THERMO BIOANALYSIS CORP /DE, S-1, 1997-01-21

THERMO BIOANALYSIS CORP /DE
S-1, 1997-01-21
LABORATORY ANALYTICAL INSTRUMENTS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------

THERMO BIOANALYSIS CORPORATION
(Exact name of registrant as specified in its charter)
------------------------

<TABLE>
<S> <C> <C>
DELAWARE 3826 85-0429899
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

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

504 AIRPORT ROAD, SANTA FE, NEW MEXICO 87504-2108
(505) 471-3232
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------

SANDRA L. LAMBERT, SECRETARY
THERMO BIOANALYSIS CORPORATION
C/O THERMO ELECTRON CORPORATION
81 WYMAN STREET
POST OFFICE BOX 9046
WALTHAM, MASSACHUSETTS 02254-9046
(617) 622-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copy to:

SETH H. HOOGASIAN, ESQ.
GENERAL COUNSEL
THERMO BIOANALYSIS CORPORATION
C/O THERMO ELECTRON CORPORATION
81 WYMAN STREET
POST OFFICE BOX 9046
WALTHAM, MASSACHUSETTS 02254-9046
(617) 622-1000
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement has become effective.
------------------------

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]

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

CALCULATION OF REGISTRATION FEE

<TABLE>
============================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED BE REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value........... 1,601,500 $13.57 $21,732,355 $6,586
============================================================================================================
</TABLE>

(1) Calculated pursuant to Rule 457(c).

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION -- DATED JANUARY 21, 1997
PROSPECTUS

1,601,500 SHARES

[THERMO BIOANALYSIS LOGO]

COMMON STOCK

This Prospectus relates to the resale of 1,601,500 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of Thermo
BioAnalysis Corporation (the "Company"). The Shares may be offered from time to
time in transactions on the American Stock Exchange, in negotiated transactions,
through the writing of options on the Shares, or a combination of such methods
of sale, at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. Such transactions may be effected by the sale of Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the sellers and/or the
purchasers of the Shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). The Selling
Shareholders and any broker-dealer who acts in connection with the sale of
Shares hereunder may be deemed to be "underwriters" as that term is defined in
the Securities Act of 1933, as amended (the "Securities Act"), and any
commission received by them and profit on any resale of the Shares as principal
might be deemed to be underwriting discounts and commissions under the
Securities Act. The Shares were originally sold by the Company in private
placements pursuant to certain Securities Purchase Agreements with the Company
dated March 15, 1995 and April 19, 1995 (the "Purchase Agreements"). See
"Selling Shareholders."

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

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 2.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company has agreed to bear all
expenses (other than underwriting discounts and selling commissions, and fees
and expenses of counsel or other advisors to the sellers of the Shares) in
connection with the registration and sale of the Shares being registered hereby.
The Company has agreed to indemnify the Selling Shareholders against certain
liabilities under the Securities Act as underwriters or otherwise.

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

The Company is a majority-owned subsidiary of Thermo Instrument Systems
Inc. ("Thermo Instrument"), which is a majority-owned subsidiary of Thermo
Electron Corporation ("Thermo Electron"). The Common Stock is traded on the
American Stock Exchange under the symbol "TBA". On January 17, 1997, the
reported closing price of the Common Stock on the American Stock Exchange was
$13 1/4 per share.

THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE> 3

THE COMPANY

The Company was incorporated in Delaware in February 1995 as a wholly-owned
subsidiary of Thermo Instrument. At that time, Thermo Instrument contributed all
of the assets relating to its capillary electrophoresis product line, its
MALDI-TOF division and its Eberline health physics division to the Company in
exchange for 6,500,000 shares of Common Stock and the assumption by the Company
of substantially all of the liabilities relating to such businesses. On February
7, 1996, the Company acquired all of the assets, subject to certain liabilities,
of DYNEX Technologies, formerly Dynatech Laboratories, from Dynatech
Corporation. In March 1996, Thermo Instrument acquired a substantial portion of
the businesses comprising the Scientific Instruments Division of Fisons plc
("Fisons"), a wholly-owned subsidiary of Rhone-Poulenc Rorer Inc. On July 22,
1996, the Company acquired the Affinity Sensors and LabSystems divisions of
Fisons from Thermo Instrument.

Unless the context otherwise requires, references in this Prospectus to the
Company or Thermo BioAnalysis refer to Thermo BioAnalysis Corporation and its
subsidiaries and the predecessor businesses that constitute the Company. As of
December 31, 1996, Thermo Instrument beneficially owned approximately 67% of the
Company's outstanding Common Stock, excluding the shares of Common Stock
issuable upon conversion of $50.0 million principal amount of the Company's
4.875% Subordinated Convertible Note, due to Thermo Instrument, which was issued
in July 1996 (the "Convertible Note"). The Company's principal executive offices
are located at 504 Airport Road, Santa Fe, New Mexico 87504-2108, and its
telephone number is (505) 471-3232.
------------------------

IAsys, LASERMAT, Microtiter, MRX, Multichrom and SpectraPHORESIS are
registered trademarks, and DIAS, DIAS Ultra, DYNAMO, Fluorolite, Microlite, MLX,
MRX-HD, SampleManager and VISION 2000 are trademarks, of Thermo BioAnalysis
Corporation or its subsidiaries. All other trademarks or tradenames referred to
in this Prospectus are the property of their respective owners.

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Accordingly, the following factors should be considered
carefully in evaluating the Company and its business before purchasing any of
such shares.

Intense Competition. The Company encounters and expects to continue to
encounter intense competition in the sale of its products. The Company believes
that the principal competitive factors affecting the markets for its products
include product features, product performance, price and service. The Company's
competitors include a number of large multinational corporations. These
companies and certain of the Company's other competitors have substantially
greater financial, marketing and other resources than the Company. As a result,
they may be able to adapt more quickly to new or emerging technologies and
changes in customer requirements, or to devote greater resources to the
promotion and sale of their products than the Company. Competition could
increase if new companies enter the market or if existing competitors expand
their product lines or intensify efforts within existing product lines. There
can be no assurance that the Company's current products, products under
development or ability to develop new technologies will be sufficient to enable
it to compete effectively. See "Business -- Competition."

Rapid and Significant Technological Change and New Products. The markets
for the Company's products are characterized by rapid and significant
technological change, evolving industry standards and frequent new product
introductions and enhancements. Many of the Company's products and products
under development are technologically innovative, and require significant
planning, design, development and testing, at the technological, product and
manufacturing process levels. These activities require significant capital
commitments and investment by the Company. In addition, products that are
competitive in the Company's markets are characterized by rapid and significant
technological change due to industry standards that may change on short notice
and by the introduction of new products and technologies that render existing
products and technologies uncompetitive or obsolete. There can be no assurance
that any of the products currently being developed by the Company, or those to
be developed in the future, will be technologically feasible or

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<PAGE> 4

accepted by the marketplace, that any such development will be completed in any
particular time frame, or that the Company's products or proprietary
technologies will not become uncompetitive or obsolete. See "Business --
Research and Development" and "-- Competition."

Uncertainty of Market Acceptance of New Products. Certain of the Company's
products represent alternatives to traditional instruments and methods and as a
result may be slow to achieve, or may not achieve, market acceptance, as
customers may seek further validation of the efficiency and efficacy of the
Company's technology. This is particularly true where the purchase of the
product requires a significant capital commitment. The Company's optical
biosensor, MALDI-TOF and capillary electrophoresis products are based on
relatively new technologies. The Company believes that, to a significant extent,
its growth prospects depend on its ability to gain acceptance by a broader group
of customers of the efficiency and efficacy of the Company's innovative
technologies. There can be no assurance that the Company will be successful in
obtaining such broad acceptance. See "Business -- Products" and "-- Research and
Development."

Dependence on Capital Spending Policies and Government Funding. The
Company's customers include pharmaceutical, biotechnology and chemical companies
and clinical diagnostic laboratories and companies. The capital spending
policies of these companies can have a significant effect on the demand for the
Company's products. Such policies are based on a wide variety of factors,
including the resources available to make such purchases, the spending
priorities among various types of research equipment and the policies regarding
capital expenditures during recessionary periods. Any decrease in capital
spending by life sciences companies could have a material adverse effect on the
Company's business and results of operations. Recently, biotechnology companies
have raised significant amounts of capital through public share offerings, and
most of these companies are engaged in active research and development programs
that include capital spending. However, the availability of capital through the
public markets can be cyclical and there can be no assurance that the raising of
capital by these companies will continue, nor can there be any assurance that
additional capital, if available, will result in increased sales of the
Company's products. See "Business -- Customers, Marketing and Distribution."

A significant portion of the Company's sales are to universities,
government research laboratories, private foundations and other institutions
where funding is dependent on grants from government agencies such as the
National Institutes of Health (the "NIH") and the equivalent of the NIH in the
foreign countries where the Company markets its products. If government funding
necessary to purchase the Company's products were to become unavailable to
researchers for any extended period of time or if overall research funding were
to decrease, the Company's business and results of operations could be adversely
affected. In addition, in fiscal 1995 approximately 33% of sales by the
Company's Eberline health physics subsidiary were made to various branches of
the United States government, primarily the United States Department of Energy
(the "DOE"). The Company believes that recent uncertainties in the federal
budget process have led to a decrease in demand for the Company's health physics
products from the Departments of Defense and Energy. Any further decline in
purchases by the United States government, including without limitation declines
as the result of budgeting limitations, could have an adverse effect on the
Company's business and results of operations.

Dependence on Patents and Proprietary Rights. The Company places
considerable importance on obtaining patent and trade secret protection for
significant new technologies, products and processes because of the length of
time and expense associated with bringing new products through the development
process and to the marketplace. The Company's success depends in part on its
ability to develop patentable products and obtain and enforce patent protection
for its products both in the United States and in other countries. The Company
has filed and intends to file applications as appropriate for patents covering
its products. No assurance can be given that patents will issue from any pending
or future patent applications owned by or licensed to the Company or that the
claims allowed under any issued patents will be sufficiently broad to protect
the Company's technology. In addition, no assurance can be given that any issued
patents owned by or licensed to the Company will not be challenged, invalidated
or circumvented, or that the rights granted thereunder will provide competitive
advantages to the Company. The Company could incur substantial costs in
defending itself in suits brought against it or in suits in which the Company
may assert its patent rights against others. If the outcome of any such
litigation is unfavorable to the Company, the Company's business and results of
operations could be materially adversely affected.

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<PAGE> 5

The commercial success of the Company will also depend in part on its
neither infringing patents issued to competitors or others nor breaching the
technology licenses upon which components of the Company's products are based.
The Company is aware of patents and patent applications belonging to competitors
and other third parties, and it is uncertain whether these patents and patent
applications will require the Company to alter its products or processes, pay
licensing fees or cease making and selling infringing products and pay damages
for past infringement. In particular, the Company is aware of a U.S. patent held
by a third party which may relate to the design of the cuvette used in the
Company's optical biosensor system. The Company is also aware of patents held by
another third party which may relate to the features of certain of the Company's
MALDI-TOF mass spectrometers. Although the Company believes that the validity
and/or infringement of these patents may be subject to challenge, if the patent
holder were successful in enforcing any such patent, the Company would be
subject to damages for past infringement and enjoined from manufacturing and
selling products utilizing the features associated with the patent, which could
have a material adverse effect on the Company's business and results of
operations.

The Company relies on trade secrets and proprietary know-how which it seeks
to protect, in part, by confidentiality agreements with its collaborators,
employees and consultants. There can be no assurance that these agreements will
not be breached, that the Company would have adequate remedies for any breach or
that the Company's trade secrets will not otherwise become known or be
independently developed by competitors. See "Business -- Patents and Proprietary
Technology."

Government Regulations; No Assurance of Regulatory Approval. The
production and marketing of certain of the Company's products and its ongoing
research and development activities are subject to regulation by government
authorities in the United States and in other countries. To the extent that an
analytical instrument will be used in human clinical or diagnostic applications,
the manufacturer of that instrument must submit to the U.S. Food and Drug
Administration (the "FDA"), prior to commercial distribution of the instrument,
either a premarket notification ("510(k)") or a premarket approval ("PMA")
application. The Company has, to date, been required to obtain 510(k) clearance
with respect to certain clinical applications of its Microtiter technology
products. There can be no assurance that 510(k) clearance for any future product
or modification of an existing product will be granted by the FDA within a
reasonable time frame, if at all, that in the future the FDA will not require
manufacturers of certain medical devices to engage in a more thorough and time
consuming approval process than the 510(k) process, or that the FDA or certain
corresponding state or international government agencies will permit marketing
of the Company's products in their respective jurisdictions.

The regulatory standards for manufacturing are currently being applied
stringently by the FDA and state regulatory agencies. Noncompliance with FDA or
applicable state agency regulations or discovery of previously unknown problems
with a product, manufacturer or facility may result in restrictions on such
product or manufacturer, including fines, recalls, injunctions or seizures of
products, refusal of the government to approve or clear product approval
applications or to allow the Company to enter into government supply contracts,
or even withdrawal of the product from the market or criminal prosecution, any
of which could have a material adverse effect on the Company's business and
results of operations.

International regulatory bodies often establish varying regulations
governing product standards, packaging requirements, labeling requirements,
import restrictions, tariff regulations, duties and tax requirements. In order
to continue to sell its products in Europe, the Company is required to maintain
an ISO 9000 series registration, an internationally-recognized set of quality
standards, and each of its products is required to obtain a CE mark, evidence of
compliance with European Union electronic safety requirements. While the

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Company has an active program to comply with CE mark requirements and an ISO
9000 compliance program, there can be no assurance that the Company will be
successful in maintaining its compliance with applicable certification
requirements. Any violation of, and the cost of compliance with, these
regulations or requirements could have a material adverse effect on the
Company's business and results of operations.

See "Business -- Government Regulations."

Uncertainty of Patient Reimbursement. The Federal government regulates
reimbursement of fees for certain diagnostic examinations and capital equipment
acquisition costs connected with services to Medicare beneficiaries. Recent
legislation has limited Medicare reimbursement for diagnostic examinations. For
example, deficit reduction measures have resulted in reimbursement rate
reductions in the past and may result in further rate reductions in the future.
According to third party data, overall Medicare reimbursements were estimated to
decline approximately 2.3% in 1996 from 1995. These policies may have the effect
of limiting the availability or reimbursement for procedures, and as a result
may inhibit or reduce demand by healthcare providers for products in the markets
in which the Company competes. While the Company cannot predict what effect the
policies of government entities and other third party payors will have on future
sales of the Company's products, there can be no assurance that such policies
would not have an adverse impact on the operations of the Company.

Potential Product Liability. The Company's business exposes it to
potential product liability claims which are inherent in the manufacturing,
marketing and sale of biomedical instruments and diagnostic products, and as
such the Company may face substantial liability to patients for damages
resulting from the faulty design or manufacture of its products. The Company
currently maintains product liability insurance, but there can be no assurance
that this insurance will provide sufficient coverage in the event of a claim,
that the Company will be able to maintain such coverage on acceptable terms, if
at all, or that a product liability claim would not materially adversely affect
the business or financial condition of the Company.

Risks Associated with Acquisition Strategy. The Company's strategy
includes the acquisition of businesses and technologies that complement or
augment the Company's existing product lines. For example, in February 1996 the
Company acquired DYNEX Technologies, formerly Dynatech Laboratories, from
Dynatech Corporation, and in July 1996 acquired the Affinity Sensors and
LabSystems divisions of Fisons plc from Thermo Instrument. Promising
acquisitions are difficult to identify and complete for a number of reasons,
including competition among prospective buyers and the need for regulatory
approvals, including antitrust approvals. Any acquisitions completed by the
Company may be made at substantial premiums over the fair value of the net
assets of the acquired companies. For example, the Company's recent acquisition
of DYNEX resulted in a cost in excess of net assets acquired of $32,959,000.
Establishment of this intangible asset will result in charges to operating
income of approximately $825,000 per year over a 40-year amortization period.
There can be no assurance that the Company will be able to complete future
acquisitions or that the Company will be able to successfully integrate any
acquired businesses. In order to finance such acquisitions, it may be necessary
for the Company to raise additional funds through public or private financings.
Any equity or debt financing, if available at all, may be on terms which are not
favorable to the Company and, in the case of equity financing, may result in
dilution to the Company's stockholders. See "'Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business --
Background."

Risks Associated With International Operations. International sales
accounted for 33% of the Company's revenues in fiscal 1995. The Company expects
that this percentage will increase in fiscal 1996 as a result of its
acquisitions of DYNEX, Affinity Sensors and LabSystems. The Company intends to
continue to expand its presence in international markets. International revenues
are subject to a number of risks, including the following: agreements may be
difficult to enforce and receivables difficult to collect through a foreign
country's legal system; foreign customers may have longer payment cycles;
foreign countries may impose additional withholding taxes or otherwise tax the
Company's foreign income, impose tariffs or adopt other restrictions on foreign
trade; fluctuations in exchange rates may affect product demand and adversely
affect the profitability in U.S. dollars of products and services provided by
the Company in foreign markets where payment of the Company's products and
services is made in the local currency; U.S. export licenses may be difficult to
obtain; and the protection of intellectual property in foreign countries may be
more difficult to

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enforce. There can be no assurance that any of these factors will not have a
material adverse impact on the Company's business and results of operations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business -- Customers, Marketing and Distribution."

Potential Fluctuations in Quarterly Performance. The Company's quarterly
operating results may vary significantly depending on a number of factors,
including the size, timing and shipment of individual orders, seasonality of
revenue, foreign currency exchange rates, the mix of products sold and general
economic conditions. Because the Company's operating expenses are based on
anticipated revenue levels and a high percentage of the Company's expenses are
fixed for the short term, a small variation in the timing of recognition of
revenue can cause significant variations in operating results from quarter to
quarter. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

Control by Thermo Instrument. The Company's stockholders do not have the
right to cumulate votes for the election of directors. Thermo Instrument, which
owns approximately 67% of the outstanding Common Stock of the Company, has the
power to elect the entire Board of Directors of the Company and to approve or
disapprove any corporate action submitted to a vote of the Company's
stockholders. See "Relationship with Thermo Electron and Thermo Instrument" and
"Security Ownership of Certain Beneficial Owners and Management."

Potential Conflicts of Interest. The Company may be subject to potential
conflicts of interest from time to time as a result of its relationship with
Thermo Electron and Thermo Instrument. For example, conflicts may arise in the
determination of the annual services fee payable by the Company pursuant to the
Corporate Services Agreement between the Company and Thermo Electron and in
determining whether to invest funds with or borrow funds from Thermo Electron
pursuant to other contractual arrangements. Certain officers of the Company are
also officers of Thermo Instrument, Thermo Electron and/or other subsidiaries of
Thermo Electron, and are full-time employees of Thermo Instrument or Thermo
Electron. Such officers will devote only a portion of their working time to the
affairs of the Company. For financial reporting purposes, the Company's
financial results are included in the consolidated financial statements of
Thermo Instrument and Thermo Electron. The members of the Board of Directors of
the Company who are also affiliated with Thermo Electron or Thermo Instrument
will consider not only the short-term and the long-term impact of operating
decisions on the Company, but also the impact of such decisions on the
consolidated financial results of Thermo Instrument and Thermo Electron. In some
instances the impact of such decisions could be disadvantageous to the Company
while advantageous to Thermo Instrument or Thermo Electron, or vice versa. The
Company is a party to various agreements with Thermo Electron and Thermo
Instrument that may limit the Company's operating flexibility. See "Relationship
with Thermo Electron and Thermo Instrument."

Significant Additional Shares Eligible for Sale After this Offering. The
6,500,000 shares of Common Stock owned by Thermo Instrument will become eligible
for resale under Rule 144 promulgated under the Securities Act commencing in
February 1997. In addition, as long as Thermo Instrument is able to elect a
majority of the Company's Board of Directors, it will have the ability to cause
the Company at any time to register for resale all or a portion of the Common
Stock owned by Thermo Instrument. Additional shares of Common Stock issuable
upon exercise of options granted under the Company's stock-based compensation
plans will become available for future sale in the public market at prescribed
times. Sales of a significant number of shares of Common Stock in the public
market following this offering could adversely affect the market price of the
Common Stock and affect the Company's ability to raise capital. See
"Relationship with Thermo Electron and Thermo Instrument" and "Shares Eligible
for Future Sale."

Lack of Dividends. The Company anticipates that for the foreseeable future
the Company's earnings, if any, will be retained for use in the business and
that no cash dividends will be paid on the Common Stock. Declaration of
dividends on the Common Stock will depend upon, among other things, future
earnings, the operating and financial condition of the Company, its capital
requirements and general business conditions. See "Dividend Policy."

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PRICE RANGE OF COMMON STOCK

The Company's Common Stock has been publicly traded on the American Stock
Exchange since September 18, 1996. The following table sets forth, for the
periods indicated, the high and low sales prices for the Common Stock on the
American Stock Exchange.

<TABLE>
<CAPTION>
FISCAL 1996 HIGH LOW
- ----------- ------- -------
<S> <C> <C>
Third Quarter (September 18, 1996 through September 28, 1996)................. $14 $13 1/8
Fourth Quarter................................................................ $14 5/8 $12 1/2

FISCAL 1997
- -----------
First Quarter (through January 17, 1997)...................................... $14 1/8 $13
</TABLE>

As of January 17, 1997, there were 139 holders of record of Common Stock.

DIVIDEND POLICY

The Company anticipates that for the foreseeable future the Company's
earnings, if any, will be retained for use in the business and that no cash
dividends will be paid on the Common Stock.

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
1996
------------------------------------------
FIRST(1) SECOND THIRD
-------- ------- -------
<S> <C> <C> <C>
Revenues............................................. $10,911 $18,871 $19,346
Gross Profit......................................... 4,195 9,481 9,573
Net Income (Loss).................................... (3,114) 431 787
Earnings (Loss) per Share............................ (.38) .05 .10

<CAPTION>
1995
-----------------------------------------
FIRST SECOND THIRD FOURTH
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues............................................. $6,229 $5,457 $5,350 $5,498
Gross Profit......................................... 2,540 2,320 2,266 2,372
Net Income........................................... 603 704 631 576
Earnings per Share................................... .09 .09 .08 .07

<CAPTION>
1994
-----------------------------------------
FIRST SECOND THIRD FOURTH
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues............................................. $5,665 $6,221 $6,236 $7,005
Gross Profit......................................... 2,566 2,677 2,635 3,073
Net Income........................................... 640 637 414 709
Earnings per Share................................... .10 .10 .06 .11
</TABLE>

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

(1) Includes the results of DYNEX since its acquisition by the Company on
February 7, 1996 and the results of the Affinity Sensors and LabSystems
divisions of Fisons since their acquisition by Thermo Instrument on March
29, 1996.

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CAPITALIZATION

The following table sets forth the capitalization of the Company as of
September 28, 1996, on a pro forma basis as if the issuance of 170,000 shares of
Common Stock due to the exercise of the underwriters' over-allotment in the
Company's initial public offering had occurred on September 28, 1996, after
deducting underwriting fees and commissions and estimated offering expenses
payable by the Company.

<TABLE>
<CAPTION>
SEPTEMBER 28, 1996
------------------
PRO FORMA
---------
(IN THOUSANDS,
EXCEPT SHARE
AMOUNTS)
<S> <C>
Subordinated Convertible Note, Due to Parent Company........................ $50,000
-------
Shareholders' Investment:
Common stock, $.01 par value, 25,000,000 shares authorized; 9,771,500
shares issued and outstanding, pro forma(1)............................ 98
Capital in excess of par value............................................ 47,616
Retained earnings......................................................... 247
Cumulative translation adjustment......................................... 81
-------
Total Shareholders' Investment.................................... 48,042
-------
Total Capitalization (Subordinated Convertible Note, Due to
Parent Company and Shareholders' Investment)................ $98,042
=======
</TABLE>

- ---------------
(1) Does not include 925,000 shares of Common Stock reserved for issuance under
the Company's stock-based compensation plans and 3,030,303 shares of Common
Stock reserved for issuance upon conversion of the Convertible Note. Options
to purchase 731,700 shares of Common Stock had been granted and were
outstanding under the Company's stock-based compensation plans as of
September 28, 1996. See "Management -- Compensation of Directors" and
"-- Compensation of Executive Officers" and Notes 2 and 9 of Notes to the
Company's Consolidated Financial Statements.

8
<PAGE> 10

SELECTED FINANCIAL INFORMATION

The selected financial information below as of and for the fiscal years
ended January 1, 1994, December 31, 1994 and December 30, 1995 has been derived
from the Company's Consolidated Financial Statements, which have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report included elsewhere in this Prospectus. This information should be read in
conjunction with the Company's Consolidated Financial Statements and related
notes included elsewhere in this Prospectus. The selected financial information
for the fiscal years ended December 28, 1991 and January 2, 1993 and for the
nine month periods ended September 30, 1995 and September 28, 1996 has not been
audited but, in the opinion of the Company, includes all adjustments (consisting
only of normal, recurring adjustments) necessary to present fairly such
information in accordance with generally accepted accounting principles applied
on a consistent basis. The results of operations for the nine months ended
September 28, 1996 are not necessarily indicative of results for the entire
year.

<TABLE>
<CAPTION>
PRO FORMA
COMBINED (2)
----------------------
NINE MONTHS FISCAL NINE MONTHS
ENDED YEAR ENDED
FISCAL YEAR -------------------- ------- ------------
----------------------------------------------- SEPT. 30, SEPT. 28, SEPT. 28,
1991 1992 1993 1994 1995 1995 1996 (1) 1995 1996
------- ------- ------- ------- ------- --------- --------- ------- ------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues...................... $24,737 $20,120 $24,479 $25,127 $22,534 $17,036 $ 49,128 $80,803 $ 56,316
------- ------- ------- ------- ------- ------- -------- ------- --------
Costs and Operating Expenses:
Cost of revenues............ 12,063 10,981 13,010 14,176 13,036 9,910 25,879 38,018 29,700
Selling, general and
administrative expenses... 4,110 4,067 4,914 5,054 4,804 3,464 14,925 30,243 19,887
Research and development
expenses.................. 2,308 2,448 2,242 2,042 1,325 937 5,031 8,882 6,146
Write-off of acquired
technology................ -- -- -- -- -- -- 3,500 -- --
------- ------- ------- ------- ------- ------- -------- ------- --------
18,481 17,496 20,166 21,272 19,165 14,311 49,335 77,143 55,733
------- ------- ------- ------- ------- ------- -------- ------- --------
Operating Income (Loss)....... 6,256 2,624 4,313 3,855 3,369 2,725 (207) 3,660 583
Interest Income (Expense),
Net......................... -- -- -- -- 819 503 (640) (1,690) (1,231)
------- ------- ------- ------- ------- ------- -------- ------- --------
Income (Loss) Before Income
Taxes....................... 6,256 2,624 4,313 3,855 4,188 3,228 (847) 1,970 (648)
Income Tax Provision.......... 2,745 1,449 1,775 1,455 1,674 1,290 1,049 1,148 283
------- ------- ------- ------- ------- ------- -------- ------- --------
Net Income (Loss)............. $ 3,511 $ 1,175 $ 2,538 $ 2,400 $ 2,514 $ 1,938 $ (1,896) $ 822 $ (931)
======= ======= ======= ======= ======= ======= ======== ======= ========
Earnings (Loss) per Share
(3)......................... $ .53 $ .18 $ .38 $ .36 $ .32 $ .25 $ (.23) $ .11 $ (.11)
======= ======= ======= ======= ======= ======= ======== ======= ========
Weighted Average Shares (3)... 6,617 6,617 6,617 6,617 7,811 7,675 8,213 7,811 8,213
======= ======= ======= ======= ======= ======= ======== ======= ========
BALANCE SHEET DATA (AT END OF
PERIOD):
Working Capital............... $ 5,663 $ 5,808 $ 6,333 $ 8,282 $27,105 $26,626 $ 54,363 $ 56,522
Total Assets.................. 13,830 11,767 13,596 14,349 32,907 32,868 116,444 118,603
Subordinated Convertible Note,
Due to Parent Company....... -- -- -- -- -- -- 50,000 50,000
Shareholders' Investment...... 7,892 7,838 8,332 10,162 29,146 28,565 45,883 48,042
</TABLE>

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

(2) The pro forma combined statement of operations data was derived from the pro
forma combined condensed statement of operations included elsewhere in this
Prospectus. The pro forma combined statement of operations data sets forth
the results of operations for fiscal year 1995 and the nine months ended
September 28, 1996, as if the acquisitions of DYNEX and Affinity Sensors and
LabSystems, the issuance of the $50.0 million principal amount Convertible
Note to Thermo Instrument and the repayment of the $30.0 million principal
amount note payable to Thermo Electron had occurred on January 1, 1995. The
pro forma balance sheet information sets forth the financial position of the
Company as if the issuance of 170,000 shares of Common Stock due to the
exercise of the underwriters' over-allotment in the Company's initial public
offering had occurred on September 28, 1996.

(3) Pursuant to Securities and Exchange Commission requirements, earnings (loss)
per share have been presented for all periods. Weighted average shares for
all periods include the 6,500,000 shares issued to Thermo Instrument in
connection with the initial capitalization of the Company and the effect of
the assumed exercise of stock options issued within one year prior to the
Company's initial public offering.

9
<PAGE> 11

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The Company operates in three principal areas: life sciences
instrumentation, information management systems and health physics
instrumentation. The Company's instrumentation group includes its DYNEX
Technologies and Affinity Sensors subsidiaries and its capillary electrophoresis
("CE") and MALDI-TOF mass spectrometer divisions, through which the Company
designs, manufactures and markets a broad range of instruments and consumables
based on proprietary immunoassay, optical biosensor, mass spectrometry and CE
technologies. The Company's LabSystems subsidiary designs, implements and
supports laboratory information management systems ("LIMS") and chromatography
data systems. The Company's Eberline health physics subsidiary supplies
radiation detection and counting instrumentation and sophisticated radiation
monitoring systems to the nuclear industry worldwide.

The Company's strategy is to develop and market a portfolio of instruments
and information management systems for biochemistry and other applications
through research and development of innovative products and through the
acquisition of complementary businesses and technologies. In February 1996, the
Company acquired DYNEX, which supplies automated systems, detection systems and
consumables for the immunoassay market, for $43.2 million. DYNEX incurred an
operating loss of $1.0 million on revenues of $28.5 million for the period from
April 1, 1995 through February 7, 1996. DYNEX's operating loss includes
corporate service fees charged by its former parent company of $0.7 million. In
addition, DYNEX changed suppliers of plastic resins used in the manufacture of
certain of its products. This change resulted in reduced revenue during the
transition period.

In July 1996, the Company acquired the Affinity Sensors and LabSystems
divisions of Fisons from Thermo Instrument for $9.0 million, subject to a
post-closing adjustment. Affinity Sensors supplies optical biosensors used in
life sciences research by the pharmaceutical and biotechnology industries,
universities and medical research institutes. Affinity Sensors was established
to develop and commercialize products based on a new technology, optical
biosensors, and commenced commercial sales in 1993. Affinity Sensors incurred a
pre-tax loss of $2.5 million on revenues of $2.4 million in 1995. LabSystems
markets laboratory information management systems and chromatography data
systems used in research and development, quality assurance and control, and
processing plants. LabSystems had pre-tax income of $3.1 million on revenues of
$20.0 million in 1995. Because, as of September 28, 1996, the Company, Affinity
Sensors and LabSystems were deemed for accounting purposes to be under control
of their common owner, Thermo Instrument, which had acquired a substantial
portion of the businesses comprising the Scientific Instruments Division of
Fisons on March 29, 1996, the accompanying financial information as of and for
the nine months ended September 28, 1996 includes the results of operations of
Affinity Sensors and LabSystems from March 29, 1996, the date these businesses
were acquired by Thermo Instrument. During the nine months ended September 28,
1996, the Company wrote-off $3.5 million of acquired technology in connection
with these acquisitions.

RESULTS OF OPERATIONS

Nine Months Ended September 28, 1996 Compared With Nine Months Ended September
30, 1995

Revenues increased to $49.1 million in the first nine months of 1996 from
$17.0 million in the first nine months of 1995. This increase was primarily due
to the inclusion of $23.5 million in revenues from DYNEX, which was acquired in
February 1996, and the inclusion of $11.8 million in revenues from LabSystems
and Affinity Sensors, which were acquired as of March 29, 1996 for accounting
purposes, offset in part by lower revenues at the Company's MALDI-TOF division
due to increased competition and a change in distribution channels from
commission-based sales agents to distributors. In addition, revenues at the
Company's Eberline health physics subsidiary decreased primarily due to reduced
spending at U.S. Department of Energy facilities as a result of the federal
budgetary impasse.

The gross profit margin increased to 47% in the first nine months of 1996
from 42% in the first nine months of 1995, primarily due to the inclusion of
higher-margin revenues at LabSystems and Affinity Sensors and, to a lesser
extent, at DYNEX. These increases were offset in part by a decrease in margins
at the

10
<PAGE> 12

Company's MALDI-TOF division, due to a change in distribution channels from
commission-based sales agents to distributors, which resulted in reduced
revenues.

Selling, general and administrative expenses as a percentage of revenues
increased to 30% in the first nine months of 1996 from 20% in the first nine
months of 1995, primarily due to higher costs as a percentage of revenues at
DYNEX and LabSystems. In mid-1996 the Company implemented cost reduction plans
at DYNEX and LabSystems, which are expected to reduce selling, general and
administrative expenses as a percentage of revenues at each business primarily
by decreasing staffing levels and, to a lesser extent, travel and other related
costs. Research and development expenses increased to $5.0 million in the first
nine months of 1996 from $0.9 million in the first nine months of 1995,
primarily due to the inclusion of expenses at DYNEX, LabSystems, and Affinity
Sensors.

During the first nine months of 1996, Thermo Instrument wrote off $3.5
million in acquired technology in connection with the acquisition of Affinity
Sensors and LabSystems. Because the Company, Affinity Sensors, and LabSystems
were deemed for accounting purposes to be under control of their common majority
owner, Thermo Instrument, this write-off is included in the Company's results of
operations.

Interest income in both periods primarily represents interest earned on the
invested proceeds from the Company's March 1995 and April 1995 private
placements of common stock. Interest expense in the first nine months of 1996
represents interest associated with the $30.0 million promissory note issued to
Thermo Electron in February 1996, which was repaid in July 1996 and, to a lesser
extent, interest associated with the $50.0 million principal amount subordinated
convertible note issued to Thermo Instrument in July 1996. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."

The effective tax rate was 40% in both periods, excluding the effect of the
March 1996 write-off of acquired technology associated with the acquisition of
U.K.-based Affinity Sensors and LabSystems, for which no tax benefit has been
recorded. This rate exceeds the statutory federal income tax rate primarily due
to the impact of state income taxes.

In 1995, the Company had sales to customers outside of the United States
which represented 33% of total revenues. With the acquisitions of DYNEX,
Affinity Sensors and LabSystems, the Company expects that an increasing
percentage of its manufacturing operations and a majority of its revenues will
be to customers outside the United States. Inherent in international operations
are risks such as greater difficulties in collecting accounts receivable due to
longer payment cycles and possible difficulties enforcing agreements and legal
claims in foreign jurisdictions. Tax rates in certain foreign countries exceed
that of the United States and foreign earnings may be subject to withholding
requirements or the imposition of tariffs, exchange controls or other
restrictions. In addition, currency exchange fluctuations affecting the
relationship between the U.S. dollar and foreign currencies may adversely affect
the Company's results of operations and cash flows. See "Risk Factors -- Risks
Associated With International Operations."

1995 Compared With 1994

Revenues decreased 10% to $22.5 million in 1995 from $25.1 million in 1994,
primarily due to lower health physics sales which resulted from lower capital
spending by commercial nuclear power producers and government laboratories, U.S.
government budget constraints and regulatory uncertainty concerning clean-up
projects.

The gross profit margin declined to 42% in 1995 from 44% in 1994. This
reduction was primarily due to lower sales of high-margin personnel
contamination monitors and environmental monitors produced by the Company's
Eberline health physics subsidiary.

Selling, general and administrative expenses as a percentage of revenues
increased to 21% in 1995 from 20% in 1994 due to the decrease in revenues noted
above. Research and development expenses decreased to $1.3 million in 1995 from
$2.0 million in 1994 primarily due to the elimination of German research and
development activities at the Company's MALDI-TOF division and a reduction in
spending at the Company's Eberline health physics subsidiary in 1994 and in
1995.

11
<PAGE> 13

Interest income in 1995 represents interest on the net proceeds of the
Company's private placements of Common Stock in March 1995 and April 1995.

The effective tax rate was 40% in 1995 and 38% in 1994. These rates exceed
the statutory federal rate primarily due to the impact of state income taxes.
The increase in the effective rate resulted from the inability in 1995 to
provide a tax benefit on foreign losses and a reduced tax benefit associated
with the Company's foreign sales corporation.

1994 Compared With 1993

Revenues increased 3% to $25.1 million in 1994 from $24.5 million in 1993,
due to an increase in revenues of the Company's MALDI-TOF product line caused by
increased market acceptance of those products, offset in part by lower health
physics revenues caused by reduced spending by the DOE and commercial nuclear
power producers.

The gross profit margin declined to 44% in 1994 from 47% in 1993 due to
lower sales of one of the Company's high-margin health physics instruments.

Selling, general and administrative expenses as a percentage of revenues
was 20% in both periods. Research and development expenses decreased to $2.0
million in 1994 from $2.2 million in 1993 primarily due to a reduction in
spending at the Company's Eberline health physics subsidiary in 1994.

The effective tax rate was 38% in 1994 and 41% in 1993. These rates exceed
the statutory federal rate primarily due to the impact of state income taxes.
The decrease in the effective rate resulted from the inability in 1993 to
provide a tax benefit on foreign losses.

LIQUIDITY AND CAPITAL RESOURCES

Consolidated working capital was $54.4 million as of September 28, 1996,
compared with $27.1 million as of December 30, 1995. Included in working with
capital are cash and cash equivalents of $42.8 million as of September 28, 1996,
compared with $17.7 million as of December 30, 1995. During the first nine
months of 1996, $9.2 million of cash was provided by operating activities.
Accounts payable and other current liabilities increased by approximately $3.6
million primarily as a result of higher accounts payable and accrued expense
balances at DYNEX, which had been reduced from normal levels in anticipation of
its acquisition by the Company. During the first nine months of 1996, the
Company expended $0.6 million for the purchases of property, plant and
equipment. The Company expects to expend approximately $0.2 million for
additional purchases of property, plant and equipment during the remainder of
1996.

In February 1996, the Company purchased DYNEX for approximately $43.2
million. To help finance the acquisition of DYNEX, the Company borrowed $30.0
million from Thermo Electron pursuant to a promissory note due February 1997,
and bearing interest at the 90-day Commercial Paper Composite Rate, as quoted by
Merrill Lynch, plus 25 basis points, set at the beginning of each quarter. The
interest rate for this note was 5.69% as of June 29, 1996.

In July 1996, the Company purchased Affinity Sensors and LabSystems from
Thermo Instrument for approximately $9.0 million, subject to a post-closing
adjustment to be negotiated with Fisons by Thermo Instrument in connection with
the negotiations for the settlement of the final purchase price for all of the
businesses of Fisons acquired by Thermo Instrument in March 1996. In connection
with the acquisition of Affinity Sensors and LabSystems in July 1996, the
Company issued to Thermo Instrument a $50.0 million principal amount 4.875%
subordinated convertible note due 2001, convertible into shares of the Company's
common stock at $16.50 per share. The Company used part of the proceeds of the
subordinated convertible note to retire the $30.0 million promissory note issued
to Thermo Electron in connection with the acquisition of DYNEX.

In September 1996, the Company sold 1,500,000 shares of its common stock in
an initial public offering at $14.00 per share for net proceeds of approximately
$18.6 million. Subsequent to the end of the quarter, the underwriters of the
Company's initial public offering exercised their over-allotment option to
purchase an additional 170,000 shares of its common stock for net proceeds of
$2.2 million.

12
<PAGE> 14

Although the Company expects to have positive cash flow from its existing
operations, the Company anticipates it will require significant amounts of cash
to pursue the acquisition of complementary businesses. The Company expects that
it will finance these acquisitions through a combination of internal funds,
additional debt or equity financing, and/or short-term borrowings from Thermo
Instrument or Thermo Electron, although there is no agreement with Thermo
Instrument or Thermo Electron under which such parties are obligated to lend
funds to the Company. The Company believes that its existing resources are
sufficient to meet the capital requirements of its existing businesses for the
foreseeable future.

13
<PAGE> 15

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS OF DYNEX TECHNOLOGIES

OVERVIEW

DYNEX Technologies operated as a division of Dynatech Corporation through
February 7, 1996. The Company acquired substantially all of the assets of DYNEX,
subject to certain liabilities, on February 7, 1996. DYNEX designs, manufactures
and markets products used in the immunoassay segment of the bioinstrumentation
market.

In describing the results of operations below, the period from April 1,
1995 through February 7, 1996 is referenced as fiscal 1996, and the years ended
March 31, 1995 and 1994 are referenced as fiscal 1995 and fiscal 1994,
respectively.

RESULTS OF OPERATIONS

Fiscal 1996 Compared With Fiscal 1995

Revenues decreased 24% to $28.5 million in fiscal 1996 from $37.3 million
in fiscal 1995. Revenues decreased $5.8 million in fiscal 1996 due to the
abbreviated fiscal year. In addition, DYNEX had nonrecurring sales of certain
products to customers in Russia of $0.2 million in fiscal 1996 compared with
$3.0 million in fiscal 1995.

The gross profit margin decreased to 45% in fiscal 1996 from 46% in fiscal
1995, primarily due to an increase in lower margin sales to original equipment
manufacturers ("OEM's"), offset in part by a reduction in lower margin
nonrecurring sales in fiscal 1996 of certain products manufactured by third
parties for customers in Russia.

Selling, general and administrative expenses as a percentage of revenues
increased to 40% in fiscal 1996 from 34% in fiscal 1995 primarily due to the
decrease in revenues discussed above. Research and development expenses
decreased to $2.3 million in fiscal 1996 from $2.5 million in fiscal 1995
primarily due to the abbreviated fiscal year.

Interest expense increased in fiscal 1996 primarily due to an increase in
the interest allocation from Dynatech Corporation as a result of increased
borrowings.

The effective tax rates in fiscal 1996 and fiscal 1995 differ from the
statutory federal income tax rate primarily due to the inability to provide a
tax benefit on losses incurred at certain subsidiaries and, to a lesser extent,
higher tax rates at certain foreign subsidiaries.

Fiscal 1995 Compared With Fiscal 1994

Revenues increased 24% to $37.3 million in fiscal 1995 from $30.1 million
in fiscal 1994. Revenues increased primarily due to increased demand, which
resulted in part from the introduction of certain new instrumentation products.
In addition, nonrecurring sales of certain products to customers in Russia
accounted for an increase in revenues of $2.3 million.

The gross profit margin decreased to 46% in fiscal 1995 from 49% in fiscal
1994, primarily due to the inclusion of lower margin nonrecurring revenues on
the sale of certain products manufactured by third parties for customers in
Russia, and an increase in lower margin sales to OEM's.

Selling, general and administrative expenses as a percentage of revenues
decreased to 34% in fiscal 1995 from 41% in fiscal 1994 primarily due to the
increase in revenues discussed above. Research and development expenses were
$2.5 million in both periods.

Interest expense decreased in fiscal 1995 primarily due to a decrease in
the interest allocation from Dynatech Corporation.

The effective tax rates in fiscal 1995 and fiscal 1994 differ from the
statutory federal income tax rate primarily due to the inability to provide a
tax benefit on losses incurred at certain subsidiaries and, to a lesser extent,
higher tax rates at certain foreign subsidiaries.

14
<PAGE> 16

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
OF AFFINITY SENSORS AND LABSYSTEMS

OVERVIEW

Affinity Sensors and LabSystems operated as divisions of Fisons plc through
March 29, 1996 at which time Thermo Instrument acquired a substantial portion of
the Scientific Instruments Division of Fisons plc (of which Affinity Sensors and
LabSystems form a part). In July 1996, the Company acquired Affinity Sensors and
LabSystems from Thermo Instrument.

Affinity Sensors was established to develop and commercialize products
based on a new technology, optical biosensors, and commenced commercial sales in
1993. LabSystems designs, implements and supports laboratory information
management systems and chromatography data systems.

RESULTS OF OPERATIONS

First Quarter 1996 Compared with First Quarter 1995

Turnover increased 7% to 2.9 million British pounds sterling in the first
quarter of 1996 from 2.7 million British pounds sterling in the first quarter of
1995. This increase was primarily due to an increase of 0.6 million British
pounds sterling in turnover at LabSystems due to increased demand for its
product in South America and Asia, partially offset by a decrease in turnover of
0.4 million British pounds sterling at Affinity Sensors due to the timing of
certain shipments.

The gross profit margin declined to 53% in the first quarter of 1996, from
63% in the first quarter of 1995, primarily due to a provision for obsolescence
recorded in the first quarter of 1996 for approximately 0.3 million British
pounds sterling.

Distribution costs represented 30% of turnover in the first quarter of 1996
compared with 24% of turnover in the first quarter of 1995. The increase was
primarily due to an increase in the reserve for bad debts of approximately 0.2
million British pounds sterling. Administrative expenses remained constant at
63% of turnover in both periods.

1995 Compared With 1994

Turnover decreased 4% to 14.4 million British pounds sterling in 1995 from
15.0 million British pounds sterling in 1994. This decrease was primarily due to
a decrease of 1.0 million British pounds sterling in turnover at LabSystems due
to a decrease in demand for its chromatography data systems, offset in part by
an increase in turnover of 0.4 million British pounds sterling at Affinity
Sensors due to increased demand.

The gross profit margin increased to 75% in 1995 from 72% in 1994,
primarily due to a change in sales mix at Affinity Sensors.

Distribution costs represented 18% of turnover in 1995 compared with 21% of
turnover in 1994. The decrease was primarily due to a restructuring of
LabSystems' United States sales office which resulted in the elimination of
approximately one third of the office's sales personnel. Administrative expenses
remained constant at 55% of turnover in both periods.

The tax provision in both periods exceeded the United Kingdom statutory
rate of 33% primarily due to losses incurred by sales offices in the United
States for which no tax benefit has been recorded.

1994 Compared With 1993

Turnover decreased 6% to 15.0 million British pounds sterling in 1994 from
16.0 million British pounds sterling in 1993. This decrease was primarily due to
a decrease of 1.7 million British pounds sterling in turnover at LabSystems due
to a decrease in demand for its chromatography data systems products, offset in
part by an increase in turnover of 0.7 million British pounds sterling at
Affinity Sensors due to increased demand.

15
<PAGE> 17

The gross profit margin decreased to 72% in 1994 from 74% in 1993 due to a
decrease in turnover of higher margin products at LabSystems.

Distribution costs represented 21% of turnover in 1994 compared with 18% of
turnover in 1993. This increase was primarily due to an increase of
approximately 0.4 million British pounds sterling in costs for Affinity Sensors'
United States sales office for a full year of operations in 1994 compared with
three months in 1993. Administrative expenses represented 55% of turnover in
1994 compared with 58% of turnover in 1993. This decrease was primarily due to a
write-off of 0.4 million British pounds sterling of intangibles in 1993.

The tax provision in both periods exceeds the United Kingdom statutory rate
of 33% primarily due to losses incurred by sales offices in the United States
for which no tax benefit has been recorded.

16
<PAGE> 18

BUSINESS

Thermo BioAnalysis designs, manufactures and markets instruments and
information management systems for use in biochemical research and production,
as well as in clinical diagnostics. The Company focuses on three principal
product areas:

- Instrumentation. The Company markets a broad range of instruments and
consumables based on proprietary immunoassay, optical biosensor, mass
spectrometry and capillary electrophoresis technologies.

- Information Management Systems. The Company offers laboratory information
management systems ("LIMS") and chromatography data systems for use in
laboratories and clinical testing facilities. The Company's information
management systems are designed to facilitate the monitoring and analysis
of samples throughout the laboratory or clinical lifecycle.

- Health Physics. The Company markets radiation detection instrumentation
and complete radiation monitoring systems for use in and around nuclear
power plants and other facilities where radioactive materials are used.

During the past decade, life sciences researchers have made significant
advances in identifying the basic mechanisms of biological activity at the
molecular level. These advances have created the need for increasingly
sophisticated instrumentation that allows companies to capitalize on the
improved understanding of molecular biology by developing novel drug therapies
and diagnostic products for human and animal health. In addition to the
significantly more complex biological problems under investigation, these
advances have also dramatically increased the quantity of information that needs
to be analyzed and processed. As a result, the ability to enhance productivity
and reduce product development time and cost in life sciences research has
become an increasingly important challenge and a potential competitive advantage
for pharmaceutical and biotechnology companies. These factors underly the rapid
growth in demand for life sciences instrumentation and related products as well
as the introduction of advanced bioanalytical systems such as those developed
and marketed by the Company.

The Company's strategy is to develop and market a broad portfolio of
instruments and information management systems for biochemistry applications
that address the needs of the laboratory and clinical diagnostic markets. The
Company seeks to implement this strategy through a combination of innovative
research and development and strategic acquisitions designed to expand its
technologies and product offerings. For example, the Company's recently-acquired
Affinity Sensors division has developed a line of optical biosensors that enable
real-time analysis of molecular interactions. In addition, in February 1996 the
Company acquired DYNEX Technologies ("DYNEX"), formerly Dynatech Laboratories, a
division of Dynatech Corporation, a leading supplier of automated systems,
detection systems, and consumables for the immunoassay market. The Company
markets and sells its products worldwide through a number of channels, including
a direct sales force, independent sales representatives, distributors and
original equipment manufacturers ("OEMs").

PRODUCTS

Instrumentation

The Company designs, manufactures and markets a broad range of instruments
and consumables based on proprietary immunoassay, optical biosensor, mass
spectrometry and capillary electrophoresis technologies. The Company's products
include automated systems, detection systems and consumables for the immunoassay
market offered under the "DYNEX" name; optical biosensors marketed under the
"Affinity Sensors" name; MALDI-TOF mass spectrometers; and capillary
electrophoresis systems, components and accessories.

Immunoassay. DYNEX designs, manufactures, sells and supports products for
immunoassay testing. Immunoassay is an analytical method used for the
qualitative and quantitative analysis of biological molecules. Immunoassays are
widely used in pharmaceutical and biopharmaceutical research, as well as for
clinical testing and diagnosis of patient samples. In vitro diagnostic
instruments for immunoassay testing are designed to measure the presence of
specific substances, or analytes, in blood or other body fluids.

17
<PAGE> 19

Immunoassay testing is one of the most widely-used methods for diagnostic
testing due to its ability to detect very small quantities of analytes.
Immunoassay technology is used in a number of screening, diagnostic and
monitoring tests, including tests for pregnancy, hepatitis and HIV. Immunoassay
products are used in medical and pharmaceutical research, clinical diagnostics,
veterinary medicine, agricultural diagnostics, water quality testing, and food
and beverage testing.

DYNEX is a market leader in microplate technology, which significantly
improves the speed and efficiency of immunoassay testing. This technology
enables laboratories to run analyses of up to 96 samples simultaneously using
small amounts of both the sample being tested and the chemicals used to test the
samples. Microplate systems offer clinical users the ability to automate and
increase the throughput of their testing processes. These systems also allow
researchers to conduct tests on small samples with increased sensitivity and
consistency. DYNEX pioneered the development of microplate technology, now an
industry standard for immunoassay testing in clinical applications and in
pharmaceutical and biopharmaceutical research, with its Microtiter product line,
and holds all rights to the Microtiter tradename.

A Microtiter system is comprised of several components, including a plastic
96-well plate, a detection device and a washer. In the Microtiter system, a
reagent, or testing chemical, is bound to the Microtiter plate. The tested
sample is placed in one of the wells; if the specific analyte being tested is
present, it will attach itself to the substance bound to the microplate. The
remainder of the sample is then washed out, leaving the analyte bound to the
well. A second reagent is then added to each well and if any analyte is present,
the second reagent adheres to it. Each well is then washed clean of unattached
reagents and analyzed with a luminescence, fluorescence or absorbance detector.
The detector measures the presence of the second reagent, either through its
luminescent or fluorescent qualities or by its color. The amount of analyte
present in the original sample can then be derived by determining the amount of
the second reagent in the well at the end of the test cycle.

The Company believes that it offers among the most sensitive, flexible and
automated Microtiter systems currently available. The primary advantage of the
DYNEX Microtiter immunoassay testing system is the breadth of the Company's line
of Microplate products and services. In addition, DYNEX's Microtiter products
are compatible with all detection technologies and many reagent test kits. A
number of immunoassay systems currently available are closed systems,
manufactured and supplied by certain reagent manufacturers. These closed systems
can only process tests made by that manufacturer, limiting flexibility and
requiring the user to purchase multiple systems in order to utilize a variety of
test kits. The Microtiter system is an open system which allows laboratories and
clinics to select the most appropriate and cost-effective assay from products
offered by several competing reagent manufacturers and to rapidly introduce new
diagnostic tests as they become available. The Company believes that this
advantage will become increasingly important as laboratories and clinics face
mounting cost pressure in the current healthcare environment.

The Company's principal immunoassay products include:

- Microtiter detection systems, which read the results of diagnostic tests
through the detection of color, luminescence or fluorescence. The Company
markets the DYNEX ImmunoAssay System ("DIAS") reader, a modular,
fully-automated detector that serves as a stand-alone reader or as the
controlling unit of DYNEX's automated Microtiter plate processing system;
the MRX and MRX-HD colorimetric detectors; the MLX luminescence detector;
and the Fluorolite line of fluorescence detectors. Suggested U.S. list
prices for Microtiter plate detectors and computerized detection systems
range from approximately $9,000 to approximately $30,000.

- Automated testing systems, which combine detection, washing, reagent
dispensing, incubation and data management functions. The Company's DIAS
system with time management software allows users to automatically
process and analyze Microtiter applications and to conduct several assays
or tests concurrently or at pre-scheduled intervals. This system can be
configured to hold up to 24 Microtiter plates, resulting in the automated
analysis of up to 2,304 samples. Suggested U.S. list prices for these
systems range from approximately $50,000 to approximately $90,000,
depending on system configuration.

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<PAGE> 20

- Consumables, consisting primarily of small plastic Microtiter plates with
96 wells, which are used to hold the sample and reagents during the
testing process. The Company's consumables are used by both reagent
manufacturers, who coat them with reagents and resell them to
laboratories, and by researchers, who are developing new applications
using experimental reagents for testing purposes. The Company's plastic
products are manufactured using high-performance resins with
characteristics that facilitate consistent test results.

Optical Biosensors. Optical biosensor systems are a new technology used to
quantify biomolecules and characterize their functional properties. Optical
biosensor systems monitor the interaction of two or more biological compounds by
measuring changes in the refractive index caused by molecular activity. Unlike
competing technologies, which statically measure only the presence and quantity
of a biomolecule, optical biosensors dynamically measure the speed and strength
of the molecular interaction. The result is an analytical instrument which
provides previously unavailable information regarding molecular activity in real
time without the need for chemical or radioactive labels, thereby reducing the
time associated with the testing process. The Company believes that optical
biosensors may be useful in developing more effective therapeutics, more
selective diagnostics and a greater understanding of the molecular basis of
inter- and intracellular communication.

The Company's Affinity Sensors division ("Affinity Sensors") designs,
develops and sells optical biosensors for life sciences research in the
pharmaceutical and biotechnology industries, universities and medical research
institutes. Affinity Sensors' biosensor-based assay system, known as IAsys, is
an optical biosensor system comprised of two components, an instrument system
and a disposable biosensor which can have tailored specificity and can be used
up to one hundred or more times before disposal. The Company offers both manual
and automated versions of its IAsys optical biosensor system for performing a
broad range of assays and affinity measurements. Suggested U.S. list prices for
the IAsys optical biosensor system range from approximately $85,000 to
approximately $200,000.

The Company believes that its IAsys optical biosensor systems offer
practical, cost and time saving advantages over conventional analytical
technologies. The IAsys system eliminates the multi-step process associated with
conventional testing techniques such as enzyme-linked immunosorbant assays
("ELISA"), radio-immunoassays ("RIA"), ultracentrifugation and fluorescence
polarization, thereby reducing the amount of time necessary to obtain test
results and enhancing research productivity. The IAsys system uses a cuvette
rather than a flow-through design, thereby allowing the monitoring of reactions
for an unlimited period and the recovery of substantially all of the sample used
in the testing process.

Affinity Sensors has incorporated patented technology into the IAsys system
that directly detects an extensive range of analytes, including
biopharmaceuticals, proteins, peptides, DNA and cells. The Company believes that
the IAsys system has a wide range of applications, including life sciences
research, clinical diagnostics, environmental, industrial and defense
applications. Researchers use the Company's optical biosensors to assist them in
understanding which molecules interact, how many interact, how strongly and how
quickly they interact, and how they bind relative to one another.

MALDI-TOF Mass Spectrometry. Mass spectrometry measures the molecular
weight of a sample's components, thereby enabling identification and measurement
of organic chemical compounds and/or inorganic elements contained in the sample.
Historically, mass spectrometry has been of little use to biochemists because
mass spectrometry measurements of large molecules, such as the biomolecules that
comprise peptides and proteins which have molecular weights in excess of 3,000
daltons, were not possible.

The development of ionization techniques such as those used in the
MALDI-TOF mass spectrometer have solved this problem. MALDI-TOF mass
spectrometers, first commercially available in 1990, measure the amount of time
required for an ionized molecule to reach a detector and convert that
measurement into a measurement of mass. Using these devices, biochemists can
measure molecules with molecular weights of up to 500,000 daltons.

The Company currently offers two MALDI-TOF mass spectrometers: LASERMAT, an
automated standard-resolution benchtop instrument controlled by a personal
computer and designed to permit biochem-

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<PAGE> 21

ists to conduct fast and accurate measurements in their own laboratories; and
VISION 2000, a high-resolution, research-grade instrument designed for the
analysis of complex biomolecules with a mass range of up to 500,000 daltons.
VISION 2000 incorporates an advanced technology for obtaining detailed
structural information, such as the amino acid sequence of a peptide, by purely
instrumental means. The Company is also completing the development of DYNAMO, an
enhanced benchtop MALDI-TOF mass spectrometer which has significantly enhanced
resolution. Suggested U.S. list prices for the Company's MALDI-TOF mass
spectrometers range from approximately $100,000 to approximately $250,000.

Capillary Electrophoresis. Capillary electrophoresis or "CE" is a
purification and separation technique commercially introduced in 1989. CE
systems separate molecules by measuring the speeds at which different compounds
move through an extremely narrow tube or capillary that is charged with an
electric field.

The largest market for CE systems are biopharmaceutical companies, whose
research activities require state-of-the-art CE systems and related supplies.
One of the principal applications for CE systems is the analysis and separation
of biomolecules such as proteins, peptides and nucleic acids, including DNA.
Applications of DNA separation by CE include the identification of specific
individuals through DNA "fingerprinting" and the diagnosis of diseases and
specific genetic disorders such as leukemia, hepatitis and sickle cell anemia.

The Company's SpectraPHORESIS line of CE systems includes a low-cost,
manually-controlled CE system and a fully-automated CE system with multiple
wavelength detectors. The Company recently introduced its new generation CE
system, the SpectraPHORESIS Ultra. The Company believes that the SpectraPHORESIS
Ultra has more than twice the sample capacity of competing products, thereby
permitting users to decrease labor costs by allowing longer periods of
unattended operation. The Company's CE systems offer high sensitivity, as well
as advanced data handling, control and automation features. The Company also
offers a line of CE capillaries, buffers and other consumables. Suggested U.S.
list prices for the Company's CE products range from approximately $1,750 to
approximately $40,000.

Information Management Systems

Laboratories and clinical facilities are gathering increasing amounts of
data from a variety of sources utilizing an array of instrumental and
non-instrumental techniques. These data must then be organized, interpreted,
distributed and archived for a variety of business and regulatory reasons.

Companies can improve the efficiency of their analytical laboratories by
using a laboratory information management system ("LIMS") to perform sample
login, test scheduling, test execution, automated results entry, results
validation, reporting and data archiving. LIMS benefits include minimizing the
number of laboratory personnel needed to handle increases in sample volume,
facilitating the implementation of new analytical procedures and improving
compliance with regulatory guidelines. Productivity and accuracy can also be
enhanced by reducing manual data transcription and automating error-prone manual
tasks such as sample status tracking, calculations, report preparation, and
information retrieval. In addition, LIMS facilitates the maintenance of data and
procedure security, audit trails and validation checks that are key components
in complying with regulatory agency requirements.

LabSystems, the Company's information management systems subsidiary,
designs, develops and supports LIMS and chromatography data systems. LabSystems
is recognized as one of the world's leading LIMS suppliers. LabSystems also
maintains an implementation support group that provides software customization
and project management services for its customers. LabSystems' products are
distributed throughout a wide user base including research and development,
quality assurance/quality control and processing facilities. A substantial
majority of LabSystems' customers are Fortune 500 companies in the process
chemical, aerospace, pharmaceutical, environmental, oil and gas, petrochemical,
automotive, food and beverage, agricultural and medical products industries.

SampleManager, LabSystems' LIMS product, is a fully-integrated suite of
software modules that provides industry-specific functionality in the areas of
statistical analysis, instrument control, pharmaceutical stability studies,
pharmaceutical batch material control and data security and integrity. The
Company believes

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<PAGE> 22

that its SampleManager is the only LIMS product that uses open system
architecture, allowing easy integration with other software packages and
platforms. The current version of SampleManager is available on DEC, HP and IBM
platforms, running Rdb and Oracle databases. The Company believes that it was
the first LIMS vendor worldwide to achieve an accredited ISO 9001/TickIT
certification.

LabSystems also offers SampleManager-IDI, a software module that enables
SampleManager to interface with SAP AG's R3 office data management system. The
Company's SampleManager-IDI software module has been certified by SAP AG and
integrates SampleManager with the user's other software data systems. The
Company believes that its SampleManager-IDI interface is an important selling
point for the SampleManager product.

XChrom and Multichrom, the Company's chromatography data systems or "CDS"
products, are open system analytical tools which assist users in analyzing
chromatographic data obtained via gas and liquid chromatography and capillary
electrophoresis. XChrom is available on a variety of platforms, runs on any
Intel 486 or Pentium-based personal computer under Microsoft Windows NT, and may
be customized to suit most hardware configurations. Multichrom is a multi-user,
multi-channel system for the DEC Alpha AXP and VAX platforms under the OpenVMS
operating system. Chromatography instruments and autosamplers from leading
vendors can be controlled centrally by XChrom and Multichrom, providing a common
interface between instruments and aiding productivity and compliance with
regulatory practices.

XChrom and Multichrom are designed for use as stand-alone data systems or
as part of an integrated system running LIMS products. Sample lists, calibration
protocols and analytical results can be shared between the two applications,
simplifying operation and avoiding transcription errors. The close interaction
between the Company's LIMS and chromatography applications is of particular
benefit to customers operating in a regulated environment.

LabSystems recently introduced Yukon, a software interface between
SampleManager and various analytical instruments. Yukon allows laboratory
personnel to automatically send analytical results from a laboratory test
instrument to SampleManager, thereby eliminating the time-consuming task of
manually transmitting such results into the management information system and
ensuring a secure information flow free of transcription errors.

Suggested U.S. list prices for SampleManager, XChrom, Multichrom and Yukon
are approximately $150,000, $50,000, $50,000 and $7,500, respectively.

Health Physics

The Company believes that its Eberline health physics subsidiary is a
leading supplier of radiation detection and counting instrumentation and
sophisticated radiation monitoring systems to the nuclear industry. Eberline
produces a broad range of products, including portable and stand-alone
instruments and computer-integrated systems that detect and measure nuclear
radiation in and around nuclear power plants and other facilities where
radioactive materials are used. In May 1986, a portal monitor supplied by the
Company's predecessor to a nuclear power plant in Sweden provided the first
indication to Western countries of unusually high levels of nuclear radiation
that resulted from the Chernobyl reactor accident in the former Soviet Union.

Approximately 65% of the radiation monitoring instruments sold by Eberline
are purchased for use in nuclear power plants and United States Department of
Energy facilities. The remainder are sold to medical and educational
institutions, the military service, state and local governments and others. For
a discussion of a recent trend in purchases by the Departments of Defense and
Energy, see "Risk Factors -- Dependence on Capital Spending Policies and
Government Funding."

The Company's radiation monitoring instruments can be separated into three
broad categories:

- Automated Contamination Monitors. Eberline offers a line of automated
contamination monitors that detect and measure trace amounts of
radioactive material on personnel, clothing, tools, wastes and other
materials that are removed from radiologically controlled or potentially
contaminated areas.

- Environmental Monitors. Eberline manufactures and sells a complete line
of environmental monitors, including air monitors, air samplers/pumps,
area monitors and system data acquisition computers that

21
<PAGE> 23

measure radioactive gases such as radon and radioactive particulates in
the ambient air, in work spaces, in effluents to the atmosphere and in
residential and commercial buildings.

- Portable Monitors. Eberline also offers portable survey meters that
detect and monitor nuclear radiation dose rates and contamination levels,
electronic alarming dosimeters that are worn by personnel working in
radiologically controlled areas and a complete system of readers,
computers and software to implement a fully integrated dosimetry
management and access control system. Limits placed on dose rates are the
basis for the precautions taken to ensure the safety of personnel who
enter and work in radiologically controlled areas.

Eberline also designs, manufactures and installs complete
computer-integrated systems for monitoring effluents from nuclear power plants
and for making radiation measurements at strategic locations throughout such
facilities. These systems comprise a network of radiation monitors and data
acquisition subsystems that process and store measurements and, on request,
transmit data to a central system controller for display and recordkeeping.
Eberline provides the hardware, software and customer service for these
installed systems. Since 1978, Eberline has installed systems in more than 65
nuclear facilities worldwide.

Suggested U.S. list prices for the Company's health physics products range
from approximately $500 for portable survey meters to in excess of $1 million
for complete monitoring systems.

CUSTOMERS, MARKETING AND DISTRIBUTION

Customers

The Company's customers include pharmaceutical, biotechnology, chemical and
industrial companies as well as academic institutions, government laboratories
and private foundations. The Company anticipates that it will derive a majority
of its revenues from customers located outside of North America in fiscal 1996.
See "Risk Factors -- Risks Associated with International Operations." For more
detailed financial information regarding the Company's foreign and domestic
operations and export sales, see Note 8 of Notes to the Company's Consolidated
Financial Statements. In fiscal 1995, sales of products by the Company's
Eberline subsidiary to various branches of the United States government
accounted for approximately 24% of the Company's total revenues. No other
customer accounted for more than 10% of the Company's total revenues in fiscal
1995.

Marketing and Distribution

The Company markets and distributes its products through a number of
channels, including a direct sales force, independent sales representatives,
distributors and OEMs. The method of distribution is determined by product line
and market size and potential, as well as by local business convention, industry
mix and the availability of technically-qualified representatives.

Instrumentation. DYNEX has focused its sales efforts on the clinical
diagnostic and research markets, including healthcare and hospital facilities,
chemical and pharmaceutical manufacturers, universities, medical and
pharmaceutical research laboratories, veterinary and agricultural research
laboratories and governmental institutions such as the FDA, the NIH and the
Center for Disease Control. DYNEX's products are used principally by large
clinical and research laboratories and manufacturers, including pharmaceutical
companies, where large-batch, high volume testing methods are required.

DYNEX sells to its customers principally through its direct sales force,
OEMs and through distributors throughout the major countries in the world. DYNEX
maintains direct sales offices in the Czech Republic, France, Germany, Hong
Kong, Russia, the United Kingdom and the United States. DYNEX also sells through
manufacturers' representatives. DYNEX sells to clinical laboratories and
hospitals primarily through OEM arrangements with major reagent manufacturers
which purchase consumables and instruments for resale to their customers.

Affinity Sensors serves a variety of geographic markets and maintains
direct sales and service offices in the United Kingdom and the United States, as
well as distributors, including in some locations Thermo

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<PAGE> 24

Instrument, in Australia, Belgium, France, Germany, the Netherlands, Italy,
Spain, Scandinavia, Switzerland, Singapore and Japan. See "Relationship with
Thermo Electron and Thermo Instrument."

The Company distributes its MALDI-TOF mass spectrometry products through
its direct sales force in the United States and Western Europe and through sales
representatives elsewhere in the world. The Company distributes its MALDI-TOF
mass spectrometry products in Japan through an arrangement with ThermoQuest
Corporation, a majority-owned subsidiary of Thermo Instrument ("ThermoQuest").
ThermoQuest also distributes the Company's CE products and is the exclusive
distributor of such products in jurisdictions in which it maintains a direct
sales force. See "Relationship with Thermo Electron and Thermo Instrument."

Information Management Systems. LabSystems serves a variety of geographic
markets and maintains direct sales and service offices in the United Kingdom and
the United States, as well as a network of distributors, including in some
locations Thermo Instrument, in France, Germany, Italy, Scandinavia, Spain, the
Netherlands, the Middle East, South Africa, Australia, Brazil, Canada and
Singapore. See "Relationship with Thermo Electron and Thermo Instrument."

Health Physics. Eberline sells instruments directly in the United States
and Canada and through sales representatives elsewhere in the world. Eberline
has sales and support offices in Santa Fe, New Mexico and West Columbia, South
Carolina. In addition, direct sales representatives are located in Chicago,
Illinois, Atlanta, Georgia and Santa Fe, New Mexico.

COMPETITION

The markets for the Company's products are highly competitive. In each of
the markets it serves, the Company competes with a number of companies, many of
which have greater engineering, manufacturing and marketing resources than the
Company.

Instrumentation

DYNEX competes primarily on the basis of technological innovation, cost,
performance (including throughput and sensitivity) and flexibility. DYNEX's
principal competitors in the consumables or plastics market include Nunc-Nalge
Inc., Greiner GmbH and Corning-Costar Corporation. In the detection systems
market, DYNEX competes with Bio-Tek Instruments, Inc., Life Sciences
International Inc. and Molecular Devices Corporation. In the automated systems
market, DYNEX's competitors include BioChem Pharma Inc., Immunosystems, Inc.,
Hamilton Bonaduz AG and Tecan AG.

Affinity Sensors competes in the optical biosensor market primarily on the
basis of ease and flexibility of use, technical performance, analytical
throughput and speed of data analysis. The dominant competitor in the market for
optical biosensors is the Pharmacia Biosensor subsidiary of Pharmacia & Upjohn,
Inc.

The Company competes in the MALDI-TOF mass spectrometry market primarily on
the basis of the technical performance of its MALDI-TOF mass spectrometers as
well as on the need in the analytical biochemistry community for
highly-automated mass spectrometers. To a lesser degree, the Company also
competes on the basis of price. Principal competitors in the mass spectrometry
market include PerSeptive Biosystems, Inc., Shimadzu Corporation,
Hewlett-Packard Company ("Hewlett-Packard"), Bruker Instruments Inc. and
Micromass Ltd.

The Company competes in the market for CE systems primarily on the basis of
technical performance and automation features. The Company's principal
competitors in the CE market include Beckman Instruments, Inc. ("Beckman"),
Bio-Rad Laboratories, Inc. and Hewlett-Packard.

Information Management Systems

LabSystems competes in the high-end LIMS and CDS markets primarily on the
basis of the functionality, flexibility and technical sophistication of its
systems, as well as on its ability to tailor its software packages to a
customer's specific laboratory protocols and to provide superior customer
service and technical support. Significant competitors in the LIMS and CDS
markets include Perkin-Elmer Corporation, Beckman,

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<PAGE> 25

Hewlett-Packard, the Laboratory MicroSystems, Inc. subsidiary of Instron
Corporation and Waters Instruments, Inc.

Health Physics

Although there has been a trend toward consolidation among suppliers of
health physics instrumentation over the last five years, the market for health
physics instrumentation remains fragmented. Eberline competes in this market
primarily on the basis of product reliability and technological innovation.
Significant competitors include the Nuclear Instruments Group of EG&G, Inc., the
Nuclear Products Division of Morgan Crucible Co. plc, the Bicron/NE Technology
division of Saint-Gobain/Norton Industrial Ceramics Corporation and The Rados
Companies.

RESEARCH AND DEVELOPMENT

The Company's research and development activities are designed to provide
the Company with continued technological leadership in its markets. DYNEX's
research and development activities are focused principally on detection
systems, automated systems and consumables. Affinity Sensors introduced an
automated system in the second quarter of 1996, and is currently developing
multi-analyte biosensors capable of simultaneously conducting multiple tests on
a single sample, software capable of providing real-time data analysis and
improved optical designs and surface chemistries. The Company's MALDI-TOF
division is currently developing DYNAMO, an enhanced benchtop MALDI-TOF mass
spectrometer. LabSystems' current research and development efforts are focused
on expanding its existing product line by developing additional client/server
applications for its SampleManager and XChrom products.

The Company's research and development activities include new product
development, product updates and enhancement of existing products. A substantial
amount of the Company's research and development expenses are incurred in
connection with new product development. Approximately 20% of the Company's
employees are involved with research and product development. Company-funded
research and development expenditures were approximately $2.2 million, $2.0
million and $1.3 million during fiscal 1993, 1994 and 1995, respectively.

GOVERNMENT REGULATIONS

Government regulations play a significant role in the research,
development, production and commercialization of health care products, such as
pharmaceuticals, diagnostics and certain instrumentation. None of the Company's
products currently requires FDA approval except for certain of the Company's
Microtiter technology products that are used in clinical or diagnostic
applications. FDA regulations apply not only to therapeutic and other health
care products, but also to the processes and reproduction facilities used to
produce such products.

Clinical diagnostic applications of the Company's products are and will
continue to be subject to FDA device and reagent approval and regulations.
Before a medical device can be commercially distributed, the manufacturer must
submit to the FDA either a premarket notification ("510(k)") or a premarket
approval ("PMA") application. A 510(k) notification can be submitted when the
device is substantially equivalent to another device currently being marketed in
the classes of devices eligible for marketing pursuant to 510(k) notifications.
Receipt of 510(k) clearance takes at least three months, but may take much
longer and may require the submission of clinical safety and efficacy data to
the FDA. There can be no assurance that the use of a 510(k) notification will be
available for any clinical application of the Company's products or for any of
the Company's potential diagnostic products.

A PMA, which is required for medical devices not eligible to be marketed
under a 510(k) notification, must demonstrate that the product is safe and
effective and thus requires more time to prepare and a more complex submission
to the FDA. Following completion of laboratory evaluations and adequately
controlled clinical trials to establish safety and efficacy of the product for
its intended use, the Company would be required to file a PMA application, which
includes the results of that research and product development, clinical studies
and related information. FDA review and approval of a PMA application often
requires 12 to

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<PAGE> 26

18 months or longer and must be completed before the product may be sold for
clinical diagnostic use in the United States. The process of obtaining PMAs from
the FDA and other regulatory authorities can be costly, time consuming and
subject to unanticipated delays.

The Company has, to date, been required to obtain 510(k) clearance with
respect to certain clinical applications of its Microtiter technology products.
There can be no assurance that 510(k) clearance for any future product or
modification of an existing product will be granted by the FDA within a
reasonable time frame, or at all, or that in the future the FDA will not require
manufacturers of certain medical devices to engage in a more thorough and time
consuming approval process than the 510(k) process, or that the FDA or certain
corresponding government agencies will permit marketing of the Company's systems
in their respective jurisdictions. There can be no assurance that the approvals
of the Company's or its customers' products, processes or facilities will be
granted. Any failure to obtain, or delay in obtaining, any such required
approval could adversely affect the Company's marketing efforts.

As a result of the clinical applications of certain of the Company's
Microtiter technology products, the Company is registered with the FDA as a
medical device manufacturer. As such, the Company may be inspected on a routine
basis by the FDA for compliance with the FDA's regulations regarding Good
Manufacturing Practices and other applicable regulations. These regulations
require that the Company manufacture its products and maintain related
documentation in a prescribed manner with respect to manufacturing, testing and
quality control activities. Further, the Company is required to comply with
various FDA requirements for reporting of product malfunctions and other
matters. The regulatory standards for manufacturing are currently being applied
stringently by the FDA and state regulatory agencies. Noncompliance with FDA or
applicable state agency regulations or discovery of previously unknown problems
with a product, manufacturer or facility may result in restrictions on such
product or manufacturer, including fines, costly recalls, injunction or seizure
of products, refusal of the government to approve or clear product approval
applications or to allow the Company to enter into government supply contracts
or even withdrawal of the product from the market or criminal prosecution, any
of which could have a material adverse effect on the Company's business and
results of operations.

In addition, a significant percentage of the Company's product revenues are
derived from sales outside of the United States. International regulatory bodies
often establish varying regulations governing product standards, packaging
requirements, labeling requirements, import restrictions, tariff regulations,
duties and tax requirements. As a result of the Company's sales in Europe, the
Company may be required to comply with applicable European medical device
directives. Failure to receive a CE mark certification would prohibit the
Company from selling its products in Europe, which could have a material adverse
effect on the Company's business and results of operations. The Company has
obtained, or is expected to obtain in the near future, CE mark certification for
nearly all of the products that it markets in Europe.

Certain other countries require the Company to obtain clearances for its
products prior to marketing the products in those countries. In addition,
certain countries impose product specifications that differ from those mandated
in the United States. These requirements may significantly affect the efficiency
and timeliness of international market introductions of the Company's products.

The Company is also subject to numerous environmental and safety laws and
regulations, including those governing use of hazardous materials. Any
violations of, and the costs of compliance with these regulations could
adversely impact the Company's operation.

See "Risk Factors -- Government Regulations; No Assurance of Regulatory
Approvals."

PATENTS AND PROPRIETARY TECHNOLOGY

The Company's policy is to protect its intellectual property rights and to
apply for patent protection when appropriate. The Company currently holds
several issued United States patents expiring at various dates ranging from 2002
to 2011. The Company also has applications pending for additional United States
patents and a number of foreign counterparts for its patents in various foreign
countries. In addition, the Company has registered or other trademarks. Patent
protection provides the Company with competitive advantages with

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<PAGE> 27

respect to certain systems. The Company believes, however, that technical
know-how and trade secrets are more important to its business than patent
protection.

The Company seeks to maintain the confidentiality of its proprietary
technology that is not covered by patent protection by requiring employees who
work with proprietary information to sign confidentiality agreements and by
limiting access by parties outside the Company to such confidential information.
There can be no assurance, however, that these measures will prevent the
unauthorized disclosure or use of this information, or that others will not be
able to independently develop such information. Moreover, as is the case with
the Company's patent rights, the enforcement by the Company of its trade secret
rights can be lengthy and costly, with no guarantee of success.

Competitors of the Company and other third parties hold issued patents and
pending patent applications relating to certain instrumentation and other
related technologies, and it is uncertain whether these patents and patent
applications will require the Company to alter its products or processes, pay
licensing fees or cease making and selling infringing products and pay damages
for past infringement. In particular, the Company is aware of a U.S. patent held
by a third party which may relate to the design of the cuvette used in the
Company's optical biosensor system. The Company is also aware of patents held by
another third party which may relate to the features of certain of the Company's
MALDI-TOF mass spectrometers. Although the Company believes that the validity
and/or infringement of these patents may be subject to challenge, if the patent
holder were successful in enforcing any such patent, the Company would be
subject to damages for past infringement and enjoined from manufacturing and
selling products utilizing the features associated with the patent, which could
have a material adverse effect on the Company's business and results of
operations. See "Risk Factors -- Dependence on Patents and Proprietary Rights."

BACKLOG

At September 30, 1995 and September 28, 1996, the Company's backlog was
approximately $1.8 million and $14.2 million, respectively. The Company includes
in backlog only those orders for which it has received firm purchase orders and
for which delivery has been specified within twelve months. Because of the
possibility of customer changes in delivery schedules, cancellation of orders
and potential delays in product shipments, the Company's backlog as of any
particular date may not be representative of actual sales for any succeeding
period.

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<PAGE> 28

FACILITIES

The Company owns and leases a number of facilities in the United States,
Europe and Asia as set forth below:

<TABLE>
<CAPTION>
APPROXIMATE OWNED/ EXPIRATION
LOCATION SQUARE FEET LEASED OF LEASE USE
- -------- ----------- ------ ---------- ---
<S> <C> <C> <C> <C>
Santa Fe, New Mexico 60,000 Owned -- Manufacturing, Sales
& Administration

Chantilly, Virginia 50,500 Leased 2001 Manufacturing, Sales
& Administration

Altrincham, England 30,000 Leased 2015 Software Production &
Administration

Guernsey, Channel Island 23,000 Leased 1997 Manufacturing

Hemel Hempstead, England 15,000 Subleased 1996(1) Manufacturing, Sales
& Administration

Cambridge, England 12,600 Leased 2002 Manufacturing, Sales
& Administration

Denkendorf, Germany 12,000 Leased --(2) Sales

Beverly, Massachusetts 8,200 Subleased --(3) Sales and
Administration

Columbia, South Carolina 7,000 Owned -- Manufacturing, Sales
and Administration

Billingshurst, England 5,000 Leased 1996 Sales

Saint Quentin En Yvelines, France 3,900 Leased 1997 Sales

Moscow, Russia 2,200 Leased 2001 Sales

Kowloon, Hong Kong 2,100 Leased 1997 Sales

Prague, Czech Republic 1,500 Leased 1996 Sales
</TABLE>

- ------------------------
(1) Subleased from ThermoQuest. See "Relationship with Thermo Electron and
Thermo Instrument."
(2) Tenancy is month-to-month.
(3) Occupied under an informal arrangement with Fisons; building lease expires
in 2008.

The Company believes that its existing facilities and offices are adequate
for its current needs and that suitable additional space will be available as
needed in the future. The Company also believes that none of its manufacturing
facilities is currently fully utilized and that the additional manufacturing
capacity available at such facilities will be sufficient to satisfy its
manufacturing requirements for at least the next 12 months.

PERSONNEL

As of December 28, 1996, the Company had 493 employees, of which 100 were
engaged in research and development, 116 in sales and marketing, 211 in
manufacturing and 66 in general administrative functions. The Company's
employees at its Eberline health physics subsidiary are represented by one labor
union. None of the Company's other employees are represented by a labor union,
and the Company considers its relations with its employees to be good. The
Company's current union agreement expires in June 1997.

LEGAL PROCEEDINGS

The Company is not a party to any litigation that it believes could have a
material adverse effect on the Company or its results of operations.

27
<PAGE> 29

RELATIONSHIP WITH THERMO ELECTRON
AND THERMO INSTRUMENT

The Company was incorporated in Delaware in February 1995 as a wholly-owned
subsidiary of Thermo Instrument. At that time, Thermo Instrument contributed all
of the assets relating to its CE product line, its MALDI-TOF division and its
Eberline health physics division to the Company in exchange for 6,500,000 shares
of Common Stock and the assumption by the Company of substantially all of the
liabilities relating to such businesses. On February 7, 1996, the Company
acquired all of the assets, subject to certain liabilities, of DYNEX from
Dynatech Corporation. In March 1996, Thermo Instrument acquired a substantial
portion of the businesses comprising the Scientific Instruments Division of
Fisons plc ("Fisons"), a wholly-owned subsidiary of Rhone-Poulenc Rorer Inc. On
July 22, 1996, the Company acquired the Affinity Sensors and LabSystems
divisions of Fisons from Thermo Instrument for approximately $9.0 million,
subject to a post-closing adjustment.

Thermo Electron has adopted a strategy of selling a minority interest in
subsidiary companies to outside investors as an important tool in its future
development. As part of this strategy, Thermo Electron and certain of its
subsidiaries have created publicly and/or privately held majority-owned
subsidiaries. The Company and the other Thermo Electron subsidiaries are
hereinafter referred to herein as the "Thermo Subsidiaries."

Thermo Instrument develops, manufactures and markets analytical instruments
used to detect and monitor air pollution, radioactivity, complex chemical
compounds and toxic metals and other elements in a broad range of liquids and
solids. For its fiscal year ended December 30, 1995 and the nine months ended
September 28, 1996 Thermo Instrument had consolidated revenues of $782,662,000
and $862,415,000, respectively, and consolidated net income of $79,306,000 and
$99,860,000, respectively.

Thermo Electron and its subsidiaries develop, manufacture and market
environmental monitoring and analysis instruments, biomedical products including
heart-assist systems and respiratory care products, papermaking and recycling
equipment, alternative-energy systems, industrial process equipment and other
specialized products. Thermo Electron and its subsidiaries also provide
environmental and metallurgical services and conduct advanced technology
research and development. For its fiscal year ended December 30, 1995 and the
nine months ended September 28, 1996, Thermo Electron had consolidated revenues
of $2,270,291,000 and $2,138,125,000, respectively, and consolidated net income
of $139,582,000 and $137,184,000, respectively.

See "Risk Factors -- Potential Conflicts of Interest" and "--Significant
Additional Shares Eligible for Sale After this Offering."

THE THERMO ELECTRON CORPORATE CHARTER

Thermo Electron and the Thermo Subsidiaries, including the Company,
recognize that the benefits and support that derive from their affiliation are
essential elements of their individual performance. Accordingly, Thermo Electron
and each of the Thermo Subsidiaries, including the Company, have adopted the
Thermo Electron Corporate Charter (the "Charter") to define the relationships
and delineate the nature of such cooperation among themselves. The purpose of
the Charter is to ensure that (1) all of the companies and their shareholders
are treated consistently and fairly, (2) the scope and nature of the cooperation
among the companies, and each company's responsibilities, are adequately
defined, (3) each company has access to the combined resources and financial,
managerial and technological strengths of the others, and (4) Thermo Electron
and the Thermo Subsidiaries, in the aggregate, are able to obtain the most
favorable terms from outside parties.

To achieve these ends, the Charter identifies the general principles to be
followed by the companies, addresses the role and responsibilities of the
management of each company, provides for the sharing of group resources by the
companies and provides for centralized administrative, banking and credit
services to be performed by Thermo Electron. The services provided by Thermo
Electron include collecting and managing cash generated by members, coordinating
the access of Thermo Electron and the Thermo Subsidiaries (the "Thermo Group")to
external financing sources, ensuring compliance with external financial
covenants and

28
<PAGE> 30

internal financial policies, assisting in the formulation of long-range planning
and providing other banking and credit services. Pursuant to the Charter, Thermo
Electron may also provide guarantees of debt obligations of the Thermo
Subsidiaries or may obtain external financing at the parent level for the
benefit of the Thermo Subsidiaries. In certain instances, the Thermo
Subsidiaries may provide credit support to, or on behalf of, the consolidated
entity or may obtain financing directly from external financing sources. Under
the Charter, Thermo Electron is responsible for ensuring that the Thermo Group
remains in compliance with all covenants imposed by external financing sources,
including covenants related to borrowings of Thermo Electron or other members of
the Thermo Group, and for apportioning such constraints within the Thermo Group.
In addition, Thermo Electron establishes certain internal policies and
procedures applicable to members of the Thermo Group. The cost of the services
provided by Thermo Electron to the Thermo Subsidiaries is covered under existing
corporate services agreements between Thermo Electron and each of the Thermo
Subsidiaries.

The Charter presently provides that it shall continue in effect so long as
Thermo Electron and at least one Thermo Subsidiary participate. The Charter may
be amended at any time by agreement of the participants. Any Thermo Subsidiary,
including the Company, may withdraw from participation in the Charter upon 30
days' prior notice. In addition, Thermo Electron may terminate a subsidiary's
participation in the Charter in the event the subsidiary ceases to be controlled
by Thermo Electron or ceases to comply with the Charter or the policies and
procedures applicable to the Thermo Group. A withdrawal from the Charter
automatically terminates the corporate services agreement in effect between the
withdrawing company and Thermo Electron. The withdrawal from participation does
not terminate outstanding commitments to third parties made by the withdrawing
company, or by Thermo Electron or other members of the Thermo Group, prior to
the withdrawal. However, a withdrawing company is required to continue to comply
with all policies and procedures applicable to the Thermo Group and to provide
certain administrative functions mandated by Thermo Electron so long as the
withdrawing company is controlled by or affiliated with Thermo Electron.

CORPORATE SERVICES AGREEMENT

As provided in the Charter, Thermo Electron and the Company have entered
into a Corporate Services Agreement (the "Services Agreement") under which
Thermo Electron's corporate staff provides certain administrative services,
including certain legal advice and services, risk management, certain employee
benefit administration, tax advice and preparation of tax returns, centralized
cash management and certain financial and other services to the Company. In
1993, 1994 and 1995, Thermo Electron assessed the Company an annual fee for the
services equal to 1.25%, 1.25% and 1.20%, respectively, of the Company's
revenues. Effective January 1, 1996, the fee was reduced to 1.00% of the
Company's total revenues. The fee may be changed by mutual agreement of the
Company and Thermo Electron. For the fiscal year ended December 30, 1995 and for
the nine months ended September 28, 1996, Thermo Electron assessed the Company
$270,000 and $491,000 in fees under the Services Agreement, respectively. The
Company believes that the charges under the Services Agreement are
representative of the expenses that the Company would have incurred on a stand
alone basis and that the terms of the Services Agreement are reasonable. For
additional items such as employee benefit plans, insurance coverage and other
identifiable costs, Thermo Electron charges the Company based upon costs
attributable to the Company. The Services Agreement automatically renews for
successive one-year terms, unless canceled by the Company upon 30 days' prior
notice. In addition, the Services Agreement terminates automatically in the
event the Company ceases to be a member of the Thermo Group or ceases to be a
participant in the Charter. In the event of a termination of the Services
Agreement, the Company will be required to pay a termination fee equal to the
fee that was paid by the Company for services under the Services Agreement for
the nine-month period prior to termination. Following termination, Thermo
Electron may provide certain administrative services on an as-requested basis by
the Company or as required in order to meet the Company's obligations under
Thermo Electron's policies and procedures. Thermo Electron will charge the
Company a fee equal to the market rate for comparable services if such services
are provided following termination.

29
<PAGE> 31

MASTER GUARANTEE REIMBURSEMENT AGREEMENTS

The Company has entered into a Master Guarantee Reimbursement Agreement
with Thermo Electron which provides that the Company will reimburse Thermo
Electron for any costs it incurs in the event it is required to pay third
parties pursuant to any guarantees it issues on the Company's behalf. Thermo
Instrument has entered into a similar agreement with Thermo Electron with regard
to the Company's obligations which are guaranteed by Thermo Electron. The
Company has also entered into a Master Guarantee Reimbursement Agreement with
Thermo Instrument which provides that the Company will reimburse Thermo
Instrument for any costs it incurs in the event that Thermo Instrument is
required to pay Thermo Electron or any other party pursuant to any guarantees it
issues on the Company's behalf.

RELATED PARTY TRANSACTIONS

The Company has entered into a lease and services arrangement with
ThermoQuest under which ThermoQuest leases approximately 15,000 square feet of
space, and provides certain services, to the Company. The Company pays
ThermoQuest rent in an amount that is approximately equal to the Company's pro
rata share of ThermoQuest's occupancy costs and an allocated portion of
ThermoQuest's costs for providing such services. This arrangement may be
terminated by the Company or by ThermoQuest upon 30 days' prior notice. For the
nine months ended September 28, 1996, the Company paid ThermoQuest approximately
$53,000 under this arrangement. The Company made no payments to ThermoQuest
under this arrangement in fiscal 1995.

ThermoQuest acts as a distributor of certain of the Company's products, is
the exclusive distributor of the Company's MALDI-TOF products in Japan and is
the exclusive distributor of the Company's CE products in countries in which it
maintains a direct sales force. In consideration of such arrangements, the
Company sells ThermoQuest such products at discounted rates negotiated by the
parties. ThermoQuest is responsible for all installation and warranty labor
obligations at its expense. These arrangements may be terminated on not less
than three months' notice by either party given after December 31, 1996. For the
nine months ended September 28, 1996, the Company sold $1,079,000 of products to
ThermoQuest under these arrangements. Prior to 1996, ThermoQuest acted as a
commission-based sales agent for these products. Under this prior arrangement,
the Company paid ThermoQuest commissions of $1,263,000 in the fiscal year ended
December 30, 1995. In addition, the Company pays ThermoQuest a finder's fee for
each qualified lead that generates an order for the Company's MALDI-TOF products
from customers in the United States and Europe.

The Company has entered into an arrangement with ThermoQuest whereby
ThermoQuest provides assembly labor for the Company's CE products on a contract
basis. Under this arrangement, ThermoQuest assembles instruments as required by
the Company for a charge based on the sum of ThermoQuest's actual cost of
materials and the allocable portion of its labor, overhead and other indirect
expenses. For the fiscal year ended December 30, 1995 and the nine months ended
September 28, 1996, the Company paid ThermoQuest approximately $600,000 and
$323,000, respectively, under this arrangement.

The Company's Eberline health physics subsidiary purchases certain
controllers and detectors from Thermo Instrument under an original equipment
manufacturer agreement. Under this agreement, the Company has the exclusive
right to sell these instruments in the United States, Canada and Mexico. In
consideration of the Company's agreement to purchase certain minimum quantities
of these instruments, Thermo Instrument grants the Company certain discounts,
which are increased for volume purchases. The Company is responsible for all
warranty repair and maintenance obligations at its expense, but obtains
replacement parts from Thermo Instrument without charge. This agreement will
remain in effect until December 31, 1996, and is automatically renewable for
one-year periods thereafter unless terminated by either party upon 90 days'
notice. For the nine months ended September 28, 1996, the Company purchased
$132,000 of instruments from Thermo Instrument under this agreement. The Company
made no purchases under this agreement in fiscal 1995.

The Company's Eberline health physics subsidiary also acts as a distributor
of certain Thermo Instrument product lines and, with the exception of Thermo
Instrument, is the exclusive distributor of such product lines to nuclear power
plants and government agencies in the United States and Canada. In consideration
of such

30
<PAGE> 32

arrangement, Thermo Instrument sells the Company such instruments at a discount
from Thermo Instrument's published list prices, and provides additional quantity
discounts. Thermo Instrument is responsible for warranty repairs at its own
expense. For the fiscal year ended December 30, 1995 and the nine months ended
September 28, 1996, the Company purchased $212,000 and $92,000 of instruments
from Thermo Instrument, respectively, under this arrangement.

Various Thermo Instrument companies act as distributors of certain of the
Company's LabSystems and Affinity Sensors products under informal arrangements
that date from prior to the acquisition of the Fisons businesses in March 1996.
In consideration of such arrangements, the Company sells the respective Thermo
Instrument companies certain products at discounted rates negotiated by the
parties. Under such arrangements, the respective Thermo Instrument companies are
generally responsible for warranty repair and maintenance obligations. For the
fiscal year ended December 30, 1995 and the nine months ended September 28,
1996, LabSystems and Affinity Sensors sold an aggregate of $7,954,000 and
$7,190,000 of products to Fisons companies that were subsequently acquired by
Thermo Instrument, respectively, under these arrangements.

The Company believes that the arrangements set forth above are on terms
comparable to those the Company would receive from unaffiliated parties.

STOCK HOLDING ASSISTANCE PLAN

In 1996, the Company adopted a stock holding policy which requires certain
executives of the Company to acquire and hold a minimum number of shares of
Common Stock. In order to assist the executives in complying with the policy,
the Company also adopted a Stock Holding Assistance Plan, under which it may
make interest-free loans to certain individuals, including its Named Executive
Officers, to enable such individuals to purchase the Company's Common Stock in
the open market. In November 1996, Mr. Barry S. Howe, the Company's Chief
Executive Officer, received loans in the aggregate principal amount of
$164,375.52 under this plan to purchase 12,000 shares. The loans to Mr. Howe are
payable on demand and require that 20% of the aggregate principal amount of the
loans be repaid from the bonus payable to Mr. Howe in each of the next five
years (commencing with the bonus to be paid in 1997 for calendar 1996
performance) until the loans are repaid in full. Also in November 1996, Dr.
Richard W.K. Chapman, the Company's Chairman, received loans in the aggregate
principal amount of $131,176.30 under this plan to purchase 10,000 shares. The
loans to Dr. Chapman are payable on demand and require that 5% of the aggregate
principal amount of the loans be repaid by Dr. Chapman in each of the next five
years, and 25% to be repaid annually thereafter until the loans are repaid in
full.

MISCELLANEOUS

Currently, Thermo Instrument beneficially owns approximately 67% of the
outstanding shares of Common Stock (excluding shares of Common Stock issuable
upon conversion of the Convertible Note). Thermo Instrument presently intends to
maintain a majority interest in the Company. This may require Thermo Instrument
to convert principal amounts of the Convertible Note or to purchase additional
shares of Common Stock from time to time as the number of outstanding shares
issued by the Company increases. These purchases may be made either in the open
market or directly from the Company. See "Risk Factors -- Control by Thermo
Instrument."

The Company's cash equivalents may be invested from time to time pursuant
to a repurchase agreement with Thermo Electron. Under this agreement, the
Company in effect lends excess cash to Thermo Electron, which Thermo Electron
collateralizes with investments principally consisting of corporate notes,
United States government agency securities, money market funds, commercial paper
and other marketable securities, in the amount of at least 103% of such
obligation. The Company's funds subject to the repurchase agreement will be
readily convertible into cash by the Company and have an original maturity of
three months or less. The repurchase agreement earns a rate based on the
Commercial Paper Composite Rate plus 25 basis points, set at the beginning of
each quarter.

From time to time, the Company may transact business in the ordinary course
with other companies in the Thermo Group. All such transactions are on terms
comparable to those the Company would receive from unaffiliated parties.

31
<PAGE> 33

MANAGEMENT

The directors and executive officers of the Company and their ages as of
December 28, 1996 are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Barry S. Howe 41 Chief Executive Officer, President and Director
Donald W. Hanna 40 Vice President
John N. Hatsopoulos 62 Vice President and Chief Financial Officer
Paul F. Kelleher 54 Chief Accounting Officer
Jonathan W. Painter 37 Treasurer and Director
Richard W. K. Chapman, Ph.D. 51 Chairman of the Board and Director
Denis A. Helm 57 Vice Chairman of the Board and Director
Arvin H. Smith 66 Director
Elias P. Gyftopoulos,
Ph.D.(1) 68 Director
Arnold N. Weinberg, M.D.(1) 66 Director
</TABLE>

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

(1) Member of the Audit and Human Resources Committees.

All of the Company's Directors are elected annually by the shareholders and
hold office until their respective successors are duly elected and qualified.
Executive officers are elected annually by the Board of Directors and serve at
its discretion. Messrs. Hatsopoulos, Kelleher and Painter are full-time
employees of Thermo Electron, Thermo Instrument or other subsidiaries of Thermo
Electron, but these individuals devote such time to the affairs of the Company
as the Company's needs reasonably require from time to time.

Mr. Howe has been Chief Executive Officer, President and a Director of the
Company since its inception in February 1995. Mr. Howe was also President of TSP
and its predecessor, a manufacturer of chromatography instruments for
pharmaceutical, biotechnical and environmental analysis, from September 1989 to
December 1995, and has been a Vice President of Thermo Instrument, a
manufacturer of analytical, environmental-monitoring and process-control
instrumentation, since 1994.

Mr. Hanna has been Vice President of the Company since its inception in
February 1995. Mr. Hanna was President of Thermo Instrument's National Nuclear
Corporation subsidiary, a manufacturer of products for the nuclear power
industry, from 1990 through 1994 and has been President of the Company's
Eberline subsidiary since 1994.

Mr. Hatsopoulos has been Vice President and Chief Financial Officer of the
Company since its inception in February 1995. He also served as a Director of
the Company from February 1995 to December 1996. Mr. Hatsopoulos has been a Vice
President and Chief Financial Officer of Thermo Instrument since 1988. Mr.
Hatsopoulos has been President of Thermo Electron, a diversified technology
company, since January 1, 1997, and the Chief Financial Officer of Thermo
Electron since 1988. Prior to his appointment as President, Mr. Hatsopoulos had
been an Executive Vice President of Thermo Electron since 1986. He is also a
Director of Thermedics Inc., Thermo Ecotek Corporation, Thermo Fibergen Inc.,
Thermo Fibertek Inc., Thermo Instrument, Thermo Power Corporation, Thermo
TerraTech Inc. and ThermoTrex Corporation.

Mr. Kelleher has been the Chief Accounting Officer of the Company since its
inception in February 1995. Mr. Kelleher has been Vice President, Finance of
Thermo Electron since 1987 and served as its Controller from January 1982 to
January 1996. He is a Director of ThermoLase Corporation.

Mr. Painter has been Treasurer and Director of the Company since its
inception in February 1995. Mr. Painter has been Treasurer of Thermo Electron
and Thermo Instrument since August 1994. Mr. Painter had served as Director of
Strategic Planning of Thermo Electron's Thermo Fibertek Inc. subsidiary, a
supplier of paper-recycling equipment, papermaking systems and accessories, from
February 1993 through September 1994. Prior to that time, Mr. Painter was
Associate General Counsel of Thermo Electron and its subsidiaries. Mr. Painter
is a Director of Thermo Fibergen Inc.

32
<PAGE> 34

Dr. Chapman has been Chairman of the Board and a Director of the Company
since its inception in February 1995. Dr. Chapman served as President of
ThermoQuest's Finnigan Corporation subsidiary, a manufacturer of mass
spectrometers and chromatography systems, from 1992 to 1995, as Chief Executive
Officer and President of ThermoQuest, the parent company of Finnigan
Corporation, since June 1995, and as a Vice President of Thermo Instrument since
1994. Dr. Chapman is a Director of ThermoQuest and Thermo Cardiosystems Inc.

Mr. Helm has been Vice Chairman of the Board and a Director of the Company
since its inception in February 1995, and President of Thermo Instrument's
Thermo Environmental Instruments Inc. subsidiary, an environmental instruments
company, since 1981. Mr. Helm has been a Senior Vice President of Thermo
Instrument since 1994 and was a Vice President of Thermo Instrument from 1986
until 1994.

Mr. Smith has been a Director of the Company since its inception in
February 1995. Mr. Smith has been a Director and President and Chief Executive
Officer of Thermo Instrument since 1986. Mr. Smith has been an Executive Vice
President of Thermo Electron since 1991 and, prior to that time, a Senior Vice
President of that corporation since 1986. Mr. Smith is also a Director of
Thermedics Inc., Thermo Optek Corporation, ThermoQuest and ThermoSpectra
Corporation.

Dr. Gyftopoulos has been a Director of the Company since its inception in
February 1995. Dr. Gyftopoulos had been the Ford Professor of Mechanical and
Nuclear Engineering at the Massachusetts Institute of Technology for more than
five years prior to his retirement in April 1996. He is also a Director of
Thermo Cardiosystems Inc., Thermo Electron, ThermoLase Corporation, Thermo
Remediation Inc., ThermoSpectra Corporation and Thermo Voltek Corp.

Dr. Weinberg has been Professor of Medicine at the Harvard Medical School
and Medical Director of the Medical Department of the Massachusetts Institute of
Technology for at least five years.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company, Thermo Instrument, Thermo
Electron or any other companies affiliated with Thermo Electron (also referred
to as "outside Directors") receive an annual retainer of $2,000 and a fee of
$1,000 per day for attending regular meetings of the Board of Directors and $500
per day for participating in meetings of the Board of Directors held by means of
conference telephone or for participating in certain meetings of committees of
the Board of Directors. Payment of Directors fees is made quarterly. Dr. Chapman
and Messrs. Helm, Howe, Hatsopoulos, Painter and Smith are all employees of
Thermo Electron companies and do not receive any cash compensation from the
Company for their services as Directors. Directors are also reimbursed for
reasonable out-of-pocket expenses incurred in attending such meetings.

Directors Deferred Compensation Plan. Under the Company's Deferred
Compensation Plan for Directors (the "Deferred Compensation Plan"), a Director
has the right to defer receipt of his fees until he ceases to serve as a
Director, dies or retires from his principal occupation. In the event of a
change of control or proposed change of control of the Company that is not
approved by the Board of Directors, deferred amounts become payable immediately.
For purposes of the Deferred Compensation Plan, a change in control is defined
as (a) the occurrence, without the prior approval of the Board of Directors, of
the acquisition, directly or indirectly, by any person of 50% or more of the
outstanding Common Stock or the outstanding common stock of Thermo Instrument or
25% or more of the outstanding common stock of Thermo Electron, or (b) the
failure of the persons serving on the Board of Directors immediately prior to
any contested election of directors or any exchange offer or tender offer of the
Common Stock or the common stock of Thermo Instrument or Thermo Electron to
constitute a majority of the Board of Directors at any time within two years
following any such event. Amounts deferred pursuant to the Deferred Compensation
Plan are valued at the date of deferral as units of Common Stock. When payable,
amounts deferred may be disbursed solely in shares of Common Stock accumulated
under the Deferred Compensation Plan. The Company has reserved 25,000 shares of
Common Stock under this plan. As of December 28, 1996, no units had been
allocated under this plan.

33
<PAGE> 35

Directors Stock Option Plan. The Company has adopted a Directors Stock
Option Plan (the "Plan") under which options to purchase shares of the Common
Stock will be automatically granted to each non-management Director for his
service as a Director (i) upon the later of the adoption of the Plan and his
election or appointment as a Director and (ii) for his attendance at or
participation in meetings of the Board of Directors or its committees. The Plan
provides for the grant of stock options upon a Director's initial appointment
and, beginning in 2000, awards options to purchase 1,000 shares annually to
eligible Directors, provided the Company's Common Stock is then publicly traded.
A total of 100,000 shares of Common Stock has been reserved for issuance under
the Plan.

Under the Plan, each eligible Director and each new outside Director
initially joining the Board of Directors in 1996 was granted an option to
purchase 15,000 shares of Common Stock upon the Director's appointment or
election. The size of the award to new Directors appointed to the Board of
Directors after 1996 will be reduced by 3,750 shares in each subsequent year.
Directors initially joining the Board of Directors after 1999 would not receive
an option grant upon their appointment or election to the Board of Directors,
but would be eligible to participate in the annual option awards described
below. Options evidencing initial grants to Directors are presently exercisable;
however, the shares acquired upon exercise are subject to restrictions on
transfer and the right of the Company to repurchase such shares at the exercise
price in the event the Director ceases to serve as a Director of the Company or
any other Thermo Electron company. In such event, the restrictions and
repurchase rights shall lapse or be deemed to have lapsed in annual installments
of 3,750 shares per year, starting with the first anniversary of the date of
grant, provided the Director has continuously served as a Director of the
Company, Thermo Electron or any subsidiary of Thermo Electron since the grant
date. These options expire on the fifth anniversary of the grant date, unless
the Director dies, ceases to be an eligible director or otherwise ceases to
serve as a Director of the Company, Thermo Electron or any subsidiary of Thermo
Electron prior to that date.

Commencing in 2000, eligible Directors will also receive an annual grant of
options to purchase 1,000 shares of Common Stock, provided the Common Stock is
then publicly traded. The annual grant would be made at the close of business on
the date of each annual meeting of shareholders of the Company to each outside
Director then holding office, commencing with the annual meeting to be held in
2000. Options evidencing annual grants may be exercised at any time from and
after the six-month anniversary of the date of grant and prior to the expiration
of the option on the third anniversary of the date of grant. Shares acquired
upon exercise of the options would be subject to repurchase by the Company at
the exercise price if the recipient ceased to serve as a Director of the Company
or any other Thermo Electron company prior to the first anniversary of the date
of grant for any reason other than death.

The exercise price for options granted under the Plan is determined by the
average of the closing prices reported by the American Stock Exchange (or such
other principal exchange on which the Common Stock is then traded) for the five
trading days immediately preceding and including the date the option is granted
or, if the shares underlying the option are not so traded, at the last price
paid per share by independent investors in an arms' length transaction with the
Company prior to the date of grant.

As of December 28, 1996, options to purchase 30,000 shares of the Company's
Common Stock exercisable at $10.00 per share were outstanding under the Plan.

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

The following table summarizes compensation for services to the Company in
all capacities awarded to, earned by or paid to the Company's Chief Executive
Officer and one other executive officer for the last two fiscal years (the Chief
Executive Officer and such other executive officer being hereinafter referred to
as the "Named Executive Officers"). No other executive officer of the Company
who held office at the end of fiscal 1996 met the definition of "highly
compensated" within the meaning of the Securities and Exchange Commission's
executive compensation disclosure rules during this period.

The Company is required to appoint certain executive officers and full-time
employees of Thermo Electron as executive officers of the Company, in accordance
with the Thermo Electron Corporate Charter.

34
<PAGE> 36

The compensation for these executive officers is determined and paid entirely by
Thermo Electron. The time and effort devoted by these individuals to the
Company's affairs is provided to the Company under the Services Agreement
between the Company and Thermo Electron. Accordingly, the compensation for these
individuals is not reported in the following table. See "Relationship with
Thermo Electron and Thermo Instrument."

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION> LONG-TERM
COMPENSATION
ANNUAL ------------
COMPENSATION SECURITIES
FISCAL ------------------ UNDERLYING OPTIONS (NO. OF ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SHARES AND COMPANY)(2) COMPENSATION
- ------------------------- ------ -------- ------- -------------------------- ------------
<S> <C> <C> <C> <C> <C>
Barry S. Howe............ 1996 $145,000 (1) 50,000(TBA) $7,818(3)
President and Chief 1,500(TMO)
Executive Officer 2,000(TFG)
15,000(TOC)
2,000(TSR)
2,000(TLT)
90,000(TMQ)
4,000(TXM)
1995 $134,000 $65,000 1,650(TMO) $6,128(4)
5,000(TLZ)

Donald W. Hanna.......... 1996 $100,000 (1) 21,000(TBA) $5,310(4)
Vice President 7,500(TOC)
5,000(TMQ)
1995 $ 95,000 $18,000 -- $4,682(4)
</TABLE>

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

(1) Bonuses for fiscal 1996 have not yet been determined.

(2) In addition to receiving options to purchase Common Stock (designated in the
table as TBA), executive officers of the Company have been granted options
to purchase common stock of Thermo Electron and certain of Thermo Electron's
other subsidiaries as part of Thermo Electron's stock option program.
Options have been granted during the last two fiscal years to the Named
Executive Officers in the following Thermo Electron companies: Thermo
Electron (designated in the table as TMO), Thermo Fibergen Inc. (designated
in the table as TFG), ThermoLyte Corporation (designated in the table as
TLT), ThermoLase Corporation (designated in the table as TLZ), Thermo Optek
Corporation (designated in the table as TOC), ThermoQuest Corporation
(designated in the table as TMQ), Thermo Sentron Inc. (designated in the
table as TSR) and Trex Medical Corporation (designated in the table as TXM).

(3) Includes $6,375, which represents the amount of matching contributions made
on behalf of the Named Executive Officer by the Company under the Thermo
Electron 401(k) plan, and $1,444, which represents the amount of
compensation attributable to an interest-free loan provided to the Named
Executive Officer pursuant to the Company's Stock Holding Assistance Plan.
See "Relationship with Thermo Electron and Thermo Instrument -- Stock
Holding Assistance Plan".

(4) Represents the amount of matching contributions made on behalf of the Named
Executive Officer by the Company under the Thermo Electron 401(k) plan.

35
<PAGE> 37

Stock Options Granted During Fiscal 1996

The following table sets forth certain information concerning grants of
stock options made during fiscal 1996 to each of the Named Executive Officers.
It has not been the Company's policy in the past to grant stock appreciation
rights, and no such rights were granted during fiscal 1996.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF % OF STOCK PRICE
SHARES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(2)
OPTIONS EMPLOYEES PRICE PER EXPIRATION ---------------------
NAME GRANTED(1) IN FISCAL YEAR SHARE DATE 5% 10%
---- ---------- -------------- --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Barry S. Howe........ 50,000(TBA) 8.6% $10.00 1/31/08 $398,000 $1,069,000
1,500(TMO) 0.1%(3) $42.79 5/22/99 $ 10,110 $ 21,240
2,000(TFG) 0.4%(3) $10.00 9/12/08 $ 15,920 $ 42,760
15,000(TOC) 0.5%(3) $12.00 4/11/08 $143,250 $ 384,900
2,000(TSR) 0.4%(3) $14.00 3/11/08 $ 22,280 $ 59,880
2,000(TLT) 0.6%(3) $10.00 3/11/08 $ 15,920 $ 42,760
90,000(TMQ) 3.2%(3) $13.00 1/10/08 $931,500 $2,502,000
4,000(TXM) 0.2%(3) $11.00 3/11/08 $ 35,000 $ 94,080
Donald W. Hanna...... 21,000(TBA) 3.6% $10.00 1/31/08 $167,160 $ 448,980
7,500(TOC) 0.2%(3) $12.00 4/11/08 $ 71,625 $ 192,450
5,000(TMQ) 0.2%(3) $13.00 2/8/08 $ 51,750 $ 139,000
</TABLE>

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

(1) All of the options granted during the fiscal year are immediately
exercisable as of the end of the fiscal year except options to purchase
shares of the common stock of ThermoLyte Corporation (designated in the
table as TLT), which are not exercisable until the earlier of (i) 90 days
after the effective date of the registration of that company's common stock
under Section 12 of the Exchange Act and (ii) nine years after the grant
date. In all cases, the shares acquired upon exercise are subject to
repurchase by the granting corporation at the exercise price if the optionee
ceases to be employed by the granting corporation or another Thermo Electron
company. The granting corporation may exercise its repurchase rights within
six months after the termination of the optionee's employment. For publicly
traded companies, the repurchase rights generally lapse ratably over a five-
to ten-year period, depending on the option term which may vary from seven
to twelve years, provided that the optionee continues to be employed by the
granting corporation or another Thermo Electron company. For companies that
are not publicly traded, the repurchase rights lapse in their entirety on
the ninth anniversary of the grant date. The options to purchase shares of
the common stock of Thermo Electron granted to Mr. Howe have a three-year
term and the repurchase rights lapse in their entirety on the second
anniversary of the grant date. The granting corporation may permit the
holders of all such options to exercise options and satisfy tax withholding
obligations by surrendering shares equal in fair market value to the
exercise price or withholding obligation.

(2) The amounts shown on this table represent hypothetical gains that could be
achieved for the respective options if exercised at the end of the option
term. These gains are based on assumed rates of stock appreciation of 5% and
10%, compounded annually from the date the respective options were granted
to their expiration date. The gains shown are net of the option exercise
price, but do not include deductions for taxes or other expenses associated
with the exercise. Actual gains, if any, on stock option exercises will
depend on the future performance of the common stock of the granting
corporation, the optionholders' continued employment through the option
period and the date on which the options are exercised.

(3) These options were granted under a stock option plan maintained by Thermo
Electron and accordingly are reported as a percentage of total options
granted to employees of Thermo Electron and its subsidiaries.

36
<PAGE> 38

Stock Options Exercised During Fiscal 1996 and Year-End Option Values

The following table sets forth certain information concerning each exercise
of a stock option during fiscal 1996 and outstanding stock options held at the
end of fiscal 1996 by each of the Named Executive Officers. No stock
appreciation rights were exercised or outstanding during fiscal 1996.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF
SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT FISCAL
NUMBER OF FISCAL YEAR-END YEAR-END
SHARES ---------------- -----------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME COMPANY EXERCISE REALIZED UNEXERCISABLE(1) UNEXERCISABLE(1)
---- ------- ----------- -------- ---------------- -----------------
<S> <C> <C> <C> <C> <C>
Barry S. Howe(2).... Thermo BioAnalysis -- -- 50,000/0 $ 156,250/--
Thermo Instrument -- -- 89,062/0 $1,561,042/--
Thermedics -- -- 4,000/0 $ 9,100/--
Thermo Ecotek -- -- /0 $ 61,500/--
Thermo Electron -- -- /0(2) $1,428,259/--
Thermo Fibertek -- -- 15,750/0 $ 64,890/--
Thermo Fibergen -- -- 2,000/0 $ 1,500/--
Thermo Optek -- -- 15,000/0 $ 0/--
Thermo Power -- -- 4,000/0 $ 0/--
Thermo Sentron -- -- 2,000/0 $ 0/--
Thermo TerraTech -- -- 4,000/0 $ 3,880/--
ThermoLase -- -- 5,000/0 $ 0/--
ThermoLyte -- -- --/2,000 $ --/0(3)
ThermoQuest -- -- 90,000/-- $ 0/--
ThermoSpectra -- -- 4,000/0 $ 7,500/--
ThermoTrex 1,350 55,755 4,000/0 $ 51,700/--
TrexMedical -- -- 4,000/0 $ 6,500/--

Donald W. Hanna..... Thermo BioAnalysis -- -- 21,000/0 $ 65,625/--
Thermo Instrument -- -- 15,000/0 $ 251,626/--
Thermo Ecotek 3,000 $21,249 --/-- $ --/--
Thermo Electron 1,275 $39,895 20,098/0(2) $ 420,940/--
Thermo Optek -- -- 7,500/0 $ 0/--
ThermoQuest -- -- 5,000/0 $ 0/--
ThermoSpectra -- -- 1,500/0 $ 2,813/--
ThermoTrex 405 $17,942 --/-- $ --/--
</TABLE>

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

(1) All of the options reported outstanding at the end of the fiscal year were
immediately exercisable, except the options to purchase shares of the common
stock of ThermoLyte, which are not exercisable until the earlier of (i) 90
days after the effective date of the registration of that company's common
stock under Section 12 of the Exchange Act and (ii) nine years after the
grant date. In all cases, the shares acquired upon exercise of the options
reported in the table are subject to repurchase by the granting corporation
at the exercise price if the optionee ceases to be employed by such
corporation or another Thermo Electron company. The granting corporation may
exercise its repurchase rights within six months after the termination of
the optionee's employment. For companies whose shares are not publicly
traded, the repurchase rights lapse in their entirety on the ninth
anniversary of the grant date. For publicly traded companies, the repurchase
rights generally lapse ratably over a five to ten year period, depending on
the option term, which may vary from seven to twelve years, provided that
the optionee continues to be employed by the granting corporation or another
Thermo Electron company.

(2) Options to purchase 22,500 and 11,250 shares of the common stock of Thermo
Electron granted to Mr. Howe and Mr. Hanna, respectively, are subject to the
same terms described in footnote (1), except that the repurchase rights of
the granting corporation generally do not lapse until the tenth anniversary
of the grant date. In the event of the employee's death or involuntary
termination prior to the tenth anniversary

37
<PAGE> 39

of the grant date, the repurchase rights of the granting corporation shall
be deemed to have lapsed ratably over a five-year period commencing with the
fifth anniversary of the grant date.

(3) No public market existed for the shares underlying the options as of
December 28, 1996. Accordingly, no value in excess of the exercise price has
been attributed to these options.

38
<PAGE> 40

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL STOCKHOLDER

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of December 28, 1996 by Thermo
Instrument, which is the only person or entity that owns beneficially more than
5% of the outstanding shares of Common Stock. See "Risk Factors -- Control by
Thermo Instrument."

<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING SHARES
OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED
------------------- ------------------ ------------------
<S> <C> <C>
Thermo Electron Corporation(1)........................... 6,500,000(2) 67%(2)
81 Wyman Street
Waltham, Massachusetts 02254

Thermo Instrument Systems Inc.(1)........................ 6,500,000(2) 67%(2)
1275 Hammerwood Avenue
Sunnyvale, California 94089
</TABLE>

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

(l) Thermo Instrument is a majority-owned subsidiary of Thermo Electron and,
therefore, Thermo Electron may be deemed a beneficial owner of the shares of
Common Stock beneficially owned by Thermo Instrument. Thermo Electron
disclaims beneficial ownership of these shares.

(2) Excludes 3,030,303 shares of Common Stock issuable upon conversion of the
Convertible Note.

MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of December 28, 1996 as well as
information regarding the beneficial ownership of the common stock of Thermo
Instrument and Thermo Electron, as of December 28, 1996, with respect to (i)
each of the Company's Directors, (ii) each of the Named Executive Officers, and
(iii) all Directors and executive officers of the Company as a group.

<TABLE>
<CAPTION>
THERMO THERMO
BIOANALYSIS INSTRUMENT THERMO ELECTRON
NAME(1) CORPORATION(2) SYSTEMS INC.(3) CORPORATION(4)
------- -------------- --------------- ---------------
<S> <C> <C> <C>
Dr. Richard W.K. Chapman............................ 40,500 139,087 82,126
Dr. Elias P. Gyftopoulos............................ 15,000 47,018 71,170
Donald W. Hanna..................................... 21,000 15,966 22,469
Denis A. Helm....................................... 15,000 161,729 159,312
Barry S. Howe....................................... 64,300 99,886 83,897
Jonathan W. Painter................................. 15,000 5,782 33,271
Arvin H. Smith...................................... 39,000 431,667 513,038
Dr. Arnold N. Weinberg.............................. 15,000 0 0
All Directors and current executive officers as a
group (10 persons)................................ 255,200 1,007,201 1,670,997
</TABLE>

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

(1) Except as reflected in the footnotes to this table, shares of Common Stock
and common stock of Thermo Instrument and Thermo Electron beneficially owned
consist of shares owned by the indicated person or by that person for the
benefit of minor children, and all share ownership involves sole voting and
investment power.

(2) Shares of the Common Stock beneficially owned by Dr. Chapman, Dr.
Gyftopoulos, Mr. Hanna, Mr. Helm, Mr. Howe, Mr. Painter, Mr. Smith, Dr.
Weinberg and all Directors and executive officers as a group include 30,000,
15,000, 21,000, 15,000, 50,000, 15,000, 20,000, 15,000 and 199,000 shares,
respectively, that such person or group has the right to acquire within 60
days of December 28, 1996, through the exercise of options. No Director or
executive officer beneficially owned more than 1% of the

39
<PAGE> 41

Common Stock outstanding as of such date, and all Directors and executive
officers as a group beneficially owned less than 1% of the Common Stock
outstanding as of such date.

(3) Shares of the common stock of Thermo Instrument beneficially owned by Dr.
Chapman, Dr. Gyftopoulos, Mr. Hanna, Mr. Helm, Mr. Howe, Mr. Painter, Mr.
Smith and all Directors and executive officer as a group include 121,287,
14,465, 15,000, 112,500, 89,062, 5,625, 234,375 and 682,314 shares,
respectively, that such person or group has the right to acquire within 60
days of December 28, 1996, through the exercise of stock options. Shares
beneficially owned by Mr. Painter, Mr. Smith and all Directors and executive
officers as a group include 157, 530 and 1,612 full shares, respectively,
allocated through December 31, 1995 to their respective accounts maintained
pursuant to Thermo Electron's employee stock ownership plan ("ESOP"). The
trustees of the ESOP, who have investment power over its assets, are Mr.
John N. Hatsopoulos and Mr. Peter G. Pantazelos. Shares beneficially owned
by Mr. Howe include 1,968 shares held in a trust of which Mr. Howe is the
trustee. No Director or executive officer beneficially owned more than 1% of
the common stock of Thermo Instrument outstanding as of December 28, 1996;
all Directors and executive officers as a group beneficially owned 1.03% of
such common stock outstanding as of such date.

(4) The shares of common stock of Thermo Electron have been adjusted to reflect
three-for-two stock splits effected on May 25, 1995 and June 5, 1996. Shares
of the common stock of Thermo Electron beneficially owned by Dr. Chapman,
Dr. Gyftopoulos, Mr. Hanna, Mr. Helm, Mr. Howe, Mr. Painter, Mr. Smith and
all Directors and executive officers as a group include 80,284, 9,375,
20,098, 106,347, 73,287, 27,035, 222,411 and 1,066,096 shares, respectively,
that such person or group has the right to acquire within 60 days of
December 28, 1996, through the exercise of stock options. Shares
beneficially owned by Mr. Hanna, Mr. Helm, Mr. Howe, Mr. Painter, Mr. Smith
and all Directors and executive officers as a group include 488, 1,717 and
5,463 full shares, respectively, allocated through December 31, 1995 to
their respective accounts maintained pursuant to Thermo Electron's ESOP. The
trustees of the ESOP, who have investment power over its assets, are Mr.
John N. Hatsopoulos and Mr. Peter G. Pantazelos. No Director or executive
officer beneficially owned more than 1% of the common stock of Thermo
Electron outstanding as of December 28, 1996; all Directors and executive
officers as a group beneficially owned 1.1% of such common stock outstanding
as of such date.

40
<PAGE> 42

SELLING SHAREHOLDERS

The following table shows the names of the Selling Shareholders, the number
of shares of the Company's Common Stock each owned, the number of Shares that
may be offered by each of them pursuant to this Prospectus and the number of
Shares each will own after completion of the offering, assuming all of the
Shares being offered hereby are sold.

<TABLE>
<CAPTION>
SHARES OF COMMON SHARES OWNED
STOCK OWNED PRIOR AFTER
TO SHARES BEING COMPLETION
SELLING SHAREHOLDER THE OFFERING(1) OFFERED OF THE OFFERING
------------------- ----------------- ------------ ----------------
<S> <C> <C> <C>
Craig Drill Capital, L.P............................ 450,000 300,000 150,000
Bankers Trust TTEE for Chrysler Corp.
Emp. #1 Pens. Plan Dtd 4/1/89....................... 80,000 80,000 0
Chase Manhattan, N.A. TTEE for IBM Corp.
Retirement Plan Trust Dtd. 12/18/45................. 80,000 80,000 0
Sam Wietschner and Tova Wietschner JTWROS........... 5,000 5,000 0
Richardson Electronics Ltd.......................... 10,000 10,000 0
Howard Sacher and Jacqueline Sacher JTWROS.......... 5,000 5,000 0
J. Zagorski and J. Schenkman, Trustees
Miami Orth. & Sports Medicine Inc. Profit Sharing
Plan
Dtd. 9/1/81......................................... 5,000 5,000 0
Janice Robinson..................................... 5,000 5,000 0
Whiffletree Partners L.P............................ 10,000 10,000 0
Thomas Paine Investors, L.P......................... 20,000 20,000 0
Stuart Albrecht..................................... 10,500 4,000 6,500
Lloyd Arnel......................................... 17,500 1,500 16,000
Richard J. Gusick................................... 16,300 5,000 11,300
Natalie and Jason Karp(2)........................... 1,000 1,000 0
Alvin J. Smith...................................... 1,000 1,000 0
Harold Speert....................................... 5,000 5,000 0
Kathryn H. Speert................................... 5,000 5,000 0
Peter K. Speert..................................... 1,000 1,000 0
Elizabeth Speert.................................... 1,000 1,000 0
Edward A. Sweeney................................... 1,000 1,000 0
Arvin H. Smith(3)................................... 39,000 9,000 30,000
Frank Jungers(4).................................... 4,000 4,000 0
Maritime Capital Limited............................ 25,000 25,000 0
Michael Zuk......................................... 3,000 3,000 0
Robert C. Howard.................................... 4,500 2,500 2,000
Barry S. Howe(5).................................... 64,300 2,000 62,300
Eugene Goodman...................................... 2,500 2,500 0
Michael D. Norton and Pamela Norton JTWROS.......... 1,000 1,000 0
Steven J. Coleman(6)................................ 1,000 1,000 0
Donald E. Noble(7).................................. 3,000 2,000 1,000
Gerald Feldman(8)................................... 1,500 1,500 0
Jiela Rufeh......................................... 8,000 8,000 0
Theobald M. Karch Trustee Theobald M.
Karch Revocable Trust U/A/D 1/11/94................. 2,500 2,500 0
</TABLE>

41
<PAGE> 43

<TABLE>
<CAPTION>
SHARES OF SHARES OWNED
COMMON STOCK OWNED AFTER
PRIOR TO SHARES BEING COMPLETION
SELLING SHAREHOLDER THE OFFERING(1) OFFERED OF THE OFFERING
------------------- ------------------ ------------ ---------------
<S> <C> <C> <C>
Alan J. Rubin....................................... 7,500 7,500 0
Edward E. Chanod.................................... 1,000 1,000 0
George R. Freund.................................... 1,000 1,000 0
Richard V. Aghababian............................... 2,500 2,500 0
B. Bollag, M. Bollag & S. Sonnenschine Co-Ttee's
FBO Sunshine Charitable Trust U/A/D 1-8-92.......... 5,000 5,000 0
Michael Bollag...................................... 5,000 5,000 0
Universal Partners, L.P............................. 2,500 2,500 0
Jacqueline O'Neill.................................. 1,000 1,000 0
Mittersill Investment Partners...................... 5,000 5,000 0
Joseph Giamanco(9).................................. 5,000 5,000 0
Ronald Menello...................................... 2,500 2,500 0
Anne T. Barrett(10)................................. 4,000 4,000 0
R.W. Chapman(11).................................... 40,500 500 40,000
Pavlos and Efstahia Servetopoulos................... 5,000 5,000 0
Athanasios and Panayota Stamatiadis................. 5,000 5,000 0
Konstantine Papatheodorou........................... 5,000 5,000 0
Silvermerlin Maritime, Inc.......................... 6,000 6,000 0
Gama Co., Ltd....................................... 3,000 3,000 0
Efal Investment Co. Inc............................. 12,500 12,500 0
Konstantinos Kanaris................................ 2,000 2,000 0
Orsenna Ltd......................................... 4,000 4,000 0
Pavlos and Kalliopi Perratis........................ 3,500 3,500 0
Kitty Kyriakopoulos................................. 10,000 10,000 0
Alexandros Chryssis................................. 1,000 1,000 0
Dimitiris Diakopoulos and Efimia Chryssi............ 1,000 1,000 0
Vasilios and Irini Lezos............................ 1,000 1,000 0
Blondell Establishment.............................. 25,000 25,000 0
Comar, Inc.......................................... 7,500 7,500 0
George and Aristea Kambanis......................... 3,500 3,500 0
M. John and G. Vasiliki Paguidas.................... 10,000 10,000 0
CEPA SA............................................. 85,000 80,000 5,000
J. Henry Schoder Bank AG............................ 52,000 24,000 28,000
Darier, Hentsch & Cie............................... 60,000 60,000 0
Lombard, Odier & Cie................................ 64,000 64,000 0
ABN AMRO Bank (Schweiz)............................. 25,000 25,000 0
CS Zurich........................................... 76,000 76,000 0
Canrade Privatbank, Zurich.......................... 4,000 4,000 0
Swiss Volksbank..................................... 16,000 16,000 0
Union Bank of Switzerland........................... 18,000 18,000 0
John A. & M.M. Pike................................. 750 750 0
NPI Global Care Unit Trust.......................... 15,000 15,000 0
</TABLE>

42
<PAGE> 44

<TABLE>
<CAPTION>
SHARES OF SHARES OWNED
COMMON STOCK OWNED AFTER
PRIOR TO SHARES BEING COMPLETION
SELLING SHAREHOLDER THE OFFERING(1) OFFERED OF THE OFFERING
------------------- ------------------ ------------ ---------------
<S> <C> <C> <C>
Ronald David Smith.................................. 750 750 0
Investarit AG....................................... 50,000 50,000 0
United Overseas Bank................................ 60,000 60,000 0
Swiss Bank Corporation, Geneva...................... 4,000 4,000 0
Mindful Partners L.P................................ 15,000 15,000 0
Julian I. Edison.................................... 7,000 7,000 0
Hope R. Edison...................................... 4,000 4,000 0
Aaron D. Edison 1986 Trust.......................... 4,000 4,000 0
Philip H. Geier, Jr................................. 20,000 20,000 0
Leonard Cohen and Jean E. Cohen,
Trustees of the Leonard Cohen and Jean E. Cohen
Revocable Trust U/A/D 12/19/83...................... 10,000 10,000 0
Robert B. Gwyn, Trustee for the Robert B.
Gwyn Trust Dated 11/1/90............................ 10,000 10,000 0
Alex E. Booth, Jr................................... 5,000 5,000 0
HTOOB, Inc.......................................... 10,000 10,000 0
Robert E. Kirby..................................... 10,000 10,000 0
Yiska Moser Trust................................... 10,000 10,000 0
M.S.I. Investments Limited.......................... 10,000 10,000 0
Richard B. Felder................................... 5,000 5,000 0
Irish Eagle Partnership............................. 2,500 2,500 0
Michael D. Mintz Trust U/A 9/12/92.................. 10,000 10,000 0
Martin R. Walsh..................................... 2,500 2,500 0
Kathleen Carlin Rold................................ 15,000 15,000 0
The Abrams Group.................................... 10,000 10,000 0
Gerlach & Co........................................ 27,000 27,000 0
Egger & Co.......................................... 10,000 10,000 0
Delos Balanced Mutual Fund.......................... 10,000 10,000 0
Paris Nicolaides, Trustee, The Razis
Revocable Trust(12)................................. 5,000 5,000 0
Gesico International S.A............................ 40,000 40,000 0
MSS Nominees Limited................................ 15,000 15,000 0
MSS Nominees Limited................................ 20,000 20,000 0
Bear Stearns IRA fbo Terence Hogan.................. 172 172 0
Terence Hogan....................................... 916 916 0
Charles McQuaid..................................... 387 387 0
Ralph Wanger........................................ 1,843 1,843 0
LZW Family Investment Partnership................... 652 652 0
Wanger Asset Management, L.P........................ 1 1 0
Flying Squirrel Liquidating Trust................... 60 60 0
Charles F. Allison.................................. 523 523 0
Mone Anathan III.................................... 707 707 0
Robert D. Appelbaum................................. 1,021 1,021 0
</TABLE>

43
<PAGE> 45

<TABLE>
<CAPTION>
SHARES OF SHARES OWNED
COMMON STOCK OWNED AFTER
PRIOR TO SHARES BEING COMPLETION
SELLING SHAREHOLDER THE OFFERING(1) OFFERED OF THE OFFERING
------------------- ------------------ ------------ ---------------
<S> <C> <C> <C>
Philip Appelbaum.................................... 219 219 0
Henry R. Appelbaum.................................. 219 219 0
Barbara B. Appelbaum................................ 219 219 0
Ralph A. Bard, Jr., Trustee UAD 2/12/83............. 203 203 0
Bear Stearns IRA fbo Ben A. Beavers................. 311 311 0
Ellen H. Block Revocable Trust...................... 1,022 1,022 0
Daryl D. Boddicker Trust............................ 523 523 0
Ann K. Butler....................................... 1,046 1,046 0
William J. Cadogan.................................. 459 459 0
Common Sense Partners, L.P.......................... 5,237 5,237 0
Couderay Partners................................... 1,549 1,549 0
Sara Crown 65 Trust................................. 104 104 0
Terry D. Diamond Trust.............................. 485 485 0
John E. Doddridge................................... 1,853 1,853 0
Bear Stearns IRA fbo Joseph P. Durrett.............. 410 410 0
Eugene H. Edson..................................... 460 460 0
Stephen M. Ehrlichman............................... 204 204 0
S. Cody Engle....................................... 732 732 0
Roxanne H. Frank Trust.............................. 387 387 0
Samuel J. Gerson.................................... 523 523 0
Howard N. Gilbert................................... 523 523 0
The Goldfeder Family Trust.......................... 993 993 0
Lenore S. Greenberg Trust........................... 835 835 0
Madeline Halpern.................................... 1,539 1,539 0
J. Davis Hamlin..................................... 816 816 0
Irving B. Harris Revocable Trust.................... 1,358 1,358 0
Joan W. Harris Revocable Trust...................... 194 194 0
William W. Harris Trust............................. 387 387 0
David F. Hinchman................................... 460 460 0
Larry J. Hochberg Revocable Trust................... 410 410 0
Roger L. Howe....................................... 2,664 2,664 0
Roger Howe Revocable Trust #2....................... 820 820 0
Joseph Huber........................................ 184 184 0
Jerome Kahan Jr. Revocable Trust.................... 194 194 0
Keim Family Partnership............................. 347 347 0
Bear Stearns IRA fbo Alexander S. Knopfler.......... 101 101 0
Michael S. Koeneke.................................. 411 411 0
Alan J. Lacy........................................ 460 460 0
Lakeview Multi-Strategy Fund, L.P................... 581 581 0
Gladys K. Lazarus................................... 821 821 0
Daniel H. Levy...................................... 410 410 0
John S. Lillard..................................... 460 460 0
</TABLE>

44
<PAGE> 46

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

(1) Except as otherwise reflected in the footnotes to this table, all share
ownership includes Shares owned by the Selling Shareholders and shares that
the Selling Shareholders have the right to acquire within 60 days of
December 28, 1996, through the exercise of stock options.

(2) Ms. Karp is an employee of Thermo Electron.

(3) Mr. Smith is a Director of the Company and holds various offices with
Thermo Electron, Thermo Instrument and their affiliates and subsidiaries.
See "Management."

(4) Mr. Jungers is a director of Thermo Electron, ThermoQuest and Thermo Ecotek
Corporation.

(5) Mr. Howe is President, Chief Executive Officer and a Director of the
Company and is a Vice President of Thermo Instrument. See "Management."

(6) Mr. Coleman is an employee of Thermo Fibergen Inc., an affiliate of the
Company.

45
<PAGE> 47

(7) Mr. Noble is a director of Thermo Electron, Thermo Fibertek Inc., Thermo
Power Corporation, Thermo Sentron Inc. and Thermo TerraTech Inc., each of
which is an affiliate of the Company.

(8) Mr. Feldman is President of International Technidyne Corporation, a wholly
owned subsidiary of Thermo Electron.

(9) Mr. Giamanco is the owner and president of GMH, Inc., which serves as a
specialist in the Company's Common Stock on the American Stock Exchange.

(10) Ms. Barrett is a consultant to Thermo Electron and a director of Thermo
Fibergen Inc., an affiliate of the Company.

(11) Dr. Chapman is Chairman of the Board and a Director of the Company and is
President and Chief Executive Officer of ThermoQuest. See "Management."

(12) Mr. Paris Nicolaides, a consultant to Thermo Electron, is trustee of The
Razis Revocable Trust. Accordingly, Mr. Nicolaides may be deemed to own the
5,000 Shares owned by such trust.

(13) As the owner of a majority of the shares of capital stock of Thermo
Instrument, Thermo Electron may be deemed to beneficially own the 6,500,000
shares of Common Stock beneficially owned by Thermo Instrument. See
"Security Ownership of Certain Beneficial Owners and Management --
Principal Stockholder." Thermo Electron disclaims beneficial ownership of
such 6,500,000 shares.

The Shares are being registered to permit public secondary trading of the
Shares from time to time by the Selling Shareholders. All of the Shares being
offered by the Selling Shareholders were sold by the Company in private
placement transactions pursuant to Securities Purchase Agreements with the
Company dated March 15, 1996 and April 19, 1996 (the "Purchase Agreements") for
cash.

In the Purchase Agreements, the Company agreed, among other things, to bear
all expenses (other than underwriting discounts, selling commissions, and fees
and expenses of counsel and other advisors to the Selling Shareholders) in
connection with the registration and sale of the Shares being offered by the
Selling Shareholders. See "Sale of Shares." The Company has agreed to prepare
and file such amendments and supplements to the Registration Statement of which
this Prospectus forms a part as may be necessary to keep the Registration
Statement effective until all the Shares offered hereby have been sold pursuant
thereto or until such Shares are no longer, by reason of Rule 144(k) under the
Securities Act or any other rule of similar effect, required to be registered
for the public sale thereof by the Selling Shareholders.

SALE OF SHARES

The Company will not receive any of the proceeds from this offering. The
Shares offered hereby may be sold from time to time by or for the account of any
of the Selling Shareholders or by their pledgees, donees, distributees or
transferees or other successors in interest to the Selling Shareholders. The
Shares may be sold hereunder directly to purchasers by the Selling Shareholders
in negotiated transactions; by or through brokers or dealers in ordinary
brokerage transactions or transactions in which the broker solicits purchases;
block trades in which the broker or dealer will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal;
transactions in which a broker or dealer purchases as principal for resale for
its own account; or through underwriters or agents. The Shares may be sold at a
fixed offering price, which may be changed, at the prevailing market price at
the time of sale, at prices related to such prevailing market price or at
negotiated prices. Any brokers, dealers, underwriters or agents may arrange for
others to participate in any such transaction and may receive compensation in
the form of discounts, commissions or concessions from the Selling Shareholders
and/or the purchasers of the Shares. Each Selling Shareholder will be
responsible for payment of any and all commissions to brokers.

The aggregate proceeds to any Selling Shareholder from the sale of the
Shares offered by a Selling Shareholder will be the purchase price of such
Shares less any broker's commissions.

In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares

46
<PAGE> 48

may not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

Any Selling Shareholder and any broker-dealer, agent or underwriter that
participates with the Selling Shareholder in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any commissions received by such broker-dealers, agents or
underwriters and any profit on the resale of the Shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.

DESCRIPTION OF CAPITAL STOCK

As of December 28, 1996 the Company had 25,000,000 shares of Common Stock
authorized for issuance, of which 9,771,500 were issued and outstanding. Each
share of Common Stock is entitled to pro rata participation in distributions
upon liquidation and to one vote on all matters submitted to a vote of
shareholders. Dividends may be paid to the holders of Common Stock when and if
declared by the Board of Directors out of funds legally available therefor.
Holders of Common Stock have no preemptive, conversion or similar rights. The
outstanding shares of Common Stock are, and the shares offered hereby when
issued will be, legally issued, fully paid and nonassessable.

The shares of Common Stock have noncumulative voting rights. As a result,
the holders of more than 50% of the shares voting can elect all the Directors if
they so choose, and in such event, the holders of the remaining shares cannot
elect any Directors. Thermo Instrument intends to continue to beneficially own
at least a majority of the outstanding Common Stock, and will have the power to
elect all of the members of the Company's Board of Directors. Thermo Instrument
is a majority-owned subsidiary of Thermo Electron and, therefore, Thermo
Electron may be deemed a beneficial owner of the shares of Common Stock
beneficially owned by Thermo Instrument. Thermo Electron disclaims beneficial
ownership of these shares.

The Company's Certificate of Incorporation contains certain provisions
permitted under the General Corporation Law of Delaware relating to the
liability of Directors. The provisions eliminate a Director's liability for
monetary damages for a breach of fiduciary duty, except in certain circumstances
involving wrongful acts, such as the breach of a director's duty of loyalty or
acts or omissions which involve intentional misconduct or a knowing violation of
law. The Company's Certificate of Incorporation also contains provisions to
indemnify the Directors and officers of the Company to the fullest extent
permitted by the General Corporation Law of Delaware. The Company believes that
these provisions will assist the Company in attracting and retaining qualified
individuals to serve as Directors and officers.

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.

47
<PAGE> 49

SHARES ELIGIBLE FOR FUTURE SALE

There are currently 9,771,500 shares of Common Stock of the Company
outstanding, of which 1,670,000 are freely tradable without restriction or
further registration under the Securities Act, except that any shares purchased
by affiliates of the Company, as that term is defined in Rule 144 under the
Securities Act (an "Affiliate"), may generally only be resold in compliance with
applicable provisions of Rule 144.

The remaining 6,500,000 shares of Common Stock are beneficially owned by
Thermo Instrument (not including 3,030,303 shares issuable to Thermo Instrument
upon conversion of the Convertible Note). In connection with the Company's
initial public offering, which was completed on September 23, 1996, Thermo
Electron, Thermo Instrument and the Company agreed, without the prior written
consent of the underwriters of such offering, not to offer, sell or otherwise
dispose of any shares of Common Stock prior to March 17, 1997, other than (i)
shares of Common Stock to be sold to such underwriters in such offering, (ii)
the issuance of options to purchase Common Stock pursuant to existing
stock-based compensation plans, (iii) shares of Common Stock which may be sold
to Thermo Instrument, and (iv) the issuances of shares of Common Stock as
consideration for the acquisition of one or more businesses (provided that such
Common Stock may not be resold prior to March 17, 1997). So long as Thermo
Instrument is able to elect a majority of the Board of Directors it will be able
to cause the Company at any time to register under the Securities Act all or a
portion of the Common Stock owned by Thermo Instrument or its affiliates, in
which case it would be able to sell such shares without restriction upon
effectiveness of the registration statement.

In general, under Rule 144 as currently in effect, a stockholder, including
an Affiliate, who has beneficially owned his or her restricted securities (as
that term is defined in Rule 144) for at least two years from the later of the
date such securities were acquired from the Company or (if applicable) the date
they were acquired from an Affiliate is entitled to sell, within any three-month
period, a number of such shares that does not exceed the greater of (i) 1% of
the then outstanding shares of Common Stock or (ii) the average weekly trading
volume in the Common Stock during the four calendar weeks preceding the date on
which notice of such sale was filed pursuant to Rule 144 provided certain
requirements concerning availability of public information, manner of sale and
notice of sale are satisfied. In addition, under Rule 144(k), if a period of at
least three years has elapsed between the later of the date restricted
securities were acquired from the Company or (if applicable) the date they were
acquired from an Affiliate of the Company, a stockholder who is not an Affiliate
of the Company at the time of sale and has not been an Affiliate of the Company
for at least three months prior to the sale is entitled to sell the shares
immediately without compliance with the foregoing requirements under Rule 144.
The Securities and Exchange Commission has proposed an amendment to Rule 144
which would reduce the holding period required for shares subject to Rule 144 to
become eligible for sale in the public market from two years to one year, and
from three years to two years in the case of Rule 144(k).

The Company has reserved 925,000 shares of Common Stock for grants under
its existing stock-based compensation plans. As of September 28, 1996, options
to purchase up to 731,700 shares of Common Stock had been granted under such
plans. All of such options are exercisable, subject to the right of the Company
to repurchase shares at the exercise price if the optionee ceases to be employed
by the Company. This repurchase right lapses ratably (on an annual basis) over a
five to ten year period depending upon the term of the option. As of December
28, 1996, repurchase rights had not lapsed as to any of the shares issuable upon
exercise of outstanding options. The Company has reserved 193,300 shares for
future grant under such plans. The Company intends to file registration
statements under the Securities Act to register all shares of Common Stock
issuable under such plans. Shares covered by these registration statements that
are not subject to transferability restrictions will be eligible for sale in the
public market immediately upon the filing of such registration statements,
subject to Rule 144 limitations applicable to Affiliates as noted above.

LEGAL MATTERS

The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Seth H. Hoogasian, Esq., General Counsel of
Thermo Electron, Thermo Instrument and the Company. Mr. Hoogasian owns or has
the right to acquire 3,000 shares of Common Stock, 16,737 shares of common stock
of Thermo Instrument and 115,927 shares of common stock of Thermo Electron.

48
<PAGE> 50

EXPERTS

The Consolidated Financial Statements of the Company and of others included
in this Prospectus and the financial statement schedules included in the
Registration Statement of which this Prospectus forms a part have been audited
by Arthur Andersen LLP, independent public accountants, to the extent and for
the periods as indicated in their reports with respect thereto, and are included
herein in reliance upon the reports of said firm and the authority of said firm
as experts in accounting and auditing in giving said reports.

The balance sheets as of March 31, 1995 and February 7, 1996 and the
statements of income, retained earnings and cash flows for the years ended March
31, 1994 and 1995 and the period from April 1, 1995 through February 7, 1996 of
Dynatech Medical Products Limited, referred to in this Prospectus, have been
referenced in reliance on the report of Coopers & Lybrand, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (together with all amendments
and exhibits thereto, the "Registration Statement") under the Securities Act
with respect to the securities offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is made to the Registration
Statement, copies of which may be obtained upon payment of the fees prescribed
by the Commission from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at Seven World Trade Center, New York, New York 10048 and at 500 West Madison
Street, Chicago, Illinois 60661.

The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements, and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices at Seven World Trade Center, New York,
New York 10048 and at 500 West Madison Street, Chicago, Illinois 60661. Copies
of such material can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. at prescribed rates. The
Commission also maintains a Web site at (http://www.sec.gov). The Common Stock
of the Company is listed on the American Stock Exchange, and the reports, proxy
statements and other information filed by the Company with the Commission can be
inspected at the office of the American Stock Exchange, 86 Trinity Place, New
York, New York 10006.

49
<PAGE> 51

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
THERMO BIOANALYSIS CORPORATION

Report of Independent Public Accountants......................................... F-2

Consolidated Statement of Operations for the years ended January 1, 1994,
December 31, 1994 and December 30, 1995 and for the nine months ended September
30, 1995 and September 28, 1996................................................. F-3

Consolidated Balance Sheet as of December 31, 1994, December 30, 1995 and
September 28, 1996.............................................................. F-4

Consolidated Statement of Cash Flows for the years ended January 1, 1994,
December 31, 1994 and December 30, 1995 and for the nine months ended September
30, 1995 and September 28, 1996................................................. F-5

Consolidated Statement of Shareholders' Investment for the years ended January 1,
1994, December 31, 1994 and December 30, 1995 and for the nine months ended
September 28, 1996.............................................................. F-6

Notes to Consolidated Financial Statements....................................... F-7

DYNEX TECHNOLOGIES DIVISION OF DYNATECH CORPORATION

Reports of Independent Public Accountants........................................ F-16

Consolidated Statement of Operations for the years ended March 31, 1994 and 1995
and for the period from April 1, 1995 through February 7, 1996.................. F-18

Consolidated Balance Sheet as of March 31, 1995 and February 7, 1996............. F-19

Consolidated Statement of Cash Flows for the years ended March 31, 1994 and 1995
and for the period from April 1, 1995 through February 7, 1996.................. F-20

Consolidated Statement of Shareholder's Investment for the years ended March 31,
1994 and 1995 and for the period from April 1, 1995 through February 7, 1996.... F-21

Notes to Consolidated Financial Statements....................................... F-22

AFFINITY SENSORS AND LABSYSTEMS DIVISIONS OF FISONS plc

Auditors' Report................................................................. F-27

Combined Profit and Loss Accounts for the years ended December 31, 1993, 1994 and
1995, for the three months ended March 31, 1995 and for the period from January
1, 1996 through March 29, 1996.................................................. F-28

Combined Balance Sheets as of December 31, 1994 and 1995......................... F-29

Combined Cash Flow Statements for the years ended December 31, 1993, 1994 and
1995, for the three months ended March 31, 1995 and for the period from January
1, 1996 through March 29, 1996.................................................. F-30

Notes to Combined Financial Statements........................................... F-31

PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION OF THERMO BIOANALYSIS CORPORATION,
THE DYNEX TECHNOLOGIES DIVISION OF DYNATECH CORPORATION AND THE AFFINITY SENSORS AND
LABSYSTEMS DIVISIONS OF FISONS plc (UNAUDITED)

Pro Forma Combined Condensed Statement of Operations for the year ended
December 30, 1995............................................................... F-39

Pro Forma Combined Condensed Statement of Operations for the nine months ended
September 28, 1996.............................................................. F-40

Pro Forma Condensed Balance Sheet as of September 28, 1996....................... F-41

Notes to Pro Forma Combined Condensed Financial Statements....................... F-42
</TABLE>

F-1
<PAGE> 52

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Thermo BioAnalysis Corporation:

We have audited the accompanying consolidated balance sheet of Thermo
BioAnalysis Corporation (a Delaware corporation and 80%-owned subsidiary of
Thermo Instrument Systems Inc.) and subsidiaries as of December 31, 1994 and
December 30, 1995, and the related consolidated statements of operations, cash
flows, and shareholders' investment for each of the three years in the period
ended December 30, 1995. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Thermo
BioAnalysis Corporation and subsidiaries as of December 31, 1994 and December
30, 1995 and the results of their operations and their cash flows for each of
the three years in the period ended December 30, 1995, in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
May 10, 1996 (except with
respect to certain matters discussed in
Note 9, as to which the date is October 2, 1996)

F-2
<PAGE> 53

THERMO BIOANALYSIS CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
----------------------
SEPT. 30, SEPT. 28,
1993 1994 1995 1995 1996
------- ------- ------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues (Note 8)........................ $24,479 $25,127 $22,534 $17,036 $49,128
------- ------- ------- ------- -------
Costs and Operating Expenses:
Cost of revenues....................... 13,010 14,176 13,036 9,910 25,879
Selling, general and administrative
expenses (Note 6)................... 4,914 5,054 4,804 3,464 14,925
Research and development expenses...... 2,242 2,042 1,325 937 5,031
Write-off of acquired technology
(Note 9)............................ -- -- -- -- 3,500
------- ------- ------- ------- -------
20,166 21,272 19,165 14,311 49,335
------- ------- ------- ------- -------
Operating Income (Loss).................. 4,313 3,855 3,369 2,725 (207)
Interest Income.......................... -- -- 819 503 585
Interest Expense......................... -- -- -- -- (1,225)
------- ------- ------- ------- -------
Income (Loss) Before Provision for
Income Taxes........................... 4,313 3,855 4,188 3,228 (847)
Provision for Income Taxes (Note 4)...... 1,775 1,455 1,674 1,290 1,049
------- ------- ------- ------- -------
Net Income (Loss)........................ $ 2,538 $ 2,400 $ 2,514 $ 1,938 $(1,896)
======= ======= ======= ======= =======
Earnings (Loss) per Share................ $ .38 $ .36 $ .32 $ .25 $ (.23)
======= ======= ======= ======= =======
Weighted Average Shares.................. 6,617 6,617 7,811 7,675 8,213
======= ======= ======= ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-3
<PAGE> 54

THERMO BIOANALYSIS CORPORATION

CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
SEPT. 28,
1994 1995 1996
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents..................................... $ 21 $17,747 $ 42,802
Accounts receivable, less allowances of $154, $154 and $888... 5,870 5,482 14,735
Inventories................................................... 5,665 5,968 13,948
Prepaid income taxes (Note 4)................................. 614 673 2,078
Prepaid expenses.............................................. 70 7 641
Due from parent company and affiliates........................ -- 761 492
------- ------- --------
12,240 30,638 74,696
------- ------- --------
Property, Plant and Equipment, at Cost, Net..................... 1,659 1,654 5,698
------- ------- --------
Patents and Other Assets........................................ 12 195 3,361
------- ------- --------
Cost in Excess of Net Assets of Acquired Companies.............. 438 420 32,689
------- ------- --------
$14,349 $32,907 $116,444
======= ======= ========

LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Accounts payable.............................................. $ 816 $ 432 $ 4,800
Accrued payroll and employee benefits......................... 848 692 2,096
Accrued installation and warranty expenses.................... 248 370 1,709
Accrued income taxes.......................................... 1,815 1,665 2,525
Deferred revenue.............................................. -- -- 2,317
Other accrued expenses........................................ 211 374 6,886
Due to parent company and affiliates.......................... 20 -- --
------- ------- --------
3,958 3,533 20,333
------- ------- --------
Deferred Income Taxes (Note 4).................................. 229 228 228
------- ------- --------
Subordinated Convertible Note, Due to Parent Company (Note 9)... -- -- 50,000
------- ------- --------
Shareholders' Investment (Notes 2, 7 and 9):
Net parent company investment................................. 10,162 -- --
Common stock, $.01 par value, 25,000,000 shares authorized;
8,101,500 and 9,601,500 shares issued and outstanding...... -- 81 96
Capital in excess of par value................................ -- 26,917 45,459
Retained earnings............................................. -- 2,143 247
Cumulative translation adjustment............................. -- 5 81
------- ------- --------
10,162 29,146 45,883
------- ------- --------
$14,349 $32,907 $116,444
======= ======= ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE> 55

THERMO BIOANALYSIS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
-----------------------
SEPT. 30, SEPT. 28,
1993 1994 1995 1995 1996
------- ------- ------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss)............................................... $ 2,538 $ 2,400 $ 2,514 $ 1,938 $ (1,896)
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization............................... 243 289 346 258 2,158
Provision for losses on accounts receivable................. 132 15 -- 27 118
Deferred income tax expense (benefit)....................... (169) 279 (60) -- --
Write-off of acquired technology (Note 9)................... -- -- -- -- 3,500
Changes in current accounts, excluding the effects of
acquisitions:
Accounts receivable....................................... (2,016) 269 388 615 355
Inventories............................................... (122) (1,265) (303) (45) 39
Other current assets...................................... 66 (78) (698) (42) 1,350
Accounts payable.......................................... 589 (610) (384) (66) 1,178
Other current liabilities................................. 730 (540) (41) 242 2,441
------- ------- ------- ------- --------
Net cash provided by operating activities............... 1,991 759 1,762 2,927 9,243
------- ------- ------- ------- --------
INVESTING ACTIVITIES:
Acquisitions, net of cash acquired.............................. -- -- -- -- (52,145)
Purchases of property, plant and equipment...................... (190) (237) (313) (269) (596)
Other........................................................... -- -- (183) -- --
------- ------- ------- ------- --------
Net cash used in investing activities................... (190) (237) (496) (269) (52,741)
------- ------- ------- ------- --------
FINANCING ACTIVITIES:
Net proceeds from issuance of Company common stock (Note 7)... -- -- 14,918 14,918 18,557
Transfer from parent company to fund income tax payments...... 1,497 1,670 1,930 1,605 --
Net transfer to parent company................................ (3,304) (2,185) (383) (117) --
Proceeds from issuance of subordinated convertible note to
parent company (Note 9)..................................... -- -- -- -- 50,000
Proceeds from issuance of note payable to Thermo Electron
(Note 9).................................................... -- -- -- -- 30,000
Repayment of note payable to Thermo Electron (Note 9)......... -- -- -- -- (30,000)
------- ------- ------- ------- --------
Net cash provided by (used in) financing activities..... (1,807) (515) 16,465 16,406 68,557
------- ------- ------- ------- --------
Exchange Rate Effect on Cash.................................... -- -- (5) -- (4)
------- ------- ------- ------- --------
Increase (Decrease) in Cash and Cash Equivalents................ (6) 7 17,726 19,064 25,055
Cash and Cash Equivalents at Beginning of Period................ 20 14 21 21 17,747
------- ------- ------- ------- --------
Cash and Cash Equivalents at End of Period...................... $ 14 $ 21 $17,747 $19,085 $ 42,802
======= ======= ======= ======= ========
CASH PAID FOR:
Interest........................................................ $ -- $ -- $ -- $ -- $ 778
======= ======= ======= ======= ========
Income taxes.................................................... $ 1,497 $ 1,670 $ 1,930 $ 1,605 $ --
======= ======= ======= ======= ========
NONCASH ACTIVITIES:
Fair value of assets of acquired companies...................... $ -- $ -- $ -- $ -- $ 68,277
Cash paid for acquired companies................................ -- -- -- -- (52,191)
------- ------- ------- ------- --------
Liabilities assumed of acquired companies................... $ -- $ -- $ -- $ -- $ 16,086
======= ======= ======= ======= ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE> 56

THERMO BIOANALYSIS CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDERS' INVESTMENT
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON
NET PARENT STOCK, CAPITAL IN CUMULATIVE
COMPANY $.01 PAR EXCESS OF RETAINED TRANSLATION
INVESTMENT VALUE PAR VALUE EARNINGS ADJUSTMENT
---------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE JANUARY 2, 1993........... $ 7,546 $-- $ -- $ -- $--
Net income........................ 2,538 -- -- -- --
Net transfer to parent company.... (1,807) -- -- -- --
-------- --- ------- ------- ---
BALANCE JANUARY 1, 1994........... 8,277 -- -- -- --
Net income........................ 2,400
Net transfer to parent company.... (515) -- -- -- --
-------- --- ------- ------- ---
BALANCE DECEMBER 31, 1994......... 10,162 -- -- -- --
Net income prior to capitalization
of Company...................... 371 -- -- -- --
Net transfer from parent
company......................... 1,547 -- -- -- --
Capitalization of Company......... (12,080) 65 12,015 -- --
Net proceeds from issuance
of Company common stock
(Note 7)........................ -- 16 14,902 -- --
Net income after capitalization of
Company......................... -- -- -- 2,143 --
Translation adjustment............ -- -- -- -- 5
-------- --- ------- ------- ---
BALANCE DECEMBER 30, 1995......... -- 81 26,917 2,143 5
(UNAUDITED)
Net loss.......................... -- -- -- (1,896) --
Net proceeds from issuance of
Company common stock (Note 9)... -- 15 18,542 -- --
Translation adjustment............ -- -- -- -- 76
-------- --- ------- ------- ---
BALANCE SEPTEMBER 28, 1996........ $ -- $96 $45,459 $ 247 $81
======== === ======= ======= ===
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE> 57

THERMO BIOANALYSIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Thermo BioAnalysis Corporation (the "Company") develops, manufactures, and
sells instrumentation for the health physics, biopharmaceutical, and analytical
biochemistry instrumentation markets. It comprises three operations that
specialize in health physics instrumentation, matrix-assisted laser
desorption/ionization time-of-flight mass spectrometry ("MALDI-TOF"), and
capillary electrophoresis ("CE").

Relationship with Thermo Instrument Systems Inc. and Thermo Electron
Corporation

The Company was incorporated in February 1995 as a wholly owned subsidiary
of Thermo Instrument Systems Inc. ("Thermo Instrument") at which time Thermo
Instrument transferred to the Company the assets related to certain elements of
Thermo Separation Products Inc.'s CE product line, Finnigan MAT Ltd.'s MALDI-TOF
division, and Eberline Instruments' health physics instrumentation division,
including $300,000 in cash, in exchange for 6,500,000 shares of the Company's
common stock. As of December 30, 1995, Thermo Instrument owned 6,500,000 shares
of the Company's common stock, representing 80% of such stock outstanding.
Thermo Instrument is an 86%-owned subsidiary of Thermo Electron Corporation
("Thermo Electron").

The accompanying financial statements include the assets, liabilities,
income and expenses of the Company as included in Thermo Instrument's
consolidated financial statements. The accompanying financial statements do not
include Thermo Instrument's general corporate debt, which is used to finance
operations of all of its respective business segments, or an allocation of
Thermo Instrument's interest expense. The Company has had positive cash flows
from operations since 1993.

Principles of Consolidation

The accompanying financial statements include the accounts of the Company
and its wholly owned subsidiaries. All material intercompany accounts and
transactions have been eliminated.

Fiscal Year

The Company has adopted a fiscal year ending the Saturday nearest December
31. References to 1993, 1994 and 1995 are for the fiscal years ended January 1,
1994, December 31, 1994 and December 30, 1995, respectively.

Revenue Recognition

The Company recognizes revenues upon shipment of its products. The Company
provides a reserve for its estimate of warranty and installation costs at the
time of shipment. The Company recognizes revenue from service contracts over the
respective terms of the contracts.

Income Taxes

The Company and Thermo Instrument have a tax allocation agreement under
which both the Company and Thermo Instrument are included in Thermo Electron's
consolidated federal and certain state income tax returns. The agreement
provides that in years in which the Company has taxable income, it will pay to
Thermo Electron amounts comparable to the taxes the Company would have paid if
it had filed separate tax returns. If Thermo Instrument's equity ownership of
the Company drops below 80%, the Company would be required to file its own
income tax returns.

F-7
<PAGE> 58

THERMO BIOANALYSIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In accordance with Statement of Financial Accounting Standards ("SFAS") No.
109, "Accounting for Income Taxes," the Company recognizes deferred income taxes
based on the expected future tax consequences of differences between the
financial statement basis and the tax basis of assets and liabilities,
calculated using enacted tax rates in effect for the year in which the
differences are expected to be reflected in the tax return.

Earnings per Share

Pursuant to Securities and Exchange Commission requirements, earnings per
share have been presented for all periods. Weighted average shares for all
periods include the 6,500,000 shares issued to Thermo Instrument in connection
with the capitalization of the Company and the effect of the assumed exercise of
stock options issued within one year prior to the Company's proposed initial
public offering.

Cash and Cash Equivalents

Prior to its incorporation, the cash receipts and disbursements of the
Company were combined with other Thermo Instrument corporate cash transactions
and balances, except for certain payroll accounts.

As of December 30, 1995, $17,661,000 of the Company's cash equivalents were
invested in a repurchase agreement with Thermo Electron. Under this agreement,
the Company in effect lends excess cash to Thermo Electron, which Thermo
Electron collateralizes with investments principally consisting of U.S.
government agency securities, corporate notes, commercial paper, money market
funds, and other marketable securities, in the amount of at least 103% of such
obligation. The Company's funds subject to the repurchase agreement are readily
convertible into cash by the Company and have an original maturity of three
months or less. The repurchase agreement earns a rate based on the Commercial
Paper Composite Rate plus 25 basis points, set at the beginning of each quarter.
Cash equivalents are carried at cost, which approximates market value.

Inventories

Inventories are stated at the lower of cost (on a weighted average basis)
or market value and include materials, labor, and manufacturing overhead. The
components of inventories are as follows:

<TABLE>
<CAPTION>
1994 1995
------ ------
(IN THOUSANDS)
<S> <C> <C>
Raw materials and supplies............................ $3,202 $3,501
Work in process....................................... 1,460 1,127
Finished goods........................................ 1,003 1,340
------ ------
$5,665 $5,968
====== ======
</TABLE>

F-8
<PAGE> 59

THERMO BIOANALYSIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Property, Plant and Equipment

The costs of additions and improvements are capitalized, while maintenance
and repairs are charged to expense as incurred. The Company provides for
depreciation and amortization using the straight-line method over the estimated
useful lives of the property as follows: buildings and improvements, 15 years;
machinery and equipment, 3 to 5 years; and leasehold improvements, the shorter
of the term of the lease or the life of the asset. Property, plant and equipment
consist of the following:

<TABLE>
<CAPTION>
1994 1995
------ ------
(IN THOUSANDS)
<S> <C> <C>
Land....................................................... $ 285 $ 285
Buildings.................................................. 2,594 2,603
Machinery, equipment and leasehold improvements............ 3,433 3,429
------ ------
6,312 6,317
Less: Accumulated depreciation and amortization............ 4,653 4,663
------ ------
$1,659 $1,654
====== ======
</TABLE>

Cost in Excess of Net Assets of Acquired Companies

The excess of cost over the fair value of net assets of acquired companies
is amortized using the straight-line method over 40 years. Accumulated
amortization was $284,000 and $302,000 at year-end 1994 and 1995, respectively.
The Company assesses the future useful life of this asset whenever events or
changes in circumstances indicate that the current useful life has diminished.
The Company considers the future undiscounted cash flows of the acquired
businesses in assessing the recoverability of this asset.

Foreign Currency

All assets and liabilities of the Company's foreign subsidiary are
translated at year-end exchange rates, and revenues and expenses are translated
at average exchange rates for the year in accordance with SFAS No. 52, "Foreign
Currency Translation." Resulting translation adjustments are reflected as a
separate component of shareholders' investment titled "Cumulative translation
adjustment." Foreign currency transaction gains and losses are included in the
accompanying statement of operations and are not material for the three years
presented.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Interim Financial Statements

The financial statements as of September 28, 1996 and for the nine-month
periods ended September 30, 1995 and September 28, 1996, are unaudited but, in
the opinion of management, reflect all adjustments of a normal recurring nature
necessary for a fair presentation of results for these interim periods. The
results of operations for the nine-month period ended September 28, 1996 are not
necessarily indicative of the results to be expected for the entire year.

F-9
<PAGE> 60

THERMO BIOANALYSIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. STOCK-BASED COMPENSATION PLANS

In February 1995, the Company adopted a stock-based compensation plan for
its key employees, directors, and others, which permits the grant of a variety
of stock and stock-based awards as determined by the human resources committee
of the Company's Board of Directors (the "Board Committee"), including
restricted stock, stock options, stock bonus shares or performance-based shares.
The option recipients and the terms of options granted under this plan are
determined by the Board Committee. Options granted to date generally vest and
become immediately exercisable on the ninth anniversary of the grant date,
unless the Company's common stock becomes publicly traded prior to such date. In
such an event, options become exercisable 90 days after the Company becomes
subject to the Securities Exchange Act of 1934, but are subject to certain
transfer restrictions and the right of the Company to repurchase shares issued
upon exercise of the options at the exercise price, upon certain events. The
restrictions and repurchase rights generally are deemed to have lapsed ratably
over periods ranging from five to ten years after the first anniversary of the
grant date, depending on the term of the option, which generally ranges from ten
to twelve years. Nonqualified stock options may be granted at any price
determined by the Board Committee, although incentive stock options must be
granted at not less than the fair market value of the Company's stock on the
date of grant. As of December 30, 1995, no options had been granted under this
plan. The Company also has a directors' stock option plan, adopted in November
1995, that provides for the grant of stock options to outside directors pursuant
to a formula approved by the Company's shareholders. Options granted under this
plan have the same general terms as options granted to date under the
stock-based compensation plan described above, except that the option term is
five years and the options vest and become immediately exercisable on the fourth
anniversary of the grant date, unless the Company's common stock becomes
publicly traded prior to such date. In such an event, the transfer restrictions
and repurchase rights described above generally are deemed to have lapsed
ratably over a four-year period. As of December 30, 1995, options to purchase
30,000 shares of the Company's common stock exercisable at $10.00 per share were
outstanding under this plan. As of December 30, 1995, no options have been
exercised and no options are exercisable under this plan. In addition to the
Company's stock-based compensation plans, certain officers and key employees may
also participate in the stock-based compensation plans of Thermo Electron or its
majority-owned subsidiaries.

No accounting recognition is given to options granted at fair market value
until they are exercised. Upon exercise, net proceeds, including tax benefits
realized, are credited to equity.

3. EMPLOYEE BENEFIT PLANS

Employee Stock Purchase Plan

Substantially all of the Company's full-time U.S. employees are eligible to
participate in an employee stock purchase plan sponsored by Thermo Instrument.
Prior to the November 1995 plan year, shares of Thermo Instrument's and Thermo
Electron's common stock could be purchased at the end of a 12-month plan year at
85% of the fair market value at the beginning of the plan year, and the shares
purchased were subject to a one-year resale restriction. Effective November 1,
1995, the applicable shares of common stock may be purchased at 95% of the fair
market value at the beginning of the plan year, and the shares purchased are
subject to a six-month resale restriction. Shares are purchased through payroll
deductions of up to 10% of each participating employee's gross wages.

401(k) Savings Plan and Employee Stock Ownership Plan

Substantially all of the Company's full-time U.S. employees are eligible to
participate in Thermo Electron's 401(k) savings plan and, prior to 1995, in
Thermo Electron's employee stock ownership plan ("ESOP"). Contributions to the
401(k) savings plan are made by both the employee and the Company. Company
contributions are based upon the level of employee contributions. For these
plans, the Company contributed and charged to expense $149,000, $169,000 and
$128,000 in 1993, 1994 and 1995, respectively.

F-10
<PAGE> 61

THERMO BIOANALYSIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Effective December 31, 1994, the ESOP was split into two plans: ESOP I, covering
employees of Thermo Electron's corporate office and its wholly owned
subsidiaries and ESOP II, covering employees of certain of Thermo Electron's
majority-owned subsidiaries, including the Company. Effective December 31, 1994,
the ESOP II plan was terminated and as a result, the Company's employees are no
longer eligible to participate in an ESOP.

4. INCOME TAXES

The components of income before provision for income taxes are as follows:

<TABLE>
<CAPTION>
1993 1994 1995
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Domestic................................................. $4,449 $3,684 $3,828
Foreign.................................................. (136) 171 360
------ ------ ------
$4,313 $3,855 $4,188
====== ====== ======
</TABLE>

The components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>
1993 1994 1995
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Currently payable:
Federal................................................ $1,563 $ 939 $1,331
State.................................................. 381 237 284
Foreign................................................ -- -- 119
------ ------ ------
1,944 1,176 1,734
------ ------ ------
Net deferred (prepaid):
Federal................................................ (139) 231 (50)
State.................................................. (30) 48 (10)
------ ------ ------
(169) 279 (60)
------ ------ ------
$1,775 $1,455 $1,674
====== ====== ======
</TABLE>

The provision for income taxes in the accompanying statement of operations
differs from the provision calculated by applying the statutory federal income
tax rate of 35% to income before provision for income taxes due to the
following:

<TABLE>
<CAPTION>
1993 1994 1995
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Provision for income taxes at statutory rate............. $1,510 $1,349 $1,466
Increases (decreases) resulting from:
State income taxes, net of federal tax................. 228 185 178
Net foreign losses not benefited and tax rate
differential........................................ 48 (60) (7)
Tax benefit of foreign sales corporation............... (22) (34) (6)
Amortization of cost in excess of net assets of
acquired company.................................... 7 6 6
Other, net............................................. 4 9 37
------ ------ ------
$1,775 $1,455 $1,674
====== ====== ======
</TABLE>

F-11
<PAGE> 62

THERMO BIOANALYSIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Prepaid income taxes and deferred income taxes in the accompanying balance
sheet consist of the following:

<TABLE>
<CAPTION>
1994 1995
---- (IN ----
THOUSANDS)
<S> <C> <C>
Prepaid income taxes:
Reserves and other accruals......................................... $309 $355
Inventory basis difference.......................................... 243 256
Allowance for doubtful accounts..................................... 62 62
---- ----
$614 $673
==== ====
Deferred income taxes:
Depreciation........................................................ $229 $228
==== ====
</TABLE>

A provision has not been made for U.S. or additional foreign taxes on
$365,000 of undistributed earnings in foreign subsidiaries that could be subject
to taxation if remitted to the U.S. because the Company currently plans to keep
these amounts permanently reinvested overseas. The Company believes that any
additional U.S. tax liability due upon remittance of such earnings would be
immaterial.

5. OPERATING LEASES

6. RELATED PARTY TRANSACTIONS

Corporate Services Agreement

The Company and Thermo Electron have a corporate services agreement under
which Thermo Electron's corporate staff provides certain administrative
services, including certain legal advice and services, risk management, certain
employee benefit administration, tax advice and preparation of tax returns,
centralized cash management and certain financial and other services, for which
the Company paid Thermo Electron annually an amount equal to 1.25% of the
Company's revenues in 1993 and 1994 and 1.20% of the Company's revenues in 1995.
Beginning in 1996, the Company will pay an annual fee equal to 1.0% of the
Company's revenues. The annual fee is reviewed and adjusted annually by mutual
agreement of the parties. For these services, the Company was charged $306,000,
$314,000 and $270,000 in 1993, 1994 and 1995, respectively. Management believes
that the service fee charged by Thermo Electron is reasonable and that such fees
are representative of the expenses the Company would have incurred on a
stand-alone basis. The corporate services agreement is renewed annually but can
be terminated upon 30 days' prior notice by the Company or upon the Company's
withdrawal from the Thermo Electron Corporate Charter (the Thermo Electron
Corporate Charter defines the relationship among Thermo Electron and its
majority-owned subsidiaries). For additional items such as employee benefit
plans, insurance coverage and other identifiable costs, Thermo Electron charges
the Company based upon costs attributable to the Company.

Other Related Party Transactions

The Company purchases and sells products in the ordinary course of business
with other companies associated with Thermo Electron. Sales of such products to
affiliated companies totalled $197,000, $262,000 and $279,000 in 1993, 1994 and
1995, respectively. Purchases of products from such companies totalled $313,000,
$413,000 and $414,000 in 1993, 1994 and 1995, respectively.

F-12
<PAGE> 63

THERMO BIOANALYSIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A majority-owned subsidiary of Thermo Electron acts as a commission-based
sales agent for certain of the Company's products. The Company paid $1,003,000,
$1,288,000 and $1,263,000 under this arrangement in 1993, 1994 and 1995,
respectively.

In addition, a majority-owned subsidiary of Thermo Electron assembles
certain of the Company's products. For these services, the Company paid
$652,000, $566,000 and $600,000 in 1993, 1994 and 1995, respectively.

Repurchase Agreement

The Company invests excess cash in a repurchase agreement with Thermo
Electron as discussed in Note 1.

7. COMMON STOCK

In March 1995, the Company sold 700,000 shares of its common stock in a
private placement for net proceeds of $6,530,000. In April 1995, the Company
sold 901,500 shares of its common stock in a private placement for net proceeds
of $8,388,000.

At December 30, 1995, the Company had reserved 925,000 unissued shares of
its common stock for possible issuance under stock-based compensation plans.

8. GEOGRAPHICAL INFORMATION AND SIGNIFICANT CUSTOMER

The Company is engaged in one business segment: developing, manufacturing,
and selling instrumentation for the health physics, biopharmaceutical, and
analytical biochemistry instrumentation markets. The following table shows data
for the Company by geographical area.

<TABLE>
<CAPTION>
1993 1994 1995
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Revenues:
United States........................................... $20,971 $19,891 $17,741
England................................................. 3,508 5,236 4,793
------- ------- -------
$24,479 $25,127 $22,534
======= ======= =======
Income before provision for income taxes:
United States (a)....................................... $ 4,449 $ 3,684 $ 3,009
England................................................. (136) 171 360
------- ------- -------
Total operating income.................................. 4,313 3,855 3,369
Interest income......................................... -- -- 819
------- ------- -------
$ 4,313 $ 3,855 $ 4,188
======= ======= =======
Identifiable assets:
United States........................................... $11,776 $11,134 $29,022
England................................................. 1,912 3,215 3,885
------- ------- -------
$13,688 $14,349 $32,907
======= ======= =======
Export revenues included in United States revenues above
(b)..................................................... $ 3,609 $ 3,217 $ 2,741
======= ======= =======
</TABLE>

- ---------------
(a) Includes corporate general and administrative expenses.

(b) In general, export sales are denominated in U.S. dollars.

F-13
<PAGE> 64

THERMO BIOANALYSIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Sales to U.S. government agencies accounted for 47%, 32%, and 24% of the
Company's total revenues in 1993, 1994 and 1995, respectively.

9. SUBSEQUENT EVENTS

Stock-based Compensation Plans

In January 1996, the Board Committee granted options to purchase 396,000
shares of the Company's common stock at $10.00 per share, which was the fair
market value on the date of grant. In June 1996, the Board Committee granted
options to purchase 144,000 shares of the Company's common stock at $12.00 per
share, which was the fair market value on the date of grant. In September 1996,
the Board Committee granted options to purchase 161,700 shares of the Company's
common stock at $13.63 per share, which was the fair market value on the date of
grant.

Acquisitions

In February 1996, the Company acquired substantially all of the assets,
subject to certain liabilities, of the DYNEX Technologies ("DYNEX") division of
Dynatech Corporation for $43,191,000, subject to a post-closing adjustment.
DYNEX designs, manufactures and markets products used in the immunoassay segment
of the bioinstrumentation market. This acquisition has been accounted for using
the purchase method of accounting, and DYNEX's results of operations have been
included in the accompanying financial statements from the date of acquisition.
The aggregate cost of DYNEX exceeded the estimated fair value of the acquired
net assets by $32,959,000 which is being amortized over 40 years.

In March 1996, Thermo Instrument acquired a substantial portion of the
businesses comprising the Scientific Instruments Division of Fisons plc
("Fisons"), a wholly owned subsidiary of Rhone-Poulenc Rorer Inc. In July 1996,
the Company acquired the Affinity Sensors and LabSystems divisions of Fisons
from Thermo Instrument for $9,000,000 in cash, subject to a post-closing
adjustment. Affinity Sensors supplies biosensors used in life sciences research
by the pharmaceutical and biotechnology industries, universities and medical
research institutes. LabSystems designs, implements and supports laboratory
information management systems and chromatography systems used in research and
development, quality assurance and control, and process plants. Because, as of
September 28, 1996, the Company, Affinity Sensors and LabSystems were deemed for
accounting purposes to be under control of their common owner, Thermo
Instrument, the accompanying financial statements as of and for the nine months
ended September 28, 1996 include the results of operations of Affinity Sensors
and LabSystems from March 29, 1996, the date these businesses were acquired by
Thermo Instrument, in a manner similar to a pooling-of-interests. During the
nine months ended September 28, 1996, the Company wrote off $3,500,000 of
acquired technology in connection with these acquisitions which represents the
portion of the purchase price allocated to technology in development at the
acquired businesses, based on estimated replacement cost.

To help finance the acquisition of DYNEX, the Company borrowed $30,000,000
from Thermo Electron pursuant to a promissory note due February 1997, and
bearing interest at the Commercial Paper Composite Rate plus 25 basis points,
set at the beginning of each quarter. In conjunction with the acquisition of
Affinity Sensors and LabSystems in July 1996, the Company issued to Thermo
Instrument a $50,000,000 principal amount 4.875% subordinated convertible note,
due 2001, convertible into shares of the Company's common stock at $16.50 per
share. The Company used part of the proceeds of the subordinated convertible
note to retire the $30,000,000 promissory note.

Pro forma information for the Company, DYNEX and Affinity Sensors and
LabSystems is available elsewhere in this Prospectus.

F-14
<PAGE> 65

THERMO BIOANALYSIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONCLUDED)

Initial Public Offering

In September 1996, the Company sold 1,500,000 shares of its common stock in
an initial public offering at $14.00 per share for net proceeds of approximately
$18,557,000. In October 1996, the underwriters of the Company's initial public
offering exercised their over-allotment option to purchase an additional 170,000
shares of its common stock for net proceeds of approximately $2,159,000.
Following the initial public offering and the exercise of the over-allotment
option, Thermo Instrument owned 67% of the Company's outstanding common stock.

F-15
<PAGE> 66

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the DYNEX Technologies Division of Dynatech Corporation:

We have audited the accompanying consolidated balance sheet of the DYNEX
Technologies Division of Dynatech Corporation as of March 31, 1995 and February
7, 1996, and the related consolidated statements of operations, cash flows, and
shareholder's investment for each of the two years in the period ended March 31,
1995 and the period from April 1, 1995 through February 7, 1996. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. We did not audit the financial
statements of Dynatech Medical Products Limited, which statements reflect 14
percent and 16 percent of consolidated assets as of March 31, 1995 and February
7, 1996, respectively, and 35 percent, 32 percent and 41 percent of consolidated
cost of revenues for each of the two years in the period ended March 31, 1995
and the period from April 1, 1995 through February 7, 1996, respectively. Those
statements were audited by other auditors whose report has been furnished to us
and our opinion, insofar as it relates to the amounts included for that entity,
is based solely on the report of the other auditors.

In our opinion, based on our audits and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of the DYNEX Technologies Division of
Dynatech Corporation as of March 31, 1995 and February 7, 1996 and the results
of their operations and their cash flows for each of the two years in the period
ended March 31, 1995 and for the period from April 1, 1995 through February 7,
1996, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
July 19, 1996

F-16
<PAGE> 67

REPORT OF THE AUDITORS TO THE MEMBERS OF

DYNATECH MEDICAL PRODUCTS LIMITED

We have audited the accounts.

RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS

The company's directors are responsible for the preparation of the
accounts. It is our responsibility to form an independent opinion, based on our
audit, on those accounts and to report our opinion to you.

BASIS OF OPINION

We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the accounts. It also
includes an assessment of the significant estimates and judgements made by the
directors in the preparation of the accounts, and of whether the accounting
policies are appropriate to the company's circumstances, consistently applied
and adequately disclosed.

We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the accounts are free from
material misstatement, whether caused by fraud or other irregularity or error.
In forming our opinion, we also evaluated the overall adequacy of the
presentation of information in the accounts.

OPINION

In our opinion the accounts give a true and fair view of the state of the
company's affairs as at March 31, 1995 and at February 7, 1996 and of its income
and cash flows for the years ended March 31, 1994 and 1995 and the period from
April 1, 1995 through February 7, 1996 and have been properly prepared in
accordance with the Companies (Guernsey) Law, 1994.

Coopers & Lybrand
Chartered Accountants
Guernsey, Channel Islands
July 19, 1996

F-17
<PAGE> 68

DYNEX TECHNOLOGIES DIVISION OF DYNATECH CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED APRIL 1, 1995
MARCH 31, THROUGH
--------------------- FEBRUARY 7,
1994 1995 1996
------- ------- -------------
<S> <C> <C> <C>
Revenues (Note 6)........................................ $30,130 $37,328 $28,503
------- ------- -------
Costs and Operating Expenses:
Cost of revenues....................................... 15,476 20,297 15,783
Selling, general and administrative expenses (includes
$2,515, $2,182 and $2,152 to Dynatech Corporation)
(Note 5)............................................ 12,203 12,636 11,402
Research and development expenses...................... 2,483 2,467 2,297
------- ------- -------
30,162 35,400 29,482
------- ------- -------
Operating Income (Loss).................................. (32) 1,928 (979)
Interest Income.......................................... 154 156 146
Interest Expense (includes $1,353, $1,050 and $1,427 to
Dynatech Corporation) (Note 5)......................... (1,662) (1,312) (1,610)
------- ------- -------
Income (Loss) Before Provision for Income Taxes.......... (1,540) 772 (2,443)
Provision for Income Taxes (Note 3)...................... 228 436 320
------- ------- -------
Net Income (Loss)........................................ $(1,768) $ 336 $(2,763)
======= ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-18
<PAGE> 69

DYNEX TECHNOLOGIES DIVISION OF DYNATECH CORPORATION

CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)

<TABLE>
<CAPTION>
MARCH 31, FEBRUARY 7,
1995 1996
--------- -----------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents........................................... $ 5,269 $ 1,232
Accounts receivable, less allowances of $293 and $174............... 5,435 4,923
Inventories......................................................... 5,861 6,737
Prepaid expenses.................................................... 585 866
Prepaid income taxes (Note 3)....................................... 130 170
------- -------
17,280 13,928
------- -------
Property and Equipment, at Cost, Net.................................. 2,080 2,138
------- -------
$19,360 $16,066
======= =======

LIABILITIES AND SHAREHOLDER'S INVESTMENT
Current Liabilities:
Short-term debt..................................................... $ 3,732 $ --
Accounts payable.................................................... 1,670 1,094
Accrued payroll and employee benefits............................... 1,681 825
Accrued installation and warranty expenses.......................... 270 270
Customer deposits................................................... 479 483
Accrued income taxes................................................ 436 320
Deferred revenue.................................................... 106 189
Accrued sales commissions........................................... 427 264
Other accrued expenses.............................................. 781 564
------- -------
9,582 4,009
------- -------
Deferred Income Taxes (Note 3)........................................ 130 170
------- -------
Commitments (Note 4)
Shareholder's Investment:
Net parent company investment....................................... 9,292 12,056
Cumulative translation adjustment................................... 356 (169)
------- -------
9,648 11,887
------- -------
$19,360 $16,066
======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-19
<PAGE> 70

DYNEX TECHNOLOGIES DIVISION OF DYNATECH CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED APRIL 1, 1995
MARCH 31, THROUGH
------------------- FEBRUARY 7,
1994 1995 1996
------- ------- -------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss)........................................ $(1,768) $ 336 $(2,763)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization....................... 1,255 1,103 874
Provision for losses on accounts receivable......... 36 74 41
Changes in current accounts:
Accounts receivable.............................. 1,462 (634) 333
Inventories...................................... 320 (887) (1,152)
Other current assets............................. 75 75 (301)
Accounts payable................................. (980) 693 (531)
Other current liabilities........................ 1,115 (721) (1,184)
------- ------- -------
Net cash provided by (used in) operating
activities..................................... 1,515 39 (4,683)
------- ------- -------
INVESTING ACTIVITIES:
Purchases of property and equipment...................... (892) (1,127) (975)
------- ------- -------
FINANCING ACTIVITIES:
Net transfer from Dynatech Corporation................... 895 1,746 5,527
Dividends paid to Dynatech Corporation................... (600) (400) --
Increase (decrease) in short-term debt................... 685 156 (3,652)
------- ------- -------
Net cash provided by financing activities........ 980 1,502 1,875
------- ------- -------
Exchange Rate Effect on Cash............................... 716 (489) (254)
------- ------- -------
Increase (Decrease) in Cash and Cash Equivalents........... 2,319 (75) (4,037)
Cash and Cash Equivalents at Beginning of Period........... 3,025 5,344 5,269
------- ------- -------
Cash and Cash Equivalents at End of Period................. $ 5,344 $ 5,269 $ 1,232
======= ======= =======
CASH PAID FOR:
Interest................................................. $ 311 $ 260 $ 193
======= ======= =======
Income taxes............................................. $ 315 $ 305 $ 78
======= ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-20
<PAGE> 71

DYNEX TECHNOLOGIES DIVISION OF DYNATECH CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDER'S INVESTMENT
(IN THOUSANDS)

<TABLE>
<CAPTION>
NET PARENT CUMULATIVE
COMPANY TRANSLATION
INVESTMENT ADJUSTMENT
---------- -----------
<S> <C> <C>
BALANCE MARCH 31, 1993............................................... $ 9,083 $ 41
Net loss............................................................. (1,768) --
Net transfer from Dynatech Corporation............................... 895 --
Dividends paid to Dynatech Corporation............................... (600) --
Translation adjustment............................................... -- 759
------- -----
BALANCE MARCH 31, 1994............................................... 7,610 800
Net income........................................................... 336 --
Net transfer from Dynatech Corporation............................... 1,746 --
Dividends paid to Dynatech Corporation............................... (400) --
Translation adjustment............................................... -- (444)
------- -----
BALANCE MARCH 31, 1995............................................... 9,292 356
Net loss............................................................. (2,763) --
Net transfer from Dynatech Corporation............................... 5,527 --
Translation adjustment............................................... -- (525)
------- -----
BALANCE FEBRUARY 7, 1996............................................. $12,056 $(169)
======= =====
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-21
<PAGE> 72

DYNEX TECHNOLOGIES DIVISION OF DYNATECH CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

DYNEX Technologies (the "Company") designs, manufactures and markets
products used in the immunoassay segment of the bioinstrumentation market. The
Company is a division of Dynatech Corporation ("Dynatech"), and was formerly
known as Dynatech Laboratories.

Principles of Consolidation

The accompanying financial statements include the accounts of the Company
and its wholly owned subsidiaries. All material intercompany accounts and
transactions have been eliminated.

Revenue Recognition

The Company recognizes revenues upon shipment of its products. The Company
provides a reserve for its estimate of warranty and installation costs at the
time of shipment. Deferred revenue in the accompanying balance sheet consists of
unearned revenue on service contracts which is recognized as revenue over the
life of the service contract. Substantially all of the deferred revenue included
in the accompanying balance sheet as of February 7, 1996, will be recognized
within one year.

Income Taxes

Inventories

Inventories are stated at the lower of cost (on a first-in, first-out
basis) or market value and include materials, labor, and manufacturing overhead.
The components of inventories are as follows:

<TABLE>
<CAPTION>
MARCH 31, FEBRUARY 7,
1995 1996
--------- -----------
(IN THOUSANDS)
<S> <C> <C>
Raw materials and supplies.................. $ 2,191 $2,054
Work in process............................. 559 581
Finished goods.............................. 3,111 4,102
------- ------
$ 5,861 $6,737
======= ======
</TABLE>

F-22
<PAGE> 73

DYNEX TECHNOLOGIES DIVISION OF DYNATECH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Property and Equipment

The costs of additions and improvements are capitalized, while maintenance
and repairs are charged to expense as incurred. The Company provides for
depreciation and amortization using the straight-line method over the estimated
useful lives of the property as follows: machinery and equipment, 3 to 10 years;
and leasehold improvements, the shorter of the term of the lease or the life of
the asset. Property and equipment consist of the following:

<TABLE>
<CAPTION>
MARCH 31, FEBRUARY 7,
1995 1996
--------- -----------
(IN THOUSANDS)
<S> <C> <C>
Machinery, equipment and leasehold improvements................. $6,782 $6,807
Less: Accumulated depreciation and amortization................. 4,702 4,669
------ ------
$2,080 $2,138
====== ======
</TABLE>

Foreign Currency

All assets and liabilities of the Company's foreign subsidiaries are
translated at year-end exchange rates, and revenues and expenses are translated
at average exchange rates for the year, in accordance with SFAS No. 52, "Foreign
Currency Translation." Resulting translation adjustments are reflected as a
separate component of shareholder's investment titled "Cumulative translation
adjustment." Foreign currency transaction gains and losses are included in the
accompanying statement of operations and are not material for all periods
presented.

Use of Estimates

2. 401(K) SAVINGS PLAN

Substantially all of the Company's full-time U.S. employees are eligible to
participate in Dynatech's 401(k) savings plan. Contributions to the 401(k)
savings plan are made by both the employee and the Company. Company
contributions are based upon the level of employee contributions. In addition,
the Company may provide a discretionary contribution which is allocated based on
each employee's salary and length of service. Contributions charged to expense
were $66,000, $113,000, and $103,000 for the years ended March 31, 1994 and 1995
and for the period from April 1, 1995 through February 7, 1996, respectively.

3. INCOME TAXES

The components of income (loss) before provision for income taxes are as
follows:

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED APRIL 1, 1995
MARCH 31, THROUGH
----------------- FEBRUARY 7,
1994 1995 1996
------- ----- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Domestic................................................... $(1,094) $(163) $(1,926)
Foreign.................................................... (446) 935 (517)
------- ----- -------
$(1,540) $ 772 $(2,443)
======= ===== =======
</TABLE>

F-23
<PAGE> 74

DYNEX TECHNOLOGIES DIVISION OF DYNATECH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED APRIL 1, 1995
MARCH 31, THROUGH
------------- FEBRUARY 7,
1994 1995 1996
---- ---- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Currently payable
Foreign..................................................... $228 $436 $320
==== ==== ====
</TABLE>

The provision for income taxes in the accompanying statement of operations
differs from the provision calculated by applying the statutory federal income
tax rate of 35% to income (loss) before provision for income taxes due to the
following:

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED APRIL 1, 1995
MARCH 31, THROUGH
--------------- FEBRUARY 7,
1994 1995 1996
----- ----- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Provision (benefit) for income taxes at statutory rate..... $(539) $ 270 $ (855)
Increases (decreases) resulting from:
Net foreign losses not benefited and tax rate
differential.......................................... 384 109 501
Net operating loss not benefited......................... 613 366 1,014
Other, net............................................... (230) (309) (340)
----- ----- ------
$ 228 $ 436 $ 320
===== ===== ======
</TABLE>

Prepaid income taxes and deferred income taxes in the accompanying balance
sheet consist of the following:

<TABLE>
<CAPTION>
MARCH 31, FEBRUARY 7,
1995 1996
--------- -------------
(IN THOUSANDS)
<S> <C> <C>
Prepaid income taxes:
Reserves and accruals.......................................... $ 146 $ 192
Inventory basis difference..................................... 4 5
Net operating loss carryforwards............................... 5,003 5,397
------ ------
5,153 5,594
Less: Valuation allowance...................................... 5,023 5,424
------ ------
$ 130 $ 170
====== ======
Deferred income taxes:
Depreciation................................................... $ 127 $ 167
Other.......................................................... 3 3
------ ------
$ 130 $ 170
====== ======
</TABLE>

The valuation allowance relates to uncertainty concerning the realization
of $13,875,000 of federal net operating loss carryforwards, the realization of
which is limited to the future income of the Company's U.S. subsidiary. The loss
carryforwards will expire in the years 2004 through 2011. Any tax benefit
resulting from use of the loss carryforwards will be recorded as a reduction to
the provision for income taxes.

F-24
<PAGE> 75

DYNEX TECHNOLOGIES DIVISION OF DYNATECH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A provision has not been made for U.S. or additional foreign taxes on
$2,164,000 of undistributed earnings in foreign subsidiaries that could be
subject to taxation if remitted to the U.S. because the Company currently plans
to keep these amounts permanently reinvested overseas.

4. COMMITMENTS

The Company leases portions of its office and operating facilities under
various operating lease arrangements. The accompanying statement of operations
includes expenses from operating leases of $977,000, $948,000 and $688,000 for
the years ended March 31, 1994 and 1995 and for the period from April 1, 1995
through February 7, 1996, respectively. Future minimum payments due under
noncancelable operating leases are $736,000 in the remainder of calendar 1996;
$600,000 in 1997; $371,000 in 1998; $376,000 in 1999; $383,000 in 2000; and
$29,000 in 2001 and thereafter. Total future minimum lease payments are
$2,495,000.

5. RELATED PARTY TRANSACTIONS

Corporate Services Agreement

The Company and Dynatech have corporate services agreements under which
Dynatech provides certain administrative services, including risk management,
administration for certain employee benefits, tax advice and preparation of tax
returns, centralized cash management and certain other services. For these
services, the Company paid fees of approximately 1.2% of budgeted revenue and
2.6% of actual expenses incurred. In addition, Dynatech charged the Company an
interest allocation. The corporate service fees and the interest allocation
totaled $2,515,000, $2,182,000, and $2,152,000 for the years ended March 31,
1994 and 1995 and for the period from April 1, 1995 through February 7, 1996,
respectively. Management believes that the corporate service fee and interest
allocation are reasonable and representative of the expenses the Company would
have incurred on a stand-alone basis.

6. GEOGRAPHICAL INFORMATION

The Company is engaged in one business segment: developing, manufacturing,
and marketing products used in the immunoassay segment of the bioinstrumentation
market. The following table shows data for the Company by geographical area.

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED APRIL 1, 1995
MARCH 31, THROUGH
-------------------- FEBRUARY 7,
1994 1995 1996
------- -------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Revenues:
United States........................................ $15,541 $ 18,428 $13,250
Germany.............................................. 7,212 9,962 7,169
Guernsey Channel Islands............................. 6,591 8,163 7,547
United Kingdom....................................... 3,519 3,833 2,689
France............................................... 1,907 3,064 3,617
Other................................................ 3,827 4,907 3,806
Transfers among geographical areas (a)............... (8,467) (11,029) (9,575)
------- -------- -------
$30,130 $ 37,328 $28,503
======= ======== =======
</TABLE>

F-25
<PAGE> 76

DYNEX TECHNOLOGIES DIVISION OF DYNATECH CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONCLUDED)

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED APRIL 1, 1995
MARCH 31, THROUGH
------------------- FEBRUARY 7,
1994 1995 1996
------- ------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Income (loss) before provision for income taxes:
United States................................ $ (335) $ 395 $(1,257)
Germany...................................... (220) 439 286
Guernsey, Channel Islands.................... (253) 145 (573)
United Kingdom............................... 180 336 98
France....................................... (247) 125 313
Other........................................ 843 488 154
------- ------- -------
Total operating income (loss)................ (32) 1,928 (979)
Interest expense, net........................ (1,508) (1,156) (1,464)
------- ------- -------
$(1,540) $ 772 $(2,443)
======= ======= =======
Identifiable assets:
United States................................ $ 5,212 $ 5,800 $ 2,619
Germany...................................... 3,743 3,537 3,456
Guernsey, Channel Islands.................... 1,792 2,601 2,759
United Kingdom............................... 3,414 4,441 4,060
France....................................... 1,304 1,509 1,647
Other........................................ 1,506 1,472 1,525
------- ------- -------
$16,971 $19,360 $16,066
======= ======= =======
Export revenues included in United States
revenues above (b):
Europe....................................... $ 1,612 $ 2,519 $ 1,544
Other........................................ 1,148 1,243 878
------- ------- -------
$ 2,760 $ 3,762 $ 2,422
======= ======= =======
</TABLE>

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

(a) Transfers among geographical areas are accounted for at prices that are
representative of transactions with unaffiliated parties.

(b) In general, export sales are denominated in U.S. dollars.

7. SUBSEQUENT EVENT

On February 7, 1996, the Company was sold to Thermo BioAnalysis
Corporation.

F-26
<PAGE> 77

AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF THERMO BIOANALYSIS CORPORATION

We have audited the combined financial statements on pages F-27 to F-37
which have been prepared under the historical cost convention and the accounting
policies set out on pages F-30 to F-31.

RESPECTIVE RESPONSIBILITIES OF MANAGEMENT AND AUDITORS

The managements of Affinity Sensors and LabSystems are responsible for
preparing financial statements for the division for which they are responsible,
which give a true and fair view of the state of affairs of the division at
December 31, 1994 and 1995, and of the results of the division for the years
ended December 31, 1993, 1994 and 1995. In preparing those financial statements,
each division's management is required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the financial
statements; and
- prepare the financial statements on the going concern basis unless it its
inappropriate to presume that the division will continue in business.

Each division's management is responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the financial
position of the division. Each division's management is also responsible for
safeguarding the assets of the division and hence for taking reasonable steps
for the prevention of fraud and other irregularities.

The responsibility for the preparation of the combined financial statements
rests with the directors of Thermo BioAnalysis Corporation.

It is our responsibility to form an independent opinion, based on our
audit, on the combined financial statements and to report our opinion to you.

BASIS OF OPINION

We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board which are substantially in accordance with generally
accepted auditing standards in the United States. An audit includes examination,
on a test basis, of evidence relevant to the amounts and disclosures in the
financial statements. It also includes an assessment of the significant
estimates and judgements made by management in the preparation of the financial
statements, and of whether the accounting policies are appropriate to the
circumstances of each division, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.

OPINION

In our opinion the financial statements give a true and fair view of the
combined state of affairs of the divisions at December 31, 1994 and 1995 and of
their losses and cash flows for the years ended December 31, 1993, 1994 and
1995, in accordance with generally accepted accounting principles in the United
Kingdom.

Accounting practices used by the divisions and Thermo BioAnalysis
Corporation in preparing the accompanying combined financial statements conform
with generally accepted accounting principles in the United Kingdom. Had the
accompanying financial statements been prepared in accordance with United States
generally accepted accounting principles, the information included in them would
not be materially different. Accordingly, no reconciliation of net income and
owner's equity to United States generally accepted accounting principles has
been included in the combined financial statements.

ARTHUR ANDERSEN

Cambridge, England
July 22, 1996

F-27
<PAGE> 78

AFFINITY SENSORS AND LABSYSTEMS DIVISIONS OF FISONS PLC

COMBINED PROFIT AND LOSS ACCOUNTS

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED DECEMBER 31, THREE MONTHS JANUARY 1, 1996
---------------------------- ENDED THROUGH
1993 1994 1995 MARCH 31, 1995 MARCH 29, 1996
[POUND]000 [POUND]000 [POUND]000 [POUND]0000 [POUND]0000
---------- ---------- ---------- -------------- ---------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Turnover (Note 2).................. 15,980 14,959 14,361 2,678 2,862
Cost of sales...................... (4,210) (4,220) (3,526) (1,000) (1,349)
------ ------ ------ ------ ------
Gross profit....................... 11,770 10,739 10,835 1,678 1,513
Distribution costs................. (2,803) (3,075) (2,539) (636) (862)
Administrative expenses............ (9,206) (8,246) (7,893) (1,675) (1,802)
------ ------ ------ ------ ------
Profit (loss) on ordinary
activities before taxation (Note
3)............................... (239) (582) 403 (633) (1,151)
Tax on profit (loss) on ordinary
activities (Note 5).............. (292) (104) (406) -- --
------ ------ ------ ------ ------
Loss for the financial year after
taxation transferred to reserves
(Note 11)........................ (531) (686) (3) (633) (1,151)
====== ====== ====== ====== ======
</TABLE>

Movements in reserves are shown in Note 11.

All amounts relate to continuing operations.

The loss for each financial year is the only material recognised gain or loss
for each year, and accordingly a statement of total recognised gains and losses
is not presented in these financial statements.

The accompanying notes are an integral part of these profit and loss accounts.

F-28
<PAGE> 79

AFFINITY SENSORS AND LABSYSTEMS DIVISIONS OF FISONS PLC

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1994 1995
[POUND]0000 [POUND]0000
----------- -----------
<S> <C> <C>
FIXED ASSETS
Tangible assets (Note 6).................................................... 1,885 1,592
------ ------
CURRENT ASSETS
Stocks (Note 7)............................................................. 1,197 1,026
Debtors (Note 8)............................................................ 5,781 5,507
Cash at bank and in hand.................................................... 10,526 13,039
------ ------
17,504 19,572
Creditors: Amounts falling due within one year (Note 9)..................... (4,802) (5,033)
------ ------
Net current assets.......................................................... 12,702 14,539
------ ------
Total assets less current liabilities....................................... 14,587 16,131
Provisions for liabilities and charges (Note 10)............................ (647) (949)
------ ------
13,940 15,182
====== ======
OWNER'S EQUITY
Net parent company investment (Note 11)..................................... 13,913 15,152
Cumulative translation adjustment (Note 11)................................. 27 30
------ ------
13,940 15,182
====== ======
</TABLE>

These accounts were approved on July 22, 1996.

The accompanying notes are an integral part of these balance sheets.

F-29
<PAGE> 80

AFFINITY SENSORS AND LABSYSTEMS DIVISIONS OF FISONS PLC

COMBINED CASH FLOW STATEMENTS

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED DECEMBER 31, THREE MONTHS JANUARY 1,
-------------------------------- ENDED 1996 THROUGH
1993 1994 1995 MARCH 31, 1995 MARCH 29, 1996
[POUND]000 [POUND]000 [POUND]000 [POUND]000 [POUND]000
---------- ---------- ---------- -------------- --------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
NET CASH INFLOW FROM OPERATING ACTIVITIES
(Note 12)................................ 1,840 1,759 1,263 287 742
TAXATION
Corporation tax paid....................... (292) (104) (406) -- --
------ ----- ----- ------- -------
Tax paid................................... (292) (104) (406) -- --
------ ----- ----- ------- -------
INVESTING ACTIVITIES
Payments to acquire tangible fixed
assets................................... (1,145) (939) (795) -- (142)
Receipts from sales of tangible fixed
assets................................... -- 20 35 35 --
------ ----- ----- ------- -------
Net cash inflow (outflow) from investing
activities............................... (1,145) (919) (760) 35 (142)
------ ----- ----- ------- -------
Net cash inflow before financing........... 403 736 97 322 600
------ ----- ----- ------- -------
FINANCING
Capital injection (withdrawal) (Note 11)... 2,503 1,031 1,242 (10,848) (13,609)
------ ----- ----- ------- -------
Net cash inflow (outflow) from financing... 2,503 1,031 1,242 (10,848) (13,609)
------ ----- ----- ------- -------
Increase (decrease) in cash and cash
equivalents (Note 13).................... 2,906 1,767 1,339 (10,526) (13,009)
====== ===== ===== ======= =======
</TABLE>

The accompanying notes are an integral part of these cash flow statements.

F-30
<PAGE> 81

AFFINITY SENSORS AND LABSYSTEMS DIVISIONS OF FISONS PLC

NOTES TO COMBINED FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

A summary of the principal accounting policies, all of which have been
applied consistently throughout the three years ending December 31, 1993, 1994
and 1995, is set out below.

(a) Basis of preparation

The combined financial statements have been prepared as an aggregation of
the financial statements of the Affinity Sensors and LabSystems divisions of
Fisons plc, and their respective sales offices based in the United States.

In preparing this aggregation, the directors of Thermo BioAnalysis
Corporation have eliminated transactions and balances between LabSystems and its
sales office and Affinity Sensors and its sales office. Unrealised profit on
stocks and demonstration models held as tangible fixed assets have also been
eliminated. LabSystems and Affinity Sensors do not trade with each other.

(b) Basis of accounting

The financial statements are prepared under the historical cost convention
and have been prepared in accordance with applicable United Kingdom accounting
standards.

Fixed assets are shown at cost less depreciation. Depreciation is provided
at rates calculated to write-off the cost, less estimated residual value, of
each asset on a straight-line basis over its expected useful life, as follows:

Plant and equipment, fixtures and fittings 4 years - 10 years
Leasehold improvements Over the period of the lease

(d) Stocks

Stocks and work-in-progress are stated at the lower of cost or net
realisable value.

Cost, which is calculated on the FIFO basis, comprises material and, where
appropriate, labour and factory overheads.

(e) Taxation

Corporation tax payable is provided on taxable profits at the current rate.

Corporation tax payable is settled via the capital account with Fisons plc
in the United Kingdom, and Fisons Instruments North America Inc. in the United
States. Hence no corporation tax creditors appear in these financial statements.

Deferred taxation is provided using the liability method on all timing
differences only to the extent that they are expected to reverse in the future
without being replaced.

Deferred tax assets resulting from tax losses carried forward are not
recognised in the financial statements except to the extent that they are
anticipated to be recoverable without being replaced by equivalent debit
balances.

F-31
<PAGE> 82

AFFINITY SENSORS AND LABSYSTEMS DIVISIONS OF FISONS PLC
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(f) Foreign currency

Transactions denominated in foreign currencies are recorded using the rate
of exchange ruling at the date of the transaction or, if hedged, at the forward
contract rate.

Monetary assets and liabilities denominated in foreign currencies at the
balance sheet date are reported at the exchange rates prevailing at that date
or, if appropriate, at the forward contract rate. Any gain or loss arising from
a change in exchange rates subsequent to the date of transaction is included as
an exchange gain or loss in the profit and loss account.

The results of the sales offices in the United States are translated at the
average rate of exchange during each year and their balance sheets at the rate
ruling at each balance sheet date.

Exchange differences arising on translation of the opening net assets and
results of overseas operations are dealt with through reserves.

(g) Turnover

Turnover represents the invoiced value of goods and services sold during
the year, less trade discounts and allowances, stated net of value added tax.

(h) Research and development costs

Research and development expenditure is charged to the profit and loss
account as incurred.

(i) Leases

The company enters into operating leases as described in Note 15.

Operating leases are charged on a straight-line basis over the lease term.

(j) Pension costs

The amount charged to the profit and loss account in respect of pension
costs for defined benefit schemes is the estimated regular cost of providing the
benefits accrued in the year, adjusted to reflect variations from that cost. The
regular cost is calculated so that it represents a substantially level
percentage of current and future payroll. Variations from regular cost are
charged or credited to the profit and loss account over the estimated average
remaining working life of scheme members.

The schemes are externally funded, with the assets held separately from
those of the group in trustee administered funds. Differences between amounts
charged to the profit and loss account and amounts contributed to the schemes
are shown as either provisions or prepayments in the balance sheet.

F-32
<PAGE> 83

AFFINITY SENSORS AND LABSYSTEMS DIVISIONS OF FISONS PLC
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

2. TURNOVER

The analysis of turnover by geographical area is as follows:

<TABLE>
<CAPTION>
1993 1994 1995
[POUND]000 [POUND]000 [POUND]000
---------- ---------- ----------
<S> <C> <C> <C>
United Kingdom............................................ 3,113 3,226 3,310
United States............................................. 9,158 8,582 6,911
Rest of world............................................. 3,709 3,151 4,140
------ ------ ------
15,980 14,959 14,361
====== ====== ======
</TABLE>

The analysis of turnover and profit (loss) on ordinary activities before
taxation by activity is as follows:

<TABLE>
<CAPTION>
1993 1994 1995
[POUND]000 [POUND]000 [POUND]000
---------- ---------- ----------
<S> <C> <C> <C>
Turnover
LabSystems................................................ 15,620 13,878 12,851
Affinity Sensors.......................................... 360 1,081 1,510
------ ------ ------
15,980 14,959 14,361
====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
1993 1994 1995
[POUND]000 [POUND]000 [POUND]000
---------- ---------- ----------
<S> <C> <C> <C>
Profit (loss) on ordinary activities before taxation
LabSystems................................................ 1,903 927 1,975
Affinity Sensors.......................................... (2,142) (1,509) (1,572)
------ ------ ------
(239) (582) 403
====== ====== ======
</TABLE>

3. PROFIT (LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION

Profit (loss) on ordinary activities is stated after charging:

<TABLE>
<CAPTION>
1993 1994 1995
[POUND]000 [POUND]000 [POUND]000
---------- ---------- ----------
<S> <C> <C> <C>
Exceptional items included within administrative expenses
-- redundancy and restructuring costs................... -- -- 507
-- tangible fixed assets written off.................... 273 -- --
Depreciation
-- owned tangible fixed assets.......................... 604 893 781
Hire of plant and machinery under operating leases........ 17 59 154
Operating lease rentals -- land and buildings............. 156 142 266
Staff costs............................................... 4,588 5,018 4,638
Research and development.................................. 2,117 2,788 3,010
</TABLE>

4. STAFF COSTS

Particulars of employees are shown below.

<TABLE>
<CAPTION>
1993 1994 1995
[POUND]000 [POUND]000 [POUND]000
---------- ---------- ----------
<S> <C> <C> <C>
Wages and salaries........................................ 4,186 4,585 4,212
Social security costs..................................... 357 392 334
Other pension costs....................................... 45 41 92
----- ----- -----
4,588 5,018 4,638
===== ===== =====
</TABLE>

F-33
<PAGE> 84

AFFINITY SENSORS AND LABSYSTEMS DIVISIONS OF FISONS PLC
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The average weekly number of persons employed by the divisions was as
follows:

<TABLE>
<CAPTION>
1993 1994 1995
NUMBER NUMBER NUMBER
------ ------ ------
<S> <C> <C> <C>
Administration............................................ 41 43 44
Sales and support......................................... 68 81 73
Research and development.................................. 66 62 48
--- --- ---
175 186 165
=== === ===
</TABLE>

5. TAX ON PROFIT (LOSS) ON ORDINARY ACTIVITIES

The tax charge is based on the result for the year and comprises:

<TABLE>
<CAPTION>
1993 1994 1995
[POUND]000 [POUND]000 [POUND]000
---------- ---------- ----------
<S> <C> <C> <C>
Corporation tax at 33%............................................ 292 104 406
=== === ===
</TABLE>

In arriving at the tax charge for each year, no account has been taken of
any deferred tax asset resulting from losses incurred by the sales offices in
the United States.

Management considers it would be imprudent to recognize such an asset as
its recovery is not expected to occur in the foreseeable future.

It is not practicable to quantify the tax losses carried forward in the
United States.

6. TANGIBLE FIXED ASSETS

<TABLE>
<CAPTION>
LEASEHOLD PLANT AND FIXTURES AND
IMPROVEMENTS EQUIPMENT FITTINGS TOTAL
[POUND]000 [POUND]000 [POUND]000 [POUND]000
------------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
COST
At January 1, 1994............... 432 3,804 12 4,248
Additions........................ -- 925 14 939
Disposals........................ -- (742) (6) (748)
Exchange adjustment.............. -- (19) -- (19)
--- ------ -- ------
At December 31, 1994............. 432 3,968 20 4,420
--- ------ -- ------
DEPRECIATION
At January 1, 1994............... 172 1,886 7 2,065
Charge for the year.............. 35 849 9 893
On disposals..................... -- (416) -- (416)
Exchange adjustment.............. -- (6) (1) (7)
--- ------ -- ------
At December 31, 1994............. 207 2,313 15 2,535
--- ------ -- ------
NET BOOK VALUE
At December 31, 1994............. 225 1,655 5 1,885
=== ====== == ======
At January 1, 1994............... 260 1,918 5 2,183
=== ====== == ======
COST
At January 1, 1995............... 432 3,968 20 4,420
Additions........................ -- 793 2 795
Disposals........................ -- (1,423) (6) (1,429)
Exchange adjustment.............. -- 5 -- 5
--- ------ -- ------
At December 31, 1995............. 432 3,343 16 3,791
--- ------ -- ------
</TABLE>

F-34
<PAGE> 85

AFFINITY SENSORS AND LABSYSTEMS DIVISIONS OF FISONS PLC
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

7. STOCKS

<TABLE>
<CAPTION>
1994 1995
[POUND]000 [POUND]000
---------- ----------
<S> <C> <C>
Components............................................................ 99 230
Work-in-progress...................................................... 121 58
Finished goods........................................................ 977 738
----- -----
1,197 1,026
===== =====
</TABLE>

8. DEBTORS

The following are included in the net book value of debtors:

<TABLE>
<CAPTION>
1994 1995
[POUND]000 [POUND]000
---------- ----------
<S> <C> <C>
Amounts falling due within one year:
Trade debtors....................................................... 4,284 3,943
Amounts owed by Fisons group undertakings........................... 1,091 1,340
Other debtors....................................................... 145 --
Prepayments and accrued income...................................... 261 224
----- -----
5,781 5,507
===== =====
</TABLE>

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

<TABLE>
<CAPTION>
1994 1995
[POUND]000 [POUND]000
---------- ----------
<S> <C> <C>
Bank overdraft........................................................ 210 1,384
Trade creditors....................................................... 1,120 819
Amounts owed to Fisons group undertakings............................. 698 225
Other creditors....................................................... 361 541
Accruals and deferred income.......................................... 2,413 2,064
----- -----
4,802 5,033
===== =====
</TABLE>

F-35
<PAGE> 86

AFFINITY SENSORS AND LABSYSTEMS DIVISIONS OF FISONS PLC
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

10. PROVISIONS FOR LIABILITIES AND CHARGES

<TABLE>
<CAPTION>
INSTALLATION OTHER
PROVISION PROVISIONS TOTAL
[POUND]000 [POUND]000 [POUND]000
------------ ---------- ----------
<S> <C> <C> <C>
BALANCE AT JANUARY 1, 1994........................... 375 99 474
Charged to profit and loss account................... 212 83 295
Released unused...................................... (3) (116) (119)
Utilised............................................. -- (3) (3)
--- ---- ----
BALANCE AT DECEMBER 31, 1994......................... 584 63 647
Charged to profit and loss account................... 407 69 476
Released unused...................................... (98) (10) (108)
Utilised............................................. -- (66) (66)
--- ---- ----
BALANCE AT DECEMBER 31, 1995......................... 893 56 949
=== ==== ====
</TABLE>

11. RECONCILIATION OF MOVEMENTS IN OWNER'S EQUITY

<TABLE>
<CAPTION>
NET PARENT CUMULATIVE
COMPANY TRANSLATION
INVESTMENT ADJUSTMENT TOTAL
[POUND]000 [POUND]000 [POUND]000
---------- ----------- ----------
<S> <C> <C> <C>
At January 1, 1994................................... 13,568 27 13,595
Capital injection.................................... 1,031 -- 1,031
Retained loss for the year........................... (686) -- (686)
------ -- ------
At December 31, 1994................................. 13,913 27 13,940
====== == ======
At January 1, 1995................................... 13,913 27 13,940
Capital injection.................................... 1,242 -- 1,242
Retained loss for the year........................... (3) -- (3)
Gain on foreign currency translation................. -- 3 3
------ -- ------
At December 31, 1995................................. 15,152 30 15,182
====== == ======
</TABLE>

12. RECONCILIATION OF OPERATING PROFIT (LOSS) TO NET CASH INFLOW FROM OPERATING
ACTIVITIES

<TABLE>
<CAPTION>
1993 1994 1995
[POUND]000 [POUND]000 [POUND]000
---------- ---------- ----------
<S> <C> <C> <C>
Profit (loss) on ordinary activities before
taxation........................................... (239) (582) 403
Adjustment for items not involving the movement of
cash:
Depreciation charge............................. 604 893 781
Loss on disposal of fixed assets................ 55 312 277
Decrease in debtors............................. 1,643 245 273
(Increase) decrease in stocks................... (87) (131) 171
Increase (decrease) in creditors and
provisions.................................... (163) 1,010 (640)
Translation (loss) gain on consolidation........ 27 12 (2)
----- ----- -----
Net cash inflow from operating activities............ 1,840 1,759 1,263
===== ===== =====
</TABLE>

The translation (loss) gain on consolidation is considered to be immaterial
and has not been allocated to individual captions.

F-36
<PAGE> 87

AFFINITY SENSORS AND LABSYSTEMS DIVISIONS OF FISONS PLC
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

13. ANALYSIS OF CHANGES IN CASH AND CASH EQUIVALENTS DURING THE YEAR

<TABLE>
<CAPTION>
CASH AT BANK BANK
AND IN HAND OVERDRAFTS NET
[POUND]000 [POUND]000 [POUND]000
------------ ---------- ----------
<S> <C> <C> <C>
Balance at January 1, 1993.......................... 5,643 -- 5,643
Movement in year.................................... 3,093 (187) 2,906
------ ------ ------
Balance at December 31, 1993........................ 8,736 (187) 8,549
Movement in year.................................... 1,790 (23) 1,767
------ ------ ------
Balance at December 31, 1994........................ 10,526 (210) 10,316
Movement in year.................................... 2,513 (1,174) 1,339
------ ------ ------
Balance at December 31, 1995........................ 13,039 (1,384) 11,655
====== ====== ======
</TABLE>

14. RELATED PARTY TRANSACTIONS

Sales to other Fisons entities

Both divisions make the majority of overseas sales via other Fisons
businesses, which in turn sell product to end users. These combined financial
statements include the selling operations based in the United States, but not
those in other territories as these entities are not being acquired by Thermo
BioAnalysis. The total sales to other Fisons businesses (except for those based
in the United States) are as follows:

<TABLE>
<CAPTION>
AFFINITY
LABSYSTEMS SENSORS TOTAL
YEAR ENDED [POUND]000 [POUND]000 [POUND]000
---------- ---------- ---------- ----------
<S> <C> <C> <C>
December 31, 1993................................. 2,820 176 2,996
===== === =====
December 31, 1994................................. 2,217 271 2,488
===== === =====
December 31, 1995................................. 1,856 447 2,303
===== === =====
</TABLE>

15. OPERATING LEASE COMMITMENTS

Annual commitments under noncancellable operating leases are as follows:

<TABLE>
<CAPTION>
1993 1994 1995
[POUND]000 [POUND]000 [POUND]000
---------- ---------- ----------
<S> <C> <C> <C>
Land and buildings
Expiry date:
-- between two and five years................ 88 88 88
-- after five years.......................... 141 142 269
--- --- ---
229 230 357
=== === ===
Other
Expiry date:
-- within one year........................... -- 63 24
-- between two and five years................ 8 45 63
--- --- ---
8 108 87
=== === ===
</TABLE>

F-37
<PAGE> 88

AFFINITY SENSORS AND LABSYSTEMS DIVISIONS OF FISONS PLC

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONCLUDED)

16. CONTINGENT LIABILITIES

A third party has claimed that a part used by Affinity Sensors in their
products may infringe one of its patents.

The management of Affinity Sensors considers that the likelihood of a
material liability resulting from this claim is remote. Accordingly, no
provision has been made in respect of this claim in these combined financial
statements.

17. PENSION ARRANGEMENTS

The majority of the United Kingdom employees of LabSystems and Affinity
Sensors belongs to group defined benefit pension schemes operated by Fisons plc.
These schemes are funded to cover future pension liabilities after allowing for
expected future earnings and pension increases.

The costs of providing these benefits are addressed in accordance with the
advice of professionally qualified actuaries. Contributions are based on pension
costs across the Fisons plc group as a whole.

Actuarial valuations of these schemes are undertaken on a regular basis by
independent qualified actuaries using the projected unit method.

The last valuation of the UK pension scheme, being the scheme principally
affecting these combined financial statements, was made at March 31, 1994.
Particulars of that valuation may be found in the Fisons plc financial
statements for the year ended December 31, 1994.

The aggregate pension cost charged in these combined financial statements
is shown in Note 4. There were no provisions or prepayments in the combined
balance sheet at either December 31, 1994 or 1995 resulting from a difference
between the amounts recognised as cost and the amounts paid to the schemes.

Following the acquisition of a substantial portion of the businesses
comprising the Scientific Instruments Division of Fisons plc by Thermo
Instrument Systems Inc., no contributions will be paid to Fisons group pension
schemes after September 1996. Those employees who are eligible have been offered
membership of certain defined contribution pension schemes operated by Thermo
Instrument Systems Inc. or its parent company.

18. POST BALANCE SHEET EVENTS

On March 29, 1996, a substantial portion of the businesses comprising the
Scientific Instruments Division of Fisons plc (of which LabSystems and Affinity
Sensors form a part) was acquired by Thermo Instrument Systems Inc., a company
incorporated in the United States.

F-38
<PAGE> 89

THERMO BIOANALYSIS CORPORATION

PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 30, 1995
(UNAUDITED)

On February 7, 1996, the Company acquired substantially all the assets of
the DYNEX Technologies ("DYNEX") division of Dynatech Corporation ("Dynatech")
for approximately $43.2 million in cash. On March 29, 1996, Thermo Instrument
Systems Inc. ("Thermo Instrument") acquired a substantial portion of the
businesses comprising the Scientific Instruments Division of Fisons plc
("Fisons"). On July 22, 1996, the Company acquired the Affinity Sensors and
LabSystems divisions of Fisons from Thermo Instrument for $9.0 million in cash.
Because, as of September 28, 1996, the Company, Affinity Sensors and LabSystems
were deemed for accounting purposes to be under control of their common owner,
Thermo Instrument, the Company's historical financial information as of and for
the period ended September 28, 1996 includes the results of operations of
Affinity Sensors and LabSystems from March 29, 1996, the date these businesses
were acquired by Thermo Instrument. During the nine months ended September 28,
1996, the Company wrote-off $3.5 million of acquired technology in connection
with the acquisition of Affinity Sensors and LabSystems. This nonrecurring
expense has been omitted from the pro forma combined condensed statements of
operations. To help finance the acquisition of DYNEX, the Company borrowed $30.0
million from Thermo Electron Corporation ("Thermo Electron") pursuant to a
promissory note due February 1997, and bearing interest at the Commercial Paper
Composite Rate plus 25 basis points, set at the beginning of each quarter. In
conjunction with the acquisition of Affinity Sensors and LabSystems in July
1996, the Company issued to Thermo Instrument a $50.0 million principal amount
4.875% subordinated convertible note (the "Convertible Note"), due 2001,
convertible into shares of the Company's common stock at $16.50 per share. The
Company used part of the proceeds of the Convertible Note to retire the $30.0
million promissory note.

The following unaudited pro forma combined condensed statement of
operations sets forth the results of operations for the year ended December 30,
1995, as if the acquisitions of DYNEX and Affinity Sensors and LabSystems and
the issuance of the Convertible Note to Thermo Instrument had occurred on
January 1, 1995. DYNEX has a fiscal year which differs from the Company's fiscal
year-end. The historical results of operations for DYNEX presented below have
been adjusted to conform to the Company's fiscal year-end for purposes of the
pro forma combined condensed statement of operations. The pro forma results of
operations are not necessarily indicative of future operations or the actual
results that would have occurred had the acquisitions of DYNEX and Affinity
Sensors and LabSystems and the issuance of the Convertible Note to Thermo
Instrument occurred on January 1, 1995. These statements should be read in
conjunction with the accompanying notes and the respective historical financial
statements and related notes of the Company, DYNEX and Affinity Sensors and
LabSystems appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
HISTORICAL
--------------------------------------------
DYNEX AFFINITY
TECHNOLOGIES SENSORS AND
DIVISION LABSYSTEMS PRO FORMA
THERMO OF DYNATECH DIVISIONS ------------------------
BIOANALYSIS CORPORATION OF FISONS ADJUSTMENTS COMBINED
----------- ------------ ----------- ----------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Revenues................................... $22,534 $35,866 $22,403 $ -- $80,803
------- ------- ------- ------- -------
Costs and Operating Expenses:
Cost of revenues......................... 13,036 19,379 5,501 102 38,018
Selling, general and administrative
expenses.............................. 4,804 12,970 11,578 891 30,243
Research and development expenses........ 1,325 2,861 4,696 -- 8,882
------- ------- ------- ------- -------
19,165 35,210 21,775 993 77,143
------- ------- ------- ------- -------
Operating Income........................... 3,369 656 628 (993) 3,660
Interest Income............................ 819 194 -- -- 1,013
Interest Expense........................... -- (1,569) -- (1,134) (2,703)
------- ------- ------- ------- -------
Income (Loss) Before Income Taxes.......... 4,188 (719) 628 (2,127) 1,970
Income Tax Provision (Benefit)............. 1,674 475 633 (1,634) 1,148
------- ------- ------- ------- -------
Net Income (Loss).......................... $ 2,514 $(1,194) $ (5) $ (493) $ 822
======= ======= ======= ======= =======
Earnings per Share......................... $ .32 $ .11
======= =======
Weighted Average Shares.................... 7,811 7,811
======= =======
</TABLE>

F-39
<PAGE> 90

THERMO BIOANALYSIS CORPORATION

PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 28, 1996
(UNAUDITED)

The following unaudited pro forma combined condensed statement of
operations sets forth the results of operations for the nine months ended
September 28, 1996, as if the acquisitions of DYNEX and Affinity Sensors and
LabSystems and the issuance of the Convertible Note to Thermo Instrument had
occurred on January 1, 1995. DYNEX has a fiscal year which differs from the
Company's fiscal year-end. The historical results of operations for DYNEX
presented below have been adjusted to conform to the Company's fiscal year-end
for purposes of the pro forma combined condensed statement of operations. The
pro forma results of operations are not necessarily indicative of future
operations or the actual results that would have occurred had the acquisitions
of DYNEX and Affinity Sensors and LabSystems and the issuance of the Convertible
Note to Thermo Instrument occurred on January 1, 1995. These statements should
be read in conjunction with the accompanying notes and the respective historical
financial statements and related notes of the Company, DYNEX and Affinity
Sensors and LabSystems appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
HISTORICAL
-----------------------------------------
DYNEX AFFINITY
TECHNOLOGIES SENSORS AND
DIVISION LABSYSTEMS PRO FORMA
THERMO OF DYNATECH DIVISIONS ----------------------
BIOANALYSIS CORPORATION OF FISONS ADJUSTMENTS COMBINED
----------- ------------ ------------ ----------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Revenues................................ $49,128 $2,821 $ 4,367 $ -- $56,316
------- ------ ------- ------- -------
Costs and Operating Expenses:
Cost of revenues...................... 25,879 1,794 2,059 (32) 29,700
Selling, general and administrative
expenses........................... 14,925 1,475 3,300 187 19,887
Research and development expenses..... 5,031 351 764 -- 6,146
Write-off of acquired technology...... 3,500 -- -- (3,500) --
------- ------ ------- ------- -------
49,335 3,620 6,123 (3,345) 55,733
------- ------ ------- ------- -------
Operating Income (Loss)................. (207) (799) (1,756) 3,345 583
Interest Income......................... 585 12 -- -- 597
Interest Expense........................ (1,225) (183) -- (420) (1,828)
------- ------ ------- ------- -------
Loss Before Income Taxes................ (847) (970) (1,756) 2,925 (648)
Income Tax Provision (Benefit).......... 1,049 11 -- (777) 283
------- ------ ------- ------- -------
Net Loss................................ $(1,896) $ (981) $(1,756) $ 3,702 $ (931)
======= ====== ======= ======= =======
Loss per Share.......................... $ (.23) $ (.11)
======= =======
Weighted Average Shares................. 8,213 8,213
======= =======
</TABLE>

F-40
<PAGE> 91

THERMO BIOANALYSIS CORPORATION

NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 -- BASIS OF PRESENTATION

The historical financial statements of Affinity Sensors and LabSystems,
which are denominated in British pounds sterling, have been translated into U.S.
dollars for the pro forma combined condensed statements of operations at the
average exchange rate of approximately 1.56 and 1.53 British pounds sterling per
U.S. dollar for the year ended December 30, 1995 and for the nine months ended
September 28, 1996, respectively.

NOTE 2 -- PRO FORMA ADJUSTMENTS TO PRO FORMA COMBINED CONDENSED STATEMENT OF
OPERATIONS FOR THE YEAR ENDED DECEMBER 30, 1995 (IN THOUSANDS, EXCEPT
IN TEXT)

<TABLE>
<CAPTION>
DEBIT (CREDIT)
--------------
<S> <C>
COST OF REVENUES
Increase in the finished goods inventory of DYNEX to the estimated selling
price, less the sum of the costs of disposal and a reasonable profit
allowance for the Company's selling efforts.................................. $ 102
-------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Eliminate corporate service fees charged to DYNEX by Dynatech Corporation...... (1,050)
Service fee of 1.20% of the revenues of DYNEX, Affinity Sensors and LabSystems
for services provided under a services agreement between the Company and
Thermo Electron.............................................................. 699
Amortization over 40 years of $32,959,000 of cost in excess of net assets of
acquired companies created by the acquisition of DYNEX, and over 8 years of
$3,349,000 of product technology and capitalized software created by the
acquisition of Affinity Sensors and LabSystems............................... 1,242
-------
891
-------
INTEREST EXPENSE
Eliminate the corporate interest allocation charged to DYNEX by Dynatech
Corporation as a direct consequence of the acquisition of DYNEX by the
Company without the assumption of DYNEX debt................................. (1,304)
Record interest expense on the Convertible Note issued to Thermo Instrument.... 2,438
-------
1,134
-------
INCOME TAX PROVISION (BENEFIT)
Income tax benefit associated with the utilization of the U.S. portion of net
operating losses at Affinity Sensors and LabSystems.......................... (1,280)
Income tax benefit associated with the adjustments above (excluding
amortization of cost in excess of net assets of acquired companies and the
write-off of acquired technology), calculated at the Company's statutory
income tax rate of 40%....................................................... (354)
-------
(1,634)
-------
</TABLE>

NOTE 3 -- PRO FORMA ADJUSTMENTS TO PRO FORMA COMBINED CONDENSED STATEMENT OF
OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 28, 1996 (IN THOUSANDS,
EXCEPT IN TEXT)

<TABLE>
<CAPTION>
DEBIT (CREDIT)
--------------
<S> <C>
COST OF REVENUES
Reverse a portion of the adjustment to record the finished goods inventory of
DYNEX at the estimated selling price, less the sum of the costs of disposal
and a reasonable profit allowance for the Company's selling efforts.......... $(32)
----
</TABLE>

F-41
<PAGE> 92

THERMO BIOANALYSIS CORPORATION

NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS -- (CONCLUDED)
(UNAUDITED)

<TABLE>
<CAPTION>
DEBIT (CREDIT)
--------------
<S> <C>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Eliminate corporate service fees charged to DYNEX by Dynatech Corporation...... (75)
Service fee of 1.0% of the revenues of DYNEX, Affinity Sensors and LabSystems
for services provided under a services agreement between the Company and
Thermo Electron.............................................................. 72
Amortization over 40 years of $32,959,000 of cost in excess of net assets of
acquired companies created by the acquisition of DYNEX, and over 8 years of
$3,349,000 of product technology and capitalized software created by the
acquisition of Affinity Sensors and LabSystems............................... 190
------
187
------
WRITE-OFF OF ACQUIRED TECHNOLOGY
Reverse the write-off of acquired technology under development associated with
the acquisition of Affinity Sensors and LabSystems........................... (3,500)
------
INTEREST EXPENSE
Eliminate the corporate interest allocation charged to DYNEX by Dynatech
Corporation as a direct consequence of the acquisition of DYNEX by the
Company without the assumption of DYNEX debt................................. (183)
Record interest expense on the Convertible Note issued to Thermo Instrument for
the period from December 31, 1995 through July 22, 1996...................... 1,359
Eliminate interest expense on the $30,000,000 principal amount promissory note
payable to Thermo Electron, due to its assumed repayment with the proceeds of
the Convertible Note issued to Thermo Instrument............................. (756)
------
420
------
INCOME TAX PROVISION (BENEFIT)
Income tax benefit associated with the utilization of the U.S. portion of net
operating losses at Affinity Sensors and LabSystems.......................... (623)
Income tax benefit associated with the adjustments above (excluding
amortization of cost in excess of net assets of acquired companies and the
reversal of the write-off of acquired technology), calculated at the
Company's statutory income tax rate of 40%................................... (154)
------
(777)
------
</TABLE>

F-42
<PAGE> 93
==============================================================================

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION
WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY DATE SUBSEQUENT TO THE DATE HEREOF.

------------------------
<TABLE>
TABLE OF CONTENTS
<CAPTION>
PAGE
----
<S> <C>
The Company........................... 2
Risk Factors.......................... 2
Price Range of Common Stock........... 7
Dividend Policy....................... 7
Selected Quarterly Financial Data
(Unaudited)......................... 7
Capitalization........................ 8
Selected Financial Information........ 9
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 10
Management's Discussion and Analysis
of Results of Operations of DYNEX
Technologies........................ 14
Management's Discussion and Analysis
of Results of Operations of Affinity
Sensors and LabSystems.............. 15
Business.............................. 17
Relationship with Thermo Electron and
Thermo Instrument................... 28
Management............................ 32
Security Ownership of Certain
Beneficial Owners and Management.... 39
Selling Shareholders.................. 41
Sale of Shares........................ 46
Description of Capital Stock.......... 47
Shares Eligible for Future Sale....... 48
Legal Matters......................... 48
Experts............................... 49
Additional Information................ 49
Index to Financial Statements......... F-1
------------------------
UNTIL , 1997 (25 DAYS AFTER
THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO
THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

===============================================================================
</TABLE>

===============================================================================

1,601,500 SHARES

[THERMO BIOANALYSIS LOGO]

COMMON STOCK

-------------------
PROSPECTUS
, 1997
-------------------

==============================================================================
<PAGE> 94

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered. All amounts shown are
estimates except for the Securities and Exchange Commission (the "Commission")
registration fee.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.......... $ 6,586
Legal fees and expenses...................................... 5,000
Accounting fees and expenses................................. 5,000
Printing and engraving expenses.............................. 10,000
Miscellaneous................................................ 2,000
-------
Total.............................................. $23,586
=======
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Delaware General Corporation Law and the Registrant's Certificate of
Incorporation and By-Laws limit the monetary liability of directors to the
Registrant and to its shareholders and provide for indemnification of the
Registrant's officers and directors for liabilities and expenses that they may
incur in such capacities. In general, officers and directors are indemnified
with respect to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of the Registrant and, with respect
to any criminal action or proceeding, actions that the indemnitee had no
reasonable cause to believe were unlawful. The Registrant also has
indemnification agreements with its directors and officers that provide for the
maximum indemnification allowed by law. Reference is made to the Registrant's
Certificate of Incorporation, By-Laws and form of Indemnification Agreement for
Officers and Directors incorporated by reference as Exhibits 3.1, 3.2 and 10.10
hereto, respectively.

Thermo Electron has an insurance policy which insures the directors and
officers of Thermo Electron and its subsidiaries, including the Registrant,
against certain liabilities which might be incurred in connection with the
performance of their duties.

The Selling Shareholders are obligated under the Purchase Agreements to
indemnify Directors, officers and controlling persons of the Registrant against
certain liabilities, including liabilities under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On February 24, 1995, Thermo Instrument transferred to the Registrant all
of the assets and operations relating to its bioinstruments business in exchange
for 6,500,000 shares of Common Stock of the Registrant and the assumption by the
Registrant of certain liabilities relating to such business. Exemption from
registration for this transaction is claimed under Section 4(2) of the
Securities Act.

On March 15, 1995, the Registrant sold an aggregate of 700,000 shares of
Common Stock to accredited investors for an aggregate purchase price of
$6,530,000 pursuant to Regulation D of the Commission promulgated under the
Securities Act. On April 19, 1995, the Registrant sold an aggregate of 901,500
shares of Common Stock to accredited investors for an aggregate purchase price
of $8,388,000 pursuant to Regulation D of the Commission promulgated under the
Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS

See the Exhibit Index included immediately preceding the exhibits to this
Registration Statement.

II-1
<PAGE> 95

(b) FINANCIAL STATEMENT SCHEDULES

The Financial Statement Schedules as of December 30, 1995 and the Report of
Independent Public Accountants on such schedules are included in this
Registration Statement. All other schedules are omitted because they are not
applicable or are not required under Regulation S-X.

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers for sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1993;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions contained in the Certificate of
Incorporation and By-Laws of the Registrant and the laws of the State of
Delaware, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-2
<PAGE> 96

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Waltham, Massachusetts,
on this 20th day of January, 1997.

THERMO BIOANALYSIS CORPORATION

BARRY S. HOWE
By:.....................................
BARRY S. HOWE
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints John N. Hatsopoulos, Paul F. Kelleher, Seth H.
Hoogasian, Sandra L. Lambert and Jonathan W. Painter, and each of them, as his
true and lawful attorneys-in-fact and agents for the undersigned, with full
power of substitution, for and in the name, place and stead of the undersigned,
to sign and file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), any and all
amendments and exhibits to this Registration Statement, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary or desirable.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
BARRY S. HOWE Chief Executive Officer, January 20, 1997
.......................................... President and Director
BARRY S. HOWE (Principal Executive
Officer)

JOHN N. HATSOPOULOS Vice President and Chief January 20, 1997
.......................................... Financial Officer
JOHN N. HATSOPOULOS (Principal Financial
Officer)

PAUL F. KELLEHER Chief Accounting Officer January 20, 1997
.......................................... (Principal Accounting
PAUL F. KELLEHER Officer)

RICHARD W. K. CHAPMAN Chairman of the Board and January 20, 1997
.......................................... Director
RICHARD W. K. CHAPMAN

.......................................... Vice Chairman of the Board January , 1997
DENIS A. HELM and Director

JONATHAN W. PAINTER Director January 20, 1997
..........................................
JONATHAN W. PAINTER

.......................................... Director January , 1997
ARVIN H. SMITH

ELIAS P. GYFTOPOULOS Director January 20, 1997
..........................................
ELIAS P. GYFTOPOULOS

ARNOLD N. WEINBERG Director January 20, 1997
..........................................
ARNOLD N. WEINBERG
</TABLE>

II-3
<PAGE> 97

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THERMO BIOANALYSIS CORPORATION:

We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements of Thermo BioAnalysis Corporation included
in Thermo BioAnalysis Corporation's Form S-1 and have issued our report thereon
dated May 10, 1996 (except with respect to the matters discussed in Note 9 as to
which the date is October 2, 1996). Our audits were made for the purpose of
forming an opinion on the basic consolidated financial statements taken as a
whole. Thermo BioAnalysis Corporation's schedule of Valuation and Qualifying
Accounts, included in Schedule II on page S-2, is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audits of the basic consolidated financial
statements and, in our opinion, fairly states, in all material respects, the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
May 10, 1996

S-1
<PAGE> 98

SCHEDULE II

THERMO BIOANALYSIS CORPORATION

VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT CHARGES TO BALANCE
BEGINNING ACCOUNTS COSTS AND ACCOUNTS AT END
DESCRIPTION OF PERIOD RECOVERED EXPENSES WRITTEN OFF OF PERIOD
- -------------------------------------- ---------- --------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
YEAR ENDED JANUARY 1, 1994
Allowance for Doubtful Accounts..... $139 $132 $ 5 $(123) $153
YEAR ENDED DECEMBER 31, 1994
Allowance for Doubtful Accounts..... $153 $ 15 $-- $ (14) $154
YEAR ENDED DECEMBER 30, 1995
Allowance for Doubtful Accounts..... $154 $ -- $ 2 $ (2) $154
</TABLE>

S-2
<PAGE> 99

EXHIBIT INDEX

Each exhibit listed below which is marked by an asterisk (*) is
incorporated by reference to the correspondingly numbered exhibit to the
Company's Registration Statement on Form S-1 (File No. 333-8697).

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<S> <C> <C>
*2 -- Purchase Agreement dated as of February 5, 1996 by and among the Registrant,
Dynatech Corporation and certain of their respective affiliates. Pursuant to
Item 601(b)(2) of Regulation S-K, schedules to this Agreement have been
omitted. The Registrant hereby undertakes to furnish supplementally a copy
of such schedules to the Commission upon request.
*3.1 -- Certificate of Incorporation of the Registrant.
*3.2 -- By-Laws of the Registrant.
*4 -- Specimen Common Stock Certificate.
5 -- Opinion of Seth H. Hoogasian, Esq. with respect to the validity of the
securities being offered.
*10.1 -- Corporate Services Agreement dated as of February 27, 1995 between Thermo
Electron Corporation ("Thermo Electron") and the Registrant.
10.2 -- Thermo Electron Corporate Charter, as amended and restated effective January
3, 1993 (incorporated by reference herein from Exhibit 10.1 to Thermo
Electron's Annual Report on Form 10-K for the fiscal year ended January 2,
1993 [File No. 1-8002]).
*10.3 -- Tax Allocation Agreement dated as of February 27, 1995 between Thermo
Electron and the Registrant.
*10.4 -- Master Repurchase Agreement dated as of February 27, 1995 between Thermo
Electron and the Registrant.
*10.5 -- Master Guarantee Reimbursement Agreement dated as of February 27, 1995 among
Thermo Electron, Thermo Instrument and the Registrant.
*10.6 -- Master Guarantee Reimbursement Agreement dated as of February 27, 1995
between Thermo Instrument and the Registrant.
*10.7 -- Equity Incentive Plan of the Registrant.
*10.8 -- Deferred Compensation Plan for Directors of the Registrant.
*10.9 -- Directors Stock Option Plan of the Registrant.
*10.10 -- Form of Indemnification Agreement for Officers and Directors.
*10.11 -- Asset Transfer Agreement dated as of February 27, 1995 between Thermo
Instrument and the Registrant.
*10.12 -- Asset Transfer Agreement dated as of February 27, 1995 between Thermo
Separation Products Inc. and the Registrant.
*10.13 -- Exclusive License Agreement dated as of February 27, 1995 between Thermo
Separation Products Inc. and the Registrant.
*10.14 -- Exclusive License Agreement dated as of February 27, 1995 between the
Registrant and Thermo Separation Products Inc.
*10.15 -- Manufacturing Agreement dated as of February 27, 1995 between Thermo
Separation Products Inc. and the Registrant.
*10.16 -- Note Purchase Agreement dated as of July 22, 1996 between Thermo Instrument
and the Registrant.
*10.17 -- $50,000,000 Principal Amount 4.875% Convertible Subordinated Note due 2001
dated July 22, 1996.
*10.18 -- Asset and Share Purchase Agreement dated as of July 22, 1996 among SID
Instruments Inc., HB Instruments Inc., the Registrant and Thermo Instrument.
*10.19 -- Asset Purchase Agreement dated as of July 22, 1996 among Thermo Labsystems
Limited, FI Instruments Inc., Thermo Fast UK Limited, the Registrant and
Thermo Instrument.
10.20 -- Stock Holding Assistance Plan and Form of Promissory Note (incorporated by
reference herein from Exhibit 10 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 28, 1996).
</TABLE>
<PAGE> 100

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<S> <C> <C>
10.21 -- Form of Securities Purchase Agreement between the Company and certain
purchasers of securities of the Company, including certain officers,
directors and affiliates of the Company, in private placements in March and
April 1995.
In addition to the stock-based compensation plans of the Registrant, the
executive officers of the Registrant may be granted awards under stock-based
compensation plans of the Registrant's parent, Thermo Electron Corporation,
and its subsidiaries, for services rendered to the Registrant or to such
affiliated corporations. Such plans were filed as Exhibits 10.8 through
10.48 to the Annual Report on Form 10-K of Thermo Instrument for the fiscal
year ended December 30, 1995 [File No. 1-9786] and are incorporated herein
by reference.
11 -- Computation of Earnings per Share.
21 -- Subsidiaries of the Registrant.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Coopers & Lybrand.
23.3 -- Consent of Arthur Andersen LLP.
23.4 -- Consent of Arthur Andersen.
23.5 -- Consent of Seth H. Hoogasian, Esq. (included in Exhibit 5).
24 -- Power of Attorney. (See Signature Page of this Registration Statement).
</TABLE>

<PAGE> 1

EXHIBIT 5

Thermo BioAnalysis Corporation
81 Wyman Street
Waltham, MA 02254-9046

January 20, 1997

Thermo BioAnalysis Corporation
504 Airport Road
Santa Fe, New Mexico 87504-2108

Re: Registration Statement on Form S-1 Relating to 1,601,500 Shares of
the Common Stock, $.01 par value, of Thermo BioAnalysis Corporation

Dear Sirs:

I am General Counsel to Thermo BioAnalysis Corporation, a Delaware
corporation (the "Company"), and have acted as counsel in connection with the
registration under the Securities Act of 1933, as amended, on Form S-1 (the
"Registration Statement"), of 1,601,500 shares of the Company's Common Stock,
$.01 par value per share (the "Shares"), which may from time to time be sold by
certain shareholders of the Company.

I or a member of my staff have reviewed the corporate proceedings taken
by the Company with respect to the authorization of the issuance of the Shares.
I or a member of my staff have also examined and relied upon originals or
copies, certified or otherwise authenticated to my satisfaction, of all
corporate records, documents, agreements or other instruments of the Company,
and have made investigations of law and have discussed with the Company's
representatives questions of fact that I or a member of my staff have deemed
necessary or appropriate.

Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized by the Company and are validly issued, fully
paid and non-assessable.

I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement, including any amendments thereto, and to the use of my
name under the caption "Legal Matters" in the prospectus constituting a part
thereof.

Sincerely,

Seth H. Hoogasian
General Counsel

SHH/haf

<PAGE> 1

EXHIBIT 10.21

STOCK PURCHASE AGREEMENT

THIS AGREEMENT is by and among THERMO BIOANALYSIS CORPORATION (the
"Company"), a Delaware corporation with an office at 504 Airport Road, Santa Fe,
New Mexico 87504; THERMO ELECTRON CORPORATION ("Thermo Electron"), a Delaware
corporation and the indirect corporate parent of the Company with an office at
81 Wyman Street, Waltham, Massachusetts 02254; and the purchaser whose name and
address is set forth on the signature page hereof (the "Purchaser").

IN CONSIDERATION of the mutual covenants contained in this Agreement, the
parties agree as follows:

SECTION 1. AUTHORIZATION OF SALE OF THE SHARES. The Company has authorized
the sale of up to 1,400,000 shares of its Common Stock, $.01 par value (the
"Shares"). The number of Shares may be increased or decreased by agreement
between the Company and the Placement Agents (as defined below).

SECTION 2. AGREEMENT TO SELL AND PURCHASE THE SHARES. At the Closing (as
defined in Section 3(a)), the Company will sell to the Purchaser, and the
Purchaser will buy from the Company, upon the terms and conditions hereinafter
set forth, up to the maximum number of Shares set forth on the signature page
hereof at a purchase price of $10.00 per Share. The actual number of Shares to
be purchased by the Purchaser, subject to the foregoing maximum, will be
determined by the Company and the Placement Agents, and will be set forth on the
Company's signature page to this Agreement. The Placement Agents will notify the
Purchaser prior to the Closing of the number of Shares to be so purchased by the
Purchaser. Any excess funds advanced by the Purchaser will be promptly refunded
by the Placement Agents after the Closing.

The Company represents and warrants that, at the Closing or subsequent
closings, the Company is proposing to enter into substantially this same form of
purchase agreement with certain other investors (the "Other Purchasers") and
expects to complete sales of Shares to them. The Purchaser and the Other
Purchasers are hereinafter sometimes collectively referred to as the
"Purchasers," and this Agreement and the agreements executed by the Other
Purchasers are hereinafter sometimes collectively referred to as the
"Agreements." The term "Placement Agents" shall mean NatWest Securities Limited
and National Westminster Bank PLC -- Capital Markets Branch and, unless the
context requires otherwise, their affiliates.

SECTION 3. DELIVERY OF THE SHARES AT THE CLOSING. The completion of the
purchase and sale of the Shares (the "Closing") shall occur at a place and time
(the "Closing Date") specified by the Company and the Placement Agents and of
which the Purchasers will be notified in advance by the Placement Agents. At the
Closing, the Company shall deliver to the Purchaser one or more stock
certificates registered in the name of the Purchaser, or, if so indicated on the
signature page hereof, in the name of a nominee designated by the Purchaser,
representing the number of Shares

<PAGE> 2

to be purchased by it. The Company's obligation to deliver such certificate to
the Purchaser at the Closing shall be subject to the following conditions, any
one or more of which may be waived by the Company: (a) receipt by the Company of
a certified or official bank check or checks or wire transfer of funds in the
full amount of the purchase price for the Shares being purchased hereunder; (b)
completion of the purchases and sales under the Agreements with Other
Purchasers; and (c) the accuracy of the representations and warranties made by
the Purchasers and the fulfillment of those undertakings of the Purchasers to be
fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of
such certificate and to pay for the Shares evidenced thereby shall be subject to
the accuracy of the representations and warranties made by the Company and
Thermo Electron herein as of the Closing and the fulfillment of those
undertakings of the Company and Thermo Electron to be fulfilled prior to Closing
as set forth herein or in the placement agreement between the Company and the
Placement Agents.

SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY AND
THERMO ELECTRON. The Company and Thermo Electron hereby jointly and severally
represent and warrant to, and covenant with, the Purchaser as follows:

4.1. ORGANIZATION; COMPLIANCE WITH LAW. Each of the Company and Thermo
Electron is duly organized and validly existing in good standing under the laws
of the jurisdiction of its organization. The Company has full corporate power
and authority to own, operate and occupy its properties and to conduct its
business as presently conducted and as described in the private placement
memorandum, dated February 27, 1995, distributed in connection with the sale of
the Shares (the "Placement Memorandum") and is registered or qualified to do
business and in good standing in each jurisdiction in which it owns or leases
property or transacts business and where the failure to be so qualified would
have a material adverse effect upon the business, financial condition,
properties or operations of the Company. The Company is in compliance with all
laws, ordinances, regulations and decrees applicable to its properties (whether
owned or leased) and its business as described in the Placement Memorandum, and
all licenses, franchises, governmental approvals, permits and other
authorizations currently applicable to it or its business or properties are in
full force and effect and the Company is in full compliance therewith, except
where noncompliance with such laws, ordinances, regulations, decrees, licenses,
franchises, governmental approvals, permits and authorizations would not,
separately or in the aggregate, have a material adverse effect on the value or
use of such properties or the results of operations of such business. The
Company has no subsidiaries other than Thermo BioAnalysis Limited, a company
duly organized and validly existing under English law.

4.2. DUE AUTHORIZATION. Each of the Company and Thermo Electron has
all requisite corporate power and authority to execute, deliver and perform its
obligations under the Agreements, and the Agreements have been duly authorized
and validly executed and delivered by the Company and Thermo Electron and
constitute legal, valid and binding agreements of the Company and Thermo
Electron, enforceable against the Company and Thermo Electron in accordance
with their terms, except as rights to indemnity and contribution may be limited
by state or federal securities laws or the public policy underlying such laws,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' and contracting
parties' rights generally, except as enforceability may be

2
<PAGE> 3

subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and except as
otherwise described in the Placement Memorandum.

4.3. NON-CONTRAVENTION. The execution and delivery of the Agreements,
the issuance and sale of the Shares pursuant thereto, the fulfillment of the
terms of the Agreements and the consummation of the transactions contemplated
thereby will not conflict with or constitute a violation of, or default (with
the passage of time or otherwise) under, any material agreement or instrument
to which the Company or Thermo Electron is a party or by which it is bound or
the charter, by-laws or other organizational documents of the Company or Thermo
Electron, nor result in the creation or imposition of any lien, encumbrance,
claim, security interest or restriction whatsoever upon any of the material
property or assets of the Company or Thermo Electron, or an acceleration of
indebtedness pursuant to any obligation, agreement or condition contained in
any material bond, debenture, note or any other evidence of indebtedness or any
material indenture, mortgage, deed of trust or any other material agreement or
instrument to which the Company or Thermo Electron is a party or by which any
of them is bound or to which any of the property or assets of the Company or
Thermo Electron is subject, nor conflict with, or result in a violation of, any
law, administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority applicable to the Company or Thermo
Electron. No consent, approval, authorization or other order of any regulatory
body, administrative agency, or other governmental body in the United States is
required for the valid issuance and sale of the Shares to be sold pursuant to
the Agreements.

4.4. CAPITALIZATION. The capitalization of the Company on a pro forma
basis as of December 31, 1994 is as set forth in the Placement Memorandum. The
Company has not issued any capital stock since that date except as contemplated
by the Placement Memorandum. The Shares to be sold pursuant to the Agreements
have been duly authorized, and when issued and paid for in accordance with the
terms of the Agreements will be validly issued, fully paid and nonassessable.
The Shares will conform to the description thereof in the Placement Memorandum.
The outstanding shares of capital stock of the Company have been duly and
validly issued to Thermo Instrument Systems Inc. (a subsidiary of Thermo
Electron), or a subsidiary thereof, are fully paid and nonassessable and
conform to the description thereof in the Placement Memorandum. Except as set
forth in or contemplated by the Placement Memorandum, there are no outstanding
rights (including, without limitation, preemptive rights), warrants or options
to acquire, or instruments convertible into or exchangeable for, any shares of
capital stock or other equity interest in the Company or any contract,
commitment, agreement, understanding or arrangement of any kind relating to the
issuance of any capital stock of the Company, any such convertible or
exchangeable securities or any such rights, warrants or options.

4.5. LEGAL PROCEEDINGS. There is no material legal or governmental
proceeding pending or, to the knowledge of the Company, threatened or
contemplated to which the Company is or may be a party or of which the business
or property of the Company is or may be subject which is not disclosed in the
Placement Memorandum.

4.6. NO VIOLATION OF AGREEMENTS. The Company is not in violation of
its charter, bylaws, or other organizational document, in violation of any law,
administrative

3
<PAGE> 4

regulation, ordinance or order of any court or governmental agency, arbitration
panel or authority applicable to the Company, which violation, individually or
in the aggregate, would have a material adverse effect on the business or
financial condition of the Company and its subsidiaries taken as a whole and is
not in default in any material respect in the performance of any obligation,
agreement or condition contained in any bond, debenture, note or any other
evidence of indebtedness, in any indenture, mortgage, deed of trust or any other
agreement or instrument to which the Company is a party or by which the Company
is bound or by which the properties of the Company are bound, and there exists
no condition which, with the passage of time or otherwise, would constitute a
material default under any such document or instrument or result in the
imposition of any penalty or the acceleration of any material indebtedness.

4.7. GOVERNMENTAL PERMITS, ETC. The Company has all necessary
franchises, licenses, certificates and other authorizations from any foreign,
federal, state or local government or governmental agency, department, or body
that are currently necessary for the operation of the business of the Company as
currently conducted and as described in the Placement Memorandum, the absence of
which would have a material adverse effect on the Company.

4.8. FINANCIAL STATEMENTS. The financial statements of the Company
included in the Placement Memorandum present fairly the financial condition of
the Company as of the dates and for the periods indicated. Such financial
statements are fairly presented in accordance with generally accepted accounting
principles (except for the absence of footnote disclosure).

4.9. NO MATERIAL ADVERSE CHANGE. Subsequent to the respective dates as
of which information is given in the Placement Memorandum, and except as
contemplated in the Placement Memorandum, the Company has not incurred any
material liabilities or obligations, direct or contingent, other than in the
ordinary course of business, and there has not been any material adverse change
in the Company's condition (in each case, financial or other), results of
operations, business, prospects, key personnel or capitalization.

4.10. PLACEMENT MEMORANDUM. The information contained or incorporated
by reference in the Placement Memorandum is true and correct in all material
respects as of the date thereof; and the Placement Memorandum does not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading.

SECTION 5. Representations, Warranties and Covenants of the Purchaser.
----------------------------------------------------------

(a) The Purchaser represents and warrants to, and covenants with,
the Company that: (i) the Purchaser is an "accredited investor" as defined in
the regulations under the United States Securities Act of 1933, as amended (the
"Securities Act"); (ii) the Purchaser is acquiring the Shares being purchased
by it for investment and with no present intention of distributing such Shares;
(iii) the Purchaser will not, directly or indirectly, voluntarily offer, sell,
pledge, transfer or otherwise dispose of (or solicit any offers to buy,
purchase or otherwise acquire or take a pledge of) any of the Shares except in
compliance with the Securities Act and the rules and regulations promulgated
thereunder; (iv) the Purchaser has had an opportunity to

4
<PAGE> 5

ask questions and receive answers from the management of the Company regarding
the Company, its business and the offering of the Shares; (v) the Purchaser has,
in connection with its decision to purchase Shares relied solely upon the
Placement Memorandum and the representations and warranties of the Company and
Thermo Electron contained herein; and (vi) the purchase price of the Shares
being purchased by the Purchaser does not represent more than 25% of the net
worth of the Purchaser (exclusive of homes and furnishings).

(b) The Purchaser acknowledges, represents and agrees that:

(i) no action has been or will be taken in any jurisdiction outside
the United States by the Company or the Placement Agents that would permit
an offering of the Shares, or possession or distribution of offering
material in connection with the issue of the Shares, in any country or
jurisdiction outside the United States where action for that purpose is
required. Each Purchaser outside the United States will comply with all
applicable laws and regulations in each foreign jurisdiction in which it
purchases, offers, sells or delivers Shares or has in its possession or
distributes any offering material, in all cases at its own expense. The
Placement Agents are not authorized to make any representation or use any
information in connection with the issue, placement, purchase and sale of
the Shares other than as contained in the Placement Memorandum;

(ii) certificates evidencing the Shares will be delivered to it upon
the purchase thereof with a legend substantially to the following effect:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT
OR AN OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY
TO THE COMPANY) OF COUNSEL SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED.

The Purchaser agrees that any sale, transfer, pledge, hypothecation or other
disposition made by it shall be made in compliance with such legend;

(iii) it understands that it must bear the economic risk of its
investment for an indefinite period of time because the Shares have not
been registered under the Securities Act and, therefore, cannot be sold
unless subsequently registered under the Securities Act or an exemption
from such registration is available; and

(iv) it understands that there is no public market for the Shares.

(c) The Purchaser further represents and warrants to, and
covenants with, the Company that (i) the Purchaser has full right, power,
authority and capacity to enter into

5
<PAGE> 6

this Agreement and to consummate the transactions contemplated hereby and has
taken all necessary action to authorize the execution, delivery and performance
of this Agreement, and (ii) upon the execution and delivery of this Agreement,
this Agreement shall constitute a valid and binding obligation of the Purchaser
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and except as the indemnification agreements of the Purchaser
herein may be legally unenforceable.

SECTION 6. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
Notwithstanding any investigation made by any party to this Agreement or by the
Placement Agents, all covenants, agreements, representations and warranties made
by the Company and the Purchaser herein and in the certificates for the
securities delivered pursuant hereto shall survive the execution of this
Agreement, the delivery to the Purchaser of the securities being purchased and
the payment therefor.

SECTION 7. Registration of the Shares; Compliance with the Securities Act.
--------------------------------------------------------------

7.1. Registration Requirements.
-------------------------

(a) On the first occasion that the Company registers any of its
securities under the Securities Act for sale to the public, whether for its own
account or for the account of other security holders or both (except with
respect to registration statements on Forms S-4, S-8 another form not available
for registering the Shares for sale to the public), it will give written notice
to the Purchasers of its intention to do so. Upon the written request of any
Purchaser received by the Company within 10 days after the giving of any such
notice by the Company, to register any of such Purchaser's Shares (which request
shall state the intended method of disposition thereof), the Company will cause
the Shares as to which registration shall have been so requested to be included
in the securities to be covered by the registration statement (the "IPO
Registration Statement") proposed to be filed by the Company, all to the extent
requisite to permit the sale or other disposition by such Purchaser (in
accordance with its written request) of the Shares so registered. In the event
that the IPO Registration Statement shall be for an underwritten public offering
of Common Stock, the number of Shares to be included in such an underwriting may
be reduced (pro rata among the Purchasers and other persons or entities (other
than the Company) requesting registration based upon the number of Shares
requested to be included) if and to the extent that the managing underwriter
shall be of the opinion that such inclusion would adversely affect the marketing
of the securities to be sold by the Company therein. In any such underwritten
public offering, the selling Purchasers shall become parties to the underwriting
agreement in the form agreed to by the Company and the underwriters. If the
managing underwriter shall be of the opinion that inclusion of any securities in
such registration for sale by selling shareholders would adversely affect the
marketing of the securities to be sold by the Company therein, and no such
secondary securities are to be included therein, the notice provisions of the
first sentence of this paragraph (a) shall be inapplicable.

6
<PAGE> 7
(b) Within 120 days after the closing under the IPO Registration
Statement (or, if earlier, within 10 days after the effective date of the
registration of the Common Stock under Section 12(g) of the Securities Exchange
Act of 1934 if such registration is undertaken otherwise than in connection
with the Company's initial underwritten public offering of its Common Stock),
the Company will file a registration statement (the "Resale Registration
Statement", the IPO Registration Statement and/or the Resale Registration
Statement being referred to herein as the "Registration Statement") under the
Securities Act with respect to the resale of all Shares held by the Purchasers
and not sold pursuant to the IPO Registration Statement, and the Company will
use its best efforts to cause the Resale Registration Statement to become
effective as soon as practicable. Each Purchaser undertakes in connection
therewith to provide in a timely manner all such information and materials and
take all such action as may be required in order to permit the Company to
comply with all applicable legal requirements and to obtain the acceleration of
the effective date of the Resale Registration Statement. Each Purchaser also
agrees that such Purchaser will not publicly re-sell any Shares held by such
Purchaser and not sold pursuant to the IPO Registration Statement for a period
of 120 days after the closing under the IPO Registration Statement provided
that all of the Company's executive officers and directors similarly agree (or
are otherwise effectively precluded during such period from making public
resales of shares of Common Stock owned by them).

The Company will prepare and file with the Securities and Exchange
Commission (the "Commission") such amendments and supplements to the Resale
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep the Resale Registration Statement effective until the earliest
to occur of (i) all of the securities registered thereunder have been sold
pursuant thereto, (ii) the third anniversary of the date of the Closing, or
(iii) until, by reason of Rule 144(k) under the Securities Act or any other rule
of similar effect, the Shares are no longer required to be registered for the
sale thereof by the Purchasers without restriction. The Purchaser acknowledges
that there may occasionally be times when the Company must suspend the use of
the prospectus forming a part of the Resale Registration Statement until such
time as an amendment to the Resale Registration Statement has been filed by the
Company and declared effective by the Commission, or until such time as the
Company has filed an appropriate report with the Commission pursuant to the
Securities Exchange Act of 1934, as amended. The Purchaser hereby covenants that
it will not sell any Shares pursuant to said prospectus during the period
commencing at the time at which the Company gives the Purchaser notice of the
suspension of the use of said prospectus and ending at the time the Company
gives the Purchaser notice that the Purchaser may thereafter effect sales
pursuant to said prospectus.

7.2. Registration Procedures.
-----------------------

(a) The Company will furnish to the Purchaser with respect to the
securities registered under the Registration Statement (and to each underwriter,
if any, of such securities) such number of copies of prospectuses and
preliminary prospectuses in conformity with the requirements of the Securities
Act and such other documents as the Purchaser may reasonably request, in order
to facilitate the public sale or other disposition of all or any of such
securities by the Purchaser; provided, however, that the obligation of the
Company to deliver copies of prospectuses or preliminary prospectuses to the
Purchaser shall be subject to the receipt

7
<PAGE> 8

by the Company of reasonable assurances from the Purchaser that the Purchaser
will comply with the applicable provisions of the Securities Act and of such
other securities or blue sky laws as may be applicable in connection with any
use of such prospectuses or preliminary prospectuses;

(b) The Company will file documents required of the Company for
blue sky clearance in states specified in writing by the Purchaser; provided,
however, that the Company shall not be required to qualify to do business or
consent to service of process in any jurisdiction in which it is not now so
qualified or has not so consented; and

(c) The Company will bear all expenses in connection with each
Registration Statement and with the procedures in paragraphs (a) and (b) of this
Section 7.2 and the registration of the Shares pursuant to the Registration
Statement, other than fees and expenses, if any, of underwriters and of counsel
or other advisers to the Purchaser or the Other Purchasers.

7.3. Indemnification. For the purpose of this Section 7.3:
----------------

(a) the term "Selling Shareholder" shall mean any Purchaser
selling securities pursuant to a Registration Statement, and any affiliate of
such Purchaser;

(b) the term "Registration Statement" shall include any
preliminary prospectus, final prospectus, exhibit, supplement or amendment
included in or relating to either Registration Statement referred to in Section
7.1; and

(c) the term "untrue statement" shall mean any untrue statement
or alleged untrue statement of a material fact in the Registration Statement, or
any omission or alleged omission to state in the Registration Statement a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

The Company and Thermo Electron agree to indemnify and hold harmless
each Selling Shareholder from and against any losses, claims, damages or
liabilities to which such Selling Shareholder may become subject (under the
Securities Act or otherwise) insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon, any untrue statement contained in the Registration Statement, and
the Company and Thermo Electron will reimburse such Selling Shareholder for any
legal or other expenses reasonably incurred in investigating, defending or
preparing to defend any such action, proceeding or claim; provided, however,
that the Company and Thermo Electron shall not be liable in any such case to
the extent that such loss, claim, damage or liability arises out of, or is
based upon, an untrue statement made in such Registration Statement in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of such Selling Shareholder specifically for use in preparation of
the Registration Statement, or the failure of such Selling Shareholder to
comply with the covenants and agreements contained herein respecting sale of
its securities.

8
<PAGE> 9

The Purchaser agrees to indemnify and hold harmless the Company and
Thermo Electron (and each other person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act, each officer of the Company
who signs the Registration Statement and each director of the Company) from and
against any losses, claims, damages or liabilities to which the Company or
Thermo Electron (or any such officer, director or controlling person) may
become subject (under the Securities Act or otherwise), insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
arise out of, or are based upon, any failure of the Purchaser to comply with
the covenants and agreements contained herein, or any untrue statement
contained in the Registration Statement if such untrue statement was made in
reliance upon and in conformity with written information furnished by or on
behalf of the Purchaser specifically for use in preparation of the Registration
Statement, and the Purchaser will reimburse the Company and Thermo Electron (or
such officer, director or controlling person), as the case may be, for any
legal or other expenses reasonably incurred in investigating, defending or
preparing to defend any such action, proceeding or claim.

Promptly after receipt by any indemnified person of a notice of a
claim or the beginning of any action in respect of which indemnity is to be
sought against an indemnifying person pursuant to this Section 7.3, such
indemnified person shall notify the indemnifying person in writing of such claim
or of the commencement of such action, and, subject to the provisions
hereinafter stated, in case any such action shall be brought against an
indemnified person and such indemnifying person shall have been notified
thereof, such indemnifying person shall be entitled to participate therein, and,
to the extent it shall wish, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified person. After notice from the
indemnifying person to such indemnified person of its election to assume the
defense thereof, such indemnifying person shall not be liable to such
indemnified person for any legal expenses subsequently incurred by such
indemnified person in connection with the defense thereof, provided, however,
that if there exists or shall exist a conflict of interest that would make it
inappropriate, in the opinion of counsel to the indemnified person, for the same
counsel to represent both the indemnified person and such indemnifying person or
any affiliate or associate thereof, the indemnified person shall be entitled to
retain its own counsel at the expense of such indemnifying person; provided,
however, that no indemnifying person shall be responsible for the fees and
expenses of more than one separate counsel for all indemnified parties.

The obligations of the Company and Thermo Electron under this Section
7.3 shall be joint and several.

7.4. TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions
precedent imposed by this Agreement upon the transferability of the Shares as
relates to securities laws matters shall cease and terminate as to any
particular number of the Shares when such securities shall have been effectively
registered under the Securities Act and sold or otherwise disposed of in
accordance with the intended method of disposition set forth in the Registration
Statement covering such securities or at such time as an opinion of counsel
satisfactory to the Company shall have been rendered to the effect that such
conditions are not necessary in order to comply with the Securities Act.

9
<PAGE> 10

7.5. INFORMATION AVAILABLE. Until the first Registration Statement is
effective, the Company will furnish to the Purchaser:

(a) as soon as practicable after available one copy of its year
end and quarterly consolidated financial statements prepared in accordance with
generally accepted accounting principles, such year end statements to be
audited; and

(b) upon the reasonable request of the Purchaser, any other
information concerning the Company.

SECTION 8. BROKER'S FEE. The Purchaser acknowledges that the Company
intends to pay to the Placement Agents a fee in respect of this transaction, as
well as reimbursement of their expenses. The parties hereto hereby represent
that there are no other brokers or finders entitled to compensation in
connection with the transactions contemplated hereby except for arrangements by
the Placement Agents to share a portion of their fee with certain other brokers
as selling group members.

SECTION 9. INDEMNIFICATION. The Company and Thermo Electron jointly and
severally agree to indemnify and hold harmless the Purchaser from and against
any losses, claims, damages or liabilities, together with all reasonable costs
and expenses related thereto (including, without limitation, reasonable legal
fees and expenses), which would not have been incurred if (a) all of the
representations and warranties of the Company and Thermo Electron herein had
been true and correct when made or (b) all of the covenants and agreements of
the Company and Thermo Electron herein had been duly complied with and
performed.

SECTION 10. NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing, shall be sent by first-class
registered or certified mail, or by an established courier service, and shall be
deemed given when so sent:

(a) if to the Company, to:
President
504 Airport Road
Santa Fe, New Mexico 87504

with a copy to:

General Counsel
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02254

or to such other person at such other place as the Company shall designate to
the Purchaser in writing; and

10
<PAGE> 11

(b) if to Thermo Electron, to:

General Counsel
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02254

or to such other person at such other place as Thermo Electron shall designate
to the Purchaser in writing; and

(c) if to the Purchaser, at its address as set forth at the end of
this Agreement, or at such other address or addresses as may have been furnished
to the Company in writing.

SECTION 11. CHANGES. Any term of the Agreements may be amended or
compliance therewith waived with the written consent of the Company, Thermo
Electron and the holders (other than Thermo Electron and its subsidiaries) of a
majority of the Shares purchased pursuant to the Agreements (whether at the
Closing or subsequent closings).

SECTION 12. HEADINGS. The headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be part of this Agreement.

SECTION 13. SEVERABILITY. In case any provision contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.

SECTION 14. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the Commonwealth of
Massachusetts and United States federal law.

SECTION 15. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and an
original or conformed copy delivered to the other parties.

11
<PAGE> 12

IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be executed by their duly authorized representatives as of the
following date.

Dated: ________, 1995 THERMO BIOANALYSIS CORPORATION

Shares Allocated to By:
the Purchaser:__________ -----------------------------
Title:

THERMO ELECTRON CORPORATION

By:
-----------------------------
Title:

<PAGE> 13

PURCHASER SIGNATURE PAGE
------------------------

The undersigned Purchaser hereby executes the Stock Purchase Agreement with
Thermo BioAnalysis Corporation and Thermo Electron Corporation and hereby
authorizes this signature page to be attached to a counterpart of such document
executed by a duly authorized officer of Thermo BioAnalysis Corporation and
Thermo Electron Corporation.

Maximum Number of Shares ----------------------------------
to be Purchased:________________ Name of Purchaser -- PLEASE
PRINT OR TYPE

U. S. Taxpayer ID No., if any: [SIGN HERE]:

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

By:
-------------------------------

Title:
----------------------------

Address:
--------------------------

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

Please set out below your registration requirements:

Name in which Shares
are to be registered:
------------------------------

Address of registered holder (if different
from above):
------------------------------

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

Contact name and telephone
number regarding settlement
and registration:
----------------------------
Name

----------------------------
Telephone Number

<PAGE> 1

EXHIBIT 11

THERMO BIOANALYSIS CORPORATION

COMPUTATION OF EARNINGS PER SHARE

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
-------------------------------------------- -------------------------------
JANUARY 1, DECEMBER 31, DECEMBER 30, SEPTEMBER 30, SEPTEMBER 28,
1994 1994 1995 1995 1996
---------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
COMPUTATION OF PRIMARY EARNINGS
(LOSS) PER SHARE:
Net Income (Loss)(a)................ $2,538,000 $2,400,000 $2,514,000 $1,938,000 $(1,896,000)
---------- ---------- ---------- ---------- -----------
Shares:
Weighted average shares
outstanding..................... 6,500,000 6,500,000 7,693,637 7,557,684 8,134,467
Add: Shares issuable from assumed
exercise of options (as
determined by the application of
the treasury stock method)...... 117,450 117,450 117,450 117,450 78,300
---------- ---------- ---------- ---------- -----------
Weighted average shares, as
adjusted(b)..................... 6,617,450 6,617,450 7,811,087 7,675,134 8,212,767
---------- ---------- ---------- ---------- -----------
Primary Earnings (Loss) per Share
(a)/(b)........................... $ .38 $ .36 $ .32 $ .25 $ (.23)
========== ========== ========== =========== ===========
</TABLE>

<PAGE> 1

EXHIBIT 21

SUBSIDIARIES

JURISDICTION OF %
SUBSIDIARY INCORPORATION OWNERSHIP

DYNEX Technologies (Asia) Inc. Delaware 100
DYNEX Technologies Inc. Virginia 100
Thermo BioAnalysis GmbH Germany 100
Dynatech Deutschland GmbH Germany 100
Thermo LabSystems Vertriebs GmbH Germany 100
Dynatech Laboratories spol. s.r.o. Czech Republic 100
Thermo BioAnalysis (Guernsey) Limited Channel Islands 100
Thermo BioAnalysis Ltd. United Kingdom 100
ThermoFast U.K. Limited United Kingdom 100
Thermo BioAnalysis S.A. France 100
Thermo LabSystems Inc. Massachusetts 100

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Thermo BioAnalysis Corporation:

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
January 20, 1997

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-1 of
our report dated July 19, 1996, on our audits of the financial statements of
Dynatech Medical Products Limited. We also consent to the reference to our firm
under the caption "Experts."

Guernsey, Channel Islands
January 20, 1997 COOPERS & LYBRAND

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To DYNEX Technologies Division of Dynatech Corporation:

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
January 20, 1997

<PAGE> 1

EXHIBIT 23.4

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Affinity Sensors and LabSystems Divisions of Fisons plc:

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.

ARTHUR ANDERSEN

Cambridge, England
January 20, 1997