AMENDMENT AND WAIVER Reference is made to the First Amendment and Waiver (the "Amendment"), dated as of March 14, 1996, of a certain Stock and Note Purchase Agreement dated as of December 15, 1993, between INRAD, Inc. (the "Company") and Clarex...

                              AMENDMENT AND WAIVER

Reference is made to the First Amendment and Waiver (the "Amendment"), dated as
of March 14, 1996, of a certain Stock and Note Purchase Agreement dated as of
December 15, 1993, between INRAD, Inc. (the "Company") and Clarex Limited, a
Cayman Islands company ("Clarex") and Xxxxxxx X. Xxxxxxx of Newburgh, New York
("Xxxxxxx").

WHEREAS, the Company has requested Clarex and Xxxxxxx to restructure the
previous Amendment as to waive certain covenants.

NOW THEREFORE, in consideration of the premises and mutual agreements xxxxx
contained, the parties hereto agree as follows:

1.   Clarex and Xxxxxxx hereby waive the 1996 fiscal year violation of
     subsection 7.12(a) as amended in the Amendment of the Letter Agreement
     pertaining to cash debt service (EBITDA) > 1.5x. In addition, subsection
     7.12(a) is hereby deleted in its entirety. The Company shall continue to
     adhere to the financial covenant of maintaining a debt to the eligible
     accounts receivable ratio of .80x.

      INRAD, Inc.             Clarex Limited        Xxxxxxx X. Xxxxxxx


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by    Xxxxxx Xxxxxxxx      by
      President