<DOCUMENT>
<TYPE>EX-10.54
<SEQUENCE>3
<FILENAME>tmok01ex10-54.txt
<TEXT>
                                                                   Exhibit 10.54



                                                     November 29, 2001


Mr. Marc N. Casper
144 Clark Road
Brookline, MA 02445


Dear Marc:

     I am pleased to offer you a position as Vice  President of Thermo  Electron
Corporation  and  President  of the Life  Sciences  Sector  of  Thermo  Electron
Corporation, effective November 26, 2001, and subject to the terms of the letter
agreement  among SPX  Corporation  ("SPX"),  Kendro  Laboratory  Products,  L.P.
("Kendro"),  Thermo  Electron  Corporation  ("Thermo  Electron"),  and you dated
November 27, 2001 (the "SPX  Letter").  This offer is expressly  conditioned  on
obtaining  approval  at  the  next  meeting  of the  Thermo  Electron  Board  of
Directors, scheduled to meet on November 29, 2001.

     The salary for the position will be at a rate of $300,000 per year, subject
to annual review beginning in 2003 as described below. In addition,  you will be
eligible for an annual  incentive  award in  accordance  with Thermo  Electron's
policies for annual incentives to professional  employees. To be eligible for an
annual  incentive  award,  you  must  be  actively  employed  at the  end of the
incentive  period.  Your  annual  reference  bonus for  purposes  of the  annual
incentive award will be $150,000  (beginning in 2003), with a multiplier of zero
to two based on a combination of subjective and objective  factors.  You will be
eligible for review of your  compensation  package beginning in 2003 at the time
Thermo Electron reviews all officers, which is usually in the first quarter.

     In addition,  you will receive a $200,000 one-time bonus payable in January
2002 with respect to your  performance  in 2002.  Should you  voluntarily  leave
Thermo  Electron  before January 1, 2003 without good reason (as defined below),
you will be responsible for repaying a pro-rated portion of the sign-on bonus to
Thermo Electron.

     You will receive,  upon commencement of employment,  a non-statutory option
for 275,000 shares, which shares shall vest on a cumulative basis at the rate of
one-third per annum on each anniversary  date of your  employment.  Your options
will be evidenced by a Stock Option  Agreement in the form of Exhibit A attached
hereto.  Additional stock option grants would be at the discretion of the Thermo
Electron Board of Directors.


<PAGE>


Mr. Marc N. Casper
November 29, 2001
Page 2

     You  will  be  entitled  to four  weeks  vacation  each  year,  accrued  in
accordance  with Thermo  Electron's  vacation  policy,  together with such other
benefits as are generally made available to professional  employees and officers
of Thermo Electron,  including Thermo Electron's car lease/allowance program and
its Executive Medical Supplemental Program.

     Under Thermo  Electron's car  lease/allowance  program,  you may either (i)
have the  company  lease a company  car for you,  or (ii)  receive  a  quarterly
allowance of $3,124. If you decide to have the company lease a vehicle,  you can
select the make,  model and  options as long as the vehicle is  appropriate  for
business use. If the acquisition  cost of the car exceeds  $26,000,  the balance
will be deducted from your payroll checks.  The sales tax and insurance are paid
separately by the company and are not calculated in the $26,000 limit.

     Under Thermo Electron's  Executive Medical Supplemental Program you will be
paid $1,250  quarterly,  which you can use to reduce any medical  deductible  or
co-insurance  costs that you incur.  These funds are for your discretionary use,
are not restricted to medical payments, and are taxable income.

     You will also be entitled to receive expense  reimbursement  for legal fees
incurred in the  negotiation  and preparation of this agreement up to the amount
of $5,000.

     If your employment is terminated by Thermo Electron without cause or by you
with good reason,  you will be entitled to receive a lump sum severance  payment
of eighteen months salary in lieu of any other severance benefit, except that if
your  termination  entitles you to greater  benefits under any change in control
arrangement,  you will be  entitled  to  benefits  under the  change in  control
arrangement, but not both. Upon commencement of your employment, Thermo Electron
will execute and deliver to you an Executive  Retention Agreement in the form of
Exhibit B attached hereto.

     For the purpose of this letter  "cause"  shall mean:  (i)  conviction  of a
felony or any crime involving moral turpitude,  or (ii) conduct that constitutes
gross neglect or gross misconduct,  insubordination, or a willful and deliberate
violation of a company  rule or  regulation  that results in material  injury to
Thermo Electron, and "good reason" shall mean: (i) a material diminution in your
duties or responsibilities, (ii) a downgrade in title, (iii) a reduction in your
salary,  (iv) a change in the reporting  structure so that you report to someone
other than the Chief  Operating  Officer,  or (v) a change by the company in the
location at which you  perform  your  principal  duties for the company to a new
location that is outside a radius of 50 miles of the company's  headquarters  in
Waltham, Massachusetts.
<PAGE>
Mr. Marc N. Casper
November 29, 2001
Page 3

     You will be entitled to  indemnification  if by reason of your status as an
officer of Thermo  Electron you are made or  threatened  to be made a party to a
legal  action,   on  the  terms  and   conditions  set  forth  in  the  form  of
Indemnification  Agreement  attached  hereto as Exhibit C. Thermo  Electron will
also  indemnify  you  for  any  liability,  loss,  cost  or  expense  (including
reasonable  attorneys  fees) that you  suffer or incur  with  respect to actions
brought  against  you by SPX or Kendro  for  violation  of the SPX Letter or the
Agreements (referenced in the SPX Letter) that relate to the performance of your
duties on behalf of Thermo  Electron,  including  the  exercise of any  remedies
under the SPX Letter or the  Agreements,  provided  that  Thermo  Electron  will
control the  selection of legal  counsel to represent you as well as the defense
of such actions and all decisions relating to any proposed settlement thereof.

     In accordance with Thermo Electron's  standard  employment  practices,  you
will be  required  to sign  an  agreement  covering  Thermo  Electron's  Company
Information  and  Inventions  Policy  and  Drug  Testing  Policy,  as well as an
acknowledgment  of Thermo  Electron's  policies  related to Business Conduct and
Drugs and  Alcohol  in the  Workplace,  copies of which are  attached  hereto as
Exhibits D, E, F and G. You will be required to take a  drug-screening  test for
illegal drugs and controlled substances.

     Since Thermo  Electron's  standard  policy does not provide for  agreements
guaranteeing  employment  for any  specific  period of time,  this  offer is not
intended to be  construed  as an  employment  contract  (except as  specifically
provided  herein) and your  employment will therefore be "at will." The terms of
employment  contained in this letter,  including  "at will"  status,  may not be
altered except by written agreement signed by an officer of Thermo Electron.

     Please  indicate  your  acceptance  of our offer by  signing a copy of this
letter and returning it to me. We are looking forward to your joining us.

                                Sincerely,

                                THERMO ELECTRON CORPORATION


                                /s/ Marijn Dekkers
                                ----------------------------------
                                Marijn Dekkers
                                President and COO



<PAGE>
Mr. Marc N. Casper
November 29, 2001
Page 4



Attachments:

Exhibit A:        Form of Stock Option Agreement
Exhibit B:        Form of Executive Retention Agreement
Exhibit C:        Form of Indemnification Agreement
Exhibit D:        Information and Inventions Policy
Exhibit E:        Drug Testing Policy
Exhibit F:        Business Conduct Policy
Exhibit G:        Drugs and Alcohol in the Workplace


AGREED:



/s/ Marc N. Casper
---------------------------
Marc N. Casper

Date: November 29, 2001
      -----------------------------------------------

<PAGE>


                                                                       Exhibit A

Grant ID # 21-0199
[A/7;POST-7/1/00;D&O]


                           THERMO ELECTRON CORPORATION

                         EMPLOYEES EQUITY INCENTIVE PLAN

                             STOCK OPTION AGREEMENT


                                 Marc N. Casper
                                    Optionee


275,000                                                                 $22.18
Number of Shares of                                               Exercise Price
Common Stock Subject                                                  Per Share
to the Option ("Option Shares")

                                Vesting Schedule
                 # of Shares                            Vesting Date(s)

                one-third of Option Shares              11/30/02
                one-third of Option Shares              11/30/03
                one-third of Option Shares              11/30/04

November 30, 2001                                             November 30, 2008
Grant Date                                                      Expiration Date


     Thermo Electron Corporation (the "Company") confirms the grant to you of an
option  (the  "Option")  to acquire  the  number of shares of common  stock (the
"Common Stock")  specified  above, of the Company,  subject to the provisions of
the Employees Equity  Incentive Plan (the "Plan") and the terms,  conditions and
restrictions  contained in this agreement  (the  "Agreement").  You  acknowledge
receipt of the Plan and the Agreement for your records.


                                        THERMO ELECTRON CORPORATION


                                        By:     /s/ Richard F. Syron
                                                ------------------------------
                                                Richard F. Syron
                                                Chairman and Chief Executive
                                                Officer

                                       1
<PAGE>



                           THERMO ELECTRON CORPORATION

                         EMPLOYEES EQUITY INCENTIVE PLAN

                             Stock Option Agreement

     1. Grant of Option. This Stock Option Agreement (the "Agreement")  contains
the terms and conditions of a grant of a  nonqualified  stock option to purchase
the shares of the common stock of the Company (the "Option Shares") made to you,
the Optionee  named on the first page of this  Agreement,  pursuant to the Plan.
Attached  is a copy of the  Plan  which is  incorporated  in this  Agreement  by
reference and made a part hereof.  This Option is intended to be a non-statutory
stock option under the Internal Revenue Code of 1986, as amended.

     2.  Exercisability  and Vesting of Option. The Option may be exercised only
to the extent the  Option  Shares  shall  have  vested in  accordance  with this
Agreement. The Option Shares will vest and become exercisable in accordance with
the schedule  set forth on the first page of this  Agreement,  provided  that on
each vesting date you are then, and have been since the Grant Date, continuously
employed  by  the  Company  or an  "Affiliated  Employer".  Notwithstanding  the
foregoing,  you shall  become  fully  vested in the Option  Shares  prior to the
vesting  date set forth on the first  page of this  Agreement  in the event of a
Change in Control,  as that event is defined in the Plan,  that occurs  prior to
the date on which you cease to be an employee  of the  Company or an  Affiliated
Employer.  The date on which you cease to be an  employee  of the  Company or an
Affiliated  Employer  is  defined as your  "Employment  Termination  Date".  For
purposes of this Agreement,  an "Affiliated Employer" shall mean a subsidiary of
the Company of which the Company  owns more than 50% of the  outstanding  common
stock.  Upon your Employment  Termination  Date, all Option Shares that have not
previously  vested  prior to that date,  shall be  immediately  forfeited to the
Company and cancelled.

     3.  Termination of Option.  The date on which the Option shall terminate in
whole or in part as provided in this Section 3 is hereinafter referred to as the
"Option  Termination Date." This Option shall terminate on the date which is the
earliest of:

     (a)  the  Expiration  Date  of the  Option  set  forth  on  page 1 of  this
Agreement; or

     (b) three months after your Employment  Termination  Date if the Employment
Termination  Date  occurs for any reason  other than the  reasons  specified  in
Sections 3(c), 3(d) or 3(e).; or

     (c) one year  after  your  Employment  Termination  Date if the  Employment
Termination  Date occurs by reason of your death or disability.  For purposes of
this  Agreement,  "disability"  shall  mean  that you are  receiving  disability
benefits under the Company's Long Term Disability  Coverage,  as then in effect,
on the Employment Termination Date; or

                                       2
<PAGE>

     (d) two years  after your  Employment  Termination  Date if the  Employment
Termination  Date  occurs by reason of your  retirement.  For  purposes  of this
Agreement,  (i)  if  you  are a  non-employee  director  of  the  Company,  then
"retirement"  shall mean the date on which you cease to serve as a  director  of
the  Company,  and (ii) if you are an employee  of the Company or an  Affiliated
Employer,  then "retirement"  shall mean the termination of your employment with
the Company or an  Affiliated  Employer  after age 55 and the  completion  of 10
years of continuous service to the Company or an Affiliated  Employer comprising
at least 20 hours per week; or

         (e)      the date of the dissolution or liquidation of the Company.

     4. No Assignment of Rights.  Except for assignments or transfers by will or
the applicable laws of descent and distribution, your rights and interests under
this  Agreement and the Plan may not be assigned or  transferred  in whole or in
part either  directly or by operation  of law or  otherwise,  including  without
limitation  by  way of  execution,  levy,  garnishment,  attachment,  pledge  or
bankruptcy,  and no such  rights or  interests  shall be  subject to any of your
obligations or liabilities.

     5. Exercise of Option;  Delivery and Deposit of Certificate(s).  You (or in
the case of your death, your legal  representative)  may exercise the Option (to
the extent the Option Shares have vested) in whole or in part by giving  written
notice  to the  Company  on the form  provided  by the  Company  (the  "Exercise
Notice") prior to the Option  Termination Date,  accompanied by full payment for
the Option Shares being  purchased (a) in cash or by certified or bank cashier's
check  payable to the order of the Company,  in an amount equal to the number of
Option Shares being  purchased  multiplied by the Exercise Price (the "Aggregate
Exercise Price"),  (b) in unrestricted shares of the Company's Common Stock (the
"Tendered  Shares") with a market value equal to the Aggregate Exercise Price or
(c) any  combination  of cash,  certified  or bank  cashier's  check or Tendered
Shares  having a total value equal to the Aggregate  Exercise  Price (such cash,
check or  Tendered  Shares with such value  being  referred to as the  "Exercise
Consideration").  However,  Tendered Shares that were acquired directly from the
Company may be surrendered as all or part of the Exercise  Consideration only if
you shall have acquired  such Tendered  Shares more than six months prior to the
date of exercise. Receipt by the Company of the Exercise Notice and the Exercise
Consideration  shall constitute the exercise of the Option or a part thereof. As
soon as reasonably practicable thereafter, the Company shall deliver or cause to
be delivered to you a certificate  or  certificates  representing  the number of
Option Shares purchased, registered in your name.

     6. Rights With  Respect to Option  Shares.  Prior to the date the Option is
exercised,  you shall not be deemed for any purpose to be a  stockholder  of the
Company with respect to any of the Option Shares.  Upon initial  issuance to you
of a certificate or  certificates  representing  Option  Shares,  you shall have
ownership  of such  Option  Shares,  including  the  right to vote  and  receive
dividends,  subject,  however, to the other restrictions and limitations imposed


                                       3
<PAGE>

thereon  pursuant  to the  Plan  and  this  Agreement  and  which  may be now or
hereafter  imposed by the  Certificate  of  Incorporation  or the By-Laws of the
Company.

     7. Dilution and Other Adjustments.  In the event of a stock dividend, stock
split or combination of shares, or other distribution with respect to holders of
Common Stock other than normal cash dividends,  occurring after the date of this
Agreement  and  prior  to the  exercise  in full of the  Option,  the  committee
appointed  by the  Company's  Board of  Directors  to  administer  the Plan (the
"Committee")  shall  make  appropriate  adjustments  to the number of shares for
which the Option may be exercised and the Exercise Price for the Option.  In the
event of any  recapitalization,  merger or consolidation  involving the Company,
any transaction in which the Company becomes a subsidiary of another entity, any
sale or other  disposition of all or a substantial  portion of the assets of the
Company or any similar transaction,  as determined by the Committee, (any of the
foregoing,  a "covered  transaction")  occuring while the option is outstanding,
the Committee in its discretion may (i)  accelerate  the  exercisability  of the
Option,  or (ii) adjust the terms of the Option (whether or not in a manner that
complies with the requirements of Section 424(a) of the Internal Revenue Code of
1986,  as amended  (the  "Code")),  or (iii) if there is a survivor  or acquiror
entity, provide for the assumption of the Option by such survivor or acquiror or
an affiliate thereof or for the grant of one or more replacement options by such
survivor or acquiror or an affiliate thereof,  in each case on such terms (which
may, but need not,  comply with the  requirements of Section 424(a) of the Code)
as the Committee may determine, or (iv) terminate the Option (provided,  that if
the Committee terminates the Option, it shall, in connection  therewith,  either
(A) accelerate the  exercisability of the Option prior to such  termination,  or
(B) provide for a payment to the holder of the Option of cash or other  property
or a combination of cash or other property in an amount reasonably determined by
the  Committee  to  approximate  the value of the Option  assuming  an  exercise
immediately prior to the transaction,  or (C) if there is a survivor or acquiror
entity,  provide for the grant of one or more  replacement  options  pursuant to
clasue  (iii)  above),  or (v) provide for none of, or any  combination  of, the
foregoing.  No fraction of a share or fractional  shares shall be purchasable or
deliverable under this Agreement.

     8. Reservation of Shares. The Company shall at all times during the term of
this  Agreement  reserve and keep  available such number of shares of the Common
Stock as will be sufficient to satisfy the  requirements  of this  Agreement and
shall  pay  all  fees  and  expenses  necessarily  incurred  by the  Company  in
connection with this Agreement and the issuance of Option Shares.

     9. Taxes.  If the  Company,  in its sole  discretion,  determines  that the
Company or any  subsidiary  of the Company or any other  person has  incurred or
will incur any liability to withhold any federal, state or local income or other
taxes by reason of the grant of the Option, the issuance of Option Shares to you
upon the  exercise  thereof  or the lapse of any  restrictions  upon the  Option
Shares,  you will,  promptly  upon  demand  therefor  by the Company or any such
subsidiary  of the  Company,  pay to the Company or such  subsidiary  any amount
requested by it for the purpose of satisfying such  liability.  If the amount so
requested is not paid promptly, the Company may refuse to permit the issuance to
you of Option Shares and may,  without further consent by you, have the right to
deduct  such  taxes  from any  payment  of any kind  otherwise  due to you,  the
Optionee,  including  but not  limited  to,  the hold back from the shares to be


                                       4
<PAGE>

delivered  pursuant  to  Section 5 of this  Agreement  of that  number of shares
calculated  to satisfy  all  federal,  state,  local or other  applicable  taxes
required to be withheld in connection with such exercise.

         You may satisfy the minimum statutory withholding tax requirement (the
"Obligation") arising from exercise of all or a part of the Option by making an
election (an "Election") to have the Company withhold from the number of shares
to be issued upon exercise of the Option, or to otherwise tender to the Company,
that number of shares of Common Stock having a value equal to the amount of the
Obligation. The value of the shares to be withheld or tendered shall be based
upon the closing price of the Common Stock on the New York Stock Exchange on the
date that the amount of the Obligation shall be determined (the "Tax Date").
Each Election must be made at the time the Option is exercised or the Tax Date,
whichever is later. The Committee may disapprove of any Election or may suspend
or terminate the right to make Elections. An Election is irrevocable.

     10.  Determination  of Rights.  Any dispute or disagreement  that may arise
under or as a result  of or  pursuant  to the  Plan or this  Agreement  shall be
determined  by the committee  appointed by the  Company's  Board of Directors to
administer the Plan (the "Committee"),  in its sole discretion, and any decision
made by the  Committee in good faith shall be  conclusive  on all  parties.  The
interpretation  and  construction  by the Committee of any provision of, and the
determination  of any question arising under,  this Agreement,  the Plan, or any
rule or regulation adopted pursuant to the Plan, shall be final and conclusive.

     11. Limitation of Employment  Rights.  The Option confers upon you no right
to continue in the employ of the Company or an Affiliated Employer or interferes
in any way with the right of the Company or an Affiliated  Employer to terminate
your employment at any time.

     12. Communications. Any communication or notice required or permitted to be
given under this  Agreement  shall be in writing,  and mailed by  registered  or
certified  mail or  delivered  in hand,  if to the  Company to its Stock  Option
Manager c/o Thermo Electron Corporation,  81 Wyman Street, Post Office Box 9046,
Waltham,  Massachusetts 02454-9046, and if to you, to the address you shall last
have  furnished  to the Company,  or such other  address,  in each case,  as the
addressee shall have last provided in writing to the communicating party.

                                       5
<PAGE>

                                                                       Exhibit B

                          EXECUTIVE RETENTION AGREEMENT


     THIS  AGREEMENT  by and between  THERMO  ELECTRON  CORPORATION,  a Delaware
corporation (the "Company"),  and Marc N. Casper (the "Executive") is made as of
November 26, 2001 (the "Effective Date").

     WHEREAS,   the  Company   recognizes   that,  as  is  the  case  with  many
publicly-held  corporations,  the  possibility  of a change  in  control  of the
Company  exists and that such  possibility,  and the  uncertainty  and questions
which  it may  raise  among  key  personnel,  may  result  in the  departure  or
distraction   of  key  personnel  to  the  detriment  of  the  Company  and  its
stockholders; and

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that appropriate  steps should be taken to reinforce and encourage the continued
employment  and  dedication of the Company's key personnel  without  distraction
from the  possibility  of a change in control of the Company and related  events
and circumstances.

     NOW, THEREFORE,  as an inducement for and in consideration of the Executive
remaining in its employ, the Company agrees that the Executive shall receive the
severance  benefits  set forth in this  Agreement  in the event the  Executive's
employment  with the Company is  terminated  under the  circumstances  described
below subsequent to a Change in Control (as defined in Section 1.1).

     1. Key Definitions.

     As used herein,  the following  terms shall have the  following  respective
meanings:

          1.1 "Change in Control"  means an event or occurrence set forth in any
one or more of  subsections  (a)  through  (d)  below  (including  an  event  or
occurrence  that  constitutes a Change in Control under one of such  subsections
but is specifically exempted from another such subsection):

               (a) the acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934,
as amended (the  "Exchange  Act")) (a "Person") of  beneficial  ownership of any
capital  stock  of  the  Company  if,  after  such   acquisition,   such  Person
beneficially  owns  (within  the  meaning  of Rule 13d-3  promulgated  under the
Exchange  Act) 40% or more of either (i) the  then-outstanding  shares of common
stock of the  Company  (the  "Outstanding  Company  Common  Stock")  or (ii) the
combined voting power of the then-outstanding securities of the Company entitled
to vote generally in the election of directors (the "Outstanding  Company Voting
Securities");  provided,  however, that for purposes of this subsection (a), the
following  acquisitions  shall  not  constitute  a Change  in  Control:  (i) any
acquisition by the Company,  (ii) any  acquisition by any employee  benefit plan
(or related  trust)  sponsored or maintained  by the Company or any  corporation

                                       1
<PAGE>

controlled by the Company, or (iii) any acquisition by any corporation  pursuant
to a transaction  which  complies with clauses (i) and (ii) of subsection (c) of
this Section 1.1; or

               (b) such time as the  Continuing  Directors (as defined below) do
not  constitute  a  majority  of the  Board  (or,  if  applicable,  the Board of
Directors of a successor corporation to the Company), where the term "Continuing
Director"  means at any date a member  of the  Board (i) who was a member of the
Board on the date of the  execution of this  Agreement or (ii) who was nominated
or elected  subsequent  to such date by at least a majority of the directors who
were  Continuing  Directors at the time of such  nomination or election or whose
election to the Board was  recommended or endorsed by at least a majority of the
directors  who  were  Continuing  Directors  at the time of such  nomination  or
election;  provided, however, that there shall be excluded from this clause (ii)
any  individual  whose initial  assumption of office  occurred as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened  solicitation of proxies or consents, by
or on behalf of a person other than the Board; or

               (c) the consummation of a merger, consolidation,  reorganization,
recapitalization  or statutory share exchange involving the Company or a sale or
other  disposition of all or  substantially  all of the assets of the Company in
one or a series of transactions (a "Business Combination"),  unless, immediately
following  such Business  Combination,  each of the following two  conditions is
satisfied: (i) all or substantially all of the individuals and entities who were
the beneficial  owners of the  Outstanding  Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to  such  Business  Combination
beneficially own, directly or indirectly,  more than 60% of the then-outstanding
shares of common  stock and the combined  voting  power of the  then-outstanding
securities   entitled  to  vote   generally  in  the   election  of   directors,
respectively,  of the  resulting  or  acquiring  corporation  in  such  Business
Combination (which shall include,  without limitation,  a corporation which as a
result  of  such  transaction  owns  the  Company  or  substantially  all of the
Company's  assets  either  directly or through one or more  subsidiaries)  (such
resulting  or  acquiring  corporation  is referred  to herein as the  "Acquiring
Corporation")  in  substantially   the  same  proportions  as  their  ownership,
immediately  prior to such  Business  Combination,  of the  Outstanding  Company
Common Stock and Outstanding Company Voting Securities,  respectively;  and (ii)
no Person (excluding the Acquiring  Corporation or any employee benefit plan (or
related  trust)  maintained  or  sponsored  by the  Company or by the  Acquiring
Corporation) beneficially owns, directly or indirectly,  40% or more of the then
outstanding  shares  of common  stock of the  Acquiring  Corporation,  or of the
combined  voting power of the  then-outstanding  securities of such  corporation
entitled to vote generally in the election of directors; or

               (d)  approval  by the  stockholders  of the Company of a complete
liquidation or dissolution of the Company.

          1.2 "Change in Control  Date" means the first date during the Term (as
defined  in Section 2) on which a Change in  Control  occurs.  Anything  in this


                                       2
<PAGE>


Agreement to the contrary  notwithstanding,  if (a) a Change in Control  occurs,
(b) the Executive's  employment with the Company is terminated prior to the date
on which the Change in Control occurs, and (c) it is reasonably  demonstrated by
the Executive  that such  termination  of employment (i) was at the request of a
third  party who has taken  steps  reasonably  calculated  to effect a Change in
Control or (ii)  otherwise  arose in  connection  with or in  anticipation  of a
Change in  Control,  then for all  purposes  of this  Agreement  the  "Change in
Control  Date"  shall  mean  the  date  immediately  prior  to the  date of such
termination of employment.

          1.3  "Cause"  means the  Executive's  willful  engagement  in  illegal
conduct or gross misconduct after the Change in Control Date which is materially
and demonstrably  injurious to the Company. For purposes of this Section 1.3, no
act or failure to act by the Executive shall be considered  "willful"  unless it
is done, or omitted to be done, in bad faith and without  reasonable belief that
the Executive's action or omission was in the best interests of the Company.

          1.4  "Good  Reason"  means the  occurrence,  without  the  Executive's
written consent,  of any of the events or circumstances set forth in clauses (a)
through  (g)  below.  Notwithstanding  the  occurrence  of  any  such  event  or
circumstance,  such occurrence shall not be deemed to constitute Good Reason if,
prior to the Date of Termination specified in the Notice of Termination (each as
defined in Section 3.2(a)) given by the Executive in respect thereof, such event
or  circumstance  has been fully corrected and the Executive has been reasonably
compensated for any losses or damages  resulting  therefrom  (provided that such
right of  correction  by the  Company  shall only  apply to the first  Notice of
Termination for Good Reason given by the Executive).

               (a) the assignment to the Executive of duties inconsistent in any
material  respect with the  Executive's  position  (including  status,  offices,
titles and  reporting  requirements),  authority or  responsibilities  in effect
immediately  prior to the  earliest to occur of (i) the Change in Control  Date,
(ii) the date of the execution by the Company of the initial  written  agreement
or  instrument  providing  for the  Change in  Control  or (iii) the date of the
adoption by the Board of Directors of a resolution  providing  for the Change in
Control  (with the  earliest  to occur of such dates  referred  to herein as the
"Measurement  Date") or a material  diminution  in such  position,  authority or
responsibilities;

               (b) a  reduction  in the  Executive's  annual  base  salary as in
effect on the Measurement Date or as the same was or may be increased thereafter
from time to time;

               (c) the  failure  by the  Company to (i)  continue  in effect any
material  compensation or benefit plan or program  (including without limitation
any life  insurance,  medical,  health and accident or  disability  plan and any
vacation  or  automobile  program  or policy)  (a  "Benefit  Plan") in which the
Executive participates or which is applicable to the Executive immediately prior
to the Measurement Date, unless an equitable arrangement (embodied in an ongoing
substitute  or  alternative  plan) has been made  with  respect  to such plan or
program,  (ii)  continue  the  Executive's  participation  therein  (or in  such
substitute or alternative  plan) on a basis not  materially  less favorable than


                                       3
<PAGE>


the basis existing  immediately  prior to the Measurement  Date (iii) award cash
bonuses to the  Executive  in amounts and in a manner  substantially  consistent
with past  practice  in light of the  Company's  financial  performance  or (iv)
continue to provide any material fringe benefit enjoyed by Executive immediately
prior to the Measurement Date;

               (d) a  change  by  the  Company  in the  location  at  which  the
Executive performs his or her principal duties for the Company to a new location
that is both (i)  outside a radius of 50 miles  from the  Executive's  principal
residence  immediately prior to the Measurement Date and (ii) more than 30 miles
from the location at which the Executive  performed his or her principal  duties
for the Company  immediately  prior to the Measurement Date; or a requirement by
the Company that the  Executive  travel on Company  business to a  substantially
greater extent than required immediately prior to the Measurement Date;

               (e) the failure of the Company to obtain the  agreement  from any
successor  to the  Company  to assume and agree to perform  this  Agreement,  as
required by Section 6.1;

               (f) a purported  termination of the Executive's  employment which
is not effected pursuant to a Notice of Termination  satisfying the requirements
of Section 3.2(a); or

               (g) any failure of the Company to pay or provide to the Executive
any portion of the  Executive's  compensation  or benefits due under any Benefit
Plan within seven days of the date such compensation or benefits are due, or any
material  breach by the Company of this  Agreement or any  employment  agreement
with the Executive.

     The  Executive's  right to terminate his or her  employment for Good Reason
shall not be affected by the  Executive's  incapacity  due to physical or mental
illness.

     1.5  "Disability"   means  the  Executive's   absence  from  the  full-time
performance  of the  Executive's  duties with the  Company  for 180  consecutive
calendar days as a result of incapacity due to mental or physical  illness which
is determined  to be total and permanent by a physician  selected by the Company
or its  insurers  and  acceptable  to the  Executive  or the  Executive's  legal
representative.

     2. Term of Agreement. This Agreement, and all rights and obligations of the
parties  hereunder,  shall take effect upon the Effective  Date and shall expire
upon the first to occur of (a) the  expiration of the Term (as defined below) if
a Change in Control  has not  occurred  during the Term,  (b) the date 18 months
after the Change in Control  Date,  if the  Executive  is still  employed by the
Company as of such later date, or (c) the  fulfillment  by the Company of all of
its obligations under Sections 4 and 5.2 if the Executive's  employment with the


                                       4
<PAGE>

Company terminates within 18 months following the Change in Control Date. "Term"
shall mean the period  commencing  as of the  Effective  Date and  continuing in
effect through December 31, 2003; provided,  however, that commencing on January
1, 2003 and each January 1, thereafter, the Term shall be automatically extended
for one  additional  year unless,  not later than 90 days prior to the scheduled
expiration of the Term (or any extension thereof),  the Company shall have given
the Executive written notice that the Term will not be extended.

     3. Employment Status; Termination Following Change in Control.


          3.1 Not an Employment Contract.  The Executive  acknowledges that this
Agreement  does not constitute a contract of employment or impose on the Company
any  obligation to retain the  Executive as an employee and that this  Agreement
does not prevent the Executive from  terminating  employment at any time. If the
Executive's   employment  with  the  Company   terminates  for  any  reason  and
subsequently  a Change  in  Control  shall  occur,  the  Executive  shall not be
entitled to any  benefits  hereunder  except as otherwise  provided  pursuant to
Section 1.2.

          3.2 Termination of Employment.

               (a) If the Change in Control  Date  occurs  during the Term,  any
termination  of the  Executive's  employment  by the Company or by the Executive
within 18 months  following  the Change in Control  Date  (other than due to the
death of the Executive)  shall be  communicated by a written notice to the other
party hereto (the "Notice of Termination"),  given in accordance with Section 7.
Any Notice of Termination shall: (i) indicate the specific termination provision
(if any) of this Agreement relied upon by the party giving such notice,  (ii) to
the  extent   applicable,   set  forth  in  reasonable   detail  the  facts  and
circumstances  claimed to  provide a basis for  termination  of the  Executive's
employment  under the  provision  so  indicated  and (iii)  specify  the Date of
Termination (as defined below). The effective date of an employment  termination
(the "Date of Termination") shall be the close of business on the date specified
in the Notice of  Termination  (which  date may not be less than 15 days or more
than 120 days after the date of delivery of such Notice of Termination),  in the
case of a termination  other than one due to the Executive's  death, or the date
of the Executive's  death, as the case may be. In the event the Company fails to
satisfy the  requirements  of Section 3.2(a)  regarding a Notice of Termination,
the purported termination of the Executive's  employment pursuant to such Notice
of Termination shall not be effective for purposes of this Agreement.

               (b) The failure by the  Executive  or the Company to set forth in
the  Notice of  Termination  any fact or  circumstance  which  contributes  to a
showing of Good  Reason or Cause shall not waive any right of the  Executive  or
the Company,  respectively,  hereunder or preclude the Executive or the Company,
respectively,  from  asserting  any such fact or  circumstance  in enforcing the
Executive's or the Company's rights hereunder.

                                       5
<PAGE>


               (c) Any Notice of Termination for Cause given by the Company must
be given within 90 days of the  occurrence  of the  event(s) or  circumstance(s)
which  constitute(s)  Cause.  Prior to any Notice of Termination for Cause being
given (and prior to any  termination for Cause being  effective),  the Executive
shall be entitled to a hearing  before the Board of  Directors of the Company at
which the  Executive's  may, at the  Executive's  election,  be  represented  by
counsel and at which the  Executive  shall have a reasonable  opportunity  to be
heard.  Such hearing shall be held on not less than 15 days prior written notice
to the  Executive  stating the Board of  Directors'  intention to terminate  the
Executive  for  Cause  and  stating  in  detail  the   particular   event(s)  or
circumstance(s)  which the Board of  Directors  believes  constitutes  Cause for
termination.

               (d) Any  Notice  of  Termination  for  Good  Reason  given by the
Executive  must be given  within 90 days of the  occurrence  of the  event(s) or
circumstance(s) which constitute(s) Good Reason.

     4. Benefits to Executive.

               4.1 Stock  Acceleration.  If the  Change in Control  Date  occurs
during the Term,  then,  effective  upon the Change in  Control  Date,  (a) each
outstanding option to purchase shares of Common Stock of the Company held by the
Executive  shall become  immediately  exercisable  in full and will no longer be
subject  to a right  of  repurchase  by the  Company  and (b)  each  outstanding
restricted  stock award shall be deemed to be fully vested and will no longer be
subject to a right of repurchase by the Company.

               4.2 Compensation. If the Change in Control Date occurs during the
Term and the Executive's employment with the Company terminates within 18 months
following  the Change in Control Date,  the  Executive  shall be entitled to the
following benefits:

               (a)  Termination  Without  Cause  or  for  Good  Reason.  If  the
Executive's employment with the Company is terminated by the Company (other than
for Cause,  Disability  or Death) or by the  Executive for Good Reason within 18
months  following  the  Change in  Control  Date,  then the  Executive  shall be
entitled to the following benefits:

                    (i) the Company  shall pay to the Executive in a lump sum in
cash within 30 days after the Date of Termination the aggregate of the following
amounts:

                         (1) the sum of (A) the Executive's  base salary through
the Date of Termination, (B) the product of (x) the annual bonus paid or payable
(including any bonus or portion  thereof which has been earned but deferred) for
the most  recently  completed  fiscal year and (y) a fraction,  the numerator of
which is the  number of days in the  current  fiscal  year  through  the Date of
Termination,  and the  denominator  of  which is 365 and (C) the  amount  of any
compensation  previously  deferred by the Executive  (together  with any accrued

                                       6
<PAGE>


interest or earnings  thereon) and any accrued vacation pay, in each case to the
extent not  previously  paid (the sum of the amounts  described  in clauses (A),
(B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and

                         (2) the amount equal to the sum of (x) the  Executive's
highest  annual  base  salary in any  twelve-month  period (on a rolling  basis)
during the  five-year  period  prior to the  Change in Control  Date and (y) the
Executive's highest annual bonus in any twelve-month period (on a rolling basis)
during the five-year period prior to the Change in Control Date.

                    (ii) for one year  after  the Date of  Termination,  or such
longer period as may be provided by the terms of the appropriate plan,  program,
practice  or policy,  the  Company  shall  continue  to provide  benefits to the
Executive  and the  Executive's  family at least equal to those which would have
been provided to them if the Executive's employment had not been terminated,  in
accordance with the applicable  Benefit Plans in effect on the Measurement  Date
or, if more  favorable to the Executive and the  Executive's  family,  in effect
generally at any time  thereafter  with respect to other peer  executives of the
Company and its affiliated companies;  provided,  however, that if the Executive
becomes reemployed with another employer and is eligible to receive a particular
type of benefits (e.g.,  health insurance  benefits) from such employer on terms
at least as favorable to the Executive and the Executive's family as those being
provided by the Company, then the Company shall no longer be required to provide
those particular benefits to the Executive and the Executive's family;

                    (iii) to the extent not  previously  paid or  provided,  the
Company  shall  timely  pay or  provide to the  Executive  any other  amounts or
benefits  required to be paid or provided or which the  Executive is eligible to
receive  following the  Executive's  termination  of employment  under any plan,
program,  policy,  practice,  contract  or  agreement  of the  Company  and  its
affiliated  companies  (such other  amounts and  benefits  shall be  hereinafter
referred to as the "Other Benefits"); and

                    (iv) for purposes of  determining  eligibility  (but not the
time of commencement of benefits) of the Executive for retiree benefits to which
the Executive is entitled,  the  Executive  shall be considered to have remained
employed by the Company until one year after the Date of Termination.

               (b)  Resignation  without Good Reason;  Termination  for Death or
Disability.  If the Executive voluntarily  terminates his or her employment with
the Company within 18 months  following the Change in Control Date,  excluding a
termination for Good Reason,  or if the Executive's  employment with the Company
is terminated by reason of the Executive's  death or Disability within 18 months
following  the  Change  in  Control  Date,  then the  Company  shall (i) pay the
Executive (or the  Executive's  estate,  if  applicable),  in a lump sum in cash
within 30 days after the Date of Termination,  the Accrued  Obligations and (ii)
timely pay or provide to the Executive the Other Benefits.

                                       7
<PAGE>

               (c)  Termination  for  Cause.  If  the  Company   terminates  the
Executive's employment with the Company for Cause within 18 months following the
Change in Control Date, then the Company shall (i) pay the Executive,  in a lump
sum in cash  within 30 days  after the Date of  Termination,  the sum of (A) the
Executive's  annual base  salary  through  the Date of  Termination  and (B) the
amount of any compensation previously deferred by the Executive, in each case to
the extent not previously  paid, and (ii) timely pay or provide to the Executive
the Other Benefits.

          4.3 Taxes.

               (a)  In the  event  that  the  Company  undergoes  a  "Change  in
Ownership or Control" (as defined below), and thereafter,  the Executive becomes
eligible to receive  "Contingent  Compensation  Payments" (as defined below) the
Company shall, as soon as administratively  feasible after the Executive becomes
so eligible determine and notify the Executive (with reasonable detail regarding
the basis for its  determinations)  (i) which of the payments or benefits due to
the  Executive   following  such  Change  in  Ownership  or  Control  constitute
Contingent  Compensation  Payments,  (ii) the amount,  if any, of the excise tax
(the "Excise Tax") payable pursuant to Section 4999 of the Internal Revenue Code
of 1986,  as  amended  (the  "Code"),  by the  Executive  with  respect  to such
Contingent  Compensation  Payment and (iii) the amount of the "Gross-Up Payment"
(as  defined  below)  due to the  Executive  with  respect  to  such  Contingent
Compensation  Payment.  Within  30 days  after  delivery  of such  notice to the
Executive, the Executive shall deliver a response to the Company (the "Executive
Response")  stating  either (A) that the  Executive  agrees  with the  Company's
determination  pursuant  to the  preceding  sentence  or (B) that the  Executive
disagrees with such  determination,  in which case the Executive  shall indicate
which  payment  and/or  benefits  should  be   characterized   as  a  Contingent
Compensation  Payment,  the  amount  of the  Excise  Tax  with  respect  to such
Contingent  Compensation  Payment and the amount of the Gross-Up  Payment due to
the  Executive  with respect to such  Contingent  Compensation  Payment.  If the
Executive  states in the Executive  Response that the Executive  agrees with the
Company's  determination,  the Company  shall make the  Gross-Up  Payment to the
Executive  within three business days  following  delivery to the Company of the
Executive  Response.  If the Executive states in the Executive Response that the
Executive disagrees with the Company's  determination,  then, for a period of 15
days following delivery of the Executive Response, the Executive and the Company
shall use good faith  efforts to resolve  such  dispute.  If such dispute is not
resolved within such 15-day period, such dispute shall be settled exclusively by
arbitration  in  Boston,  Massachusetts,  in  accordance  with the  rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having  jurisdiction.  The Company shall, within
three business days following delivery to the Company of the Executive Response,
make to the Executive  those  Gross-Up  Payments as to which there is no dispute
between the Company and the Executive regarding whether they should be made. The
balance of the  Gross-Up  Payments  shall be made  within  three  business  days
following the resolution of such dispute.  The amount of any payments to be made
to the Executive  following the resolution of such dispute shall be increased by


                                       8
<PAGE>

the amount of the accrued  interest thereon computed at the prime rate announced
from time to time by The Wall Street  Journal  compounded  monthly from the date
that such payments originally were due. In the event that the Executive fails to
deliver an Executive  Response on or before the  required  date,  the  Company's
initial determination shall be final.

               (b) For purposes of this Section 4.3, the  following  terms shall
have the following respective meanings:

                    (i) "Change in Ownership or Control"  shall mean a change in
the  ownership  or  effective  control of the Company or in the  ownership  of a
substantial  portion of the assets of the Company  determined in accordance with
Section 280G(b)(2) of the Code.

                    (ii)  "Contingent   Compensation  Payment"  shall  mean  any
payment (or benefit) in the nature of compensation that is made or supplied to a
"disqualified  individual"  (as defined in Section 280G(c) of the Code) and that
is contingent (within the meaning of Section  280G(b)(2)(A)(i) of the Code) on a
Change in Ownership or Control of the Company.

                    (iii)  "Gross-Up  Payment" shall mean an amount equal to the
sum of (i) the amount of the Excise Tax  payable  with  respect to a  Contingent
Compensation  Payment and (ii) the amount  necessary to pay all additional taxes
imposed on (or economically borne by) the Executive (including the Excise Taxes,
state  and  federal   income  taxes  and  all  applicable   withholding   taxes)
attributable  to the  receipt of such  Gross-Up  Payment.  For  purposes  of the
preceding  sentence,  all taxes  attributable  to the  receipt  of the  Gross-Up
Payment  shall be computed  assuming  the  application  of the maximum tax rates
provided by law.

          4.4 Outplacement Services. In the event the Executive is terminated by
the  Company  (other  than for Cause,  Disability  or Death),  or the  Executive
terminates  employment for Good Reason, within 18 months following the Change in
Control Date,  the Company shall provide  outplacement  services  through one or
more outside  firms of the  Executive's  choosing up to an aggregate of $15,000,
with such  services to extend until the earlier of (i) 12 months  following  the
termination  of  Executive's  employment or (ii) the date the Executive  secures
full time employment.

          4.5  Mitigation.  The Executive  shall not be required to mitigate the
amount of any  payment or  benefits  provided  for in this  Section 4 by seeking
other  employment  or  otherwise.   Further,   except  as  provided  in  Section
4.2(a)(ii), the amount of any payment or benefits provided for in this Section 4
shall not be reduced by any compensation  earned by the Executive as a result of
employment by another employer,  by retirement  benefits,  by offset against any
amount claimed to be owed by the Executive to the Company or otherwise.


                                       9
<PAGE>

     5. Disputes.


          5.1 Settlement of Disputes;  Arbitration.  All claims by the Executive
for benefits  under this  Agreement  shall be directed to and  determined by the
Board of  Directors  of the Company  and shall be in writing.  Any denial by the
Board of  Directors  of a claim  for  benefits  under  this  Agreement  shall be
delivered to the  Executive in writing and shall set forth the specific  reasons
for the denial and the specific  provisions of this  Agreement  relied upon. The
Board of Directors shall afford a reasonable  opportunity to the Executive for a
review of the  decision  denying a claim.  Any  further  dispute or  controversy
arising under or in connection with this Agreement shall be settled  exclusively
by arbitration  in Boston,  Massachusetts,  in accordance  with the rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction.

          5.2  Expenses.  The  Company  agrees to pay as  incurred,  to the full
extent permitted by law, all legal, accounting and other fees and expenses which
the  Executive  may  reasonably  incur  as a  result  of any  claim  or  contest
(regardless  of the outcome  thereof) by the  Company,  the  Executive or others
regarding the validity or  enforceability  of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive  regarding the amount of any payment or benefits
pursuant to this  Agreement),  plus in each case interest on any delayed payment
at the  applicable  Federal rate  provided for in Section  7872(f)(2)(A)  of the
Code.

     6. Successors.

          6.1  Successor to Company.  The Company  shall  require any  successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially  all of the business or assets of the Company  expressly to
assume and agree to perform  this  Agreement to the same extent that the Company
would be required to perform it if no such  succession had taken place.  Failure
of the  Company to obtain an  assumption  of this  Agreement  at or prior to the
effectiveness  of any  succession  shall be a breach of this Agreement and shall
constitute Good Reason if the Executive elects to terminate  employment,  except
that for  purposes of  implementing  the  foregoing,  the date on which any such
succession becomes effective shall be deemed the Date of Termination. As used in
this  Agreement,  "Company"  shall mean the  Company  as  defined  above and any
successor  to its business or assets as  aforesaid  which  assumes and agrees to
perform this Agreement, by operation of law or otherwise.

          6.2 Successor to Executive.  This Agreement shall inure to the benefit
of and be  enforceable  by the  Executive's  personal or legal  representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees. If the Executive should die while any amount would still be payable to
the Executive or the Executive's family hereunder if the Executive had continued
to live, all such amounts,  unless otherwise  provided herein,  shall be paid in
accordance  with  the  terms  of  this  Agreement  to  the  executors,  personal
representatives or administrators of the Executive's estate.

                                       10
<PAGE>

     7.  Notice.  All  notices,  instructions  and  other  communications  given
hereunder  or in  connection  herewith  shall be in  writing.  Any such  notice,
instruction or communication shall be sent either (i) by registered or certified
mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable
nationwide  overnight courier service, in each case addressed to the Company, at
81 Wyman Street, Waltham,  Massachusetts and to the Executive at the Executive's
principal  residence as currently reflected on the Company's records (or to such
other address as either the Company or the  Executive may have  furnished to the
other in  writing in  accordance  herewith).  Any such  notice,  instruction  or
communication shall be deemed to have been delivered five business days after it
is sent by registered  or certified  mail,  return  receipt  requested,  postage
prepaid,  or one  business  day  after  it is sent  via a  reputable  nationwide
overnight  courier  service.  Either party may give any notice,  instruction  or
other  communication  hereunder  using  any  other  means,  but no such  notice,
instruction or other  communication  shall be deemed to have been duly delivered
unless and until it actually is received by the party for whom it is intended.

     8. Miscellaneous.


          8.1 Severability.  The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or  enforceability  of any other
provision of this Agreement, which shall remain in full force and effect.

          8.2 Injunctive  Relief.  The Company and the Executive  agree that any
breach of this  Agreement  by the  Company  is  likely  to cause  the  Executive
substantial  and  irrevocable  damage  and  therefore,  in the event of any such
breach, in addition to such other remedies which may be available, the Executive
shall have the right to specific performance and injunctive relief.

          8.3 Governing  Law. The  validity,  interpretation,  construction  and
performance  of this  Agreement  shall be governed by the  internal  laws of the
Commonwealth of Massachusetts, without regard to conflicts of law principles.

          8.4 Waivers.  No waiver by the Executive at any time of any breach of,
or  compliance  with,  any  provision  of this  Agreement to be performed by the
Company  shall  be  deemed  a  waiver  of that  or any  other  provision  at any
subsequent time.

          8.5 Counterparts. This Agreement may be executed in counterparts, each
of which  shall be deemed to be an  original  but both of which  together  shall
constitute one and the same instrument.

          8.6 Tax Withholding. Any payments provided for hereunder shall be paid
net of any applicable  tax  withholding  required under federal,  state or local
law.

          8.7 Entire  Agreement.  This Agreement sets forth the entire agreement
of the parties  hereto in respect of the  subject  matter  contained  herein and
supersedes   all   prior   agreements,   promises,   covenants,    arrangements,
communications,  representations or warranties,  whether oral or written, by any


                                       11
<PAGE>

officer,  employee  or  representative  of any party  hereto in  respect  of the
subject matter contained  herein;  and any prior agreement of the parties hereto
in respect of the  subject  matter  contained  herein is hereby  terminated  and
cancelled.

          8.8  Amendments.  This  Agreement may be amended or modified only by a
written instrument executed by both the Company and the Executive.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first set forth above.


                                THERMO ELECTRON CORPORATION


                                By:     /s/ Seth H. Hoogasian
                                        ---------------------------------
                                Name:   Seth H. Hoogasian
                                Title:  Vice President, General Counsel and
                                        Secretary

                                EXECUTIVE


                                /s/ Marc N. Casper
                                -----------------------------------
                                Marc N. Casper



                                       11
<PAGE>
                                                                       Exhibit C
                           THERMO ELECTRON CORPORATION

                            INDEMNIFICATION AGREEMENT


     This Agreement,  made and entered into as of the 26th day of November 2001,
("Agreement"),   by  and  between  Thermo  Electron   Corporation,   a  Delaware
corporation (the "Company"), and Marc N. Casper ("Indemnitee"):

     WHEREAS,  highly  competent  persons are becoming  more  reluctant to serve
publicly-held  corporations as directors or in other capacities  unless they are
provided with adequate protection through insurance or adequate  indemnification
against inordinate risks of claims and actions against them arising out of their
service to, and activities on behalf of, the corporation;

     WHEREAS,  uncertainties  relating to the continued availability of adequate
directors and officers  liability  insurance ("D&O Insurance") and uncertainties
relating to  indemnification  have  increased the  difficulty of attracting  and
retaining such persons;

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that the  difficulty in attracting  and retaining such persons is detrimental to
the best interests of the Company's stockholders and that the Company should act
to assure such persons that there will be increased certainty of such protection
in the future;

     WHEREAS,  it is  reasonable,  prudent  and  necessary  for the  Company  to
obligate itself  contractually to indemnify such persons so that they will serve
or continue to serve the Company  free from undue  concern that they will not be
so indemnified;

     WHEREAS,  Indemnitee is willing to serve,  continue to serve and/or take on
additional  service for or on behalf of the Company on the condition  that he or
she be so indemnified and that such indemnification be so guaranteed;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  covenants
contained  herein,  the Company and  Indemnitee do hereby  covenant and agree as
follows:

     1. Services by Indemnitee.  Indemnitee agrees to serve or continue to serve
as a director or officer of the  Company.  This  Agreement  shall not impose any
obligation on Indemnitee or the Company to continue  Indemnitee's  position with
the Company beyond any period otherwise applicable.

     2. Indemnity.  The Company shall indemnify,  and shall advance Expenses (as
hereinafter  defined) to,  Indemnitee  as provided in this  Agreement and to the
fullest extent permitted by law.

     3. General.  Indemnitee shall be entitled to the rights of  indemnification
provided  in this  Section 3 if, by reason of his or her  Corporate  Status  (as
hereinafter defined), Indemnitee is, or is threatened to be made, a party to any
threatened, pending, or completed action, suit, arbitration, alternative dispute

<PAGE>

resolution proceeding, investigation, administrative hearing or other proceeding
whether civil, criminal,  administrative or investigative (other than an action,
suit or  proceeding  covered by Section 4 hereof).  Pursuant to this  Section 3,
Indemnitee shall be indemnified against Expenses,  judgments,  penalties,  fines
and/or amounts paid in settlement incurred by Indemnitee or on his or her behalf
in  connection  with  such  action,  suit,   arbitration,   alternative  dispute
resolution proceeding, investigation, administrative hearing or other proceeding
whether civil, criminal,  administrative or investigative or any claim, issue or
matter  therein  and  whether  or not  Indemnitee  is made a party  thereto,  if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company,  and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

     4.  Proceedings  by or in the  Right  of the  Company.  In the  case of any
threatened,  pending or completed action,  suit or proceeding by or in the right
of the Company,  indemnification  shall be made to the maximum extent  permitted
under Delaware law.

     5.  Indemnification  for  Expenses  of a  Party  who is  Wholly  or  Partly
Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his or her Corporate  Status, a party to and is
successful,  on the  merits or  otherwise,  in any  action,  suit,  arbitration,
alternative dispute resolution proceeding, investigation, administrative hearing
or other proceeding  whether civil,  criminal,  administrative or investigative,
Indemnitee shall be indemnified  against all Expenses  incurred by Indemnitee or
on his or her  behalf in  connection  therewith.  If  Indemnitee  is not  wholly
successful but is successful,  on the merits or otherwise, as to one or more but
less than all  claims,  issues or matters  in such  action,  suit,  arbitration,
alternative dispute resolution proceeding, investigation, administrative hearing
or other proceeding  whether civil,  criminal,  administrative or investigative,
the  Company  shall  indemnify  Indemnitee  against  all  Expenses  incurred  by
Indemnitee or on his or her behalf in connection with each successfully resolved
claim, issue or matter. For purposes of this Section and without limitation, the
termination of any claim,  issue or matter by dismissal,  or withdrawal  with or
without  prejudice,  shall be deemed to be a successful result as to such claim,
issue or matter.

     6. Advance of Expenses.  The Company shall advance all Expenses incurred by
or on behalf of  Indemnitee in connection  with any action,  suit,  arbitration,
alternative dispute resolution proceeding, investigation, administrative hearing
or  other  proceeding  involving  his or her  Corporate  Status  whether  civil,
criminal,  administrative  or  investigative  within  twenty (20) days after the
receipt by the Company of a statement or statements from  Indemnitee  requesting
such  advance or  advances  from time to time,  whether  prior to or after final
disposition of such action,  suit,  arbitration,  alternative dispute resolution
proceeding,  investigation,  administrative  hearing or other proceeding whether
civil, criminal,  administrative or investigative.  Such statement or statements
shall reasonably  evidence the Expenses incurred by Indemnitee and shall include
or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to


                                       2
<PAGE>

repay any Expenses advanced if it shall ultimately be determined that Indemnitee
is not entitled to be indemnified against such Expenses, which undertaking shall
be accepted by or on behalf of the Company  without  reference to the  financial
ability of Indemnitee to make repayment.

     7. Procedure for Determination of Entitlement to Indemnification.

     (a) To obtain indemnification under this Agreement, Indemnitee shall submit
to  the  Company  a  written  request,   including  therein  or  therewith  such
documentation  and  information as is reasonably  available to Indemnitee and is
reasonably  necessary  to  determine  whether and to what extent  Indemnitee  is
entitled to indemnification.  The Secretary of the Company shall,  promptly upon
receipt of such a request for indemnification,  advise the Board in writing that
Indemnitee has requested indemnification.

     (b) Upon written  request by  Indemnitee  for  indemnification  pursuant to
Section  7(a)  hereof,  a  determination,  if  required  (but only to the extent
required)  by  applicable  law as a  precondition  to payment,  with  respect to
Indemnitee's  entitlement  thereto shall be made in the specific  case: (i) if a
Change in Control (as hereinafter  defined) shall have occurred,  by Independent
Counsel (as  hereinafter  defined) in a written  opinion to the Board, a copy of
which shall be delivered to  Indemnitee  (unless  Indemnitee  shall request that
such  determination be made by the Board or the stockholders,  in which case the
determination  shall be made in the manner  provided  below in  clauses  (ii) or
(iii)); (ii) if a Change of Control shall not have occurred, (A) by the Board by
a majority vote of  Disinterested  Directors (as hereinafter  defined),  even if
less than a quorum, or (B) by a committee of Disinterested  Directors designated
by a majority vote of Disinterested  Directors,  even if less than a quorum,  or
(C) if the  Disinterested  Directors  so  direct,  by  Independent  Counsel in a
written  opinion to the Board,  a copy of which shall be delivered to Indemnitee
or (D) by the stockholders of the Company;  or (iii) as provided in Section 8(b)
of this  Agreement;  and, if it is so determined  that Indemnitee is entitled to
indemnification,  payment to Indemnitee shall be made within ten (10) days after
such  determination.  Indemnitee  shall  cooperate  with the person,  persons or
entity making such  determination  with respect to  Indemnitee's  entitlement to
indemnification,  including  providing  to such  person,  persons or entity upon
reasonable  advance  request  any  documentation  or  information  which  is not
privileged  or  otherwise  protected  from  disclosure  and which is  reasonably
available to Indemnitee  and  reasonably  necessary to such  determination.  Any
costs or expenses  (including  attorney's  fees and  disbursements)  incurred by
Indemnitee in so cooperating shall be borne by the Company  (irrespective of the
determination as to Indemnitee's entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

     (c) In the event the determination of entitlement to  indemnification is to
be made by Independent  Counsel pursuant to Section 7(b) of this Agreement,  the
Independent  Counsel  shall be selected as provided in this Section  7(c).  If a
Change of Control  shall not have  occurred,  the  Independent  Counsel shall be


                                       3
<PAGE>

selected by the Board,  and the Company shall give written  notice to Indemnitee
advising him or her of the identity of the Independent Counsel so selected. If a
Change of Control shall have occurred, the Independent Counsel shall be selected
by Indemnitee  (unless  Indemnitee  shall request that such selection be made by
the Board,  in which event the preceding  sentence shall apply),  and Indemnitee
shall give  written  notice to the Company  advising  it of the  identity of the
Independent Counsel so selected. In either event,  Indemnitee or the Company, as
the case may be,  may,  within  seven  (7) days  after  such  written  notice of
selection shall have been given, deliver to the Company or to Indemnitee, as the
case may be, a  written  objection  to such  selection.  Such  objection  may be
asserted  only on the ground that the  Independent  Counsel so selected does not
meet the requirements of "Independent  Counsel" as defined in Section 14 of this
Agreement,  and the  objection  shall set forth with  particularity  the factual
basis of such  assertion.  If such written  objection is made,  the  Independent
Counsel so  selected  may not serve as  Independent  Counsel  unless and until a
court has determined  that such  objection is without  merit.  If, within twenty
(20)  days  after   submission   by   Indemnitee   of  a  written   request  for
indemnification  pursuant to Section 7(a) hereof,  no Independent  Counsel shall
have been  selected or if selected,  shall have been  objected to, in accordance
with this Section 7(c),  either the Company or Indemnitee may petition the Court
of Chancery of the State of  Delaware or other court of  competent  jurisdiction
for  resolution  of any  objection  which shall have been made by the Company or
Indemnitee  to the  other's  selection  of  Independent  Counsel  and/or for the
appointment as Independent  Counsel of a person selected by the Court or by such
other person as the Court shall  designate,  and the person with respect to whom
an  objection  is  favorably  resolved or the person so  appointed  shall act as
Independent  Counsel under Section 7(b) hereof. The Company shall pay reasonable
fees and expenses of Independent  Counsel incurred in connection with its acting
in such capacity pursuant to Section 7(b) hereof.  The Company shall pay any and
all  reasonable  fees and expenses  incident to the  procedures  of this Section
7(c), regardless of the manner in which such Independent Counsel was selected or
appointed.  Upon the due commencement of any judicial  proceeding or arbitration
pursuant  to  Section  9(a) of this  Agreement,  Independent  Counsel  shall  be
discharged and relieved of any further  responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).

     8. Presumptions and Effect of Certain Proceedings.

     (a) If a Change of Control shall have occurred,  in making a  determination
with respect to entitlement to indemnification hereunder, the person, persons or
entity making such  determination  shall presume that  Indemnitee is entitled to
indemnification  under this  Agreement if Indemnitee has submitted a request for
indemnification  in  accordance  with  Section 7(a) of this  Agreement,  and the
Company  shall  have the  burden  of  proof  to  overcome  that  presumption  in
connection with the making by any person, persons or entity of any determination
contrary to that presumption.

     (b) If the person,  persons or entity empowered or selected under Section 7
of this Agreement to determine whether Indemnitee is entitled to indemnification
shall not have made such  determination  within sixty (60) days after receipt by
the Company of the request therefor, the requisite  determination of entitlement


                                       4
<PAGE>

to  indemnification  shall be deemed to have been made and  Indemnitee  shall be
entitled to such  indemnification,  absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make  Indemnitee's
statement  not  materially  misleading,  in  connection  with  the  request  for
indemnification,  or (ii) a prohibition of such indemnification under applicable
law; provided, however, that such 60-day period may be extended for a reasonable
time,  not to exceed an additional  thirty (30) days, if the person,  persons or
entity making the determination  with respect to entitlement to  indemnification
in good faith requires such  additional  time for the obtaining or evaluating of
documentation and/or information relating thereto; and provided,  further,  that
the  foregoing  provisions  of this  Section  8(b)  shall  not  apply (i) if the
determination  of  entitlement  to   indemnification   is  to  be  made  by  the
stockholders  pursuant  to  Section  7(b) of this  Agreement  and if (A)  within
fifteen  (15)  days  after  receipt  by the  Company  of the  request  for  such
determination  the  Board  has  resolved  to submit  such  determination  to the
stockholders  for their  consideration  at an annual meeting  thereof to be held
within one hundred  twenty (120) days after such receipt and such  determination
is made  thereat,  or (B) a special  meeting of  stockholders  is called  within
fifteen   (15)  days  after  such   receipt  for  the  purpose  of  making  such
determination,  such  meeting is held for such  purpose  within one hundred five
(105) days after having been so called and such  determination  is made thereat,
or (ii) if the determination of entitlement to  indemnification is to be made by
Independent Counsel pursuant to Section 7(b) of this Agreement.

     (c) The termination of any action, suit,  arbitration,  alternative dispute
resolution proceeding, investigation, administrative hearing or other proceeding
whether civil, criminal,  administrative or investigative or of any claim, issue
or matter therein by judgment,  order, settlement or conviction,  or upon a plea
of nolo contendere or its equivalent,  shall not (except as otherwise  expressly
provided in this Agreement) of itself  adversely  affect the right of Indemnitee
to  indemnification  or create a presumption that Indemnitee did not act in good
faith  and in a manner  which  Indemnitee  reasonably  believed  to be in or not
opposed to the best  interests  of the Company or, with  respect to any criminal
action or proceeding,  that Indemnitee had reasonable  cause to believe that his
or her conduct was unlawful.

     9. Remedies of Indemnitee.

     (a) In the event that (i) a determination  is made pursuant to Section 7 of
this Agreement  that  Indemnitee is not entitled to  indemnification  under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 6
of this Agreement,  (iii) the determination of entitlement to indemnification is
to be by Independent Counsel pursuant to Section 7(b) of this Agreement and such
determination shall not have been made and delivered in a written opinion within
ninety   (90)  days  after   receipt  by  the   Company  of  the   request   for
indemnification, (iv) payment of indemnification is not made pursuant to Section
5 of this  Agreement  within  ten (10) days after  receipt  by the  Company of a
written request therefor,  or (v) payment of  indemnification is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to
indemnification  or such  determination  is deemed to have been made pursuant to
Section 8 of this Agreement,  Indemnitee shall be entitled to an adjudication in
an  appropriate  court  of the  State  of  Delaware,  or in any  other  court of
competent jurisdiction,  of Indemnitee's  entitlement to such indemnification or
advancement of Expenses.  Alternatively,  Indemnitee,  at his or her option, may
seek an award in arbitration to be conducted by a single arbitrator  pursuant to
the rules of the American  Arbitration  Association.  Indemnitee  shall commence
such proceeding  seeking an  adjudication or an award in arbitration  within one
hundred eighty (180) days following the date on which  Indemnitee  first has the
right to commence such  proceeding  pursuant to this Section  9(a).  The Company
shall not oppose  Indemnitee's  right to seek any such  adjudication or award in
arbitration.

     (b) In the event  that a  determination  shall have been made  pursuant  to
Section 7 of this Agreement that Indemnitee is not entitled to  indemnification,
any judicial  proceeding  or  arbitration  commenced  pursuant to this Section 9


                                       5
<PAGE>

shall be conducted in all respects as a de novo trial,  or  arbitration,  on the
merits  and  Indemnitee  shall  not be  prejudiced  by  reason  of that  adverse
determination.  If a Change of Control  shall  have  occurred,  in any  judicial
proceeding or arbitration commenced pursuant to this Section 9 the Company shall
have the burden of proving that Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be.

     (c) If a  determination  shall  have  been made or deemed to have been made
pursuant  to Section 7 or 8 of this  Agreement  that  Indemnitee  is entitled to
indemnification,  the  Company  shall  be  bound  by such  determination  in any
judicial proceeding or arbitration  commenced pursuant to this Section 9, absent
(i) a  misstatement  by  Indemnitee  of a material  fact,  or an  omission  of a
material  fact   necessary  to  make   Indemnitee's   statement  not  materially
misleading,  in  connection  with the  request  for  indemnification,  or (ii) a
prohibition of such indemnification under applicable law.

     (d)  The  Company  shall  be  precluded  from  asserting  in  any  judicial
proceeding  or  arbitration  commenced  pursuant  to  this  Section  9 that  the
procedures  and  presumptions  of this  Agreement  are not  valid,  binding  and
enforceable  and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.

     (e) In the event  that  Indemnitee,  pursuant  to this  Section  9, seeks a
judicial  adjudication  of or an award in  arbitration  to enforce  Indemnitee's
rights under, or to recover  damages for breach of, this  Agreement,  Indemnitee
shall be entitled to recover from the Company,  and shall be  indemnified by the
Company against,  any and all expenses (of the types described in the definition
of Expenses in Section 14 of this Agreement) actually and reasonably incurred by
him or her in such judicial adjudication or arbitration,  but only if Indemnitee
prevails  therein.  If it shall be determined in said judicial  adjudication  or
arbitration  that  Indemnitee  is  entitled  to receive  part but not all of the
indemnification  or advancement  of expenses  sought,  the expenses  incurred by
Indemnitee in connection with such judicial adjudication or arbitration shall be
appropriately prorated.

                                       6
<PAGE>

     10.  Security.  To the extent  requested by Indemnitee  and approved by the
Board,  the Company shall at any time and from time to time provide  security to
Indemnitee for the Company's  obligations  hereunder through an irrevocable bank
line of  credit,  funded  trust or other  collateral.  Any such  security,  once
provided to Indemnitee, may not be revoked or released without the prior written
consent of Indemnitee.

     11. Non-Exclusivity; Duration of Agreement; Insurance; Subrogation.

     (a) The rights of indemnification and to receive advancement of Expenses as
provided by this Agreement are in addition to and shall not be deemed  exclusive
of any  other  rights  to which  Indemnitee  may at any time be  entitled  under
applicable law, the Company's certificate of incorporation or by-laws, any other
agreement,  a vote of stockholders  or a resolution of directors,  or otherwise.
Without  limiting the foregoing,  the Company shall indemnify  Indemnitee to the
fullest extent permitted under Delaware law. This Agreement shall continue until
and  terminate  upon the  later  of (a) ten  (10)  years  after  the  date  that
Indemnitee shall have ceased to serve as a director or officer of the Company or
director,  officer or other  fiduciary  of any other  corporation,  partnership,
joint venture, trust, employee benefit plan or other enterprise which Indemnitee
served  at the  request  of the  Company;  or (b) the final  termination  of all
pending   actions,   suits,   arbitrations,   alternative   dispute   resolution
proceedings,  investigations,   administrative  hearings  or  other  proceedings
whether civil,  criminal,  administrative  or  investigative in respect of which
Indemnitee  is granted  rights of  indemnification  or  advancement  of Expenses
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 9 of
this  Agreement  relating  thereto.  This  Agreement  shall be binding  upon the
Company  and its  successors  and  assigns  and shall  inure to the  benefit  of
Indemnitee and his or her heirs, executors and administrators.

     (b) To the extent  that the Company  maintains  D&O  Insurance,  Indemnitee
shall be  covered  by such D&O  Insurance  in  accordance  with its terms to the
maximum extent of the coverage  available for any director or officer under such
policy or policies.

     (c) In the event of any payment under this Agreement,  the Company shall be
subrogated  to the extent of such  payment to all of the rights of  recovery  of
Indemnitee,  who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce such rights.

     (d) The  Company  shall  not be liable  under  this  Agreement  to make any
payment of amounts otherwise  indemnifiable  hereunder if and to the extent that
Indemnitee  has  otherwise  actually  received  such payment under any insurance
policy, contract, agreement or otherwise.

     12.  Severability;  Reformation.  If any  provision or  provisions  of this
Agreement shall be held to be invalid,  illegal or unenforceable  for any reason
whatsoever:  (a) the  validity,  legality and  enforceability  of the  remaining
provisions of this Agreement (including without limitation,  each portion of any
Section of this  Agreement  containing  any such  provision  held to be invalid,


                                       7
<PAGE>

illegal or unenforceable,  that is not itself invalid, illegal or unenforceable)
shall not in any way be  affected or  impaired  thereby;  and (b) to the fullest
extent  possible,   the  provisions  of  this  Agreement   (including,   without
limitation,  each portion of any Section of this  Agreement  containing any such
provision  held to be  invalid,  illegal  or  unenforceable,  that is not itself
invalid,  illegal or  unenforceable)  shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or unenforceable.

     13.  Exception  to Right of  Indemnification  or  Advancement  of Expenses.
Notwithstanding  any other provision of this Agreement,  Indemnitee shall not be
entitled to indemnification or advancement of Expenses under this Agreement with
respect to any action,  suit or  proceeding,  or any claim  therein,  initiated,
brought  or made by  Indemnitee  (i)  against  the  Company,  unless a Change in
Control shall have occurred,  or (ii) against any person other than the Company,
unless approved in advance by the Board.

     14. Definitions. For purposes of this Agreement:

     (a) "Change in Control"  means an event or occurrence  set forth in any one
or more of subsection  (i) through (iv) below  (including an event or occurrence
that  constitutes  a Change  in  Control  under one of such  subsections  but is
specifically exempted from another such subsection):

          (i) the  acquisition  by an  individual,  entity or group  (within the
     meaning of Section  13(d)(3) or 14(d)(2) of the Securities  Exchange Act of
     1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
     of any capital stock of the Company if, after such acquisition, such Person
     beneficially  owns (within the meaning of Rule 13d-3  promulgated under the
     Exchange  Act) 40% or more of  either  (A) the  then-outstanding  shares of
     common stock of the Company (the "Outstanding Company Common Stock") or (B)
     the combined voting power of the then-outstanding securities of the Company
     entitled to vote generally in the election of directors  (the  "Outstanding
     Company Voting Securities");  provided,  however, that for purposes of this
     subsection (i), the following acquisitions shall not constitute a Change in
     Control:  (A) any  acquisition by the Company,  (B) any  acquisition by any
     employee  benefit plan (or related  trust)  sponsored or  maintained by the
     Company  or  any  corporation   controlled  by  the  Company,  or  (C)  any
     acquisition  by any  corporation  pursuant to a transaction  which complies
     with clauses (A) and (B) of subsection (iii) of this Section 14(a); or

          (ii) such time as the  Continuing  Directors (as defined below) do not
     constitute  a  majority  of the  Board  (or,  if  applicable,  the Board of
     Directors  of a  successor  corporation  to the  Company),  where  the term
     "Continuing Director" means at any date a member of the Board (A) who was a
     member of the  Board on  September  23,  1999 or (B) who was  nominated  or
     elected subsequent to such date by at least a majority of the directors who
     were  Continuing  Directors  at the time of such  nomination  or  election;
     provided,  however,  that there shall be excluded  form this clause (B) any


                                       8
<PAGE>

     individual  whose initial  assumption of office  occurred as a result of an
     actual or  threatened  election  contest  with  respect to the  election or
     removal of directors or other actual or threatened  solicitation of proxies
     or consents, by or on behalf of a person other than the Board; or

          (iii) the  consummation  of a merger,  consolidation,  reorganization,
     recapitalization  or statutory  share  exchange  involving the Company or a
     sale or other  disposition of all or substantially all of the assets of the
     Company  in one or a series of  transactions  (a  "Business  Combination"),
     unless,  immediately  following  such  Business  Combination,  each  of the
     following two conditions is satisfied:  (A) all or substantially all of the
     individuals and entities who were the beneficial  owners of the Outstanding
     Company Common Stock and Outstanding Company Voting Securities  immediately
     prior  to  such  Business   Combination   beneficially   own,  directly  or
     indirectly,  more than 60% of the  then-outstanding  shares of common stock
     and the combined voting power of the  then-outstanding  securities entitled
     to vote  generally  in the  election  of  directors,  respectively,  of the
     resulting or acquiring  corporation  in such  Business  Combination  (which
     shall include,  without limitation, a corporation which as a result of such
     transaction owns the Company or  substantially  all of the Company's assets
     either  directly or through one or more  subsidiaries)  (such  resulting or
     acquiring corporation is referred to herein as the "Acquiring Corporation")
     in substantially the same proportions as their ownership, immediately prior
     to such Business  Combination,  of the Outstanding Company Common Stock and
     Outstanding  Company  Voting  Securities,  respectively;  and (B) no Person
     (excluding  the  Acquiring  Corporation  or any  employee  benefit plan (or
     related  trust)  maintained or sponsored by the Company or by the Acquiring
     Corporation) beneficially owns, directly or indirectly,  40% or more of the
     then outstanding shares of common stock of the Acquiring Corporation, or of
     the  combined  voting  power  of the  then-outstanding  securities  of such
     corporation entitled to vote generally in the election of directors; or

          (iv)  approval  by the  stockholders  of  the  Company  of a  complete
     liquidation or dissolution of the Company; or

     (b)  "Corporate  Status"  describes the status of a person who is or was or
has  agreed to become a  director  of the  Company,  or is or was an  officer or
fiduciary  of the  Company  or a  director,  officer or  fiduciary  of any other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the request of the Company.

     (c) "Disinterested Director" means a director of the Company who is not and
was not a party to the action, suit, arbitration, alternative dispute resolution
proceeding,  investigation,  administrative  hearing  or  any  other  proceeding
whether civil,  criminal,  administrative  or  investigative in respect of which
indemnification is sought by Indemnitee.

                                       9
<PAGE>

     (d) "Expenses"  shall include all reasonable  attorneys'  fees,  retainers,
court costs,  transcript costs, fees and expenses of experts,  including but not
limited to fees and expenses of investment  bankers and/or consultants which the
Company has authorized Indemnitee to hire and attorneys for such experts, travel
expenses,  duplicating  costs,  printing and binding costs,  telephone  charges,
postage,  deliver  service  fees,  a  reasonable  per  diem  fee  to  compensate
Indemnitee  for his or her  professional  time and all  other  disbursements  or
expenses of the types  customarily  incurred  in  connection  with  prosecuting,
defending,  preparing to prosecute or defend or investigating  an action,  suit,
arbitration,   alternative   dispute   resolution   proceeding,   investigation,
administrative   hearing  or  any  other  proceeding  whether  civil,  criminal,
administrative or investigative.

     (e) "Independent  Counsel" means a law firm, with over 100 lawyers, that is
experienced in matters of corporation  law and neither  currently is, nor in the
past five years has been, retained to represent:  (i) the Company (including any
subsidiary thereof) or Indemnitee in any matter material to either such party or
(ii) any other  party to the  action,  suit,  arbitration,  alternative  dispute
resolution  proceeding,  investigation,  administrative  hearing  or  any  other
proceeding whether civil, criminal,  administrative or investigative giving rise
to a claim for indemnification  hereunder.  Notwithstanding  the foregoing,  the
term  "Independent  Counsel"  shall  not  include  any  person  who,  under  the
applicable  standards  of  professional  conduct then  prevailing,  would have a
conflict of  interest in  representing  either the Company or  Indemnitee  in an
action to determine Indemnitee's rights under this Agreement.

     15. Headings. The headings of the paragraphs of this Agreement are inserted
for  convenience  only  and  shall  not be  deemed  to  constitute  part of this
Agreement or to affect the construction thereof.

     16.  Modification  and Waiver.  This  Agreement may be amended from time to
time to reflect  changes in Delaware law or for other  reasons.  No  supplement,
modification  or amendment of this Agreement shall be binding unless executed in
writing by both of the parties  hereto.  No waiver of any of the  provisions  of
this  Agreement  shall be  deemed  or shall  constitute  a waiver  of any  other
provision  hereof  (whether or not similar)  nor shall such waiver  constitute a
continuing waiver.

     17. Notice by Indemnitee.  Indemnitee agrees promptly to notify the Company
in writing upon being served with any summons,  citation,  subpoena,  complaint,
indictment,  information or other  document  relating to any matter which may be
subject  to  indemnification  or  advancement  of  Expenses  covered  hereunder;
provided, however, that the failure to give any such notice shall not disqualify
Indemnitee from indemnification hereunder.

     18.  Notices.  All  notices,  requests,  demands  and other  communications
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered  by hand and  receipted  for by the party to whom said notice or other
communication  shall  have  been  directed,  or  (ii)  mailed  by  certified  or
registered mail with postage  prepaid,  on the third business day after the date
on which it is so mailed:

                                       10
<PAGE>

               (a)  If to  Indemnitee,  to: The address shown beneath his or her
                                             signature on the last page hereof

                (b) If to the Company to:  Thermo Electron Corporation
                                            81 Wyman Street
                                            P.O. Box 9046
                                            Waltham, MA 02454-9046
                                            Attn: Corporate Secretary

or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.

     19.  Governing Law. The parties agree that this Agreement shall be governed
by, and  construed  and enforced in  accordance  with,  the laws of the State of
Delaware.

     20. Entire Agreement. This agreement sets forth the entire agreement of the
parties hereto in respect of the subject matter  contained herein and supersedes
all  prior  agreements,  promises,  covenants,   arrangements,   communications,
representations or warranties, whether oral or written, by any officer, employee
or representative of any party hereto in respect of the subject matter contained
herein;  and any prior agreement of the parties hereto in respect of the subject
matter contained herein is hereby terminated and cancelled.

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
day and year first above written.

Attest:                                 THERMO ELECTRON CORPORATION


By:     /s/ Sheila J. Moylan            By:     /s/ Seth H. Hoogasian
      -----------------------           ----------------------------------------
                                        Name:   Seth H. Hoogasian
                                        Title:  Vice President, General Counsel
                                                and Secretary

                                        INDEMNITEE


                                        /s/ Marc N. Casper
                                        ----------------------------------------
                                        Marc N. Casper
                                        Address:  144 Clark Road
                                                  Brookline, MA  02445

                                       11
<PAGE>


                                                                       Exhibit D

Thermo Electron Corporation [logo]



                   COMPANY INFORMATION AND INVENTION AGREEMENT

     In consideration  and as a condition of my employment,  or if now employed,
the continuation of my employment by Thermo Electron Corporation or a subsidiary
thereof  (hereinafter  collectively  called the "Company") and the  compensation
paid therefor:

1.   I agree  not to  disclose  to others  or use for my own  benefit  during my
     employment  by the  Company  or  thereafter  any trade  secrets  or Company
     private information pertaining to any of the actual or anticipated business
     of the Company or any of its customers,  consultants, or licensees acquired
     by me during the period of my  employment,  except to such an extent as may
     be necessary in the ordinary  course of performing my particular  duties as
     an employee of the Company.

2.   I agree not to  disclose to the  Company,  or to induce the Company to use,
     any confidential information or material belonging to others.

3.   I understand that the making of inventions,  improvements,  and discoveries
     is one of the incidents of my employment,  or that if not I may nonetheless
     make  inventions  while  employed by the Company,  and I agree to assign to
     Thermo  Electron  Corporation  or its nominee my entire right,  title,  and
     interest in any invention,  idea, device, or process, whether patentable or
     not, hereafter made or conceived by me solely or jointly with others during
     the period of my  employment  by the Company in an  executive,  managerial,
     planning,  technical,  research,  engineering,  or other capacity and which
     relates in any manner to the  business  of the  Company,  or relates to its
     actual or planned research or development,  or is suggested or results from
     any task  assigned  to me or work  performed  by me for or in behalf of the
     Company,  except any  invention  or idea which  cannot be  assigned  by the
     Company  because  of  a  prior  agreement  with  ___none___________________
     effective  until  __________________________  (give  name and date or write
     "none").

4.   I agree, in connection with any invention, idea, device, or process covered
     by paragraph 3:

     a)   To disclose it promptly in writing to the proper  officers or attorney
          of the Company.

     b)   To execute promptly,  on request,  patent applications and assignments
          thereof to Thermo  Electron or its  nominees and to assist the Company
          in any reasonable  manner to enable it to secure a patent  therefor in
          the United  States and any  foreign  countries,  all  without  further
          compensation except as provided herein.
<PAGE>



5.   I further  agree that all papers and records of every kind  relating to any
     invention or improvement  included with the terms of the  Agreement,  which
     shall at any time come into my  possession  shall be the sole and exclusive
     property  of the Company  and shall be  surrendered  to the Company or upon
     request at any other time either  during or after the  termination  of such
     employment.

6.   I further  agree that the  obligations  and  undertakings  stated  above in
     paragraph 4b shall continue  beyond the termination of my employment by the
     Company,  but if I am  called  upon to  render  such  assistance  after the
     termination  of my  employment,  then I shall  be  entitled  to a fair  and
     reasonable per diem in addition to reimbursement  of any expenses  incurred
     at the request of the Company.

7.   I agree to identify in an  attachment to this  Agreement all  inventions or
     ideas related to the business or actual or planned  research or development
     of the Company in which I have right,  title,  or interest,  and which were
     conceived  either  wholly  or in part by me prior to my  employment  by the
     Company but neither  published  nor filed in the U.S.  Patent and Trademark
     Office.

8.   I  understand  that this  Agreement  supersedes  any  agreement  previously
     executed by me relating to the  disclosure,  assignment  and  patenting  of
     inventions,  improvements, and discoveries made during my employment by the
     Company.  This Agreement  shall inure to the benefits of the successors and
     assigns  of the  Company  and  shall be  binding  upon my  heirs,  assigns,
     administrators, and representatives.

9.   I  understand  that this  Agreement  does not apply to an  invention  which
     qualifies  fully under the  provisions of any statute or  regulation  which
     renders  unenforceable  the  required  assignment  or  transfer  of certain
     inventions made by an employee such as, but not limited to, Section 2870 of
     the California Labor Code.


                                        /s/ Marc N. Casper
                                        -----------------------------------
                                        Employee

/s/ Sheila J. Moylan                    November 29, 2001
-----------------------                 -----------------------------------
Witness                                          Date

                                       THERMO ELECTRON CORPORATION


/s/ Sheila J. Moylan                    By:     /s/ Seth H. Hoogasian
-----------------------                 -----------------------------------
Witness                                 Vice President, General Counsel and
                                        Secretary

                                        Date:   November 29, 2001

<PAGE>
                                                                       Exhibit E
Thermo Electron Corporation [logo]

                           Thermo Electron Corporation
                                Corporate Office
                       Pre-employment Drug Testing Policy

At Thermo  Electron  Corporation,  we are  committed to providing a  productive,
safe,  and drug free  workplace for our  employees.  As a result,  an employment
offer is conditional upon an applicant's  passing a pre-employment  examination,
which includes the collection and testing of the applicant's  urine specimen for
illegal drugs or controlled substances.  Failure to pass the test will result in
rejection for employment.

The  major  drug  and  drug   categories   tested  for  include:   amphetamines,
barbiturates,  benzodiazepines,  cocaine,  marijuana,  methadone,  methaqualone,
opiates,  phencyclidine,  and  propoxyphene.  The  testing  is  performed  by  a
reputable clinical laboratory  accredited by the College of American Pathologist
(CAP).  Comprehensive  and strict  procedures have been established to safeguard
confidentiality  and privacy for  prospective  employees.  When an initial  test
result  is  positive  (failing),  two  additional  tests,  (using  the  original
specimen) will be performed to confirm the test results.

The Human Resources  department will notify  applicants  regarding the status of
their  pre-employment  medical  examination.  Applicants who receive conditional
employment  offers are advised  against giving notice to their current  employer
until  medical  clearance  has  been  received.  Applicants  who do not pass the
drug-screening  test  will be  informed  that  they  cannot  be  considered  for
employment.

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

I have read the foregoing and hereby  authorize any company  designated  medical
examiner  to  conduct a drug  screening  test and  provide  the  results  to the
company, and I release the company and any designated institution or person from
any liability resulting from the medical examination.


                        Applicant's Name:  Marc N. Casper
                                           ------------------------------------

                        Signature: /s/ Marc N. Casper   Date:  11/21/01
                                   ------------------          -------------

                        Witness:   /s/ Sheila J. Moylan
                                   ------------------------

<PAGE>
                                                                       Exhibit F
                            --------------------------------------
[Thermo Electron
Corporation logo]     Title:  Business Conduct                Policies &
                              Policy                          Procedures

-------------------------------------------------------------------------------
 Supersedes:          Date: March 26, 1999                    Total Pages:
 July 1, 1988                                                         4
                            No.
-------------------------------------------------------------------------------


                             BUSINESS CONDUCT POLICY

POLICY

     It is the policy of Thermo Electron  Corporation  ("Thermo Electron" or the
"Company") to (i) require the highest standards of business ethics and integrity
on the part of all  employees  and (ii) to comply with all  applicable  laws and
regulations  in the conduct of its business.  To that end,  Thermo  Electron has
adopted and implemented this Business Conduct Policy.

     The Company's  management will vigorously enforce this Policy and will take
prompt and  appropriate  action,  which could include  termination,  against any
employee found to be in violation.

     The manager of each  Thermo  Electron  operating  unit is  responsible  for
providing  every  employee  in his  or her  operating  unit  with a copy  of the
Business  Conduct  Policy  and  establishing  reasonable  procedures  to promote
compliance with such policy.


SCOPE

     This policy applies to Thermo Electron Corporation and all of its worldwide
divisions, subsidiaries and affiliated companies.

<PAGE>

I. CONFLICTS OF INTEREST

     All employees are required to avoid any relationship with other individuals
or  organizations  that  might  impair,  or even  appear to  impair,  the proper
performance of their Company-related responsibilities.  Employees must avoid any
situation that might affect their  independence  of judgment with respect to any
business dealings between the Company and any other  organization or individual.
Any  employee  who  believes  that he or she may have such a  conflict,  whether
actual or potential, or who is aware of any conflict involving any other Company
employee,  must  report all  pertinent  details to his or her  Division or other
corporate  supervisor.  A conflict of interest situation can arise in many ways,
some of which are set forth below.

A. Related-Party Transactions

     Related-party  transactions are those in which the parties do not deal with
one another at arm's length. They include,  but are not limited to, any employee
of the Company who is in a position to influence a business  transaction between
the Company and: (1) an  individual  who is his or her spouse,  child,  sibling,
parent, partner,  present or former close business associate;  (2) a non-Company
organization  for which he or she  currently  serves as an  officer,  trustee or
partner, or for which he or she has recently served in such capacity; or (3) any
individual or organization  with whom he or she is negotiating,  or with whom he
or she has an arrangement, concerning prospective employment.

     The Company should avoid  significant  related-party  transactions.  If any
employee believes that a significant  related-party  transaction exists or might
occur, he or she must make full disclosure to the appropriate  executive.  After
such full disclosure, the existing or potential conflict will be reviewed, and a
decision  will  be  made  about  whether  the   related-party   transaction   is
appropriate, and whether the Company should proceed with the transaction.

B. Outside Business Interests

     Employees are expected to give their full and undivided  attention to their
Company duties. They should not use Company facilities or their association with
the  Company  to carry on a  private  business  or  profession.  Unless  express
approval  is obtained in advance  from his or her direct  supervisor,  employees
shall  not  engage  in a  profit-making  business,  or  become  involved  with a
nonprofit  organization,  outside of their employment with the Company,  if such
business or organization:

          o    Provides goods, services or assistance to a competitor,  customer
               or supplier of the Company; or

          o    Interferes with the employee's assigned duties at the Company.

                                       2
<PAGE>

C. Acceptance of Costly Entertainment or Gifts

     Employees are prohibited from accepting or giving costly  entertainment  or
gifts from or to suppliers, competitors or customers; such situations may create
either a conflict or the  appearance of a conflict  between the interests of the
employee and the Company. Where acceptance of such a gift is unavoidable because
of local  custom,  the  employee  must  report  the  matter to his or her direct
supervisor so a determination  can be made concerning the extent to which such a
gift can be considered the personal property of the recipient.

D. Confidential Business Information

     Confidential  business  information  is  information  acquired  by  Company
employees as a result of their position with the Company,  which pertains to the
Company,  and  which has not been  disclosed  to the  public.  The  Company  has
proprietary  rights  to  such  confidential  business  information.   Therefore,
employees are prohibited from using such confidential  business  information for
their financial gain, for the financial gain of any other person, or to obtain a
benefit of any kind.

     All Company employees are prohibited from engaging,  or assisting others in
engaging,  in any transactions  involving the securities of the Company,  or the
securities of any other entity with whom the Company is engaged, or with whom it
will be engaged, in a business transaction,  while in possession of any material
confidential  information  about the Company or the other entity.  Such acts may
constitute violations of the law and could result in criminal prosecution of the
individual and the Company, or result in serious fines or penalties.

II. COMPLIANCE WITH LAWS

     All Company  employees are prohibited  from engaging in any  transaction or
matter on behalf of the  Company  which  would  violate  any  applicable  law or
regulation.

III. USE OF COMPANY FUNDS

     The use of Company funds for any unlawful or unethical  purpose is strictly
prohibited. Employees are prohibited from making, or causing others to make, any
illegal  payment to anyone within the United States,  or to any officials of any
foreign  government,  including  for the  purpose  of  advancing,  promoting  or
expediting Company interests.  Such prohibited  payments include money,  favors,
gifts,  entertainment,  or use of Company facilities.  Similarly,  all employees
also must be careful that any acts of  hospitality  toward public  officials and
Government  employees avoid  compromising the integrity or the reputation of the
Company or the public official or Government employee.

IV. POLITICAL CONTRIBUTIONS

     Political contributions to U.S. federal election campaigns made directly or
indirectly  from  Company  funds  are  prohibited.  The  legality  of  political


                                       3
<PAGE>

contributions to state,  local or foreign campaigns or causes must be determined
on a  jurisdiction-by-jurisdiction  basis and,  therefore,  must be  approved in
advance by the Corporate Legal Department.  Political  contributions include any
donation,  gift,  or loan of Company  funds,  assets,  or property,  directly or
indirectly,  to or  for  the  benefit  of any  political  party,  committee,  or
candidate,  and any use of Company  funds,  assets,  or  property,  directly  or
indirectly to oppose or support any  Government or  subdivision  thereof,  or to
oppose  or to  support  any  candidate  or  office-holder.  This  includes:  (a)
donations,  gifts,  or loans of  funds,  assets  or  property  which are made by
employees or third persons,  such as agents, or consultants,  who are reimbursed
in any  way by the  Company;  (b) the  uncompensated  use of  Company  services,
facilities,  or property;  and (c) loans, loan guarantees or other extensions of
credit.

V. CONSULTANTS AND REPRESENTATIVES

     Consultants  and   representatives   shall  only  be  retained  for  proper
commercial  purposes and in accordance  with Company  policy.  Compensation  for
consultants and representatives  shall be comparable to that customarily paid in
the locale and commensurate with the nature and scope of the service.

VI. PROPER ACCOUNTING

     Compliance with accepted  accounting rules and internal accounting controls
is required at all times. The books and accounts,  documentation  supporting the
disbursement of funds, and all other Company  financial  records must accurately
and fairly reflect all transactions.

VII. ADMINISTRATION AND INTERPRETATION

     Considering  the  complexity  of  this  Business  Conduct  Policy,  and the
determination of the Company's  management and Board of Directors to comply with
both the  letter  and  spirit  of all  applicable  laws and  regulations,  it is
recognized that questions of interpretation  will arise. All questions  relating
to these  policies  are to be  addressed  to your  direct  supervisor  who shall
consult with other officers, as appropriate.

VIII. COMPLIANCE LINE

     Employees of all Thermo Electron companies, subsidiaries, and divisions who
observe or suspect a violation of law,  regulation,  or Thermo Electron Policies
and  Procedures,   may  contact  Thermo  Electron's  Compliance  Line.  Specific
information  related to the Compliance  Line may be found in the Compliance Line
Policy attached to this Policy as Appendix A.



                                       4
<PAGE>



                                                                      Appendix A




                         THERMO ELECTRON COMPLIANCE LINE


Policy

     Thermo  Electron is committed to  compliance  with the laws that affect the
conduct of our  business  and to the highest  standards  of business  ethics and
integrity. In order to help ensure compliance with the law and Company policies,
Thermo Electron has instituted a "hot-line" for employees of all Thermo Electron
companies  to use to report  conduct  that  might  involve  illegality  or other
violations of the Thermo Electron Policies and Procedures.

Scope

     This policy applies to employees of all Thermo Electron Corporation and all
of its worldwide divisions, subsidiaries, and affiliated companies.

Procedures

     If an employee  observes or suspects a violation of a law or  regulation or
other elements of the Thermo Electron Policies and Procedures,  the employee may
contact the Compliance  Line.  The  Compliance  Line may be reached by telephone
toll-free in the United States at 1-888-267-5255.  For employees located outside
of the U.S., the telephone number for the Compliance Line is  781-622-1226.  The
Compliance  Line staff will take your calls  between 9 a.m.  and 5 p.m.  Eastern
Time.  After normal  business  hours,  you may leave a voice mail message at the
same numbers and the Compliance  Line staff will return your call. If you prefer
to contact the Compliance Line in writing, the address is:

                           Thermo Electron Corporation
                           Attn: Compliance Line
                           P.O. Box 9046
                           81 Wyman Street
                           Waltham, MA 02454-9046

     All calls will be documented  by the  Compliance  Line staff,  and then the
subject is referred to Thermo  Electron's  Legal  Department,  which  determines
whether an investigation  is appropriate.  Callers may remain  anonymous.  Calls
will be treated confidentially to the extent it is legally permissible to do so.

     Callers to the Compliance Line should be prepared to describe the situation
as completely as they can, including dates, names, facilities and/or departments
involved, and names of other employees who would provide additional information.
Callers should  contact the Compliance  Line even if they do not have all of the


<PAGE>


facts or if they are unsure if there is a problem. The Compliance Line staff, in
conjunction  with the  Thermo  Electron  Legal  Department,  will  look into the
information provided, attempt to verify it, and take appropriate action.

     Contact the Compliance Line to report possible violations related to, among
other things:

                    Environmental Laws
                    Health and Safety Laws
                    Antitrust Laws
                    Export/Import Laws
                    Food and Drug Laws
                    Government Contracts Laws
                    Theft, Bribes, and Kickbacks
                    Fraudulent Transactions
                    Conflicts of Interest
                    Insider Trading and Other Securities Laws
                    Improper Political Contributions
                    Violations of the Thermo Electron Policies and Procedures,
                    Including the Business Conduct Policy

     Because  each  company,  subsidiary,  and  division  already has  extensive
compliance  procedures  for  employment  issues  relating to age,  race,  color,
national  origin,  religion,  sex, and  handicap,  it is not  expected  that the
Compliance  Line will  normally be used to resolve such issues.  The  Compliance
Line should not be  contacted  in lieu of an  employee's  local human  resources
department for employment-based issues.



<PAGE>

                                                July 16, 1999


All Employees of Thermo Electron Corporation and Subsidiaries


Re:      Thermo Electron Business Conduct Policy

     Since its  organization in 1956,  Thermo Electron  Corporation has required
the highest  standards of business  ethics and integrity of its  employees.  Our
adherence to strict ethical standards has contributed directly to the success of
our Company.

     Thermo Electron has grown  significantly,  both through internal  expansion
and through the  addition of acquired  companies.  This growth  means that large
numbers of new employees  are joining us who may be unfamiliar  with the conduct
expected of all Thermo Electron employees.

     It is  necessary,  therefore,  to  emphasize  from time to time the ethical
standards  that we strive to maintain.  These  standards  are  reflected in this
Business  Conduct Policy.  I ask you to read the Policy  carefully and to review
the rules that it sets forth,  not as  impediments to your job, but as necessary
components  of your  success as an employee and Thermo  Electron's  success as a
company.  The simple  fact is that only people and  companies  that do the right
thing do well in business over the long run.

     Please remember that no set of rules can cover all possible situations. Nor
can we foresee  future  changes,  in our  business or in society.  The  Business
Conduct  Policy is intended as a guide in the  performance  of your job. But, in
the end, we rely on you to apply these  guidelines  in good faith to the best of
your ability.

     It is my  practice to  maintain  an "open  door" for any  employee  who has
concerns about Company practices that the employee is unable to resolve with his
or her supervisors. We have established a "Compliance Line" where employees with
concerns  about  possible  improper  behavior may call toll free. The Compliance
Line Policy is attached to the  Business  Conduct  Policy as Appendix A. Despite
the existence of the Compliance Line,  please feel free to communicate with your
Company  President  or me in  writing,  on an  anonymous  basis if you wish,  to
discuss any matter pertaining to the Business Conduct Policy. Let me conclude by
reiterating that I strongly believe that high ethical  standards are an absolute
necessity  for success and that I appreciate in advance your help in making sure
we follow that approach.


Sincerely,

/S/

Richard F. Syron
President and Chief Executive Officer



<PAGE>
Exhibit G

Thermo Electron Corporation [logo]

                           THERMO ELECTRON CORPORATION

                  POLICY ON DRUGS AND ALCOHOL IN THE WORKPLACE

We wish to alert  employees  to the  dangers  of drug and  alcohol  abuse in the
workplace. These include the potential for workplace accidents and failures that
can pose a serious  threat to the health and safety of the  employee and others.
Drug and alcohol abuse affects an employee's  reliability,  stability,  and good
judgement  necessary for the safe performance of work for the Company.  Improper
use  of  alcohol,   controlled  substances,   or  illegal  drugs  increases  the
possibility  of workplace  thefts and of outside  pressure and coercion that can
pose a serious risk to an employee's  health,  safety,  and financial  security.
Problems of productivity,  reliability, and absenteeism can reduce an employee's
work effectiveness and result in job loss.

POLICY ON DRUGS AND ALCOHOL IN THE WORK PLACE

It is the Company's policy to maintain a productive and safe workplace free from
the influence of alcohol,  controlled  substances,  or illegal drugs. A drug and
alcohol  awareness  program will be conducted  periodically to inform  employees
about  the  dangers  of  workplace  drug and  alcohol  abuse,  the  terms of the
Company's policy,  the availability of counseling and  rehabilitation  services,
and the  penalties  that may be imposed on employees  for drug or alcohol  abuse
violations.  Employees who perform work on  government  contracts or pursuant to
government  grants are  required to sign a statement  that they have  received a
copy of the Company's policy and that they will abide by its terms.

REHABILITATION PROGRAMS

Drug and alcohol  abuse  rehabilitation  and  assistance  programs are available
through the Company's medical insurance program.  Employees with drug or alcohol
abuse problems are strongly encouraged to participate in these programs.

DISCIPLINE AND DISCHARGE

In accordance  with federal funding and  contracting  requirements,  the Company
strictly  prohibits  the  unlawful  manufacture,   distribution,   dispensation,
possession,  or use of alcohol by any  employee on Company  premises or vehicles
during working hours.  Use of alcohol,  illegal drugs, or controlled  substances
that affects workplace performance or conduct is likewise prohibited.

Violation  of this  policy  will  result in  appropriate  discipline,  up to and
including  immediate  discharge.  Employees are cautioned that discipline  under
this policy may include  participation  in a drug or alcohol  rehabilitation  or
assistance program as a condition of continued employment.
<PAGE>

NOTICE OF CONVICTION

Any employee who is  convicted  of violating  criminal  drug statute for conduct
occurring  in or near the  workplace  must notify the Company no later that five
days after  conviction.  Failure to notify the  Company in a timely  manner will
result in discharge.

We regret the necessity of these types of precautions, but the protection of our
employees, property, and general public certainly warrants such action.











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