<DOCUMENT>
<TYPE>EX-10.69
<SEQUENCE>10
<FILENAME>tmok03ex10-69.txt
<TEXT>

                                                                   Exhibit 10.69




                                                November 26, 2003



Mr. Barry S. Howe
34 Christopher Lane
Sudbury, Massachusetts  01776

Dear Barry:

     This letter  confirms our  arrangement  regarding the  termination  of your
employment with Thermo Electron  Corporation,  and any of its  subsidiaries  and
affiliates (collectively, the "Company").

     The  following  is  our  agreement  related  to  the  termination  of  your
employment with the Company:

1.   Termination of Employment:  Your employment with the Company will terminate
     effective as of May 31, 2004. The date your  employment ends is referred to
     below as the "Employment  Termination  Date." You will be paid your current
     regular  base  salary  through the  Employment  Termination  Date.  You may
     accelerate the Employment  Termination  Date to a date earlier than May 21,
     2004 if you wish, in which case your  employment  and base salary  payments
     will cease as of that earlier date. If before May 31, 2004 you accept a job
     offer from a business that competes,  anywhere in the world, with a Company
     business you shall be deemed to have accelerated the Employment Termination
     Date  to the  date  of  such  acceptance;  provided,  however,  that  those
     businesses  which  compete with a Company  business  shall be excluded from
     causing an acceleration of the Employment  Termination  Date if the Company
     business has annual revenue of less than five million dollars.

     During the  period  beginning  on the date this  letter  agreement  becomes
     irrevocable and ending on the Employment  Termination Date, your title will
     be Vice  President,  New  Business  Development,  reporting  to  Marijn  E.
     Dekkers.

     You  hereby  resign  as an  officer  or  director  of any of the  Company's
     subsidiaries or affiliates,  effective as of the day this letter  agreement
     becomes irrevocable.

2.   2003 Bonus: You will be entitled to receive a bonus for your performance in
     2003 in accordance  with the Company's plan applicable to you, but not less
     than the amount of your  target  bonus  ($195,000),  which  bonus  shall be
     payable at the same time in 2004 as

<PAGE>
Mr. Barry S. Howe
November 26, 2003
Page 2

     bonuses to other  employees are paid.  You will not be eligible for a bonus
     for fiscal year 2004.

3.   Severance  Payment:  You will be entitled to receive  severance of $487,500
     (equivalent to 18 months of your annual base salary of $325,000).  You will
     receive  the  severance  payment  within  10 days  after  the  later of the
     Employment  Termination  Date or the date  this  letter  agreement  becomes
     irrevocable.

4.   Accrued Vacation:  Payment of your accrued but unused vacation account will
     be made in a lump sum on your  Employment  Termination  Date.  You will not
     continue  to earn  vacation  or other  paid time off  after the  Employment
     Termination Date.

5.   Full Payment:  You agree that all payments provided to you under paragraphs
     1, 2 and 4 of this  Agreement are in complete  satisfaction  of any and all
     amounts due to you from the  Company  through  the  Employment  Termination
     Date, except for any business expense  reimbursement  payable to you by the
     Company in accordance with any Company policy  applicable to you. You agree
     not to use your Company credit card for any personal expenses.

6.   Employee  Benefit  Programs:  Your  participation  in all employee  benefit
     programs of the Company  will cease in  accordance  with the terms of those
     programs.  For example,  your medical and dental coverage will terminate on
     the last day of the calendar month in which your termination occurred. Your
     eligibility for long term disability (LTD) and all life insurance  benefits
     will  cease  on the  date  of  termination.  Your  access  to the  Employee
     Assistance  Plan (EAP) will  continue for sixty (60) days from your date of
     termination.  Provided you have been receiving  Company medical benefits at
     the time of your  termination,  you will have the option to  exercise  your
     COBRA rights to purchase  health and dental  insurance  under the Company's
     group  plans.  All COBRA  premium  costs  shall be paid by you on a monthly
     basis for as long as, and to the extent that, you remain eligible for COBRA
     continuation.  You should consult the COBRA materials to be provided by the
     Company under separate cover for details regarding these benefits.

7.   401(k) Plan:  Under the rules of the  Company's  401(k)  plan,  your active
     participation  in the plan shall end on the  Employment  Termination  Date.
     Information  will be provided to you  regarding  various  election  options
     available to you regarding your account.

8.   Stock Options:  No further vesting of your stock options in the Company and
     no further lapsing of the Company's  repurchase rights will occur after the
     Employment  Termination Date. If you do not exercise your vested options by
     the earlier of (i) the date of the original expiration date of the options,
     or (ii) the date  that is three  months  after the  Employment  Termination
     Date,  your  options  will  expire  and be  canceled,  and you will have no
     further  rights with  respect to your  options;  however,  if you are 55 or
     older and have been employed by the Company for at least 10 years,  you may
     have a longer period
<PAGE>

Mr. Barry S. Howe
November 26, 2003
Page 3

     to exercise  some of your  options.  Please  consult  your Human  Resources
     representative if you meet these criteria.

9.   Taxes:  All payments by the Company under this Agreement will be reduced by
     all taxes and other amounts that the Company is required to withhold  under
     applicable law and all other deductions authorized by you.

10.  Company  Property:  You will return to the  Company any and all  documents,
     materials  and  information  related to the Company,  or its  subsidiaries,
     affiliates or businesses,  and all other property of the Company, (with the
     exception of your current laptop  computer,  which you may retain  provided
     you delete all Company related confidential  material before the Employment
     Termination  Date) including,  without  limitation,  equipment and files in
     your possession or control,  on or before the Employment  Termination Date.
     Further,  you agree that on and after the Employment  Termination  Date you
     will not for any purpose  attempt to access or use any Company  computer or
     computer  network or system,  including  without  limitation its electronic
     mail system.

11.  Outplacement  Services:  You will be  entitled  to utilize  until the first
     anniversary  of the  Employment  Termination  Date,  at no cost to you, the
     services of an outplacement  firm selected by the Company,  up to a maximum
     charge of $20,000 for such services.

12.  Release: In exchange for a portion of the payments outlined in paragraphs 3
     and 11 hereof, you hereby irrevocably and unconditionally  waive,  release,
     acquit  and  forever  discharge  the  Company  and  each of its  respective
     current,  former  or  future  officers,   directors,   employees,   agents,
     representatives,  shareholders and legal predecessors and successors,  from
     any and all claims,  liabilities,  damages,  actions,  causes of action and
     suits, whether known or unknown,  which you now have, own or hold, or claim
     to have, own or hold, or which at any time  heretofore,  had owned or held,
     or claimed to have owned or held,  or which you at any time  hereafter  may
     have, own or hold, or claim to have owned or held against them, based upon,
     arising out of or in connection with any  circumstance,  matter or state of
     fact up to the date of this agreement,  including without  limitation those
     based upon or arising out of the  termination of your  employment and other
     relationships  with the Company,  your  compensation  while employed by the
     Company,  your stock options or any terms  thereof or relating  thereto and
     any of the Company's policies, procedures or requirements,  except for your
     rights  arising  from this  agreement.  This release  includes,  but is not
     limited to, any claims for breach of  contract,  wrongful  termination,  or
     age, sex, race,  disability or other  discrimination under the Civil Rights
     Act of 1964, as amended,  the Age  Discrimination in Employment Act of 1967
     or other federal,  state or local laws prohibiting such  discrimination  or
     under any other federal, state or local employment laws.

<PAGE>

Mr. Barry S. Howe
November 26, 2003
Page 4

     YOU  UNDERSTAND  AND  ACKNOWLEDGE  THAT YOU HAVE BEEN  ADVISED  TO SEEK THE
     ADVICE OF AN ATTORNEY,  IF YOU SO CHOOSE, PRIOR TO SIGNING THIS RELEASE AND
     TO THE EXTENT  DESCRIBED HEREIN YOU ARE GIVING UP ANY LEGAL CLAIMS YOU HAVE
     AGAINST THE COMPANY AND EACH OF ITS  RESPECTIVE  CURRENT,  FORMER OR FUTURE
     OFFICERS,  DIRECTORS,  EMPLOYEES,  AGENTS,  REPRESENTATIVES,  SHAREHOLDERS,
     LEGAL  PREDECESSORS  AND SUCCESSORS,  BY SIGNING THIS RELEASE.  YOU FURTHER
     UNDERSTAND THAT YOU MAY HAVE 21 DAYS TO CONSIDER THIS  AGREEMENT,  THAT YOU
     MAY REVOKE IT AT ANY TIME DURING THE SEVEN DAYS AFTER YOU SIGN IT, AND THAT
     IT WILL NOT BECOME EFFECTIVE UNTIL THE 7-DAY  REVOCATION  PERIOD HAS PASSED
     WITHOUT  REVOCATION.  YOU FULLY  UNDERSTAND  YOUR  RIGHT TO TAKE 21 DAYS TO
     CONSIDER SIGNING THIS RELEASE AND, AFTER HAVING SUFFICIENT TIME TO CONSIDER
     YOUR OPTIONS,  YOU HEREBY WAIVE YOUR RIGHT TO TAKE THE FULL 21-DAY  PERIOD.
     YOU ACKNOWLEDGE THAT YOU ARE SIGNING THIS RELEASE KNOWINGLY,  WILLINGLY AND
     VOLUNTARILY  IN EXCHANGE  FOR A PORTION OF THE  CONSIDERATION  DESCRIBED IN
     PARAGRAPHS 3 AND 11 HEREOF.

     Section 1542 Waiver - If you are employed in California, you understand and
     agree that the claims  released in this paragraph 12 above include not only
     claims   presently   known  to  you,   but  also  include  all  unknown  or
     unanticipated claims, rights, demands, actions,  obligations,  liabilities,
     and causes of action of every kind and character that would  otherwise come
     within  the  scope  of the  released  claims  as  described  above  in this
     paragraph  12.  You  understand  that  you  may  hereafter  discover  facts
     different from what you now believe to be true, which if known,  could have
     materially  affected this Agreement,  but you nevertheless waive any claims
     or rights  based on  different  or  additional  facts.  You  knowingly  and
     voluntarily  waive any and all rights or benefits that you may now have, or
     in the future may have,  under the terms of Section  1542 of the Civil Code
     of the State of California, which provides as follows:

     A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW
     OF OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF  EXECUTING  THE  RELEASE
     WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
     DEBTOR.

13.  Non-Solicitation:  Until May 31,  2005  (August 1, 2004 in the case of your
     executive  assistant),  you  hereby  agree  that you will  not  induce  any
     employee  of the  Company  to  terminate  his or her  employment  with  the
     Company, or hire or cause to be hired any such employee so induced.



<PAGE>

Mr. Barry S. Howe
November 26, 2003
Page 5

14.  Restriction on Purchase or Sale of Common Stock:  You understand that as of
     the date this letter agreement becomes  irrevocable you will no longer be a
     "Reporting  Person," for purposes of Section 16 of the Securities  Exchange
     Act of 1934 and the rules and regulations promulgated thereunder.  However,
     you understand that for a period of six months  following such date you are
     required  to  report  certain  transactions  pursuant  to  such  rules  and
     regulations on Forms 4 and 5.

15.  Non-Disparagement:  You agree that you will continue to support and promote
     the  interests of the Company and that you will not  criticize,  disparage,
     defame or in any way comment  negatively to anyone about the Company or any
     of the people or  organizations  connected  with it, or do or say  anything
     that could  disrupt  the good  morale of the  employees  of the  Company or
     otherwise  harm the  interests or  reputation of the Company and any of the
     organizations  or people  connected  with it. Thermo  Electron  Corporation
     agrees to cause its officers to not criticize,  disparage, defame or in any
     way comment negatively about you to anyone outside of the Company.  Nothing
     in this  paragraph  shall  prevent  the  parties  from (i)  complying  with
     compulsory legal process or otherwise making disclosures in connection with
     litigation or administrative  proceedings,  (ii) making such disclosures as
     are  necessary to obtain legal  advice,  (iii)  making  disclosures  as are
     required by federal, state or local regulatory authorities, and (iv) making
     disclosures which by law are required or cannot be prohibited.

16.  Cooperation:  You  agree to  reasonably  cooperate  with the  Company  with
     respect  to all  matters  arising  during or  related  to your  employment,
     including  but  not  limited  to   cooperation   in  connection   with  any
     governmental  investigation,  litigation or regulatory or other  proceeding
     which may have  arisen or which may arise  following  the  signing  of this
     Agreement.  If such cooperation requires that you travel outside the Boston
     metropolitan area, the Company shall reimburse you for your travel expenses
     in  accordance  with  Company  policy  applicable  to  business  travel  by
     executive  officers,  and if your  cooperation  requires  expenditure  of a
     material  amount of your time after the  Employment  Termination  Date, the
     Company shall  compensate you at a per diem rate that reflects your current
     base salary.

17.  Waiver of Jury Trial: Each of the parties hereby  expressly,  knowingly and
     voluntarily  waives all  benefit and  advantage  of any right to a trial by
     jury,  and agrees that  neither you nor the Company will at any time insist
     upon,  or plead or in any manner  whatsoever  claim or take the  benefit or
     advantage of, a trial by jury in any action arising in connection with this
     Agreement.



<PAGE>
Mr. Barry S. Howe
November 26, 2003
Page 6

18.  Company Information and Invention  Agreement:  You agree to comply with the
     terms of a Company Information and Invention Agreement,  a copy of which is
     attached hereto as Exhibit A. Such agreement supersedes any prior agreement
     covering  the same  subject  matter,  which  you may have  signed  with the
     Company previously.

19.  Entire Agreement: This letter contains the entire Agreement between you and
     the  Company  and  supersedes  all  prior and  contemporaneous  agreements,
     communications and understandings, whether written or oral, relating to the
     subject  matter of this  letter,  except that the Company  Information  and
     Invention Agreement,  the Executive Retention Agreement between the Company
     and you dated January 17, 2001, and the  Indemnification  Agreement between
     the Company and you dated January 18, 2001 shall survive in accordance with
     their  terms.  If your  Employment  Termination  Date  follows a "Change in
     Control Date" your  termination of employment shall be deemed a termination
     on the Employment  Termination  Date by the Company without "Cause" and you
     shall be  entitled to the  benefits  provided  in the  Executive  Retention
     Agreement in lieu of the severance  payment provided in paragraph 3 of this
     letter.  The quoted phrases in the preceding sentence are as defined in the
     Executive Retention Agreement."

20.  This Agreement will be governed by and  interpreted in accordance  with the
     laws of the Commonwealth of  Massachusetts  without regard to choice of law
     provisions.

21.  Severability:  If one or more  provisions of this  Agreement are held to be
     unenforceable  under  applicable law, such provision shall be excluded from
     this Agreement and replaced with a provision which is enforceable and comes
     closest  to  the  intent  of  the  parties   underlying  the  unenforceable
     provision.

22.  Relief:  In the event of breach of the  provisions of this Agreement by any
     party,  in  addition to any other  rights  that the other  parties may have
     under  law or in  equity,  each  party  shall  have the  right to  specific
     performance and injunctive  relief,  it being  acknowledged and agreed that
     money damages will not provide an adequate remedy.  In the event litigation
     is brought with respect to this  Agreement,  the prevailing  party shall be
     entitled to recover from the losing party his or its reasonable  attorney's
     fees and expenses.

23.  Successors and Assigns:  This Agreement  shall be binding upon and inure to
     the  benefit of the  parties  hereto and their  respective  successors  and
     assigns,  including corporations with which, or into which, the Company may
     be  merged or which  may  succeed  to its  respective  assets or  business;
     provided,  however,  that  your  obligations  are  personal  and may not be
     assigned.

24.  Amendment:  This  Agreement  may be amended or  modified  only by a written
     instrument executed by you and the Company.
<PAGE>
Mr. Barry S. Howe
November 26, 2003
Page 7

25.  Voluntary  Agreement:  In  signing  this  Agreement,  you give the  Company
     assurance that you have signed it voluntarily and with a full understanding
     of its terms and that you have had sufficient  opportunity to consider this
     Agreement and to consult with anyone of your choosing before signing it. If
     the terms of this Agreement are  acceptable to you,  please sign and return
     it to the undersigned.  At the time you sign and return this Agreement,  it
     will take effect as a legally binding agreement between you and the Company
     on the basis set forth above.

26.  [OPTIONAL  - For H-1B  employees  only]  In  addition,  as an H-1B  worker,
     regardless  of  whether  you  sign  and  return  this  letter,   under  the
     Immigration and Nationality Act,  Section 214 (c)(5)(A) and 8 C.F.R.  214.2
     (h)(4)(iii)(E),  the Company will provide you, as an H-1B worker,  with the
     reasonable  cost of your  return  transportation  to , should you decide to
     depart the United States. "Reasonable costs" are defined as the fair market
     value of an airline ticket to your country of residence  prior to coming to
     the United States to assume employment with the Company.  Please return the
     Return  Transportation  Request  Form  attached to this  Agreement,  in the
     enclosed envelope,  to [INSERT CONTACT NAME],  indicating your intention in
     this regard.  You are advised to consult with legal counsel  regarding your
     immigration  status.  Once the Company receives your Return  Transportation
     Request Form,  the Company will contact you, if  necessary,  to make travel
     arrangements.]

27.  Expiration of Offer:  The offer made by the Company pursuant to this letter
     shall be null and void if it is not accepted in writing by you on or before
     the expiration of the 21-day period described in paragraph 12.

Date Received by Addressee: November 26, 2003.


                                        THERMO ELECTRON CORPORATION


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

Accepted and Agreed to:


/s/ Barry S. Howe
----------------------------------
Mr. Barry S. Howe

<PAGE>


                       Return Transportation Request Form
                                 For H-1B Worker


-    I intend to depart  the  United  States  following  the  termination  of my
     employment with THERMO ELECTRON CORPORATION on [INSERT TERMINATION DATE].


          I intend to travel to _____________________________________
                               (City,                        Country)

-    I do not intend to depart the United States following the termination of my
     employment with THERMO ELECTRON CORPORATION on [INSERT TERMINATION DATE].


____________________________________            ________________________________
Employee Name                                   Date




     This  Form is to be  returned  to  [INSERT  CONTACT  NAME] in the  enclosed
envelope.

<PAGE>



                                    Exhibit A


                   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  __________________________
     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  Corporation  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.



                                        /s/ Barry S. Howe
                                        --------------------------------
                                        Mr. Barry S. Howe


                                        December 24, 2003
                                        --------------------------------
                                        Date

                                        THERMO ELECTRON CORPORATION


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

                                        December 24, 2003
                                        --------------------------------
                                        Date




</TEXT>
</DOCUMENT>
