In this paper, a new key-agreement scheme is proposed and analyzed. In addition to being provably secure in the shared secret key indistinguishability model under Decisional Diffie-Hellman assumption for subgroup of matrices over GF(2) with prime order, which considered as basic security requirement, the scheme has an interesting feature; it uses exponentiations over cyclic group using hidden secret subgroup generator as a platform for the key exchange, whereby - unlike many other exponentiation based key exchange schemes - it transcends the reliance on intractability of Discrete Logarithm Problem in its security.