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

                  (vi) all tangible Assets;

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

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

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

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

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

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


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<PAGE>

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

                  (iv) an executed counterpart of the Assumption Agreement;

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

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

                        ARTICLE IV. REPRESENTATIONS AND
                      WARRANTIES OF SELLER AND SHAREHOLDER

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

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

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

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<PAGE>

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

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

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

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

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


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<PAGE>

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

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

               ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER

         Ecesis represents and warrants to Polychem and Shareholder as follows:

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

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

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

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<PAGE>

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

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

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

                             ARTICLE VI. COVENANTS

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

                ARTICLE VII. CONDITIONS TO OBLIGATIONS OF ECESIS

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

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

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

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


                                       11
<PAGE>


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

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

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

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

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

                    ARTICLE VIII. CONDITIONS TO OBLIGATIONS
                           OF POLYCHEM AND SHAREHOLDER

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

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

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

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


                                       12
<PAGE>



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

                            ARTICLE IX. TERMINATION

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


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

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

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

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

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

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


                                       13
<PAGE>



                  ARTICLE X. INDEMNIFICATION AND CONTRIBUTION

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

         10.2 Indemnification.

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

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

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


                                       14
<PAGE>

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

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

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

                    ARTICLE XI. NONCOMPETE AND NONDISCLOSURE

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

                                       15
<PAGE>


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

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

                           ARTICLE XII. MISCELLANEOUS

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

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


                                       16
<PAGE>


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

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

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

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

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

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

                                       17
<PAGE>



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

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

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

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

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

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


                                       18
<PAGE>

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

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

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

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

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

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

                       ARTICLE XIII. OTHER DEFINED TERMS

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

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

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


                                       19
<PAGE>

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

                           "including" means including but not limited to.

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

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

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

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

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

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

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

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

                                       20

<PAGE>
                                     Annex A
                                     -------


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



                                       Ecesis LLC


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

                                       Polychem Corporation


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


                                       ConMat Technologies, Inc.


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


<PAGE>

                                    Annex B
                                    -------


                                                                           DRAFT

                                                                April ____, 2002

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

Attention: Edward F. Sager, Jr.

Dear Mr. Sager:

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

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


<PAGE>


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

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

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

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

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

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

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

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

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

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


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

         1. Preliminary Proxy Statement dated _______ and its Exhibits.

<PAGE>

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

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

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

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

         5. ConMat/Polychem Plan of Reorganization.

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

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

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

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

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

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

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

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

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

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

Mr. Edward Sager
April ___, 2002
Page 5

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

                                                   Very truly yours,

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



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

<PAGE>

                                     Annex C
                                     -------


                              SETTLEMENT AGREEMENT


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

                                   Background

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

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

<PAGE>

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

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

<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                  The Agreement

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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


                                       JOHN R. THACH, individually

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

<PAGE>


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


                                  PAUL A. DEJULIIS, individually


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


                                  CONMAT TECHNOLOGIES, INC.


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


                                  POLYCHEM CORPORATION


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

<PAGE>

                                    Annex D
                                    -------

                                     PLAN OF
                           LIQUIDATION AND DISSOLUTION
                             OF POLYCHEM CORPORATION

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

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

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

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

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

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

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

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

<PAGE>

          (e) Give notice to known and unknown creditors;

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

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

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

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

<PAGE>

                                    Annex E
                                    -------

                            The 2001 Florida Statutes

                                   Title XXXVI
                       BUSINESS ORGANIZATIONS Chapter 607

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

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

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

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

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

                                     * * * *

607.1302  Right of shareholders to dissent.--

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                     * * * *

607.1320  Procedure for exercise of dissenters' rights.--

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

                            CONMAT TECHNOLOGIES, INC.

                               COMMON STOCK PROXY

           This Proxy is solicited on behalf of the Board of Directors

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

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

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

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

     FOR                              AGAINST                       ABSTAIN

     / /                               / /                            / /


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


     FOR                              AGAINST                       ABSTAIN

     / /                                / /                          / /

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


                                Date:__________________________________,

                                _______________________________________

                                _______________________________________

                                By:____________________________________


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





