METRIKA SYSTEMS CORP, S-1, 1997-04-15

METRIKA SYSTEMS CORP
S-1, 1997-04-15

Previous: GENERAL CIGAR HOLDINGS INC, 10-Q, 1997-04-15

Next: TRITON SYSTEMS INC / FA, S-1/A, 1997-04-15

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1997

REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

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

METRIKA SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------

<TABLE>
<S> <C> <C>
DELAWARE 3823 33-0733537
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

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

5788 PACIFIC CENTER BOULEVARD
SAN DIEGO, CA 92121
(619) 450-9649
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

SANDRA L. LAMBERT, SECRETARY
METRIKA SYSTEMS CORPORATION
C/O THERMO ELECTRON CORPORATION
81 WYMAN STREET
P. O. BOX 9046
WALTHAM, MA 02254-9046
(617) 622-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

Copies to:

<TABLE>
<S> <C>
SETH H. HOOGASIAN, ESQ. EDWIN L. MILLER, JR., ESQ.
GENERAL COUNSEL TESTA, HURWITZ & THIBEAULT, LLP
METRIKA SYSTEMS CORPORATION 125 HIGH STREET
C/O THERMO ELECTRON CORPORATION BOSTON, MASSACHUSETTS 02110
81 WYMAN STREET (617) 248-7000
WALTHAM, MASSACHUSETTS 02254-9046
(617) 622-1000
</TABLE>

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

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. [ ]

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>
<CAPTION>
PROPOSED
MAXIMUM
AGGREGATE
TITLE OF EACH CLASS OF OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1) REGISTRATION FEE(1)
<S> <C> <C>
- ---------------------------------------------------------------------------
Common Stock, $.01 par value.................. $39,330,000 $11,919
===========================================================================
</TABLE>

(1) Calculated pursuant to Rule 457(o).
------------------------

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
APRIL 15, 1997
PROSPECTUS

3,000,000 SHARES

METRIKA SYSTEMS CORPORATION

COMMON STOCK
($.01 PAR VALUE)

All of the shares of Common Stock offered hereby are being sold by Metrika
Systems Corporation ("Metrika Systems" or the "Company"), a majority-owned
subsidiary of Thermo Instrument Systems Inc. ("Thermo Instrument"), which is a
majority-owned subsidiary of Thermo Electron Corporation ("Thermo Electron").
Following the offering, Thermo Instrument will own approximately 67% of the
outstanding shares of Common Stock of the Company (assuming no exercise of the
Underwriters' over-allotment option).

Prior to this offering, there has been no public market for the Common Stock of
the Company. It is currently estimated that the initial public offering price
will be between $7.50 and $9.50 per share. See "Underwriting" for information
relating to the factors to be considered in determining the initial public
offering price. Application has been made to list the Common Stock on the
American Stock Exchange.

SEE "RISK FACTORS" COMMENCING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES 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.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT COMPANY(1)
<S> <C> <C> <C>
Per Share................................ $ $ $
Total(2)................................. $ $ $
- ----------------------------------------------------------------------------------------------------------
</TABLE>

(1) Before deducting expenses payable by the Company estimated at $700,000.
(2) The Company has granted to the Underwriters a 30-day option to purchase up
to an additional 450,000 shares of Common Stock solely to cover
over-allotments, if any. If this option is fully exercised, the total price
to the public would be $ , the total underwriting discount would be
$ and the total proceeds to the Company before estimated expenses
would be $ . See "Underwriting."

The Common Stock is offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the shares of Common Stock will be made at the
office of Salomon Brothers Inc, Seven World Trade Center, New York, New York, or
through the facilities of The Depository Trust Company, on or about
, 1997.

SALOMON BROTHERS INC
LEHMAN BROTHERS
SMITH BARNEY INC.
CAZENOVE & CO.

The date of this Prospectus is , 1997.
<PAGE> 3
ARTWORK DESCRIPTIONS FOR INSIDE FRONT COVER

Photo 1 -- Plastics quality control system

The Company's quality control systems for the plastics industry measure and
control the thickness of the plastic film and coatings on web material. The
measurements are made on-line in the process at the point of manufacture,
enabling adjustments to occur immediately, thereby reducing material waste.

Photo 2 -- Cold gauge strip system

The Company manufactures both hot and cold thickness gauges for use in the
steel industry. The hot gauges can be placed closer to the actuator than
conventional cold gauges, allowing earlier adjustments, thus decreasing waste.
Both systems are sold with or without the Company's automated process
optimization software.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING BY ENTERING STABILIZING BIDS, EFFECTING SYNDICATE COVERING
TRANSACTIONS OR IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "UNDERWRITING."

2
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing elsewhere
in this Prospectus. Except as otherwise indicated, all information in this
Prospectus assumes that the Underwriters' over-allotment option will not be
exercised. Investors should carefully consider the information set forth under
the heading "Risk Factors."

THE COMPANY

Metrika Systems Corporation ("Metrika Systems" or the "Company") develops,
manufactures and markets on-line industrial process optimization systems that
employ proprietary ultra-high speed advanced scientific measurement
technologies. The Company pioneered the development of process optimization
systems that provide real-time, non-destructive analysis of the composition of
raw materials in basic materials production processes, including coal, cement
and minerals. The Company also manufactures advanced systems which are used to
measure and control parameters such as material thickness, coating thickness and
coating weight in web-type materials, such as metal strip, rubber and plastic
foils. The Company is a technological leader in quality control systems used
primarily for Hot Dip Galvanizing lines and tomographic thickness profile
gauges. Customers use these systems to improve product quality and consistency,
lower material costs, reduce energy consumption and minimize waste. The Company
believes that the current total annual worldwide market for process optimization
instruments and systems is in excess of $2 billion. The Company believes its
process optimization products and systems currently address an annual market
segment of approximately $500 million.

The Company's systems make real-time, on-line, non-invasive,
non-destructive, precise measurements of materials using advanced scientific
measurement techniques, including gamma spectroscopy, beta particle detection,
laser spectroscopy, x-ray fluorescence and ultrasound. The Company's systems
incorporate proprietary intelligent sensors that have been developed for
specific production processes along with ultra-high speed signal processing
electronics capable of processing, in some cases, up to one million events per
second. These systems can be combined with the Company's proprietary real-time
software to form integrated process optimization systems designed to fit the
customer's specific application. The Company has developed a reputation for
rugged and reliable sensor technology capable of operating in hostile industrial
environments. The Company's products can generate significant savings to the
customer as a result of reduced manufacturing costs, reduced material waste,
decreased energy costs and in some cases, savings in capital investment.

The Company's strategy is to capitalize on the large market opportunities
for advanced measurement systems in the basic materials industries and to
exploit its core competencies and proprietary technologies through an evolving
series of optimization systems. As part of this strategy, the Company intends to
expand the geographic scope of its addressed markets. In particular, the Company
intends to expand the market presence of its on-line finished materials quality
control products in Asia, the U.S. and Latin America by drawing on the global
market expertise and existing global sales force of its on-line raw materials
analyzer business. In addition, the Company intends to aggressively pursue
market opportunities for its on-line raw materials analyzer products created by
the rapid infrastructure development and new manufacturing capacity occurring in
Asia and Latin America. Further, the Company intends to pursue opportunities to
retrofit the large existing base of coal mines, coal-burning utilities and
cement plants with its on-line process optimization systems. The Company also
intends to target new industries such as the pharmaceutical, agrochemical,
industrial chemical and glass industries and plans to make strategic
acquisitions of complementary businesses.

3
<PAGE> 5

of the Company's common stock. Unless the context otherwise requires, references
in this Prospectus to the Company or Metrika Systems refer to Metrika Systems
Corporation and its subsidiaries and the predecessor business which constitute
the Company. The Company's on-line raw materials analyzer business is conducted
by its Gamma-Metrics subsidiary based in San Diego, California, and its on-line
finished materials quality control business is conducted by its Radiometrie
division with operations in Erlangen, Germany and Gloucester, England. The
Company's principal executive offices are located at 5788 Pacific Center
Boulevard, San Diego, California 92121, and its telephone number is (619)
450-9649.

THE OFFERING

<TABLE>
<S> <C>
Common Stock Offered by the Company.......... 3,000,000 shares
Common Stock to be Outstanding after the
Offering(1)................................ 14,935,667 shares
Proposed AMEX Symbol......................... MKA
Use of Proceeds.............................. General corporate purposes, including possible
acquisitions and research and development
funding.
</TABLE>

- ---------------
(1) Does not include 600,000 shares of Common Stock reserved for issuance under
the Company's stock-based compensation plans. As of March 31, 1997, no
options to purchase shares of Common Stock had been granted under these
plans. See "Capitalization," "Management -- Compensation of Directors" and
"-- Compensation of Executive Officers" and Note 2 to Consolidated Financial
Statements.

4
<PAGE> 6

SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PREDECESSOR(1)
-------------- THE COMPANY(1)(2)
APRIL 1, -------------------------------------
1992
THROUGH FISCAL YEAR
JANUARY 13, -------------------------------------
1993(3) 1993(3) 1994 1995 1996
-------------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.................................. $ 14,076 $19,809 $38,612 $46,032 $52,047
Gross Profit.............................. 4,518 8,397 16,455 20,265 23,520
Research and Development Expenses......... 1,012 1,344 2,259 2,580 3,024
Operating Income (Loss)................... (456) 1,471 3,940 6,045 7,101
Net Income (Loss)......................... (372) 591 1,767 2,852 3,845
Earnings per Share(4)..................... .06 .17 .28 .37
Weighted Average Shares(4)................ 10,344 10,344 10,344 10,397
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 28, 1996
---------------------
AS
ACTUAL ADJUSTED(5)
------- -----------
<S> <C> <C>
BALANCE SHEET DATA (AT END OF PERIOD):
Working Capital........................................................ $ 8,705 $31,848
Total Assets........................................................... 66,766 89,909
Long-term Obligation................................................... 5,223 5,223
Shareholders' Investment............................................... 24,861 48,004
</TABLE>

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

(1) The fiscal year ended January 1, 1994 represents the Company's results of
operations from January 14, 1993, the date Gamma-Metrics (the "Predecessor")
was acquired by Thermo Instrument, through January 1, 1994. In addition, the
results of operations for the fiscal year ended January 1, 1994 include the
results of operations from the Company's on-line finished materials quality
control business, acquired October 1993. The period prior to January 14,
1993 represents the results of Gamma-Metrics prior to its acquisition by
Thermo Instrument.

(2) The Company's 1993, 1994, 1995 and 1996 fiscal years set forth in this table
and referred to elsewhere in this Prospectus, ended on January 1, 1994,
December 31, 1994, December 30, 1995 and December 28, 1996, respectively.

(3) Derived from unaudited financial statements.

(4) Pursuant to Securities and Exchange Commission requirements, earnings per
share for the Company have been presented for all periods subsequent to
January 13, 1993. Shares outstanding for such periods represent 10,000,000
shares issued to Thermo Instrument in connection with the initial
capitalization of the Company, and in 1996 the effect of shares sold through
a private placement, as well as the incremental effect of the assumed
issuance of the private placement shares issued within one year prior to the
Company's proposed initial public offering for all periods subsequent to
January 13, 1993.

(5) Adjusted to reflect the sale by the Company of 3,000,000 shares of Common
Stock offered hereby at an assumed initial public offering price of $8.50
per share, after deducting estimated underwriting discounts and commissions
and offering expenses payable by the Company.

5
<PAGE> 7

RISK FACTORS

In addition to the other information in this Prospectus, investors should
carefully consider the following risk factors when evaluating an investment in
the shares of Common Stock offered hereby. This Prospectus contains
forward-looking statements that involve risks and uncertainties, such as
statements of the Company's plans, objectives, expectations and intentions. The
cautionary statements made in this Prospectus should be read as being applicable
to all forward-looking statements wherever they appear in this Prospectus. The
Company's actual results could differ materially from those discussed herein.
Factors that could cause or contribute to such differences include those
discussed below, as well as those discussed elsewhere in this Prospectus.

Dependence on Capital Spending Policies. The Company's customers include
coal burning utilities, coal mines, cement manufacturers, and manufacturers of
web-type materials such as steel, plastic and rubber. 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 process control equipment or techniques and
policies regarding capital expenditures during recessions. Any decrease in
capital spending by these customers could have a material adverse effect on the
Company's business and results of operations. Further, the Company's growth is
dependent in part on construction and upgrade of manufacturing plants in the
basic materials industries. A recession in one or more markets could cause a
slowdown or reduction in capital spending and in new plant construction. Growth
of the Company's on-line finished materials quality control business has
recently been adversely affected by a recession in Germany.

Uncertainty of Market Acceptance of New Products. Certain of the Company's
products represent alternatives to traditional instruments and methods. As a
result, such products 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. Further,
because on-line process control systems are incorporated into a customer's
production line, a decision to invest in these systems involves significant
operating risks if the system fails or shuts down. The Company intends to expand
its product base by adapting its proprietary technologies for new applications
in broader industry segments including the pharmaceutical, agrochemical and
industrial chemical industries. The Company believes that, to a significant
extent, its growth prospects depend on the continuing acceptance by a broader
group of customers and by broader industry segments of its new products and
technologies. There can be no assurance that the Company will be successful in
adapting its proprietary technologies for new applications, in obtaining these
acceptances or, if obtained, that such acceptances will be sustained. The
failure of the Company to obtain and sustain such acceptances could have a
material adverse effect on the Company's business and results of operations.

Technological Change and New Products. The market for on-line process
optimization systems is characterized by changing technology, evolving industry
standards and new product introductions. The Company's future success will
depend in part upon its ability to enhance its existing products and to develop
and introduce new products and technologies to meet changing customer
requirements and to successfully serve broader industry segments. The Company is
currently devoting significant resources toward the enhancement of its existing
products and the development of new products and technologies. There can be no
assurance that the Company will successfully complete the enhancement and
development of these products in a timely fashion or that the Company's current
or future products will satisfy the needs of the on-line process optimization
systems markets. Any failure to complete the enhancement and development of
these products or the failure of the Company's current or future products to
satisfy market needs could have a material adverse effect on the Company's
business and results of operation.

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.

6
<PAGE> 8

Promising acquisitions are difficult to identify and complete for a number of
reasons, including competition among prospective buyers, the need for regulatory
approvals, including antitrust approvals, and the high valuations of businesses
resulting from historically high stock prices in many countries. 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 business. 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.

International Operations and International Sales. In 1994, 1995 and 1996,
sales originating outside the U.S. accounted for 59%, 58% and 56%, respectively,
of the Company's total revenues. In addition, in 1994, 1995 and 1996, U.S.
export sales accounted for 24%, 23% and 26%, respectively, of the Company's
total revenues. The Company anticipates that sales outside the U.S. and U.S.
export sales will continue to account for a significant percentage of the
Company's total revenues. 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; U.S. export
licenses may be difficult to obtain; the protection of intellectual property in
foreign countries may be more difficult to enforce; and fluctuations in exchange
rates may affect product demand and may adversely affect the profitability in
U.S. dollars of products and services provided by the Company in foreign markets
where payment for the Company's products and services is made in the local
currency. In 1996, effects of currency translation, due to a stronger U.S.
dollar, decreased revenues by $0.9 million. Further, a significant portion of
the Company's business is conducted in foreign countries, particularly Germany.
Foreign operations are also subject to certain risks such as general economic
conditions in the countries in which the Company operates, unexpected changes in
regulatory requirements, compliance with a variety of foreign laws and
regulations and overlap of different tax structures. 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. There can be no assurance that any of these
factors will not have a material adverse effect on the Company's business and
results of operations.

Competition. The Company encounters intense competition in the sale of its
on-line finished materials quality control products. The Company believes that
the principal competitive factors affecting the market for on-line process
optimization systems include quality and reliability, accuracy, price, customer
service and support, ease of use, distribution channels, technical features and
compatibility with customers' manufacturing processes. Certain of the Company's
competitors have greater resources, manufacturing and marketing capabilities,
technical staff and production facilities than those of 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 can the Company. Further, competition
with respect to all of the Company's products could increase if new companies
enter the market or if existing competitors expand their product lines. There
can be no assurance that competitors of the Company will not develop
technological innovations that will render products of the Company obsolete.

Proprietary Rights. Proprietary rights relating to the Company's products
will be protected from unauthorized use by third parties only to the extent that
they are covered by valid and enforceable patents or are maintained in
confidence as trade secrets. The Company has 11 U.S. patents which have
expiration dates ranging from 1998 through 2012. The Company also owns
corresponding foreign patents in a number of jurisdictions throughout the world.
There can be no assurance that any patents now or hereafter owned by the Company
will afford protection against competitors. Proceedings initiated by the Company
to protect its proprietary rights could result in substantial costs to the
Company. There can be no assurance that competitors of the Company, some of whom
have substantially greater resources than those of the Company, will not
initiate litigation to challenge the validity of the Company's

7
<PAGE> 9

patents, or that they will not use their resources to design comparable products
that do not infringe the Company's patents. The Company could incur substantial
costs and diversion of management resources with respect to the defense of any
such claims, which could have a material adverse effect on the Company's
business, financial condition, and results of operation. Furthermore, parties
making such claims could secure a judgment awarding substantial damages, as well
as injunctive or other equitable relief, which could effectively block the
Company's ability to make, use, sell, distribute or market its products and
services in the U.S. and abroad. There may also be pending or issued patents
held by parties not affiliated with the Company that relate to the Company's
products or technologies. In the event that a claim relating to proprietary
technology or information is asserted against the Company, the Company may need
to acquire licenses to, or contest the validity of, any such competitor's
proprietary technology. It is likely that significant funds would be required to
contest the validity of any such competitor's proprietary technology. There can
be no assurance that any license required under any such competitor's
proprietary technology would be made available on acceptable terms or that the
Company would prevail in any such contest. There can be no assurance that the
steps taken by the Company to protect its proprietary rights will be adequate to
prevent misappropriation of its technology or independent development by others
of similar technology. In addition, the laws of some jurisdictions do not
protect the Company's proprietary rights to the same extent as the laws of the
U.S. There can be no assurance that these protections will be adequate.

Dependence on Sole-source Suppliers. Various components of the Company's
products are supplied by sole-source vendors. The Company has not experienced
significant difficulty in obtaining adequate supplies from these vendors, and
has identified alternate suppliers. However, there can be no assurance that the
unanticipated loss of a single vendor would not result in delays in shipment or
in the introduction of new products. Any such delays could have a material
adverse effect on the Company's business or results of operations.

Government Regulations and Approvals. The market for certain of the
Company's products, both in the U.S. and abroad, is subject to or influenced by
various domestic and foreign clean air and consumer protection laws. The Company
designs, develops and markets its products, in part, to meet customer needs
created by existing and anticipated regulations, and any changes in these
regulations may adversely affect consumer demand for the Company's products.

Potential Fluctuations in Quarterly Performance. Many of the Company's
products are large systems that may require significant capital expenditures.
Consequently, the timing of sales of these systems could affect the Company's
quarterly earnings. Further, the Company's quarterly operating results may also
vary significantly depending on a number of other factors, including the size,
timing and shipment of individual orders, changes in pricing by the Company or
its competitors, discount levels, seasonality of revenue, foreign currency
exchange rates, the mix of products sold, the timing of the announcement,
introduction and delivery of new product enhancements by the Company and its
competitors and general economic conditions. Generally, the Company recognizes
product revenues upon shipment of its products. Revenues on substantially all
contracts are recognized using the percentage-of-completion method. Typically,
the Company experiences higher revenues in the second half of each year due to
seasonality experienced by its on-line finished materials quality control
business primarily because customers tend to place their orders earlier in the
year so that they can have the systems installed either during the holiday
season in the third quarter or between Christmas and the New Year. Because
certain operating expenses of the Company are based on anticipated capacity
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. There can
be no assurance that any of these factors will not have a material adverse
effect on the Company's business or results of operation.

Dependence on Key Personnel. The Company's success depends to a
significant extent upon a number of key employees, including members of senior
management. The loss of the services of one or more of these key employees could
have a material adverse effect on the Company. The Company believes that its
future success will depend in part on its ability to attract, motivate and
retain highly skilled technical, managerial and marketing personnel. Competition
for such personnel is intense and

8
<PAGE> 10

there can be no assurance that the Company will be successful in attracting,
motivating and retaining key personnel. The failure to hire and retain such
personnel could materially adversely affect the Company's business and results
of operations.

Shares Eligible for Sale After this Offering. At the conclusion of the
120-day period following the closing of this offering, the Company will file a
registration statement pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), covering the resale of 1,935,667 shares of Common Stock held
by existing investors other than Thermo Instrument. The 10,000,000 shares of
Common Stock owned by Thermo Instrument will become eligible for sale under Rule
144 promulgated under the Securities Act commencing in November 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. Thermo Instrument and the Company have agreed not to sell any
shares of Common Stock for a 180-day period after the date of this Prospectus,
other than (i) shares of Common Stock to be sold to the Underwriters in this
offering, (ii) the grant of options to purchase shares of Common Stock pursuant
to existing stock-based compensation plans, and (iii) shares of Common Stock
issuable upon conversion of securities outstanding on the date of this
Prospectus.

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. See "Relationship
with Thermo Electron and Thermo Instrument," "Shares Eligible for Future Sale"
and "Underwriting."

Immediate and Substantial Dilution. Purchasers of the Common Stock offered
hereby will incur an immediate and substantial dilution in the net tangible book
value per share of the Common Stock from the initial public offering price.
Additional dilution is likely to occur upon the exercise of outstanding stock
options. See "Dilution."

No Public Market; Potential Volatility of Stock Price. Prior to this
offering there has been no public market for the Common Stock and there can be
no assurance that an active trading market will develop or be sustained after
this offering. The initial offering price of the Common Stock will be determined
by negotiations between the Company and the Representatives of the Underwriters
and may not be indicative of future market prices. See "Underwriting" for a
discussion of the factors to be considered in determining the initial public
offering price. Factors such as fluctuations in the Company's operating results,
announcements of technological innovations or new contracts or products by the
Company or its competitors, government regulation and approvals, developments in
patent or other proprietary rights and market conditions for stocks of companies
similar to the Company could have a significant impact on the market price of
the Common Stock. There can be no assurance that the market price of the Common
Stock will not decline below the initial offering price.

Potential Conflict of Interest. 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 both the short-term and the long-term impact of
operating decisions on the Company as well as the impact of such decisions on
the consolidated financial results of Thermo Instrument and Thermo Electron. The
interest of Thermo Electron and Thermo Instrument on the one hand and the
Company on the other hand may differ. The Company is an indirect subsidiary of
Thermo Electron and is a party to various agreements with Thermo Electron. These
agreements may limit the Company's operating flexibility. See "Relationship with
Thermo Electron and Thermo Instrument."

Lack of Voting Control. The Company's shareholders do not have the right
to cumulate votes for the election of directors. Thermo Instrument, which will
own 67% of the voting stock of the Company after this offering, has the power to
elect the entire Board of Directors of the Company and to approve or disapprove
any corporate actions submitted to a vote of the Company's stockholders. See
"Relationship

9
<PAGE> 11

with Thermo Electron and Thermo Instrument" and "Security Ownership of Certain
Beneficial Owners and Management."

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."

THE COMPANY

The Company operated as two divisions of Thermo Instrument Systems Inc.
("Thermo Instrument") until its incorporation as a Delaware corporation in
November 1996. In connection with the Company's incorporation, Thermo Instrument
transferred to the Company the assets, liabilities and businesses of its
Gamma-Metrics subsidiary and Radiometrie division in exchange for 10,000,000
shares of the Company's common stock. As of March 31, 1997, Thermo Instrument
beneficially owned approximately 84% of the Company's outstanding Common Stock.
Unless the context otherwise requires, references in this Prospectus to the
Company or Metrika Systems refer to Metrika Systems Corporation and its
subsidiaries and the predecessor business which constitute the Company. The
Company's on-line raw materials analyzer business is conducted by its
Gamma-Metrics subsidiary based in San Diego, California, and its on-line
finished materials quality control business is conducted by its Radiometrie
division with operations in Erlangen, Germany and Gloucester, England. The
Company's principal executive offices are located at 5788 Pacific Center
Boulevard, San Diego, California 92121, and its telephone number is (619)
450-9649.

USE OF PROCEEDS

The net proceeds to be received by the Company from this offering are
estimated to be $23,143,000 (approximately $26,719,000 if the Underwriters'
over-allotment option is exercised in full) assuming an initial offering price
of $8.50 per share and after deducting estimated underwriting discounts and
commissions and offering expenses. The principal purposes of this offering are
to increase the Company's equity capital, to create a public market for the
Common Stock and to facilitate future access by the Company to public equity
markets. The Company intends to use the net proceeds from this offering for
general corporate purposes, including the possible acquisition of one or more
businesses, and to fund research and development with respect to new products.
The Company, however, has no specific agreements or commitments with respect to
any acquisitions that would be material to the Company. Pending these uses, the
Company expects to invest the net proceeds from this offering primarily in
investment grade interest bearing or dividend bearing instruments, either
directly by the Company or pursuant to a repurchase agreement with Thermo
Electron in which the Company would in effect lend excess cash to Thermo
Electron, on a collaterized basis at market interest rates. See "Relationship
with Thermo Electron and Thermo Instrument -- Miscellaneous".

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.

10
<PAGE> 12

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
December 28, 1996, and as adjusted to give effect to the sale of the shares of
Common Stock offered hereby, after deducting underwriting discounts and
commissions and estimated offering expenses payable by the Company.

<TABLE>
<CAPTION>
DECEMBER 28, 1996
-----------------------
ACTUAL AS ADJUSTED
------- -----------
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Notes Payable and Current Maturities of Long-term Obligation......... $11,578 $11,578
======= =======

Long-term Obligation................................................. $ 5,223 $ 5,223
------- -------
Shareholders' Investment:
Common stock, $.01 par value, 25,000,000 shares authorized;
11,935,667 shares issued and outstanding and 14,935,667 shares
as adjusted (1)................................................. 119 149
Capital in excess of par value..................................... 25,991 49,104
Retained earnings.................................................. 298 298
Cumulative translation adjustment.................................. (1,547) (1,547)
------- -------
Total Shareholders' Investment............................. 24,861 48,004
------- -------
Total Capitalization (Long-term Obligation and
Shareholders' Investment)................................ $30,084 $53,227
======= =======
</TABLE>

- ---------------
(1) Does not include 600,000 shares of Common Stock reserved for issuance under
the Company's stock-based compensation plans. As of March 31, 1997, no
options to purchase shares of Common Stock had been granted under these
plans. See "Management -- Compensation of Directors" and "-- Compensation of
Executive Officers" and Note 2 of Notes to Consolidated Financial
Statements.

11
<PAGE> 13

DILUTION

As of December 28, 1996, the Company had a net tangible book value of
$10,830,000, or $.91 per share. Net tangible book value per share is determined
by dividing net tangible book value (total tangible assets less total
liabilities) of the Company by the number of shares of Common Stock outstanding.
After giving effect to the sale by the Company of 3,000,000 shares of Common
Stock offered hereby (after deducting the estimated underwriting discounts and
commissions and offering expenses), the pro forma net tangible book value of the
Company as of December 28, 1996 would have been $33,973,000, or $2.27 per share.
This represents an immediate increase in net tangible book value of $1.36 per
share to the existing shareholders and an immediate dilution in net tangible
book value of $6.23 per share to investors purchasing Common Stock in this
offering. See "Risk Factors -- Immediate and Substantial Dilution." The
following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed price to public................................................... $8.50
Net tangible book value per share as of December 28, 1996, before this
offering............................................................. $ .91
Increase per share attributable to this offering........................ 1.36
---
Pro forma net tangible book value per share as of December 28, 1996, after
this offering(1)........................................................ 2.27
Dilution per share to new investors(1).................................... $6.23
</TABLE>

- ---------------
(1) If the Underwriters' over-allotment option were exercised in full, the pro
forma net tangible book value per share after this offering would be $2.44,
resulting in an immediate dilution of $6.06 per share to investors
purchasing shares in this offering. See "Underwriting."

The following table sets forth as of December 28, 1996 the number of shares
of Common Stock purchased from the Company, the total consideration paid to the
Company and the average price paid per share by existing shareholders and by
investors purchasing shares of Common Stock in this offering:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
---------------------- ----------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
---------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Thermo Instrument (1)............. 10,000,000 67% $12,582,000 24% $1.26
Other existing investors(2)....... 1,935,667 13 14,518,000 28 7.50
New investors..................... 3,000,000 20 25,500,000 48 8.50
---------- --- ---------- ---
Total................... 14,935,667 100% $52,600,000 100%
========== === ========== ===
</TABLE>

- ---------------
(1) Represents the book value of net assets transferred or contributed by Thermo
Instrument to the Company in exchange for 10,000,000 shares of the Company's
Common Stock.

(2) Represents the price paid for shares of Common Stock purchased for cash.

12
<PAGE> 14

SELECTED FINANCIAL INFORMATION

The selected financial information below for the fiscal year ended December
31, 1994 and as of and for the fiscal years ended December 30, 1995 and December
28, 1996 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 as of December 31, 1994 and as of and for the
fiscal year ended January 1, 1994 and the period from April 1, 1992 through
January 13, 1993 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.

<TABLE>
<CAPTION>
PREDECESSOR(1) THE COMPANY(1)
-------------- ------------------------------------------
APRIL 1, 1992
THROUGH FISCAL YEAR
JANUARY 13, ------------------------------------------
1993 1993 1994 1995 1996
-------------- ------- -------- -------- -------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues...................................... $ 14,076 $19,809 $ 38,612 $ 46,032 $52,047
-------------- ------- -------- -------- -------
Costs and Operating Expenses:
Cost of revenues.......................... 9,558 11,412 22,157 25,767 28,527
Selling, general and administrative
expenses................................ 3,962 5,582 10,256 11,640 13,395
Research and development expenses......... 1,012 1,344 2,259 2,580 3,024
-------------- ------- -------- -------- -------
14,532 18,338 34,672 39,987 44,946
-------------- ------- -------- -------- -------
Operating Income (Loss)....................... (456) 1,471 3,940 6,045 7,101
Interest Expense.............................. (36) (274) (718) (1,146) (796)
Interest Income............................... -- 36 34 21 101
-------------- ------- -------- -------- -------
Income (Loss) Before Provision for Income
Taxes....................................... (492) 1,233 3,256 4,920 6,406
Provision for (Benefit from) Income Taxes..... (120) 642 1,489 2,068 2,561
-------------- ------- -------- -------- -------
Net Income (Loss)............................. $ (372) $ 591 $ 1,767 $ 2,852 $ 3,845
============= ======= ======== ======== =======
Earnings per Share(2)......................... $ .06 $ .17 $ .28 $ .37
======= ======== ======== =======
Weighted Average Shares(2).................... 10,344 10,344 10,344 10,397
======= ======== ======== =======
BALANCE SHEET DATA (AT END OF PERIOD):
Working Capital............................... $ 7,688 $(7,084) $ (4,665) $ (8,070) $ 8,705
Total Assets.................................. 15,109 46,184 49,261 53,974 66,766
Long-term Obligation.......................... 1,816 -- 6,780 6,470 5,223
Shareholders' Investment...................... 9,373 19,113 14,095 9,382 24,861
</TABLE>

- ---------------
(1) The fiscal year ended January 1, 1994 represents the Company's results of
operations from January 14, 1993, the date Gamma-Metrics (the "Predecessor")
was acquired by Thermo Instrument, through January 1, 1994. In addition, the
results of operations for the fiscal year ended January 1, 1994 includes the
results of operations from the Company's on-line finished materials quality
control business, acquired October 1993. The period prior to January 14,
1993 represents the results of Gamma-Metrics prior to its acquisition by
Thermo Instrument.

(2) Pursuant to Securities and Exchange Commission requirements, earnings per
share for the Company have been presented for all periods subsequent to
January 13, 1993. Shares outstanding for such periods represent 10,000,000
shares issued to Thermo Instrument in connection with the initial
capitalization of the Company, and in 1996 the effect of shares sold through
a private placement, as well as the incremental effect of the assumed
issuance of the private placement shares issued within one year prior to the
Company's proposed initial public offering for all periods presented.

13
<PAGE> 15

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

OVERVIEW

The Company develops, manufactures and markets on-line industrial process
optimization systems that employ proprietary ultra-high speed advanced
scientific measurement technologies. The Company pioneered the development of
process optimization systems that provide real-time, non-destructive analysis of
the composition of raw materials in basic materials production processes,
including coal, cement and minerals. The Company also manufactures advanced
systems which are used to measure and control parameters such as material
thickness, coating thickness and coating weight in web-type materials, such as
metal strip, rubber and plastic foils. The Company is a technological leader in
quality control systems used for Hot Dip Galvanizing lines and tomographic
thickness profile gauges. Customers use these systems to improve product quality
and consistency, lower material costs, reduce energy consumption and minimize
waste.

The Company intends to supplement its internal growth with strategic
acquisitions of complementary businesses. There can be no assurance that such
businesses will be available at prices attractive to the Company. On December
31, 1996, the Company acquired the assets, subject to certain liabilities, of
the Autometrics division of Svedala Industries Inc. ("Autometrics"), a
manufacturer and marketer of on-line analysis instruments for the minerals
processing industry.

A significant portion of the Company's sales are for large systems, the
timing of which can lead to variability in the Company's quarterly revenues and
income. In addition, in 1996 approximately 56% of the Company's revenues
originated outside the U.S. and approximately 26% of the Company's revenues were
exports from the U.S. Revenues originating outside the U.S. represent revenues
of the Company's on-line finished materials quality control business. The
operations of the on-line finished materials quality control business are
located in Germany, the United Kingdom and France, which principally sell in
their local currencies. Exports from the Company's U.S. operation are
denominated in U.S. dollars. The Company generally seeks to charge its customers
in the same currency as its operating costs. However, the Company's financial
performance and competitive position can be affected by currency exchange rate
fluctuations. Since the operations of the on-line finished materials quality
control business are conducted in Europe, principally Germany, the Company's
operating results could be adversely affected by capital spending and economic
conditions in Europe. The Company's strategy is to expand its on-line finished
materials quality control business in the U.S. and Asian markets, which in turn
may reduce the Company's exposure to European market conditions.

RESULTS OF OPERATIONS

1996 Compared With 1995

Revenues increased 13% to $52.0 million in 1996 from $46.0 million in 1995,
reflecting sales growth at both the on-line raw materials analyzer and finished
materials quality control businesses. Revenues increased at the on-line raw
materials analyzer business primarily due to growing acceptance of its product
line in international markets, and at the on-line finished materials quality
control business largely due to the introduction of its quality control product
line in Asia. The unfavorable effect of currency translation, due to a stronger
U.S. dollar, decreased revenues by $0.9 million. The future sales growth of the
Company will depend in part upon increasing industry acceptance of its on-line
raw materials analyzers, as well as the Company's ability to further penetrate
the U.S. and Asian markets for its on-line finished materials quality control
systems.

The gross profit margin increased to 45% in 1996 from 44% in 1995,
primarily due to margin improvement at the on-line raw materials analyzer
business resulting from product redesign and a change in sales mix, offset in
part by a decrease in the gross profit margin at the on-line finished materials
quality control business resulting principally from additional costs associated
with the introduction of new products.

14
<PAGE> 16

Selling, general and administrative expenses as a percentage of revenues
increased to 26% in 1996 from 25% in 1995, primarily due to increased marketing
efforts in international markets resulting in an increase in staffing and higher
travel expenses. Research and development expenses increased to $3.0 million in
1996 from $2.6 million in 1995, principally due to an increase in product
development expenses at the on-line finished materials quality control business.

Interest expense decreased to $0.8 million in 1996 from $1.1 million in
1995 due to a decrease in short-term borrowings at the on-line finished
materials quality control business, as well as a decline in interest rates.
Interest income increased $0.1 million in 1996 primarily due to higher average
invested balances of the Company's foreign operations, as well as interest
earned on the invested net proceeds from the Company's December 1996 private
placement.

The effective tax rate was 40% in 1996 and 42% in 1995. These rates exceed
the statutory federal income tax rate primarily due to the impact of state
income taxes, nondeductible amortization of costs in excess of net assets of
acquired companies and foreign tax rate and tax law differences. The effective
tax rate decreased in 1996 primarily due to proportionately less income before
provision for income taxes from Germany, which is taxed at a higher rate.

1995 Compared With 1994

Revenues increased 19% to $46.0 million in 1995 from $38.6 million in 1994,
primarily due to sales growth at the on-line raw materials analyzer business
resulting from the introduction of the cross-belt analyzer product line. The
favorable effects of currency translation, due to a weaker U.S. dollar,
increased revenues by $2.1 million.

The gross profit margin increased to 44% in 1995 from 43% in 1994,
principally due to margin improvement at the on-line raw materials analyzer
business resulting from product redesign and a change in sales mix.

Selling, general and administrative expenses as a percentage of revenues
decreased to 25% in 1995 from 27% in 1994 largely due to an increase in
revenues. Research and development expenses increased to $2.6 million in 1995
from $2.3 million in 1994, primarily due to an increase in product development
expenses at the on-line finished materials quality control business.

Interest expense increased to $1.1 million in 1995 from $0.7 million in
1994, primarily due to an increase in short-term borrowings at the on-line
finished materials quality control business.

The effective tax rate was 42% in 1995 and 46% in 1994. These rates exceed
the statutory federal income tax rate primarily due to the impact of state
income taxes, nondeductible amortization of costs in excess of net assets of
acquired companies and foreign tax rate and tax law differences. The effective
tax rate decreased in 1995 primarily due to proportionately less income before
provision for income taxes from Germany, which is taxed at a higher rate, and
increased benefits from a foreign sales corporation.

LIQUIDITY AND CAPITAL RESOURCES

Consolidated working capital was $8.7 million at December 28, 1996,
compared with negative $8.1 million at December 30, 1995. Included in working
capital are cash and cash equivalents of $20.2 million at December 28, 1996,
compared with $1.3 million at December 30, 1995. Additionally, included in
working capital are short-term borrowings and advances from parent company and
affiliated companies of $18.9 million at December 28, 1996 and $19.4 million at
December 30, 1995 (see Notes 5 and 6 to Consolidated Financial Statements).

During 1996, $7.8 million was provided by operating activities. Cash
provided by the Company's operating results was improved primarily by a $3.6
million decrease in unbilled contract costs and fees, offset in part by a $2.7
million decrease in billings in excess of contract costs and fees, which
resulted principally from the completion of two contracts.

The Company expended $0.7 million on purchases of property, plant and
equipment during 1996.

15
<PAGE> 17

The Company's financing activities provided $11.1 million of cash in 1996.
In December 1996, the Company issued 1,935,667 shares of its common stock in a
private placement for net proceeds of $13.5 million (see Note 3 to Consolidated
Financial Statements). During 1996, the Company reduced its short-term
borrowings by $1.9 million, repaid $0.8 million of its long-term obligation and,
prior to its capitalization, transferred $2.4 million in cash to Thermo
Instrument. An increase in due to parent company and affiliated companies
provided $2.7 million in cash during 1996, primarily as a result of a $2.8
million borrowing from a wholly owned subsidiary of Thermo Instrument, which was
repaid in January 1997.

On December 31, 1996, the Company acquired the assets, subject to certain
liabilities, of Autometrics for approximately $1.3 million in cash (see Note 9
to Consolidated Financial Statements). In February 1997, the Company repaid a
$1.9 million borrowing from Thermo Optek Corporation, a majority-owned
subsidiary of Thermo Instrument (see Note 5 to Consolidated Financial
Statements). In addition, the Company plans to make capital expenditures of
approximately $0.8 million in 1997.

Although the Company expects positive cash flow from its existing
operations, the Company anticipates it will require significant amounts of cash
for the possible acquisition of complementary businesses and technologies. The
Company expects that it will finance these acquisitions through a combination of
internal funds, including the net proceeds from the sale of shares of Common
Stock offered hereby, additional debt or equity financing and/or short-term
borrowings from Thermo Instrument or Thermo Electron, although it has no
agreement with these companies to ensure that funds will be available, on
acceptable terms, or at all. The Company believes that its existing resources
are sufficient to meet the capital requirements of its existing businesses for
the foreseeable future, including at least the next 24 months.

16
<PAGE> 18

BUSINESS

Global competition is driving participants in the basic materials
industries to increase quality and reduce production costs. The optimization of
industrial production processes requires the collection and analysis of data for
both the composition of the materials used in the process as well as for
measuring the variance of the output from composition targets. Manufacturers
traditionally have used off-line sampling techniques and laboratory instruments
to obtain this data. The delays associated with these techniques do not permit
real-time adjustments to the manufacturing process. In order to provide
real-time process and quality control, measurement systems must be integrated
into the customer's production line and must rapidly measure, on a continuous
basis, the stream of the materials used or product produced, rather than a
sample. The systems must also generate precise and reliable measurements of the
materials using non-invasive and non-destructive measuring techniques. Finally,
the systems must rapidly analyze the measurement data and, using this data,
adjust automatically the manufacturing process in real-time, and often under
harsh industrial conditions.

The advent of rugged high-speed analytical measurement instrumentation has
only recently allowed for the development of on-line industrial process
optimization. The markets for the Company's systems, therefore, consist
primarily of the existing industrial facility base which may be retrofitted or
upgraded to incorporate on-line analysis, as well as new industrial facilities
which are expected to be built in the future. For example, only 3% of existing
coal mines and coal burning utilities and 7% of existing cement plants, which
the Company believes are of sufficient size to economically benefit from on-line
analysis systems, have adopted this technology. Further, the Company estimates
that there are several thousand web-type material production lines, many of
which the Company believes have obsolete measurement and control systems, which
could be upgraded by incorporating the Company's on-line finished materials
quality control systems. The Company believes that the current total annual
worldwide market for process optimization instruments and systems is in excess
of $2 billion. The Company believes its process optimization products and
systems currently address an approximately $500 million annual market segment.

17
<PAGE> 19

The Company's strategy is to capitalize on the large market opportunities
for advanced measurement systems in the basic materials industries and to
exploit its core competencies and proprietary technologies through an evolving
series of optimization systems. As part of this strategy, the Company intends to
expand the geographic scope of its addressed markets. In particular, the Company
intends to expand the market presence of its on-line finished materials quality
control products in Asia, the U.S. and Latin America by drawing on the global
market expertise and existing global sales force of its on-line raw materials
analyzer business. In addition, the Company intends to aggressively pursue
market opportunities for its on-line raw materials analyzer products created by
the rapid infrastructure development and new manufacturing capacity occurring in
Asia and Latin America. Further, the Company intends to pursue opportunities to
retrofit the large existing base of coal mines, coal-burning utilities and
cement plants with its on-line process optimization systems. The Company also
intends to target new industries such as the pharmaceutical, agrochemical,
industrial chemical and glass industries. For example, the Company is developing
a laser-based spectroscopy system to be used on-line to analyze the complex
molecular structures of chemicals, which the Company believes can be adapted for
use in the pharmaceutical industry. The Company also plans to make strategic
acquisitions of complementary businesses. On December 31, 1996, the Company
acquired substantially all of the assets, subject to certain liabilities, of
Autometrics. Autometrics designs, manufactures and markets on-line analysis
instruments for the minerals processing industry.

The Company operated as two divisions of Thermo Instrument until its
incorporation as a Delaware corporation in November 1996. In connection with the
Company's incorporation, Thermo Instrument transferred to the Company the
assets, liabilities and businesses of the Gamma-Metrics subsidiary and
Radiometrie division in exchange for 10,000,000 shares of the Company's common
stock. The Company's on-line raw materials analyzer business is conducted by its
Gamma-Metrics subsidiary based in San Diego, California, and its on-line
finished materials quality control business is conducted by its Radiometrie
division with operations in Erlangen, Germany and Gloucester, England. The
Company's principal executive offices are located at 5788 Pacific Center
Boulevard, San Diego, California 92121, and its telephone number is (619)
450-9649.

On-line Raw Materials Analyzer Business

The Company manufactures on-line process optimization systems which
non-invasively measure and analyze the physical and chemical properties of a
stream of bulk solid materials in real-time. The systems are primarily used to
analyze the composition of raw materials used in certain basic industries, such
as coal, cement and minerals. The analysis technique used in the Company's
process optimization systems involves neutron interrogation. Under neutron
interrogation each element, when activated by neutrons, emits gamma rays of
unique characteristics which allow identification and quantification of the
elements present. Neutron interrogation has a major advantage over other on-line
measuring technologies such as x-rays because neutrons can deeply penetrate the
materials being analyzed. As a result, neutron interrogation allows the entire
stream of the material to be analyzed and eliminates the need for sampling. In
addition, it provides a more accurate analysis of the materials, especially
non-homogeneous materials, and can be used to analyze an extremely broad range
of materials. The systems contain proprietary sensors that detect gamma rays
emitted from the material being analyzed, which is activated by the neutron
source within the analyzer, yielding a composite gamma ray spectrum of the
material analyzed. Through on-line high speed spectroscopy, this spectrum is
then decomposed into its constituent parts by using microprocessors and
sophisticated real-time analytical software. The analyzer can then translate
this data into the elemental composition of the raw materials and can also use
the information to infer certain quality control parameters specific to the
process.

18
<PAGE> 20
"RAW MATERIALS PROCESS OPTIMIZATION SYSTEMS"

[DIAGRAM]
This diagram depicts the Company's raw materials process optimization system
incorporated into a cement manufacturer's production line. The diagram contains
a series of boxes from the left margin to the center of the page depicting
containers, each of which holds high lime, low lime, shale or pyrite. Arrows
from each of the containers depict the release of these materials onto a
conveyer belt which enters a box entitled "Crossbelt Analyzer." An arrow from
the Crossbelt Analyzer to a box entitled "Raw Mill" depicts the flow of the
cement on the conveyer belt. Another arrow from the Crossbelt Analyzer to a box
entitled "Process Optimization Computer" depicts the flow of information which
is generated by the Crossbelt Analyzer and an arrow from the Process
Optimization Computer to the four containers of materials described above
depicts the flow of information from the computer to these containers to
regulate the amount of materials released onto the conveyer belt.

The Company has developed extensive proprietary know-how and expertise
regarding the measuring capabilities of various on-line sensor technologies
based on the material being analyzed and the ultimate use of the material. The
Company draws on this expertise to modify and adapt its technology to maximize
the efficiency and performance of its sensors in each application. The Company's
systems also employ ultra-high speed microprocessors and electronic signaling
devices which enable the technology to be used on-line and in real-time. The
Company has developed proprietary high speed sophisticated software which
rapidly processes the collected data and compares it to input target parameters.
In this way, a control signal can be generated which is then used to modify
process variables to guide the process to the target parameters. In order to
provide real-time analysis, the Company's systems must be integrated with the
customer's production process, thus subjecting them to hostile conditions. In
response, the Company has designed its systems to be extremely rugged, durable
and accurate despite these demanding conditions.

Continuous on-line full-stream materials analysis provides faster and more
accurate analysis information than is possible with any conventional analysis
system. Traditional methods require numerous samples to be taken mechanically
from the materials at various stages of the production process, followed by
labor intensive sample preparation and laboratory analysis. Conventional
analysis techniques lag the production process and cannot be used effectively
for process control. In contrast, on-line, real-time analysis of the materials,
when coupled with the Company's software products, provides the customer with
immediate data regarding material composition and allows customers to
automatically and continuously adjust their manufacturing processes.

The Company's systems can reduce operating costs through a decrease in raw
material waste and energy use. The continuous monitoring and adjustment of the
manufacturing process enable the customer to use its raw materials more
efficiently. Product quality and consistency are also improved with use of the
Company's systems. For example, one typical application enables customers in the
cement industry to regulate closely the raw mix proportions of cement materials
to produce a more consistent product. Customers building new facilities can save
on capital outlay by reducing their investment in

19
<PAGE> 21

homogenizing stacker/reclaimers and homogenizing silos, the traditional methods
of homogenizing raw materials. The Company's systems also reduce pollution,
optimize recycling and reduce material waste.

The Company currently markets the following family of products based on its
neutron interrogation technology.

On-line Coal Analyzer. The Company's on-line coal analyzer analyzes
streams of coal at a rate of up to four hundred tons per hour. The analyzer uses
neutron interrogation to determine the sulfur and ash concentration of the coal
on a continuous basis, and can also simultaneously compute the calorific value
of the coal, among other quality parameters. Customers can use the data to blend
or sort the coal depending on its quality. The Company has developed proprietary
high speed software that can be incorporated into the system to enable the
customer to automatically adjust and control the coal blending and sorting
process on-line.

Coal analyzers are currently used by coal mines and coal-burning utilities.
Increased competition in the coal industry has forced coal producers to reduce
costs while meeting increasingly stringent quality specifications. Coal mines
can use the coal analyzer to improve profitability by blending coals of
different quality to meet specific contract requirements or environmental
regulatory standards, by sorting out low sulfur coal which can be sold for a
premium or by controlling the specific gravity of separation in a coal cleaning
plant to ensure that quality specifications are met without over-cleaning. In
addition to ensuring more consistent quality, on-line coal analysis improves
recovery or yield from the mine, thus extending the life of a mine by reducing
the risk of premature exhaustion of low sulfur reserves that are required to
balance high sulfur reserves. Utility market deregulation and privatization,
coupled with environmental emission standards, has forced coal-burning utilities
to reduce costs while satisfying environmental emissions regulations.
Coal-burning utilities benefit from using on-line coal analyzers by enabling the
utility to accurately and rapidly test the coal to verify that the specification
of coal received under contract meets its specifications; to burn a more
cost-effective blend of high and low sulfur coal without violating environmental
emissions standards; to avoid investment in costly scrubbers; to generate
emission credits by controlling emissions; to improve boiler performance by
burning consistent quality coal; and to provide data verification of continuous
emission monitors.

Fifty-five percent of electricity production today in the U.S. is derived
from coal, and coal is the primary source of electricity in the rest of the
world. Currently, there are approximately 2,600 facilities producing or using
coal that the Company has identified as a potential market for its on-line coal
analyzers. In addition, it is estimated that approximately 45 new coal mines and
coal-burning utilities will be built each year for the next several years. In
China alone it is estimated that 141 coal-fired utility plants will be built by
2006. The price of an on-line coal analyzer system ranges from $300,000 to
$500,000.

CrossBelt Analyzer. The Company's CrossBelt Analyzer ("CBA") is used
primarily by the cement industry to analyze the composition of cement raw
materials. The CBA is essentially a horizontal tunnel that is easily assembled
around the customer's conveyor belt. The CBA analyzes materials traveling on a
conveyor belt at speeds of up to 600 feet (200 meters) per minute and with
material flow rates in excess of 1,000 tons per hour. The CBA generates data
which provides the elemental composition of the entire stream of materials and
can also use the information to infer certain quality control parameters, such
as lime saturation factor and silica ratio. The CBA can incorporate high speed
proprietary software which allows the customer to automatically control
production processes.

Cement producers purchase the CBA to improve the economics of the plant by
reducing operating costs through the reduction in material waste and fuel costs.
The CBA is incorporated on-line into the customer's production process, which
enables the customer to control the mix of raw materials at the beginning of the
production line or to automatically control the blending of the cement additives
with crushed limestone and clay further down the production line. Both
approaches enable the producer to achieve more uniform cement quality. The CBA
controls the production process by using the analytical data it compiles to
automatically adjust the composition of the additive mix to achieve target
quality levels. This approach helps reduce variations in the materials fed into
the cement kiln yielding several benefits: lower energy consumption in the
cement mills, greater throughput and extended refractory life.

20
<PAGE> 22

Some customers have reported that the use of the CBA reduced fuel costs between
4 - 5%. Fuel costs can constitute approximately 30% of a cement plant's overall
operating costs. For new plants, reduced variations in raw material chemistry
can also translate into major savings in the capital outlay for homogenizing
stacker/reclaimers and for homogenizing silos. This homogenizing equipment,
which can have capital costs in excess of $1 million, is used to blend uneven
raw materials. The price of a CBA system ranges from $700,000 to $1 million.

The annual consumption of cement is expected to rise from the 1994 figure
of approximately 1.3 billion tons to approximately 1.8 billion tons by the year
2005. Currently, there are approximately 1,150 cement plants that the Company
has identified as potential customers for its CBA. Led by Asia and Latin
America, the Company expects there will be over 170 new cement plants built
worldwide and over 220 plant expansions by the year 2005, creating a potentially
significant upgrade market for the Company's products.

Mineral Slurry Analyzers. The Company recently developed an on-line
analyzer using neutron interrogation for use in the mineral extraction industry
for analyzing mineral slurry. The Company has successfully tested its
neutron-based mineral slurry analyzer at a beta test site. Virtually all mined
minerals, including iron, copper, nickel and bauxite, must be separated and
purified through a process called beneficiation whereby the mined minerals are
milled and mixed with water to form a mineral slurry. The mineral of interest is
then concentrated through a variety of separation stages using reagents. The
Company's neutron-based mineral slurry analyzer, which analyzes the entire
elemental composition of the slurry, can greatly improve the efficiency of the
beneficiation process by using the collected data to automatically adjust
various process parameters, including the amount of reagents used in the
process. The Company believes its neutron-based mineral slurry analyzer is
suitable for controlling the beneficiation process for a wide variety of
minerals.

On December 31, 1996, the Company acquired substantially all of the assets,
subject to certain liabilities, of Autometrics. Autometrics is a manufacturer of
mineral slurry analyzers. The assets acquired included two complementary product
lines and a customer base of approximately 300 customers, the majority of which
are located in the U.S. The two product lines acquired were Autometrics' on-line
x-ray slurry analyzers and its on-line particle size analyzers.

The x-ray slurry analyzers are used in the mineral extraction industry,
primarily for copper, iron and gold extraction, to measure the percentage of
elements present in mineral slurries and can be designed to automatically
control and adjust the amount of reagents used in the mineral beneficiation
process. The x-ray slurry analyzer uses x-ray fluorescence as its energy source
which is a less expensive energy source than neutron interrogation, and does not
penetrate the materials being analyzed as deeply as neutron interrogation. The
x-ray slurry analyzer provides customers, who do not require a comprehensive
analysis system, a cost-effective alternative to the Company's neutron-based
mineral slurry analyzer.

The on-line particle size analyzers are on-line real-time particle size
measuring instruments which have been used for over 15 years in the mineral
extraction industry. The on-line particle size analyzers use ultrasound together
with proprietary models to determine the particle size distribution and percent
solids in mineral slurries.

The price of the Company's mineral slurry analyzers ranges from $50,000 to
$500,000. The Company believes there are currently approximately 750 mineral
processing facilities worldwide for all of the Company's products.

Software Products. The Company complements its application specific sensor
technology with process optimization software. These systems use adaptive and
predictive controls to maximize material utilization, as well as to blend raw
materials to meet certain regulatory requirements in a cost-effective manner.
The process to extract, beneficiate and utilize raw materials is difficult to
control due to variances in chemistry, size and shape of the materials, and time
delays in the transport of materials from different points within the handling
system. Traditional process control methods cannot be utilized in these dynamic
and highly variable conditions. The Company's proprietary process control
software can

21
<PAGE> 23

accomplish these optimization tasks by performing model-based estimation and by
adaptively controlling source materials. The Company is the only provider of
process control software of this type for use by customers in the raw materials
segment of the basic materials industry.

A variety of products are manufactured and sold by the Company to address
the disparate needs of the cement, coal and energy industries. For the cement
industry, RAMOS(TM) achieves continuous blending for up to six sources of bulk
materials and three control parameters, while PREBOS(TM) is ideal for batch
blending, employing up to twelve sources. COBOS(TM) is used by coal producers
and coal-fired utilities to blend coal to a target composition defined by
sulfur, ash or calorific value and thus achieve optimum fuel composition while
meeting emission limits.

FastLab. The Company also offers its FastLab analyzer for rapid analysis
of samples off-line, with minimal sample preparation. The FastLab can be used
for numerous applications such as spot check analysis of raw materials, core
hole analysis, fuel analysis and chemical additives analysis. This product is
suitable for the same markets which use on-line elemental analysis. Its
advantages include its ease of use, its flexibility in handling multiple
material types and sampling locations and its low cost. The price of the
Company's FastLab analyzer ranges from $250,000 to $400,000.

Process Safety Instrumentation. Prior to entering the on-line process
optimization systems business, the Company's principal business was process
safety instrumentation for the nuclear power industry. The Company is a leading
supplier of process safety instrumentation in this industry. The Company's
instrumentation is designed to improve the safety and efficiency of nuclear
power plants. The Company produces several products for this market ranging in
price from $100,000 to $2.5 million. In addition, the Company offers automated
test equipment and some safety-related computer software for nuclear power
plants and other facilities where radioactive materials are used.

On-line Finished Materials Quality Control Business

The Company develops, manufacturers and markets gauges and process
optimization systems for industrial manufacturing lines for continuous
production of web-type materials (flat sheet) such as plastic foils, hot and
cold metal strip, rubber, glass and non-woven fabrics. Typical high volume
products made from web-type materials include all types of vehicle body and
other parts, metals used for refrigerators and similar products, beverage/food
cans, cladding for buildings and rubber tires. The Company's instruments measure
the total thickness, basis weight and coating thickness of web-type materials.
The measuring technology incorporated in the Company's products is based on
partial absorption, reflection or change in ionizing or infra-red radiation as
well as of white light and laser beams, by the materials to be measured. The
Company's systems can measure a single point on the material to be measured,
several points or generate a "profile" of the web. Measured values are acquired
without contact and without interfering with the production process, have high
measurement accuracy and are extremely reliable despite hostile environments.
The Company offers its measuring gauges with or without its process optimization
systems. The customer's production process can be regulated automatically by the
Company's process optimization system.

22
<PAGE> 24

ON-LINE FINISHED MATERIALS QUALITY CONTROL SYSTEM

[DIAGRAM]
This diagram depicts the Company's on-line finished materials quality control
system incorporated into a customer's hot dip galvanizing line. The diagram
contains a box depicting the customer's extrusion system. A sheet of web
material enters this box from the left (depicted by an arrow) and emerges at
the top of the box. Immediately after and above the box the material passes
through a hot gauge. The material continues through another box then turns
right over a roller and passes through another box entitled "Hot Dip
Galvanizing Line." It then turns downward over a roller and passes through a
mechanism entitled "Cold Gauges." The material then emerges through a series of
rollers out of the Cold Gauges to the right depicted by an arrow. Both the Hot
Gauge and the Cold Gauges are connected to a computer entitled "Expert System,"
depicting the flow of information from the gauges to the computer and then from
the computer to the line to regulate the thickness or coating thickness of the
material running through the line.

The Company's products incorporate a variety of measurement gauges such as
x-ray thickness gauges, isotope thickness gauges, x-ray fluorescence coating
gauges or beta-backscatter gauges, depending on the application. One of the
Company's strengths is its proprietary know-how regarding application-specific
technology. The thickness gauges manufactured by the Company basically function
by measuring partial absorption of energy by the material to be measured. The
change in the intensity of the energy emitted is detected by application
specific sensors, then processed by high speed microprocessors, before emerging
as the measured value. These instruments can incorporate the Company's high
speed proprietary software to form a fully integrated process optimization
system for continuous manufacturing processes and improved product quality. The
Company's Fuzzy-Neurocontrol(TM) software provides predictive adaptive control
of the process. This proprietary software allows a more timely control of the
process, adapts the controls to the varying conditions in the process and offers
improved material savings. The Company's Spectracomp(TM) software automatically
and continuously compensates for variations in metal thickness measurements
resulting from changes in the composition of the alloy being measured.

Competitive pressures have necessitated that producers of web-type
materials reduce production costs. The Company's products not only save on raw
materials and energy but they also maximize productivity and product quality.
The total thickness of web-type material, or the coating on it, is measured
accurately at the point of manufacture by the Company's products and are
compared by the system with an input target value. Adjustments can be made to
the manufacturing process early in the process, thereby reducing material waste.
The Company's systems also provide several competitive advantages which afford
the customer additional cost savings. For example, the Company's products can
accurately measure materials closer to the edge of the strip thus reducing
material waste. The Company has developed a reputation for rugged and reliable
instruments that can withstand hostile conditions. Ruggedness is critical to
customers because the Company believes downtime of the production system could
cost a customer up to $100,000 an hour. The Company's proprietary hot gauges can
be placed closer to the actuator (air knife) than conventional cold gauges
allowing adjustments earlier in the production process thus decreasing material
waste. In addition, the Company's systems include an extremely short response
time gauge, sending control signals one inch(2.5 centimeters) after measurement,
while competitors' gauges typically require at least twice this distance. Costs
can also be reduced through reduced start-up and product change times using the
system's comprehensive organized display of the process parameters. Reducing
start-up times at the beginning of the production and product change saves
energy, reduces scrap and saves machine time. Depending on

23
<PAGE> 25

the circumstances, most customers can recoup their investment in a Company
system within six to eighteen months of installation. Prices for the Company's
gauges and process optimization systems typically range from $50,000 to $1
million. Competitive technologies enabling on-line measurement of the thickness,
such as contacting mechanical thickness gauges and pneumatic calipers, exist,
however, the Company believes that use of these technologies results in inferior
accuracy when compared with its own products.

The Company believes there is significant market potential for its products
resulting from several factors including increased demand for on-line
optimization, growing market opportunities in Asia and Latin America, increased
market penetration in the U.S. and the expansion of steel minimills. The Company
estimates that there are currently several thousand production lines worldwide
that currently use or could benefit from on-line process optimization. Asia and
Latin America are experiencing growth in infrastructure development and
manufacturing capacity which will drive demand for the Company's systems. The
Company also believes there are potential opportunities to penetrate the U.S.
markets which are dominated by few competitors. End users in the U.S. are
demanding alternative sources of on-line process optimization. Increased
emphasis on energy efficiency will also create demand for the Company's
products. For example, in the automotive industry, for a given load-carrying
capacity, all types of vehicles are being designed with a lower mass, with the
objective of reducing energy consumption. This leads directly to several trends:
for example, mass-produced road vehicles will use less steel and be made of
thinner steels, plastic sheet parts and even aluminum. (The Audi A8, for example
has an aluminum body.) Likewise, aircraft parts will be fabricated from more
exotic materials such as composites and titanium. These trends indicate lower
volume but higher value manufacture of web-type products and, consequently,
increased demand for the Company's gauges and process optimization systems. The
expansion of steel minimills (recycling) has created competitive pressures in
the steel industry through increased demand for efficiency, which in turn will
also stimulate demand for the Company's gauges and process optimization systems.

COMPETITION

In the coal, cement and mineral industries, the Company competes primarily
on performance and to a lesser extent on price. Competition regarding on-line
coal and cement analyzers is limited at present. Scantech Holdings (formerly
Mineral Control Instrumentation Ltd.) of Australia is the Company's principal
competitor in the on-line coal analyzer market. Scantech Holdings, which entered
the cement industry market in 1993, is also the Company's principal competitor
in this industry. The Company is a recent entrant into the on-line mineral
slurry analyzers market where it competes primarily with Amdel of Australia.

Competition in the thickness gauging business is highly fragmented with
numerous competitors competing in various end use market segments. As a result,
competition varies according to the end use segment. The Company competes by
quality, performance and price. The Company's largest competitor is Honeywell,
through its recent acquisition of Measurex (USA), which in turn recently
acquired Data Measurement Corporation, the metals gauging division of Loral and
Ohmart. Both Data Measurement and Loral offer systems to the metals industry.
Ohmart is a supplier mainly to the plastics industry. Toshiba and Yokoyawa
(Japan) are at present competing with the Company in Asia. IMS (Germany) and IRM
(Belgium/USA), (formerly the metal gauging division of ABB (Sweden/Switzerland))
compete with the Company worldwide in the metals industry. There are a number of
competitors such as NDC (US), Eurotherm (UK) and Infrared Engineering (UK) which
compete with the Company in the plastics and rubber industry.

Certain of the Company's competitors have greater resources, manufacturing
and marketing capabilities, technical staff and production facilities than those
of 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 can the Company.
Further,

24
<PAGE> 26

competition with respect to all of the Company's products could increase if new
companies enter the market or if existing competitors expand their product
lines. There can be no assurance that competitors of the Company will not
develop technological innovations that will render products of the Company
obsolete.

MARKETING, SALES AND DISTRIBUTION

On-line Raw Materials Analyzer Business. The Company sells its on-line raw
material analyzer products directly to its customers worldwide through its sales
force consisting of 11 persons. The territories of this sales force are
primarily geographical with some segment specialization. In addition, the
Company uses a network of sales and service representatives in 23 countries
around the world to facilitate product distribution worldwide. The primary
function of these representatives is to stay in close contact with customers or
potential customers, gather market information, translate, advertise,
participate in trade shows, arrange meetings and facilitate logistics. The
Company also sells some products to original equipment manufacturers ("OEMs")
who offer the Company's products along with their own or a third party's
products. Sales to OEMs represent approximately 10% of the Company's total
revenues.

On-line Finished Materials Quality Control Business. The Company sells its
on-line finished materials quality control systems primarily in Europe through a
direct sales force of 20 employees, and through a network of 14 distributors and
sales representatives in Europe. In Asia, a sales network is being established
with three agents currently under contract covering China, India and Japan.
Recently, the Company has employed three agents in Latin America covering
Argentina, Brazil and Colombia. In November 1996, an area sales manager was
hired to establish a sales operation addressing countries participating in
NAFTA. In addition, the Company sells its products to OEMs. Sales to OEMs
represented approximately one-third of the Company's total revenues from its
on-line finished materials quality control business for 1996. The Company
intends to further extend its sales network in Asia, North America and Latin
America.

Customer Service and Support. The Company believes that high quality
customer service and support is critical to success in the process optimization
segment of the analytical instrumentation industry. The Company maintains a
staff of engineers to assist customers with installing and integrating their
process optimization system and to provide ongoing spare parts and calibration
services for its on-line raw materials analyzer business. In addition, modems
permit remote diagnostics by customer support personnel from the Company's
headquarters or from satellite support centers. The Company supports its
manufacturing operations for its on-line finished materials quality control
business with a full range of services including application and engineering
support, installation, supervision, commissioning, emergency field service by
remote diagnostics via modems, extensive customer training, consulting and spare
parts.

RESEARCH AND DEVELOPMENT

The Company maintains active programs for the development and introduction
of new products and improvements to existing products. The Company also seeks to
develop new applications for its existing products and technology. In
particular, the Company is actively seeking new applications for its non-
invasive, non-destructive analysis technologies. The Company is also in the
process of developing other applications for its CBA.

With respect to its on-line finished materials quality control business,
the Company is focused on two areas of commercial importance in the metals
industry, the measurement of metal coatings and the cross-profile thickness
measurement of hot steel strip, cold strip and plate. In both areas of
measurement, parameters, particularly accuracy and resolution, are being
tightened in response to end-user needs. In addition, the Company is involved in
numerous other development projects including, among others, development of an
x-ray based tomographic thickness profile system. The object of this system is
to take a snapshot of thickness variations across the sheet at a high transverse
resolution. This system is in the early stages of development. The Company is
also developing a compact fixed energy x-ray source for

25
<PAGE> 27

thin films in the plastic, rubber, glass and other industries which the Company
anticipates introducing to the market in 1997.

Research and development expenses for the Company were $2.3 million, $2.6
million and $3.0 million in fiscal 1994, 1995 and 1996, respectively. As of
December 28, 1996, the Company had 32 full time employees engaged in research
and development.

PATENTS

The Company's policy is to protect its intellectual property rights and to
apply for patent protection when appropriate. The Company is the owner of 11
United States patents as well as corresponding foreign patents having expiration
dates ranging from 1998 through 2012. Patent protection is believed to provide
the Company with competitive advantages with respect to certain instruments. The
Company also considers that technical know-how, trade secrets and trademarks are
important to its business.

There can be no assurance that any patents now or hereafter owned by the
Company will afford protection against competitors. Proceedings initiated by the
Company to protect its proprietary rights could result in substantial costs to
the Company. There can be no assurance that competitors of the Company, some of
whom have substantially greater resources than those of the Company, will not
initiate litigation to challenge the validity of the Company's patents, use
their resources to design comparable products that do not infringe the Company's
patents or initiate claims that the Company's products infringe the competitors'
patents. The Company could incur substantial costs and diversion of management
resources with respect to the defense of any such challenges or claims, which
could have a material adverse effect on the Company's business, financial
condition, and results of operation. Furthermore, parties making such challenges
or claims could secure a judgment awarding substantial damages, as well as
injunctive or other equitable relief, which could effectively block the
Company's ability to make, use, sell, distribute or market its products and
services in the U.S. and abroad. See "Risk Factors -- Proprietary Rights."

FACILITIES

The Company's various businesses are operated from separate facilities. The
Company leases approximately 45,000 square feet in San Diego, California
pursuant to a lease that expires in 2003. The Company uses this facility for
manufacturing, sales and administration for its on-line raw materials analyzer
business. The Company also leases approximately 20,000 square feet in
Gloucester, England, pursuant to a lease expiring in 2001, and owns an
approximately 100,000 square foot facility in Erlangen, Germany, of which 50,000
square feet are utilized by the Company, with the balance being used by another
Thermo Instrument company. Both of these facilities are used by the Company for
manufacturing, sales and administration for its on-line finished materials
quality control business. In addition, the Company leases office space
throughout the world for its sales and service operations. The Company believes
that these facilities are adequate for its present operations.

PERSONNEL

As of December 28, 1996, the Company had a total of 292 employees, of whom
51 were engaged in research and product development and 241 were engaged in
sales, service, manufacturing and general management. The Company has had no
work stoppages and considers its relations with employees to be good.

BACKLOG

At December 30, 1995 and December 28, 1996, the Company's backlog of firm
orders was approximately $25.2 million and $24.6 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.

26
<PAGE> 28

SEASONALITY

The Company's on-line finished materials quality control business
experiences a slowdown in revenues during the first quarter of each calendar
year primarily because its customers tend to place their orders earlier in the
year so that they can have the systems installed either during the holiday
season in the third quarter or between Christmas and the New Year.

LEGAL PROCEEDINGS

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

RELATIONSHIP WITH THERMO ELECTRON
AND THERMO INSTRUMENT

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 Instrument has created the Company
as a privately held subsidiary, and Thermo Instrument and Thermo Electron, and
certain of their subsidiaries, have created several other privately and publicly
held majority-owned subsidiaries. From time to time, Thermo Electron and its
subsidiaries will create other majority-owned subsidiaries as part of its
spin-out strategy. (The Company and the other Thermo Electron subsidiaries are
hereinafter referred to 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 December 28,
1996, Thermo Instrument had consolidated revenues of $782,662,000 and
$1,209,362,000, respectively, and consolidated net income of $79,306,000 and
$132,751,000, respectively.

Thermo Electron and its subsidiaries develop, manufacture and market
environmental monitoring and analysis instruments and manufacture biomedical
products including heart-assist devices and mammography systems, papermaking and
recycling equipment, alternative-energy systems and other specialized products
and technologies. 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
December 28, 1996, Thermo Electron had consolidated revenues of $2,270,291,000
and $2,932,558,000, respectively, and consolidated net income of $139,582,000
and $190,816,000, respectively.

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 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 stockholders 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

27
<PAGE> 29

external financial covenants and 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
determining 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 is also
responsible for ensuring that members comply with internal policies and
procedures. 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 participates. The Charter may
be amended at any time by agreement of the participants. Any Thermo Subsidiary,
including the Company, can 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, the Company and Thermo Electron 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. The
annual fee for these services was equal to 1.2% of the Company's revenues for
calendar 1995. Beginning January 1, 1996, the fee was reduced to 1% of the
Company's revenues. The fee is reviewed annually and may be changed by mutual
agreement of the Company and Thermo Electron. During fiscal 1995 and 1996,
Thermo Electron assessed the Company fees of $552,000 and $520,000,
respectively.

Management believes that the service fees charged under the Services
Agreement are reasonable and that the terms of the Services Agreement are fair
to the Company. For items such as employee benefit plans, insurance coverage and
other identifiable costs, Thermo Electron charges the Company based on charges
directly attributable to the Company. The Services Agreement automatically
renews for successive one-year terms, unless canceled by the Company upon 30
days' prior written 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.

28
<PAGE> 30

TAX ALLOCATION AGREEMENT

The Tax Allocation Agreement between the Company and Thermo Electron
outlines the terms under which the Company is to be included in Thermo
Electron's consolidated Federal and state income tax returns. Under current law,
the Company will be included in such tax returns so long as Thermo Instrument
owns at least 80% of the Company's outstanding Common Stock and Thermo Electron
owns at least 80% of Thermo Instrument's outstanding common stock. In years in
which the Company has taxable income it will pay to Thermo Electron amounts
comparable to the taxes it would have paid if it had filed its own separate
company tax returns. Immediately following this offering, Thermo Instrument will
own less than 80% of the Company's outstanding Common Stock and the Company will
not be included in Thermo Electron's consolidated Federal and state income tax
returns for periods commencing thereafter and will be required to file its own
tax returns.

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.

MISCELLANEOUS

As of December 28, 1996, $15,672,000 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 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. The repurchase agreement earns a
rate based on the 90-day Commercial Paper Composite Rate plus 25 basis points,
set at the beginning of each quarter.

The Company leases 50,000 square feet of its 100,000 square foot facility
in Erlangen, Germany on a month-to-month basis to another Thermo Instrument
company. The Thermo Instrument company is responsible for paying to the Company
its pro rata share of the depreciation and occupancy expenses, including
utilities and taxes, associated with the facility which payments in 1996
amounted to $368,000 in the aggregate.

The Company has borrowed funds from Thermo Optek Corporation ("Thermo
Optek"), a majority-owned subsidiary of Thermo Instrument, pursuant to a
promissory note. The Company had $1,388,000 and $1,928,000 outstanding under the
promissory note at year-end 1995 and 1996, respectively. The note bears interest
at LIBOR plus 35 basis points. The interest rate for the notes outstanding at
year-end 1995 and 1996 was 4.6% and 3.8%, respectively. The note was repaid in
February 1997. In addition, the Company had $3,617,000 and $2,611,000 of
noninterest-bearing advances from Thermo Instrument and affiliated companies at
year-end 1995 and 1996, respectively, which are due on demand.

In December 1996, the Company borrowed $2,778,000 pursuant to a
noninterest-bearing advance from a wholly owned subsidiary of Thermo Instrument,
which was repaid on January 15, 1997.

29
<PAGE> 31

MANAGEMENT

The Directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------- ---- -----------------------------------------
<S> <C> <C>
Denis A. Helm........................ 57 Chairman of the Board, Chief Executive
Officer and Director
Ernesto A. Corte..................... 58 President and Chief Operating Officer
Werner G. Kramer..................... 50 Executive Vice President
John N. Hatsopoulos.................. 62 Vice President, Chief Financial Officer
and Director
Paul F. Kelleher..................... 54 Chief Accounting Officer
Earl R. Lewis........................ 53 Director
John T. Keiser....................... 60 Director
Arvin H. Smith....................... 67 Director
</TABLE>

All of the Company's Directors are elected annually and hold office until
their respective successors are elected and qualified. Executive officers are
elected annually by the Board of Directors and serve at its discretion.

Denis A. Helm has been Chairman of the Board, Chief Executive Officer and
Director of the Company since its inception in November 1996. Mr. Helm has been
President of Thermo Instrument's Thermo Environmental Instruments Inc.
subsidiary since 1981. Thermo Environmental designs, manufactures and
distributes instruments and systems for detecting and monitoring environmental
pollutants. Mr. Helm has also been a Senior Vice President of Thermo Instrument
since 1994 and was a Vice President of Thermo Instrument from 1986 until 1994.
Mr. Helm is Vice Chairman and a Director of Thermo BioAnalysis Corporation.

Ernesto A. Corte has been President and Chief Operating Officer of the
Company since its inception in November 1996. Mr. Corte founded Gamma-Metrics in
1980 and has been President of the Company's Gamma-Metrics subsidiary since its
acquisition in 1993.

Werner G. Kramer has been Executive Vice President of the Company since its
inception in November 1996. Mr. Kramer has been President of the Company's
Eberline Radiometrie Instruments GmbH subsidiary and President of Radiometrie's
parent company, Thermo Instrument Systems GmbH, since 1993. Prior to that, Mr.
Kramer was Executive Vice President of the Industrial Gauging Division of FAG
Kugelfischer since 1983. FAG Kugelfischer is a large German company which
manufactures ball bearings.

John N. Hatsopoulos has been Vice President, Chief Financial Officer and
Director of the Company since its inception in November 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 since January 1997,
Chief Financial Officer of Thermo Electron since 1988 and was an Executive Vice
President of Thermo Electron from 1986 until January 1997. He is also a Director
of LOIS/USA Inc., Thermedics Inc., Thermo Ecotek Corporation, Thermo Fibergen
Inc., Thermo Fibertek Inc., Thermo Instrument Systems Inc., Thermo Power
Corporation, Thermo TerraTech Inc., ThermoTrex Corporation and Thermedics
Detection Inc.

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

Earl R. Lewis has been a Director of the Company since its inception in
November 1996. Mr. Lewis has been President of Thermo Instrument since March
1997 and Chief Operating Officer of Thermo Instrument since January 1996. He was
an Executive Vice President of Thermo Instrument from January 1996 to March 1997
and was Vice President from 1990 through 1995. Mr. Lewis also has been Director
and Chief Executive Officer of Thermo Optek, which is a majority-owned
subsidiary of Thermo Instrument that manufactures optical spectroscopy
instruments and affiliated components, since August 1995,

30
<PAGE> 32

Chairman of the Board of Thermo Optek since April 1997 and President of Thermo
Optek from August 1995 to April 1997. Mr. Lewis served as President of Thermo
Jarrell Ash, a subsidiary of Thermo Optek that manufactures atomic
spectrometers, through December 1995, and for more than five years prior to that
date. Mr. Lewis is also Director of ThermoSpectra Corporation and Trex Medical
Corporation.

John T. Keiser has been a Director of the Company since its inception in
November 1996. Mr. Keiser has been President of the Thermo Biomedical division
of Thermo Electron since 1991, which manufactures a variety of medical equipment
and instruments, and since 1994, Senior Vice President of Thermedics Inc., a
majority-owned subsidiary of Thermo Electron which develops and manufactures
product quality assurance systems, precision weighing and inspection equipment,
electrochemistry and microweighing products, electronic-test instruments,
explosives-detection devices and moisture-analysis systems and implantable
heart-assist systems and other biomedical products. Mr. Keiser had been
President of the Eberline Instrument division of Thermo Instrument from 1985 to
July 1994, which is a manufacturer of radiation detection and counting
instrumentation and radiation monitoring systems.

Arvin H. Smith has been a Director of the Company since its inception in
November 1996. Mr. Smith has been Director and Chief Executive Officer of Thermo
Instrument since 1986, Chairman of the Board of Thermo Instrument since March
1997 and President from 1986 to March 1997. 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 from 1986 to 1991. Mr. Smith is also a Director of
Thermedics, Thermo BioAnalysis Corporation, Thermo Optek, Thermo Power
Corporation, ThermoQuest Corporation and ThermoSpectra Corporation.

COMPENSATION OF DIRECTORS

All Directors who are not employees of the Company, Thermo Instrument or
Thermo Electron receive an annual retainer of $2,000 and a fee of $1,000 per day
for attending 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 and for participating in certain meetings of committees of the Board
of Directors. Payment of Directors fees is made quarterly. Messrs. Helm,
Hatsopoulos, Lewis, Keiser 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 in control or proposed change in control of the Company that is not
approved by the Board of Directors, deferred amounts become payable immediately.
Either of the following is deemed to be a change of control: (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 for 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
end of each quarter as units of Common Stock. When payable, amounts deferred may
be disbursed solely in shares of Common Stock accumulated under the Deferred
Compensation Plan. As of April 8, 1997, the Company has reserved 25,000 shares
under this plan. The Deferred Compensation Plan will not become effective until
completion of an initial public offering. No stock options have been granted
under this plan.

31
<PAGE> 33

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 two other executive officers for the fiscal year ended December 28,
1996. 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 for
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. 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 SECURITIES
COMPENSATION UNDERLYING OPTIONS
------------------ (NO. OF SHARES AND ALL OTHER
NAME AND PRINCIPAL POSITION FY SALARY BONUS COMPANY)(1) COMPENSATION(2)
- --------------------------------- ---- -------- ------- ------------------ ---------------
<S> <C> <C> <C> <C> <C>
Denis A. Helm(3)................. 1996 $150,000 $86,400 (MKA) $ 6,681
Chief Executive Officer
Ernesto A. Corte................. 1996 $163,530 $37,000 (MKA) $ 6,750
President and Chief Operating 7,500(TOC)
Officer 5,000(TMQ)
Werner G. Kramer................. 1996 $177,165 $ 0 (MKA) $ 0
Executive Vice President 7,500(TOC)
5,000(TMQ)
</TABLE>

- ---------------
(1) All options to purchase shares of the Company's Common Stock shown in the
table were granted after the end of fiscal 1996 but are included in the
table for clarity of presentation. In addition to grants of options to
purchase Common Stock of the Corporation (designated in the table as MKA),
the named executive officers of the Corporation have been granted options to
purchase common stock of Thermo Electron and certain of its other
subsidiaries as part of Thermo Electron's stock option program. Options have
been granted during the last fiscal year to the named executive officers
(other than the chief executive officer) in the following Thermo Electron
companies: Thermo Optek Corporation (designated in the table as TOC) and
ThermoQuest Corporation (designated in the table as TMQ).

(2) Represents the amount of matching contributions made by the individual's
employer on behalf of the named executive officer participating in the
Thermo Electron 401(k) plan.

(3) Mr. Helm is a Senior Vice President of Thermo Instrument as well as the
Chief Executive Officer of the Company. Reported in the table under "Annual
Compensation" and "All Other Compensation" are the total amounts paid to Mr.
Helm for his service in all capacities to Thermo Electron companies. For
fiscal years after 1996, the Human Resources Committee of the Board of
Directors of the Company will review total annual compensation to be paid to
Mr. Helm from all sources within the Thermo Electron organization and
approve an allocation of a percentage of annual compensation (salary and
bonus) for the time he devotes to the affairs of the Company. For 1996, none
of Mr. Helm's annual compensation was allocated to the Company. In addition,
Mr. Helm has been granted options to purchase common stock of Thermo
Electron and certain of its subsidiaries other than the Company from time to
time by Thermo Electron or such other subsidiaries. These options

32
<PAGE> 34

are not reported here as they were granted as compensation for service to
Thermo Electron companies in capacities other than in his capacity as Chief
Executive Officer of the Company.

Stock Options Granted During Fiscal 1996

The following table sets forth information concerning individual grants of
stock options made during fiscal 1996 to the Company's chief executive officer
and the other named executive officers. It has not been the Company's policy in
the past to grant stock appreciation rights, and no rights were granted during
fiscal 1996.

OPTION GRANTS IN FISCAL 1996

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF STOCK PRICE
SHARES % OF TOTAL APPRECIATION
UNDERLYING OPTIONS GRANTED FOR OPTION TERM(2)
OPTIONS TO EMPLOYEES IN EXERCISE PRICE --------------------
NAME GRANTED(1) FISCAL YEAR PER SHARE EXPIRATION DATE 5% 10%
- ---------------------- --------- --------------- -------------- --------------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Denis A. Helm(3)...... (MKA)
Ernesto A. Corte...... (MKA)
7,500(TOC) 0.2%(4) $12.00 4/11/08 $71,625 $192,450
5,000(TMQ) 0.2%(4) $13.00 2/8/08 $51,750 $139,000
Werner G. Kramer...... (MKA)
7,500(TOC) 0.2%(4) $12.00 4/11/08 $71,625 $192,450
5,000(TMQ) 0.2%(4) $13.00 2/8/08 $51,750 $139,000
</TABLE>

- ---------------
(1) All options to purchase shares of the Common Stock of the Company
(designated in the table as MKA) were granted after the end of fiscal 1996
but are included in the table for clarity of presentation. All of the
options granted during the fiscal year are immediately exercisable, except
the options to purchase shares of the Common Stock of the Company, which are
not exercisable until the earlier of (i) 90 days after the effective date of
the registration of the Company's Common Stock under Section 12 of the
Securities Exchange Act of 1934 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 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 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 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, the option holders'
continued employment through the option period and the date on which the
options are exercised.

(3) Mr. Helm has been granted options to purchase shares of the common stock of
Thermo Electron and its subsidiaries other than the Company. These options
are not reported in the table as they were granted as compensation for
service in capacities other than Mr. Helm's capacity as Chief Executive
Officer of the Company.

33
<PAGE> 35

(4) These options were granted under stock option plans maintained by Thermo
Electron companies other than the Company and accordingly are reported as a
percentage of total options granted to employees of Thermo Electron and its
subsidiaries.

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

The following table reports certain information regarding stock option
exercises during fiscal 1996 and outstanding stock options held at the end of
fiscal 1996 by the Company's chief executive and the other named executive
officers. No stock appreciation rights were exercised or were outstanding during
fiscal 1996.

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

<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
IN-THE-MONEY
NUMBER OF OPTIONS AT FISCAL
SHARES SECURITIES UNDERLYING YEAR-END
ACQUIRED UNEXERCISED OPTIONS -----------------
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME COMPANY EXERCISE REALIZED UNEXERCISABLE(1) UNEXERCISABLE(1)
- ------------------- ------------------ -------- -------- ---------------------- -----------------
<S> <C> <C> <C> <C> <C>
Denis A. Helm(2)... Metrika Systems -- -- $ --/0(3)
Ernesto A. Corte... Metrika Systems -- -- $ --/0(3)
Thermo Instrument -- -- 46,875/0 $871,791/--
Thermo Optek -- -- 7,500/0 $ 0/--
ThermoQuest -- -- 5,000/0 $ 0/--
ThermoSpectra -- -- 500/0 $ 938/--
Werner G. Kramer... Metrika Systems -- -- $ --/0(3)
Thermo Instrument -- -- 5,700/0 $ 93,704/--
Thermo Optek -- -- 7,500/0 $ 0/--
ThermoQuest -- -- 5,000/0 $ 0/--
ThermoSpectra -- -- 700/0 $ 1,313/--
</TABLE>

- ---------------
(1) All options to purchase shares of the Common Stock of the Company were
granted after the end of fiscal 1996 but are included in the table for
clarity of presentation. All of the options reported outstanding at the end
of the fiscal year were immediately exercisable, except for options to
purchase shares of the common stock of the Company which are not exercisable
until the earlier of (i) 90 days after the effective date of the
registration of such company's common stock under Section 12 of the
Securities 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 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 whose shares are not publicly traded, the
repurchase rights lapse in their entirety on the ninth anniversary of the
grant date.

(2) Mr. Helm has been granted options to purchase shares of the common stock of
Thermo Electron and its subsidiaries other than the Company. These options
are not reported here as they were granted as compensation for service to
other Thermo Electron companies in capacities other than in Mr. Helm's
capacity as Chief Executive Officer of the Company.

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

34
<PAGE> 36

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL STOCKHOLDER

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of March 31, 1997 with respect to each person who
was known by the Company to own beneficially more than 5% of the outstanding
shares of Common Stock.

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF OUTSTANDING
OF BENEFICIAL OWNER BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
- --------------------------------------------------- ------------------ -------------------------
<S> <C> <C>
Thermo Instrument Systems Inc.(1).................. 10,000,000 84%
1275 Hammerwood Avenue
Sunnyvale, California 94089
</TABLE>

- ---------------
(1) Thermo Instrument is an 82%-owned subsidiary of Thermo Electron and,
therefore, Thermo Electron may be deemed to be a beneficial owner of the
shares of Common Stock beneficially owned by Thermo Instrument. Thermo
Electron disclaims beneficial ownership of these shares. After the sale of
the Common Stock in this offering, Thermo Instrument will own approximately
67% of the outstanding Common Stock (65% if the Underwriters' over-allotment
option is exercised in full).

Thermo Instrument has adopted a stock option plan with respect to the
Common Stock that it beneficially owns. Under this plan, options to purchase up
to shares of such stock may be granted to any person within the
discretion of the human resources committee of the Board of Directors of Thermo
Instrument, including officers and key employees of Thermo Instrument.

MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of March 1, 1997 as well as information
regarding the beneficial ownership of the Stock and the common stock of Thermo
Instrument and Thermo Electron, as of March 1, 1997, with respect to (i) each
Director, (ii) each executive officer named in the summary compensation table
above, and (iii) all Directors and current executive officers as a group.

While certain Directors or executive officers of the Company are also
directors and executive officers of Thermo Instrument or its subsidiaries other
than the Company, all such persons disclaim beneficial ownership of the shares
of Common Stock owned by Thermo Instrument.

<TABLE>
<CAPTION>
METRIKA SYSTEMS THERMO INSTRUMENT THERMO ELECTRON
NAME(1) CORPORATION(2) SYSTEMS INC.(3) CORPORATION(4)
- ------------------------------------------ --------------- ----------------- ---------------
<S> <C> <C> <C>
Ernesto A. Corte.......................... 7,000 48,562 1,620
John N. Hatsopoulos....................... 0 81,204 526,768
Denis A. Helm............................. 2,000 161,729 164,378
John T. Keiser............................ 0 117,450 111,397
Werner G. Kramer.......................... 2,000 6,350 0
Earl R. Lewis............................. 0 128,233 124,184
Arvin H. Smith............................ 0 431,667 513,038
All Directors and Current Executive
Officers as a Group (8 persons)......... 11,000 993,887 1,586,383
</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
include shares owned by the indicated person and by that person for the
benefit of minor children, and all share ownership involves sole voting and
investment power.

35
<PAGE> 37

(2) No Director or executive officer beneficially owned more than 1% of the
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 Mr.
Corte, Mr. Hatsopoulos, Mr. Helm, Mr. Keiser, Mr. Kramer, Mr. Lewis, Mr.
Smith, and all Directors and executive officers as a group include 46,875,
65,625, 112,500, 56,250, 5,010, 112,500, 234,375 and 648,135 shares,
respectively, that such person or group has the right to acquire within 60
days of March 1, 1997, through the exercise of stock options. Shares
beneficially owned by Mr. Hatsopoulos, Mr. Smith, and all Directors and
executive officers as a group include 529, 530 and 1,455 full shares,
respectively, allocated through March 1, 1997 to their respective accounts
maintained pursuant to Thermo Electron's employee stock ownership plan
("ESOP"). The trustees of the ESOP as of March 1, 1997, who have investment
power over its assets, are Mr. John N. Hatsopoulos and Mr. Peter G.
Pantazelos, executive officers of Thermo Electron. Shares beneficially owned
by Mr. Helm include a total of 4,212 shares held in custodial accounts for
certain of Mr. Helm's sons. Shares beneficially owned by Mr. Lewis include
2,390 shares held by Mr. Lewis' spouse. No Director or executive officer
beneficially owned more than 1% of the common stock of Thermo Instrument
outstanding as of March 1, 1997; all Directors and executive officers as a
group beneficially owned 1.02% of such common stock outstanding as of such
date.

(4) Shares of the common stock of Thermo Electron beneficially owned by Mr.
Hatsopoulos, Mr. Helm, Mr. Keiser, Mr. Lewis, Mr. Smith, and all Directors
and executive officers as a group include 429,685, 106,347, 81,297, 121,536,
222,411 and 1,058,850 shares, respectively, that such person or group has
the right to acquire within 60 days of March 1, 1997, through the exercise
of stock options. Shares beneficially owned by Mr. Hatsopoulos, Mr. Smith,
and all Directors and executive officers as a group include 1,934, 1,717 and
4,975 full shares, respectively, allocated through March 1, 1997 to their
respective accounts maintained pursuant to Thermo Electron's ESOP. The
trustees of the ESOP as of March 1, 1997, who have investment power over its
assets, are Mr. John N. Hatsopoulos and Mr. Peter G. Pantazelos. No other
Director or executive officer beneficially owned more than 1% of such common
stock as of March 1, 1997. All Directors and executive officers as a group
beneficially owned 1.05% of the common stock of Thermo Electron outstanding
as of March 1, 1997.

36
<PAGE> 38

DESCRIPTION OF CAPITAL STOCK

As of March 31, 1997, the Company had 25,000,000 shares of Common Stock
authorized for issuance, of which 11,935,667 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
stockholders. 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 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, which means
that 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. Prior to this offering, Thermo Instrument
owned 10,000,000 shares of Common Stock, which represented 84% of the
outstanding Common Stock. Upon completion of this Offering, Thermo Instrument
(and Thermo Electron through its majority ownership of Thermo Instrument) will
continue to beneficially own at least 67% of the outstanding Common Stock, and
will have the power to elect all of the members of the Company's Board of
Directors.

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 to the fullest extent permitted
by the General Corporation Law of Delaware. 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.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, there will be 14,935,667 shares of Common
Stock of the Company outstanding (assuming no exercise of the Underwriters'
over-allotment option). The shares issued in this offering will be 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, may generally only be resold in
compliance with applicable provisions of Rule 144. The Company has agreed,
pursuant to a Stock Purchase Agreement with the shareholders of the Company
other than Thermo Instrument, to file a registration statement under the
Securities Act covering the sale of 1,935,667 shares of the Common Stock owned
by them (the "Registrable Shares") within 120 days of the closing of this
offering. All fees, costs and expenses of the registration of the Registrable
Shares will be paid by the Company. See "Risk Factors -- Shares Eligible for
Sale After this Offering."

Of such 14,935,667 outstanding shares, 10,000,000 will be owned by Thermo
Instrument. Thermo Instrument has agreed that, without the prior written consent
of the Representatives (as defined below under the caption "Underwriters"), it
will not offer, sell, grant any option to purchase or otherwise dispose of any
shares of the Common Stock within 180 days after the date of this Prospectus,
other than (i) shares of Common Stock to be sold to the Underwriters in this
offering, (ii) the issuance of options and sales of shares of Common Stock
pursuant to existing stock-based compensation plans, and (iii) shares of Common
Stock issuable upon the conversion of securities outstanding on the date of this
Prospectus. Upon expiration of this lock-up agreement, Thermo Instrument may
sell its shares of Common Stock in an offering registered under the Securities
Act or pursuant to an exemption from such registration. 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 person (or persons whose shares are aggregated) who has
beneficially owned

37
<PAGE> 39

restricted shares for at least one year 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 of the notice filed pursuant to Rule 144. Sales under Rule 144 are also
subject to certain manner of sale restrictions and notice requirements and to
the availability of current public information about the Company. In addition, a
person who is deemed an "affiliate" of the Company must comply with Rule 144 in
any sale of shares of Common Stock not covered by a registration statement
(except, in the case of registered shares acquired by the affiliate on the open
market, for the holding period requirement). A person (or person whose shares
are aggregated) who is not deemed an "affiliate" of the Company and who has
beneficially owned restricted shares for at least two years is entitled to sell
such shares under Rule 144(k) without regard to the volume, notice and other
limitations of Rule 144. In meeting the one and two year holding periods
described above, a holder of restricted shares can include the holding periods
of a prior owner who was not an affiliate.

The Company has reserved 600,000 shares for grants under its existing
stock-based compensation plans. As of May , 1997, the Company had options
outstanding to purchase up to shares of Common Stock to its employees and
Directors at an exercise price of $ per share. None of such options are
currently exercisable. Ninety days after the completion of the Company's initial
public offering, such options will become immediately exercisable, subject to
repurchase 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 May ,1997, the
repurchase rights had not lapsed with respect to any shares issuable upon
exercise of outstanding options. 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 will
be eligible for sale in the public market after the effective date of such
registration statements. Each of the Company, Thermo Instrument and Thermo
Electron has agreed that it will not offer, sell, or grant any option to
purchase or otherwise dispose of any shares of Common Stock (except for the
grant of options and the sale of shares of Common Stock pursuant to stock-based
compensation plans, sales to Thermo Instrument and the issuance of shares as
consideration for the acquisition of one or more businesses (provided that such
shares may not be resold prior to the expiration of 180 days after the date of
this Prospectus)) within 180 days after the date of this Prospectus, without the
prior consent of the Representatives of the Underwriters.

Prior to this offering there has been no public market for the Common
Stock. The effect, if any, of public sales or the availability of shares for
sale at prevailing market prices cannot be predicted. Nevertheless, sales of
substantial amounts of shares in the public market could adversely affect
prevailing market prices.

38
<PAGE> 40

UNDERWRITING

Subject to the terms and conditions set forth in an Underwriting Agreement
by and among the Company and each of the Underwriters named below, for whom
Salomon Brothers Inc, Lehman Brothers Inc., Smith Barney Inc. and Cazenove & Co.
are acting as representatives (the "Representatives"), has severally agreed to
purchase from the Company the number of shares of Common Stock set forth
opposite its name in the table below:

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- -------------------------------------------------------------------------- ----------------
<S> <C>
Salomon Brothers Inc......................................................
Lehman Brothers Inc. .....................................................
Smith Barney Inc..........................................................
Cazenove & Co. ...........................................................

---------
Total........................................................... 3,000,000
=========
</TABLE>

In the Underwriting Agreement, the several Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all of the
shares of Common Stock offered hereby (other than those covered by the
over-allotment option described below) if any such shares of Common Stock are
purchased. In the event of a default by any Underwriter, the Underwriting
Agreement provides that, in certain circumstances, purchase commitments of the
non-defaulting Underwriters may be increased or the Underwriting Agreement may
be terminated. The Company has been advised by the Representatives that the
several Underwriters propose initially to offer such shares of Common Stock at
the public offering price set forth on the cover page of this Prospectus and to
certain dealers at such price less a concession not in excess of $ per
share. The Underwriters may allow, and such dealers may reallow, a concession
not in excess of $ per share to other dealers. After the initial offering,
the public offering price and such concessions may be changed.

The Company has granted to the Underwriters an option, exercisable during
the 30-day period after the date of this Prospectus, to purchase up to 450,000
additional shares of Common Stock, at the public offering price less the
underwriting discount set forth on the cover page of this Prospectus. The
Underwriters may exercise such option only to cover over-allotments in the sale
of the shares of Common Stock that the Underwriters have agreed to purchase. To
the extent that the Underwriters exercise such option, each Underwriter will
have a firm commitment, subject to certain conditions, to purchase a number of
option shares proportionate to such Underwriter's initial commitment.

The Company's officers and directors and certain beneficial owners of the
Common Stock have agreed that they will not, without the prior written consent
of Salomon Brothers Inc, offer, sell or contract to sell, or otherwise dispose
of, directly or indirectly, or announce an offering of, any shares of Common
Stock beneficially owned by such person or any securities convertible into, or
exchangeable for, shares of Common Stock during the 180-day period following the
date of this Prospectus, other than shares of Common Stock disposed of as bona
fide gifts. The Company has agreed that it will not, without the prior written
consent of Salomon Brothers Inc, offer, sell or contract to sell, or otherwise
dispose of, directly or indirectly, or announce an offer of any shares of Common
Stock, options or any securities convertible into, or exchangeable for, shares
of Common Stock during the 180-day period following the date of this Prospectus;
provided, however, that the Company may issue and sell Common Stock pursuant to
any employee stock option in effect at the date of this Prospectus and the
Company may issue Common Stock issuable upon the conversion of securities
outstanding on the date of this Prospectus. Salomon Brothers Inc in its sole
discretion may release any of the shares subject to the lock-up at any time
without notice.

39
<PAGE> 41

The Underwriting Agreement provides that the Company will indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act, or contribute to payments the Underwriters may be required
to make in respect thereof.

In connection with this offering, the Underwriters may overallot or effect
transactions which stabilize, maintain or otherwise affect the market price of
the Common Stock at levels above those which might otherwise prevail in the open
market, including by entering stabilizing bids, effecting syndicate covering
transactions or imposing penalty bids. A stabilizing bid means the placing of
any bid, or effecting of any purchase, for the purpose of pegging, fixing or
maintaining the price of Common Stock. A syndicate covering transaction means
the placing of any bid on behalf of the underwriting syndicate or the effecting
of any purchase to reduce a short position created in connection with the
offering. A penalty bid means an arrangement that permits Salomon Brothers Inc
to reclaim a selling concession from a syndicate member in connection with the
offering when shares of Common Stock sold by the syndicate member are purchased
in syndicate covering transactions. Such transactions may be effected on the
American Stock Exchange, in the over-the-counter market, or otherwise. Such
stabilizing, if commenced, may be discontinued at any time.

The Representatives have informed the Company that they do not intend to
confirm sales to any account over which they exercise discretionary authority.

Prior to this offering there has been no public market for the Common
Stock. The price to the public for the shares of Common Stock will be determined
through negotiations between the Company and the Representatives and will be
based on, among other things, the Company's financial and operating history and
condition, the prospects of the Company and its industry in general, the
management of the Company and the market prices of securities of companies
engaged in businesses similar to those of the Company. There can, however, be no
assurance that the prices at which the shares of Common Stock will sell in the
public market after this offering will not be lower than the price at which it
is sold by the Underwriters.

LEGAL OPINIONS

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, and certain legal matters
will be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, Boston,
Massachusetts. Mr. Hoogasian owns or has the right to acquire 16,737 shares of
common stock of Thermo Instrument and 107,558 shares of common stock of Thermo
Electron.

EXPERTS

The financial statements of the Company included in this Prospectus and the
financial statement schedule 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 authority of said firm as experts in giving said reports.

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 of
1933, as amended, 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,

40
<PAGE> 42

450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at 7 World Trade Center, New York, New York 10048 and at 500 West
Madison Street, Chicago, Illinois 60661. The Commission also maintains a web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission,
including the Company. The address of such site is http://www.sec.gov.

REPORTS TO SECURITY HOLDERS

The Company intends to furnish holders of the Common Stock offered hereby
with annual reports containing financial statements audited by an independent
public accounting firm and with quarterly reports containing unaudited summary
financial statements for each of the first three quarters of each fiscal year.

41
<PAGE> 43

METRIKA SYSTEMS CORPORATION

<TABLE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<CAPTION>
PAGE
-----
<S> <C>
Report of Independent Public Accountants............................................. F-2
Consolidated Statement of Income for the years ended December 31, 1994, December 30,
1995 and December 28, 1996......................................................... F-3
Consolidated Balance Sheet as of December 30, 1995 and December 28, 1996............. F-4
Consolidated Statement of Cash Flows for the years ended December 31, 1994,
December 30, 1995 and December 28, 1996............................................ F-5
Consolidated Statement of Shareholders' Investment for the years ended December 31,
1994, December 30, 1995 and December 28, 1996...................................... F-6
Notes to Consolidated Financial Statements........................................... F-7
</TABLE>

F-1
<PAGE> 44

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of Metrika Systems Corporation:

We have audited the accompanying consolidated balance sheet of Metrika
Systems Corporation (a Delaware corporation and 84%-owned subsidiary of Thermo
Instrument Systems Inc.) and subsidiaries as of December 30, 1995 and December
28, 1996, and the related consolidated statements of income, cash flows and
shareholders' investment for each of the three years in the period ended
December 28, 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 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 Metrika
Systems Corporation and subsidiaries as of December 30, 1995 and December 28,
1996, and the results of their operations and their cash flows for each of the
three years in the period ended December 28, 1996, in conformity with generally
accepted accounting principles.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
March 31, 1997

F-2
<PAGE> 45

METRIKA SYSTEMS CORPORATION

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

<TABLE>
<CAPTION>
1994 1995 1996
------- ------- -------
<S> <C> <C> <C>
Revenues (Note 8).......................................... $38,612 $46,032 $52,047
------- ------- -------
Costs and Operating Expenses:
Cost of revenues...................................... 22,157 25,767 28,527
Selling, general and administrative expenses (Note
5).................................................. 10,256 11,640 13,395
Research and development expenses..................... 2,259 2,580 3,024
------- ------- -------
34,672 39,987 44,946
------- ------- -------
Operating Income........................................... 3,940 6,045 7,101
Interest Expense (Note 5).................................. (718) (1,146) (796)
Interest Income............................................ 34 21 101
------- ------- -------
Income Before Provision for Income Taxes................... 3,256 4,920 6,406
Provision for Income Taxes (Note 4)........................ 1,489 2,068 2,561
------- ------- -------
Net Income................................................. $ 1,767 $ 2,852 $ 3,845
======= ======= =======
Earnings per Share......................................... $ .17 $ .28 $ .37
======= ======= =======
Weighted Average Shares.................................... 10,344 10,344 10,397
======= ======= =======
</TABLE>

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

F-3
<PAGE> 46

METRIKA SYSTEMS CORPORATION

CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
1995 1996
------- -------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents......................................... $ 1,302 $20,229
Accounts receivable, less allowances of $670 and $632............. 11,458 10,896
Unbilled contract costs and fees.................................. 5,285 1,706
Inventories....................................................... 5,676 6,347
Prepaid income taxes and other current assets (Note 4)............ 1,795 1,457
------- -------
25,516 40,635
------- -------
Property, Plant and Equipment, at Cost, Net............................ 13,527 12,100
------- -------
Other Assets........................................................... 1,146 926
------- -------
Cost in Excess of Net Assets of Acquired Companies..................... 13,785 13,105
------- -------
$53,974 $66,766
======= =======
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Notes payable and current maturities of long-term obligation (Note
6)............................................................... $14,351 $11,578
Accounts payable.................................................. 1,642 2,463
Accrued payroll and employee benefits............................. 1,570 2,225
Customer deposits................................................. 5,057 3,377
Billings in excess of contract costs and fees..................... 3,186 470
Other accrued expenses............................................ 2,775 4,500
Due to parent company and affiliated companies (Note 5)........... 5,005 7,317
------- -------
33,586 31,930
------- -------
Accrued Pension Costs (Note 2)......................................... 4,536 4,752
------- -------
Long-term Obligation (Note 6).......................................... 6,470 5,223
------- -------
Commitments (Note 7)
Shareholders' Investment (Notes 2 and 3):
Net parent company investment..................................... 11,433 --
Common stock, $.01 par value, 25,000,000 shares authorized;
11,935,667 shares issued and outstanding in 1996................. -- 119
Capital in excess of par value.................................... -- 25,991
Retained earnings................................................. -- 298
Cumulative translation adjustment................................. (2,051) (1,547)
------- -------
9,382 24,861
------- -------
$53,974 $66,766
======= =======
</TABLE>

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

F-4
<PAGE> 47

METRIKA SYSTEMS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
1994 1995 1996
------- ------- -------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income............................................... $ 1,767 $ 2,852 $ 3,845
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization......................... 1,789 1,866 1,792
Provision for losses on accounts receivable........... 26 417 --
Deferred income tax expense........................... 1,237 357 69
Other noncash items................................... 200 597 (87)
Changes in current accounts:
Accounts receivable................................. (4,162) (2,223) 307
Inventories and unbilled contract costs and fees.... (304) (1,905) 2,708
Other current assets................................ 63 (555) 208
Accounts payable.................................... 196 458 842
Billings in excess of contract costs and fees....... 1,655 795 (2,749)
Other current liabilities........................... (1,406) 1,866 871
------- ------- -------
Net cash provided by operating activities... 1,061 4,525 7,806
------- ------- -------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment............... (845) (910) (671)
Other.................................................... (39) 28 26
------- ------- -------
Net cash used in investing activities....... (884) (882) (645)
------- ------- -------
FINANCING ACTIVITIES:
Net proceeds from issuance of Company common stock
(Note 3).............................................. -- -- 13,528
Net transfers to parent company prior to capitalization
of the Company........................................ (6,277) (6,020) (2,398)
Increase in due to parent company and affiliated
companies............................................. 4,978 1,418 2,683
Increase (decrease) in short-term obligations............ (5,845) 2,855 (1,886)
Proceeds from issuance of long-term obligation........... 7,420 -- --
Repayment of long-term obligation........................ -- (694) (791)
------- ------- -------
Net cash provided by (used in) financing
activities................................ 276 (2,441) 11,136
------- ------- -------
Exchange Rate Effect on Cash............................... (229) (1,084) 630
------- ------- -------
Increase in Cash and Cash Equivalents...................... 224 118 18,927
Cash and Cash Equivalents at Beginning of Year............. 960 1,184 1,302
------- ------- -------
Cash and Cash Equivalents at End of Year................... $ 1,184 $ 1,302 $20,229
======= ======= =======
CASH PAID FOR:
Interest................................................. $ 720 $ 1,144 $ 794
======= ======= =======
Income taxes............................................. $ -- $ 55 $ 393
======= ======= =======
</TABLE>

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

F-5
<PAGE> 48

METRIKA SYSTEMS CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDERS' INVESTMENT
(IN THOUSANDS)

<TABLE>
<CAPTION>
NET COMMON
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 1, 1994.............. $ 19,111 $-- $-- $-- $ 2
Net income........................... 1,767 -- -- -- --
Net transfer to parent company....... (6,277) -- -- -- --
Translation adjustment............... -- -- -- -- (508)
------- ---- ------- ---- -------
BALANCE DECEMBER 31, 1994............ 14,601 -- -- -- (506)
Net income........................... 2,852 -- -- -- --
Net transfer to parent company....... (6,020) -- -- -- --
Translation adjustment............... -- -- -- -- (1,545)
------- ---- ------- ---- -------
BALANCE DECEMBER 30, 1995............ 11,433 -- -- -- (2,051)
Net income before capitalization of
the Company........................ 3,547 -- -- -- --
Net transfer to parent company....... (2,398) -- -- -- --
Capitalization of the Company........ (12,582) 100 12,482 -- --
Net income after capitalization of
the Company........................ -- -- -- 298 --
Net proceeds from private placement
of Company common stock (Note 3)... -- 19 13,509 -- --
Translation adjustment............... -- -- -- -- 504
------- ---- ------- ---- -------
BALANCE DECEMBER 28, 1996............ $ -- $ 119 $25,991 $ 298 $(1,547)
======= ==== ======= ==== =======
</TABLE>

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

F-6
<PAGE> 49

METRIKA SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Metrika Systems (the "Company") manufactures and markets on-line industrial
process optimization systems that employ proprietary ultra-high speed advanced
scientific measurement technologies. The Company manufactures process
optimization systems that provide real-time, non-destructive analysis of the
composition of raw materials in basic materials production processes, including
coal, cement and minerals. The Company also manufactures systems which are used
primarily to measure and control parameters such as material thickness, coating
thickness and coating weight in web-type materials, such as metal strip, rubber
and plastic foils. Customers use these systems to improve product quality and
consistency, lower material costs, reduce energy consumption and minimize waste.

Relationship with Thermo Instrument Systems Inc. and Thermo Electron
Corporation

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 had positive cash flow from
operations for all periods presented.

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 1994, 1995 and 1996 are for the fiscal years ended December
31, 1994, December 30, 1995 and December 28, 1996, respectively.

Revenue Recognition

Generally, the Company recognizes product revenues upon shipment of its
products. The Company provides a reserve for its estimate of warranty and
installation costs at the time of shipment. Revenues and profits on
substantially all contracts are recognized using the percentage-of-completion
method. Revenues recorded under the percentage-of-completion method were
$4,292,000 in 1994, $4,977,000 in 1995 and $5,777,000 in 1996. The percentage of
completion is determined by relating the actual costs incurred to date to
management's estimate of total costs to be incurred on each contract. If a loss
is indicated on any contract in process, a provision is made currently for the
entire loss. Contracts generally provide for the billing of customers upon the
attainment of certain milestones in each contract. Revenues earned on contracts
in process in excess of billings are classified as unbilled contract costs and
fees in the accompanying balance sheet. There are no significant amounts
included in the accompanying balance sheet that are not expected to be recovered
from existing contracts at current contract values, or

F-7
<PAGE> 50

METRIKA SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

that are not expected to be collected within one year, including amounts that
are billed but not paid under retainage provisions.

Stock-based Compensation Plans

The Company applies Accounting Principles Board Opinion ("APB") No. 25,
"Accounting for Stock Issued to Employees" and related interpretations in
accounting for its stock-based compensation plans (Note 2). Accordingly, no
accounting recognition is given to stock options granted at fair market value
until they are exercised. Upon exercise, net proceeds, including tax benefits
realized, are credited to equity.

Income Taxes

The Company, Thermo Instrument and Thermo Electron entered into a tax
allocation agreement under which 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 were to drop below 80%, the Company would be required
to file its own federal income tax return.

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 certain Securities and Exchange Commission requirements,
earnings per share have been presented for all periods. Weighted average shares
for all periods represent the 10,000,000 shares issued to Thermo Instrument in
connection with the initial capitalization of the Company, and in 1996 the
effect of shares sold through a private placement, as well as the effect of the
assumed issuance of private placement shares issued within one year prior to the
Company's proposed initial public offering in all periods.

Cash and Cash Equivalents

Prior to its incorporation, the cash receipts and disbursements of the
Company's domestic operations were combined with other Thermo Instrument
corporate cash transactions and balances. Therefore, cash of the Company's
domestic operations through November 1996 is not included in the accompanying
balance sheet.

As of December 28, 1996, $15,672,000 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 90-day
Commercial Paper Composite Rate plus 25 basis points, set at the beginning of
each quarter. Cash equivalents of $978,000 and $4,443,000 at year-end 1995 and
1996, respectively, at the Company's foreign operations were invested in
interest-bearing accounts. Cash and cash equivalents are carried at cost, which
approximates market value.

F-8
<PAGE> 51

METRIKA SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Inventories

<TABLE>
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:

<CAPTION>
1995 1996
------ ------
(IN THOUSANDS)
<S> <C> <C>
Raw material and supplies.............................. $3,289 $4,207
Work in process........................................ 2,045 1,230
Finished goods......................................... 342 910
------ ------
$5,676 $6,347
====== ======
</TABLE>

Property, Plant and Equipment

<TABLE>
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, 40 years; 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, plant and equipment consists of
the following:

<CAPTION>
1995 1996
------- -------
(IN THOUSANDS)
<S> <C> <C>
Land................................................. $ 2,011 $ 1,861
Buildings............................................ 9,286 8,594
Machinery, equipment and leasehold improvements...... 5,108 5,501
------- -------
16,405 15,956
Less: Accumulated depreciation and amortization...... 2,878 3,856
------- -------
$13,527 $12,100
======= =======
</TABLE>

Other Assets

Other assets in the accompanying balance sheet consists primarily of
acquired technology and the cost of acquired patents that are being amortized
using the straight-line method over their estimated useful lives, ranging from 5
to 20 years. Accumulated amortization was $705,000 and $925,000 at year-end 1995
and 1996, respectively.

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 $1,196,000 and $1,627,000 at year-end 1995 and 1996,
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 companies in assessing the recoverability of this asset. If impairment
has occurred, any excess of carrying value over fair value is recorded as a
loss.

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 shareholders' investment titled "Cumulative translation
adjustment." Foreign

F-9
<PAGE> 52

METRIKA SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

currency transaction gains and losses are included in the accompanying statement
of income and are not material for the three years presented.

Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash and cash
equivalents, accounts receivable, notes payable and current maturities of
long-term obligation, accounts payable, due to parent company and affiliated
companies and long-term obligation. The Company's long-term obligation bears
interest at a variable market rate and therefore, the carrying amount
approximates fair value (Note 6). The carrying amounts of the Company's
remaining financial instruments approximate fair value due to their short-term
nature.

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,
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.

2. EMPLOYEE BENEFIT PLANS

Stock-based Compensation Plans

Stock Option Plans

In November 1996, the Company adopted a stock-based compensation plan for
its key employees, directors, and others, which permits the grant 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 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 will be 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 will be 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 March 31, 1997, no options have been granted 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 and Thermo Instrument.

Employee Stock Purchase Program

Substantially all of the Company's full-time U.S. employees are eligible to
participate in an employee stock purchase program sponsored by Thermo Instrument
and Thermo Electron. Under this program, shares of Thermo Instrument's and
Thermo Electron's common stock can be purchased at the end of a 12-month period
at 95% of the fair market value at the beginning of the period, and the shares
purchased are subject to a six-month resale restriction. Prior to November 1,
1995, the applicable shares of common stock could be purchased at 85% of the
fair market value at the beginning of the period, and the shares

F-10
<PAGE> 53

METRIKA SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

purchased were subject to a one-year resale restriction. Shares are purchased
through payroll deductions of up to 10% of each participating employee's gross
wages.

401(k) Savings Plan

Substantially all of the Company's full-time U.S. employees are eligible to
participate in Thermo Electron'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. The Company
contributed and charged to expense $175,000, $178,000, and $176,000 in fiscal
1994, 1995 and 1996, respectively.

Defined Benefit Pension Plans

The Company's German subsidiary has a defined benefit pension plan covering
substantially all of its full-time employees. Benefits are based on a percentage
of eligible earnings for each year of service in excess of ten.

Net periodic pension costs included the following components:

<TABLE>
<CAPTION>
1994 1995 1996
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost..................................................... $169 $168 $186
Interest cost on projected benefit obligation.................... 230 257 293
Amortization of unrecognized obligation.......................... -- (13) --
---- ---- ----
$399 $412 $479
==== ==== ====
</TABLE>

The funded status of the Company's defined benefit pension plan is as
follows:

<TABLE>
<CAPTION>
1995 1996
------ ------
(IN THOUSANDS)
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefits..................................................... $3,323 $3,093
Non-vested benefits................................................. 114 77
------ ------
Accumulated benefit obligation................................. 3,437 3,170
Effect of projected future salary increases.............................. 1,016 307
------ ------
Projected benefit obligation............................................. 4,453 3,477
Plan assets at fair value................................................ -- --
------ ------
Plan assets less than projected benefit obligation....................... 4,453 3,477
Unrecognized net gain.................................................... 83 1,275
------ ------
$4,536 $4,752
====== ======
</TABLE>

Actuarial assumptions used to determine the net periodic pension costs
during 1994, 1995 and 1996 were:

<TABLE>
<CAPTION>
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Discount rate.................................................. 7.0% 6.7% 6.5%
Rate of increase in salary levels.............................. 3.5% 3.6% 1.5%
</TABLE>

In addition, the Company's United Kingdom subsidiary participates in a
multi-employer defined benefit pension plan covering substantially all of its
full-time employees. The Company contributed to the plan and charged to expense
$80,000, $119,000 and $134,000 in 1994, 1995 and 1996, respectively.

F-11
<PAGE> 54

METRIKA SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. COMMON STOCK

In December 1996, the Company issued 1,935,667 shares of its common stock
in a private placement at $7.50 per share, for net proceeds of $13,528,000.

At December 28, 1996, the Company had reserved 600,000 unissued shares of
its common stock for possible issuance under stock-based compensation plans.

4. INCOME TAXES

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

<CAPTION>
1994 1995 1996
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Domestic.................................................... $ 763 $2,845 $4,583
Foreign..................................................... 2,493 2,075 1,823
------ ------ ------
$3,256 $4,920 $6,406
====== ====== ======
</TABLE>

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

<CAPTION>
1994 1995 1996
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Currently payable (receivable):
Federal................................................ $ (16) $1,209 $1,864
State.................................................. 18 226 363
Foreign................................................ 250 276 265
------ ------ ------
252 1,711 2,492
------ ------ ------
Deferred (prepaid), net:
Federal................................................ 359 (165) (273)
State.................................................. 53 (24) (40)
Foreign................................................ 825 546 382
------ ------ ------
1,237 357 69
------ ------ ------
$1,489 $2,068 $2,561
====== ====== ======
</TABLE>

<TABLE>
The provision for income taxes in the accompanying statement of income
differs from the provision calculated by applying the statutory federal income
tax rate of 34% to income before provision for income taxes due to the
following:

<CAPTION>
1994 1995 1996
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Provision for income taxes at statutory rate................ $1,107 $1,673 $2,178
Increases (decreases) resulting from:
State income taxes, net of federal tax................. 47 133 213
Foreign tax rate and tax law differential.............. 227 117 27
Tax benefit of foreign sales corporation............... (36) (113) (140)
Amortization of cost in excess of net assets of
acquired companies................................... 111 111 111
Other.................................................. 33 147 172
------ ------ ------
$1,489 $2,068 $2,561
====== ====== ======
</TABLE>

F-12
<PAGE> 55

METRIKA SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

<TABLE>
<CAPTION>
1995 1996
------ ------
(IN THOUSANDS)
<S> <C> <C>
Prepaid income taxes:
Reserves and accruals............................................... $ 756 $ 577
Inventory basis difference.......................................... 197 307
Accrued compensation................................................ 105 105
------ ----
$1,058 $ 989
====== ====
</TABLE>

A provision has not been made for U.S. or additional foreign taxes on $6.7
million of undistributed earnings of 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 due to available U.S. foreign tax credits.

5. 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 pays Thermo Electron annually an amount equal to 1.0% of the
Company's revenues. The Company paid an annual fee equal to 1.25% and 1.20% of
the Company's revenues in 1994 and 1995, respectively. The annual fee is
reviewed and adjusted annually by mutual agreement of the parties. For these
services, the Company was charged $483,000, $552,000 and $520,000 in 1994, 1995
and 1996, respectively. 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 relationships among Thermo Electron and
its majority-owned subsidiaries). 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. 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.

Repurchase Agreement

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

Due to parent company and affiliated companies

The Company has borrowed funds from Thermo Optek Corporation, a
majority-owned subsidiary of Thermo Instrument, pursuant to a promissory note.
The Company had $1,388,000 and $1,928,000 outstanding under the promissory note
at year-end 1995 and 1996, respectively. The note bears interest at LIBOR plus
35 basis points. The interest rate for the notes outstanding at year-end 1995
and 1996 was 4.6% and 3.8%, respectively. The note was repaid in February 1997.
In addition, the Company had $3,617,000 and $2,611,000 of noninterest-bearing
advances from Thermo Instrument and affiliated companies at year-end 1995 and
1996, respectively, which are due on demand.

In December 1996, the Company borrowed $2,778,000 pursuant to a
noninterest-bearing advance from a wholly owned subsidiary of Thermo Instrument,
which was repaid on January 15, 1997.

F-13
<PAGE> 56

METRIKA SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Other Related Party Services

The Company leases office and manufacturing space in Germany to a wholly
owned subsidiary of Thermo Instrument pursuant to an arrangement whereby the
Company charges the Thermo Instrument subsidiary its allocated share of the
occupancy expenses of the Company's German facility, based on space utilized.
Pursuant to this arrangement, the Company recorded $302,000, $367,000 and
$368,000 in 1994, 1995 and 1996, respectively, as a reduction in selling,
general and administrative expenses in the accompanying statement of income.

6. SHORT- AND LONG-TERM OBLIGATIONS

Short-term Obligations

Notes payable and current maturities of long-term obligation in the
accompanying balance sheet includes $13,523,000 and $10,813,000 at year-end 1995
and 1996, respectively, of amounts borrowed under lines of credit at the
Company's foreign subsidiaries. The weighted average interest rate for these
borrowings at year-end 1995 and 1996 was 5.0% and 4.1%, respectively. Unused
lines of credit aggregated $7,794,000 at December 28, 1996. As of December 28,
1996, $1,400,000 of the total lines of credit are secured by property at the
Company's German subsidiary and the remainder is guaranteed by Thermo Electron.

Long-term Obligation

In October 1994, the Company's German subsidiary borrowed 11,500,000 German
deutsche marks pursuant to a promissory note, payable in monthly installments of
99,200 German deutsche marks with a final payment in October 2004. The balance
outstanding was $7,297,000 and $5,988,000 at year-end 1995 and 1996,
respectively. The loan is secured by property at the Company's German subsidiary
with a net book value of $9,746,000 at year-end 1996. The note bears interest at
a variable rate, which was 4.7% and 3.75% at year-end 1995 and 1996,
respectively.

The annual repayment requirements of the long-term obligation as of
December 28, 1996, are $765,000 in each year from 1997 through 2001 and
$2,163,000 in 2002 and thereafter.

7. COMMITMENTS

The Company leases portions of its office and operating facilities under
various operating lease arrangements. The accompanying statements of income
includes expenses from operating leases of $601,000, $650,000 and $632,000 in
1994, 1995 and 1996, respectively. Future minimum payments due under
noncancelable operating leases at December 28, 1996, are $622,000 in 1997;
$534,000 in each year from 1998 through 2000; $513,000 in 2001; and $1,345,000
in 2002 and thereafter. Total future minimum lease payments are $4,082,000.

8. CONCENTRATION OF RISK AND GEOGRAPHICAL INFORMATION

Various components of the Company's products are supplied by sole-source
vendors. The Company has not experienced significant difficulty in obtaining
adequate supplies from these vendors, and has identified alternate suppliers.
However, there can be no assurance that the unanticipated loss of a single
vendor would not result in delays in shipment or in the introduction of new
products.

F-14
<PAGE> 57

METRIKA SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
The following table shows data for the Company by geographical area.

<CAPTION>
1994 1995 1996
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Revenues:
United States......................................... $16,004 $19,492 $22,875
Germany............................................... 15,899 18,205 18,279
United Kingdom........................................ 5,336 7,190 8,679
France................................................ 1,677 1,974 2,385
Transfers between geographical areas(a)............... (304) (829) (171)
------- ------- -------
$38,612 $46,032 $52,047
======= ======= =======
Income before provision for income taxes:
United States......................................... $ 1,223 $ 3,397 $ 5,084
Germany............................................... 2,297 1,653 593
United Kingdom........................................ 588 1,192 1,485
France................................................ 315 356 467
Corporate and eliminations(b)......................... (483) (553) (528)
------- ------- -------
Total operating income................................ 3,940 6,045 7,101
Interest expense, net................................. (684) (1,125) (695)
------- ------- -------
Income before provision for income taxes.............. $ 3,256 $ 4,920 $ 6,406
======= ======= =======
Identifiable assets:
United States......................................... $23,267 $23,313 $19,571
Germany............................................... 21,534 25,027 24,496
United Kingdom........................................ 3,440 3,748 5,176
France................................................ 1,020 1,886 1,745
Corporate(c).......................................... -- -- 15,778
------- ------- -------
$49,261 $53,974 $66,766
======= ======= =======
Export revenues included in United States revenues
above(d):
Asia.................................................. $ 5,795 $ 3,528 $ 7,328
Other................................................. 3,621 7,070 6,091
------- ------- -------
$ 9,416 $10,598 $13,419
======= ======= =======
</TABLE>

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

(a) Transfers between geographical areas are accounted for at prices that are
representative of transactions with unaffiliated parties.
(b) Primarily general and administrative expenses.
(c) Primarily cash and cash equivalents.
(d) In general, export sales are denominated in U.S. dollars.

9. SUBSEQUENT EVENT

Acquisition

On December 31, 1996, the Company acquired the assets, subject to certain
liabilities, of the Autometrics division of Svedala Industries Inc.
("Autometrics"), for $1,347,000 in cash. The acquisition will be accounted for
using the purchase method of accounting. Autometrics is a manufacturer and
marketer of on-line analysis instruments for the minerals processing industry.

F-15
<PAGE> 58
ARTWORK DESCRIPTIONS FOR INSIDE BACK COVER

Photo 3 -- Coal analyzer in the field

The Company's On-line Coal Analyzer uses neutron interrogation to determine the
sulfur and ash concentration of the coal, and can analyze streams of coal at a
rate of up to four hundred tons per hour. Customers then use this data to blend
and sort coal to improve its quality and to optimize combustion processes.

Photo 4 -- Cross belt analyzer, in a factory site, with material being
fed through belt

The Company's Cross Belt Analyzer ("CBA") is currently used primarily by the
cement industry to analyze the composition of raw materials. The CBA analyzes
materials at rates in excess of 1,000 tons per hour, and can incorporate
high-speed proprietary software which allows the customer to automatically
control and optimize production processes.
<PAGE> 59

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATES AS OF WHICH INFORMATION IS GIVEN IN THIS PROSPECTUS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH SOLICITATION.
------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 6
The Company........................... 10
Use of Proceeds....................... 10
Dividend Policy....................... 10
Capitalization........................ 11
Dilution.............................. 12
Selected Financial Information........ 13
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 14
Business.............................. 17
Relationship with Thermo Electron and
Thermo Instrument................... 27
Management............................ 30
Security Ownership of Certain
Beneficial Owners and Management.... 35
Description of Capital Stock.......... 37
Shares Eligible for Future Sale....... 37
Underwriting.......................... 39
Legal Opinions........................ 40
Experts............................... 40
Additional Information................ 40
Reports to Security Holders........... 41
Index to Consolidated Financial
Statements.......................... F-1
</TABLE>

------------------------------
UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS REQUIREMENT
IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING
AS UNDERWRITERS OR WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

3,000,000 SHARES

METRIKA SYSTEMS
CORPORATION
COMMON STOCK
($.01 PAR VALUE)
SALOMON BROTHERS INC

LEHMAN BROTHERS

SMITH BARNEY INC.

CAZENOVE & CO.
PROSPECTUS
DATED , 1997
<PAGE> 60

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, other than the
underwriting discounts and commissions. All amounts shown are estimates except
for the Securities and Exchange Commission (the "Commission") registration fee,
the NASD filing fee and the American Stock Exchange listing fee.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee...................... $ 11,919
NASD filing.............................................................. 4,433
American Stock Exchange listing fee...................................... 50,000
Legal fees and expenses.................................................. 150,000
Accounting fees and expenses............................................. 270,000
Blue Sky fees and expenses (including legal fees)........................ 10,000
Printing and engraving expenses.......................................... 120,000
Transfer agent fees...................................................... 5,000
Miscellaneous............................................................ 78,648
----------
Total.......................................................... $700,000
==========
</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 stockholders 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 10.12
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.

Under the Underwriting Agreement, the Underwriters are obligated, under
certain circumstances, to indemnify directors and officers of the Registrant
against certain liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act"). Reference is made to the form of
Underwriting Agreement filed as Exhibit 1 hereto.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

On November 26, 1996, the Registrant issued 10,000,000 shares of Common
Stock to Thermo Instrument System Inc. in exchange for the assets, liabilities
and business of its Gamma-Metrics subsidiary and Radiometrie division at the
time of the incorporation of the Registrant. Exemption from registration of this
transaction is claimed under Section 4(2) of the Securities Act.

On December 16, 1996 the Registrant sold an aggregate of 1,666,667 shares
of Common Stock to accredited investors for an aggregate purchase price of
$12,500,000, pursuant to Regulation D of the Commission promulgated under the
Securities Act. On December 27, 1996, the Registrant sold an

II-1
<PAGE> 61

aggregate of 269,000 shares of Common Stock to accredited investors for an
aggregate purchase price of $2,017,500 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.

(B) FINANCIAL STATEMENT SCHEDULES

Financial Statement Schedules as of December 28, 1996 and the Report of
Independent 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 to provide to the
Underwriters at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
Underwriters to permit prompt delivery to each purchaser.

(b) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective

(2) For the purpose of determining any liability under the Securities
Act, 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 bon fide offering thereof.

(c) 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> 62

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, Commonwealth of
Massachusetts, on this 15th day of April, 1997.

METRIKA SYSTEMS CORPORATION

By: /s/ DENIS A. HELM

--------------------------------------
Denis A. Helm,
Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Metrika Systems Corporation,
hereby constitute and appoint John N. Hatsopoulos, Paul F. Kelleher, Seth H.
Hoogasian, Sandra L. Lambert and Jonathan W. Painter, and each of them singly,
our true and lawful attorneys with full to them, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement on Form S-1 filed herewith and any and all pre-effective amendments to
said Registration Statement (including any subsequent Registration Statement for
the same offering which may be filed under Rule 462(b)), and generally to do all
such things in our names and on our behalf in our capacities as officers and
directors to enable Metrika Systems Corporation to comply with the provisions of
the Securities Act and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming out signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.

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
- --------------------------------------------- ---------------------------- ---------------
<C> <S> <C>

/s/ DENIS A. HELM Chief Executive Officer & April 15, 1997
- --------------------------------------------- Director
Denis A. Helm

/s/ JOHN N. HATSOPOULOS Vice President, Chief April 15, 1997
- --------------------------------------------- Financial Officer &
John N. Hatsopoulos Director

/s/ PAUL F. KELLEHER Chief Accounting Officer April 15, 1997
- ---------------------------------------------
Paul F. Kelleher

/s/ ARVIN H. SMITH Director April 15, 1997
- ---------------------------------------------
Arvin H. Smith

/s/ EARL R. LEWIS Director April 15, 1997
- ---------------------------------------------
Earl R. Lewis

/s/ JOHN T. KEISER Director April 15, 1997
- ---------------------------------------------
John T. Keiser
</TABLE>

II-3
<PAGE> 63

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Metrika Systems Corporation:

We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements of Metrika Systems Corporation included in
Metrika Systems Corporation's Form S-1 and have issued our report thereon dated
March 31, 1997. Our audits were made for the purpose of forming an opinion on
the basic consolidated financial statements taken as a whole. Metrika Systems
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
March 31, 1997

S-1
<PAGE> 64

SCHEDULE II

METRIKA SYSTEMS CORPORATION

<TABLE>
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

<CAPTION>
BALANCE AT PROVISION BALANCE
BEGINNING CHARGED ACCOUNTS TRANSLATION AT END OF
OF YEAR TO EXPENSE WRITTEN-OFF ADJUSTMENT YEAR
---------- ----------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
Allowance for Doubtful Accounts for
the Fiscal Year Ended:

1994............................. $229 $ 26 $- $ 3 $258

1995............................. $258 $417 $(11) $ 6 $670

1996............................. $670 $-- $(36) $(2) $632
</TABLE>

S-2
<PAGE> 65

<TABLE>
EXHIBIT INDEX

<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ------- ---------------------- ----
<S> <C>
1* Form of Underwriting Agreement

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 with respect to the validity of the securities
being offered

10.1 Corporate Services Agreement dated as of November 26, 1996, between Thermo
Electron Corporation ("Thermo Electron") and the Registrant

10.2 Thermo Electron Corporate Charter, as amended and restated effective January
3, 1993 (filed as Exhibit 10.1 to Thermo Electron's Annual Report on Form 10-K
for the fiscal year ended January 3, 1993 [File No. 1-8002] and incorporated
herein by reference)

10.3 Tax Allocation Agreement dated as of November 26, 1996 between Thermo Electorn
Inc. and the Registrant

10.4 Master Repurchase Agreement dated as of November 26, 1996 between Thermo
Electron and the Registrant

10.5 Master Guarantee Reimbursement Agreement dated as of November 26, 1996 between
Thermo Electron and the Registrant

10.6 Master Guarantee Reimbursement Agreement dated as of November 26, 1996 between
Thermo Instrument and the Registrant

10.7 Deferred Compensation Plan for Directors of the Registrant

10.8 Indemnification Agreement dated as of November 26, 1996 between Thermo
Instrument and the Registrant

10.9 Letter Agreement dated as of December 4, 1996 between Thermo Instrument and
the Registrant

10.10 Indemnification Agreement dated as of December 4, 1996 between Thermo
Instrument and the Registrant

10.11 Triple Net Lease Agreement dated January 1, 1995 between Gamma-Metrics, as
lessee and Radnor/Collins/Sorrento Partnership as lessor, for property located
at 5788 Pacific Center Boulevard, San Diego, California.

10.12 Form of Indemnification Agreement for Officers and Directors

10.13* Promissory Note dated as of October 1, 1995, issued by the Registrant to
Thermo Optek Corporation.

10.14 Equity Incentive Plan of the Registrant
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 companies, Thermo Electron and
Thermo Instrument, for services rendered to the Registrant or to such
affiliated corporations. Thermo Electron's plans were filed as Exhibits 10.23
through 10.45 to the Annual Report on Form 10-K of Thermo Electron for the
fiscal year ended December 28, 1996 [File No. 1-8002] and Thermo Instrument's
plans were filed as Exhibits 10.18 through 10.27 to the Annual Report on Form
10-K of Thermo Instrument for the fiscal year ended December 28, 1996 [File
No. 1-9786], and are incorporated herein by reference.

11 Statement Re: Computation of Earnings per Share

21 Subsidiaries of the Registrant

23.1 Consent of Arthur Andersen LLP

23.2* Consent of Seth H. Hoogasian, Esq. (included in Exhibit 5)

24 Power of Attorney (See Signature Page of this Registration Statement)

27 Financial Data Schedule
</TABLE>

- ---------------
* To be filed by amendment.

<PAGE> 1
Exhibit 3.1

CERTIFICATE OF INCORPORATION

METRIKA SYSTEMS CORPORATION

* * * * * * *

FIRST: The name of the corporation is:

METRIKA SYSTEMS CORPORATION

SECOND: The address of its registered office in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

FOURTH: The total number of shares of capital stock which the corporation
shall have authority to issue is Twenty-five million (25,000,000), and the par
value of each of such shares is one cent ($.01), amounting in the aggregate to
Two-hundred and fifty thousand dollars ($250,000.00) of capital stock.

FIFTH: The name and mailing address of the sole incorporator is as follows:

NAME MAILING ADDRESS
---- ---------------

Tammy Viera 81 Wyman Street
Waltham, Massachusetts 02254

SIXTH: The names and mailing addresses of the persons who are to serve as
directors until the first annual meeting of the stockholders or until their
successors are elected and qualified are as follows:

<PAGE> 2

NAME MAILING ADDRESS
---- ---------------

Earl R. Lewis 8 East Forge Parkway
Franklin, MA 02038

John T. Keiser 504 Airport Road
Santa Fe, NM 87505

Arvin H. Smith 1851 Central Drive
Bedford, TX 76021

John N. Hatsopoulos 81 Wyman Street
Waltham, MA 02254

Denis A. Helm 8 West Forge Parkway
Franklin, MA 02038

SEVENTH: The corporation is to have perpetual existence.

EIGHTH: The private property of the stockholders shall not be subject to
the payment of the corporation debts to any extent whatever.

NINTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation and for defining
and regulating the powers of the corporation and its directors and stockholders
and are in the furtherance and not in limitation of the powers conferred upon
the corporation by statute:

(a) The by-laws of the corporation may fix and alter, or provide the
manner for fixing and altering, the number of directors constituting the
whole Board. In case of any vacancy on the Board of Directors or any
increase in the number of directors constituting the whole Board, the
vacancies shall be filled by the directors or by the stockholders at the
time having voting power, as may be prescribed in the by-laws. Directors
need not be stockholders of the corporation, and the election of directors
need not be by ballot.

(b) The Board of Directors shall have the power and authority:

(1) to make, alter or repeal by-laws of the corporation, subject
only to such limitation, if any, as may be from time to time imposed
by law or by the by-laws; and

(2) to the full extent permitted or not prohibited by law, and
without the consent of or other action by the stockholders, to
authorize or create mortgages, pledges or other liens or encumbrances
upon any or all

-2-

<PAGE> 3

of the assets, real, personal or mixed, and franchises of the
corporation, including after-acquired property, and to exercise all of
the powers of the corporation in connection therewith; and

(3) subject to any provision of the by-laws, to determine
whether, to what extent, at what times and places and under what
conditions and regulations the accounts, books and papers of the
corporation (other than the stock ledger), or any of them, shall be
open to the inspection of the stockholders, and no stockholder shall
have any right to inspect any account, book or paper of the
corporation except as conferred by statute or authorized by the
by-laws or by the Board of Directors.

TENTH: Meetings of stockholders may be held outside the State of Delaware,
if the by-laws so provide. The books of the corporation may be kept outside of
the State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the by-laws of the corporation.

ELEVENTH: The corporation shall indemnify each director and officer of the
corporation, his heirs, executors and administrators, and may indemnify each
employee and agent of the corporation, his heirs, executors, administrators and
all other persons whom the corporation is authorized to indemnify under the
provisions of the General Corporation Law of the State of Delaware, to the
maximum extent permitted by law (a) against all expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative (except an action by or in the
right of the corporation), or in connection with any appeal therein, or
otherwise, and (b) against all expenses (including attorney's fees) actually and
reasonably incurred by him in connection with the defense or settlement of any
action or suit by or in the right of the corporation, or otherwise; and no
provision of this Article Eleventh is intended to be construed as limiting,
prohibiting, denying or abrogating any of the general or specific powers or
rights conferred by the General Corporation Law of the State of Delaware upon
the corporation to furnish, or upon any court to award, such indemnification, or
indemnification as otherwise authorized pursuant to the General Corporation Law
of the State of Delaware or any other law now or hereafter in effect.

The Board of Directors of the corporation may, in its discretion, authorize
the corporation to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the foregoing paragraph of this Article Eleventh.

-3-

<PAGE> 4

TWELFTH: To the maximum extent that Delaware law in effect from time to
time permits limitation of the liability of directors, no director of the
corporation shall be liable to the corporation or its stockholders for money
damages. Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the corporation's Certificate of
Incorporation or by-laws inconsistent with this Article, shall apply to or
affect in any respect the applicability of the preceding sentence with respect
to any act or failure to act which occurred prior to such amendment, repeal or
adoption. The limitation on liability provided by this Article applies to events
occurring at the time a person serves as a director of the corporation whether
or not such person is a director at the time of any proceeding in which
liability is asserted.

THIRTEENTH: The corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this certificate, hereby declaring and certifying
that this is my act and deed and the facts stated herein are true, and
accordingly have hereunto set my hand this 26th day of November, 1996.

-----------------------------------
Tammy Viera

<PAGE> 1
Exhibit 3.2
-----------

METRIKA SYSTEMS CORPORATION
---------------------------

BY-LAWS

TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>

<S> <C>
ARTICLE I - GENERAL ..................................................... 1
Section 1.1. Offices ................................................ 1
Section 1.2. Seal ................................................... 1
Section 1.3. Fiscal Year ............................................ 1
ARTICLE II - STOCKHOLDERS ............................................... 1
Section 2.1. Place of Meetings ...................................... 1
Section 2.2. Annual Meeting ......................................... 1
Section 2.3. Quorum ................................................. 1
Section 2.4. Right to Vote; Proxies ................................. 2
Section 2.5 Voting .................................................. 2
Section 2.6. Notice of Annual Meetings .............................. 2
Section 2.7. Stockholders' List ..................................... 2
Section 2.8. Special Meetings ....................................... 2
Section 2.9. Notice of Special Meetings ............................. 3
Section 2.10. Inspectors ............................................ 3
Section 2.11. Stockholders' Action by Consent ....................... 3
ARTICLE III - DIRECTORS ................................................. 3
Section 3.1. Number of Directors .................................... 3
Section 3.2. Change in Number of Directors; Vacancies ............... 4
Section 3.3. Resignation ............................................ 4
Section 3.4. Removal ................................................ 4
Section 3.5. Place of Meetings and Books ............................ 4
Section 3.6. General Powers ......................................... 4
Section 3.7. Executive Committee .................................... 4
Section 3.8. Other Committees ....................................... 4
Section 3.9. Powers Denied to Committees ............................ 5
Section 3.10. Substitute Committee Member ........................... 5

</TABLE>

(i)

<PAGE> 2

<S> <C>
Section 3.11. Compensation of Directors ............................... 5
Section 3.12. Annual Meeting .......................................... 5
Section 3.13. Regular Meetings ........................................ 5
Section 3.14. Special Meetings ........................................ 5
Section 3.15. Quorum .................................................. 5
Section 3.16. Telephonic Participation in Meetings .................... 6
Section 3.17. Action by Consent ....................................... 6
ARTICLE IV - OFFICERS ..................................................... 6
Section 4.1. Selection; Statutory Officers ............................ 6
Section 4.2. Time of Election ......................................... 6
Section 4.3. Additional Officers ...................................... 6
Section 4.4. Terms of Office .......................................... 6
Section 4.5. Compensation of Officers ................................. 6
Section 4.6. Chairman of the Board .................................... 7
Section 4.7. President ................................................ 7
Section 4.8. Vice-Presidents .......................................... 7
Section 4.9. Treasurer ................................................ 7
Section 4.10. Secretary ................................................ 7
Section 4.11. Assistant Secretary ..................................... 8
Section 4.12. Assistant Treasurer ..................................... 8
Section 4.13. Subordinate Officers .................................... 8
ARTICLE V - STOCK ......................................................... 8
Section 5.1. Stock .................................................... 8
Section 5.2. Fractional Share Interests ............................... 9
Section 5.3. Transfers of Stock ....................................... 9
Section 5.4. Record Date .............................................. 9
Section 5.5. Transfer Agent and Registrar ............................. 10
Section 5.6. Dividends ................................................ 10
1. Power to Declare ............................................. 10
2. Reserves ..................................................... 10
Section 5.7. Lost, Stolen, or Destroyed Certificates .................. 10
Section 5.8. Inspection of Books ...................................... 10
ARTICLE VI - MISCELLANEOUS MANAGEMENT PROVISIONS .......................... 10
Section 6.1. Checks, Drafts and Notes ................................. 10
</TABLE>

(ii)

<PAGE> 3

<S> <C>
Section 6.2 Notices ................................................... 11
Section 6.3. Conflict of Interest ..................................... 11
Section 6.4. Voting of Securities owned by this Corporation ........... 11
Section 6.5. Indemnification .......................................... 12
ARTICLE VII - AMENDMENTS .................................................. 12
Section 7.1. Amendments ............................................... 12
</TABLE>

(iii)

<PAGE> 4

METRIKA SYSTEMS CORPORATION

BY-LAWS

ARTICLE I - GENERAL
-------------------

SECTION 1.1. OFFICES. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware. The Corporation may also
have offices at such other places both within and without the State of Delaware
as the Board of Directors may from time to time determine or the business of the
Corporation may require.

SECTION 1.2. SEAL. The seal of the Corporation shall be in the form
approved by the Board of Directors.

SECTION 1.3. FISCAL YEAR. The fiscal year of the Corporation shall end on
the Saturday closest to DECEMBER 31ST of each year.

ARTICLE II - STOCKHOLDERS
-------------------------

SECTION 2.1. PLACE OF MEETINGS. All meetings of the stockholders shall be
held at such place within or without the State of Delaware as may be designated
from time to time by the Board of Directors or the President or, if not so
designated, at the registered office of the Corporation.

SECTION 2.2. ANNUAL MEETING. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held on a date to be fixed by
the Board of Directors, the Chairman of the Board, if any, or the President
(which date shall not be a legal holiday in the place where the meeting is to be
held) at the time and place to be fixed by the Board of Directors, the Chairman
of the Board, if any, or the President and stated in the notice of the meeting.
If no annual meeting is held in accordance with the foregoing provisions, the
Board of Directors shall cause the meeting to be held as soon thereafter as
convenient. If no annual meeting is held in accordance with the foregoing
provisions, a special meeting may be held in lieu of the annual meeting, and any
action taken at that special meeting shall have the same effect as if it had
been taken at the annual meeting, and in such case all references in these
by-laws to the annual meeting of the stockholders shall be deemed to refer to
such special meeting.

SECTION 2.3. QUORUM. At all meetings of the stockholders the holders of a
majority of the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum requisite
for the transaction of business except as otherwise provided by law, by the
Certificate of Incorporation or by these by-laws. If, however, such majority
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or by proxy, by a
majority vote, shall have the power to adjourn the meeting from time to time
without notice other than announcement at the meeting

<PAGE> 5

until the requisite amount of voting stock shall be present. If the adjournment
is for more than thirty (30) days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting. At such
adjourned meeting, at which the requisite amount of voting stock shall be
represented, any business may be transacted which might have been transacted if
the meeting had been held as originally called.

SECTION 2.4. RIGHT TO VOTE; PROXIES. Each stockholder having the right to
vote at any meeting shall be entitled to one vote for each share of stock held
by him. Any stockholder entitled to vote at any meeting of stockholders may vote
either in person or by proxy, but no proxy which is dated more than three years
prior to the meeting at which it is offered shall confer the right to vote
thereat unless the proxy provides that it shall be effective for a longer
period. Every proxy shall be in writing, subscribed by a stockholder or his duly
authorized attorney in fact, and dated, but need not be sealed, witnessed, or
acknowledged.

SECTION 2.5 VOTING. At all meetings of stockholders all questions, except
as otherwise expressly provided for by statute, the Certificate of Incorporation
or these by-laws, shall be determined by a majority vote of the stockholders
present in person or represented by proxy. Except as otherwise expressly
provided by law, the Certificate of Incorporation or these by-laws, at all
meetings of stockholders the voting shall be by voice vote, but any stockholder
qualified to vote on the matter in question may demand a stock vote, by shares
of stock, upon such question, whereupon such stock vote shall be taken by
ballot, each of which shall state the name of the stockholder voting and the
number of shares voted by him, and, if such ballot be cast by a proxy, it shall
also state the name of the proxy. All elections of directors shall be decided in
accordance with Article FOURTH of the Certificate of Incorporation.

SECTION 2.6. NOTICE OF ANNUAL MEETINGS. Written notice of the annual
meeting of the stockholders shall be mailed to each stockholder entitled to vote
thereat at such address as appears on the stock books of the Corporation at
least ten (10) days (and not more than sixty (60) days) prior to the meeting. It
shall be the duty of every stockholder to furnish to the Secretary of the
Corporation or to the transfer agent, if any, of the class of stock owned by
him, his post office address and to notify said Secretary or transfer agent of
any change therein.

SECTION 2.7. STOCKHOLDERS' LIST. A complete list of the stockholders
entitled to vote at any meeting of stockholders, arranged in alphabetical order
and showing the address of each stockholder, and the number of shares registered
in the name of each stockholder, shall be prepared by the Secretary and filed
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held, at least ten days before such meeting,
and shall at all times during the usual hours for business, and during the whole
time of said election, be open to the examination of any stockholder for a
purpose germane to the meeting.

SECTION 2.8. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes, unless otherwise provided by statute, may be called by the
Board of Directors, the Chairman of the Board, if any, the President or any Vice
President.

<PAGE> 6

SECTION 2.9. NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting of stockholders, stating the time and place and object thereof shall be
mailed, postage prepaid, not less than ten (10) nor more than sixty (60) days
before such meeting, to each stockholder entitled to vote thereat, at such
address as appears on the books of the corporation. No business may be
transacted at such meeting except that referred to in said notice, or in a
supplemental notice given also in compliance with the provisions hereof, or such
other business as may be germane or supplementary to that stated in said notice
or notices.

SECTION 2.10. INSPECTORS. One or more inspectors may be appointed by the
Board of Directors before or at any meeting of stockholders, or, if no such
appointment shall have been made, the presiding officer may make such
appointment at the meeting. At the meeting for which the inspector or inspectors
are appointed, he or they shall open and close the polls, receive and take
charge of the proxies and ballots, and decide all questions touching on the
qualifications of voters, the validity of proxies and the acceptance and
rejection of votes. If any inspector previously appointed shall fail to attend
or refuse or be unable to serve, the presiding officer shall appoint an
inspector in his place.

SECTION 2.11. STOCKHOLDERS' ACTION BY CONSENT. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken in
connection with any corporate action by any provisions of the statutes, the
Certificate of Incorporation, or these by-laws, the meeting and vote of
stockholders may be dispensed with, and any corporate action upon which a vote
of stockholders is required or permitted may be taken with the written consent
of stockholders having not less than 50% of all of the stock entitled to vote
upon the action if a meeting were held; PROVIDED that in no case shall the
written consent be by holders having less than the minimum percentage of the
total vote required by statute for the proposed corporate action and provided
that prompt notice be given to all stockholders of the taking of such corporate
action without a meeting and by less than unanimous consent.

ARTICLE III - DIRECTORS
-----------------------

SECTION 3.1. NUMBER OF DIRECTORS. Except as otherwise provided by law, the
Certificate of Incorporation or these by-laws, the property and business of the
Corporation shall be managed by or under the direction of a board of not less
than one nor more than thirteen directors. Within the limits specified, the
number of directors shall be determined by resolution of the Board of Directors
or by the stockholders at the annual meeting. Directors need not be
stockholders, residents of Delaware or citizens of the United States. The
directors shall be elected by ballot at the annual meeting of the stockholders
and each director shall be elected to serve until his successor shall be elected
and shall qualify or until his earlier resignation or removal; PROVIDED that in
the event of failure to hold such meeting or to hold such election at such
meeting, such election may be held at any special meeting of the stockholders
called for that purpose. If the office of any director becomes vacant by reason
of death, resignation, disqualification, removal, failure to elect, or
otherwise, the remaining directors, although more or less than a quorum, by a
majority vote of such remaining directors may elect a successor or successors
who shall hold office for the unexpired term.

<PAGE> 7

SECTION 3.2. CHANGE IN NUMBER OF DIRECTORS; VACANCIES. The maximum number
of directors may be increased by an amendment to these by-laws adopted by a
majority vote of the Board of Directors or by a majority vote of the capital
stock having voting power, and if the number of directors is so increased by
action of the Board of Directors or of the stockholders or otherwise, then the
additional directors may be elected in the manner provided above for the filling
of vacancies in the Board of Directors or at the annual meeting of stockholders
or at a special meeting called for that purpose.

SECTION 3.3. RESIGNATION. Any director of this Corporation may resign at
any time by giving written notice to the Chairman of the Board, if any, the
President or the Secretary of the Corporation. Such resignation shall take
effect at the time specified therein, at the time of receipt if no time is
specified therein and at the time of acceptance if the effectiveness of such
resignation is conditioned upon its acceptance. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

SECTION 3.4. REMOVAL. Any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.

SECTION 3.5. PLACE OF MEETINGS AND BOOKS. The Board of Directors may hold
their meetings and keep the books of the Corporation outside the State of
Delaware, at such places as they may from time to time determine.

SECTION 3.6. GENERAL POWERS. In addition to the powers and authority
expressly conferred upon them by these by-laws, the board may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.

SECTION 3.7. EXECUTIVE COMMITTEE. There may be an executive committee of
one or more directors designated by resolution passed by a majority of the whole
board. The act of a majority of the members of such committee shall be the act
of the committee. Said committee may meet at stated times or on notice to all by
any of their own number, and shall have and may exercise those powers of the
Board of Directors in the management of the business affairs of the Corporation
as are provided by law and may authorize the seal of the Corporation to be
affixed to all papers which may require it. Vacancies in the membership of the
committee shall be filled by the Board of Directors at a regular meeting or at a
special meeting called for that purpose.

SECTION 3.8. OTHER COMMITTEES. The Board of Directors may also designate
one or more committees in addition to the executive committee, by resolution or
resolutions passed by a majority of the whole board; such committee or
committees shall consist of one or more directors of the Corporation, and to the
extent provided in the resolution or resolutions designating them, shall have
and may exercise specific powers of the Board of Directors in the management of
the business and affairs of the Corporation to the extent permitted by statute
and shall have power to authorize the seal of the Corporation to be affixed to
all papers which may require it. Such

<PAGE> 8

committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.

SECTION 3.9. POWERS DENIED TO COMMITTEES. Committees of the Board of
Directors shall not, in any event, have any power or authority to amend the
Certificate of Incorporation, adopt an agreement of merger or consolidation,
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommend to the
stockholders a dissolution of the Corporation or a revocation or a dissolution
or to amend the by-laws of the Corporation. Further, committees of the Board of
Directors shall not have any power or authority to declare a dividend or to
authorize the issuance of stock.

SECTION 3.10. SUBSTITUTE COMMITTEE MEMBER. In the absence or on the
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of such absent or disqualified
member. Any committee shall keep regular minutes of its proceedings and report
the same to the board as may be required by the board.

SECTION 3.11. COMPENSATION OF DIRECTORS. The Board of Directors shall have
the power to fix the compensation of directors and members of committees of the
Board. The directors may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

SECTION 3.12. ANNUAL MEETING. The newly elected board may meet at such
place and time as shall be fixed and announced by the presiding officer at the
annual meeting of stockholders, for the purpose of organization or otherwise,
and no further notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall be
present, or they may meet at such place and time as shall be stated in a notice
given to such directors two (2) days prior to such meeting, or as shall be fixed
by the consent in writing of all the directors.

SECTION 3.13. REGULAR MEETINGS. Regular meetings of the board may be held
without notice at such time and place as shall from time to time be determined
by the board.

SECTION 3.14. SPECIAL MEETINGS. Special meetings of the board may be called
by the Chairman of the Board, if any, or the President, on two (2) days' notice
to each director, or such shorter period of time before the meeting as will
nonetheless be sufficient for the convenient assembly of the directors so
notified; special meetings shall be called by the Secretary in like manner and
on like notice, on the written request of two or more directors.

SECTION 3.15. QUORUM. At all meetings of the Board of Directors, a majority
of the total number of directors shall be necessary and sufficient to constitute
a quorum for the transaction of

<PAGE> 9

business, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically permitted or provided by statute, or by the
Certificate of Incorporation, or by these by-laws. If at any meeting of the
board there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum is obtained, and no further
notice thereof need be given other than by announcement at said meeting which
shall be so adjourned.

SECTION 3.16. TELEPHONIC PARTICIPATION IN MEETINGS. Members of the Board of
Directors or any committee designated by such board may participate in a meeting
of the board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.

SECTION 3.17. ACTION BY CONSENT. Unless otherwise restricted by the
Certificate of Incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if written consent thereto is signed by all
members of the board or of such committee as the case may be and such written
consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV - OFFICERS
---------------------

SECTION 4.1. SELECTION; STATUTORY OFFICERS. The officers of the Corporation
shall be chosen by the Board of Directors. There shall be a President, a
Secretary and a Treasurer, and there may be a Chairman of the Board of
Directors, one or more Vice Presidents, one or more Assistant Secretaries, and
one or more Assistant Treasurers, as the Board of Directors may elect. Any
number of offices may be held by the same person, except that the offices of
President and Secretary shall not be held by the same person simultaneously.

SECTION 4.2. TIME OF ELECTION. The officers above named shall be chosen by
the Board of Directors at its first meeting after each annual meeting of
stockholders. None of said officers need be a director.

SECTION 4.3. ADDITIONAL OFFICERS. The board may appoint such other officers
and agents as it shall deem necessary, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

SECTION 4.4. TERMS OF OFFICE. Each officer of the Corporation shall hold
office until his successor is chosen and qualified, or until his earlier
resignation or removal. Any officer elected or appointed by the Board of
Directors may be removed at any time by the Board of Directors.

SECTION 4.5. COMPENSATION OF OFFICERS. The Board of Directors shall have
the power to fix the compensation of all officers of the Corporation. It may
authorize any officer, upon whom the power of appointing subordinate officers
may have been conferred, to fix the compensation of such subordinate officers.

<PAGE> 10

SECTION 4.6. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors
shall preside at all meetings of the stockholders and directors, and shall have
such other duties as may be assigned to him from time to time by the Board of
Directors.

SECTION 4.7. PRESIDENT. Unless the Board of Directors otherwise determines,
the President shall be the chief executive officer and head of the Corporation.
Unless there is a Chairman of the Board, the President shall preside at all
meetings of directors and stockholders. Under the supervision of the Board of
Directors and of the executive committee, the President shall have the general
control and management of the Corporation's business and affairs, subject,
however, to the right of the Board of Directors and of the executive committee
to confer any specific power, except such as may be by statute exclusively
conferred on the President, upon any other officer or officers of the
Corporation. The President shall perform and do all acts and things incident to
the position of President and such other duties as may be assigned to him from
time to time by the Board of Directors or the executive committee.

SECTION 4.8. VICE-PRESIDENTS. The Vice-Presidents shall perform such of the
duties of the President on behalf of the Corporation as may be respectively
assigned to them from time to time by the Board of Directors or by the executive
committee or by the President. The Board of Directors or the executive committee
may designate one of the Vice-Presidents as the Executive Vice-President, and in
the absence or inability of the President to act, such Executive Vice- President
shall have and possess all of such powers and discharge all of the duties of the
President, subject to the control of the board and of the executive committee.

SECTION 4.9. TREASURER. The Treasurer shall have the care and custody of
all the funds and securities of the Corporation which may come into his hands as
Treasurer, and the power and authority to endorse checks, drafts and other
instruments for the payment of money for deposit or collection when necessary or
proper and to deposit the same to the credit of the Corporation in such bank or
banks or depository as the Board of Directors or the executive committee, or the
officers or agents to whom the Board of Directors or the executive committee may
delegate such authority, may designate, and he may endorse all commercial
documents requiring endorsements for or on behalf of the Corporation. He may
sign all receipts and vouchers for the payments made to the Corporation. He
shall render an account of his transactions to the Board of Directors or to the
executive committee as often as the board or the committee shall require the
same. He shall enter regularly in the books to be kept by him for that purpose
full and adequate account of all moneys received and paid by him on account of
the Corporation. He shall perform all acts incident to the position of
Treasurer, subject to the control of the Board of Directors and of the executive
committee. He shall when requested, pursuant to vote of the Board of Directors
or the executive committee, give a bond to the Corporation conditioned for the
faithful performance of his duties, the expense of which bond shall be borne by
the Corporation.

SECTION 4.10. SECRETARY. The Secretary shall keep the minutes of all
meetings of the Board of Directors and of the stockholders; he shall attend to
the giving and serving of all notices of the Corporation. Except as otherwise
ordered by the Board of Directors or the executive committee, he shall attest
the seal of the Corporation upon all contracts and instruments executed under
such seal and shall affix the seal of the Corporation thereto and to all
certificates of shares

<PAGE> 11

of the Capital Stock. He shall have charge of the stock certificate book,
transfer book and stock ledger, and such other books and papers as the Board of
Directors or the executive committee may direct. He shall, in general, perform
all the duties of Secretary, subject to the control of the Board of Directors
and of the executive committee.

SECTION 4.11. ASSISTANT SECRETARY. The Board of Directors or any two of the
officers of the Corporation acting jointly may appoint or remove one or more
Assistant Secretaries of the Corporation. Any Assistant Secretary upon his
appointment shall perform such duties of the Secretary, and also any and all
such other duties as the executive committee or the Board of Directors or the
President or the Executive Vice-President or the Treasurer or the Secretary may
designate.

SECTION 4.12. ASSISTANT TREASURER. The Board of Directors or any two of the
officers of the Corporation acting jointly may appoint or remove one or more
Assistant Treasurers of the Corporation. Any Assistant Treasurer upon his
appointment shall perform such of the duties of the Treasurer, and also any and
all such other duties as the executive committee or the Board of Directors or
the President or the Executive Vice-President or the Treasurer or the Secretary
may designate.

SECTION 4.13. SUBORDINATE OFFICERS. The Board of Directors may select such
subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority, and perform such duties as the
Board of Directors may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.

ARTICLE V - STOCK
-----------------

SECTION 5.1. STOCK. Each stockholder shall be entitled to a certificate or
certificates of stock of the Corporation in such form as the Board of Directors
may from time to time prescribe. The certificates of stock of the Corporation
shall be numbered and shall be entered in the books of the Corporation as they
are issued. They shall certify the holder's name and number and class of shares
and shall be signed by both of (a) either the President or a Vice-President, and
(b) any one of the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, and shall be sealed with the corporate seal of the
Corporation. If such certificate is countersigned (1) by a transfer agent other
than the Corporation or its employee, or, (2) by a registrar other than the
Corporation or its employee, the signature of the officers of the Corporation
and the corporate seal may be facsimiles. In case any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the Corporation, whether because of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature shall have
been used thereon had not ceased to be such officer or officers of the
Corporation.

<PAGE> 12

SECTION 5.2. FRACTIONAL SHARE INTERESTS. The Corporation may, but shall not
be required to, issue fractions of a share. If the Corporation does not issue
fractions of a share, it shall (a) arrange for the disposition of fractional
interests by those entitled thereto, (b) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (c) issue scrip or warrants in registered or bearer form which
shall entitle the holder to receive a certificate for a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share shall, but scrip or warrants shall not unless otherwise
provided therein, entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the Corporation in
the event of liquidation. The Board of Directors may cause scrip or warrants to
be issued subject to the conditions that they shall become void if not exchanged
for certificates representing full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the Corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions which the Board of
Directors may impose.

SECTION 5.3. TRANSFERS OF STOCK. Subject to any transfer restrictions then
in force, the shares of stock of the Corporation shall be transferable only upon
its books by the holders thereof in person or by their duly authorized attorneys
or legal representatives and upon such transfer the old certificates shall be
surrendered to the Corporation by the delivery thereof to the person in charge
of the stock and transfer books and ledgers or to such other person as the
directors may designate by whom they shall be cancelled and new certificates
shall thereupon be issued. The Corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person whether or not it shall
have express or other notice thereof save as expressly provided by the laws of
Delaware.

SECTION 5.4. RECORD DATE. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. If no such record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is expressed; and the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

<PAGE> 13

SECTION 5.5. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars and may require all certificates of stock to bear the signature or
signatures of any of them.

SECTION 5.6. DIVIDENDS.
-----------------------

1. POWER TO DECLARE. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate
of Incorporation and the laws of Delaware.

2. RESERVES. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall think
conducive to the interest of the Corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.

SECTION 5.7. LOST, STOLEN, OR DESTROYED CERTIFICATES. No certificates for
shares of stock of the Corporation shall be issued in place of any certificate
alleged to have been lost, stolen or destroyed, except upon production of such
evidence of the loss, theft or destruction and upon indemnification of the
Corporation and its agents to such extent and in such manner as the Board of
Directors may from time to time prescribe.

SECTION 5.8. INSPECTION OF BOOKS. The stockholders of the Corporation, by a
majority vote at any meeting of stockholders duly called, or in case the
stockholders shall fail to act, the Board of Directors shall have power from
time to time to determine whether and to what extent and at what times and
places and under what conditions and regulations the accounts and books of the
Corporation (other than the stock ledger) or any of them, shall be open to
inspection of stockholders; and no stockholder shall have any right to inspect
any account or book or document of the Corporation except as conferred by
statute or authorized by the Board of Directors or by a resolution of the
stockholders.

ARTICLE VI - MISCELLANEOUS MANAGEMENT PROVISIONS
------------------------------------------------

SECTION 6.1. CHECKS, DRAFTS AND NOTES. All checks, drafts or orders for the
payment of money, and all notes and acceptances of the Corporation shall be
signed by such officer or officers, agent or agents as the Board of Directors
may designate.

<PAGE> 14

SECTION 6.2 NOTICES.
--------------------

1. Notices to directors may, and notices to stockholders shall, be in
writing and delivered personally or mailed to the directors or stockholders
at their addresses appearing on the books of the Corporation. Notice by
mail shall be deemed to be given at the time when the same shall be mailed.
Notice to directors may also be given by telegram or orally, by telephone
or in person.

2. Whenever any notice is required to be given under the provisions of
the laws of Delaware or of the Certificate of Incorporation of the
Corporation or of these by-laws, a written waiver of notice, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting
except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

SECTION 6.3. CONFLICT OF INTEREST. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of the Corporation's directors or officers are
directors or officers, or in which such directors or officers have a financial
interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
board or committee thereof which authorized the contract or transaction, or
solely because his or their votes are counted for such purpose, provided that
the material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee and the board or committee in good faith authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum or
provided that the contract or transaction is otherwise authorized in accordance
with the laws of Delaware. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

SECTION 6.4. VOTING OF SECURITIES OWNED BY THIS CORPORATION. Subject always
to the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
Corporation may be voted in person at any meeting of security holders of such
other corporation by the President of this Corporation if he is present at such
meeting, or in his absence by the Treasurer of this Corporation if he is present
at such meeting, and (b) whenever, in the judgment of the President, it is
desirable for this Corporation to execute a proxy or written consent in respect
to any shares or other securities issued by any other corporation and owned by
this Corporation, such proxy or consent shall be executed in the name of this
Corporation by the President, without the necessity of any authorization by the
Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer, provided that if the President is unable to
execute such proxy or consent by reason of sickness, absence from the United
States or other similar cause, the Treasurer may execute such proxy or

<PAGE> 15

consent. Any person or persons designated in the manner above stated as the
proxy or proxies of this Corporation shall have full right, power and authority
to vote the shares or other securities issued by such other corporation and
owned by this Corporation the same as such shares or other securities might be
voted by this Corporation.

SECTION 6.5. INDEMNIFICATION. The Corporation shall indemnify each director
and officer against all judgments, fines, settlement payments and expenses,
including reasonable attorneys' fees, paid or incurred in connection with any
claim, action, suit or proceeding, civil or criminal, to which he may be made a
party or with which he may be threatened by reason of his being or having been a
director or officer of the Corporation, or, at its request, a director, officer,
stockholder or member of any other corporation, firm or association of which the
Corporation is a stockholder or creditor and by which he is not so indemnified,
or by reason of any action or omission by him in such capacity, whether or not
he continues to be a director or officer at the time of incurring such expenses
or at the time the indemnification is made. No indemnification shall be made
hereunder (a) with respect to payments and expenses incurred in relation to
matters as to which he shall be finally adjudged in such action, suit or
proceeding not to have acted in good faith and in the reasonable belief that his
action was in the best interests of the Corporation, or (b) otherwise prohibited
by law. The foregoing right of indemnification shall not be exclusive of other
rights to which any director or officer may otherwise be entitled and shall
inure to the benefit of the executor or administrator of the estate of such
director or officer.

ARTICLE VII - AMENDMENTS
------------------------

SECTION 7.1. AMENDMENTS. The by-laws of the Corporation may be altered,
amended or repealed at any meeting of the Board of Directors upon notice thereof
in accordance with these by-laws, or at any meeting of the stockholders by the
vote of the holders of the majority of the stock issued and outstanding and
entitled to vote at such meeting, in accordance with the provisions of the
Certificate of Incorporation of the Corporation and of the laws of Delaware.

<PAGE> 1

Exhibit 10.1

CORPORATE SERVICES AGREEMENT
----------------------------

THIS IS AN AGREEMENT dated as of November 26, 1996 between Thermo Electron
Corporation, a Delaware corporation ("Thermo"), and Metrika Systems Corporation,
a Delaware corporation ("Subsidiary").

PRELIMINARY STATEMENT
---------------------

Subsidiary desires to obtain administrative and other services from Thermo
and Thermo is willing to furnish or make such services available to Subsidiary.

By this Agreement, Thermo and Subsidiary desire to set forth the basis for
Thermo's providing services of the type referred to herein.

AGREEMENTS
----------

IT IS MUTUALLY agreed by the parties hereto as follows:

1. SERVICES
--------

1.1 Beginning on the date of this Agreement, Thermo, through its corporate
staff, will provide or otherwise make available to Subsidiary certain general
corporate services, including but not limited to accounting, tax, corporate
communications, legal, financial and other administrative staff functions, and
arrange for administration of insurance and employee benefit programs. The
services will include the following:

(a) ACCOUNTING AND SECURITIES COMPLIANCE RELATED SERVICES. Maintenance of
corporate records, assistance, if and when necessary, in preparation of
Securities and Exchange Commission filings, including without limitation
registration statements, Forms 10-K, 10-Q and 8-K, assistance in the preparation
of Proxies and Proxy Statements and the solicitation of Proxies, and assistance
in the preparation of the Annual and Quarterly Reports to Stockholders,
maintenance of internal audit support services and review of compliance with
financial and accounting procedures.

(b) TAX RELATED SERVICES. Preparation of Federal tax returns, preparation
of state and local tax returns (including income tax returns), tax research and
planning and assistance on tax audits (Federal, state and local).

(c) INSURANCE AND EMPLOYEE BENEFIT RELATED SERVICES. Arranging for
liability, property and casualty, and other normal business insurance coverage.
Support for product, worker safety and environmental programs (Subsidiary
acknowledges that principal responsibility for compliance rests with the
Subsidiary). Administration of Subsidiary's employee participation in employee
benefit plans sponsored by Thermo and insurance programs such as the following:
401(k) plan, group medical insurance, group life insurance, employee stock
purchase plan and various stock options plans. Filing of all required reports
under ERISA for employee benefit plans sponsored by Thermo.

<PAGE> 2

(d) CORPORATE RECORD KEEPING SERVICES. Maintenance of corporate records,
including without limitation, maintenance of minutes of meetings of the Boards
of Directors and Stockholders, supervision of transfer agent and registration
functions, coordination of stock repurchase programs, and tracking of stock
issuances and reserved shares.

(e) Services in addition to those enumerated in subsections 1.1(a) through
1.1(d) above including, but not limited to, routine legal and other
administrative activities, Corporate information and treasury and other
financial services as reasonably requested by Subsidiary.

1.2 For performing general services of the types described above in
Paragraph 1.1, Thermo will initially charge Subsidiary an annual fixed fee equal
to 1.0% of the gross revenues of Subsidiary for the fiscal year in which such
services are performed (such amount to be prorated on a daily basis for any
partial year), which fee is intended to compensate Thermo for Subsidiary's pro
rata share of the aggregate costs actually incurred by Thermo in connection with
the provision of such services to all recipients thereof. The fee set forth in
the preceding sentence may be adjusted from time to time by mutual agreement of
Thermo and Subsidiary.

1.3 In addition to the foregoing services, certain specific services are
made available to Subsidiary by Thermo on an as-requested basis. These may
include, but are not limited to, services specifically requested by Subsidiary
or services which, in Thermo's judgment, are not routine administrative services
or create unusual burdens or demands on Thermo's resources, such as litigation
support, acquisition and offering support services (including legal services),
corporate development, tax audit support or public or investor relations
services other than routine shareholder communications. Thermo will charge
Subsidiary the costs actually incurred (including overhead and general
administrative expenses) for such services that are requested by Subsidiary and
supplied by Thermo.

1.4 The charges for services pursuant to Subsections 1.2 and 1.3 above will
be determined and payable no less frequently than on a quarterly basis. The
charges will be due when billed and shall be paid no later than 30 days from the
date of billing.

1.5 When services of the type described above in this Section 1 are
provided by outside providers to Subsidiary or, in connection with the provision
of such services out-of-pocket costs are incurred such as travel, the cost
thereof will be paid by Subsidiary. To the extent that Subsidiary is billed by
the provider directly, Subsidiary shall pay the bill directly. If Thermo is
billed for such services, Thermo may pay the bill and charge Subsidiary the
amount of the bill or forward the bill to Subsidiary for payment by Subsidiary.

2. SUBSIDIARY'S DIRECTORS AND OFFICERS. Nothing contained herein will be
construed to relieve the directors or officers of Subsidiary from the
performance of their respective duties or to limit the exercise of their powers
in accordance with the charter or By-Laws of Subsidiary or in accordance with
any applicable statute or regulation.

<PAGE> 3

3. LIABILITIES. In furnishing Subsidiary with management advice and other
services as herein provided, neither Thermo nor any of its officers, directors
or agents shall be liable to Subsidiary or its creditors or shareholders for
errors of judgment or for anything except willful malfeasance, bad faith or
gross negligence in the performance of their duties or reckless disregard of
their obligations and duties under the terms of this Agreement. The provisions
of this Agreement are for the sole benefit of Thermo and Subsidiary and will
not, except to the extent otherwise expressly stated herein, inure to the
benefit of any third party.

4. TERM.
--------

(a) TERM. The initial term of this Agreement shall begin on the date of
this Agreement and continue through the end of the current fiscal year. This
Agreement shall automatically renew at the end of the initial term for
successive one-year terms until terminated in accordance with Subsection (b)
below.

(b) TERMINATION. This Agreement may be terminated by Subsidiary at any time
on thirty days prior notice to Thermo. In addition, this Agreement shall
automatically terminate without any further action by either party on the date
the Subsidiary ceases to be a member of the Thermo Group or a participant in the
Thermo Electron Corporate Charter.

(c) TERMINATION FEE. In the event of a termination of this Agreement,
Subsidiary shall pay to Thermo its pro rata fee pursuant to Section 1.2 for the
year in which the termination takes effect plus a termination fee equal to the
fee payable under Section 1.2 for the most recent nine consecutive months.

(d) POST-TERMINATION SERVICES. Following a termination of this Agreement,
corporate administrative services of the kind provided under the Agreement may
continue to be provided to Subsidiary on an as-requested basis by the Subsidiary
or as required in the event it is not practicable for the Subsidiary to provide
such services or it is otherwise unable to identify another source to provide
such services (as would be the case of administration of employee benefit plans
and insurance programs sponsored by Thermo and in which Subsidiary's employees
participate) or as otherwise required by Thermo acting in its capacity as
majority stockholder of Subsidiary. In the even such services are provided by
Thermo to Subsidiary, Subsidiary shall be charged by Thermo a fee equal to the
market rate for comparable services charged by third-party vendors. Such fee
will be charged monthly and payable by Subsidiary within thirty days. The
obligations of Subsidiary set forth in this Section 4(d) shall survive the
termination of this Agreement.

5. STATUS. Thermo shall be deemed to be an independent contractor and,
except as expressly provided or authorized in this Agreement, shall have no
authority to act for or represent Subsidiary.

6. OTHER ACTIVITIES OF THERMO. Subsidiary recognizes that Thermo now
renders and may continue to render management and other services to other
companies that may or may not have policies and conduct activities similar to
those of Subsidiary. Thermo shall be free to render such advice and other
services, and Subsidiary hereby consents thereto. Thermo shall not be

<PAGE> 4

required to devote full time and attention to the performance of its duties
under this Agreement, but shall devote only so much of its time and attention as
it deems reasonable or necessary to perform the services required hereunder.

7. NOTICES. All notices, billings, requests, demands, approvals, consents,
and other communications which are required or may be given under this Agreement
shall be in writing and will be deemed to have been duly given if delivered
personally or sent by registered or certified mail, return receipt requested,
postage prepaid to the parties at their respective addresses set forth below:

IF TO SUBSIDIARY: IF TO THERMO:
----------------- --------------

Metrika Systems Corporation Thermo Electron Corporation
5788 Pacific Center Boulevard 81 Wyman Street
San Diego, California 92121 Waltham, Massachusetts 02254
Attention: President Attention: Chief Executive Officer

8. NO ASSIGNMENT. This Agreement shall not be assignable except with the
prior written consent of the other party to this Agreement.

9. APPLICABLE LAW. This Agreement shall be governed by and construed under
the laws of the Commonwealth of Massachusetts applicable to contracts made and
to be performed therein.

10. PARAGRAPH TITLES. The paragraph titles used in this Agreement are for
convenience of reference only and will not be considered in the interpretation
or construction of any of the provisions thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as a sealed instrument by their duly authorized offices as of the date first
above written.

THERMO ELECTRON CORPORATION

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

SUBSIDIARY:

METRIKA SYSTEMS CORPORATION

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

<PAGE> 1
Exhibit 10.3

TAX ALLOCATION AGREEMENT
------------------------

THIS TAX ALLOCATION AGREEMENT is made as of November 26, 1996 between
Thermo Electron Corporation, a Delaware corporation ("Thermo Electron") and
Metrika Systems Corporation, a Delaware corporation ("Metrika").

PRELIMINARY STATEMENT
---------------------

Thermo Electron is the parent of an affiliated group of corporations
(including Metrika) within the meaning of Section 1504(a) of the Internal
Revenue Code of 1986, as amended (the "Code").

Thermo Electron owns over 80% of the issued and outstanding shares of
voting common stock of Thermo Instrument Systems Inc. which in turn owns over
80% of the issued and outstanding shares of voting common stock of Metrika, the
only class of stock Metrika is authorized to issue. Metrika is required to file
consolidated federal income tax returns with Thermo Electron.

Thermo Electron as the common parent of an affiliated group of corporations
and Metrika recognize that any one of them that sustains a net operating loss or
otherwise generates beneficial tax attributes for a taxable period may be
deprived of such benefits when offset in that or other periods against income or
tax liabilities of the others.

AGREEMENTS
----------

IT IS MUTUALLY agreed by the parties hereto as follows:

1. DEFINITIONS AND CONSTRUCTION.
-----------------------------

1.1 The Term "Thermo Electron Group" means the group of corporations of
which Thermo Electron is common parent and with which Thermo Electron files a
consolidated federal income tax return, excluding Metrika and subsidiaries of
Metrika that may exist now or in the future. For purposes of this Agreement, the
Thermo Electron Group shall be treated as a single corporate entity. The Thermo
Electron Group and Metrika and its subsidiaries, respectively, are sometimes
herein referred to collectively as the "Two Companies" or the "Companies." The
term "Deficit Company" means either one of the Companies that has an ordinary
loss, capital loss, special deduction or tax credit arising in a consolidated
return year, or in a prior separate return year, that is utilized to a greater
extent in the then current consolidated federal income tax return than would
have been the case if the Company had filed a separate federal income tax return
for the year. This Agreement anticipates that Thermo Electron will set aside and
retain certain sums calculated as provided herein. All reference to Thermo
Electron paying sums to itself pursuant to this Agreement shall be satisfied by
Thermo Electron setting aside sums in respect of the obligations established
under this Agreement.

<PAGE> 2

1.2 The paragraph titles used herein are for convenience of reference
only and will not be considered in the interpretation or construction of any of
the provisions hereof. Words may be construed in the singular or the plural as
the context requires.

2. TAX RETURNS.
-----------

2.1 FEDERAL TAX RETURNS. Thermo Electron as the common parent will
prepare and file or cause to be prepared and filed federal and state income tax
returns on a consolidated basis, for the Thermo Electron Group and Metrika and
its subsidiaries for all fiscal periods as to which a consolidated return is
appropriate in accordance with the terms of this Agreement.

2.2 STATE TAX RETURNS. Thermo Electron as the common parent will prepare
and file or cause to be filed state income tax returns on a combined,
consolidated, unitary, or other method that Thermo Electron believes will result
in a lower overall tax liability to the Two Companies. Metrika will reimburse
Thermo Electron for its portion of the tax. Such reimbursement will be the tax
Metrika would have paid on a separate return basis, but only if it was required
to file a return in that state.

3. TIME OF PAYMENT OF FEDERAL OBLIGATIONS TO THERMO ELECTRON. The
obligations of the Companies for Federal income tax payments will be determined
and paid as follows:

(a) Not later than the 15th day after the end of the fourth, sixth,
ninth and twelfth months of each consolidated taxable year of Thermo Electron,
Thermo Electron will make a reasonable determination (consistent with the
provisions of Section 6655 of the Code) of the separate federal income tax
liability that each Company would be required to pay as estimated payments on a
separate return basis for that period. Each Company shall pay to Thermo Electron
the amount of such liability within ten days.

(b) After the end of Thermo Electron's fourth accounting quarter and
before the 15th day of the third month thereafter, each Company will promptly
pay to Thermo Electron the entire amounts estimated to be due and payable under
such Company's federal income tax return as if filed on a separate return basis,
less all amounts previously paid with respect to that year pursuant to
subparagraph (a) of this Paragraph 3.

(c) If upon the filing of the consolidated income tax return, a revised
calculation is made in the manner set forth in subparagraph (b) of this
Paragraph 3, and it is determined that either Company has paid to Thermo
Electron with respect to the consolidated taxable year an amount greater than
that required by Paragraph 3(b), then that excess will be promptly paid by
Thermo Electron to that Company.

4. TAX OBLIGATIONS OF THERMO ELECTRON. Thermo Electron will pay the
consolidated tax liabilities of the Companies arising from filing a consolidated
federal tax return.

5. PAYMENT OF FUNDS BY THERMO ELECTRON. If in any year Metrika incurs a
loss or generates tax credits or similar tax benefits (a "tax benefit item"),
Thermo Electron shall pay to

<PAGE> 3

Metrika a sum equal to the amount of benefit realized by Thermo Electron that is
attributable to the Metrika tax benefit item; payments due to Metrika from
Thermo Electron under this section shall be made upon the earlier of (1) the
year in which Metrika would have obtained a tax benefit from the tax benefit
item if Metrika had in all years filed a separate federal income tax return or
(2) the year in which any applicable carry-forward period with respect to the
tax benefit item expires; provided that payments under this section shall be
made first by being taken into account in determining amounts payable to Metrika
under Section 3, and any remaining amount due to Metrika shall be paid by Thermo
Electron to Metrika at the times set forth for payments by Metrika under
Section 3.

6. CHANGES IN PRIOR YEAR'S TAX LIABILITIES. In the event that the
consolidated tax liability or the separate tax liability referred to in
Paragraphs 3 and 5 hereof for any year for which a consolidated tax return for
the two Companies was filed is or would be increased or decreased by reason of
filing an amended return or returns (including carry-back claims), or by reason
of the examination of the returns by the Internal Revenue Service, the amounts
due Thermo Electron for payment of taxes under Paragraph 3 hereof, and the
amount to be paid to Thermo Electron for allocation to Metrika under Paragraph
5 hereof for each year will be recomputed by Thermo Electron to reflect the
adjustments to taxable income and tax credits for the taxable year and interest
or penalties, if any. In accordance with those recomputations, additional sums
will be paid by the Companies to Thermo Electron or paid by Thermo Electron to
the Companies regardless of whether a member has become a Departing Member (as
defined in Paragraph 8 hereof) subsequent to the taxable year of recomputation.

7. NEW MEMBERS. The Companies agree that if, subsequent to the execution of
this Agreement, Thermo Electron becomes the Parent, as that term is used in
Section 1504 of the Code, of one or more subsidiary corporations, in addition to
Metrika, then each newly acquired subsidiary corporation may become a separate
party to this Agreement by consenting in writing to be bound by its provisions,
effective immediately upon its delivery to Thermo Electron, but the income,
deductions and tax credits of the newly acquired subsidiary corporations will
first be included in the consolidated federal income tax return as required by
the Code.

8. DEPARTING MEMBERS.
------------------

8.1 The term "Departing Members," as used herein, will mean a Company
that is no longer permitted under the Code to be included in the consolidated
federal income tax return.

8.2 In applying this Agreement to a Departing Member for the final
taxable year in which its income, deductions, and tax credits are required to be
included in the consolidated federal income tax return: (i) the amount required
to be paid by a Departing Member under the provisions of Paragraph 3 hereof and
(ii) the amount that the Departing Member is entitled to receive under the
provisions of Paragraph 5 hereof, will be determined by taking into account the
income, deductions and tax credits of the Departing Member only for the
fractional part of such year as the Departing Member was a member of the
consolidated group and included in the consolidated federal income tax return.

<PAGE> 4

8.3 After the filing of the consolidated federal income tax return for
the last taxable year that the Departing Member was included therein, the
Departing Member will be informed of the amount of consolidated carry-overs as
of the end of the taxable year or period which are attributable to the Departing
Member, as provided by Treasury Regulations Section 1.1502-79 or otherwise,
including the agreement of the parties.

9. DETERMINATION OF SUMS DUE FROM AND PAYABLE TO MEMBERS. Thermo Electron
will determine the sums due from and payable to the Companies under the
provisions of this Agreement (including the determination for purposes of
Paragraph 6 hereof). The Companies agree to provide Thermo Electron with such
information as may reasonably be necessary to make these determinations. Issues
arising in the course of the determinations that are not expressly provided for
in this agreement will be resolved in an equitable manner.

10. TAX CONTROVERSIES. If a consolidated federal income tax return for any
taxable year during which this Agreement is in effect is examined by the
Internal Revenue Service, the examination, as well as any other matters relating
to that tax return, including any tax litigation, will be handled solely by
Thermo Electron. Metrika will cooperate with Thermo Electron and to this end
will execute protests, petitions, and any other documents as Thermo Electron
determines to be necessary or appropriate. The cost and expense of Thermo
Electron's handling of a tax controversy, including legal and accounting fees,
will be allocated to and paid by the Company to whom the tax controversy
relates. If the tax controversy relates to both Companies, the cost and expense
will be allocated between the Companies in the proportion that each Company's
potential additional tax liability bears to the total potential additional tax
liability of both Companies (determined in accordance with Paragraph 6 hereto
and assuming that the tax controversy is resolved in favor of the Internal
Revenue Service) for the taxable year on issue. If the tax controversy
encompasses more than one taxable year, Thermo Electron will first allocate the
cost and expense to each taxable year in the proportion that the potential
additional tax liability for each taxable year bears to the total potential
additional tax liability for the taxable years in issue.

11. EFFECTIVE DATE. This Agreement shall be effective beginning as of the
date of this Agreement, and will continue on a year-to-year basis thereafter
with respect to Metrika for so long as Metrika is permitted to file a
consolidated federal income tax return with Thermo Electron.

12. STATE TAXES. The two Companies will jointly file any state tax return
on a combined, consolidated, unitary, or other method that Thermo Electron
determines results in a lower overall tax liability to the Two Companies. In the
event that said state tax returns shall be filed, the provisions of Sections
1-11 hereof shall apply, MUTATIS MUTANDIS (the necessary changes being made) to
the allocation, preparation, filing and payment related to such state taxes and
tax returns provided, however, that any benefit realized by the filing of the
combined, consolidated or unitary return will remain with Thermo Electron.

<PAGE> 5

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.

THERMO ELECTRON CORPORATION

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

METRIKA SYSTEMS CORPORATION

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

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

<PAGE> 1
Exhibit 10.4

MASTER REPURCHASE AGREEMENT

AGREEMENT dated as of November 26, 1996 between Thermo Electron
Corporation, a Delaware corporation ("Seller"), and Metrika Systems Corporation,
a Delaware corporation (the "Buyer").

1. APPLICABILITY

From time to time Buyer and Seller may enter into transactions in which
Seller agrees to transfer to Buyer certain securities and/or financial
instruments ("Securities") against the transfer of funds by Buyer, with a
simultaneous agreement by Buyer to transfer to Seller such Securities on demand,
against the transfer of funds by Seller. Each such transaction shall be referred
to herein as a "Transaction" and shall be governed by this Agreement, unless
otherwise agreed in writing.

2. DEFINITIONS

(a) "Act of Insolvency", with respect to either party (i) the commencement
by such party as debtor of any case or proceeding under any bankruptcy,
insolvency, reorganization, liquidation, dissolution or similar law, or such
party seeking the appointment of a receiver, trustee, custodian or similar
official for such party or any substantial part of its property; or (ii) the
commencement of any such case or proceeding against such party, or another
seeking such an appointment, which (A) is consented to or not timely contested
by such party, (B) results in the entry of an order for relief, such an
appointment or the entry of an order having a similar effect, or (C) is not
dismissed within 15 days; or (iii) the making by a party of a general assignment
for the benefit of creditors; or (iv) the admission in writing by a party of
such party's inability to pay such party's debts as they become due;

(b) "Additional Purchased Securities", Securities provided by Seller to
Buyer pursuant to Paragraph 4(a) hereof;

(c) "Income", with respect to any Security at any time, any principal
thereof then payable and all interest, dividends or other distributions thereon;

(d) "Market Value", with respect to any Securities as of any date, the
price for such Securities on such date obtained from a generally recognized
source agreed to by the parties or the most recent closing bid quotation from
such a source, plus accrued Income to the extent not included therein (other
than any Income transferred to Seller pursuant to Paragraph 6 hereof) as of such
date (unless contrary to market practice for such Securities);

(e) "Other Buyers", third parties that have entered into an agreement with
Seller that is substantially similar to this Agreement;

<PAGE> 2

(f) "Pricing Rate", a rate equal to the Commercial Paper Composite rate for
90-day maturities provided by Merrill Lynch, Pierce, Fenner & Smith Incorporated
(or, if such rate is not available, a substantially equivalent rate agreed to by
Buyer and Seller) plus 25 basis points, which rate shall be adjusted on the
first business day of each fiscal quarter and shall be in effect for the
entirety such fiscal quarter;

(g) "Purchase Price", the price at which Purchased Securities are
transferred by Seller to Buyer;

(h) "Purchased Securities", the Securities transferred by Seller to Buyer
in a Transaction hereunder, and any Securities substituted therefor in
accordance with Paragraph 9 hereof. The term "Purchased Securities" with respect
to any Transaction at any time also shall include Additional Purchase Securities
transferred pursuant to Paragraph 4(a) and shall exclude Securities returned
pursuant to Paragraph 4(b);

(i) "Repurchase Collateral Account", a book account maintained by Seller
containing, among other Securities, the Purchased Securities.

(j) "Repurchase Price", for any Purchased Security, an amount equal to the
Purchase Price paid by Buyer to Seller for such Purchased Security;

3. TRANSACTIONS

(a) A Transaction may be initiated by Buyer upon the transfer of the
Purchase Price to Seller's account. Upon such transfer, Seller shall transfer to
Buyer Purchased Securities having a Market Value equal to 103% of the Purchase
Price.

(b) Purchased Securities shall be held in custody for Buyer by Seller in
the Repurchase Collateral Account. Seller shall indicate on its books for such
account Buyer's ownership of the Purchased Securities. Upon reasonable request
from Buyer, Seller shall provide Buyer with a complete list of Purchased
Securities owned by Buyer.

(c) Upon demand by Buyer or Seller, Seller shall repurchase from Buyer, and
Buyer shall sell to Seller, for the Repurchase Price all or any part of the
Purchased Securities then owned by Buyer.

4. MARGIN MAINTENANCE

(a) If at any time the aggregate Market Value of all Purchased Securities
then owned by Buyer is less than 103% of the aggregate Repurchase Price for such
Purchased Securities, then Seller shall transfer to Buyer additional Securities
("Additional Purchased Securities"), so that the aggregate Market Value of such
Purchased Securities, including any such Additional Purchased Securities, will
thereupon equal or exceed 103% of such aggregate Repurchase Price.

<PAGE> 3

(b) If at any time the aggregate Market Value of all Purchased Securities
then owned by Buyer exceeds 103% of the aggregate Repurchase Price for such
Purchased Securities, then Seller may transfer Purchased Securities to Seller,
so that the aggregate Market Value of such Purchased Securities will thereupon
not exceed 103% of such aggregate Repurchase Price.

5. INTEREST PAYMENTS

If during any fiscal month Buyer owned Purchased Securities, then on the
first day of the next following fiscal month Seller shall pay to Buyer an amount
equal to the sum of the aggregate Repurchase Prices of the Purchased Securities
owned by Buyer at the close of each day during the preceding fiscal month
divided by the number of days in such month and the product multiplied by the
Pricing Rate times the number of days in such month divided by 360.

6. INCOME PAYMENTS AND VOTING RIGHTS

Where a particular Transaction's term extends over an Income payment date
on the Purchased Securities subject to that Transaction, Buyer shall, on the
date such Income is payable, transfer to Seller an amount equal to such Income
payment or payments with respect to any Purchased Securities subject to such
Transaction. Seller shall retain all voting rights with respect to Purchased
Securities sold to Buyer under this Agreement.

7. SECURITY INTEREST

Although the parties intend that all Transactions hereunder be sales and
purchases and not loans, in the event any such Transactions are deemed to be
loans, Seller shall be deemed to have pledged to Buyer as security for the
performance by Seller of its obligations under each such Transaction and this
Agreement, and shall be deemed to have granted to Buyer a security interest in,
all of the Purchased Securities with respect to all Transactions hereunder and
all proceeds thereof.

8. PAYMENT AND TRANSFER

Unless otherwise mutually agreed, all transfers of funds hereunder shall be
in immediately available funds. As used herein with respect to Securities,
"transfer" is intended to have the same meaning as when used in Section 8-313 of
the Massachusetts Uniform Commercial Code or, where applicable, in any federal
regulation governing transfers of the Securities.

9. SUBSTITUTION

Buyer hereby grants Seller the authority to manage, in Seller's sole
discretion, the Purchased Securities held in custody for Buyer by Seller in the
Repurchase Collateral Account. Buyer expressly agrees that Seller may (i)
substitute other Securities for any Purchased Securities and (ii) commingle
Purchased Securities with other Securities held in the Repurchase Collateral
Account. Substitutions shall be made by transfer to Buyer of such other
Securities and transfer to Seller of the Purchased Securities for which
substitution is being made. After substitution, the

<PAGE> 4

substituted Securities shall be deemed to be Purchased Securities. Securities
which are substituted for Purchased Securities shall have a Market Value at the
time of substitution equal to or greater than the Market Value of the Purchased
Securities for which such Securities were substituted.

10. REPRESENTATIONS

Each of Buyer and Seller represents and warrants to the other that (i) it
is duly authorized to execute and deliver this Agreement, to enter into the
Transactions contemplated hereunder and to perform its obligations hereunder and
has taken all necessary action to authorize such execution, delivery and
performance, (ii) the person signing this Agreement on its behalf is duly
authorized to do so on its behalf, (iii) it has obtained all authorizations of
any governmental body required in connection with this Agreement and the
Transactions hereunder and such authorizations are in full force and effect and
(iv) the execution, delivery and performance of this Agreement and the
Transactions hereunder will not violate any law, ordinance, charter, by-law or
rule applicable to it or any agreement by which it is bound or by which any of
its assets are affected. On the date for any Transaction Buyer and Seller shall
each be deemed to repeat all the foregoing representations made by it.

11. EVENTS OF DEFAULT

In the event that (i) Seller fails to repurchase or Buyer fails to transfer
Purchased Securities upon demand for repurchase from either Buyer or Seller,
(ii) Seller or Buyer fails, after one business day's notice, to comply with
Paragraph 4 hereof, (iii) Buyer fails to make payment to Seller pursuant to
Paragraph 6 hereof, (iv) Seller fails to comply with Paragraph 5 hereof, (v) an
Act of Insolvency occurs with respect to Seller or Buyer, (vi) any
representation made by Seller or Buyer shall have been incorrect or untrue in
any material respect when made or repeated or deemed to have been made or
repeated, or (vii) Seller or Buyer shall admit to the other its inability to, or
its intention not to, perform any of its obligations hereunder (each an "Event
of Default"):

(a) At the option of the nondefaulting party, exercised by written notice
to the defaulting party (which option shall be deemed to have been exercised,
even if no notice is given, immediately upon the occurrence of any Act of
Insolvency), Seller shall become obligated to repurchase, and Buyer shall become
obligated to sell, all Purchased Securities then owned by Buyer for the
Repurchase Price of such Purchased Securities.

(b) If Seller is the defaulting party and Buyer exercises or is deemed to
have exercised the option referred to in subparagraph (a) of this Paragraph, (i)
the Seller's obligations hereunder to repurchase all Purchased Securities in
such Transactions shall thereupon become immediately due and payable, (ii) all
Income paid after such exercise or deemed exercise shall be retained by Buyer
and applied to the aggregate unpaid Repurchase Prices owed by Seller, and (iii)
Seller shall immediately deliver to Buyer any Purchased Securities subject to
such Transactions then in Seller's possession.

<PAGE> 5

(c) In all Transactions in which Buyer is the defaulting party, upon tender
by Seller of payment of the aggregate Repurchase Prices for all such
Transactions, Buyer's right, title and interest in all Purchased Securities
subject to such Transactions shall be deemed transferred to Seller, and Buyer
shall deliver all such Purchased Securities to Seller.

(d) After one business day's notice to the defaulting party (which notice
need not be given if an Act of Insolvency shall have occurred, and which may be
the notice given under subparagraph (a) of this Paragraph or the notice referred
to in clause (ii) of the first sentence of this Paragraph), the nondefaulting
party may:

(i) as to Transactions in which Seller is the defaulting party, (A)
immediately sell, in a recognized market at such price or prices as Buyer may
reasonably deem satisfactory, any or all Purchased Securities subject to such
Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase
Prices and any other amounts owing by Seller hereunder or (B) in its sole
discretion elect, in lieu of selling all or a portion of such Purchased
Securities, to give Seller credit for such Purchased Securities in an amount
equal to the price therefor on such date, obtained from a generally recognized
source or the most recent closing bid quotation from such a source, against the
aggregate unpaid Repurchase Prices and any other amounts owing by Seller
hereunder; and

(ii) as to Transactions in which Buyer is the defaulting party, (A)
purchase securities ("Replacement Securities") of the same class and amount as
any Purchased Securities that are not delivered by Buyer to Seller as required
hereunder or (B) in its sole discretion elect, in lieu of purchasing Replacement
Securities, to be deemed to have purchased Replacement Securities at the price
therefor on such date, obtained from a generally recognized source or the most
recent closing bid quotation from such a source.

(e) As to Transactions in which Buyer is the defaulting party, Buyer shall
be liable to Seller (i) with respect to Purchased Securities (other than
Additional Purchased Securities), for any excess of the price paid (or deemed
paid) by Seller for Replacement Securities therefor over the Repurchase Price
for such Purchased Securities and (ii) with respect to Additional Purchased
Securities, for the price paid (or deemed paid) by Seller for the Replacement
Securities therefor.

(g) The defaulting party shall be liable to the nondefaulting party for the
amount of all reasonable legal or other expenses incurred by the nondefaulting
party in connection with or as a consequence of an Event of Default.

(h) The nondefaulting party shall have, in addition to its rights
hereunder, any rights otherwise available to it under any other agreement or
applicable law.

12. SINGLE AGREEMENT

Buyer and Seller acknowledge that, and have entered hereinto and will enter
into each Transaction hereunder in consideration of and in reliance upon the
fact that, all Transactions hereunder constitute a single business and
contractual relationship and have been made in

<PAGE> 6

consideration of each other. Accordingly, each of Buyer and Seller agrees (i) to
perform all of its obligations in respect of each Transaction hereunder, and
that a default in the performance of any such obligations shall constitute a
default by it in respect of all Transactions hereunder, (ii) that each of them
shall be entitled to set off claims and apply property held by them in respect
of any Transaction against obligations owing to them in respect of any other
Transactions hereunder and (iii) that payments, deliveries and other transfers
made by either of them in respect of any Transaction shall be deemed to have
been made in consideration of payments, deliveries and other transfers in
respect of any other Transactions hereunder, and the obligations to make any
such payments, deliveries and other transfers may be applied against each other
and netted.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall supersede any existing agreements between the parties
containing general terms and conditions for repurchase transactions. Each
provision and agreement and agreement herein shall be treated as separate and
independent from any other provision or agreement herein and shall be
enforceable notwithstanding the unenforceability of any such other provision or
agreement.

14. NON-ASSIGNABILITY; TERMINATION

The rights and obligations of the parties under this Agreement and under
any Transactions shall not be assigned by either party without the prior written
consent of the other party. Subject to the foregoing, this Agreement and any
Transactions shall be binding upon and shall inure to the benefit of the parties
and their respective successors and assigns. This Agreement may be canceled by
either party upon giving written notice to the other, except that this Agreement
shall, notwithstanding such notice, remain applicable to any Transactions then
outstanding.

15. GOVERNING LAW

This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts without giving effect to the conflict of law principles thereof.

16. NO WAIVERS, ETC.

No express or implied waiver of any Event of Default by either party shall
constitute a waiver of any other Event of Default and no exercise of any remedy
hereunder by any party shall constitute a wavier of its right to exercise any
other remedy hereunder. No modification or waiver of any provision of this
Agreement and no consent by any party to a departure herefrom shall be effective
unless and until such shall be in writing and duly executed by both of the
parties hereto.

19. INTENT

(a) The parties recognize that each Transaction is a "repurchase agreement"
as that term is defined in Section 101 of Title 11 of the United States Code, as
amended (except insofar

<PAGE> 7

as the type of Securities subject to such Transaction or the term of such
Transaction would render such definition inapplicable), and a "securities
contract" as that term is defined in Section 741 of Title 11 of the United
States Code, as amended.

(b) It is understood that either party's right to liquidate Securities
delivered to it in connection with Transactions hereunder or to exercise any
other remedies pursuant to Paragraph 11 hereof, is a contractual right to
liquidate such Transaction as described in Sections 555 and 559 of Title 11 of
the United States Code, as amended.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

THERMO ELECTRON CORPORATION

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

Title: Treasurer

METRIKA SYSTEMS CORPORATION

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

Title:

<PAGE> 1
Exhibit 10.5

MASTER GUARANTEE REIMBURSEMENT AGREEMENT

This AGREEMENT is entered into as of the 26th day of November 1996 by and
among Thermo Electron Corporation (the "Parent") and those of its subsidiaries
that join in this Agreement by executing the signature page hereto (the
"Majority Owned Subsidiaries").

WITNESSETH:

WHEREAS, the majority owned subsidiaries in the past have entered into, and
wish to enter into in the future, various financial transactions, such as
convertible or nonconvertible debt, bank loans, and equity offerings, and other
contractual arrangements with third parties (the "Underlying Obligations");

WHEREAS, the Majority Owned Subsidiaries acknowledge that they are unable
to enter into many kinds of Underlying Obligations without a guarantee of their
performance thereunder from the Parent (a "Parent Guarantee");

WHEREAS, certain Majority Owned Subsidiaries ("Second Tier Majority Owned
Subsidiaries ") are themselves majority owned subsidiaries of other Majority
Owned Subsidiaries ("First Tier Majority Owned Subsidiaries");

WHEREAS, for various reasons, Parent Guarantees of a Second Tier Majority
Owned Subsidiary's Underlying Obligations are often demanded and given without
the respective First Tier Majority Owned Subsidiary also issuing a guarantee of
such Underlying Obligation;

WHEREAS, the Parent is willing to consider continuing to issue Parent
Guarantees, on the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each party hereto, the parties agree as follows:

1. If, after the date hereof, the Parent provides a Parent Guarantee of an
Underlying Obligation, and the beneficiary(ies) of the Parent Guarantee
enforce the Parent Guarantee, or the Parent performs under the Parent
Guarantee for any other reason, then the Majority Owned Subsidiary that is
obligated under such Underlying Obligation shall indemnify and save
harmless the Parent from any liability, cost, expense or damage (including
reasonable attorneys' fees) suffered by the Parent as a result of the
Parent Guarantee. If the Underlying Obligation is issued by a Second Tier
Majority Owned Subsidiary, and such Second Tier Majority Owned Subsidiary
is unable to fully indemnify the Parent (because of the poor financial
condition of such Second Tier Majority Owned Subsidiary, or for any other
reason), then the First Tier Majority Owned Subsidiary that owns the
majority of the stock of such Second Tier Majority Owned Subsidiary shall
indemnify and save harmless

<PAGE> 2

the Parent from any remaining liability, cost, expense or damage (including
reasonable attorneys' fees) suffered by the Parent as a result of the
Parent Guarantee.

2. For purposes of this Agreement, the term "guarantee" shall include not only
a formal guarantee of an obligation, but also any other arrangement where
the Parent is liable for the obligations of a Majority Owned Subsidiary.
Such other arrangements include (a) representations, warranties and/or
covenants or other obligations joined in by the Parent, whether on a joint
or joint and several basis, for the benefit of the Majority Owned
Subsidiary and (b) responsibility of the Parent by operation of law for the
acts and omissions of the Majority Owned Subsidiary, including controlling
person liability under securities and other laws.

3. Promptly after the Parent receives notice that a beneficiary of a Parent
Guarantee is seeking to enforce such Parent Guarantee, the Parent shall
notify the Majority Owned Subsidiary(s) obligated under the relevant
Underlying Obligation. Such Majority Owned Subsidiary(s) shall have the
right, at its own expense, to contest the claim of such beneficiary. If a
Majority Owned Subsidiary is contesting the claim of such beneficiary, the
Parent will not perform under the relevant Parent Guarantee unless and
until, in the Parent's reasonable judgment, the Parent is obligated under
the terms of such Parent Guarantee to perform. Subject to the foregoing,
any dispute between a Majority Owned Subsidiary and a beneficiary of a
Parent Guarantee shall not affect such Majority Owned Subsidiary's
obligation to promptly indemnify the Parent hereunder.

4. All payments required to be made by a Majority Owned Subsidiary shall be
made within two days after receipt of notice from the Parent.

5. This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts applicable to contracts made and
performed therein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE> 3

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers as of the date first above written.

THERMO ELECTRON CORPORATION

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

THERMO INSTRUMENT SYSTEMS INC.

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

METRIKA SYSTEMS CORPORATION

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

<PAGE> 1
Exhibit 10.6

MASTER GUARANTEE REIMBURSEMENT AGREEMENT

This AGREEMENT is entered into as of the 26th day of November 1996 by and
among Thermo Instrument Systems Inc. (the "Parent") and those of its
subsidiaries that join in this Agreement by executing the signature page hereto
(the "Majority Owned Subsidiaries").

WITNESSETH:

WHEREAS, the Majority Owned Subsidiaries acknowledge that they may be
unable to enter into many kinds of Underlying Obligations without a guarantee of
their performance thereunder from the Parent (a "Parent Guarantee");

WHEREAS, the Parent is willing to consider continuing to issue Parent
Guarantees, on the terms and conditions set forth below;

<PAGE> 2
the Parent from any remaining liability, cost, expense or damage (including
reasonable attorneys' fees) suffered by the Parent as a result of the
Parent Guarantee.

4. All payments required to be made by a Majority Owned Subsidiary shall be
made within two days after receipt of notice from the Parent.

5. This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts applicable to contracts made and
performed therein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE> 3

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.

THERMO INSTRUMENT SYSTEMS INC.

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

METRIKA SYSTEMS CORPORATION

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

<PAGE> 1
EXHIBIT 10.7

METRIKA SYSTEMS CORPORATION

DEFERRED COMPENSATION PLAN FOR DIRECTORS

SECTION 1. PARTICIPATION. Any director of Metrika Systems Corporation (the
"Company") may elect to have such percentage as he or she may specify of the
fees otherwise payable to him or her deferred and paid to him or her as
provided in this Plan. A director who is also an officer of the Company or its
parent corporation, Thermo Electron Corporation, shall not be eligible to
participate in this Plan. Each election shall be made by notice in writing
delivered to the Secretary of the Company, in such form as the Secretary shall
designate, and each election shall be applicable only with respect to fees
earned subsequent to the date of the election for the period designated in the
form. The term "participant" as used herein refers to any director who shall
have made an election. No participant may defer the receipt of any fees to be
earned after the later to occur of either (a) the date on which the participant
shall retire from or otherwise cease to engage in his or her principal
occupation or employment or (b) the date on which he or she shall cease to be a
director of the Company, or such earlier date as the Board of Directors of the
Company, with the participant's consent, may designate (the "deferral
termination date"). In the event that the participant's deferral termination
date is the date on which he or she ceases to engage in his or her principal
occupation or employment, the participant or a personal representative shall
advise the Company of that date by written notice delivered to the Clerk of the
Company.

SECTION 2. ESTABLISHMENT OF DEFERRED COMPENSATION ACCOUNTS. There shall be
established for each participant an account to be designated as that
participant's deferred compensation account.

SECTION 3. ALLOCATIONS TO DEFERRED COMPENSATION ACCOUNTS. There shall be
allocated to each participant's deferred compensation account, as of the end of
each quarter, an amount equal to his or her fees for that quarter which that
participant shall have elected to have deferred pursuant to Section 1.

SECTION 4. STOCK UNITS AND STOCK UNIT ACCOUNTS. All amounts allocated to a
participant's deferred compensation account pursuant to Section 3 and Section 5
shall be converted, at the end of each quarter, into stock units by dividing the
accumulated balance in the deferred compensation account as of the end of that
quarter by the average last sale price per share of the Company's common stock
as reported on in The Wall Street Journal, for the five business days up to and
including the last business day of that quarter. The number of stock units, so
determined, rounded to the nearest one-hundredth of a share, shall be credited
to a separate stock unit account to be established for the participant, and the
aggregate value thereof as of the last business day of that quarter shall be
charged to the participant's deferred compensation account. No amounts credited
to the
<PAGE> 2
2

participant's deferred compensation account pursuant to Section 5 subsequent to
the close of the fiscal year in which occurs the participant's deferral
termination date shall be converted into stock units. Any such amount shall be
distributed in cash as provided in Section 8. A maximum number of 25,000 shares
of the Company's common stock may be represented by stock units credited under
this Plan, subject to proportionate adjustment in the event of any stock
dividend, stock split or other capital change affecting the Company's common
stock.

SECTION 5. CASH DIVIDEND CREDITS. Additional credits shall be made to a
participant's deferred compensation account, until all distributions shall have
been made from the participant's stock unit account, in amounts equal to the
cash dividends (or the fair market value of dividends paid in property other
than dividends payable in common stock of the Company) which the participant
would have received from time to time had he or she been the owner on the record
dates for the payment of such dividends of the number of shares of the Company's
common stock equal to the number of units in his or her stock unit account on
those dates.

SECTION 6. STOCK DIVIDEND CREDITS. Additional credits shall be made to a
participant's stock unit account, until all distributions shall have been made
from the participant's stock unit account, of a number of units equal to the
number of shares of the Company's common stock, rounded to the nearest
one-hundredth share, which the participant would have received from time to time
as stock dividends had he or she been the owner on the record dates for the
payments of such stock dividends of the number of units of the Company's common
stock equal to the number of units credited to his or her stock unit account on
those dates.

SECTION 7. RECAPITALIZATION. If, as a result of a recapitalization of the
Company (including a stock split), the Company's outstanding shares of common
stock shall be changed into a greater or smaller number of shares, the number of
units then credited to a participant's stock unit account shall be appropriately
adjusted on the same basis.

SECTION 8. DISTRIBUTION OF STOCK AND CASH AFTER PARTICIPANT'S DEFERRAL
TERMINATION DATE. When a participant's deferral termination date shall occur,
the Company shall become obligated to make the distributions prescribed in the
following paragraphs (a) and (b).

(a) The Company shall distribute to the participant the number of shares
of the common stock of the Company which shall equal the total number of units
accumulated in his or her stock unit account as of the close of the fiscal year
in which the participant's deferral termination date occurs. Such distribution
of stock shall be made in ten annual installments, unless, at least six months
prior to his or her deferral termination date, the participant shall have
elected, by notice in writing filed with the Secretary of the Company, to have
such distribution made in five annual installments. In either such case, the
installments shall be of as nearly equal number of shares as practicable,
adjusted to
<PAGE> 3
3

reflect any changes pursuant to Sections 6 and 7 in the number of units
remaining in the participant's stock unit account. The first such installment
shall be distributed within 60 days after the close of the fiscal year in which
the participant's deferral termination date occurs. The remaining installments
shall be distributed at annual intervals thereafter. Anything herein to the
contrary notwithstanding, the Company shall have the option, if its Board of
Directors shall by resolution so determine, in lieu of making distribution in
ten or five annual installments as set forth above, with the participant's
consent, to distribute stock or any remaining installments thereof in a single
distribution at any time following the close of the fiscal year in which the
participant's deferral termination date occurs. Distribution of stock made
hereunder may be made from shares of common stock held in the treasury and/or
from shares of authorized but previously unissued shares of common stock. All
distributions under the plan shall be completed not later than December 31,
2025.

(b) The Company shall distribute to the participant sums in cash equal to
the balance credited to his or her deferred compensation account as of the close
of the fiscal year in which his or her deferral termination date occurs plus
such additional amounts as shall be credited thereto from time to time
thereafter pursuant to Section 5. The cash distribution shall be made on the
same dates as the annual distributions made pursuant to paragraph (a) above, and
each cash distribution shall consist of the entire balance credited to the
participant's deferred compensation account at the time of the annual
distribution.

If a participant's deferral termination date shall occur by reason of his
or her death or if he or she shall die after his or her deferral termination
date but prior to receipt of all distributions of stock and cash provided for in
this Section 8, all stock and cash remaining distributable hereunder shall be
distributed to such beneficiary as the participant shall have designated in
writing and filed with the Secretary of the Company or, in the absence of
designation, to the participant's personal representative. Such distributions
shall be made in the same manner and at the same intervals as they would have
been made to the participant had he or she continued to live.

SECTION 9. PARTICIPANT'S RIGHTS UNSECURED. The right of any participant to
receive distributions under Section 8 shall be an unsecured claim against the
general assets of the Company. The Company may but shall not be obligated to
acquire shares of its outstanding common stock from time to time in anticipation
of its obligation to make such distributions, but no participant shall have any
rights in or against any shares of stock so acquired by the Company. All such
stock shall constitute general assets of the Company and may be disposed of by
the Company at such time and for such purposes as it may deem appropriate.

SECTION 10. TERMINATION OF THE PLAN. The Plan shall terminate and full
distribution shall be made from all participants' deferred compensation accounts
and stock unit accounts upon any change of control of the Company. Either of the
following shall be deemed to be a change of control: (a) the occurrence, without
the prior approval of the
<PAGE> 4
4

Board of Directors, of the acquisition, directly or indirectly, by any person
of 50% or more of the outstanding common stock of either the Company or its
parent corporation, Thermo Instrument Systems Inc. ("Thermo Instrument"), or
the beneficial owner of 25% or more of the outstanding common stock of Thermo
Electron Corporation ("Thermo Electron"), without the prior approval of the
prior directors of the Company, Thermo Instrument, or Thermo Electron, as the
case may be; (b) the failure of the prior directors to constitute a majority of
the Board of Directors of the Company, Thermo Instrument or Thermo Electron, at
any time within two years following any electoral event. As used in this
sentence and the preceding sentence, person shall mean a natural person, an
entity (together with an affiliate thereof, as defined in Rule 405 under the
Securities Act of 1933) or a group, as defined in Rule 13d-5 under the
Securities Exchange Act of 1934; prior directors shall mean the persons serving
on the Board of Directors immediately prior to any electoral event; and
electoral event shall mean any contested election of directors or any tender or
exchange offer for common stock of the Company, Thermo Instrument or Thermo
Electron by any person other than the Company, Thermo Instrument, Thermo
Electron or a subsidiary of any of the foregoing companies. The Board of
Directors at any time, at its discretion, may terminate the Plan. If the Board
of Directors terminates the Plan after any person or group of persons shall
have acquired or proposed to acquire control of the Company through the Board
of Directors, Thermo Instrument or Thermo Electron, full and prompt
distribution shall be made from all participants' deferred compensation
accounts and stock unit accounts. Otherwise, distributions in respect of
credits to participants' deferred compensation accounts and stock unit accounts
as of the date of termination shall be made in the manner and at the time
prescribed in Section 8.

SECTION 11. AMENDMENT OF THE PLAN. The Board of Directors of the Company may
amend the Plan at any time and from time to time, provided, however, that no
amendment affecting credits already made to any participant's deferred
compensation account or stock unit account may be made without the consent of
that participant or, if that participant has died, that participant's
beneficiary.

SECTION 12. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective
commencing upon the date the U. S. Securities and Exchange Commission shall have
declared effective the registration of shares of the Company's Common Stock in
an underwritten public offering pursuant to the Securities Act of 1933, as
amended.

<PAGE> 1
Exhibit 10.8

INDEMNIFICATION AGREEMENT

This AGREEMENT is dated as of November 26, 1996 by and between Thermo
Instrument Systems Inc., a Delaware corporation ("THI"), and Metrika Systems
Corporation, a Delaware corporation ("Metrika"). As used herein Metrika shall
mean Metrika Systems Corporation and its direct and indirect wholly owned
subsidiaries.

WHEREAS, Metrika was organized as a new wholly owned subsidiary of THI;

WHEREAS, THI has transferred to Metrika all of the shares of capital stock
that it holds of its subsidiary Gamma-Metrics, a California corporation (the
"Transferred Business"); all in exchange for an aggregate of 10,000,000 shares
(the "Metrika Shares") of common stock of Metrika; and

WHEREAS, as partial consideration for the issuance by Metrika of the
Metrika Shares, THI is willing to indemnify and hold harmless Metrika as set
forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, the parties hereto hereby agree as follows:

1. Indemnification by THI.
----------------------

(a) THI agrees to indemnify and hold harmless Metrika from any and all
claims, damages, losses, liabilities, costs and expenses (including, without
limitation, settlement costs and any reasonable legal, accounting or other
expenses for investigating or defending any actions or threatened actions)
incurred by Metrika relating solely to the acts or omissions, or related to
conduct, of the Transferred Businesses, including foreign operations thereof,
that occurred prior to the date hereof.

(b) Whenever any claim shall arise for indemnification hereunder,
Metrika shall promptly notify THI of the claim and, when known, the facts
constituting the basis for such claim. In the event of any such claim for
indemnification hereunder resulting from or in connection with any claim or
legal proceedings by a third-party, the notice to THI shall specify, if known,
the amount or an estimate of the amount of the liability arising therefrom.
Metrika shall not settle or compromise any claim by a third party for which
Metrika is entitled to indemnification hereunder without the prior consent of
THI, unless suit shall have been instituted against Metrika and THI shall not
have taken control of such suit after notification thereof as provided in
Paragraph 1(c) of this Agreement.

(c) In connection with any claim giving rise to indemnity hereunder
resulting from or arising out of any claim or legal proceeding by a person who
is not a party to this Agreement, THI at its sole cost and expense may, upon
notice to Metrika, assume the defense of any such claim or legal proceeding if
it acknowledges to Metrika its obligations to indemnify Metrika with respect to
all such elements of such claim. Metrika shall be entitled to participate in

<PAGE> 2

(but not control) the defense of any such action, with its counsel and at its
own expense. If THI does not assume the defense of any such claim or litigation
resulting therefrom within 30 days after the date THI is notified of such claim
pursuant to Paragraph 1(b) hereof, (i) Metrika may defend against such claim or
litigation, after giving notice of the same to THI, on such terms as are
appropriate in Metrika's reasonable judgment, and (ii) THI shall be entitled to
participate in (but not control) the defense of such action, with its counsel
and at its own expense.

2. Miscellaneous.
-------------
(a) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that THI
and Metrika may not assign their respective obligations hereunder without the
prior written consent of the other party. Any assignment in contravention of
this provision shall be void.

(b) This Agreement represents the entire understanding and agreement
between the parties hereto with respect to the subject matter hereof. This
Agreement may be amended or modified only by a written instrument executed by
THI and Metrika.

(c) Any notice or other communication shall be in writing and shall be
personally delivered, or sent by overnight or second day courier or by first
class mail, return receipt requested, to the party to whom such notice or other
communication is to be given or made at such party's address set forth below, or
to such other address as such party shall designate by written notice to the
other party as follows:

If to Thermo Instrument:

Thermo Instrument Systems Inc.
504 Airport Road
Santa Fe, New Mexico 87504-2108

With a copy to:

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

If to Metrika:

Metrika Systems Corporation
5788 Pacific Center Boulevard
San Diego, CA 92121

<PAGE> 3

With a copy to:

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

provided that any notice of change of address, and any notice or other
communication given otherwise than as specified above shall be effective only
upon receipt; and further that any presumption of receipt by the addressee shall
be inoperable during the period of any interruption in Postal Service.

(d) This Agreement shall be governed and construed in accordance with
the laws of the State of Delaware.

(e) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

(f) This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which shall be one and
the same document.

(g) This Agreement is the joint work product of the parties hereto,
and, therefore, in the case of an ambiguity no inference shall be drawn to the
detriment of either party.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first above written.

THERMO INSTRUMENT SYSTEMS INC. METRIKA SYSTEMS CORPORATION

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

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

<PAGE> 1
EXHIBIT 10.9

[THERMO INSTRUMENT SYSTEMS INC. LETTERHEAD]

December 4, 1996

Metrika Systems Corporation
5788 Pacific Center Boulevard
San Diego, California 92121

Ladies and Gentlemen:

Whereas, Thermo Instrument Systems Inc. ("THI") has transferred all of the
shares of capital stock that it holds in Gamma-Metrics, a California
corporation, to Metrika Systems Corporation, a Delaware corporation ("Metrika")
in exchange for 10,000,000 shares of common stock, $.01 par value, of Metrika.

Whereas, THI desires to contribute to the capital of Metrika all of the
shares of capital stock that it holds in Thermo Instrument Systems GmbH, a
German corporation, Thermo Instruments Ltd., a United Kingdom corporation and
Eberline Radiometrie S.A., a French corporation, upon the completion of certain
transactions.

In furtherance thereof, THI agrees as follows:

THI hereby agrees to contribute to the capital of Metrika all of the
capital stock that it holds, either of record or beneficially, of each of:

(i) Thermo Instrument Systems GmbH (a) after the completion of the
liquidation of Van Hengel Holding BV and (b) after the transfer by Thermo
Instrument Systems GmbH of all of the capital stock that it holds of each of
Thermo Instruments GmbH and Gerbruder Haake GmbH to other subsidiaries of THI;

(ii) Thermo Instrument Systems Ltd. (a) after the completion of the
liquidation of Van Hengel Holding BV, (b) after the transfer by Thermo
Instrument Systems Ltd. of all of the shares of capital stock that it holds, or
all of the assets that it owns, of its Baker CAC division and its Flow
Automation division and (c) after the transfer by Thermo Instrument Systems GmbH
of all of the capital stock that it holds, or all of the assets that it owns, of
its Eberline Radiometrie monitoring division to other subsidiaries of THI; and

(iii) Eberline Radiometrie S.A. after the completion by Eberline
Radiometrie S.A. of the

[THERMO ELECTRON LOGO]
<PAGE> 2
acquisition of substantially all of the assets of the Eberline Radiometrie
division of ThermoQuest France SA, a French corporation.

Very truly yours,

THERMO INSTRUMENT SYSTEMS INC.

By:__________________________________
Name:
Title:
Accepted and Agreed to:

METRIKA SYSTEMS CORPORATION

By:____________________________
Name:
Title:

<PAGE> 1
Exhibit 10.10

INDEMNIFICATION AGREEMENT

This AGREEMENT is dated as of December 4, 1996 by and between Thermo
Instrument Systems Inc., a Delaware corporation ("THI"), and Metrika Systems
Corporation, a Delaware corporation ("Metrika"). As used herein Metrika shall
mean Metrika Systems Corporation and its direct and indirect wholly owned
subsidiaries.

WHEREAS, Metrika was organized as a new wholly owned subsidiary of THI;

WHEREAS, THI has agreed to contribute to the capital of Metrika all of the
shares of capital stock that it holds of (i) Thermo Instrument Systems GmbH, a
German corporation, (ii) Thermo Instrument Systems Ltd., a United Kingdom
corporation, and (iii) Eberline Radiometrie SA, a French corporation, upon the
completion of certain transactions (collectively, the "Transferred Business");
and

WHEREAS, in connection therewith, THI is willing to indemnify and hold
harmless Metrika as set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, the parties hereto hereby agree as follows:

1. Indemnification by THI.
-----------------------

<PAGE> 2
Metrika with respect to all such elements of such claim. Metrika shall be
entitled to participate in (but not control) the defense of any such action,
with its counsel and at its own expense. If THI does not assume the defense of
any such claim or litigation resulting therefrom within 30 days after the date
THI is notified of such claim pursuant to Paragraph 1(b) hereof, (i) Metrika
may defend against such claim or litigation, after giving notice of the same to
THI, on such terms as are appropriate in Metrika's reasonable judgment, and
(ii) THI shall be entitled to participate in (but not control) the defense of
such action, with its counsel and at its own expense.

2. Miscellaneous.
--------------

(a) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that THI
and Metrika may not assign their respective obligations hereunder without the
prior written consent of the other party. Any assignment in contravention of
this provision shall be void.

If to Thermo Instrument:

Thermo Instrument Systems Inc.
504 Airport Road
Santa Fe, New Mexico 87504-2108

With a copy to:

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

If to Metrika:

Metrika Systems Corporation
5788 Pacific Center Boulevard
San Diego, CA 92121

<PAGE> 3

With a copy to:

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

(d) This Agreement shall be governed and construed in accordance with
the laws of the State of Delaware.

(e) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

(f) This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which shall be one and
the same document.

(g) This Agreement is the joint work product of the parties hereto,
and, therefore, in the case of an ambiguity no inference shall be drawn to the
detriment of either party.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first above written.

THERMO INSTRUMENT SYSTEMS INC. METRIKA SYSTEMS CORPORATION

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

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

<PAGE> 1
EXHIBIT 10.11

TRIPLE NET LEASE

By and Between

RADNOR/COLLINS/SORRENTO PARTNERSHIP

and

GAMMA-METRICS

January 1, 1995
<PAGE> 2
TABLE OF CONTENTS
-----------------

SECT. TITLE PAGE
- ----------- ----

1. Parties ............................................................... 1

2. Premises .............................................................. 1
2.1 Description of Premises ......................................... 1
2.2 Lessee's Covenants and Conditions ............................... 1

3. Term .................................................................. 1
3.1 Term ............................................................ 1

4. Rent .................................................................. 1
4.1 Annual Base Rent ................................................ 1
4.2 Payment of Rent ................................................. 2
4.3 Adjustments of Base Rent ........................................ 2
4.4 Late Charges .................................................... 2

5. Use ................................................................... 3

6. Compliance with Law ................................................... 3

7. Condition of Premises ................................................. 4
7.1 Acceptance ...................................................... 4
7.2 Surrender ....................................................... 4
7.3 Regulation ...................................................... 5

8. Notices ............................................................... 5

9. Brokers ............................................................... 5

10. Holding Over ......................................................... 6

11. Maintenance, Repairs and Alterations ................................. 6
11.1 Lessee's Obligations ........................................... 6
11.2 Lessor's Rights ................................................ 7
11.3 Lessor's Obligations ........................................... 7
11.4 Alterations and Additions ...................................... 9

12. Liens ................................................................ 10

13. Bankruptcy ........................................................... 11

14. Indemnification and Release .......................................... 11

15. Insurance ............................................................ 12
15.1 Liability Insurance ............................................ 12
15.2 Property Insurance ............................................. 13
15.3 Other Required Insurance ....................................... 14
15.4 Insurers ....................................................... 14
15.5 Waiver of Subrogation .......................................... 14

i
<PAGE> 3
15.6 Exemption of Lessor from Liability ............................. 14
15.7 Insurance Policies ............................................. 15

16. Damage or Destruction ................................................ 15
16.1 Definitions .................................................... 15
16.2 Partial Damage--Insured Loss ................................... 16
16.3 Partial Damage--Uninsured Loss ................................. 16
16.4 Total Destruction .............................................. 16
16.5 Damage Near End of Term ........................................ 16
16.6 Waiver ......................................................... 17
16.7 Lessee's Right To Terminate .................................... 17

17. Real Property Taxes .................................................. 18
17.1 Payment of Taxes ............................................... 18
17.2 Definition of "Real Property Tax" .............................. 18
17.3 Joint Assessment ............................................... 19
17.4 Personal Property Taxes ........................................ 19
17.5 Abatement ...................................................... 19

18. Utilities ............................................................ 20
18.1 Metering ....................................................... 20

19. Defaults and Remedies ................................................ 20
19.1 Events of Default .............................................. 20
19.2 Remedies ....................................................... 21
19.3 Worth at Time of Award ......................................... 21
19.4 Re-Entry by Lessor ............................................. 21
19.5 Remedies Cumulative ............................................ 22

20. Condemnation ......................................................... 22

21. Estoppel Certificate ................................................. 23
21.1 Written Statement by Lessee .................................... 23
21.2 Lessee's Failure to Deliver Statement .......................... 24

22. Governing Law ........................................................ 24

23. Successors and Assigns ............................................... 24

24. Attorneys' Fees ...................................................... 24
24.1 Suit by Either Party ........................................... 24

25. Performance by Lessee ................................................ 24

26. Mortgagee Protection ................................................. 25

27. Definition of Lessor ................................................. 25

28. Waiver ............................................................... 25

29. Identification of Lessee ............................................. 26

ii
<PAGE> 4
30. Terms and Headings ................................................... 26

31. Examination of Lease ................................................. 26

32. Time ................................................................. 26

33. Prior Agreement; Amendments .......................................... 27

34. Separability ......................................................... 27

35. Recording ............................................................ 27

36. Authority ............................................................ 27

37. Limitation on Liability .............................................. 27
37.1 Limitation as to Lessor ........................................ 27
37.2 Limitation as to Lessee ........................................ 28

38. Lessor's Access ...................................................... 28
38.1 Right of Entry ................................................. 28
38.2 Signs .......................................................... 28

39. Auctions ............................................................. 28

40. Signs ................................................................ 29

41. (Deleted] ............................................................ 29

42. Subordination and Attornment ......................................... 29
42.1 Subordination of Lease ......................................... 29
42.2 Lessee's Execution of Written Subordination .................... 30
42.3 Non-Disturbance Agreement for Existing Mortgage or
Deed of Trust .................................................. 30

43. Riders ............................................................... 31

44. [Deleted] ............................................................ 31

45. Easements ............................................................ 31

46. Performance Under Protest ............................................ 31

47. Assignment and Subletting ............................................ 32
47.1 Lessor's Consent ............................................... 32
47.2 Written Notice to Lessor ....................................... 32
47.3 Right of Recapture ............................................. 32
47.4 Division of Profits ............................................ 33
47.5 Continuing Liability of Lessee ................................. 33

48. Surrender Not Merger ................................................. 34

iii
<PAGE> 5
49. Common Areas ......................................................... 34
49.1 Availability of Common Areas ................................... 34
49.2 Parking ........................................................ 34
49.3 Common Area Expenses ........................................... 35
49.4 Common Areas Taxes and Assessments ............................. 35
49.5 Lessee's Pro Rata Share ........................................ 36
49.6 Audit Rights ................................................... 37
49.7 Tax Contest .................................................... 37
49.8 Exclusions to Common Area Expenses ............................. 38

50. Additional Provisions ................................................ 39
50.1 Tenant Improvements ............................................ 39
50.2 Option to Renew ................................................ 40
50.3 Approvals ...................................................... 41
50.4 Assignment of Warranties ....................................... 41
50.5 [Deleted] ...................................................... 42
50.6 [Deleted] ...................................................... 42
50.7 Pacific Corporate Center Owners' Association ................... 42
50.8 Right To Terminate ............................................. 42
50.9 Lessor's Default ............................................... 43
50.10 Force Majeure .................................................. 43
50.11 Quiet Enjoyment ................................................ 43
50.12 Lessee's Right To Contest ...................................... 43

Exhibits:

A The Premises ................................................. 1, 3, 34, 36
B Lessee Requirements to Perform Alterations ................... 9,40
C Use Restrictions ............................................. 3,52
D Plat ......................................................... 34,36,42
E Articles of Incorporation and Bylaws ......................... 42
F CC&R's ....................................................... 3,42
G Subordination, Nondisturbance
and Recognition Agreement .................................... 30
H Guarantee of Lease ...........................................
I List of Items Pursuant to Section 7.2 ........................ 4

iv
<PAGE> 6
PACIFICPOINT
STANDARD NET, NET, NET LEASE

1. Parties.

This Lease, dated for reference purposes on January 1, 1995, is made by
and between RADNOR/COLLINS/SORRENTO PARTNERSHIP, a California general
partnership ("Lessor"), and GAMMA-METRICS, a California corporation ("Lessee").
The prior lease between Lessor and Lessee dated November 18, 1988 is cancelled
and superseded by this Lease; provided, however, that such cancellation shall
not release either party of any obligations under such prior lease existing or
accrued as of December 31, 1994.

2. Premises.

2.1 Description of Premises. Lessor hereby leases to Lessee and Lessee
leases from Lessor for the term, at the rental, and upon all of the conditions
set forth herein, that certain real property consisting of an approximately
44,869 square foot building (the "Building") located at 5788 Pacific Center
Boulevard in the City of San Diego, State of California as more particularly
described in Exhibit "A", attached hereto and by this reference made a part
hereof (the "Premises").

2.2 Lessee's Covenants and Conditions. The parties hereto agree that said
letting and hiring is upon and subject to the terms, covenants and conditions
herein set forth. Lessee covenants, as a material part of the consideration for
this Lease, to keep and perform each and all of said terms, covenants and
conditions for which Lessee is liable, and that this Lease is made upon the
condition of such performance.

3. Term.

3.1 Term. The initial term of this Lease shall be one-hundred twenty (120)
months (the "Term"), commencing on January 1, 1995 (the "Commencement Date"),
and ending on December 31, 2004 (the "Termination Date"). Unless otherwise
provided, "Term" includes any Renewal Term.

4. Rent.

4.1 Annual Base Rent. Subject to adjustment pursuant to Section 4.3,
Lessee agrees to pay Lessor as Annual Base Rent for the Premises the sum of Four
Hundred Twenty-Five Thousand Three Hundred Fifty Eight and 12/100 Dollars
($425,358.12) (subject to adjustment as hereinafter provided), net, net, net,
in twelve equal monthly installments of Thirty-Five Thousand Four Hundred
Forty-Six

-1-
<PAGE> 7
and 51/100 Dollars ($35,446.51) each, in advance on the first day of each
calendar month during the Term.

4.2 Payment of Rent. In addition to the Annual Base Rent, Lessee agrees to
pay as additional rental the amount of rental adjustments and all other charges
required by this Lease. All rental shall be paid to Lessor on the first day of
each and every month of the Term hereof, without prior demand and without any
deduction or offset (except to the extent expressly otherwise provided herein) ,
in lawful money of the United States of America, at the address of Lessor
designated at the end of this Lease or to such other person or at such other
place as Lessor may from time to time designate upon not less than thirty (30)
days' prior notice in writing.

4.3 Adjustments of Base Rent. Effective January 1 of each year during the
initial Term and any Renewal Term, the Annual Base Rent (and monthly payments
thereof) in effect at the end of the preceding year shall be increased by four
percent (4%); provided, however, that the increase for the second year of the
initial Term (i.e., for the calendar year 1996) shall be three percent (3%) and
the increase for the third year of the initial Term (i.e., the calendar year
1997) shall be the lesser of four percent (4%) or the percentage change (but not
less than 0) in the CPI, comparing the CPI published nearest preceding January
1, 1996 with the CPI published nearest preceding January 1, 1997. "CPI" means
the U.S. Bureau of Labor Statistics, Consumer Price Index, All Urban Consumers,
All Items, L.A. - Anaheim - Riverside (1982-84=100). If the CPI is discontinued,
Lessor shall choose a comparable measure subject to Lessee's reasonable
approval.

4.4 Late Charges. Lessee acknowledges that, in the event Lessee fails to
pay any installment of rent when due, or in the event Lessee fails to make any
other payment for which Lessee is obligated under this Lease when due, Lessor
will incur costs and expenses not contemplated by this Lease, the exact amount
of which being extremely difficult and impractical to ascertain, including
without limitation processing and accounting charges and financing costs and
late charges that may be imposed by the terms of any encumbrance on or note
secured by the Premises. Therefore, in the event any such payment is not paid
within ten (10) calendar days after the due date, Lessee shall pay to Lessor,
from and after the second (2nd) such occurrence in any twelve (12) consecutive
month period during the Term, a late charge equal to one and one-half percent
(1-1/2%) of the amount due or One Hundred Dollars ($100.00), whichever is
greater, to compensate Lessor for the extra costs incurred as a result of such
late payment. Additionally, all such delinquent rent or other sums which are not
paid within ten (10) calendar days after the due date, shall, from and after the
second (2nd) such occurrence in any twelve (12) consecutive month period during
the Term, bear interest at the rate of the Bank of

-2-
<PAGE> 8
America (San Francisco Main Office) reference rate ("prime rate") plus
two-percent (2%) per annum, or the maximum lawful rate, whichever rate is less
(said rate is herein sometimes referred to as the "Default Rate").

5. Use.

Lessee shall use the Premises for general administrative offices and light
manufacturing or other light industrial uses and incidental uses not
inconsistent with or prohibited by applicable zoning ordinances or the
Covenants, Conditions and Regulations of the Pacific Corporate Center - North
Owners' Association, and shall not use or permit the Premises to be used for any
other purpose. Nothing contained herein shall be deemed to give Lessee any
exclusive right to such use in the Premises or any adjoining property. Lessee
shall not use or occupy the Premises in violation of law or of the Certificate
of Occupancy issued for the Premises, and shall, upon written notice from
Lessor, discontinue any use of the Premises which is declared by any
governmental authority having jurisdiction to be a violation of law or of said
Certificate of Occupancy. Lessee shall comply with any direction of any
governmental authority having jurisdiction which shall, by reason of the nature
of Lessee's use or occupancy of the Premises, impose any duty upon Lessee or
Lessor with respect to the Premises or with respect to the use or occupation
thereof. Lessee shall not use or allow the Premises to be used for any improper,
immoral, unlawful or objectionable purpose, nor shall Lessee cause, maintain or
permit any loud noise, vibration or other nuisance in, on or about the Premises
or otherwise disturb the peaceful possession of adjoining or nearby Premises. In
addition, Lessee shall comply with the provisions of the attached Exhibit "C".
Lessee shall not commit or suffer to be committed any waste in or upon the
Premises, nor shall Lessee cause, maintain or permit any outside storage on or
about the Premises except as may be authorized in writing by Lessor. Lessor and
Lessee acknowledge that Lessee has constructed an exterior enclosure in the area
depicted on Exhibit "A", and Lessor hereby approves of such enclosure, to the
extent that such enclosure does not violate any laws or ordinances of the City
of San Diego or the Covenants, Conditions and Restrictions of the Pacific
Corporate Center - North Owners' Association, attached hereto as Exhibit "F".

6. Compliance with Law.

Lessee shall, at its sole cost and expense, promptly comply with all laws,
statutes, ordinances, regulations, and other requirements of all municipal,
state and federal authorities now in force, or which may hereafter be in force,
pertaining to the Premises, and shall faithfully observe in the use of the
Premises the requirements of any board of fire underwriters, any certificate of
occupancy, and any recorded documents affecting the Premises,

-3-
<PAGE> 9
insofar as the same relate to the condition, use or occupancy of the Premises.
The judgment of any court of competent jurisdiction, or the admission of Lessee
in any action or proceeding against Lessee, whether Lessor be a party thereto or
not, that Lessee has violated any such ordinance or statute in the use of the
Premises, shall be conclusive of that fact as between Lessor and Lessee. Lessee
shall at its expense (subject to possible credit or recoupment pursuant to
Section 11. 3 [c] ) make all modifications or improvements to the Building which
are required in order to comply with the Americans With Disabilities Act, and
Lessor shall at its expense (subject to recovery as a Common Area Expense) make
all modifications or improvements to the Common Areas which are required in
order to comply with such Act.

7. Condition of Premises.

7.1 Acceptance. Lessee has been in possession of the Premises pursuant to
a prior lease and accepts the Premises as being in good and sanitary order,
condition and repair and in accordance with the requirements of this Lease.
Lessor makes no representation or warranty as to the condition of the Premises
or as to the use or occupancy which may be made thereof, and Lessor shall not be
required to make any repairs or improvements for any reason except as expressly
required herein.

7.2 Surrender. Lessee agrees on the last day of the Term hereof, or on the
sooner termination of the Lease, to surrender the Premises unto Lessor "broom
clean", in good condition and repair, normal wear and tear and damage by
casualty (except to the extent Lessee is required to repair the same) or taking
excepted, and all fixtures and equipment, the maintenance of which is the
responsibility of Lessee hereunder, in good working order, together with all
alterations, additions and improvements which may have been made in, to, or on
the Premises (except movable trade fixtures including without limitation the
items listed in Exhibit I hereto which have been made at the expense of Lessee).
At any time during the term of this Lease (but not more than once in any twelve
(12)-month period except for reasonable cause), or at any time within thirty
(30) days after the expiration or earlier termination of this Lease, Lessor may,
at its option and at Lessor's sole expense except as otherwise provided herein,
and with reasonable advance notice to Lessee, retain the services of one or more
inspectors or consultants to inspect the Premises and all equipment and fixtures
located on or affixed thereto, to determine whether such Premises, equipment and
fixtures are in the condition required to be maintained by Lessee by this Lease.
In the event of any deficiency as determined by such inspection(s), Lessee shall
cause the same to be corrected promptly and in a good and workmanlike manner, at
its sole expense. Lessee, on or before the end of the term or sooner termination
of this Lease, shall remove all of Lessee's personal property and trade fixtures
from the Premises, and all property not

-4-
<PAGE> 10
so removed shall be deemed abandoned by Lessee, and may be sold or otherwise
disposed of at Lessee's expense. Lessee waives all claims against Lessor for any
cost or damage to Lessee arising out of Lessor's retention or disposition of any
such alterations, fixtures or personal property as aforesaid. Lessee understands
that if the Premises are not surrendered at the end of the term or sooner
termination of this Lease in the condition required by this Lease, Lessor may be
delayed in re-leasing the Premises or unable to timely deliver possession to a
succeeding tenant.

7.3 Regulation. Except as otherwise provided in this Lease, Lessee hereby
accepts the Premises in their condition existing as of the Commencement Date
subject to all applicable zoning, municipal, county and state laws, ordinances
and regulations governing and regulating the use of the Premises, and any
covenants, conditions or restrictions now of record, or which may hereafter be
recorded with respect to the Premises as amended from time to time (provided
that no such amendments recorded by Lessor subsequent to the Commencement Date
shall materially interfere with Lessee's use of the Premises, nor make such use
substantially more costly), and accepts this Lease subject thereto and to all
matters disclosed thereby and by any Exhibits attached thereto. Lessee
acknowledges that neither Lessor nor Lessor's agent has made any representation
or warranty as to the present or future suitability of the Premises for the
conduct of Lessee's business.

8. Notices.

Any notice, demand or communication required or permitted to be given
hereunder must be in writing and shall be given by personal service, certified
or registered mail, postage prepaid, return receipt requested, or by Federal
Express or other comparable courier service providing proof of delivery. Notices
shall be deemed received upon the earlier of (i) the date of actual receipt (or,
if such date is not a business day, the next succeeding business day thereafter)
or (ii) the third business day after being deposited in the U.S. Mail. Notices
to Lessee shall be addressed to Lessee at the Premises, with a copy to Thermo
Instrument Systems Inc., 8 W. Forge Parkway, Franklin, Massachusetts, 02038,
Attn: Denis A. Helm, and notices to Lessor shall be addressed to Lessor at its
address set forth herein. Either party may specify a different or additional
address for notice purposes by written notice to the other hereunder.

9. Brokers.

Lessor and Lessee each warrant and represent to the other that it has had
no dealings with any real estate broker or agent in connection with the
negotiation of this Lease, except Langdon Rieder and Colliers-Iliff Thorn, whose
commissions shall be payable by Lessor pursuant to separate written agreements,
and that it

-5-
<PAGE> 11
knows of no other real estate broker or agent who is or might be entitled to a
commission in connection with this Lease. Lessor and Lessee each agree to
indemnify, defend and hold the other harmless from and against any and all cost,
expense or liability for any compensation, commission, charge or fee claimed by
any broker or agent with whom the indemnifying party has had dealings in
connection with this Lease.

10. Holding Over.

If Lessee holds over after the expiration or earlier termination of the
term hereof without the express written consent of Lessor, Lessee shall become a
Lessee at sufferance only, at a rental rate equal to (i) one hundred twenty
percent (120%) for the first one hundred twenty (120) day period, and (ii) one
hundred fifty percent (150%) thereafter of the rent in effect upon the date of
such expiration (as provided in Section 4 hereof and prorated on a daily basis),
and otherwise subject to the terms, covenants and conditions herein specified,
so far as applicable. Acceptance by Lessor of rent after such expiration or
earlier termination shall not result in a renewal of this Lease. If Lessee
obtains Lessor's written consent to hold over, then the rental rate for said
holdover period shall be equal to the rate payable hereunder at the time of such
expiration or earlier termination. The foregoing provisions of this Section 10
are in addition to and do not affect Lessor's right of re-entry or any rights of
Lessor hereunder or as otherwise provided by law.

11. Maintenance, Repairs and Alterations.

11.1 Lessee's Obligations. Subject to Lessor's obligations under Sections
11.3, 16 and 20, and the limitations of Section 11. 3(b), Lessee shall keep in
good order, condition and repair the Premises and every part thereof (whether or
not such portion of the Premises requiring repair, or the means of repairing the
same, are reasonable or readily accessible to Lessee, and whether or not the
need for such repairs occurs as a result of Lessee's use, any prior use, the
elements, the age or the quality of construction of such portion of the
Premises, or any other reason), including, without limiting the generality of
the foregoing, all plumbing, heating, ventilation, air conditioning, electrical,
lighting facilities and equipment within the Premises, fixtures, interior walls
and surfaces, ceilings, roofs (interior and exterior), floors, windows, doors,
plate glass and skylights located within the Premises, fences, enclosures, and
Lessee's signs located on the Premises, and sidewalks and parkways immediately
adjacent to the Premises. Lessee shall arrange for annual inspection of the
roof, mechanical and electrical portions of the Premises by qualified
independent third parties and shall pay for the cost of such inspections and
promptly arrange for the correction of any defects found. During September of
each year, Lessee shall at its expense arrange for a

-6-
<PAGE> 12
professional inspection of the cathodic protection system, and Lessee shall at
its expense promptly repair any deficiencies to such system. Lessee shall
require written reports of the foregoing inspections and shall promptly provide
Lessor copies of such reports, an itemization of any defects found, and a
statement of the corrective action(s) taken. Lessee shall maintain and keep in
force at all times during the Term a maintenance contract for the heating, air
conditioning and ventilation equipment serving the Premises (the maintenance of
which is the responsibility of Lessee hereunder). In the event that Lessee fails
to maintain any part of the Premises, the maintenance of which is the
responsibility of Lessee hereunder, in good condition and repair, Lessor shall
deliver to Lessee written notice of such defects, and Lessee shall promptly
undertake such action as is reasonably required to correct such defects. In the
event that Lessee fails to diligently undertake such corrective action, Lessor
shall have the right, but not the obligation, to correct same at Lessee's sole
cost and expense. Notwithstanding anything herein to the contrary, to the extent
that the need for repair or replacement results from the negligence or willful
misconduct of Lessor, its agents, employees, representatives, or contractors, or
the failure of Lessor to perform any of its obligations under this Lease, Lessor
shall pay for such repairs and replacements.

11.2 Lessor's Rights. If Lessee fails to perform Lessee's obligations
under this Section 11, or under any other Section of this Lease, Lessor may at
its option (but shall not be required to) enter upon the Premises after ten (10)
days' prior written notice to Lessee (except in the case of an emergency, in
which case no notice shall be required), perform such obligations on Lessee's
behalf and put the same in good order, condition and repair, and the cost
thereof together with interest thereon at the rate described in Section 4.4
above, shall become due and payable as additional rental to Lessor together with
Lessee's next rental installment; provided that Lessor shall have no such rights
if prior to the expiration of said ten (10)-day notice period Lessee has
commenced performance of such obligation and diligently prosecutes such
performance to completion.

11.3 Lessor's Obligations. Except for the obligations of Lessor under
Section 16 relating to destruction of the Premises and Section 20 relating to
condemnation of the Premises, it is intended by the parties hereto that Lessor
shall have no obligation, in any manner whatsoever, to repair and maintain the
nonstructural portions of the Premises or the equipment therein, or to pay any
other cost or expense whatsoever directly or indirectly relating to the
ownership, management, lease, operation or use of the Premises, all of which
obligations are intended to be the Lessee's obligations under this Lease, except
as provided in Section 11.3(a), below, or as otherwise expressly stated in this
Lease. Lessee expressly waives the benefit of any statute now or hereinafter in

-7-
<PAGE> 13
effect which would otherwise afford Lessee the right to make repairs at Lessor's
expense or to terminate this Lease because of Lessor's failure to keep the
Premises in good order, condition and repair.

(a) Lessor, at its sole cost, has constructed the building shell
("Building Shell") of which the Premises are a part, and all common areas
associated therewith, in accordance with certain plans and specifications
("Plans") prepared by Turpit & Partners, Architects, and approved by the City of
San Diego. Lessor shall repair at no cost to Lessee those portions of the
Building Shell including, and specifically limited to, (i) foundations, (ii)
structural exterior walls (unless damaged by Lessee, in which event Lessee shall
be responsible for all repairs associated with such damage; and provided further
that any damage to such exterior walls not resulting from earthquake or defects
in design or construction shall be presumed to be associated with Lessee Is use,
and shall be the responsibility of Lessee), and (iii) plumbing, electrical and
sewer utilities ("Utilities") installed at the time of construction of the
Building Shell, as depicted in the Plans (provided that any repairs to such
Utilities are not the result of Lessee's misuse or abuse of same, in which event
Lessee shall be responsible for all repairs thereto). Lessor shall, to the
extent reasonably practicable and without incurring overtime or premium rates,
attempt to minimize any interference with the conduct of Lessee's business from
the making of repairs and replacements for which Lessor is responsible. Lessor
shall not be responsible for any repairs the need for which arises from
alterations or additions made by Lessee.

(b) Notwithstanding anything in Section 11 to the contrary, Lessee
shall not be required to make any improvement, replacement or alteration the
cost of which is properly deemed a capital expenditure under generally accepted
accounting principles if such capital expenditure can be avoided by a repair
which is sound, functional, and consistent with good property management
practices applicable to similar first-class projects in the San Diego area.
Before making a repair, Lessee may notify Lessor in writing, describing the
repair, the reasons therefor and the estimated cost thereof, and Lessor shall,
if requested by Lessee, notify Lessee within twenty (20) days after receipt of
such notice from Lessee whether Lessor contends that a capital
repair/improvement should be made rather than a repair, and giving Lessor's
reason(s)therefor, together with estimated capital repair/improvement costs and
methods. Any dispute between Lessee and Lessor as to whether a repair versus a
capital improvement/alteration should be made under this Section 11.3 (b) or
Section 49.9 shall be resolved by binding arbitration in San Diego, California,
under the commercial rules of the American Arbitration Association, and the
prevailing party shall recover its reasonable attorney's fees and costs.

-8-
<PAGE> 14
(c) If Lessee is required to make an improvement, modification,
replacement or alteration pursuant to Section 11.3(b) or Section 6 which is a
capital expenditure under generally accepted accounting principles, Lessee shall
be entitled to a credit equal to the amount (if any) by which the actual
reasonable cost of such capital expenditure exceeds the product of (i) the
annual amortization of such cost on a straight-line basis based on the useful
life of the improvement, alteration, replacement, or modification and (ii) the
number of years remaining in the Term at the time the capital expenditure is
made. (By way of example, if Lessee makes a capital expenditure of $30,000 for
an improvement with a useful life of 20 years at a time when there are 5.5 years
remaining in the Term, Lessee would be entitled to a credit of $21,750 [$30,000
- - ($1500 X 5.5)].) Such credit shall be applied to the next rent becoming due
under this Lease until it has been fully applied; if this Lease expires before
the credit has been fully applied, the unapplied balance shall be paid to Lessee
upon Lessee's vacating the Premises in accordance with the terms of this Lease.
Before making an improvement, replacement, modification or alteration for which
Lessee may claim rent credit, Lessee shall give notice to Lessor and provide
Lessor with reasonably detailed information regarding the necessity for, nature
and estimated cost of, the same. If, after Lessee has been credited with any
rent pursuant to this Section, Lessee exercises any option(s) to renew this
Lease, the parties shall re-calculate the credit to which Lessee is entitled by
including the renewal period in the number of years remaining in the Term, and
Lessee shall pay to Lessor the excess of the credit taken by Lessee over the
re-calculated credit. If such excess exceeds $10,000, the amount over $10,000
may be paid by Lessee in equal monthly payments over the first twelve (12)
months of the renewal period.

11.4 Alterations and Additions.

(a) Lessee shall not, without Lessor's prior written consent, which
may not be unreasonably withheld, conditioned, or delayed, make any alterations,
improvements, additions, or Utility Installations in, on or about the Premises,
except for nonstructural alterations not exceeding One Hundred Fifty Thousand
Dollars ($150,000.00) in cumulative costs during the term of this Lease. In any
event, whether or not in excess of the foregoing cumulative cost, Lessee shall
make no change or alteration (i) to the exterior of the Premises, or (ii) to the
interior if visible from the exterior, without Lessor's prior written consent.
All alterations and additions shall comply with applicable law, be performed by
qualified contractors carrying insurance meeting the requirements of Exhibit B,
and Lessee shall provide Lessor copies of the "as built" plans, if any. As used
in this Section 11.4 the term "Utility Installation" shall mean window
coverings, power panels, electrical distribution systems, lighting fixtures,
space heaters, air conditioning, plumbing, fencing, satellite or other

-9-
<PAGE> 15
radio reception or transmitting devices, or gas lines. Lessor may require that
Lessee remove any or all of said alterations, improvements, additions or Utility
Installations at the termination or earlier expiration of the term (and will
notify Lessee of that fact at the time of approval), and repair all damage
caused by such removal. All alterations, additions, improvements and Utility
Installations which Lessee is not required to remove shall be a part of the
realty and shall be surrendered upon expiration or earlier termination of this
Lease. Notwithstanding anything herein to the contrary, upon expiration or
earlier termination of this Lease, Lessee shall remove or secure all facilities
which have been used for the storage of Hazardous Materials as required by law
and obtain all abandonment and closure certificates and related clearances
required by law. Should Lessee make any alterations, improvements, additions or
Utility Installations without the prior approval of Lessor, where such approval
is required, Lessor may require that Lessee remove any or all of the same at
Lessee's expense.

(b) Any alterations, improvements, additions or Utility
Installations in or about the Premises that Lessee shall desire to make and
which require the consent of the Lessor shall be presented to Lessor in written
form, with proposed detailed plans. If Lessor shall give its consent, which
consent may not be unreasonably withheld, conditioned, or delayed, the consent
shall be deemed conditioned upon Lessee acquiring a permit to do so from
appropriate governmental agencies, the furnishing of a copy thereof to Lessor
prior to the commencement of the work and the compliance by Lessee with all
conditions of said permit. Any such work shall be completed by Lessee promptly
and in a good and workmanlike manner, using good quality materials, and in such
a manner as not to cause any interruption of or interference with the use or
enjoyment of any adjoining premises. Lessee shall hold Lessor harmless from any
failure by Lessee to comply with the foregoing, pursuant to Section 14 below.

12. Liens.

Lessee shall not permit any mechanic's, materialmen's or other liens to be
filed against the Premises nor against Lessee's leasehold interest in the
Premises in connection with claims for labor or materials furnished or alleged
to have been furnished to or for Lessee at or for use in the Premises or
otherwise caused by Lessee. Lessee shall give Lessor not less than ten (10)
days' notice before commencement of any work on the Premises and Lessor shall
have the right to post and keep posted on the Premises any notices which it
deems necessary for protection from liens. If any such liens are filed, Lessor
may, without waiving its rights and remedies based on such breach of Lessee and
without releasing Lessee from any of its obligations, cause such liens to be
released by any means it shall deem proper, including payments in

-10-
<PAGE> 16
satisfaction of the claim giving rise to such lien; provided that Lessor shall
give Lessee ten (10) days' prior written notice of Lessor's intent to do so, and
Lessee shall have the right to pay the claim underlying such lien or otherwise
discharge the item or post a bond reasonably acceptable to Lessor within said
ten (10) day period. Lessee shall promptly pay to Lessor, upon notice duly made,
any sum paid by Lessor to remove such liens, together with interest at the rate
described in Section 4.4 above. No provision of this Lease shall be construed to
give Lessor a lien on Lessee's personal property or trade fixtures.

13. Bankruptcy.

If Lessee shall file a petition in bankruptcy under any provision of the
Bankruptcy Code as then in effect, or if Lessee shall be adjudicated a bankrupt
in involuntary bankruptcy proceedings and such adjudication shall not have been
vacated within sixty (60) days from the date thereof, or if a receiver or
trustee shall be appointed of Lessee's property and the order appointing such
receiver or trustee shall not be set aside or vacated within sixty (60) days
after the entry thereof, or if Lessee shall make a general assignment for the
benefit of creditors, or if Lessee's interest in this Lease or a substantial
portion of Lessee's assets located at the Premises shall be seized or attached
and such seizure or attachment is not discharged within sixty (60) days, then in
any such event Lessor may terminate this Lease, if Lessor so elects, with or
without notice of such election and with or without entry or action by Lessor.
In such case, notwithstanding any other provisions of the Lease, Lessor, in
addition to any and all rights and remedies allowed by law or equity, shall,
upon such termination, be entitled to recover damages in the amount provided in
Section 19.2 hereof. Neither Lessee nor any person claiming through or under
Lessee or by virtue of any statute or order or any court shall be entitled to
possession of the Premises but shall surrender the Premises to Lessor. Nothing
contained herein shall limit or prejudice the right of Lessor to recover damages
by reason of any such termination equal to the maximum allowed by any statute or
rule of law in effect at the time when such damages are to be proved.

14. Indemnification and Release.

Lessee shall indemnify, defend and hold Lessor and its officers,
directors, agents and employees harmless from all claims, demands, costs and
expenses (including reasonable attorneys' fees) to the extent arising from or in
connection with Lessee's use of the Premises or the conduct of its business or
from any activity, work, or thing done, permitted or suffered by Lessee in or
about the Premises; provided, however, that Lessee shall not be obligated under
this Section 14 to the extent such claims, demands, costs and expenses are due
to the negligence or willful misconduct of Lessor,

-11-
<PAGE> 17
its agents, employees, representatives or contractors. Lessee shall further
indemnify, defend and hold Lessor harmless from all claims, demands, costs and
expenses (including reasonable attorneys' fees) to the extent arising from any
breach or default in the performance of any obligation to be performed by Lessee
under the terms of this Lease, or to the extent arising from the negligence, or
willful misconduct of Lessee or of its representatives, contractors, agents or
employees; provided however, that such indemnification shall not apply to the
extent such claims or liabilities are caused by the negligence or willful
misconduct of Lessor, its agents, employees, representatives, or contractors. If
any action or proceeding shall be brought against Lessor by reason of any such
claim covered by Lessee's indemnity obligation, Lessee upon notice from Lessor
shall defend the same at Lessee's expense. Lessee, as a material part of the
consideration to Lessor, hereby assumes all risk of damage to property or injury
to persons in, upon or about the Premises from any cause whatsoever except that
which is caused by the failure of Lessor to observe any of the terms and
conditions of this Lease where such failure has persisted for an unreasonable
period of time after written notice of such failure, or by the negligence or
willful misconduct of Lessor, its agents, employees, representatives, or
contractors. Notwithstanding any of the foregoing to the contrary, Lessee shall
not be obligated to indemnify Lessor against any breach of Lessor's obligations
under this Lease.

15. Insurance.

15.1 Liability Insurance. Lessee shall, at Lessee's expense, obtain and
keep in force during the term of this Lease and any other period of occupancy
hereof, a policy of Combined Single Limit, Bodily Injury and Property Damage
insurance (Commercial General Liability insurance) insuring against any
liability arising out of the use, occupancy or maintenance of the Premises and
all areas appurtenant thereto. Such insurance shall be in an amount not less
than Three Million Dollars ($3,000,000.00) combined single limit for injury to
or death of one or more persons in an occurrence, and for damage to tangible
property (including loss of use) in an occurrence, said limit to be adjusted for
inflation every three (3) years. The policy shall insure the hazards of premises
and operations, independent contractors, contractual liability (covering the
indemnification provisions of Section 14 above), and shall (i) name Lessor and
its managing agent as additional insureds, except to the extent of such
additional insureds' negligence, (ii) contain a cross liability provision, and
(iii) contain an endorsement that "the insurance provided the Lessor hereunder
shall be primary and noncontributing with any other insurance available to the
Lessor". The limits of said insurance shall not, however, limit the liability of
Lessee hereunder.

-12-
<PAGE> 18

15.2 Property Insurance.

(a) Lessee shall obtain at Lessee's sole cost and expense a policy
or policies of insurance covering loss or damage to the Premises, and other real
property items specifically identified in writing by Lessee from time to time,
in the amount of the full replacement value thereof, covering all perils
included within "All Risk" coverage as such term is commonly used in the
insurance industry. Said insurance shall name Lessor as insured, with a standard
mortgagee endorsement. Such insurance shall cover the Premises (i.e., the
Building) and include the tenant improvements, heating and cooling equipment or
machinery and electrical equipment, as well as any furniture, fixtures,
equipment or other personal property owned by Lessor. A Stipulated Value or
Agreed Amount endorsement deleting the coinsurance provision of the policy shall
be procured with said insurance. If such insurance coverage has a deductible
clause, the deductible amount shall not exceed Fifteen Thousand Dollars
($15,000.00) per occurrence (except that earthquake coverage may have a
deductible of up to five percent [5%] of the replacement value of the
improvements covered), and Lessee shall be liable for such deductible amount.
Lessee shall pay for the entire cost of such insurance; provided that the cost
to the Lessee for earthquake and flood insurance shall not, in any event, exceed
the premium for the insurance policy (without earthquake and flood insurance) by
more than twenty percent (20%), and, if the cost of such insurance does exceed
the above percentage, Lessor, at Lessor's sole discretion, shall either pay the
excess amount (above 20%) or elect that earthquake and flood insurance is not
required. (For example, if the casualty insurance required hereunder, excluding
earthquake and flood insurance, is priced at One Hundred and No/100 Dollars
($100.00), and the cost of such insurance together with earthquake and flood
insurance is One Hundred Thirty and No/100 Dollars ($130.00), the cost to Lessee
shall be limited to twenty percent (20%) over the policy without earthquake and
flood insurance, or One Hundred Twenty and No/100 Dollars ($120.00), and Lessor
shall be responsible for the difference of Ten and No/100 Dollars ($10.00) if
Lessor shall nonetheless elect to obtain such coverage, or Lessor in this event
may elect not to obtain earthquake and flood insurance.)

(b) If the Premises are part of a group of buildings owned by Lessor
which are adjacent to the Premises, then Lessee shall pay for any increase in
the property insurance of such other building or buildings if said increase is
caused by Lessee's acts, omissions, use or occupancy of the Premises.

(d) Lessee shall, at its own expense, obtain business interruption
insurance of such type and coverage sufficient to pay

-13-
<PAGE> 19
all rent and other sums due hereunder for a period of not less than three (3)
months in the event of any cessation or reduction of Lessee's business for any
reason including, without limitation, damage or destruction described in Section
16 below.

15.3 Other Required Insurance. Lessee shall obtain, at Lessee's sole cost
and expense, Workers' Compensation and Employer's Liability insurance (as
required by state law).

15.4 Insurers. Insurance policies required hereunder shall be in a form
reasonably satisfactory to Lessor and issued by insurance companies licensed to
do business in California holding a "General Policyholders Rating" of at least
A/VII, as set forth in the most current issue of "Best's Insurance Guide" (or
the equivalent rating, if such guide is discontinued or materially changed).

15.5 Waiver of Subrogation. Lessee and Lessor each hereby release and
relieve the other, and waive their entire right of recovery against the other
for loss or damage arising out of or incident to the perils insured against
under Section 15.2, which perils occur in, on or about the Premises, whether due
to the negligence of Lessor or Lessee or their agents, employees, contractors
and/or invitees. All insurance that is carried by either party with respect to
the Premises or the Project, whether or not required, shall include provisions
that deny to the insurer acquisition by subrogation of rights of recovery
against the other party.

15.6 Exemption of Lessor from Liability. Lessee hereby agrees that Lessor
shall not be liable for injury to Lessee's business or any loss of income
therefrom or for damage to the goods, wares, merchandise or other property of
Lessee, Lessee's employees, invitees, customers, or any other person in or about
the Premises, nor shall Lessor be liable for injury to the person of Lessee,
Lessee's employees, agents or contractors, whether such damage or injury is
caused by or results from fire, steam, electricity, gas, water or rain, or from
the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures, or from any other
cause, whether the said damage or injury results from conditions arising upon
the Premises, or from other sources or places and regardless of whether the
cause of damage or injury or the means of repairing the same is inaccessible to
Lessee, except, however, that Lessor shall not be exempted from liability as
herein provided to the extent that any of the above events of damage or injury
are sustained by Lessee due to the negligence or willful misconduct of Lessor,
its agents, employees, representatives or contractors. Lessor shall not be
liable for any damages arising from any act or neglect of any other tenant, if
any, of the building in which the Premises are located.

-14-
<PAGE> 20
15.7 Insurance Policies.

(a) The liability and property insurance policies maintained by
Lessee shall include coverage for loss and liability arising from the use of
radioactive materials and contamination resulting therefrom (including
containment and clean up).

(b) All insurance policies obtained by Lessee hereunder shall
provide that such policy may not be canceled, materially reduced in coverage or
amount, or amended in any material manner for any reason whatsoever, except if
notice is given within thirty (30) days to Lessor.

(c) Upon signing this Lease, and thereafter upon demand at any time
during the term hereof, Lessee shall deliver to Lessor copies of certificates of
insurance evidencing existence of the amounts and forms of coverage and proof of
payment reasonably satisfactory to Lessor.

(d) Lessee shall, within twenty (20) days after the expiration of
the policies required hereunder, furnish the Lessor with renewal policies or
certificates of "binders" thereof; provided that in no event shall Lessee allow
the prior policy to expire and create a lapse in coverage before the renewal
policy is in effect. Failure to do so may result in the Lessor ordering such
insurance and charging the cost thereof to Lessee as additional rent, or may, in
Lessor's sole discretion, constitute a default under this Lease. If Lessor does
obtain any insurance that is the responsibility of the Lessee under this Lease,
Lessor shall deliver to Lessee a written statement setting forth the cost of
such insurance and showing in reasonable detail the manner in which it has been
computed.

16. Damage or Destruction.

16.1 Definitions.

(a) "Premises Partial Damage" shall herein mean damage or
destruction to the Premises to the extent that the cost of repair is less than
twenty-five percent (25%) of the then replacement cost of the Premises, as such
replacement cost is reasonably determined by Lessor.

(b) "Premises Total Destruction" shall herein mean damage or
destruction to the Premises to the extent that the cost of repair is twenty-five
percent (25%) or more of the then replacement cost of the Premises, as such
replacement cost is reasonably determined by Lessor.

-15-
<PAGE> 21
the insurance described in Section 15 and for which the insurance proceeds of
such policy(s) are sufficient to pay the full cost of repair, excluding any
deductible amounts.

(d) As used in Sections 16.1(a) and (b), "replacement cost of the
Premises" means the then cost to replace the Building, real property fixtures,
tenant improvements paid for by Lessor, and any other property of Lessor on or
in the Premises. Such term does not include Lessee's trade fixtures, equipment,
furniture or other property of Lessee, or tenant improvements paid for by
Lessee.

16.2 Partial Damage-Insured Loss. Subject to the provisions of Sections
16.4, 16.5, and 16.6, if at any time during the term of this Lease there is
damage which is an Insured Loss and which falls into the classification of
Premises Partial Damage, which can be repaired in less than 120 days from the
date of the occurrence of such damage, then Lessor shall repair such damage as
soon as reasonably possible and this Lease shall continue in full force and
effect. If said repair is estimated to take more than 120 days, then either
Lessor or Lessee may terminate this Lease upon determination of a reasonable
schedule of repair.

16.3 Partial Damage-Uninsured Loss. Subject to the provisions of Sections
16.4, 16.5, and 16.6, if at any time during the term of this Lease there is
damage which is not an Insured Loss and which falls within the classification of
Premises Partial Damage, unless caused by a negligent or willful act of Lessee
(in which event Lessee shall make the repairs at Lessee's expense), Lessor may
at Lessor's option either (i) repair such damage as soon as reasonably possible
at Lessor's expense, in which event this Lease shall continue in full force and
effect, or (ii) give written notice to Lessee within thirty (30) days after the
date of the occurrence of such damage of Lessor's intention to cancel and
terminate this Lease, as of the date of the occurrence of such damage.

16.4 Total Destruction. If at any time during the term of this Lease there
is damage, whether or not an Insured Loss, (including destruction required by
any authorized public authority), which falls into the classification of
Premises Total Destruction, this Lease shall automatically terminate as of the
date of such total destruction, and all insurance proceeds with respect to the
Building and fixtures owned by Lessor or in which Lessor has an interest shall
be payable to Lessor.

16.5 Damage Near End of Term.

(a) If at any time during the last twelve (12) months of the term of
this Lease there is damage, whether or not an Insured Loss, which falls within
the classification of Premises Partial Damage, and which cannot be repaired
within ninety (90)

-16-
<PAGE> 22
days, Lessor may at Lessor's option cancel and terminate this Lease as of the
date of occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within thirty (30) days after the date of occurrence of such
damage. If the damage was not caused by Lessee's negligence, then Lessee shall
also have the option to cancel the Lease under the provisions of this Section
16.5(a).

(b) Notwithstanding Section 16. 5 (a), in the event that Lessee has
an option to extend or renew this Lease, and the time within which said option
may be exercised has not yet expired, Lessee may exercise such option, if it is
to be exercised at all or, in the event Lessee has already exercised such
option, shall reconfirm such exercise in writing, no later than twenty (20) days
after the occurrence of an Insured Loss falling within the classification of
Premises Partial Damage during the last six (6) months of the term of this
Lease. If Lessee duly exercises such option during said twenty (20) day period,
Lessor shall effect repairs in accordance with the provisions of Section 16.2
above, and this Lease shall continue in full force and effect. If Lessee fails
to exercise or reconfirm its prior exercise of such option during said twenty
(20) day period, then Lessor may at Lessor's option terminate and cancel this
Lease as of the expiration of said twenty (20) day period by giving written
notice to Lessee of Lessor's election to do so within ten (10) days after the
expiration of said twenty (20) day period. In the event of any conflict or
inconsistency between the provisions of this Section 16.5 and the terms or
conditions of any such option, the provisions hereof shall be controlling in all
respects, notwithstanding any term or provision in the grant of option to the
contrary, unless otherwise expressly agreed in writing which expressly and
specifically refers to this Section 16.5.

16.6 Waiver. Lessor and Lessee hereby waive the provisions of any statutes
or court decisions which relate to the abatement or termination of leases when
leased property is damaged or destroyed, and agree that such event shall be
exclusively governed by the terms of this Lease.

16.7 Lessee's Right To Terminate. If Lessor shall fail either to complete
the restoration and repair of the Premises or to restore the same as nearly
equivalent as practicable to their condition immediately prior to the casualty
within one hundred eighty (180) days from the date of occurrence of the
casualty, then, in either such event, Lessee may terminate this Lease by thirty
(30) days' prior notice to Lessor given no later than fifteen (15) days after
the expiration of the aforesaid one hundred eighty (180)-day period; provided,
however, that if Lessor completes such restoration before the expiration of said
30-day period, this Lease shall remain in effect.

-17-
<PAGE> 23
17. Real Property Taxes.

17.1 Payment of Taxes. Lessee shall pay before delinquency all real
property taxes and assessments levied against the Premises and the parcel on
which they are located during the Term of this Lease. If any such real property
taxes paid by Lessee shall cover any period of time after the expiration of the
Term hereof, Lessee's share of such real property taxes shall be equitably
prorated to cover only the period of time within the tax fiscal year during
which this Lease shall be in effect, and Lessor shall promptly reimburse Lessee
to the extent required. At Lessor's option, such taxes shall be paid directly to
the taxing authority, or paid to Lessor at least ten (10) days before the
delinquency date and remitted by Lessor to the taxing authority. Lessee shall in
no event be liable for payment of any penalty, fine or interest charge resulting
from Lessor's failure to remit such taxes to the taxing authority in a timely
manner, except to the extent such delay is due to Lessee's failure to comply
with its obligations under this Section 17.1.

(a) Lessee shall not be required to pay any increase in real
property tax to the extent resulting from the first "change in ownership" of the
Premises or parcel on which they are located during the Term. The preceding
sentence shall have no further force or effect from and after the second "change
in ownership," and shall not apply to the normal two percent (2%) annual
increase.

17.2 Definition of "Real Property Tax". As used herein, the term "real
property tax" shall include any form of real estate tax or assessment, general,
special, ordinary or extraordinary, and any license fee, rental tax, parking
surcharge, improvement bond or bonds, levy or tax (other than inheritance,
income, estate, succession, gift, excess profits, excise, franchise, mortgage
lien or documentary stamp taxes) imposed on or with respect to the Premises by
any authority having the direct or indirect power to tax, including any city,
state or federal government, or any school, agricultural, sanitary, fire,
street, drainage or other improvement district thereof, as against any legal or
equitable interest of Lessor in the Premises or in the real property of which
the Premises are a part, as against Lessor's right to rent or other income
therefrom, and as against Lessor's business of leasing the Premises. The term
"real property tax" shall also include any tax, fee, levy, assessment or charge
(i) in substitution of, partially or totally, any tax, fee, levy assessment or
charge hereinabove included within the definition of "real property tax"; or
(ii) the nature of which was hereinbefore included within the definition of
"real property tax"; or (iii) which is imposed as a result of a transfer, either
partial or total, of Lessor's interest in the Premises or which is added to a
tax or charge hereinbefore included within the definition of real property tax
by reason of such transfer, subject to those restrictions contained in
Section 17.1

-18-
<PAGE> 24
(a); or (iv) which is imposed by reason of this transaction, any modifications
or changes hereto, or any transfers hereof; or (v) which is measured by or
reasonably attributable to the cost or value of Lessee's equipment, fixtures or
other property located on the Premises or Lessee's leasehold improvements made
in or to the Premises, regardless whether title to such improvements shall be in
Lessor or Lessee; or (vi) upon or measured by the rent payable hereunder; or
(vii) upon or with respect to the possession, leasing, operation, maintenance,
management, use or occupancy of the Premises or any portion thereof.
Notwithstanding anything herein to the contrary, to the extent that any special
or betterment assessment is included in any "real property tax," and such
assessment is payable in installments, Lessee shall only be obligated to pay
those installments which become due during the Term of this Lease, and Lessee's
liability for any installment which covers a period before or after the Term
shall be equitably prorated. If any such assessment is not payable in
installments, the assessment shall be amortized on a straight-line basis over
the useful life (lives) of the improvements) to which it pertains, and Lessee
shall pay a prorata portion based on the portion of such useful life during
which this Lease is in effect.

17.3 Joint Assessment. If the Premises are not separately assessed,
Lessee's liability shall be a prorata proportion of the real property taxes for
all of the land and improvements included within the Project, such proportion to
be determined by reference to Section 49.5 hereof.

17.4 Personal Property Taxes.

(a) Lessee shall pay prior to delinquency all taxes assessed against
and levied upon trade fixtures, furnishings, equipment and all other personal
property of Lessee contained in the Premises or elsewhere. When possible, Lessee
shall cause said trade fixtures, furnishings, equipment and all other personal
property to be assessed and billed separately from the real property of Lessor.

(b) If any of Lessee's said personal property shall be assessed with
Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee
within ten (10) days before the delinquency date for such payment.

17.5 Abatement. If Lessor shall obtain any abatement, refund or rebate in
real property taxes for the Premises, Lessor shall promptly forward the amount
of such abatement, refund or rebate to Lessee to the extent Lessee previously
paid the same, less Lessor's cost of obtaining the same. If the Premises are
separately assessed, Lessee shall have the right to seek, at Lessee's sole
expense, an abatement, refund or rebate in real property taxes on Lessor's
behalf. The full amount of any such abatement, refund or

-19-
<PAGE> 25
rebate obtained by Lessee shall promptly be forwarded by Lessor to Lessee to the
extent Lessee previously paid the same.

18. Utilities.

Lessee shall pay for all water, gas, heat, light, power, telephone, waste
removal, sewer and other utilities and services supplied to the Premises,
together with any taxes thereon. If any such services are not separately metered
to Lessee, Lessee shall pay a reasonable proportion to be determined by Lessor
(in the exercise of its reasonable discretion) of all charges jointly metered
with other Premises.

Lessee shall be responsible for contracting with and obtaining from
applicable utility companies those utility services required for the conduct and
operation of Lessee's business, to the extent that such desired services are
reasonably available to the Premises. Lessor agrees to reasonably cooperate with
Lessee in obtaining such services provided that Lessee shall have first made
application for such service(s) and shall have exhausted all reasonable efforts
in obtaining same. Lessor further agrees to promptly repair or replace defects
within the Premises or the Project that may unreasonably interfere with the
supply or availability of utilities reasonably desired by Lessee.

18.1 Metering. Electricity, gas and water supplied to the Premises shall
be separately metered. Lessee shall be responsible for the cost of maintenance,
inspection and repair of all meters exclusively servicing the Premises.
Electrical service to the Premises is 2,000 amps, three phase, 480/277 service.

19. Defaults and Remedies.

19.1 Events of Default. The occurrence of any one or more of the following
events shall constitute a default hereunder by Lessee:

(a) The failure by Lessee to make any payment of rent or additional
rent or any other payment required to be made by Lessee hereunder, as and when
due; which failure continues for five (5) or more business days after written
notice thereof by Lessor to Lessee. Any such notice may be combined with, and
shall not be in addition to, any notice required under applicable state statutes
regarding unlawful detainer actions.

(b) The failure by Lessee to observe or perform any of the express
or implied covenants or provisions of this Lease to be observed or performed by
Lessee, other than as specified in Section 19.1(a) above, where such failure
shall continue for a period of twenty (20) days after written notice thereof
from Lessor to Lessee. Any such notice may be combined with, and shall not be in

-20-
<PAGE> 26
addition to, any notice required under applicable state statutes regarding
unlawful detainer actions. If the nature of the Lessee's default is such that
more than twenty (20) days are reasonably required for its cure, then Lessee
shall not be deemed to be in default if Lessee shall commence such cure within
said twenty (20) day period and thereafter diligently prosecute such cure to
completion.

19.2 Remedies. In the event of any such default by Lessee which is not
cured prior to the expiration of all applicable notice and cure periods, in
addition to any other remedies available to Lessor at law or in equity, Lessor
shall have the immediate option to terminate this Lease and all rights of Lessee
hereunder and offset any deposits of Lessee against Lessee's obligations. In the
event that Lessor shall elect to so terminate this Lease then Lessor may recover
from Lessee:

(a) the worth at the time of award of any unpaid rent which had been
earned at the time of such termination; plus

(b) the worth at the time of award of the amount by which the unpaid
rent which would have been earned after termination until the time of award
exceeds the amount of such rental loss that Lessee proves could have been
reasonably avoided; plus

(c) the worth at the time of award of the amount by which the unpaid
rent for the balance of the term after the time of award exceeds the amount of
such rental loss that Lessee proves could be reasonably avoided; plus

(d) any other amount necessary to compensate Lessor for all the
detriment proximately caused by Lessee's failure to perform Lessee's obligations
under this Lease or which in the ordinary course of events would be likely to
result therefrom.

19.3 Worth at Time of Award. As used in Sections 19.2 (a) and (b) above,
the "worth at the time of award" is computed by allowing interest at the Default
Rate. As used in Section 19.2(c) above, the "worth at the time of award" is
computed by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of award plus one percent (1%). Efforts by
Lessor to mitigate the damages caused by Lessee's breach of this Lease shall not
waive Lessor's right to recover damages under Section 19.2.

19.4 Re-Entry by Lessor. In the event of any such default by Lessee,
Lessor shall also have the right, with or without

-21-
<PAGE> 27
terminating this Lease, to re-enter the Premises and remove all persons and
property from the Premises; such property may be removed and stored in a public
warehouse or elsewhere at the cost of and for the account of Lessee. No re-entry
or taking possession of the Premises by Lessor pursuant to this Section 19.3
shall be construed as an election to terminate this Lease unless a written
notice of such intention is given by Lessee or unless the termination thereof is
decreed by a court of competent jurisdiction.

19.5 Remedies Cumulative. All rights, options and remedies of Lessor
contained in this Lease shall be construed and held to be cumulative, and no one
of them shall be exclusive of the other, and Lessor shall have the right to
pursue any one or all of such remedies or any other remedy or relief which may
be provided by law, whether or not stated in this Lease. The Lessor has the
remedy described in California Civil Code Section 1951.4 (Lessor may continue
the Lease in effect after Lessee's breach and abandonment and recover rent as it
becomes due, if Lessee has the right to sublet or assign, subject only to
reasonable limitations.) No waiver of any default of Lessee hereunder shall be
implied from any acceptance by Lessor of any rent or other payments due
hereunder or any omission by Lessor to take any action of account of such
default if such default persists or is repeated, and no express waiver shall
affect defaults other than as specified in said waiver. No act or notice of
Lessor shall be deemed an election to terminate this Lease unless Lessor
expressly so notifies Lessee in writing. The consent or approval of Lessor to or
of any act by Lessee requiring Lessor's consent or approval shall not be deemed
to waive or render unnecessary Lessor's consent to or approval of any subsequent
similar acts by Lessee.

20. Condemnation.

If the Premises, or parcel on which they are located, or any portion
thereof are taken under the power of eminent domain, or sold under the threat of
the exercise of said power (all of which are herein called "condemnation"), this
Lease shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever first occurs, but shall remain in
full force and effect as to the balance of the Premises, except as hereinafter
provided. If more than ten percent (10%) of the floor area of the Premises, or
more than thirty percent (30%) of the land area of the parcel on which the
Premises are located which is not occupied by the building, is taken by
condemnation, Lessee may, at Lessee Is option, to be exercised in writing only
within thirty (30) days after the condemning authority shall have taken
possession, terminate this Lease as of the date the condemning authority takes
such possession. If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of
the Premises remaining,

-22-
<PAGE> 28
except that the rent shall be equitably reduced. Any award for the taking of all
or part of the Premises under the power of eminent domain or any payment made
under threat of the exercise of such power shall be the sole and exclusive
property of Lessor, whether such award shall be made as compensation for
diminution in value of the leasehold or for the taking of the fee, or as
severance damages, or for the bonus value or market value of this Lease, or for
the value of any option to extend the term of this Lease or to purchase the
Premises; provided, however, that Lessee shall be entitled to any award for loss
of or damage to Lessee's business, trade fixtures and removable personal
property, or for the unamortized portion of the cost of any tenant improvements
installed in the Premises to the extent paid for by Lessee, and expenses of
relocation. In the event that this Lease is not terminated by reason of such
condemnation, Lessor shall to the extent of severance damages received by Lessor
in connection with such condemnation, repair any damage to the Premises caused
by such condemnation except to the extent that Lessee has been reimbursed
therefor by the condemning authority. If Lessor shall fail to restore the
Premises as nearly equivalent as practicable to their condition immediately
prior to the taking within one hundred eighty (180) days from the date that
possession of the portion of the Premises so taken is delivered to the
condemning authority, then, in such event, Lessee may terminate this Lease by
thirty (30) days' prior written notice to Lessor given no later than fifteen
(15) days after the expiration of the aforesaid one hundred eighty (180)-day
period; provided, however, that if Lessor completes such restoration before the
expiration of said 30-day period, this Lease shall remain in effect.

21. Estoppel Certificate.

21.1 Written Statement by Lessee. Within fifteen (15) days following
written request of Lessor, Lessee shall execute and deliver to Lessor a
statement certifying: (i) the date of commencement of this Lease; (ii) the fact
that this Lease is unmodified and in full force and effect (or, if there have
been modifications hereto, that this Lease is in full force and effect, and
stating the date and nature of such modifications); (iii) the date to which the
rental and other sums payable under this Lease have been paid; (iv) to Lessee's
knowledge, there are no current defaults under this Lease by either Lessor or
Lessee except as specified in Lessee's statement; and (v) such other matters
reasonably requested by Lessor. If requested by a potential buyer or lender,
Lessee shall provide to Lessor a copy of Lessee's guarantor's most recent
financial statement, certified as true and complete to the best of Lessee's
knowledge. Lessor and Lessee intend that any statement delivered pursuant to
Section 21 may be relied upon by any mortgagee, beneficiary, purchaser or
prospective purchaser of the building in which the Premises are located or any
interest therein.

-23-
<PAGE> 29
21.2 Lessee's Failure to Deliver Statement. If Lessee's failure to deliver
such statement within such time is not cured within five (5) days after written
notice thereof by Lessor to Lessee, such failure shall be an Event of Default
under Section 19.1(c) of this Lease and conclusive upon Lessee that: (i) this
Lease is in full force and effect without modification, except as may be
represented by Lessor, (ii) there are no uncured defaults in Lessor's
performance and (iii) not more than one month's rental has been paid in advance.

22. Governing Law.

This Lease shall be governed by and construed pursuant to the laws of the
State of California.

23. Successors and Assigns.

Except as otherwise provided in this Lease, all of the covenants,
conditions and provisions of this Lease shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns.

24. Attorneys' Fees.

24.1 Suit by Either Party. If Lessor or Lessee should bring suit, or
institute any other action or proceeding, for possession of the Premises, for
the recovery of any sum due under this Lease, or because of the breach of any
provisions of this Lease, or for any other relief hereunder, or in the event of
any other litigation between the parties with respect to this Lease, then all
costs and expenses, including without limitation reasonable attorneys' fees and
disbursements incurred by the prevailing party therein, shall be paid by the
other party, which obligation on the part of the other party shall be deemed to
have accrued on the date of the commencement of such action and shall be
enforceable whether or not the action is prosecuted to judgment.

25. Performance by Lessee.

All covenants and agreements to be performed by Lessee under any of the
terms of this Lease shall be performed by Lessee at Lessee's sole cost and
expense and without any abatement of rent. If Lessee shall fail to pay any sum
of money owed to any party other than Lessor, for which it is liable hereunder,
or if Lessee shall fail to perform any other act on its part to be performed
hereunder or otherwise violate any term or provision of this Lease, and such
failure or violation shall continue for ten (10) business days after notice
thereof by Lessor, Lessor may, but shall not be obligated to, make any such
payment or perform any such other act to be made or performed by Lessee, without
waiving or releasing Lessee from its obligations, unless the performance of such

-24-
<PAGE> 30
obligation reasonably requires in excess of ten (10) business days, in which
case Lessor shall have no such rights, provided Lessee has commenced performance
of such obligation and is diligently prosecuting such performance to completion.
All sums so paid by Lessor and all necessary incidental costs together with
interest thereon at the rate described in Section 4.4 above, from the date of
such payment by Lessor, shall be payable to Lessor on demand. Lessee covenants
to pay any such sums, and Lessor shall have (in addition to any other right or
remedy of Lessor) all rights and remedies in the event of the non-payment
thereof by Lessee as are set forth in Section 19 hereof.

26. Mortgagee Protection.

In the event of any default on the part of Lessor, Lessee shall give
notice by registered or certified mail to any beneficiary of a deed of trust or
mortgage covering the Premises whose address shall have been furnished to Lessee
concurrent with giving notice of default to Lessor, and shall offer such
beneficiary or mortgagee a reasonable opportunity to cure the default, including
time to obtain possession of the Premises by power of sale or a judicial
foreclosure, if such should prove necessary to effect a cure.

27. Definition of Lessor.

The term "Lessor", as used in this Lease, so far as covenants or
obligations on the part of Lessor are concerned, shall be limited to and include
only the owner or owners, at the time in question, of the fee title of the
Premises or the lessees under any ground lease, if any. In the event of any
transfer, assignment or other conveyance or transfers of any such title, Lessor
herein named (and in case of any subsequent transfers or conveyances, the then
grantor) shall be automatically freed and relieved from and after the date of
such transfer, assignment or conveyance of all liability in respect to the
performance of any covenants or obligations on the part of Lessor contained in
this Lease thereafter accruing. Without further agreement, the transferee of
such title shall be deemed to have assumed and agreed to observe and perform any
and all obligations of Lessor hereunder, during its ownership of the Premises.
Lessor may transfer its interest in the Premises without the consent of Lessee
and such transfer or subsequent transfer shall not be deemed a violation on
Lessor's part of any of the terms and conditions of this Lease.

28. Waiver.

The waiver by either party of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition herein contained,
nor shall any custom or

-25-
<PAGE> 31
practice which may develop between the parties in the administration of the
terms hereof be deemed a waiver of or in any way affect the right of either
party to insist upon the performance by the other party in strict accordance
with said terms. The subsequent acceptance of rent hereunder by Lessor shall not
be deemed to be a waiver of any preceding breach by Lessee of any term, covenant
or condition of this Lease, other than the failure of Lessee to pay the
particular rent so accepted, regardless of Lessor's knowledge of such preceding
breach at the time of acceptance of such rent.

29. Identification of Lessee.

If more than one person executes this Lease as Lessee, (i) each of them is
jointly and severally liable for the keeping, observing and performing of all of
the terms, covenants, conditions, provisions and agreements of this Lease to be
kept, observed and performed by Lessee, and (ii) the term "Lessee" as used in
this Lease shall mean and include each of them jointly and severally. The act of
or notice from, or notice or refund to, or the signature of any one or more of
them, with respect to the tenancy of this lease, including, but not limited to
any renewal, extension, expiration, termination or modification of this Lease,
shall be binding upon each and all of the persons executing this Lease as Lessee
with the same force and effect as if each and all of them had so acted or so
given or received such notice or refund or so signed.

30. Terms and Headings.

The words "Lessor" and "Lessee" as used herein shall include the plural as
well as the singular. Words used in any gender include other genders. The
paragraph headings of this Lease are not a part of this Lease and shall have no
effect upon the construction or interpretation of any part hereof.

31. Examination of Lease.

Submission of this instrument for examination or signature by Lessee does
not constitute a reservation of or option for lease, and it is not effective as
a lease or other binding instrument until execution by and delivery to both
Lessor and Lessee.

32. Time.

Time is of the essence with respect to the performance of every provision
of this Lease.

-26-
<PAGE> 32
33. Prior Agreement; Amendments.

This Lease contains all of the agreements of the parties hereto with
respect to any matter covered or mentioned in this Lease, and no prior agreement
or understanding pertaining to any such matter shall be effective for any
purpose. No provisions of this Lease may be amended or added to except by an
agreement in writing signed by the parties hereto or their respective successors
in interest.

34. Separability.

Any provision of this Lease which shall prove to be invalid, void or
illegal in no way affects, impairs or invalidates any other provision hereof,
and such other provisions shall remain in full force and effect.

35. Recording.

Neither Lessor nor Lessee shall record this Lease. Both parties, upon the
request of either, shall execute and acknowledge a short form memorandum of this
Lease which memorandum shall be recorded by the party requesting execution of
the same.

36. Authority.

Each person executing this Lease on behalf of a party hereto hereby
represents and warrants that he has been thereunto duly authorized by
appropriate action of such party. Lessee agrees to provide to Lessor such
information or documents as Lessor may reasonably request in connection with the
foregoing.

37. Limitation on Liability.

37.1 Limitation as to Lessor. In consideration of the benefits accruing
hereunder, Lessee and all successors and assigns covenant and agree that, in the
event of any actual or alleged failure, breach or default hereunder by Lessor:

(a) The sole and exclusive remedy shall be against the Lessor's
interest in the Premises and the parcel on which they are located and the
then-Lessor's interest (if any) in the Project of which they are a part;

(b) No partner of Lessor shall be sued or named as a party in any
suit or action (except as may be necessary to secure jurisdiction of the
partnership);

(c) No service of process shall be made against any partner of
Lessor (except as may be necessary to secure jurisdiction of the partnership);

-27-
<PAGE> 33
(d) No partner of Lessor shall be required to answer or otherwise
plead to any service of process;

(e) No judgment will be taken against any partner of the Lessor;

(f) Any judgment taken against any partner of Lessor may be vacated
and set aside at any time, with the same effect as though such judgment had not
been made;

(g) No writ of execution will ever be levied against the assets of
any partner of Lessor;

(h) These covenants and agreements are enforceable by Lessor and any
partner of Lessor.

37.2 Limitation as to Lessee. In the event of actual or alleged failure,
breach or default hereunder by Lessee, Lessor shall have the right as against
Lessee to seek all remedies available to Lessor as are provided under the laws
of the State of California. Lessor shall have no rights as against the officers
or directors of Lessee other than as provided under the laws of the State of
California.

38. Lessor's Access.

38.1 Right of Entry. Lessor and Lessor's agents shall have the right to
enter the Premises at reasonable times for the purpose of inspecting the same,
showing the same to prospective purchasers, lenders, or (during only the last
one hundred eighty [180] days of the Term) lessees, and making such alterations,
repairs, improvements or additions to the Premises as are consistent with
Lessor's rights or obligations under this Lease. Notwithstanding the above
provisions, except in the case of an emergency, Lessor shall: (i) give Lessee at
least forty-eight (48) hours notice prior to entering the Premises; (ii) be
accompanied by an employee of Lessee at all times while in the Premises; (iii)
comply with Lessee's reasonable security procedures; and (iv) not unreasonably
interfere with Lessee's use of the Premises.

38.2 Signs. Lessor may at any time during the last one hundred eighty
(180) days of the term hereof reasonably place on or about the Premises any
ordinary "For Lease" or "For Sale" signs, all without rebate of rent or
liability to Lessee.

39. Auctions.

Lessee shall not conduct, nor permit to be conducted, either voluntarily
or involuntarily, any auction upon the Premises without first having obtained
Lessor's prior written consent. Notwithstanding anything to the contrary in this
Lease, Lessor

-28-
<PAGE> 34
shall not be obligated to exercise any standard of reasonableness in determining
whether to grant such consent.

40. Signs.

Lessee shall have the right to install at Lessee's expense a sign to be
located on the exterior of the Premises, subject to the reasonable approval of
Lessor and the issuance of required permits by the City of San Diego. Items to
be considered by Lessor in granting sign approval shall include (i) review of a
comprehensive sign plan to be prepared by Lessee depicting size, color,
materials, script, location and power source, (ii) compatibility of design and
materials with building architecture, and (iii) designation of a sign company of
good reputation, as determined in Lessor's reasonable judgement. Lessee shall
not place any signs or other display materials in or about the Premises or
proximate to any exterior window if such sign is visible from the exterior of
the Premises, without Lessor's prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed. Any signs or display materials
violating this provision which are not removed by Lessee within two (2) business
days after written notice by Lessor may be destroyed by Lessor without
compensation to Lessee. Additionally, Lessee shall place no window covering
(e.g., shades, blinds, curtains, drapes, screens, or tinting material),
stickers, signs, lettering, banners or advertising or display material on or
near exterior windows or doors if such materials are visible from the exterior
of the Premises, without Lessor's prior written consent, which consent shall not
be unreasonably withheld, conditioned or delayed. Similarly, Lessee may not
install any alarm boxes, foil protection tape or other security equipment of the
Premises without Lessor's prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed. It is further understood and
agreed that any permitted subtenant or assignee of Lessee shall have the right
to install, at the expense of such subtenant or assignee, its own sign on the
exterior of the Premises, subject to the reasonable approval of Lessor, any
approval required under the CC&R's, and the issuance of required permits by the
City of San Diego as aforesaid.

41. [Deleted].

42. Subordination and Attornment.

42.1 Subordination of Lease. This Lease, at Lessor's option, shall be
subordinate to any ground lease, mortgage, deed of trust, or any other
hypothecation or security (collectively, "mortgage") now or hereafter placed
upon the real property of which the Premises are a part and to any and all
advances made on the security thereof and to all renewals, modifications,
consolidations, replacements and extensions thereof. Notwithstanding such
subordination, Lessee's right to quiet

-29-
<PAGE> 35
possession of the Premises shall not be disturbed if Lessee is not in default
(beyond the expiration of all applicable notice and cure periods), unless this
Lease is otherwise terminated pursuant to its terms. In the event of any sale or
assignment of Lessor's interest in the Premises or if any proceedings are
brought for foreclosure, or in the event of the exercise of any power of sale
under any mortgage or deed of trust affecting the Premises, Lessee shall attorn
to the purchaser and recognize such purchaser as Lessor hereunder. No such
purchaser shall be liable for any breach or default by the Lessor occurring
before such purchaser acquired title, unless Lessor and the mortgagee(s) were
previously notified in writing of such breach or default, and such breach or
default was continuing at the time of commencement of a foreclosure proceeding
or commencement of other enforcement actions under the mortgage, or such breach
or default was continuing at the time of the sale or assignment of Lessor's
interest or the time the mortgagee or any purchaser at a foreclosure sale become
the owner of the Premises, or for the payment of any monies owing by or on
deposit with Lessor, or any prior lessor, to the credit of Lessee unless such
monies were delivered to the mortgagee(s) or purchaser. If any mortgagee,
trustee or ground lessor shall elect to have this Lease prior to the lien of its
mortgage, deed of trust or ground lease, and shall give written notice thereof
to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust, or
ground lease, whether this Lease is dated prior or subsequent to the date of
said mortgage, deed of trust or ground lease or the date of recording thereof.
Notwithstanding the foregoing provisions, Lessee's leasehold interest shall not
be subordinate to any mortgage, deed of trust, or other instrument of security,
nor shall Lessee be required to execute any documents subordinating the Lease,
unless the lender agrees to enter into a non-disturbance agreement which (i)
provides that the Lease will not be terminated following a foreclosure if Lessee
is not in default (beyond the expiration of all applicable notice and cure
periods), and (ii) recognizes all of Lessee's rights under the Lease.

42.2 Lessee's Execution of Written Subordination. Lessee agrees to execute
any documents required by Lessor's lender to effectuate an attornment, a
subordination or to make this Lease prior to the lien of any mortgage, deed of
trust or ground lease, as the case may be, provided such subordination
recognizes Lessee's non-disturbance rights as provided herein. Lessee's failure
to execute such documents within ten (10) days after written demand shall
constitute a material default by Lessee hereunder.

42.3 Non-Disturbance Agreement for Existing Mortgage or Deed of Trust.
Lessor shall use diligent efforts to obtain and deliver to Lessee within sixty
(60) days after execution of this Lease a non-disturbance agreement with respect
to the deed of trust which encumbers the Premises as of the execution date of
this Lease in the form attached hereto as Exhibit G.

-30-
<PAGE> 36
43. Riders.

Clauses, plats and riders, if any, signed by Lessor and Lessee and affixed
to this Lease are a part hereof.

44. [Deleted].

45. Easements.

Lessor reserves to itself the right from time to time, to grant such
easements, rights and dedications that Lessor deems necessary or desirable, and
to cause the recordation of parcel maps and restrictions, so long as such
easements, rights, dedications, maps and restrictions do not unreasonably
interfere with the use of the Premises by Lessee, or materially adversely affect
any of Lessee's rights hereunder or materially increase any of Lessee's
obligations hereunder. Lessee shall sign any of the aforementioned documents
upon request of Lessor. Lessee understands and agrees that Lessor may sell the
parcel on which the Premises are located and assign this Lease to the purchaser
thereof. In order to accommodate such a sale, Lessee agrees to relinquish its
leasehold rights to the Common Areas provided that Lessee shall concurrently
receive rights to use, and be subject to duties with respect to, the Common
Areas under a reciprocal easement agreement and/or common area maintenance
agreement which are substantially the same as those to which Lessee is entitled
under this Lease, the owner(s) and tenant(s) of other parcels within the Project
shall have the right to use (and duties with respect to) the Common Areas
substantially the same as contemplated herein, and that Lessee's share of
expenses under said agreements shall not be greater than Lessee's Pro Rata Share
of Common Area Expenses and Common Area Taxes and Assessments under this Lease.
Lessee agrees to execute, acknowledge and deliver such documents as are
necessary to evidence and effectuate the foregoing.

46. Performance Under Protest.

If at any time a dispute shall arise as to any amount or sum of money to
be paid by one party to the other under the provisions hereof, the party against
whom the obligation to pay the money is asserted shall have the right to make
payment "under protest" and such payment shall not be regarded as a voluntary
payment, and there shall survive the right on the part of said party to
institute suit for recovery of such sum. If it shall be adjudged that there was
no legal obligation on the part of said party to pay such sum or any part
thereof, said party shall be entitled to recover such sum or so much thereof as
it was not legally required to pay under the provisions of this Lease.

-31-
<PAGE> 37
47. Assignment and Subletting.

47.1 Lessor's Consent. Lessee shall not either voluntarily or by operation
of law, assign, sell, encumber, pledge or otherwise transfer all or any part of
Lessee's leasehold estate hereunder, or permit the Premises to be occupied by
anyone other than Lessee or Lessee's employees, or sublet the Premises or any
portion thereof, without Lessor's prior written consent in each instance, which
consent may not be unreasonably withheld, conditioned, or delayed by Lessor.
Consent by Lessor to one or more assignments of this Lease or to one or more
sublettings of the Premises shall not operate to exhaust Lessor's rights under
this Section. Notwithstanding anything herein to the contrary, Lessee may assign
this Lease without Lessor's consent (a) to a corporate parent, subsidiary or
affiliate, (b) to a corporation which acquires Lessee's interest in this Lease
by a merger, consolidation or combination thereof or (c) to an entity which
purchases substantially all of the assets of Lessee; provided, and on condition,
that (i) Lessee shall remain primarily liable hereunder and, with respect to an
entity which purchases substantially all of Lessee's assets, shall give at least
thirty (30) days' prior notice to Lessor, accompanied by an audited financial
statement of the transferee showing that the transferee has a net worth
(excluding goodwill and similar intangible assets) reasonably acceptable to
Lessor, and (ii) the transferee shall unconditionally assume all of Lessee's
obligations under this Lease in writing.

47.2 Written Notice to Lessor. If Lessee desires at any time to assign
this Lease or to sublet the Premises or any portion thereof, it shall first
notify Lessor of its desire to do so and shall submit in writing to Lessor (i)
the name of the proposed subtenant or assignee; (ii) the nature of the proposed
subtenant's or assignee's business to be carried on in the Premises; (iii) the
terms and provisions of the proposed sublease or assignment; (iv) such
reasonable financial information as Lessor may request concerning the proposed
subtenant or assignee.

47.3 Right of Recapture. If Lessee seeks to sublet all or any portion of
the Premises, a copy of the proposed sublease agreement and all agreements
collateral thereto, shall be sent to Lessor at least thirty (30) days prior to
the commencement of the sublease (the "Proposed Effective Date"). If such
sublease, together with any extensions or renewals thereof, is for a term or
potential term in excess of (i) twenty-four (24) months, or (ii) the remaining
term of this Lease, whichever is less, then Lessor shall have the right, to be
exercised by giving written notice to Lessee, to recapture the space described
in the sublease. If such recapture notice is given, it shall serve to cancel and
terminate this Lease with respect to the proposed sublease space, or, if the
proposed sublease space covers all the Premises, it shall serve to cancel and
terminate the entire term of this Lease, in either case

-32-
<PAGE> 38
as of the Proposed Effective Date and as fully and completely as if that date
had been definitely fixed for the expiration of the term of the Lease. However,
no termination of this Lease with respect to part or all of the Premises shall
become effective without the prior written consent, where necessary, of the
holder of each mortgage or deed of trust to which this Lease is then subject. If
this Lease be cancelled pursuant to the foregoing with respect to less than the
entire Premises, the rent and the additional rent shall be adjusted on the basis
of the proportion of rentable square feet retained by Lessee to the rentable
square feet originally demised and this Lease as so amended shall continue
thereafter in full force and effect. This Section 47.3 shall not apply to space
which is subleased to Affiliates of Lessee or to the sublease of up to and
including thirty percent (30%) of the total square footage of the Building to
non-Affiliates. For the purposes of this Section 47.3 and Section 47.4, an
"Affiliate" is any corporation with respect to which Thermo Electron Corporation
(or any Affiliate thereof) owns a majority of the common stock or has the power
to vote or direct the voting of sufficient securities to elect a majority of the
directors.

47.4 Division of Profits. As a condition for granting its consent to any
assignment, encumbrance or sublease, Lessor may require that the sublessee or
assignee remit directly to Lessor, on a monthly basis, all monies due to Lessee
by said assignee or sublessee. If said monies are greater than the rent required
under this Lease, Lessor shall retain fifty percent (50%) of the excess, after
deduction of normal and customary expenses incurred by Lessee in such
assignment, encumbrance or sublease, including without limitation costs of
altering the Premises, brokerage commissions and advertising costs, and Lessee
shall have no interest therein. If said monies are less than the rent required
under this Lease, Lessee shall pay the difference to Lessor. The preceding three
(3) sentences shall not apply to an assignment or sublease(s) to an Affiliate
(as defined in Section 47.3) of Lessee. Lessor's waiver or consent to any
assignment or subletting shall not relieve Lessee from any obligation under this
Lease. Neither an assignment by merger, consolidation, non-bankruptcy
reorganization or the sale of all or substantially all of the assets of Lessee,
nor the occupancy of all or part of the Premises by a parent, wholly-owned
subsidiary or wholly-owned affiliated company of Lessee shall be deemed an
assignment or subletting for purposes of this Section.

47.5 Continuing Liability of Lessee. No subletting or assignment, even
with the consent of Lessor, shall relieve Lessee of its obligation to pay the
rent and perform all the other obligations to be performed by Lessee hereunder.
The acceptance of rent by Lessor from any other person shall not be deemed to be
a waiver by Lessor of any provision of this Lease or to be a consent to any
assignment or subletting.

-33-
<PAGE> 39
48. Surrender Not Merger.

The voluntary or other surrender of this Lease by Lessee, or a mutual
cancellation thereof, shall not work a merger, and shall, at the option of
Lessor, terminate all or any existing subleases and/or subtenancies, or may, at
the option of Lessor, operate as an assignment to it of any or all of such
subleases or subtenancies.

49. Common Areas.

49.1 Availability of Common Areas. Areas within the outer property lines
of the project in which the Premises are located, as delineated on the plat
attached hereto marked Exhibit "D" (the "Project"), exclusive of areas therein
specified for leasing to tenants, shall be known as "Common Areas." Such areas
and any other areas from time to time designated by Lessor for use as part of
the Project shall be available for the non-exclusive use of Lessee during the
term of this Lease or any extension thereof for use by itself, its employees,
agents, customers, invitees and licensees. Condemnation or other taking by
public authority sale in lieu of condemnation of any or all of such Common Areas
shall not constitute a violation of this covenant.

49.2 Parking. Lessor hereby grants to Lessee and Lessee's customers,
suppliers, employees and invitees a non-exclusive license to use parking areas
in the Common Areas for the use of motor vehicles during the term of this Lease,
without charge, subject to rights reserved to Lessor as hereinafter specified.
Lessor reserves the right at any time and from time to time to grant similar
non-exclusive use to other tenants; to promulgate reasonable and
non-discriminatory rules and regulations relating to the use of the Common Areas
including parking areas (including reasonable restrictions of parking by tenants
and employees of tenants to park outside the Project); to designate specific
spaces for the use of any tenant; to make changes in the parking layout from
time to time; to establish reasonable time limits (greater than 72 hours) upon
customer parking, and to do and perform any other acts in and to said areas and
improvements as Lessor determines to be advisable. Lessee agrees to abide by and
conform with such reasonable and non-discriminatory rules and regulations of
which Lessee has received written notice. Lessee is hereby granted the
non-exclusive use of 169 parking spaces, together with 10 exclusive parking
spaces as depicted on Exhibit "A", for a total parking space allocation of 179
spaces (as determined by the ratio of four spaces per 1,000 square feet of
usable area in the Premises). Exclusive parking spaces shall be identified in a
manner to be reasonably approved by Lessor, at the expense of Lessee. Lessor
assumes no responsibility for the use of exclusive parking areas by vehicles not
authorized to park in such spaces.

-34-
<PAGE> 40
49.3 Common Area Expenses. As used herein, the term "Common Area Expenses"
shall be construed to include, without limitation, all sums expended in
connection with the Common Areas for all general maintenance, repair,
resurfacing or painting, restriping, cleaning, sweeping and janitorial services;
purchase, replacement and maintenance of trash receptacles located within the
Common Areas; maintenance and repair of sidewalks, lavatories, washrooms, first
aid stations, fountains, curbs and signs, landscape sprinkler systems, planting
and landscaping; lighting and other utilities; directional signs and other
markers and bumpers; maintenance and repair of any fire protection systems;
lighting systems, storm drainage systems, and any other utility system; property
management (for which Lessor shall obtain a minimum of three (3) proposals from
qualified property management firms such as Coldwell Banker, John Burnham and
Company, and the Hannah-Gillard Company, at a frequency of not less than every
two (2) years, and shall select therefrom the proposal having the lowest cost);
personnel to implement such services, including, if Lessor reasonably deems
necessary, the cost of security guards; garbage, trash, rubbish and waste
removal; all costs with respect to repairs and maintenance of utility facilities
(including pipes and conduits) serving more than one tenant, except for repairs
caused by the intentional act of Lessor or the tenant within the premises
wherein such repairs are required; reasonable straight-line depreciation on
maintenance and operating machinery and equipment (if owned) and rental paid for
such machinery and equipment (if rented); public liability and property damage
insurance and fire and extended coverage insurance (including flood and
earthquake insurance), except, however, the cost to the Lessee for flood and
earthquake insurance shall not, in any event, exceed the cost of the property
insurance policy by more than twenty percent (20%), and, if the cost of such
insurance does exceed the above amount, Lessor, at Lessor's sole discretion,
shall either pay the excess amount or decide that such insurance is not
required; rubbish removal; and capital improvements made to the Common Areas
(subject to Section 49.9). Subject to the provisions of Section 49.8 below,
Lessor may cause any or all of said services to be provided by an independent
contractor. Notwithstanding the foregoing provisions, in no event shall Common
Area Expenses include ground lease payments or mortgage payments.

49.4 Common Areas Taxes and Assessments. In addition to Common Area
Expenses described above and in addition to payment of the taxes and assessments
as set forth in this Lease, Lessee shall be obligated to pay its Pro Rata Share
of taxes, assessments, charges and impositions on the Common Areas (hereinafter
referred to as "Common Area Assessments"), including all parking spaces.
Lessee's share of such Common Area Assessments shall be computed in the same
manner as Lessee's share of Common Area Expenses, as set forth hereafter. Common
Area taxes, assessments and other charges shall be reasonably apportioned by
Lessor by reference to Lessee's Pro Rata Share. Lessee shall not be required or
obligated to pay

-35-
<PAGE> 41
any State or Federal income or franchise tax, or any State or Federal estate,
inheritance, succession, gift, excess profits, excise, mortgage lien,
documentary stamp tax levied against Lessor. Notwithstanding the foregoing
provisions of this Section 49.4, so long as Lessee is paying taxes and
assessments levied on the Premises (i.e., the Building) and the parcel on which
the Premises are located in accordance with the provisions of Section 17.1
above, Lessee shall not be required to pay taxes or assessments attributable to
the other parcels within the Project or the buildings and improvements located
on such other parcels, but Lessee shall pay its Pro Rata Share of taxes and
assessments collected by the Pacific Corporate Center Owners' Association.
Lessee shall not be required to pay any increase in real property taxes to the
extent resulting from the first "change in ownership" of each respective parcel
in the Project during the Term. The preceding sentence shall have no further
force or effect from and after the second "change" in ownership" of each
respective parcel and shall not apply to the normal two percent (2%) annual
increase. Notwithstanding anything herein to the contrary, to the extent that
any special or betterment assessment is included in any "real property tax,,,
and such assessment is payable in installments, Lessee shall only be obligated
to pay its Pro Rata Share of those installments which become due during the term
of this Lease, and Lessee's liability for any installment which covers a period
before or after the Term shall be equitably prorated. If any such assessment is
not payable in installments, the assessment shall be amortized on a
straight-line basis over the useful life (lives) of the improvement(s) to which
it pertains, and the annual amortization shall be included in each year's Common
Area Assessments.

49.5 Lessee's Pro Rata Share. Lessee's Pro Rata Share of the Common Area
Assessments and Common Area Expenses shall be determined by dividing (a) the
total number of square feet of floor area contained in the Premises (as set
forth in Exhibit "A"), by (b) the total number of square feet contained in the
building areas shown on Exhibit "D". Lessor and Lessee hereby acknowledge and
agree that Lessee's initial Pro Rata Share is 31.8163%.

(a) From and after the Commencement Date, but subject to annual
adjustments hereinafter provided, Lessee shall pay Lessor on the first day of
each calendar month during every calendar year of the term of this Lease, an
amount estimated by Lessor to be one-twelfth (1/12th) of Lessee's Pro Rata Share
of the annual Common Area Expenses and Common Area Assessments for such calendar
year, to be remitted monthly without further billing. Lessor shall provide to
Lessee prior to the Commencement Date a detailed statement of estimated expenses
and Lessee's Prorata Share thereof.

(b) Within ninety (90) days after the end of each calendar year,
Lessor shall furnish Lessee a statement covering the

-36-
<PAGE> 42
calendar year just expired, showing a reasonably detailed itemized breakdown of
the total operating costs, the amount of Lessee's percentage of such Common Area
Expenses for such calendar year and the payments made by Lessee with respect to
such period. In addition, said statement shall set forth the amount of Common
Area Assessments and the amount of Lessee's Pro Rata Share thereof. If Lessee's
actual Pro Rata Share of such Common Area Expenses or Common Area Assessments
exceeds Lessee's payments so made, Lessee shall pay Lessor the deficiency within
ten (10) business days after receipt of such statement. If said payments exceed
Lessee's share of said amounts, Lessee shall be entitled to offset any excess
against payments next thereafter to become due; with any balance remaining at
the expiration or earlier termination of this Lease to be refunded to Lessee by
Lessor upon demand.

49.6 Audit Rights. Lessor shall maintain full, accurate and separate books
of account for all operating expenses for the Project, and shall retain such
books of account for a period of not less than two (2) years following the
calendar year for which such books of account were prepared. Lessee, at its sole
cost and expense, shall have the right upon advance written notice to Lessor
made not less than five (5) business days prior to the time requested to inspect
and audit the books of account during normal business hours of Lessor. Lessee's
rights hereunder shall continue throughout the Term, and one (1) year following
the Termination Date, provided that Lessee shall not exercise such audit rights
more frequently than twice per calendar year. In the event that any audit so
conducted by Lessee discloses that actual operating expenses were overreported
or underreported, Lessor or Lessee, as the case may be, shall promptly adjust
accounts to reflect actual operating conditions, all as determined by Lessee's
audit and substantiated by Lessor's right to independently verify the accuracy
of Lessee's audit. If such audit discloses that actual operating expenses were
overreported by more than five percent (5%), Lessor shall refund to Lessee the
reasonable cost of such audit upon demand. Lessor shall maintain the books of
account according to generally accepted accounting principles, and shall certify
the accuracy thereof, to the best of Lessor's knowledge and belief, upon
submittal of Lessor's annual report to Lessee as provided in Section 49.5 (b),
above.

49.7 Tax Contest. In the event that Lessee together with other lessees in
the Project occupying at least fifty percent (50%) of the Project shall petition
Lessor seeking a reduction in the assessed tax valuation of the Project (as
determined and assessed by the Assessor of the County of San Diego), and shall
produce for Lessor's review information reasonably supporting such petition,
Lessor shall seek appropriate relief (or at Lessor's option allow Lessee to seek
such relief on Lessor's behalf) to such valuation

-37-
<PAGE> 43
through all reasonable administrative or legal means, the cost of which shall be
borne by those lessees of the Project seeking such relief.

49.8 Exclusions to Common Area Expenses. Common Area Expenses shall
exclude the following expenses and costs:

1. The cost of repairs or other work occasioned by fire, or other
insured casualty or by the exercise of eminent domain, or by the acts of any
Lessee or user of the Building or Project to the extent Lessor is reimbursed by
insurance or by the condemning authority or by such Lessee or user.

2. Leasing commissions, attorneys' fees, costs, disbursements, and
other expenses incurred in connection with the leasing of the Building or the
Project.

3. Costs incurred in improving, constructing, renovating,
decorating, or painting any rentable area in the Building or Project leased to
Lessee or other Lessees.

4. Lessor's cost of electricity, HVAC, and other utilities, services
and benefits, if any, that are provided to other tenants and for which Lessor is
entitled to reimbursement directly from such tenants.

5. Expenses in connection with services, utilities, goods,
materials, or other benefits of a kind that are provided to other tenants of the
Building or Project but not to Lessee, or, if provided to Lessee, for which
Lessee directly reimburses Lessor.

6. Any legal costs, fines or penalties incurred due to a violation
by Lessor or any other tenant of the terms and conditions of any lease of space
in the Building or Project or any governmental law or regulation.

7. Fees paid to subsidiaries or affiliates of Lessor for services in
the Building to the extent the same exceed the competitive costs of such
services if they were provided by third parties.

8. Interest on debt or amortization payments on any mortgage or
mortgages and rental under any ground or underlying lease or leases.

9. Lessor's general overhead.

10. Advertising and promotional expenditures.

11. The initial construction cost of the Building or Project and
depreciation thereon.

-38-
<PAGE> 44
12. Wages, salaries, or other compensation paid to any executive
employees of Lessor above the grade of Building Manager.

13. Administrative costs and management fees (other than those
expressly permitted in this Article 49).

49.9 Capital Improvements. With respect to any improvement to or
replacement on the Common Areas the cost of which is properly deemed a capital
expenditure under generally accepted accounting principles, Lessor agrees as
follows: (a) Lessor will not make a capital expenditure if it is feasible and
cost-effective to make a sound and functional repair consistent with good
property management practices applicable to similar first-class projects in the
San Diego area and (b) if any capital expenditure is made for
improvements/replacements, the cost thereof shall be amortized on a
straight-line basis over the useful life (lives) of the
improvements/replacements and the annual amortization shall be included in each
year's Common Area Expenses. If Lessor makes a capital expenditure in violation
of this Section, the cost thereof (in excess of the reasonable repair cost which
could have been included as a Common Area Expense) shall not be included as a
Common Area Expense. Before making a capital expenditure, Lessor may notify
Lessee in writing, describing the expenditure, the reason(s) therefor, and the
estimated cost thereof, and Lessee shall, if requested by Lessor, notify Lessor
within twenty (20) days after receipt of such notice from Lessor whether Lessee
contends that a repair should be made rather than a capital expenditure, and
giving Lessee's reasons therefor, together with estimated repair costs and
methods. Any dispute under this Section as to whether a repair versus a capital
improvement/replacement should be made shall be resolved by binding arbitration
as provided in Section 11.3(b).

50. Additional Provisions.

50.1 Tenant Improvements.

(a) Lessee may, through a designated and qualified architect or
engineer reasonably acceptable to Lessor (the "Space Planner") prepare all space
plans (including architectural, mechanical, electrical and plumbing drawings)
required for the construction of Lessee's improvements, including any partition
location, reflected ceiling, heating and air conditioning, electrical and
telephone outlets, switching, compressed air, work station layout, storage, and
other improvement details reasonably necessary for the construction of Lessee's
improvements (the "Space Plan"). Lessee shall, upon mutual approval of the Space
Plan by Lessor and Lessee, submit the Space Plan to the City of San Diego for
plan check, approval, and issuance of building permits. Lessor agrees that the
improvements may include an eight foot (8') high security fence at the back of
the Building (provided such fence

-39-
<PAGE> 45
does not impair traffic circulation or parking and the location is reasonably
acceptable to Lessor) and a metal pan roof over the temporary storage area.
Lessee shall obtain approval of all improvements which are subject to approval
pursuant to the CC&R's, and all improvements shall be subject to Lessor's design
approval, which approval shall not be unreasonably withheld, conditioned or
delayed. The improvements shall consist of fixtures which are a part of the
Premises and shall, at Lessor's option (provided notice is given to Lessee in
accordance with the provisions of Section 11.4 above with respect to such
option), be surrendered with the Premises on termination or expiration of this
Lease or be removed by Lessee pursuant to Section 11.4. The Allowance shall not
be used to purchase trade fixtures, equipment, furniture or other personal
property. Lessee shall cause the improvements to be constructed and installed by
a qualified experienced contractor consistent with the requirements of Exhibit
B.

(b) Lessor shall provide an allowance of One Hundred Seventy-Nine
Thousand Four Hundred Seventy-Six Dollars ($179,476) (the "Allowance"), to be
applied to (i) Space Planner fees, engineering fees and reimbursable expenses,
(ii) plan check, building permit, and any other fees imposed by the City of San
Diego incident to approval of the Space Plan and construction of Lessee's
improvements, (iii) the construction of Lessee's improvements, as depicted on
the Space Plan, or as may be approved by duly executed change order(s), and (iv)
a supervision fee to Lessor equal to three percent (3%) of the total cost of the
improvements. Lessor agrees that any unused portion of the Allowance shall upon
Lessee's request be credited toward the rent next due under this Lease.

50.2 Option to Renew.

(a) Lessor hereby grants to Lessee the Option to Renew the Lease for
two (2) additional terms of five (5) years each. Each such 5-year period is
herein called a "Renewal Term." The first Renewal Term shall commence on the
expiration of the initial Term and the second Renewal Term shall commence upon
expiration of the first Renewal Term. If Lessee does not timely and properly
exercise its option for the first Renewal Term, or if the first Renewal Term is
terminated for any reason before the expiration thereof, there shall be no
second Renewal Term.

(b) The lease of the Premises for each Renewal Term shall be on the
same terms and conditions as set forth in the Lease except the rental for the
Premises during each Renewal Term shall be as set forth in Subsection 50.2(d)
below.

-40-
<PAGE> 46
(c) Lessee may exercise its right to renew the Lease for each
Renewal Term only by giving to Lessor written notice of its election to renew on
or before one hundred eighty (180) days before the expiration date of the Term
then in effect. The second Renewal Option may not be exercised until after the
first Renewal Term has commenced. At Lessor's option, no exercise of a renewal
option shall be valid if Lessee is in material default under this Lease at the
time the notice is given.

(d) The initial Annual Base Rent for each renewal term shall be the
then prevailing market rental rate under recent leases for comparable space,
comparably improved, in comparable buildings in the surrounding market area. If
Lessor and Lessee cannot mutually agree on such rent at least one hundred twenty
(120) days before the end of the Term then in effect, then such rent shall be
determined as follows: Lessor shall petition the presiding judge of San Diego
Superior Court to appoint an independent M.A.I. appraiser familiar with local
market conditions. Lessor and Lessee shall then each independently submit to the
appraiser within ten (10) days after appointment of the appraiser a sealed
proposal which states their determination of the Annual Base Rent and any
supporting evidence they so desire. Lessor and Lessee shall each pay one-half
(1/2) of the fee required by the appraiser. The Annual Base Rent as determined
by the appraiser shall be binding for the Renewal Term and shall be subject to
annual adjustments as provided herein.

(e) Lessee shall have five (S) days after receipt of written notice
of the appraiser's determination of the Annual Base Rent to cancel its exercise
of the renewal option, in which case Lessee shall pay the entire appraisal fee
(notwithstanding anything in (d) above to the contrary) and this Lease shall
terminate upon the expiration of the Term then in effect. If Lessee fails to
give timely written notice of cancellation to Lessor as aforesaid, Lessee shall
have no right to cancel its exercise of the renewal option.

50.3 Approvals. Whenever the Lease requires the approval, consent or
determination of either Lessor or Lessee, such approval, consent or
determination shall not be unreasonably withheld or delayed.

50.4 Assignment of Warranties. Subject to the provisions of Section 11.1,
Lessor shall assign to Lessee any and all contractor or subcontractor warranties
provided to Lessor for the construction of tenant improvements pursuant to this
Lease, including any general contractor warranty.

-41-
<PAGE> 47
50.5 (Deleted].

50.6 (Deleted].

50.7 Pacific Corporate Center Owners' Association. In addition to the
terms and provisions contained herein, Lessor and Lessee shall be bound and
obligated to comply with such reasonable covenants, conditions and restrictions,
and to pay such reasonable assessments, as may be adopted from time to time by
the Pacific Corporate Center - North Owners' Association ("Association"). A
copy of the Articles of Incorporation and Bylaws (dated July 23, 1986) and
Declaration of Covenants, Conditions and Restrictions (dated September 24, 1986)
adopted by the Association are attached hereto and made a part hereof as Exhibit
"E" and Exhibit "F", respectively. The Project, of which the Premises are a
part, is located on Lot 19 (2.990 acres) and Lot 20 (5.326 acres) of Unit 6 of
the Pacific Corporate Center, as depicted on Exhibit "D". Any and all
assessments attributable to the Project as may be imposed by the Association
pursuant to the provisions of Exhibits "E" and "F" shall be deemed a Common Area
Charge, and paid by Lessor to the Association, subject to reimbursement by
Lessee to Lessor in accordance with the provisions of Sections 49.3 (Common Area
Maintenance Charges), 49.4 (Common Area Taxes and Assessments), and 49.5
(Lessee's Pro Rate Share) hereof.

50.8 Right To Terminate. Lessee shall have a one-time right to terminate
this Lease effective at the end of the ninety-sixth (96th) month of the initial
Term by giving written notice to Lessor at any time during the eighty-sixth
(86th) month through and including the ninetieth (90th) month and paying to
Lessor a termination fee, prior to the end of the 90th month, equal to (a) the
unamortized amount (calculated as of the effective date of such termination) of
the Allowance and the leasing commissions to Lessee's and Lessor's brokers paid
or payable by Lessor on account of this Lease, including interest on such
amounts at ten percent (10% per annum from the Commencement Date, plus (b) one
month's then-current Base Rent. Such option to terminate shall, at Lessor's
option, be null and void if Lessee is in material breach or default hereunder at
the time Lessee gives notice of termination or Lessee fails to timely pay the
full termination fee. For the purposes of this section, a portion of each
monthly payment of Base Rent made by Lessee shall be deemed to amortize the
Allowance and lease commissions, plus interest thereon as specified above, at a
constant rate such that the entire amount would be fully amortized at the end of
one hundred twenty (120) months. (By way of example only, if the total Allowance
and lease commissions were $380,000, $5021.74 of each monthly Base Rent payment
would be applied toward amortization and the unamortized amount would be the
termination fee.)

-42-
<PAGE> 48
50.9 Lessor's Default. If Lessor fails to perform any of its obligations
hereunder, Lessee may bring suit for the recovery of any damages suffered by
Lessee as a result thereof (subject to the provisions of Sections 26 and 37.1
above and after notice and expiration of the applicable cure period) without
terminating this Lease. If Lessor fails to perform any of its obligations
hereunder and fails to cure such default within thirty (30) days after written
notice from Lessee to Lessor and any mortgagee as provided in Section 26
specifying the nature of such default where such default could reasonably be
cured within said thirty (30) -day period, or fails to commence such cure within
said thirty (30) -day period and thereafter continuously with due diligence to
prosecute such cure to completion where such default cannot reasonably be cured
within said thirty (30) -day period, then Lessee shall have the right to take
any and all reasonable action to cure such default for the account of Lessor. If
Lessor fails to reimburse Lessee for all reasonable costs incurred by Lessee in
so curing Lessor's default within ten (10) days after receipt of an invoice
therefor, Lessee may offset such amounts against any rent and other charges
payable hereunder. Lessee's rights and remedies under this Section 50.9 are in
addition to, and not in lieu of, any rights or remedies available under any
other provision of this Lease.

50.10 Force Majeure. In any case where either party hereto is required to
do any act, delays caused by or resulting from acts of God, war, civil
commotion, fire, flood or other casualty, labor difficulties, shortages of
labor, materials or equipment, governmental regulations, unusually severe
weather, or other causes beyond such party's reasonable control, shall not be
counted in determining the time during which such act shall be completed,
whether such time be designated by a fixed date, a fixed time or a "reasonable
time," and such time shall be deemed to be extended by the period of such delay;
provided, however, that the foregoing shall not apply to Lessee's failure to pay
rent hereunder as and when due.

50.11 Quiet Enjoyment. Lessor agrees that provided Lessee is not in
default hereunder beyond the expiration of all applicable notice and cure
periods, Lessee may and shall peaceably and quietly have, hold and enjoy the
Premises during the Term, and any renewal thereof, without any manner of
disturbance, hindrance or molestation by anyone claiming by or through Lessor.

50.12 Lessee's Right To Contest. So long as Lessee shall be contesting,
reasonably and in good faith and by appropriate legal proceedings, the validity
of any law, ordinance, order, rule or regulation, compliance with which is the
responsibility of Lessee under this Lease, Lessee may defer compliance with the
same

-43-
<PAGE> 49
provided Lessee first gives Lessor assurance reasonably satisfactory to Lessor
(in the form of a bond or other security) against any loss, cost or expense on
account thereof.

IN WITNESS WHEREOF, the parties have executed this Lease as of the date
first above written.

LESSOR: LESSOR'S ADDRESS:

RADNOR/COLLINS/SORRENTO RADNOR/COLLINS/SORRENTO
PARTNERSHIP, PARTNERSHIP
a California general 5963 La Place Court, Suite 109
partnership Carlsbad, CA 92008

By: /s/ Roy B. Collins With copy to:
___________________________
Roy B. Collins
General Partner RADNOR PACIFIC CORPORATE
CENTER CORPORATION
By: RADNOR PACIFIC CORPORATE 9255 Towne Centre Drive
CENTER CORPORATION, Suite 100
a Delaware corporation, San Diego, CA 92121
General Partner

By: /s/ Paul Donndelinger
___________________________
Paul Donndelinger
Vice President

LESSEE: LESSEE'S ADDRESS:

GAMMA-METRICS, 5788 Pacific Center Boulevard
a California corporation San Diego, CA 92121

By:___________________________

Its: President
__________________________

By:___________________________

Its:__________________________

-44-
<PAGE> 50
EXHIBIT "A"

THE PREMISES

THAT BUILDING WHICH IS PART OF THE RADNOR/COLLINS/SORRENTO PARTNERSHIP
PACIFICPOINT BUSINESS PARK, LOCATED ON LOT 19 OF PACIFIC CORPORATE CENTER UNIT
NO. 6, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO MAP THEREOF NO. 11651, FILED IN THE OFFICE OF THE COUNTY RECORDER
OF SAN DIEGO COUNTY, NOVEMBER 7, 1986.

[THE PREMISES LOT MAP]

ADDRESS: 5788 PACIFIC CENTER BLVD.
SAN DIEGO, CA 92121

PREMISES: 44,869 SQUARE FEET
<PAGE> 51
EXHIBIT "B"

LESSEE REQUIREMENTS TO PERFORM ALTERATIONS

I. SUBMIT PLANS OF PROPOSED ALTERATION.

Submit complete working drawings, engineered mechanical and electrical
drawings and Title XXIV Energy calculations to Lessor for approval prior
to start of work. A separate drawing will be necessary for each trade
proposing structural, electrical, plumbing or mechanical modifications.

II. CONTRACTOR-INFORMATION.

If you are employing more than one trade upon a single job, you are
required by State Law to secure the services of a general contractor in
addition to specialty work being performed.

A. Each contractor used must be listed with their business address and
phone number and the contact person with whom your arrangements were
made.

B. Each contractor shall provide proof of their licensing as a general
or specialty contractor in accordance with State Law. Additionally,
each contractor shall furnish proof of their licensing in the city
or municipality wherein the construction related activity is to take
place.

C. Each contractor, or the Lessee, shall provide proof of compliance
with local building, mechanical and/or electrical codes by prompt
notification to Lessor at completion of project.

D. Each contractor employed at the project shall provide Lessor with a
current certificate of insurance in effect for that contractor for
the following coverages prior to starting work:

1) Lessee will obtain, prior to the commencement of the Work,
Fire and Extended Coverage Insurance, including "All Risk"
insurance for malicious mischief and vandalism upon the Work
and upon all materials intended to become a part of the Work,
whether on-site, temporarily stored elsewhere or in transit. A
certificate for the policy shall be submitted to Lessor.
Lessor shall be named as "Additional Insured" and the policy
shall include a Waiver of Subrogation and Permission to occupy
Endorsement, all to Lessor's reasonable satisfaction.
<PAGE> 52
EXHIBIT "B"
LESSEE REQUIREMENTS TO PERFORM ALTERATIONS - CONTINUED PG. 2

2) The Contractor and all Subcontractors shall provide evidence
of the following coverage:

a) WORKERS' COMPENSATION: As required by the laws of the
State of California.

b) GENERAL LIABILITY: Comprehensive General Liability,
including completed operations coverage, in the
following limits, or such higher limits as Contractor
may specify;

Bodily Injury $1,000,000 combined single
and limit each occurrence and
Property Damage aggregate

c) CONTRACTUALLY ASSUMED LIABILITY: Specifically covering
Contractor or Subcontractor for liability loss, cost and
damages, including reasonable attorneys' fees, assumed
by Contractor or Subcontractor under the provisions of
the Hold Harmless Agreement set forth below.

HOLD HARMLESS AGREEMENT: Contractor or Subcontractor shall
assume liability and indemnify Lessor from and against any
liability and all loss, costs, damages, expenses, and
reasonable attorneys' fees on account of claims for personal
injury, including death, sustained by any person or persons
including employees of Contractor or Subcontractor, and for
injury to or destruction of property of a person or
organization, including loss of use thereof, to the extent
arising out of the negligent or willful misconduct of
Contractor or Subcontractor in the performance of the Work.

3) The Contractor and all Subcontractors shall have their
respective insurance company name Lessor as additional insured
using I.S.O Bureau form #G116 with the following clause added:
"The insurance afforded to the Additional Insured is primary
insurance. If the Additional Insured has other insurance which
is applicable to the loss on an excess or contingent basis,
the amount of the company's liability under this policy shall
not be reduced by the existence of such other insurance."
<PAGE> 53
EXHIBIT "B"
LESSEE REQUIREMENTS TO PERFORM ALTERATIONS - CONTINUED PG. 3

4) Each of the above required Certificates shall provide that the
coverage therein afforded shall not be cancelled or reduced
except by written notice to Lessor given at least ten (10)
days prior to the effective date of such cancellation or
reduction. In the event the coverage evidenced by any such
Certificate is cancelled or reduced, Contractor or
Subcontractor shall procure and furnish to Lessor before the
effective date of such cancellation new Certificates
conforming to the above requirements.

E. A complete list of all subcontractors to be employed on the project
must be submitted prior to commencement of construction. This list
shall include valid state license numbers and appropriate license
classifications.

F. Lessee shall secure from each and every specialty contractor or
general contractor employed at the project a Mechanics Lien Waiver
in favor of Lessor.

G. Lessee shall be totally responsible for all costs and obligations of
this improvement as originally ordered or as subsequently required
to accomplish all of the criteria as stipulated herein. If required
by Section 11.4 of the Lease, Lessee shall obtain a lien and
completion bond acceptable to Lessor in an amount sufficient to
cover all work being performed. Lessor shall be provided a copy of
the prime contract for review and approval, which approval shall not
be unreasonably withheld.

III. MISCELLANEOUS REQUIREMENTS.

A. Work will only be approved within the confines of a given space.
Lessee shall not modify the building exterior or mechanical and
electrical service as provided to the building in common with other
tenants.

B. All electrical work shall be approved from within the Premises only.
Additional service requirements shall be secured only by direction
of Lessor.

C. Lessee will be required to guarantee all work completed for a period
of one year from acceptance from contractor.

D. Lessee will be responsible to repair, to the reasonable satisfaction
of Lessor, any damage to existing improvements created by its work
in the premises.
<PAGE> 54
EXHIBIT "B"
LESSEE REQUIREMENTS TO PERFORM ALTERATIONS - CONTINUED PG. 4

E. Lessee will be required to provide a schedule of all work to be
performed, subject to Lessor's reasonable approval. Any nature of
the job which may be objectionable to neighboring tenancies must be
performed after building hours. Additional costs, if any, incurred
by this requirement shall be borne by the Lessee. Contractor(s) must
coordinate building access, during and after normal business hours,
with Lessor.

F. Lessee shall be responsible for all clean up of space and
surrounding exterior areas if necessary. All such trash and
demolition materials shall be removed away from project and shall be
disposed of in an approved sanitation site. Building trash
containers are provided for office-generated trash only and are not
to be used for construction related activities. Unapproved usage
shall result in a penalty assessment to Lessee at the cost of an
extra pick-up service.

G. Lessor reserves the right of inspection prior to, during, and at the
completion of all construction and/or demolition projects.

Additionally, Lessor reserves the right to order a total cessation
of construction in the event of noncompliance with any of the above
criteria.

IV. SUMMARY.

A. When properly authorized, Lessee will receive written approval and
consent for alterations to the Premises as provided in Section 11.4
of the Lease.

B. Checklist of criteria for each contractor and subcontractor:

1) Plan of Alterations.

2) List of Contractor(s), Address, Telephone Number, Contact.

3) Copy of Contractor's State and City Business License.

4) Copy of Initial Building Permit.

5) Schedule of Work and all subsequent schedules as revised.
<PAGE> 55
EXHIBIT "B"
LESSEE REQUIREMENTS TO PERFORM ALTERATIONS - CONTINUED PG. 5

6) Copy of lien and completion bonds, if required.

C. Submit all information to:

RADNOR/COLLINS/SORRENTO PARTNERSHIP
S963 La Place Court, Suite 109
Carlsbad, CA 92008
<PAGE> 56
EXHIBIT "C"

USE RESTRICTIONS

1. EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE.

1.1 Emissions. Lessee shall not:

(a) Permit any vehicle on the Premises to emit exhaust which is in
violation of any governmental law, rule, regulation or requirement;

(b) Discharge, emit or permit to be discharged or emitted, any
liquid, solid or gaseous matter, or any combination thereof, into the
atmosphere, the ground or any body of water, which matter, as determined by any
governmental entity, does, or may, pollute or contaminate the same, or is, or
may become, radioactive or does, or may, adversely affect the (1) health or
safety of persons, wherever located, whether on the Premises or anywhere else,
(2) condition, use or enjoyment of the Premises or any other real or personal
property, whether on the Premises or anywhere else, or (3) Premises or any of
the improvements thereto or thereon including buildings, foundations, pipes,
utility lines, landscaping or parking areas;

(c) Produce, or permit to be produced, any intense glare, light or
heat except within an enclosed or screened area and then only in such manner
that the glare, light or heat shall not be discernible from outside the
Premises;

(d) Create, or permit to be created, any sound pressure level which
will interfere with the quiet enjoyment of any real property outside the
Premises, or which will create a nuisance or violate any governmental law, rule,
regulation or requirement;

(e) Create, or permit to be created, any ground vibration that is
discernible outside the Premises;

(f) Transmit, receive, or permit to be transmitted or received, any
electromagnetic, microwave or other radiation which is harmful or hazardous to
any person or property in, on or about the Premises, or anywhere else.

1.2 Storage Use.

(a) Storage. Subject to the uses permitted and prohibited to Lessee
under this lease, Lessee shall store in appropriate leak proof containers all
solid, liquid or gaseous matter, or any combination thereof, which matter, if
discharged or emitted into the atmosphere, the ground or any body of water, does
or may (1) pollute or contaminate the same, or (2) adversely affect the (i)
health or safety of persons, whether on the Premises or anywhere else, (ii)
condition, use or enjoyment of the Premises or
<PAGE> 57
EXHIBIT "C"
USE RESTRICTIONS - CONTINUED PG. 2

any other real or personal property, whether on the Premises or anywhere else,
or (iii) Premises or any of the improvements thereto or thereon.

(b) Use. Lessor understands that Lessee uses radioactive materials
in connection with the operation of its business, and Lessor consents to such
use subject to the terms of this Exhibit C. Lessee shall notify Lessor at least
sixty (60) days before the occurrence of a material increase in the long-term
storage of nuclear materials (including without limitation radioactive
materials) at the Premises which is in excess of the limits permitted under
Lessee's nuclear materials license (existing as of January 1, 1995) issued by
the State of California and provide Lessor with such information as is
reasonably necessary to determine whether or not additional protective storage
measures are necessary. For purposes of the immediately preceding sentence, (i)
a "material" increase shall be an increase in excess of fifty percent (50%)
above the highest aggregate quantity of nuclear materials (measured by weight or
by unit of radioactivity, as applicable) present at the Premises at any one time
during the term of the prior lease and (ii) "long-term storage" shall mean
presence at the Premises for a period in excess of thirty (30) days. Within
thirty (30) days after receipt of such notice, Lessor shall have the right to
request that Lessee undertake reasonable protective storage measures with
respect to the storage of such nuclear materials if Lessor determines, in the
exercise of its reasonable discretion, that such measures are necessary for
reasons of safety or to make the Premises and Project financeable or insurable
at commercially reasonable prices and on commercially reasonable terms. If
Lessee does not agree that any such determination by Lessor, or any such
proposed measures requested by Lessor, are reasonable, the dispute will be
settled by binding arbitration in accordance with the commercial rules of the
American Arbitration
<PAGE> 58
EXHIBIT "C"
USE RESTRICTIONS - CONTINUED PG. 3

Association. The arbitrator shall have the authority to determine what, if any,
additional protective storage measures shall be undertaken. The prevailing party
in such arbitration shall be entitled to recover its reasonable attorneys' and
experts' fees and costs. Lessee shall store all radioactive materials in such a
manner that no radioactivity will be detectable outside a designated storage
area and Lessee shall use the materials in such a manner that (1) no real or
personal property outside the designated storage area shall become contaminated
thereby and (2) there are and shall be no adverse effects on the (1) health or
safety of persons, whether on the Premises or anywhere else, (ii) condition, use
or enjoyment of the Premises or any other real or personal property thereon or
therein, or (iii) Premises, Project, or any of the improvements thereto or
thereon.

1.3 Disposal of Waste

(a) Refuse Disposal. Lessee shall not keep any trash, garbage, waste
or other refuse on the Premises except in sanitary containers and shall
regularly and frequently remove same from the Premises, Lessee shall keep all
incinerators, containers or other equipment used for the storage or disposal of
such materials in a clean and sanitary condition.

(b) Sewage Disposal. Lessee shall properly dispose of all sanitary
sewage and shall not use the sewage disposal system (1) for the disposal of
anything except sanitary sewage or (2) for any use in excess of those uses (a)
reasonably contemplated by the uses permitted under this Lease or (b) permitted
by any governmental entity, whichever is less. Lessee shall keep the sewage
disposal system free of all obstructions and in good operating condition.

(c) Disposal of Other Waste. Lessee shall properly dispose of all
other waste or other matter delivered to, stored upon, located upon or within,
used on, or removed from, the Premises in such a manner that it does not, and
will not, adversely affect the (1)health or safety of persons, wherever located,
whether on the Premises or elsewhere, (2) condition, use or enjoyment of the
Premises or any other real or personal property, wherever located, whether on
the Premises or anywhere else, or (3) Premises or any of the improvements
thereto or thereon including buildings, foundations, pipes, utility lines,
landscaping or parking areas;

1.4 Compliance with Law. Lessee shall comply with applicable provisions in
the Lease and all laws, statutes, ordinances, regulations, rules and other
governmental requirements relating to the storage, use and disposal of hazardous
or toxic
<PAGE> 59
EXHIBIT "C"
USE RESTRICTIONS - CONTINUED PG. 4

matter brought onto the Premises by Lessee, its agents, employees, contractors,
invitees or licensees.

1.5 Covenants, Conditions and Restrictions. Lessee shall comply with all
covenants, conditions and restrictions covering the Premises, if any.

1.6 Hazardous Waste.

(a) To the best of Lessor's knowledge, Lessor warrants that the
Premises are in compliance with all laws regulating the handling, use, storage,
and disposal of Hazardous Materials. The foregoing warranty does not apply to
any Hazardous Materials handled, disposed of, used or stored on the Premises or
Project by Lessee under this Lease or Lessee's prior lease. Lessor agrees to
indemnify, defend and hold harmless Lessee, its parent, subsidiaries and
affiliates, and their respective officers, directors, shareholders and
employees, from and against any and all liabilities, losses, damages, suits,
actions, causes of action, costs, expenses (including without limitation
reasonable attorneys' fees and disbursements and court costs), penalties, fines,
demands, judgments, claims or liens (including without limitation liens or
claims imposed under any so-called "Superfund" or other environmental
legislation) and removal and remediation costs, arising from or in connection
with the presence at the time of Lessee's taking possession of the Premises
under Lessee's prior lease of Hazardous Materials on or about the Premises.
Lessee shall indemnify, defend and hold harmless Lessor from any judgment,
damages, losses, claims, actions, reasonable attorneys' fees, consultants' fees,
storage or disposal of hazardous materials in or about the Premises in violation
of law. Lessee shall have no other liability to Lessor or any of its officers,
agents or partners as a consequence of the presence of hazardous materials in or
about the Premises, except as otherwise may be provided herein. Lessee shall
surrender the Premises to Lessor on the Termination Date or sooner termination
of the Lease free of all hazardous materials and toxic wastes, disposed of, used
or stored on or about the Premises by Lessee, its agents, employees or
contractors, in full compliance with all applicable municipal, state and federal
laws regulating the storage, handling and removal of such materials, and the
closure of facilities which store such materials. Lessee agrees to indemnify,
defend and hold harmless Lessor from and against any and all liabilities,
losses, damages, suits, actions, causes of action, costs, expenses (including
without limitation reasonable attorneys' fees and disbursements and court
costs), penalties, fines, demands, judgments, claims or liens (including without
limitation liens or claims imposed under any so-called "Superfund" or other
environmental legislation) and removal and remediation costs, arising from or in
connection with the use, storage, release or
<PAGE> 60
EXHIBIT "C"
USE RESTRICTIONS - CONTINUED PG. 5

discharge by Lessee, its employees, agents, contractors or representatives, of
Hazardous Materials on or about the Premises. The provisions of this Section 1.
6 (a) shall survive the expiration or earlier termination of the Lease.

(b) Lessee, at its sole cost, shall comply with all federal, state
and local laws, statutes, ordinances, codes, regulations and orders relating to
the receiving, handling, use, storage, accumulation, transportation, generation,
spillage, migration, discharge, release and disposal of Hazardous Material (as
hereinafter defined) by Lessee, its agents, employees or contractors, in or
about the Premises. Lessee shall not cause or permit any Hazardous Material to
be brought upon, kept or used in or about the Premises by Lessee, its agents,
employees, contractors, invitees or subtenants, in a manner or for a purpose
prohibited by any federal, state or local agency or authority.

(c) Lessee shall promptly notify Lessor of any and all spillage,
discharge, release and disposal of Hazardous Material onto or about the
Premises, including the soils and subsurface waters thereof, which by law must
be reported to any federal, state or local agency, and any injuries or damages
resulting directly or indirectly therefrom.

(d) [Deleted.]

(e) Lessor acknowledges that it is not the intent of this Lease to
prohibit Lessee from operating its business as permitted in this Lease or to
unreasonably interfere with the operation of Lessee's business. Lessee may
operate its business according to the custom of the industry so long as the use
or presence of Hazardous Material is strictly and properly monitored according
to all applicable governmental requirements and express terms of this Lease. As
a material inducement to Lessor to allow Lessee to use Hazardous Material in
connection with its business, Lessee agrees to deliver to Lessor prior to the
Commencement Date of the initial Term and each Renewal Term a list identifying
each type of Hazardous Material to be present in or upon the Premises and
setting forth any and all governmental approvals or permits required in
connection with the presence of Hazardous Material on the Premises ("Hazardous
Material Summary") and a copy of the Hazardous Material business plan prepared
pursuant to Health and Safety Code Section 25500 et seq. if Lessee is legally
required to prepare such a plan. At Lessor's request, and at reasonable times,
Lessee shall make available to Lessor true and correct copies of the following
documents (hereinafter referred to as the "Hazardous Material Documents")
relating to the handling, storage, disposal and emission of Hazardous Material:
permits; approvals; reports and correspondence with governmental entities and
agencies; storage and
<PAGE> 61
EXHIBIT "C"
USE RESTRICTIONS - CONTINUED PG. 6

management plans; notice of violations of any laws; plans relating to the
installation of any storage facilities to be installed in or under the Premises
(provided said installation of facilities shall be permitted only after Lessor
has given Lessee its written consent to do so, which consent may not be
unreasonably withheld); and all closure plans or any other documents required
by any and all federal, state and local governmental agencies and authorities
for any storage facilities installed in, on or about the Premises. Lessee shall
not be required, however, to provide Lessor with that portion of any document
which contains information of a proprietary nature and which, in and of itself,
does not contain a reference to any Hazardous Material which are not otherwise
identified to Lessor in such documentation, unless any such Hazardous Material
Document names Lessor as an "owner" or "operator" of the facility in which
Lessee is conducting its business. Lessor shall treat all information furnished
by Lessee to Lessor pursuant to this Section as confidential and shall not
disclose such information to any person or entity without Lessee's prior written
consent, which consent shall not be unreasonably withheld or delayed, except as
required by law.

(f) Notwithstanding the other provisions of this Lease, if (i) any
anticipated use of the Premises by a proposed assignee or subtenant involves the
generation or storage, use, treatment or disposal of Hazardous Material in a
manner, or for a purpose, prohibited by any applicable law, (ii) the proposed
assignee or sublessee has been required by any governmental authority to take
remedial action in connection with Hazardous Material contaminating a property
if the contamination resulted from such party's action or use of the property in
question and has failed to take such action, or (iii) the proposed assignee or
sublessee is subject to an enforcement order issued by any governmental
authority in connection with the use, disposal or storage of Hazardous Material
of a type such proposed assignee or sublessee intends to use in the Premises, it
shall not be unreasonable for Lessor to withhold its consent to an assignment or
subletting to such proposed assignee or sublessee.

(g) At any time prior to the expiration or earlier termination of
the term of the Lease, Lessor shall have the right to enter upon the Premises at
all reasonable times and at reasonable intervals upon not less than two (2)
business days, prior notice to Lessee (except in the case of an emergency) in
order to conduct appropriate tests regarding the presence, use and storage of
Hazardous Material, and to inspect Lessee's records with regard thereto. Lessee
agrees to reimburse Lessor for the actual cost of such tests and inspections, up
to a maximum of $1000 per
<PAGE> 62
EXHIBIT "C"
USE RESTRICTIONS - CONTINUED PG. 7

calendar year; provided, however that Lessee shall pay all reasonable costs of
any such test which demonstrates that contamination in excess of permissible
levels or violation of law has occurred and shall correct any deficiencies
identified in any such test.

(h) Lessee shall at its own expense cause an environmental site
assessment of the Premises to be conducted and a report thereof delivered to
Lessor upon the expiration or earlier termination of the Lease, such report to
be as complete and broad in scope as is necessary to identify any impact on the
Premises Lessee's operations under this Lease and the prior lease might have had
(hereinafter referred to as the "Exit Report"). Lessee shall pay the cost of
correcting any deficiencies identified in the Exit Report.

(i) Lessee's obligations under this section shall survive the
expiration or earlier termination of the Lease. Should Lessee employ any period
of time after the expiration or earlier termination of this Lease to complete
the removal from the Premises of any such Hazardous Material, Tenant shall be a
tenant at sufferance subject to the provisions hereof.

(j) As used herein, the term "Hazardous Material" means any
hazardous or toxic substance, material or waste which is or becomes regulated by
any local governmental authority, the State of California or the United States
Government. The term "Hazardous Material" includes, without limitation, any
material or substance which is (i) defined as a "hazardous waste," "extremely
hazardous waste" or "restricted hazardous waste" under Sections 25515, 25117 or
25122.7, or listed pursuant to Section 25140, of the California Health and
Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii)
defined as a "hazardous substance" under Section 25316 of the California Health
and Safety Code, Division 2, Chapter 6.8 (Carpenter-Presly-Tanner Hazardous
Substance Account Act), (iii) defined as a "hazardous material," hazardous
substance" or "hazardous waste" under Section 25501 of the California Health and
Safety Code, Division 20, Chapter 6. 95 (Hazardous Substances), (v) petroleum,
(vi) asbestos, (vii) listed under Article 9 and defined as hazardous or
extremely hazardous pursuant to Article 11 of Title 22 of the California
Administrative Code, Division 4, Chapter 20, (viii) designated as a "hazardous
substance" pursuant to Section 311 of the Federal Water Pollution Control Act
(33 U.S.C. Section 1317), (ix) defined as a "hazardous waste" pursuant to
Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C.
Section 6901, et. seq. (42 U.S.C. Section 6903), or (x) defined as a "hazardous
substance" pursuant to Section 101 of the Comprehensive Environmental Response
Compensation and Liability Act, 42 U.S.C. Section 9601 et. seq. (42 U.S.C.
Section 9601).
<PAGE> 63
EXHIBIT "D"

THE PROJECT

THE PROJECT CONSISTS OF THREE TWO-STORY BUILDINGS HAVING A TOTAL SIZE OF 141,023
SQUARE FEET, LOCATED ON LOTS 19 AND 20 OF PACIFIC CORPORATE CENTER UNIT NO. 6,
IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO
MAP THEREOF NO. 11651, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY, NOVEMBER 7, 1986, AS DEPICTED BELOW.

[THE PROJECT LOT MAP]
<PAGE> 64
EXHIBIT "E"

(Articles of Incorporation and Bylaws]

[Lessee acknowledges receipt of the
Articles of Incorporation and Bylaws
pursuant to the prior lease]
<PAGE> 65
EXHIBIT "F"

[CC&R's]

[Lessee acknowledges receipt of the
CC&R's pursuant to the prior lease]
<PAGE> 66
EXHIBIT "G"

SUBORDINATION, NONDISTURBANCE AND
RECOGNITION AGREEMENT

THIS AGREEMENT is dated as of January 1, 1995, by and between
RADNOR/CREDIT CORPORATION, a Delaware corporation, having an address c/o Radnor
Corporation, Tan Penn Center, 21st Floor, 1801 Market Street, Philadelphia,
Pennsylvania 19103 ("RCC"), BANKERS TRUST COMPANY, a New York banking
corporation, having an office at 280 Park Avenue, 23rd Floor West, New York, New
York 10017 ("BRC") (RCC and BRC sometimes being hereinafter collectively
referred to as the "Mortgagees"), and GAMMA-METRICS, a California corporation,
having an office at 5788 Pacific Corporate Center Boulevard, San Diego,
California 92121 ("Tenant").

W I T N E S S E T H:

WHEREAS, RADNOR/COLLINS/SORRENTO PARTNERSHIP, a California general
partnership (the "Landlord") is the landlord under a certain lease (the
"Lease"), dated as of January 1, 1995, with respect to certain land in the City
of San Diego, San Diego County, California, which is more particularly described
on Exhibit A attached hereto and made a part hereof, and the improvements now or
hereafter located thereon (such land and improvements, the "Premises"); and

WHEREAS, to secure an indebtedness justly payable to RCC, the Landlord has
executed and delivered to RCC a deed of trust on the interest and estate of
Landlord in and to the Premises (such deed of trust, and any increase,
supplement, renewal, modification, replacement, consolidation, substitution or
extension thereof being collectively called the "Mortgage"); and

WHEREAS, RCC has collaterally assigned all of its right, title and
interest in the Mortgage to BRC; and

WHEREAS, Tenant has requested that Mortgagees execute this Subordination,
Nondisturbance and Recognition Agreement to provide certain assurances to Tenant
with respect to the Mortgage, and to confirm their understanding with respect to
the Lease and the rights of Tenant thereunder.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the Mortgagees, the Landlord and the Tenant hereby
covenant and agree as follows:

1. The Lease, including any further amendments and all renewals and
extensions thereof, is and shall remain subject and subordinate in all respects
to the Mortgage.

2. Mortgagees agree that if Tenant complies with this Agreement, and the
Lease shall be in full force and effect, and Tenant shall not then be in default
under the Lease beyond the time permitted therein to cure such default, if any,
at the time as of which Mortgagees commence a foreclosure action or other
procedure to enforce the Mortgage, and at all times thereafter:

(a) Neither Tenant nor any person claiming through or under Tenant
shall be named or joined as a party defendant in any action, suit or proceeding
which may be instituted or taken by Mortgagees for the purpose of foreclosure of
the Mortgage upon the interest and estate of Landlord or of taking possession of
the estate of the landlord by reason of a default or event of default under the
Mortgage unless Tenant or any person claiming through or under Tenant is deemed
a necessary party by the court, in which event such party may be so named or
joined but such naming or joinder shall not otherwise be in derogation of the
rights of Tenant set forth in this Agreement;

(b) Neither Tenant, nor any person claiming through or under Tenant,
shall be evicted from the Demised Premises, nor shall the leasehold estate or
possession of Tenant or any person claiming through or under Tenant be
terminated by reason of a default or event of default under the Mortgage.
<PAGE> 67
3. If, at any time, Mortgagees shall succeed to the rights of Landlord
under the Lease as a result of a default or event of default under the Mortgage
(whether voluntary, involuntary or by operation or law) prior to the expiration
date of the Lease, and if (a) Tenant has complied with this Agreement, the Lease
shall be in full force and effect and Tenant is not then in default under the
Lease beyond the time permitted therein to cure such default, if any, or (b) if
the provisions of subsection (a) hereinabove are not satisfied and Mortgages
otherwise so elect at their option to accept such attornment, then (i) the Lease
shall not terminate as a result of Mortgagees' actions, (ii) Tenant shall attorn
to and recognize Mortgagees as Tenant's landlord under the Lease, and (iii)
Mortgagees shall accept such attornment and recognize Tenant as Mortgagees'
tenant under the Lease. Upon such attornment and recognition, the Lease shall
continue in full force and effect as, or as if it were, a direct lease between
Mortgagees and Tenant upon and subject to all of the then executory terms,
conditions and covenants as are set forth in the Lease and that shall be
applicable after such attornment and recognition, or at Mortgagees' option,
Mortgagees and Tenant shall enter into a direct lease upon such terms and
conditions, except that neither Mortgagees nor any person that shall acquire the
interest of Landlord under the Lease by reason of foreclosure, assignment in
lieu thereof or other enforcement of the Mortgage, nor any of their successors
and assigns (such person, the "Purchaser") shall be:

(a) bound or liable for any act, omission or default of any prior
landlord, including without limitation, the Landlord, unless the Mortgagees were
previously notified in writing of such act, omission or default, and such act,
omission or default was continuing at the time of commencement of a foreclosure
proceeding or commencement of other enforcement actions under the Mortgage, or
such act, omission or default was continuing at the time Mortgagee or any
Purchaser becomes owner of the Property, or for the payment of any monies owing
by or on deposit with Landlord, or any prior landlord, to the credit of Tenant
unless such monies were delivered to Mortgagees;

(b) bound by or subject to a claim, counterclaim, defense or offset
credit or deduction which theretofore shall have accrued to the Tenant against
any Prior Landlord, except to the extent the same is permitted under the express
terms of the Lease;

(c) bound by any prepayment of more than one month's stipulated
rent, or of additional rent beyond the current billing period under the Lease,
unless such prepayment shall have been approved in writing by Mortgagees; or

(d) liable to Tenant beyond the Purchaser's interest in the
Property.

4. If any act or omission by Landlord would give Tenant the right,
immediately on or after lapse of time, to cancel or to terminate the Lease or to
claim a partial or total eviction, or to claim an abatement of rent or a setoff
against Tenant's obligation for rent, additional rent or any other charges in
the Lease, Tenant will not exercise any such right until (a) it has given
written notice of such act or omission to Mortgagees and (b) a reasonable period
for remedying such act or omission (not to exceed five (5) days in excess of the
period of time to which Landlord is entitled under the Lease to effect such
remedy) shall have elapsed following such giving of notice, which period,
provided such act or omission does not materially and adversely interfere with
Tenant's use and occupancy under the Lease (in the reasonable opinion of
Landlord), shall be extended by (i) the period of time required by Mortgagees to
obtain possession of the Property if Mortgagees cannot otherwise cure such act
or omission and (ii) the number of days caused by judicial restriction of
Mortgagees' acts or by any other circumstance beyond Mortgagees' reasonable
control; provided Mortgagees shall, with reasonable diligence, give Tenant
notice of intention to, and thereafter promptly commence and diligently

-2-
<PAGE> 68
continue to, remedy such act or omission or to cause the same to be remedied.

5. without the prior written consent of Mortgagees in each instance, which
consent shall not be unreasonably withheld, conditioned or delayed, Tenant will
not, except as specifically permitted in the Lease (a) terminate or consent to
the cancellation or surrender of the Lease, or (b) modify the Lease so as to
materially shorten the unexpired term thereof, materially decrease the amount
of rent payable thereunder or materially reduce the space covered thereby, or
materially change any renewal option therein, or (c) make prepayments of any
installments of rent to become due under the Lease, except prepayments which are
required to be paid thereunder or which are in the nature of security for the
performance of Tenant's obligations thereunder, or (d) in any other manner
impair in any material respect the value of the Premises. Except as specifically
permitted herein, any purported modification, amendment, termination,
cancellation, surrender, prepayment or impairment made without the prior written
consent of Mortgagees shall be void as against Mortgagees at their respective
option.

6. Nothing contained in this Agreement shall in any way impair or affect
the lien created by the Mortgage, except as specifically set forth herein.

7. This Agreement shall inure to the benefit of the parties hereto, their
successors and assigns; provided, however, that in the event of the assignment
or transfer of the interest of Mortgagees, all obligations and liabilities of
Mortgagees under this Agreement shall terminate, and thereupon all such
obligations and liabilities shall be the responsibility of the party to whom
Mortgagees' interest is assigned or transferred, which assignee shall be deemed
to have assumed Mortgagees' obligations and liabilities hereunder.

8. Tenant acknowledges that it has notice that the Lease and the rent and
all other sums due thereunder have been collaterally assigned to Mortgagees as
part of the security for the note secured the Mortgage.

If Mortgagees notify Tenant of a default under the Mortgage and demand
that Tenant pay rent and all other sums due under the Lease to Mortgagees,
Tenant agrees that it will honor such demand and pay rent and all other sums due
under the Lease directly to Mortgagees. Landlord has signed this Agreement to
confirm that it directs Tenant to honor any such demand to Mortgagees and agrees
that Tenant may rely upon such demand without any obligation to further inquire
as to whether or not any default exists under the Mortgage; and that Tenant
shall be fully protected if it honors such demand and shall receive credit for
all amounts paid pursuant thereto, even if it later be determined, as between
Mortgagees and Landlord, that Mortgagees were hot entitled to make such demand
and receive such payments.

9. To Tenant's knowledge, neither Tenant nor Landlord is in default under
the Lease.

10. All notices and other communications hereunder shall be in writing and
shall be delivered either by certified or registered mail, return receipt
requested, postage prepaid, or by a nationally recognized overnight delivery
service, addressed; (a) if to Mortgagees, to Mortgagees' respective addresses
listed in the preamble to this Agreement, or at such other address for
Mortgagees as Mortgagees shall have furnished to Tenant in writing, or (b) if to
Tenant, at the Tenant's address listed in the preamble to this Agreement, or
such other address as Tenant shall have furnished to Mortgagees in writing.

-3-
<PAGE> 69
11. This Agreement may not be changed orally, but only by agreement in
writing signed by the party against whom enforcement or any waiver, change,
modification or discharge is sought.

12. The provisions of this Agreement shall be self-operative and no
further instrument shall be necessary to effect the aforementioned attornment,
recognition and subordination. Nevertheless, in confirmation thereof, Tenant
shall execute and deliver an appropriate certificate to confirm such attornment,
recognition and subordination upon request of Mortgagees.

13. When consent of, or notice from, Mortgagees is required or provided
for, hereunder, such consent or notice shall be sufficient, and shall be binding
upon Tenant and Mortgagees, if given by BTC on behalf of Mortgagees; and no such
consent or notice shall be effective unless signed on behalf of BTC. It there be
any conflict between any notice or direction to Tenant given by BTC or by RCC on
behalf of Mortgagees, the notice or direction from BTC shall control.

14. This Agreement may be executed in several counterparts, each of which
shall be deemed an original and all of which counterparts together shall
constitute one and the same instruments.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.

TENANT:

GAMMA-METRICS,
a California corporation

By:________________________
Authorized Signature
Title:

MORTGAGEES:

RADNOR/CREDIT CORPORATION,
a Delaware corporation

By:________________________
Authorized Signature
Title:

BANKERS TRUST COMPANY,
a New York corporation

By:________________________
Authorized Signature
Title:

-4-
<PAGE> 70
The undersigned "Landlord" consents to the foregoing.

RADNOR/COLLINS/SORRENTO PARTNERSHIP,
a California general partnership

By: ___________________________
ROY B. COLLINS, General Partner

By: RADNOR/PACIFIC CORPORATE CENTER
CORPORATION, a Delaware
corporation, General Partner

By: ___________________________
Authorized Signature
Title:

-5-
<PAGE> 71
EXHIBIT "H"

GUARANTY OF LEASE

Reference is made to the Triple Net Lease dated as of January 1, 1995, by
and between RADNOR/COLLINS/SORRENTO PARTNERSHIP, as Lessor and GAMMA-METRICS, a
California corporation, as Lessee (which Lease, together with any modifications
thereof, is hereinafter referred to as the "Lease"), to which this Guaranty
applies. All terms used herein shall be as defined in the Lease.

This Guaranty relates to: (i) the payment of the Rent and all other sums
due under the Lease, including any hold-over period, (ii) the full, prompt and
absolute performance and observance by Lessee of all of the covenants,
conditions, undertakings, agreements, duties and obligations contained in the
Lease to be performed or observed by, or imposed upon, Lessee during the Term,
or any holdover period, and (iii) any loss, expense or claims, including
reasonable attorneys' fees, for which Lessee is liable under the terms of the
Lease as the result of any event of default under the Lease and any breach by
Lessee of any of its covenants, undertakings, agreements, duties and obligations
contained in the Lease, all of which matters are collectively hereinafter
referred to as the "Liabilities."

FOR VALUE RECEIVED and in consideration for, and as an inducement to, the
Lessor entering into the Lease, the undersigned (hereinafter "Guarantor"),
hereby absolutely, unconditionally and irrevocably guarantees to Lessor the
full, prompt and absolute payment, performance and observance of all
Liabilities.

Guarantor expressly agrees that the validity of this Guaranty and the
obligations of Guarantor hereunder shall in no way be terminated, abated,
affected or impaired by the happening from time to time of any event or
condition including, without limitation, any of the following: (i) the assertion
or non-assertion by Lessor of any of the rights or remedies reserved to Lessor
pursuant to the provisions of the Lease and all instruments and documents
referred to therein, or pursuant to applicable statutes, (ii) the waiver by
Lessor of, or the failure of Lessor to enforce, or the lack of diligence of
Lessor in connection with the satisfaction of, any of the Liabilities, (iii) the
granting of any indulgence or extension of time by Lessor, (iv) the exercise by
Lessor of any so-called self-help remedies, or (v) any other act, omission or
condition which might in any manner or to any extent vary the risk to Guarantor
or might otherwise operate as a discharge or release of Guarantor; all of which
may be given or done without notice to, or consent of, Guarantor. The foregoing
shall not effect the discharge of Guarantor or the modification of Guarantor's
obligations hereunder except to the same extent that the Liabilities are (a)
partially or fully discharged by Lessee's payment or performance of Lessee's
obligations under the Lease or

-1-
<PAGE> 72
(b) subject to offset or reduction by reason of the Lessor's breach of the Lease
or by reason of any express provision of the Lease, or (c) modified with
Lessor's consent; provided, however, that Guarantor's obligations hereunder
shall not be discharged, released or impaired by reason of the release or
discharge of the Lessee, or the rejection or disaffirmance of the Lease, in any
bankruptcy or insolvency proceeding, or by any disability or lack of authority
of Lessee or its officers or directors. Guarantor waives all rights and defenses
arising out of an election of remedies by the Lessor, even though that election
of remedies, such as a nonjudicial foreclosure with respect to security for a
guaranteed obligation, has destroyed Guarantor's rights of subrogation and
reimbursement against the Lessee by the operation of Section 580d of the Code of
Civil Procedure or otherwise.

Guarantor hereby waives: (i) all notice of default in the payment of, or
non-performance of, any of the Liabilities; (ii) all protest, demands, notices
or presentments of every kind and description now or hereafter provided by any
statute or rule of law; and (iii) notice of any acceptance of this Guaranty.
Guarantor hereby waives any and all suretyship defenses or defenses in the
nature thereof (including California Civil Code Sections 2787-2855) without in
any manner limiting any other provisions of this Guaranty.

Without in any way modifying the respective rights and obligations of
Lessor and Lessee under the Lease, Guarantor further grants to Lessor, in
Lessor's reasonable discretion and without notice to or consent of Guarantor,
and without any termination, abatement or offset or impairment of the validity
of this Guaranty and obligations of Guarantor hereunder, the following powers:

(a) To terminate, modify or otherwise change any terms of all or any
part of the Lease or any instruments or documents referred to therein, or the
Liabilities, and to effect any release, compromise or settlement with respect
thereto, provided that no such modification or other change of terms shall have
the effect of increasing or adding to the Liabilities or obligations of Lessee
under the Lease; and

(b) To enter into any agreement of forbearance with respect to all
or any part of the Lease or any instruments or documents referred to therein or
with respect to the Liabilities, and to change the terms of any such agreement.

The liability of Guarantor hereunder shall in no way be terminated,
abated, affected or impaired by: (i) the release or discharge of Lessee in any
creditors' receivership, bankruptcy or other proceedings; (ii) the impairment,
limitation, modification or termination of: (a) the estate of Lessee in
bankruptcy, or (b) any remedy for the enforcement of Lessee's liability under
the Lease or

-2-
<PAGE> 73
any instruments or documents referred to therein resulting from the operation of
any present or future provision of the United States Bankruptcy Code or other
statute or from any decision in any court; (iii) the rejection or disaffirmance
of the Lease or any instruments or documents referred to therein in any such
proceedings; (iv) any disability or other such defense of Lessee; or (v) the
cessation, from any cause whatsoever (other than by reason of [a] payment or
performance, [b] a termination of the Lease with Lessor's consent for any reason
other than a breach or default by Lessee, [c] termination of the Lease in
accordance with its terms other than by reason of Lessee's breach or default, or
[d] Lessor's breach or default under the Lease) of the Liabilities of Lessee
under the Lease or any instruments or documents referred to therein.

Lessor may proceed jointly or severally against the Lessee, Guarantor, and
any surety or other party who may be liable. In addition, Guarantor agrees that
Guarantor's liability under this Guaranty shall be primary, and that with
respect to any right of action which shall accrue to Lessor relating to any of
the Liabilities, Lessor may at its sole option proceed directly against
Guarantor without having proceeded against Lessee or any other tenant, or any
surety or other party who may be liable. Guarantor hereby waives any and all
legal requirements that Lessor shall institute any action or proceedings at law
or in equity against Lessee, or anyone else, or exhaust its remedies against
Lessee, or anyone else, in respect of the Lease or in respect of any other
security held by Lessor, as a condition precedent to bringing an action against
Guarantor upon this Guaranty. All remedies afforded to Lessor by reason of this
Guaranty are separate and cumulative remedies and it is agreed that no one of
such remedies, whether exercised by Lessor or not, shall be deemed to be an
exclusion of any of the other remedies available to Lessor and shall not limit
or prejudice any other legal or equitable remedy which Lessor may have. If
Lessee shall fail to satisfy any of the Liabilities prior to the expiration of
all applicable notice and cure periods, Guarantor shall immediately pay to
Lessor all sums due it by reason of Lessee's default in satisfying the
Liabilities.

Each default on any of the Liabilities shall give rise to a separate cause
of action and separate suits may be brought hereunder as each cause of action
arises or, at Lessor's option, any or all causes of action which arise prior to
or after any suit is commenced hereunder may be included in such suit.

Guarantor further represents to Lessor, as an inducement to executing the
Lease: (i) that there is not presently pending or threatened any litigation,
arbitration, administrative or governmental proceeding against Guarantor which
would in any way prohibit or impede the adoption, execution, or consummation of
this Guaranty by Guarantor or which would affect any of the undertakings

-3-
<PAGE> 74
herein; (ii) that compliance by Guarantor with Guarantor's obligations under
this Guaranty has not resulted and will not result in the violation of the
Guaranty or of any agreement or other instrument to which Guarantor is a party
or by which Guarantor or any of Guarantor's assets are bound; (iii) that this
Guaranty and all action contemplated to be taken by Guarantor hereunder has been
duly authorized; (iv) that this Guaranty and such action and undertaking are
valid and binding upon Guarantor in accordance with their terms; and (v)
Guarantor is fully familiar with the financial condition of the Lessee and
agrees that Lessor shall have no obligation to inform Guarantor of any changes
in Lessee's financial condition.

No encumbrance, assignment, subletting or other transfer by either Lessor
or Lessee of the Lease or any instrument or document referred to therein, or of
any interest therein, or of the Premises, or any interest therein, shall operate
to extinguish or diminish (except to the extent the Liabilities are extinguished
or diminished by the express terms of the Lease with respect to the Lessee named
herein) the liability of Guarantor under this Guaranty, whether or not Guarantor
has consented to or received notice of such encumbrance, assignment, subletting
or other transfer.

Guarantor further agrees to be responsible to Lessor for all reasonable
expenses (including reasonable attorneys' fees) incurred by Lessor in enforcing
any obligations of Guarantor under this Guaranty.

All references to Lessor and Lessee (except for any reference to the
"Lessee named herein") shall be deemed to include references to the successors
and assigns of each of them.

Until all the Liabilities are paid or performed and all obligations
hereunder have been satisfied, Guarantor: (i) shall have no right of subrogation
against Lessee by reason of any payments or acts of performance by Guarantor in
compliance with the obligations of Guarantor hereunder; (ii) waives any right to
enforce any remedy which Guarantor now or hereafter shall have against Lessee by
reason of any one or more payments or acts of performance in compliance with the
obligations of Guarantor hereunder; and (iii) in the event of any default by
Lessee with respect to any of the Liabilities, shall subordinate any liability
or indebtedness of Lessee now or hereafter held by Guarantor to the obligations
of Lessee to Lessor under the Lease.

Guarantor agrees that this Guaranty and all rights hereunder shall be
interpreted, governed and construed in accordance with the laws of the state of
California.

-4-
<PAGE> 75
If any term or provision of this Guaranty or the application thereof to
any person or circumstances shall, to any extent, be invalid or unenforceable,
the remainder of this Guaranty, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Guaranty shall be valid and enforceable to the fullest extent permitted by
law.

The waiver of any provision of this Guaranty by either of the parties
hereto shall constitute a waiver of that provision on that occasion only, and
shall not constitute a waiver of any other term of this Guaranty, nor a waiver
of that provision with respect to any other occasion.

This Guaranty shall bind Guarantor, Guarantor's executors, administrators,
heirs and assigns.

Except as otherwise provided herein, or by operation of law, this Guaranty
shall not be modified, amended, released or discharged except by a writing
executed by Lessor.

Guarantor has reviewed this Guaranty with his legal counsel and
understands the terms hereof.

Without limiting the foregoing, Guarantor understands that Lessor's
election to pursue a particular remedy against Lessee (or Lessor's election not
to pursue a remedy or to waive rights as against the Lessee) could destroy or
impair, by operation of California law, rights which Guarantor might otherwise
have (including without limitation rights of subrogation, reimbursement and
contribution) as against the Lessee.

Each individual who signs this Guaranty on behalf of an entity warrants
that he/she has been duly authorized to do so and to bind such entity.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
instrument as of the 1st day of January, 1995, at San Diego County, California.

GUARANTOR

Thermo Instrument Systems Inc.,
a Delaware corporation

By: ____________________________
Its:____________________________

-5-
<PAGE> 76
EXHIBIT "I"

(List of Items Pursuant to Section 7.2]

ALL PORTABLE (PLUG-IN) EQUIPMENT.

DUCTLESS LABORATORY FUME HOOD

ALL STORAGE AND PALLET RACKING

THE ENGINEERED SHELF-SUPPORTED STOREROOM MEZZANINE

WELDING EQUIPMENT

50 HZ MOTOR GENERATOR

ALL TELEPHONE EQUIPMENT (WIRING AND JACKS EXCEPTED)

ALL COMPUTER EQUIPMENT

P.A. SYSTEM AND COMPONENTS

BUILDING ALARM SYSTEM AND CARD ACCESS SYSTEM

WALL MOUNTED WORLD MAPS (2)

HALON SYSTEM IN COMPUTER ROOM

ANY FIRE EXTINGUISHING EQUIPMENT IN EXCESS OF CODE REQUIREMENTS

ANY SIGNAGE WHICH IS GAMMA-METRICS' SPECIFIC

<PAGE> 1
EXHIBIT 10.12

METRIKA SYSTEMS CORPORATION

INDEMNIFICATION AGREEMENT

This Agreement, made and entered into this ** day of **, 1996,
("Agreement"), by and between Metrika Systems Corporation, a Delaware
corporation (the "Company"), and *** ("Indemnitee"):

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

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

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

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

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

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

1. SERVICES BY INDEMNITEE. Indemnitee agrees to serve or continue to serve
as a Director of the Company. This agreement shall not impose any obligation on
the Indemnitee or the Company to continue the Indemnitee's position with the
Company beyond any period otherwise applicable.
<PAGE> 2
2

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

3. GENERAL. Indemnitee shall be entitled to the rights of indemnification
provided in this Section 3 if, by reason of his Corporate Status (as hereinafter
defined), he is, or is threatened to be made, a party to any threatened,
pending, or completed action, suit, arbitration, alternative dispute resolution
mechanism, investigation, administrative hearing or other proceeding whether
civil, criminal, administrative or investigative. Pursuant to this Section 3,
Indemnitee shall be indemnified against Expenses, judgments, penalties, fines
and amounts paid in settlement incurred by him or on his behalf in connection
with such action, suit, arbitration, alternative dispute resolution mechanism,
investigation, administrative hearing or other proceeding whether civil,
criminal, administrative or investigative or any claim, issue or matter therein,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.

4. PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. In the case of any
action or suit by or in the right of the Company, indemnification shall be made
only (i) for Expenses or (ii) in respect of any claim, issue or matter as to
which Indemnitee shall have been adjudged to be liable to the Company if such
indemnification is permitted by Delaware law; provided, however, that
indemnification against Expenses shall nevertheless be made by the Company in
such event to the extent that the Court of Chancery of the State of Delaware, or
the court in which such action or suit shall have been brought or is pending,
shall determine to be proper despite the adjudication of liability but in view
of all the circumstances of the case.

5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY
SUCCESSFUL. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his Corporate Status, a party to and is
successful, on the merits or otherwise, in any action, suit, arbitration,
alternative dispute resolution mechanism, investigation, administrative hearing
or other proceeding whether civil, criminal, administrative or investigative, he
shall be indemnified against all Expenses incurred by him or on his behalf in
connection therewith. If Indemnitee is not wholly successful but is successful,
on the merits or otherwise, as to one or more but less than all claims, issues
or matters in such action, suit, arbitration, alternative dispute resolution
mechanism, investigation, administrative hearing or other proceeding whether
civil, criminal, administrative or investigative, the Company shall indemnify
Indemnitee against all Expenses incurred by him or on his behalf in connection
with each successfully resolved claim, issue or matter. For purposes of this
Section and without limitation, the termination of any claim, issue or matter by
dismissal, or withdrawal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.

6. ADVANCE OF EXPENSES. The Company shall advance all Expenses incurred by
or on behalf of Indemnitee in connection with any action, suit, arbitration,
alternative dispute resolution mechanism, investigation, administrative hearing
or any other proceeding whether civil, criminal, administrative or investigative
within twenty (20) days after the receipt by the
<PAGE> 3
3

Company of a statement or statements from Indemnitee requesting such advance or
advances from time to time, whether prior to or after final disposition of such
action, suit, arbitration, alternative dispute resolution mechanism,
investigation, administrative hearing or any other proceeding whether civil,
criminal, administrative or investigative. Such statement or statements shall
reasonably evidence the Expenses incurred by Indemnitee and shall include or be
preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay
any Expenses advanced if it shall ultimately be determined that Indemnitee is
not entitled to be indemnified against such Expenses, which undertaking shall be
accepted by or on behalf of the Company without reference to the financial
ability of Indemnitee to make repayment.

7. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

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

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

(c) In the event the determination of entitlement to indemnification is to
be made by Independent Counsel pursuant to Section 7(b) of this Agreement, the
Independent Counsel shall
<PAGE> 4
4

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

8. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

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

(b) If the person, persons or entity empowered or selected under Section 7
of this Agreement to determine whether Indemnitee is entitled to indemnification
shall not have made such determination within sixty (60) days after receipt by
the Company of the request therefor,
<PAGE> 5
5

the requisite determination of entitlement to indemnification shall be deemed to
have been made and Indemnitee shall be entitled to such indemnification, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee's statement not materially
misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law; provided, however,
that such 60-day period may be extended for a reasonable time, not to exceed an
additional thirty (30) days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in good faith
requires such additional time for the obtaining or evaluating of documentation
and/or information relating thereto; and provided, further, that the foregoing
provisions of this Section 8(b) shall not apply (i) if the determination of
entitlement to indemnification is to be made by the stockholders pursuant to
Section 7(b) of this Agreement and if (A) within fifteen (15) days after receipt
by the Company of the request for such determination the Board has resolved to
submit such determination to the stockholders for their consideration at an
annual meeting thereof to be held within seventy-five (75) days after such
receipt and such determination is made thereat, or (B) a special meeting of
stockholders is called within fifteen (15) days after such receipt for the
purpose of making such determination, such meeting is held for such purpose
within sixty (60) days after having been so called and such determination is
made thereat, or (ii) if the determination of entitlement to indemnification is
to be made by Independent Counsel pursuant to Section 7(b) of this Agreement.

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

9. REMEDIES OF INDEMNITEE.

(a) In the event that (i) a determination is made pursuant to Section 7 of
this Agreement that Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 6
of this Agreement, (iii) the determination of entitlement to indemnification is
to be made by Independent Counsel pursuant to Section 7(b) of this Agreement and
such determination shall not have been made and delivered in a written opinion
within ninety (90) days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made pursuant to Section
5 of this Agreement within ten (10) days after receipt by the Company of a
written request therefor, or (v) payment of indemnification is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to
indemnification or such determination is deemed to have been made pursuant to
Section 8 of this Agreement, Indemnitee shall be entitled to an adjudication in
an appropriate court of the State of Delaware, or in any other court of
competent jurisdiction, of his entitlement to such indemnification or
advancement of Expenses. Alternatively, Indemnitee, at
<PAGE> 6
6

his option, may seek an award in arbitration to be conducted by a single
arbitrator pursuant to the rules of the American Arbitration Association.
Indemnitee shall commence such proceeding seeking an adjudication or an award in
arbitration within one hundred eighty (180) days following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this
Section 9(a). The Company shall not oppose Indemnitee's right to seek any such
adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to
Section 7 of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 9
shall be conducted in all respects as a de novo trial, or arbitration, on the
merits and Indemnitee shall not be prejudiced by reason of that adverse
determination. If a Change of Control shall have occurred, in any judicial
proceeding or arbitration commenced pursuant to this Section 9 the Company shall
have the burden of proving that Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be.

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

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

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

10. SECURITY. To the extent requested by the Indemnitee and approved by
the Board, the Company may at any time and from time to time provide security to
the Indemnitee for the Company's obligations hereunder through an irrevocable
bank line of credit, funded trust or other collateral. Any such security, once
provided to the Indemnitee, may not be revoked or released without the prior
written consent of Indemnitee.
<PAGE> 7
7

11. NON-EXCLUSIVITY; DURATION OF AGREEMENT; INSURANCE; SUBROGATION.

(a) The rights of indemnification and to receive advancement of Expenses
as provided by this Agreement shall not be deemed exclusive of any other rights
to which Indemnitee may at any time be entitled under applicable law, the
Company's certificate of incorporation or by-laws, any other agreement, a vote
of stockholders or a resolution of directors, or otherwise. This Agreement shall
continue until and terminate upon the later of: (a) ten (10) years after the
date that Indemnitee shall have ceased to serve as a Director of the Company or
fiduciary of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which Indemnitee served at the request of the
Company; or (b) the final termination of all pending actions, suits,
arbitrations, alternative dispute resolution mechanisms, investigations,
administrative hearings or other proceedings whether civil, criminal,
administrative or investigative in respect of which Indemnitee is granted rights
of indemnification or advancement of expenses hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 9 of this Agreement relating
thereto. This Agreement shall be binding upon the Company and its successors and
assigns and shall inure to the benefit of Indemnitee and his heirs, executors
and administrators.

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

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

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

12. SEVERABILITY; REFORMATION. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including without limitation, each portion of any
Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or unenforceable.

13. EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES.
Notwithstanding any other provision of this Agreement, Indemnitee shall not be
entitled to
<PAGE> 8
8

indemnification or advancement of Expenses under this Agreement with
respect to any action, suit or proceeding, or any claim therein, initiated,
brought or made by him (i) against the Company, unless a Change in Control shall
have occurred, or (ii) against any person other than the Company, unless
approved in advance by the Board.

14. DEFINITIONS. For purposes of this Agreement:

(a) "Change in Control" means a change in control of the Company of a
nature that would be required to be reported in response to Item 5(f) of
Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act of
1934 (the "Act"), whether or not the Company is then subject to such
reporting requirement; provided, however, that, without limitation, such a
Change in Control shall be deemed to have occurred if (i) any "person" (as
such term is used in Section 13(d) and 14(d) of the Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Act), directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities without
the prior approval of at least two-thirds of the members of the Board in
office immediately prior to such person attaining such percentage
interest; (ii) the Company is a party to a merger, consolidation, sale of
assets or other reorganization, or a proxy contest, as a consequence of
which members of the Board in office immediately prior to such transaction
or event constitute less than a majority of the Board thereafter; or (iii)
during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board (including for this purpose
any new director whose election or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds of
the directors then still in office who were directors at the beginning of
such period) cease for any reason to constitute at least a majority of the
Board.

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

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

(d) "Expenses" shall include all reasonable attorneys' fees, retainers,
court costs, transcript costs, fees of experts, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend or investigating an action, suit,
arbitration, alternative
<PAGE> 9
9

dispute resolution mechanism, investigation, administrative hearing or any
other proceeding whether civil, criminal, administrative or investigative.

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

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

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

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

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

(a) If to Indemnitee, to: The address shown beneath
his or her signature on
the last page hereof
<PAGE> 10
10

(b) If to the Company, to: Metrika Systems Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, MA 02254-9046
Attn: Corporate Secretary

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

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

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

Attest: METRIKA SYSTEMS CORPORATION

By:__________________________________ By:__________________________________
Sandra L. Lambert Denis A. Helm
Secretary Chief Executive Officer

INDEMNITEE

____________________________________________
Address:

____________________________________________

<PAGE> 1

Exhibit 10.14

METRIKA SYSTEMS CORPORATION

EQUITY INCENTIVE PLAN

1. PURPOSE
-------

The purpose of this Equity Incentive Plan (the "Plan") is to secure for
Metrika Systems Corporation (the "Company") and its Stockholders the benefits
arising from capital stock ownership by employees, officers and Directors of,
and consultants to, the Company and its subsidiaries or other persons who are
expected to make significant contributions to the future growth and success of
the Company and its subsidiaries. The Plan is intended to accomplish these goals
by enabling the Company to offer such persons equity-based interests,
equity-based incentives or performance-based stock incentives in the Company, or
any combination thereof ("Awards").

2. ADMINISTRATION
--------------

The Plan will be administered by the Board of Directors of the Company
(the "Board"). The Board shall have full power to interpret and administer the
Plan, to prescribe, amend and rescind rules and regulations relating to the Plan
and Awards, and full authority to select the persons to whom Awards will be
granted ("Participants"), determine the type and amount of Awards to be granted
to Participants (including any combination of Awards), determine the terms and
conditions of Awards granted under the Plan (including terms and conditions
relating to events of merger, consolidation, dissolution and liquidation, change
of control, vesting, forfeiture, restrictions, dividends and interest, if any,
on deferred amounts), waive compliance by a participant with any obligation to
be performed by him or her under an Award, waive any term or condition of an
Award, cancel an existing Award in whole or in part with the consent of a
Participant, grant replacement Awards, accelerate the vesting or lapse of any
restrictions of any Award and adopt the form of instruments evidencing Awards
under the Plan and change such forms from time to time. Any interpretation by
the Board of the terms and provisions of the Plan or any Award thereunder and
the administration thereof, and all action taken by the Board, shall be final,
binding and conclusive on all parties and any person claiming under or through
any party. No Director shall be liable for any action or determination made in
good faith. The Board may, to the full extent permitted by law, delegate any or
all of its responsibilities under the Plan to a committee (the "Committee")
appointed by the Board and consisting of two or more members of the Board, each
of whom shall be deemed a "non-employee director" within the meaning of Rule
16b-3 (or any successor rule) of the Securities Exchange Act of 1934 (the
"Exchange Act").

3. EFFECTIVE DATE
--------------

The Plan shall be effective as of the date first approved by the Board
of Directors, subject to the approval of the Plan by the Corporation's
Stockholders. Grants of Awards under the Plan

<PAGE> 2
2

made prior to such approval shall be effective when made (unless otherwise
specified by the Board at the time of grant), but shall be conditioned on and
subject to such approval of the Plan.

4. SHARES SUBJECT TO THE PLAN
--------------------------

Subject to adjustment as provided in Section 10.6, the total number of
shares of the common stock, $.01 par value per share, of the Company (the
"Common Stock"), reserved and available for distribution under the Plan shall be
600,000 shares. Such shares may consist, in whole or in part, of authorized and
unissued shares or treasury shares.

If any Award of shares of Common Stock requiring exercise by the
Participant for delivery of such shares terminates without having been exercised
in full, is forfeited or is otherwise terminated without a payment being made to
the Participant in the form of Common Stock, or if any shares of Common Stock
subject to restrictions are repurchased by the Company pursuant to the terms of
any Award or are otherwise reacquired by the Company to satisfy obligations
arising by virtue of any Award, such shares shall be available for distribution
in connection with future Awards under the Plan.

5. ELIGIBILITY
-----------

Employees, officers and Directors of, and consultants to, the Company
and its subsidiaries, or other persons who are expected to make significant
contributions to the future growth and success of the Company and its
subsidiaries shall be eligible to receive Awards under the Plan. The Board, or
other appropriate committee or person to the extent permitted pursuant to the
last sentence of Section 2, shall from time to time select from among such
eligible persons those who will receive Awards under the Plan.

6. TYPES OF AWARDS
---------------

The Board may offer Awards under the Plan in any form of equity-based
interest, equity-based incentive or performance-based stock incentive in Common
Stock of the Company or any combination thereof. The type, terms and conditions
and restrictions of an Award shall be determined by the Board at the time such
Award is made to a Participant; provided however that the maximum number of
shares permitted to be granted under any Award or combination of Awards to any
participant during any one calendar year may not exceed 1% of the shares of
Common Stock outstanding at the beginning of such calendar year.

An Award shall be made at the time specified by the Board and shall be
subject to such conditions or restrictions as may be imposed by the Board and
shall conform to the general rules applicable under the Plan as well as any
special rules then applicable under federal tax laws or regulations or the
federal securities laws relating to the type of Award granted.

Without limiting the foregoing, Awards may take the following forms and
shall be subject to the following rules and conditions:

<PAGE> 3

6.1 OPTIONS
-------

An option is an Award that entitles the holder on exercise thereof to
purchase Common Stock at a specified exercise price. Options granted under the
Plan may be either incentive stock options ("incentive stock options") that meet
the requirements of Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"), or options that are not intended to meet the requirements
of Section 422A ("non-statutory options").

6.1.1 OPTION PRICE. The price at which Common Stock may be purchased
upon exercise of an option shall be determined by the Board, PROVIDED HOWEVER,
the exercise price shall not be less than 85% of the then fair market value per
share of Common Stock.

6.1.2 OPTION GRANTS. The granting of an option shall take place at
the time specified by the Board. Options shall be evidenced by option
agreements. Such agreements shall conform to the requirements of the Plan, and
may contain such other provisions (including but not limited to vesting and
forfeiture provisions, acceleration, change of control, protection in the event
of merger, consolidations, dissolutions and liquidations) as the Board shall
deem advisable. Option agreements shall expressly state whether an option grant
is intended to qualify as an incentive stock option or non-statutory option.

6.1.3 OPTION PERIOD. An option will become exercisable at such time
or times (which may be immediately or in such installments as the Board shall
determine) and on such terms and conditions as the Board shall specify. The
option agreements shall specify the terms and conditions applicable in the event
of an option holder's termination of employment during the option's term.

Any exercise of an option must be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by (1) any additional
documents required by the Board and (2) payment in full in accordance with
Section 6.1.4 for the number of shares for which the option is exercised.

6.1.4 PAYMENT OF EXERCISE PRICE. Stock purchased on exercise of an
option shall be paid for as follows: (1) in cash or by check (subject to such
guidelines as the Company may establish for this purpose), bank draft or money
order payable to the order of the Company or (2) if so permitted by the
instrument evidencing the option (or in the case of a non-statutory option, by
the Board at or after grant of the option), (i) through the delivery of shares
of Common Stock that have been outstanding for at least six months (unless the
Board expressly approves a shorter period) and that have a fair market value
(determined in accordance with procedures prescribed by the Board) equal to the
exercise price, (ii) by delivery of a promissory note of the option holder to
the Company, payable on such terms as are specified by the Board, (iii) by
delivery of an unconditional and irrevocable undertaking by a broker to deliver
promptly to the Company sufficient funds to pay the exercise price, or (iv) by
any combination of the permissible forms of payment.

<PAGE> 4
4

6.1.5 BUYOUT PROVISION. The Board may at any time offer to buy out
for a payment in cash, shares of Common Stock, deferred stock or restricted
stock, an option previously granted, based on such terms and conditions as the
Board shall establish and communicate to the option holder at the time that such
offer is made.

6.1.6 SPECIAL RULES FOR INCENTIVE STOCK OPTIONS. Each provision of
the Plan and each option agreement evidencing an incentive stock option shall be
construed so that each incentive stock option shall be an incentive stock option
as defined in Section 422A of the Code or any statutory provision that may
replace such Section, and any provisions thereof that cannot be so construed
shall be disregarded. Instruments evidencing incentive stock options must
contain such provisions as are required under applicable provisions of the Code.
Incentive stock options may be granted only to employees of the Company and its
subsidiaries. The exercise price of an incentive stock option shall not be less
than 100% (110% in the case of an incentive stock option granted to a more than
ten percent Stockholder of the Company) of the fair market value of the Common
Stock on the date of grant, as determined by the Board. An incentive stock
option may not be granted after the tenth anniversary of the date on which the
Plan was adopted by the Board and the latest date on which an incentive stock
option may be exercised shall be the tenth anniversary (fifth anniversary, in
the case of any incentive stock option granted to a more than ten percent
Stockholder of the Company) of the date of grant, as determined by the Board.

6.2 RESTRICTED AND UNRESTRICTED STOCK
---------------------------------

An Award of restricted stock entitles the recipient thereof to acquire
shares of Common Stock upon payment of the purchase price subject to
restrictions specified in the instrument evidencing the Award.

6.2.1 RESTRICTED STOCK AWARDS. Awards of restricted stock shall be
evidenced by restricted stock agreements. Such agreements shall conform to the
requirements of the Plan, and may contain such other provisions (including
restriction and forfeiture provisions, change of control, protection in the
event of mergers, consolidations, dissolutions and liquidations) as the Board
shall deem advisable.

6.2.2 RESTRICTIONS. Until the restrictions specified in a restricted
stock agreement shall lapse, restricted stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of, and upon certain
conditions specified in the restricted stock agreement, must be resold to the
Company for the price, if any, specified in such agreement. The restrictions
shall lapse at such time or times, and on such conditions, as the Board may
specify. The Board may at any time accelerate the time at which the restrictions
on all or any part of the shares shall lapse.

6.2.3 RIGHTS AS A STOCKHOLDER. A Participant who acquires shares of
restricted stock will have all of the rights of a Stockholder with respect to
such shares including the right to receive dividends and to vote such shares.
Unless the Board otherwise determines, certificates evidencing shares of
restricted stock will remain in the possession of the Company until such shares
are free of all restrictions under the Plan.

<PAGE> 5
5

6.2.4 PURCHASE PRICE. The purchase price of shares of restricted
stock shall be determined by the Board, in its sole discretion, but such price
may not be less than the par value of such shares.

6.2.5 OTHER AWARDS SETTLED WITH RESTRICTED STOCK. The Board may
provide that any or all the Common Stock delivered pursuant to an Award will be
restricted stock.

6.2.6 UNRESTRICTED STOCK. The Board may, in its sole discretion,
sell to any Participant shares of Common Stock free of restrictions under the
Plan for a price determined by the Board, but which may not be less than the par
value per share of the Common Stock.

6.3 DEFERRED STOCK
--------------

6.3.1 DEFERRED STOCK AWARD. A deferred stock Award entitles the
recipient to receive shares of deferred stock which is Common Stock to be
delivered in the future. Delivery of the Common Stock will take place at such
time or times, and on such conditions, as the Board may specify. The Board may
at any time accelerate the time at which delivery of all or any part of the
Common Stock will take place.

6.3.2 OTHER AWARDS SETTLED WITH DEFERRED STOCK. The Board may, at
the time any Award described in this Section 6 is granted, provide that, at the
time Common Stock would otherwise be delivered pursuant to the Award, the
Participant will instead receive an instrument evidencing the right to future
delivery of deferred stock.

6.4 PERFORMANCE AWARDS
------------------

6.4.1 PERFORMANCE AWARDS. A performance Award entitles the recipient
to receive, without payment, an Amount, in cash or Common Stock or a combination
thereof (such form to be determined by the Board), following the attainment of
performance goals. Performance goals may be related to personal performance,
corporate performance, departmental performance or any other category of
performance deemed by the Board to be important to the success of the Company.
The Board will determine the performance goals, the period or periods during
which performance is to be measured and all other terms and conditions
applicable to the Award.

6.4.2 OTHER AWARDS SUBJECT TO PERFORMANCE CONDITIONS. The Board may,
at the time any Award described in this Section 6 is granted, impose the
condition (in addition to any conditions specified or authorized in this Section
6 of the Plan) that performance goals be met prior to the Participant's
realization of any payment or benefit under the Award.

7. PURCHASE PRICE AND PAYMENT
--------------------------

Except as otherwise provided in the Plan, the purchase price of Common
Stock to be acquired pursuant to an Award shall be the price determined by the
Board, provided that such price shall not be less than the par value of the
Common Stock. Except as otherwise provided in the Plan, the Board may determine
the method of payment of the exercise price or purchase price

<PAGE> 6

of an Award granted under the Plan and the form of payment. The Board may
determine that all or any part of the purchase price of Common Stock pursuant to
an Award has been satisfied by past services rendered by the Participant. The
Board may agree at any time, upon request of the Participant, to defer the date
on which any payment under an Award will be made.

8. LOANS AND SUPPLEMENTAL GRANTS
-----------------------------

The Company may make a loan to a Participant, either on or after the
grant to the Participant of any Award, in connection with the purchase of Common
Stock under the Award or with the payment of any obligation incurred or
recognized as a result of the Award. The Board will have full authority to
decide whether the loan is to be secured or unsecured or with or without
recourse against the borrower, the terms on which the loan is to be repaid and
the conditions, if any, under which it may be forgiven.

In connection with any Award, the Board may at the time such Award is
made or at a later date, provide for and make a cash payment to the participant
not to exceed an amount equal to (a) the amount of any federal, state and local
income tax or ordinary income for which the Participant will be liable with
respect to the Award, plus (b) an additional amount on a grossed-up basis
necessary to make him or her whole after tax, discharging all the participant's
income tax liabilities arising from all payments under the Plan.

9. CHANGE IN CONTROL
-----------------

9.1 IMPACT OF EVENT
---------------

In the event of a "Change in Control" as defined in Section 9.2, the
following provisions shall apply, unless the agreement evidencing the Award
otherwise provides:

(a) Any stock options or other stock-based Awards awarded under the
Plan that were not previously exercisable and vested shall become fully
exercisable and vested.

(b) Awards of restricted stock and other stock-based Awards subject to
restrictions and to the extent not fully vested, shall become fully
vested and all such restrictions shall lapse so that shares issued
pursuant to such Awards shall be free of restrictions.

(c) Deferral limitations and conditions that relate solely to the
passage of time, continued employment or affiliation, will be waived
and removed as to deferred stock Awards and performance Awards.
Performance of other conditions (other than conditions relating solely
to the passage of time, continued employment or affiliation) will
continue to apply unless otherwise provided in the agreement evidencing
the Awards or in any other agreement between the Participant and the
Company or unless otherwise agreed by the Board.

<PAGE> 7

9.2 DEFINITION OF "CHANGE IN CONTROL"
---------------------------------

"Change in Control" means any one of the following events: (i) when,
any Person is or becomes the beneficial owner (as defined in Section 13(d) of
the Exchange Act and the Rules and Regulations thereunder), together with all
Affiliates and Associates (as such terms are used in Rule 12b-2 of the General
Rules and Regulations of the Exchange Act) of such Person, directly or
indirectly, of 50% or more of the outstanding Common Stock of the Company or its
parent corporation, Thermo Instrument Systems Inc. ("Thermo Instrument"), or the
beneficial owner of 25% or more of the outstanding common stock of Thermo
Electron Corporation ("Thermo Electron"), without the prior approval of the
Prior Directors of the applicable issuer, (ii) the failure of the Prior
Directors to constitute a majority of the Board of Directors of the Company,
Thermo Instrument or Thermo Electron, as the case may be, at any time within two
years following any Electoral Event, or (iii) any other event that the Prior
Directors shall determine constitutes an effective change in the control of the
Company, Thermo Instrument or Thermo Electron. As used in the preceding
sentence, the following capitalized terms shall have the respective meanings set
forth below:

(a) "Person" shall include any natural person, any entity, any
"affiliate" of any such natural person or entity as such term is
defined in Rule 405 under the Securities Act of 1933 and any "group"
(within the meaning of such term in Rule 13d-5 under the Exchange Act);

(b) "Prior Directors" shall mean the persons sitting on the Company's,
Thermo Instrument's or Thermo Electron's Board of Directors, as the
case may be, immediately prior to any Electoral Event (or, if there has
been no Electoral Event, those persons sitting on the applicable Board
of Directors on the date of this Agreement) and any future director of
the Company, Thermo Instrument or Thermo Electron who has been
nominated or elected by a majority of the Prior Directors who are then
members of the Board of Directors of the Company, Thermo Instrument or
Thermo Electron, as the case may be; and

(c) "Electoral Event" shall mean any contested election of Directors,
or any tender or exchange offer for the Company's, Thermo Instrument's
or Thermo Electron's Common Stock, not approved by the Prior Directors,
by any Person other than the Company, Thermo Instrument, Thermo
Electron or a majority-owned subsidiary of Thermo Electron.

10. GENERAL PROVISIONS
------------------

10.1 DOCUMENTATION OF AWARDS
-----------------------

Awards will be evidenced by written instruments, which may differ among
Participants, prescribed by the Board from time to time. Such instruments may be
in the form of agreements to be executed by both the Participant and the Company
or certificates, letters or similar instruments which need not be executed by
the participant but acceptance of which will evidence

<PAGE> 8
8

agreement to the terms thereof. Such instruments shall conform to the
requirements of the Plan and may contain such other provisions (including
provisions relating to events of merger, consolidation, dissolution and
liquidations, change of control and restrictions affecting either the agreement
or the Common Stock issued thereunder), as the Board deems advisable.

10.2 RIGHTS AS A STOCKHOLDER
-----------------------

Except as specifically provided by the Plan or the instrument
evidencing the Award, the receipt of an Award will not give a Participant rights
as a Stockholder with respect to any shares covered by an Award until the date
of issue of a stock certificate to the participant for such shares.

10.3 CONDITIONS ON DELIVERY OF STOCK
-------------------------------

The Company will not be obligated to deliver any shares of Common Stock
pursuant to the Plan or to remove any restriction from shares previously
delivered under the Plan (a) until all conditions of the Award have been
satisfied or removed, (b) until, in the opinion of the Company's counsel, all
applicable federal and state laws and regulations have been complied with, (c)
if the outstanding Common Stock is at the time listed on any stock exchange,
until the shares have been listed or authorized to be listed on such exchange
upon official notice of issuance, and (d) until all other legal matters in
connection with the issuance and delivery of such shares have been approved by
the Company's counsel. If the sale of Common Stock has not been registered under
the Securities Act of 1933, as amended, the Company may require, as a condition
to exercise of the Award, such representations or agreements as counsel for the
Company may consider appropriate to avoid violation of such act and may require
that the certificates evidencing such Common Stock bear an appropriate legend
restricting transfer.

If an Award is exercised by the participant's legal representative, the
Company will be under no obligation to deliver Common Stock pursuant to such
exercise until the Company is satisfied as to the authority of such
representative.

10.4 TAX WITHHOLDING
---------------

The Company will withhold from any cash payment made pursuant to an
Award an amount sufficient to satisfy all federal, state and local withholding
tax requirements (the "withholding requirements").

In the case of an Award pursuant to which Common Stock may be
delivered, the Board will have the right to require that the participant or
other appropriate person remit to the Company an amount sufficient to satisfy
the withholding requirements, or make other arrangements satisfactory to the
Board with regard to such requirements, prior to the delivery of any Common
Stock. If and to the extent that such withholding is required, the Board may
permit the participant or such other person to elect at such time and in such
manner as the Board provides to have the Company hold back from the shares to be
delivered, or to deliver to the Company, Common Stock having a value calculated
to satisfy the withholding requirement.
<PAGE> 9
9

10.5 NONTRANSFERABILITY OF AWARDS
----------------------------

Except as otherwise specifically provided by the Board, No Award (other
than an Award in the form of an outright transfer of cash or Common Stock not
subject to any restrictions) may be transferred other than by will or the laws
of descent and distribution, except as may be authorized by the Board, in its
sole discretion. The Board may, in its discretion, determine the extent to which
Awards granted to a Participant shall be transferable, and such provisions
permitting or acknowledging transfer shall be set forth in the written agreement
executed and delivered by or on behalf of the Company and the Participant.

10.6 ADJUSTMENTS IN THE EVENT OF CERTAIN TRANSACTIONS
------------------------------------------------

(a) In the event of a stock dividend, stock split or combination of
shares, recapitalization or other change in the Company's capitalization, or
other distribution with respect to common Stockholders other than normal cash
dividends, the Board will make (i) appropriate adjustments to the maximum number
of shares that may be delivered under the Plan under Section 4 above, and (ii)
appropriate adjustments to the number and kind of shares of stock or securities
subject to Awards then outstanding or subsequently granted, any exercise prices
relating to Awards and any other provisions of Awards affected by such change.

(b) The Board may also make appropriate adjustments to take into
account material changes in law or in accounting practices or principles,
mergers, consolidations, acquisitions, dispositions, repurchases or similar
corporate transactions, or any other event, if it is determined by the Board
that adjustments are appropriate to avoid distortion in the operation of the
Plan, but no such adjustments other than those required by law may adversely
affect the rights of any Participant (without the Participant's consent) under
any Award previously granted.

10.7 EMPLOYMENT RIGHTS
-----------------

Neither the adoption of the Plan nor the grant of Awards will confer
upon any person any right to continued employment with the Company or any
subsidiary or interfere in any way with the right of the Company or subsidiary
to terminate any employment relationship at any time or to increase or decrease
the compensation of such person. Except as specifically provided by the Board in
any particular case, the loss of existing or potential profit in Awards granted
under the Plan will not constitute an element of damages in the event of
termination of an employment relationship even if the termination is in
violation of an obligation of the Company to the employee.

Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment shall be
determined by the Board at the time. For purposes of this Plan, transfer of
employment between the Company and its subsidiaries shall not be deemed
termination of employment.

<PAGE> 10

10.8 OTHER EMPLOYEE BENEFITS
-----------------------

The value of an Award granted to a Participant who is an employee, and
the amount of any compensation deemed to be received by an employee as a result
of any exercise or purchase of Common Stock pursuant to an Award or sale of
shares received under the Plan, will not constitute "earnings" or "compensation"
with respect to which any other employee benefits of such employee are
determined, including without limitation benefits under any pension, stock
ownership, stock purchase, life insurance, medical, health, disability or salary
continuation plan.

10.9 LEGAL HOLIDAYS
--------------

If any day on or before which action under the Plan must be taken falls
on a Saturday, Sunday or legal holiday, such action may be taken on the next
succeeding day not a Saturday, Sunday or legal holiday.

10.10 FOREIGN NATIONALS
-----------------

Without amending the Plan, Awards may be granted to persons who are
foreign nationals or employed outside the United States or both, on such terms
and conditions different from those specified in the Plan, as may, in the
judgment of the Board, be necessary or desirable to further the purpose of the
Plan.

11. TERMINATION AND AMENDMENT
-------------------------

The Plan shall remain in full force and effect until terminated by the
Board. Subject to the last sentence of this Section 11, the Board may at any
time or times amend the Plan or any outstanding Award for any purpose that may
at the time be permitted by law, or may at any time terminate the Plan as to any
further grants of Awards. No amendment, unless approved by the Stockholders,
shall be effective if it would cause the Plan to fail to satisfy the
requirements of the federal tax law or regulation relating to incentive stock
options or the requirements of Rule 16b-3 (or any successor rule) of the
Exchange Act. No amendment of the Plan or any agreement evidencing Awards under
the Plan may adversely affect the rights of any participant under any Award
previously granted without such participant's consent.

<PAGE> 1

EXHIBIT 11

METRIKA SYSTEMS CORPORATION
COMPUTATION OF EARNINGS PER SHARE

<TABLE>
<CAPTION>
FISCAL YEAR
---------------------------------------------
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C>
COMPUTATION OF PRIMARY EARNINGS PER SHARE:
Net Income (a)................................. $ 1,767,000 $ 2,852,000 $ 3,845,000
----------- ----------- -----------
Shares:
Weighted average shares outstanding.......... 10,000,000 10,000,000 10,000,000
Add: Shares issuable from assumed issuance of
private placement shares (as determined
by the application of the treasury stock
method)................................. 344,102 344,102 396,735
----------- ----------- -----------
Weighted averages shares, as adjusted (b).... 10,344,102 10,344,102 10,396,735
----------- ----------- -----------
Primary Earnings per Share (a)/(b)............. $ .17 $ .28 $ .37
============ ============ ============
</TABLE>

<PAGE> 1
Exhibit 21
----------

SUBSIDIARIES

Subsidiary Jurisdiction % Ownership
- ---------- ------------ -----------

<S> <C> <C>
Eberline Radiometrie S.A. France 100%
Thermo Instruments Systems Ltd. U.K. 100%
Thermo Instrument Systems GmbH Germany 100%
Eberline Instruments GmbH Germany 100%
Gamma-Metrics California 100%
Gamma-Metrics International F.S.C. Inc. Guam 100%

</TABLE>

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Metrika Systems Corporation:

As independent public accountants, we hereby consent to the use of our
reports dated March 31, 1997(and to all references to our Firm) included in or
made a part of this Registration Statement on Form S-1 and related Prospectus of
Metrika Systems Corporation.

ARTHUR ANDERSEN LLP

Boston, Massachusetts
April 10, 1997

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM METRIKA
SYSTEMS CORPORATION TWELVE MONTHS ENDED 12/28/96 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-END> DEC-30-1996
<CASH> 20,229
<SECURITIES> 0
<RECEIVABLES> 11,528
<ALLOWANCES> 632
<INVENTORY> 6,347
<CURRENT-ASSETS> 40,635
<PP&E> 15,956
<DEPRECIATION> 3,856
<TOTAL-ASSETS> 66,766
<CURRENT-LIABILITIES> 31,930
<BONDS> 5,223
0
0
<COMMON> 119
<OTHER-SE> 24,742
<TOTAL-LIABILITY-AND-EQUITY> 66,766
<SALES> 52,047
<TOTAL-REVENUES> 52,047
<CGS> 28,527
<TOTAL-COSTS> 28,527
<OTHER-EXPENSES> 3,179
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 796
<INCOME-PRETAX> 6,406
<INCOME-TAX> 2,561
<INCOME-CONTINUING> 3,845
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,845
<EPS-PRIMARY> .37
<EPS-DILUTED> 0

</TABLE>