METRISA INC, 10KSB, 2000-01-13

METRISA INC
10KSB, 2000-01-13
OPTICAL INSTRUMENTS & LENSES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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Integrated Annual Report to Stockholders and
FORM 10-KSB

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[X] Annual Report Pursuant To Section 15(d) Of The Securities Exchange Act
Of 1934 For the fiscal year ended September 30, 1999

[ ] Transition Report Pursuant To Section 13 Or 15(d) Of The Securities
Exchange Act Of 1934
For the transition period from __________ to __________

COMMISSION FILE NUMBER 0-16152

METRISA, INC.
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(Name of Registrant as Specified in Its Charter)

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Delaware 04-2891557
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

(781) 275-3300
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(Registrant's Telephone Number, Including Area Code)

25 Wiggins Avenue, Bedford, Massachusetts 01730
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(Address of Principal Executive Offices) (Zip Code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Name of Each Exchange on
Title of Each Class Which Registered
------------------- ----------------
None Not Applicable

Securities Registered Pursuant to Section 12(g) of the Exchange Act:

COMMON STOCK, $.50 PAR VALUE
(Title of Class)

Check whether the Registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
other shorter period that the Registrant was required to file such reports); and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.

The Registrant's consolidated revenues for its fiscal year ended September 30,
1999 were $7,640,595. The aggregate market value of shares of the Common Stock
held by non-affiliates, based upon the average of the bid and ask prices for
such stock on December 1, 1999 was approximately $475,000. As of December 1,
1999, 1,020,474 shares of Common Stock were outstanding.

Transitional Small Business Disclosure Format Yes [ ] No [X]

<PAGE>

PART I

This Annual Report on Form 10-KSB and the documents incorporated herein by
reference contain forward-looking statements that have been made pursuant to the
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on current expectations, estimates and
projections about the Company's industry, management's beliefs, and certain
assumptions made by the Company's management. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates," variations of
such words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict; therefore, actual results may differ materially from those expressed or
forecasted in any such forward-looking statements. Unless required by law, the
Company undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
However, readers should carefully review the risk factors set forth in other
reports or documents the Company files from time to time with the Securities and
Exchange Commission, particularly the Quarterly Reports on Form 10-QSB and any
Current Reports on Form 8-K.

ITEM 1. DESCRIPTION OF BUSINESS.

BUSINESS OF METRISA, INC.

Metrisa, Inc. (the "Company") is a product development, manufacturing and
contract test services company which specializes in manufacturing instruments
and providing contract test services for measuring the properties of a wide
variety of materials, liquids and gases. The Company operates its business
through the Tytronics, Nametre, and Holometrix-Micromet Divisions. The Company's
Tytronics and Nametre divisions constitute its process analytical segment. The
Company's Holometrix-Micromet division constitutes its materials
characterization segment. The Company's Tytronics Division designs, manufactures
and markets on-line liquid and gas chemical analyzers for specific applications
and worldwide process and environmental markets. The Company's Nametre Division
also develops and manufactures in-line and laboratory viscosity analyzers, for
the process and environmental markets. The Company's Holometrix-Micromet
Instruments Division designs, manufactures and distributes instruments which
measure thermophysical (temperature) properties and perform cure monitoring of a
broad range of materials. The Company's Holometrix-Micromet Testing Services
Division provides contract test and engineering services to evaluate a number of
temperature-related performance factors of virtually any material. The
Holometrix-Micromet Testing Services Division also performs mechanical and
physical properties testing.

On May 1, 1998, the Company (formerly Holometrix, Inc.) completed a
reorganization ("Reorganization") pursuant to which Tytronics Incorporated
("Tytronics"), the majority owner of the Company, and National Metal Refining
Company ("Nametre"), the majority owned subsidiary of the Company, were merged
into the wholly-owned subsidiary of the Company, Holometrix Acquisition Corp.,
which was followed by the merger of Holometrix Acquisition Corp. into the
Company. As part of this Reorganization, Holometrix changed its name to Metrisa,
Inc., and effected a 50:1 reverse stock split of its issued and outstanding
capital stock. On February 13, 1998, Tytronics acquired the assets of Micromet
Instruments Inc. ("Micromet"), and thus Micromet was also merged into Holometrix
Acquisition Corp., but as part of Tytronics.

The Company's principal offices are located at 25 Wiggins Avenue, Bedford,
Massachusetts 01730; its telephone number is (781) 275-3300 and its facsimile
number is (781) 275-3705. The Company is a Delaware corporation, which was
incorporated on October 23, 1985.

THE COMPANY'S STRATEGY

In order to expand its market presence and increase revenue, the Company is
exploring a variety of alternatives, falling into four primary categories:

1.) ENHANCED MARKETING AND SALES EFFORTS. The Company is investing
additional resources, including new personnel, to expand its worldwide
marketing and selling effectiveness. Specific examples include improved
sales and marketing materials, broader trade show and symposium
participation, and expanded geographic coverage.

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2.) PRODUCT DEVELOPMENT. The Company is continuing to invest in the
development of new products, and in upgrading its existing products to
have more competitive features, be easier to manufacture, and have
improved margins.

3.) CORPORATE SYNERGY. The Company's Holometrix-Micromet, Nametre and
Tytronics Divisions serve many common markets and customers, including
the polymer, petrochemical, paints and coatings, and food markets.
Complementary marketing and distribution activities are underway.

4.) STRATEGIC RELATIONSHIPS. The Company continues to seek strategic
relationships and licensing, investment and acquisition opportunities
with companies having complementary product lines to those of the
Company.

BUSINESS OF TYTRONICS DIVISION

The Company's Tytronics Division designs, manufactures and markets on-line
liquid and gas chemical analyzers for specific applications in worldwide process
and environmental markets. These devices measure the concentrations of specific
chemicals and are used in both process control and environmental monitoring.
Examples are the measurement of acid and iron in steel pickling (preparation)
lines, the measurement of caustic concentration in gas scrubbers, the
measurement of aluminum and iron in potable water treatment and the measurement
of ammonia and nitrate in waste water treatment. Using the detection
technologies of titration (neutralization reaction), colorimetry (a color change
or color intensity differentiation) and spectrophotometry (a change measured in
the ultraviolet or infrared regions), the Tytronics Division focuses on
providing simple, reliable and cost-effective analytical instrumentation to its
markets worldwide.

TYTRONICS DIVISION'S INSTRUMENTS

The Company's Tytronics Division analyzers are available for on-line monitoring
of many liquids and some gasses. Typical constituents measured are aluminum,
ammonia, chlorine, chromium, copper, cyanide, fluoride, iron, phosphate,
manganese, nitrite, nitrate and zinc. Lower limits of measurement are at part
per billion (ppb) levels, and upper limits are often at percent levels. Methods
are based upon published literature methods and are adapted for use on
Tytronics' family of analyzers. Over 1800 analyzers have been sold during the
course of Tytronics' history for varied applications. They operate in a wide
variety of difficult, and sometimes hazardous, process and environmental
conditions.

The Tytronics Division's products deliver on-line analysis for process and
environmental monitoring reliably, simply and cost-effectively. On-line analysis
is often readily justified; benefits include improved yield, reduced chemical
consumption, reduced labor and increased sensitivity to environmental concerns.
The equipment provides accurate readings even with background interference of
sample color and turbidity. Little or no filtering is used for most applications
and the equipment measures both low and high concentrations of chemicals. The
interface is user-friendly, with menu-driven software, and the units may be
PC-linked to communicate with a host computer.

The Tytronics Division's family of analyzers employs a patented methodology to
capture samples. This methodology is similar to use of an overflow cup, except
that siphon action drains the sample to a final repeatable level (volume). This
sampling method uses the reaction cell to both capture the sample and accomplish
the appropriate chemical reaction, a significant reduction in complexity. Only a
single highly reliable Teflon valve connects to the process stream. Analyses are
fully automatic in all cases. Through menu-driven programming, the user can
easily change the frequency of analysis and calibration, and the outputs, as
well as most default values.

TYTRONICS DIVISION'S PRODUCTS.

The Tytronics products can be classified into five product lines: Ion Selective
Electrode analyzers, titrators, colorimeters, spectrophotometers and the
Tytronics'(R) Sentinel.

Ion Selective Electrode Analyzers (FPA 200)
---------------------------------
The FPA 200 Series delivers reliable measurements of selective ions. Ion
selective electrodes, which are the sensing technology employed, are
measurement devices sensitive to the presence of a particular ion. The FPA
200 employs a patented sampling method which uses the reaction cell to
capture the sample, thus reducing complexity.

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Titrators (FPA 300 and FPA 400)
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The FPA 300 series delivers reliable on-line titration. The FPA 300 series
titrates using a variety of electrodes, which sense the maximum rate of
microvoltage change in a particular chemical reaction. The FPA 400 series
adds the capacity to titrate to a color endpoint, sensing the maximum rate
of change of color in a chemical solution. The colorimetric endpoint
(maximum color change) is sensed with light which is carried from and
returned to the source/detector by fiber optics. Colorimetric titration
offers on-line analytical capability at trace levels in applications such
as monitoring plant effluent and municipal water, and environmental
analysis in general.

Colorimeters (FPA 800)
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The FPA 800 series delivers reliable on-line colorimetric analysis. These
analyzers are configured to make precise reagent additions that, in
combination with the chemical being measured, develop a characteristic
color. The color is developed by reaction following well-established
techniques. Direct colorimetry offers on-line analytical capability at
trace levels in applications such as monitoring plant effluent and
municipal water, and environmental analysis in general.

Spectrophotometers (FPA 1000 and FPA 1100)
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The FPA 1000 and 1100 series delivers reliable on-line photometric (light
source) analysis, offering on-line analytical capability at both trace and
higher levels. These spectrophotometers are applicable to both process and
environmental applications, and use well-established spectrophotometric
techniques of analysis.

Tytronics'(R) Sentinel
----------------------
The Tytronics'(R) Sentinel series delivers simple, reliable and
cost-effective on-line colorimetric and ISE analysis, directed primarily
at the potable and waste water markets. Colorimetric analyzers are
configured to make precision reagent additions to develop a characteristic
color. Tytronics'(R) Sentinel offers multi-streaming; analyzers can be
expanded to analyze up to 6 separate sample streams.

TYTRONICS DIVISION'S MARKETS

The Company's Tytronics Division's chemical analyzers are primarily sold to the
chemical/ petrochemical/refinery and water treatment markets. Within the
chemical/petrochemical/refinery market, the Division's instruments are used for
both process control and effluent monitoring. In the water treatment market, the
Tytronics Division's products are used for the control and monitoring of both
potable water and wastewater treatment. A number of the Division's instruments
are also sold to the food, beverage and textile industries. Management believes
(based on a market study entitled Process Analyzer Market, 1994-1999, by PAI
Partners, Leonia, New Jersey, May 1995) that current markets for process
chemical analyzers total approximately one billion dollars annually.

BUSINESS OF NAMETRE DIVISION

The Company's Nametre Division specializes in developing and manufacturing
in-line and laboratory viscosity analyzers. These analyzers are used to measure
the viscosity (thickness and density) and viscoelasticity (pliability) of a wide
range of material and are sold into the polymer manufacturing, petrochemical,
food, paints and coatings and pulp and paper markets.

NAMETRE DIVISION PRODUCTS

The Nametre Division engages in the development, production and distribution of
viscosity analyzers under the trade names, "Viscoliner(R)" and "Rheoliner(R)".
The analyzers measure the viscosity and viscoelasticity of a wide range of
materials. Products are developed and manufactured for both on-line process
monitoring and control, and laboratory use. The vast majority of analyzers sold
are for in-line process control. Such analyzers are used to provide
manufacturers with viscosity information, which is often critical to ensuring
proper material formulation and material production. Applications and markets
that routinely use viscosity analyzers include the polymer, petrochemical, food,
paints and coatings, and pulp and paper industries.

The Nametre Division has over thirty years of experience in the viscosity
measurement business. The basic technology underlying the Nametre Division's
analyzers is the use of an oscillating sensor that is inserted into a stream of
material in a process line (pipe or vessel). The sensor oscillates at a constant
amplitude. The viscosity of a

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product is then determined on the basis of the electrical power needed to
maintain the oscillation amplitude in the presence of the viscous material. The
principles of measurement of the Viscoliner product are currently covered by
U.S. patents.

The Viscoliner product line consists of five different models: the 1810 for
in-line process monitoring and control, the 300 for paints and coatings and the
1710 for laboratory analysis. In early fiscal 1999, the Nametre Division
introduced two new analyzers: the 410 for paints, inks and coatings, and the 610
for resins, oils, paints and inks.

The 1810 is an on-line viscometer that is applicable to a wide range of
materials and applications, including difficult services such as high pressures
and temperatures. It is microprocessor controlled. The model 1810 is typically
utilized in the polymer market. Recent developments include PC based software,
"Viscontrol" for analyzer control, data acquisition and interface to factory
control systems.

The Viscoliner model 300 is also an on-line analyzer. It is similar to the model
1810 in its concept of operation; however, it is configured primarily for paint,
ink and coatings applications. The Viscoliner model 410 is also an on-line
viscosity analyzer for paints, inks and coatings, but with significantly
enhanced electronics, and will largely replace the model 300. The Viscoliner
model 610 is another on-line viscosity analyzer, designed for higher
temperatures and pressures than the model 410. To some degree, it will replace
the model 1810 analyzer in certain applications.

The Viscoliner model 1710 is a laboratory version of the model 1810. This
instrument is used primarily for research, product development and quality
assurance. Applications include the full range of markets that Nametre serves.

THE NAMETRE DIVISION'S MARKETS

The Nametre Division's analyzers are sold primarily to product and material
manufacturers engaged in the production and use of plastics, chemicals, foods,
paints, inks or coatings and paper and pulp. A number of analyzers are also sold
to government laboratories and universities. Management believes (based on its
internal calculations of the sales of companies that it has identified as
competitors) that the current market for process viscosity totals approximately
$20-$25 million annually.

TYTRONICS AND NAMETRE DISTRIBUTION

The Tytronics and Nametre Divisions market their products in the U.S. and
internationally through the combination of direct sales force and a network of
independent manufacturer's representatives and distributors. The Divisions
actively advertise their products in industry trade journals, attend various
U.S. and international trade shows and maintain a home page on the World Wide
Web to promote their products and services.

Current products are sold in North America directly from the Company's offices
in Bedford, Massachusetts. Sales for both the Tytronics and Nametre Divisions
amounted to approximately 62% of total Company revenue for fiscal year 1999.
Domestic sales and marketing for both the Tytronics and Nametre Divisions are
handled in-house by a professional sales staff, supporting independent
manufacturers' representatives. Overseas sales (primarily to Europe and the Far
East) are made through independent distributors and sales agents, again managed
by sales and marketing professionals. Product visibility is maintained through
active participation in regional, national and international trade
organizations, including Instrument Society of America, American Water Works,
Water Environment Federation and the New England Water Works Association.

BUSINESS OF HOLOMETRIX-MICROMET DIVISION

HOLOMETRIX-MICROMET INSTRUMENTS GROUP

The Company's Holometrix-Micromet Instrument Division Group engages in the
development, production and distribution of instruments under the trade names
"Holometrix" and "Micromet". The Group currently designs, manufactures and
markets instruments that measure the thermophysical properties and perform cure
monitoring of a broad range of materials for research, product development and
quality-control applications. Information about thermophysical and cure
properties is used to quantify the performance, quality, and/or composition of
various materials such as insulation, composites, plastics, and ceramics. In
addition to their importance in advanced

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materials development, the Group's instruments are used as research tools to
address worldwide environmental issues, including energy conservation, plastics
recycling and nuclear waste disposal.

The Holometrix-Micromet Division has over 30 years of experience in
thermophysical (temperature) properties testing. The basic technology underlying
the Group's instruments is the application of heat energy to a material under
test and the measurement of the results of such an application. The precise
measurements and the containment of heat, combined with equally precise
temperature measurement and control, are key elements in the design of nearly
all of the Group's products. Many instruments encompass
microprocessor-controlled data collection and analysis, resulting in the fully
automated calculation of material properties, such as thermal conductivity and
specific heat. The nature of heat transfer through a material, resulting from
the application of energy, varies depending on the material's type and
composition. Therefore, a different methodology is required to test different
types of material. The Group manufactures various instruments incorporating
these different methodologies.

The five Holometrix product lines consist of thirteen instrument models, plus
Holometrix' proprietary Q-Lab(TM)automation software. Ongoing development
efforts have resulted in new instrument products that are fully automated,
incorporating either PC interface, or internal microprocessors. Revenues are
also derived from service and spare parts.

HOLOMETRIX PRODUCTS

Heat Flow Meters
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The Heat Flow Meter technique is an easy and rapid method for testing the
thermal conductivity and thermal resistance (R-value) of insulation. This
type of instrument is widely used in both the quality control testing and
the development of insulation products. Federal trade rules require
insulation manufacturers to measure the thermal resistance (R Value) by
the heat flow meter method, or similar techniques, as part of the
procedure for labeling their products. In 1996 the Company introduced the
new Lambda 2000 Series of heat flow meter products. These instruments
contain an advanced instrumentation and control concept for which a patent
has recently been allowed.

Guarded Heat Flow Meters
------------------------
The Guarded Heat Flow meter method permits the testing of moderate
conductivity materials. Customers use these instruments to establish safe
operating temperatures and thermal efficiency of products ranging from
electronic and semiconductor components to adhesives, and for heat
transfer modeling of many industrial processes, including injection
molding of polymers. Thermal conductivity data from these instruments is
important to the plastics, electronics, automotive, aerospace and food
processing industries.

Guarded Hot Plates
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These instruments are used primarily as research tools to measure thermal
conductivity in porous and solid materials over a wide range of
temperatures, environmental conditions and material types. This technique
is used to measure materials from cryogenic (very cold) to very high
temperatures.

Laserflash Instruments
----------------------
These instruments utilize a sophisticated, high-performance Laser Flash
Thermal Diffusivity (speed of heat through material) (LFTD) technique to
measure both thermal diffusivity and specific heat from -170 C to 2000 C.
Data from these instruments is used by customers to determine safe
operating temperatures, quality assurance, design and process control for
composition, molding, heating or cooling rates, and thermal performance
analysis. Typical applications include the characterization of materials
for electronic, aerospace propulsion, automotive materials and
semiconductor material design and manufacturing.

MICROMET PRODUCTS

Micromet has over 16 years experience in cure monitoring and dielectric analysis
of a wide range of polymer materials. The basic technology underlying these
instruments is the dielectric measurement of electrical conductivity or
ultrasonic measurement of sound speed in a material to determine its state of
cure and relative viscosity. Temperature control, applications software and
precise frequency control are all key elements in the design of Micromet
instruments. The determination of the state of cure of a material is crucial to
the design of processes for making composite of plastic parts used in aerospace,
automotive, and electronic packaging applications. Typical

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users include process development and quality control groups at large aerospace
firms, composite material developers and suppliers, and polymer material
suppliers.

ICAM
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The ICAM products are used for in-process monitoring and quality
control of molding processes for polymer and composite manufacturing.
Typical applications include monitoring large structural parts for
aerospace, automotive and other structural composite applications.

System III
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The System III line of instruments provide highly accurate evaluation
of cure properties of polymers. This product line primarily supports
product development and process development laboratories in the
plastics, aerospace, automotive and electronics markets.

Other
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Other Holometrix and Micromet products include specialized
thermophysical property, cure monitoring and molding monitoring
instruments.

HOLOMETRIX-MICROMET TESTING SERVICES GROUP

The Testing Services Group maintains a thermophysics laboratory which provides
contract test and engineering services to evaluate various temperature-related
performance factors of virtually any material. Testing is generally performed to
ASTM (American Society of Testing and Materials) standards. In addition,
insulation testing is provided under NVLAP (the National Voluntary Laboratory
Accreditation Program) accreditation. NVLAP is supported by the National
Institute of Standards and Technology. The Testing Services Group also
demonstrates the capabilities of Holometrix instruments to potential customers,
provides significant input to outside technology steering groups which establish
the standards for industry instrument utilization, and provides valuable
technical and marketing input for product development. The Group's experience
and capabilities cover a broad scope of temperature range, environmental
conditions, sample size and property magnitude. In addition to thermophysical
testing of materials, the Group also offers selected mechanical and moisture
testing of materials.

The Group's testing capabilities complement the Company's customer research and
product development activities. Thermophysical testing of materials is not a
routine capability and competence for most material development departments.
Thus, testing service customers tend to be repeat customers who use the Testing
Services Group as a complement to their capabilities.

HOLOMETRIX-MICROMET MARKETS

Holometrix' thermophysical instruments and Micromet's cure monitoring
instruments are sold primarily to materials laboratories engaged in the
development, process development and testing of insulations, building materials,
advanced engineered materials, plastics and packaging manufacturers, aerospace
manufacturers and government laboratories. A number of instruments are also sold
to insulation manufacturing facilities. Management believes (based on its
internal calculations of the sales of companies that it has identified as
competitors) that current markets for thermal conductivity instruments and
testing services total approximately $10 - $15 million annually. The Group has
also identified engineered materials, electronics and specialty plastics
industries as promising markets for the instruments. The Company markets its
Holometrix-Micromet products and services in the U.S. and internationally
through the combination of a direct sales force and a network of independent
distributors and sales agents. The Company actively advertises its
Holometrix-Micromet products in industry trade journals and also attends various
U.S. and international trade shows to promote its products and services.

HOLOMETRIX-MICROMET DISTRIBUTION

Current products and test services are sold in North America directly from the
Company's offices in Bedford, Massachusetts. Sales for the Holometrix-Micromet
Division amounted to 38% of total Company revenue for fiscal year 1999. Domestic
sales and marketing are handled in-house by a staff of sales professionals and
an administrator. Overseas sales (primarily to Europe and the Far East) are
managed by through independent distributors and sales agents by a professional
staff. In addition to the internal sales force, testing services are sold by
individual project managers responsible for specific testing areas. Product
visibility is maintained through active participation in

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national and international trade organizations, including the ASTM. Additional
visibility is maintained through advertising, exhibitions, informational
mailings, technical application notes and customer demonstrations.

THE COMPANY'S CUSTOMERS

During fiscal 1999, the Company had total revenues of approximately $7,640,595,
compared to $8,252,450 in fiscal 1998. One customer accounted for approximately
8% and 11% of sales in fiscal 1999 and 1998 respectively.

THE COMPANY'S BACKLOG

As of September 30, 1999, the Company's backlog for products and services
totaled $718,000, as compared to $722,000 in backlog as of September 30, 1998.
Virtually all backlog at September 30, 1999 is expected to be delivered before
September 30, 2000.

THE COMPANY'S COMPETITION

The Company's competitive advantage lies in its ability to develop and produce a
broad spectrum of products in several different market niches. Competitive
factors include product performance, quality and reliability, ease of use,
marketing capability, service and support, and name recognition. Competition is
intense. The Company's Tytronics Division Process Analyzer Products experience
direct competition with Applicon Instruments BV, FPM Analytics, Inc., Ionics,
Inc., Polymetron and Seres. The Tytronics Division's potable water and waste
water analyzers experience direct competition from ABB Kent-Taylor Ltd., Aztec,
Bran & Luebbe Inc., Dr. Bruno Lange GmbH, Hach Company, pHox, Polymetron, Skalar
Inc., and Seres. The Company's Holometrix-Micromet Instruments Division
experiences direct competition for its heat flow meters from Anter Corporation
and LaserComp Inc. Thermaflash has strong competition from Sinku Riko in the Far
East, Netzsch GmbH, Theta Industries and Anter Inc. in Europe and North America.
The Holometrix-Micromet Testing Services Division competes as a broad-capability
independent laboratory performing thermal property studies. There are no other
known companies or laboratories that encompass the Division's entire
capabilities, however, many laboratories offer a subset of the Division's
services. Competitive contracts are awarded based on price, testing capability
and credibility of the test results. The following sample laboratories compete
in the market sectors indicated: Engineered Materials - Thermophysical
Properties Research Laboratory Inc., Anter Laboratories, Inc., The Edward Orton
Jr. Ceramic Foundation, Southern Research Institute, and Virginia Polytechnic
Institute; Insulations - Southern Research Institute, Sparrell Engineering
Research Corporation, and The Center for Applied Engineering; Government - Oak
Ridge National Laboratory and National Institute of Standards and Technology.
The Company's Nametre Division's major competitors are Brookfield Engineering
Laboratories, Solatron Transducers, MicroMotion Division of Fisher Rosemount,
Norcross Corporation and Dynatrol Division of Automation Products, Inc.
Management believes the Company competes favorably in each of these areas. The
Company can give no assurance that its current or future products will remain or
be competitive in these areas.

The market for scientific measuring instrumentation is also characterized by
extensive research and development and rapid technological change. Development
by others of new or improved products or technologies may make the Company's
products or proposed products obsolete or less competitive. The Company may be
required to devote substantial efforts and financial resources to increase its
existing product lines by developing new products and services.

RESEARCH AND DEVELOPMENT

The Company expended $621,661 and $663,106 on research and development or 8% of
sales, in each of fiscal 1999 and 1998. The Company expects that in fiscal 2000
its research and development expenditures will be approximately 8% of sales.

THE COMPANY'S PATENTS AND PROPRIETARY TECHNOLOGY

The Company develops proprietary information and technology, including software
programs, in the course of its research and development activities. Management
believes that patent and copyright protection are important, but less
significant than the technical competence and creative skills of the Company's
personnel, the performance and reliability of the Company's products and
competitive marketing, pricing and customer service.

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The Company's Holometrix-Micromet Division has recently been issued a patent
that describes the unique control of its new Lambda 2000 Series heat flow meter
product line. The Nametre Division owns eight patents, including patents that
cover the basic transducer and electronics for viscosity measurement, the method
and apparatus for viscoelastic measurements, and the transducer for high
viscosity measurements in extruders. The patents expire in various years from
2001 to 2011. The Tytronics Division holds three patents, two in the area of
sample capture methodologies, and one for a particular form of
spectrophotometric calibration.

The Nametre Division owns or has applied for four trademarks. The Tytronics
Division holds a broad variety of worldwide trademarks, and has copyrighted
certain selected information. The Holometrix-Micromet Division owns eight
trademarks. The Company does not believe its trademarks are material to the
conduct of the business.

GOVERNMENTAL REGULATIONS

There is presently no material government regulation with respect to the
Company's businesses and its development of products. The extent to which future
governmental regulations may regulate the Company's activities cannot be
predicted, and the Company may be subject to restrictions on allowable costs and
profits on U.S. government contracts and the export of its technology to other
countries as it seeks to expand further into foreign markets.

EMPLOYEES

As of September 30, 1999, the Company had 45 employees, 38 of whom were employed
full-time. Most of the Company's employees are highly skilled and the Company's
continued success will depend, in part, upon its ability to attract and retain
such skilled employees. The Company has never experienced a work stoppage, none
of its employees are represented by a labor organization, and the Company
considers its relations with its employees to be good.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company occupies approximately 15,200 square feet of production, research
and development, engineering, administrative and service facilities at 25
Wiggins Avenue in Bedford, Massachusetts. The Company occupies this facility
under a lease that expires September 30, 2002. The Company's Nametre Division
also leases approximately 4,000 square feet of production, service, research and
development and engineering administrative space at 101 Liberty Street,
Metuchen, New Jersey. The Nametre Division occupies this facility on a
month-to-month basis under an operating lease. The Company has notified the
landlord of its New Jersey facilities that it intends to terminate its lease of
the New Jersey facility effective as of January 15, 2000 and consolidate its
operations in its existing Bedford, Massachusetts facilities. The Company's
rental expense for fiscal 1999 was approximately $159,567.

The Company considers its facilities to be reasonably insured and adequate for
its foreseeable needs and believes that similar facilities are available in the
Boston, Massachusetts metropolitan areas at comparable rental rates.

Substantially all of the machinery and equipment used by the Company in its
operations is owned by the Company and management considers this equipment to be
in good condition. All of the machinery and equipment owned by the Company is
subject to a security interest in favor of Finova Mezzanine Capital, Inc.
("Finova"), formerly Sirrom Capital Corporation, and is subject to a senior
security interest in favor of Silicon Valley Bank, to which Finova's interest is
subordinated.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company is
a party or to which any of its properties are subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of stockholders during the fourth
quarter of the Company's 1999 fiscal year.

9
<PAGE>
PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's Common Stock is not quoted in the over-the-counter
market. There currently does not exist an active trading market for the
Company's securities. The following table sets forth the range of high and low
bid quotations for the Company's Common Stock as reported by the National
Quotation Bureau of New Jersey.1

Fiscal Year 1998 Low High
- ---------------- --- ----
First Quarter Ended December 31, 1997 $0.002 $0.01
Second Quarter Ended March 31, 1998 0.01 0.01
Third Quarter Ended June 30, 1998 0.01 0.1875
Fourth Quarter Ended September 30, 1998 0.0625 0.1875

Fiscal Year 1999 Low High
- ---------------- --- ----
First Quarter Ended December 31, 1998 $0.0625 $1.5000
Second Quarter Ended March 31, 1999 0.6250 1.6250
Third Quarter Ended June 30, 1999 0.6250 1.1563
Fourth Quarter Ended September 30, 1999 1.1563 1.1563
- --------------------

1 Effective May 1, 1998, the Company adopted a 50 for 1 reverse stock split
of all shares of its issued and outstanding Common Stock. The high and low
bid quotations listed in the table for periods prior to the third quarter
ended June 30, 1998 have not been adjusted for this stock split.

These quotations represent prices between dealers and do not include
retail markups, markdowns or commissions and may not necessarily represent
actual transactions. There were 337 holders of record of the Company's
outstanding capital stock as of December 1, 1999.

Since its organization, the Company has not paid any cash dividends on
its capital stock. The Board of Directors does not contemplate declaring any
dividends in the near future. Any declarations of dividends will be determined
by the Board of Directors in light of the conditions then existing, including
the Company's earnings, its financial condition and working capital needs, any
agreements restricting the payment of dividends, and other factors. Certain
agreements with the Company's financing sources include covenants which
currently restrict the Company from paying any cash dividends.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

SELECTED FINANCIAL DATA:
STATEMENT OF INCOME DATA
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Net sales $7,640,595 $8,252,450
Net (loss) income ($1,090,038) $220,584
Net (loss) income per Common share-basic and diluted ($1.07) $0.22
Weighted average Common shares outstanding-basic and diluted 1,021,320 1,022,911

CONSOLIDATED BALANCE SHEET DATA
Working capital $1,545,799 $3,263,552
Total assets $6,565,804 $8,207,908
Long-term obligations, excluding current portion $2,071,541 $2,833,777
Stockholders' Equity $1,676,228 $2,778,539
</TABLE>
10
<PAGE>

OVERVIEW

On May 1,1998, the Company (formerly Holometrix, Inc.) completed a
reorganization ("Reorganization") pursuant to which Tytronics Incorporated
("Tytronics"), the majority owner of the Company, and National Metal Refining
Company ("Nametre"), the majority owned subsidiary of the Company, were merged
into the wholly-owned subsidiary of the Company, Holometrix Acquisition Corp.,
which was followed by the merger of Holometrix Acquisition Corp. into the
Company. As part of this Reorganization, Holometrix changed its name to Metrisa,
Inc., and effected a 50:1 reverse stock split of its issued and outstanding
capital stock. On February 13, 1998, Tytronics acquired the assets of Micromet
Instruments Inc. ("Micromet"), and thus Micromet was also merged into Holometrix
Acquisition Corp., but as part of Tytronics.

Although Metrisa is the surviving corporation, because the shareholders
of Tytronics obtained a majority of voting rights in Metrisa, Tytronics is
deemed to be the acquiring entity for accounting purposes. Accordingly, the
Reorganization has been accounted for as a recapitalization of Tytronics and the
acquisition by Tytronics of the minority interests of Metrisa (formerly
Holometrix) and Nametre under the purchase method of accounting in accordance
with Accounting Principles Board Opinion No. 16, Business Combinations. The
accompanying financial statements reflect at the closing date, the acquisition
by Tytronics of the minority interest of Metrisa and Nametre based on an
independent valuation of Tytronics, Nametre, and Metrisa by Fechtor Detwiler &
Co., investment bankers.

A 50 to 1 reverse stock split was effected in May 1998 in connection
with the Company's Reorganization and resulting recapitalization. In addition,
the Company's Certificate of Incorporation was amended to change its authorized
common stock and par value to 2,000,000 shares with a $.50 par value. All net
income per share information and common stock information presented in the
accompanying consolidated financial statements and notes to the financial
statements have been retroactively restated to reflect the stock split and
recapitalization.

The accompanying consolidated financial statements have been prepared
in accordance with generally accepted accounting principles. Earlier financial
statements include the accounts of Tytronics and subsidiaries for all periods
ending September 30, 1997. The accounts of Metrisa, Inc. including the effects
of the Reorganization from the closing date on, are presented for the periods
ending September 30, 1998 and 1999.

Results of Operations
- ---------------------

Fiscal Year Ended September 30, 1999 as compared to Fiscal Year Ended September
- -------------------------------------------------------------------------------
30, 1998
- --------

Net sales for the 1999 fiscal year totaled $7,640,595 as compared to $8,252,450
in the comparable period of 1998, a decrease of $611,855. This decrease of
approximately 7% is primarily due to a reduction in sales in Asia, and a
reduction in viscosity product sales worldwide.

Cost of sales increased by $26,878, or 1% from $3,721,015 (45% of sales) in
fiscal 1998 to $3,747,893 (49% of sales) in the same period of fiscal 1999. This
percentage increase of 4% was a result of increased inventory reserves, offset
by a decline in sales.

Selling, general and administrative expenses increased by $444,108, or 13%, from
$3,403,074 (41% of sales) to $3,847,182 (50% of sales). This increase is
primarily due to the inclusion of Micromet's marketing and sales expenses for a
full year (versus seven months in fiscal 1998), a full year of amortization of
expenses of the Reorganization (versus five months in fiscal 1998), and an
increase in the allowance for doubtful accounts.

Research and Development decreased by $41,445, or 6%, from $663,106 (8% of
sales) to $621,661 (also 8% of sales) as a result of slightly decreased staffing
in this area.

The restructuring charge of $149,288 is the expense incurred as a result of the
closure of the Company's Nametre division in New Jersey, and subsequent
consolidation, in part, in the Company's Massachusetts facility. The decision to
consolidate was made and announced in June 1999, due to Nametre's decreased
sales volume and substantial losses. At that same time, the decision was
announced to all employees, with Metuchen operations continuing through the
close of Fiscal 1999, and relocation occurring in November 1999. Complete
closure of the New Jersey facility will occur in January 2000. This charge is
primarily for employee severance and certain nonrecurring charges. The Company
believes that it has retained sufficient material, technology and personnel to

11
<PAGE>

support this business. The Company also believes that the net effect of these
personnel and facility changes will reduce operating costs by approximately
$300,000 annually.

Loss from operations was $725,429 for fiscal 1999, compared with income from
operations of $465,255 for fiscal 1998. This loss was primarily a result of
decreased sales coupled with increased selling, general and administrative
expenses, and inclusion of the Nametre restructuring charge.

Net loss was $1,090,038 for fiscal 1999 compared to net income of $220,584 for
fiscal 1998. This decrease in net income was due to the significant operating
loss discussed above; and an increase in net interest expense (primarily due to
interest on a subordinated debt financing) of $209,992 from $152,288 to
$362,280, offset by reductions in other income and minority interest.

LIQUIDITY AND CAPITAL RESOURCES

Total assets at September 30, 1999 decreased to $6,565,804 from $8,207,908, a
decrease of $1,642,104 or 20%. This decrease in assets was primarily caused by
decreases in cash, accounts receivable, inventory and other assets, offset by
small increases in prepaid expenses and equipment and fixtures. Cash decreased
by $1,170,069 as the result of debt repayment, funding of operating losses and
increased interest payments. Accounts receivable decreased by $142,356 as a
result of lower fourth quarter sales and an increased allowance for doubtful
accounts. Inventory decreased by $173,930, primarily as a result of increased
excess and obsolescence reserves. Other assets decreased by $175,371, primarily
due to the amortization of goodwill, patents, and certain financing costs.

Total liabilities at September 30, 1999 decreased to $4,889,576 from $5,429,369
on September 30, 1998, a decrease of $539,793 or 10%. This decrease in
liabilities was primarily due to decreases in accounts payable and long term
debt, offset by increases in notes payable to bank and accrued expenses.
Accounts payable decreased by $52,105, due to slightly more rapid vendor
payments. Long term debt decreased by $762,236, due to required debt repayments,
the largest of which was $368,999 to Silicon Valley Bank, eliminating their term
loan, and $208,166 to GeoCenters, Inc., as final payment for the acquisition of
Micromet. Notes payable to bank increased by $275,879, all of which was used to
repay the Silicon Valley Bank term loan noted above. Accrued expenses and other
increased by $61,356, due to the inclusion of the Nametre restructuring charge,
offset by decreases in other accrued expenses, primarily taxes payable.

Operating cash flows were negative in fiscal 1999 amounting to a cash outflow of
$314,122 as compared to a cash inflow of $154,480 in fiscal 1998. Operating cash
flows equaled the sum of net losses of $1,090,038 plus the gain on sale of
equipment of $3,671, offset by deferred taxes of $6,000, depreciation and
amortization of $445,095, an increase in the allowance for doubtful accounts of
$88,500, an increase in the provision for inventory of $185,234, and net changes
in other current assets and liabilities of $54,758.

The Company funded increases in equipment and fixtures of $168,383, offset by
sales of equipment of $13,500, and increases of other assets of $83,430,
resulting in net cash used in investment of $238,313. The increases in equipment
and fixtures were primarily in equipment for Holometrix' Testing Services, and
the purchase of computer systems in support of a new automated accounting and
management system.

As noted earlier, the Company increased its line of credit with Silicon Valley
Bank by $275,879, and repaid long term debt of $875,852. The Company made lease
payments of $5,388 against it's capital lease. It also purchased Treasury Stock
for $12,993, and had proceeds from the exercise of outstanding options to
purchase shares of common stock of $720, all resulting in net cash used by
financing activities of $617,634.

The net affect of all these transactions was a decrease in cash of $1,170,069,
providing cash at fiscal 1999 year-end of $1,298,984.

Notes Payable Line of Credit, Subordinated Debt Loan
- ----------------------------------------------------

As of September 30, 1998, the Company was a party to a Silicon Valley Bank
combined line of credit and term loan of $1,750,000 secured by substantially all
of the assets of the Company. As of September 23,1999, this line was decreased
to $1,250,000 through repayment and retirement of the $500,000 term loan.
Advances under this line

12
<PAGE>

cannot exceed 75% of the Company's eligible accounts receivable plus 20% of
inventory, as defined. All outstanding amounts are payable on demand and
advances are contingent upon maintaining certain covenants relative to cash and
borrowing availability under the line of credit. As of September 30, 1999, total
advances under this line of credit were $488,938, compared to total advances
under the combined line of credit and term loan of $582 058 as of September 30,
1998. As of September 30, 1999, the Company was in compliance with all covenants
on this line of credit.

As of September 29,1998, the Company was party to a $2,000,000 subordinated debt
financing agreement with Finova secured by substantially all of the assets of
the Company, but subordinated to the Silicon Valley Bank financing. This loan is
due in full September 30, 2003, with interest-only payments for the first two
years, and partial payments beginning October 1, 2000. This financing requires
maintenance of a covenant in which the ratio of long term debt (excluding
current portion) to EBITDA cannot exceed certain levels. As of September 30,
1999, the Company was not in compliance with this covenant; subsequently, this
covenant was waived.

Subsequent Event, Subordinated Debt Loan
- ----------------------------------------

On January 11, 2000, the Company entered into an agreement with an existing
shareholder and subordinated debt lender, Massachusetts Technology Development
Corporation ("MTDC"), and Finova. MTDC was the holder of a subordinated
promissory note for $450,000, due November 23, 1999. Finova is the holder of a
subordinated promissory note for $2,000,000, payable in full on October 1, 2003.
Under the agreement, MTDC converted $225,000 of the promissory note into 94,937
shares of the Company's common stock, at a conversion price of $2.37 per share,
and the Company repaid the remaining balance on the promissory note of $225,000.
The Company also repaid $100,000 of the Finova subordinated promissory note and
issued a warrant to Finova for 4,310 shares of the Company's common stock, at a
price of $0.50 per share.

In connection with this agreement, existing stockholders, including an officer,
purchased additional equity of 116,939 shares of common stock for $277,145, at a
price of $2.37 per share. In addition, directors of the Company, including
officers, exercised options for 32,843 shares of the Company's common stock for
$47,895.

As a result of this transaction, outstanding common stock increased from
1,020,747 to 1,265,193 and warrants and options outstanding decreased from
699,064 to 505,717. The financial statement effect of the transactions has been
reflected on the Company's balance sheet as pro forma adjustments.

Other Company Initiatives
- -------------------------

The Company expects to continue to invest in enhanced sales and marketing
efforts, new product development, and the development of strategic
relationships, including licensing, acquisitions, mergers, or OEM agreements.
Management believes that operating capital, the line of credit from Silicon
Valley Bank, and the $2,000,000 subordinated debt financing from Finova, plus
the subsequent financing agreement among current investors, MTDC and Finova,
will provide sufficient capital to maintain stable Company operations throughout
fiscal 2000. The Company believes that its strategic initiatives, the recently
completed Nametre restructuring, and other costs savings will provide stable
Company operations for the foreseeable future. However, there can be no
assurance that additional or adequate profitability and operating funds will be
generated as a result of such cost reductions or that strategic relationships
will materialize, or that additional funding, if required, can be obtained on
acceptable terms.

New Accounting Pronouncements
- -----------------------------

In June 1998, The Financial Accounting Standard board issued SFAS No.
133, "Accounting of Derivative Instruments and Hedging Activities." SFAS No. 133
provides a comprehensive and consistent standard for the recognition and
measurement of derivatives and hedging activities. The new standard requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
SFAS No. 133 is effective for fiscal years beginning after June 15, 1999. The
Company will adopt the new standard for the fiscal year ending September 30,
2000. Management is evaluating the impact of SFAS No. 133 may have on the
Company's financial statements.

13
<PAGE>

YEAR 2000 ("Y2K")

The Company is aware of the issues related to the approach of the Year
2000 and has assessed and investigated what steps must be taken to ensure that
its critical systems and equipment will function appropriately after the turn of
the century. The assessments included a review of what systems and equipment
need to be changed or replaced in order to function correctly.

With the exception of remediation and implementation consequences not
known to the Company at this time, the Company believes that all systems should
be fully implemented by the end of the fourth quarter of fiscal 1999.

As part of the Company's assessment of Y2K issues, consideration was
given to the possible impact upon the Company from using purchased software,
suppliers and outside service providers. The Company's efforts with regard to
Y2K issues are dependent in part upon information received from such suppliers
and vendors upon which the Company has reasonably relied. While it is not
possible for the Company to predict all future outcomes and eventualities, the
Company is not aware, at this time, of any Y2K non-compliant situations with
regard to any of its purchased software or its use of suppliers and outside
service providers.

The Company spent approximately $100,000 to fully implement its Y2K
compliance program. All Y2K costs have been and will continue to be funded from
operations.

The Company has formulated a contingency plan to deal with Y2K issues.
However, due to the complexity and widespread nature of such issues, the
contingency planning process of necessity must be an ongoing one requiring
possible further modification as more information becomes known regarding (1)
the Company's own systems and facilities, and (2) the status and changes therein
of the Y2K compliance efforts of outside suppliers and vendors. As significant
Y2K uncertainties remain outside the control of the Company, at this time the
Company is unable to determine a most reasonably likely worst case scenario.

14
<PAGE>

ITEM 7. FINANCIAL STATEMENTS.

The Company's consolidated financial statements and the related
auditors' report are presented on pages F-1 through F-21. The financial
statements filed in this Item 7 are as follows:

Item Page
- ---- ----

Reports of Independent Accountants F1

Balance Sheets - September 30, 1999 and 1998 F2

Statements of Income for the years ended
September 30, 1999 and 1998 F3

Statements of Stockholders' Equity for the years ended
September 30, 1999 and 1998 F4

Statements of Cash Flows for the years ended
September 30, 1999 and 1998 F5

Notes to Financial Statements F6

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

The Company filed a report on Form 8-K dated September 24, 1998
relating to a change in the Company's independent accountants which is
incorporated herein by reference.

15
<PAGE>

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following is a list of the directors and executive officers of the Company
as of December 1, 1999:

Name Age Position
- ---- --- --------
John E. Wolfe 61 President, Treasurer, CFO and Director
Richard Mannello 42 Vice President & General Manager
Joseph J. Caruso 56 Director
Joaquim S. S. Ribeiro 63 Director
Salvatore J. Vinciguerra 61 Director
Emile Sayegh 45 Vice President and Director
Eric F. Mooney 68 Vice President

Each director is elected to hold office until the next annual meeting of
stockholders, and until his successor is elected and duly qualified. Executive
officers are elected by the Board of Directors and hold office until their
successors are chosen and qualified, subject to earlier removal by the Board of
Directors.

Mr. Wolfe joined the Company as a Director in November 1994 and was
elected President and Treasurer of the Company in February 1995. From 1987 to
May 1998, Mr. Wolfe was also President and Chief Executive Officer and a
director of Tytronics Incorporated, the Company's former parent company.
Previously, Mr. Wolfe was employed by EG&G's Fluid Components Technology Group,
serving as Senior Vice President, Western Hemisphere Operations, and Vice
President and General Manager, Engineered Products Division. Mr. Wolfe is also a
Director of Colorado MEDtech, in Boulder, Colorado, a publicly held medical
products company. Until May 1999 he was on the Board of Trustees of Bryant
College in Smithfield, Rhode Island, and was recently Chairman of that Board.
Mr. Wolfe recently joined the Board of Jobs For The Future. Mr. Wolfe holds a
B.S. in Electrical Engineering from Worcester Polytechnic Institute, an S.M., as
a Sloan Fellow, from the Massachusetts Institute of Technology, and he has
completed the Advanced Management Program at the Harvard Business School.

Mr. Mannello joined the Company as Director, Marketing, Sales and
Engineering in November 1995. He was elected Vice President and General Manager
in November 1996. Previously Mr. Mannello was Manager of Marketing at Loral
Infrared and Imaging Systems from 1990 to 1995. Prior to 1990, Mr. Mannello was
Manager of Marketing for Honeywell Electro-Optics Division. Mr. Mannello holds a
Master of Business Administration from Boston University and a B.S. in Optics
from the University of Rochester Institute of Optics.

Mr. Caruso joined the Company as a Director in 1994, and was engaged by
the Company as Acting President from June 1993 until January 1995. Mr. Caruso is
also President of Bantam Group, Inc. ("Bantam"), a business advisory
organization founded in 1986. He has twenty years of general management,
marketing, and financial experience in several high technology companies,
including marketing, manufacturing, and financial roles at Teradyne, Inc., a
manufacturer of automatic test systems, corporate planning at Autex, Inc., a
provider of block trading information for brokers and institutions, and
President and CEO of Cyborg Corporation, a supplier of laboratory and factory
automation systems. In recent years, he has served as interim CEO for companies
in need of strategic change and has served as personal advisor to numerous
company presidents. Mr. Caruso is presently a member of the board of directors
of Micro E Corp., ACT Medical, Inc., Zentox Corp. and Boston Restaurant
Associates. Mr. Caruso holds a B.S. in Electrical Engineering from Northeastern
University and a Master of Business Administration degree from the Harvard
Business School.

Mr. Ribeiro joined the Company as a Director in 1994, and is a
self-employed management consultant. In 1992 and 1993, he served as
vice-chairman of Multibank Financial Corp., a public bank holding company now
part of BankBoston, and also as director and interim president of HMO Central
Massachusetts Health Care, now part of Healthsource/Cygna Healthcare. From 1989
to 1992, he served as general manager of the law firm of Bowditch & Dewey, LLP.
Mr. Ribeiro holds a B.S. in Aeromechanics from Worcester Polytechnic Institute
and an M.B.A. in Economics and Finance from Clark University.

16
<PAGE>

Mr. Sayegh is one of the original founders of Tytronics Incorporated and
has twenty years of combined experience in both research and product
development. He has personally directed and designed many successful products in
the field of laboratory and process instrumentation. Previously, he was employed
by Orion Research as project leader and principal engineer. Mr. Sayegh holds a
Bachelor's Degree in Mechanical Engineering from the College of Arts and
Sciences, Lebanon, a B.S. in Electrical Engineering from Northeastern University
and has done graduate studies in Computer Science.

Mr. Vinciguerra has been a Director of the Company since February of
1995. He has been President and CEO of Goddard Industries, Inc. since October of
1998. Prior to that he was President and Chief Operating Officer of
FerroFluidics Corporation from January of 1995 until June 1996 when he was
appointed Chief Executive and director. From 1991 until 1994, Mr. Vinciguerra
served as President and Chief Executive Officer of Staveley, Inc., the U. S.
operating arm of Staveley Industries, plc. From 1985 until 1989, he served as
President and Chief Operating Officer of Instron Corporation, which he initially
had joined in 1969. Mr. Vinciguerra is also a member of the board of directors
of Carr Separation, Inc., Saphikon Corporation and the Japan Society of Boston.
Mr. Vinciguerra holds a B.S. in Engineering from Princeton University and a
Master of Business Administration degree from the Harvard Business School.

Dr. Mooney has over 40 years' experience in the field of process
analyzers in the chemical and water industries. His experience includes work at
Imperial Chemical Industries, Ltd., Managing and Technical Director of Anacon
Instruments Ltd., Director of Anacon, GmbH, and Corporate Technical Director of
Anacon, Inc. Dr. Mooney formed and was President of Spectral Analysis
Corporation until joining Tytronics in 1990. His academic positions include
Senior Lecturer in Instrument Spectroscopy at the University of Birmingham. Dr.
Mooney is the author of over 200 published papers and is a Senior Member of the
Instrument Society of America, a Fellow of the Royal Institute of Chemistry, a
Fellow of the American Chemical Society, and Vice Chairman of CITAC (Committee
for Traceability in Analytical Chemistry). He holds a B.Sc. & Ph.D. from the
University of London in the UK and a D.Sc. from the University of Birmingham in
the UK.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and officers, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission (the "SEC"). Such persons are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.

Except for the failure of Salvatore J. Vinciguerra to timely file a Form
4 for a single transaction in the Company's equity securities, all requirements
under Section 16(a) of the Exchange Act for officers and directors of the
Company and beneficial owners of more than 10% of any class of the Company's
equity securities have been met for the fiscal year ended September 30, 1999.
The information set forth above is based solely on the Company's review of the
copies of such forms received by it or written representations from certain
reporting persons.

DIRECTORS' COMPENSATION

The Company does not pay directors for their Board or committee
services; however, non-employee directors of the Company are paid $750.00 per
meeting attended in lieu of reimbursement for reasonable expenses of attending
Board meetings. In addition, non-employee directors have, in the past, been
granted options to purchase shares of the Company's Common Stock. During the
fiscal year ended September 30, 1999, each of Joaquim S.S. Ribeiro, Edward J.
Stewart, III, a former director of the Company, and Salvatore J. Vinciguerra
were granted options to purchase 2,000 shares of the Company's Common Stock at
an exercise price of $1.80 per share. Such options vest over a period of four
years and are exercisable for five years from the date of grant.

INDEMNIFICATION

The Company's Certificate of Incorporation includes a provision that
eliminates the personal financial liability of the Company's directors to the
Company or its stockholders for breach of duty as a director, except in
situations where there has been a breach of the duty of loyalty, a failure to
act in good faith, intentional misconduct or a knowing violation of the law, an
improper personal benefit derived by a director from a transaction or a willful

17
<PAGE>

or negligent unlawful payment of dividends or unlawful purchase or redemption of
the Company's stock. In addition, the Company's bylaws include provisions to
indemnify its officers and directors and other persons against expenses,
judgments, fines and amounts paid in settlement in connection with threatened,
pending or completed suits or proceedings against such person by reason of
serving or having served as officers, directors or in other capacities, except
in relation to matters with respect to which such persons shall be determined to
not have acted in good faith, lawfully or in the best interests of the Company.
With respect to matters as to which the Company's officers and directors and
others are determined to be liable for misconduct or negligence in their
performance of their duties, the Company's bylaws provide for indemnification
only to the extent that the Company determines that such person acted in good
faith and in a manner not opposed to the best interests of the Company. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the
"Act") may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the SEC, such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.

18
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth certain information with respect to the
annual and long-term compensation for services in all capacities to the Company
for the fiscal years ended September 30, 1999, September 30, 1998 and September
30, 1997, of those persons who were (i) the Company's Chief Executive Officer
during the fiscal year ended September 30, 1999, and (ii) other executive
officers of the Company as of September 30, 1999, who received total cash and
bonus compensation in excess of $100,000 (the "Named Officers") during fiscal
year 1999.

<TABLE>
<CAPTION>
EXECUTIVE COMPENSATION
----------------------
Securities
Other Restricted Underlying All Other
Name and Salary BONUS Compensation Stock Options/SARs Compensation
Principal Position Year ($) ($) ($) Award (#) ($)
------------------ ---- --- --- --- ----- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
John E. Wolfe 1999 126,000 6,800 n/a n/a 100(1) n/a
President, Treasurer
& CFO
Richard Mannello 1999 104,569 15,125 n/a n/a 6,000(1) n/a
Vice President and
General Manager
Emile Sayegh 1999 90,825 500 n/a n/a 2,132(1) n/a
Vice President
John E. Wolfe 1998 140,171 6,000 n/a n/a n/a n/a
President, CEO
Richard Mannello 1998 94,312 n/a n/a n/a n/a n/a
Vice President and
General Manager
Emile Sayegh 1998 99,945 5,500 n/a n/a n/a n/a
Vice President
John E. Wolfe 1997 36,000 n/a n/a n/a n/a n/a
President, CEO
And Treasurer
Richard Mannello 1997 111,478 500 n/a n/a 6,000 n/a
Vice President and
General Manager
- --------------------

(1) Represents the grant of options to purchase shares of the Company's common stock which vest
over a period of four years from the date of grant.
</TABLE>

The following table sets forth information concerning options granted
during fiscal 1999 to any of the Named Officers in the compensation table.

19
<PAGE>

<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
--------------------------------------

Percent of Total
# Shares Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise or Base
Name Granted Fiscal Year 1999 Price ($ Per Share) Expiration Date
---- ------- ---------------- ------------------- ---------------
<S> <C> <C> <C> <C>
John E. Wolfe 100 * $1.80 11/22/08

Richard Mannello 6,000 10.8% $.180 11/22/08

Emile Sayegh 2,132 3.9% $1.80 11/22/08
- --------------------
* less than 1%
</TABLE>

The following table sets forth information concerning option exercises
during fiscal 1999 and the value of unexercised options as of September 30,
1999. No options were exercised during fiscal year 1999 by any of the Named
Officers in the compensation table.

<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
---------------------------------------------------------------------------------

# of Unexercised
# Shares Options at Sept. 30, $ Value of Unexercised
Acquired on $ Value 1999 (Exercisable/ Options at Sept. 30, 1999
Name Exercise Realized Unexercisable) (Exercisable/Unexercisable)
---- -------- -------- -------------- ---------------------------

<S> <C> <C> <C> <C>
John E. Wolfe 0 0 17,985/17,985 0

Richard Mannello 0 0 12,000/12,000 0

Emile Sayegh 0 0 10,000/10,000 0
- --------------------

1 Value is based on the difference between option exercise price and the fair market value at fiscal 1999 year-
end, multiplied by the number of shares underlying the option.
</TABLE>

CONSULTING AGREEMENT

The Company and Bantam Group, Inc. are parties to a consulting agreement
effective June 6, 1993, which continues month-to-month unless terminated by
either party on thirty days' notice. Pursuant to this agreement, Bantam was paid
$5,000 per month during fiscal 1999. Mr. Caruso, a director of the Company, is
also president of Bantam.

1991 STOCK PLAN

On March 26, 1991, the Board of Directors adopted the 1991 Stock Plan
(the "1991 Plan"), which was approved by the stockholders on March 25, 1992. The
purpose of the 1991 Plan is to provide incentives to officers, directors,
employees and consultants of the Company. Under the 1991 Plan, officers and
employees of the Company may be granted "incentive stock options" ("ISO" or
"ISOs"). Directors, officers, employees and consultants of the Company may be
granted options which do not qualify as ISOs ("Non-Qualified Option" or
"Non-Qualified Options") and, in addition, such persons may be granted awards of
stock in the Company ("Awards") and opportunities to make direct purchases of
stock in the Company ("Purchases"). Options, Awards and Purchases are referred
to as "Stock Rights".

The 1991 Plan is administered by the Compensation Committee
("Committee"), currently consisting of Messrs. Vinciguerra and Caruso. Mr.
Caruso is a former executive officer of the Company.

20
<PAGE>

Subject to the terms of the 1991 Plan, the Committee has the authority
to determine the persons to whom Stock Rights shall be granted (subject to
certain eligibility requirements for grants of ISOs), the number of shares
covered by each such grant, the exercise or purchase price per share, the time
or times at which Stock Rights shall be granted, and other terms and provisions
governing the Stock Rights, as well as the restrictions, if any, applicable to
shares of Common Stock issuable upon exercise of Stock Rights. The Committee
also has the authority to determine the duration and vesting rate of each option
and whether restrictions such as repurchase rights of the Company are to be
imposed on shares of stock subject to Stock Rights. The Committee has the
authority to interpret the 1991 Plan and to prescribe and rescind regulations
pertaining to it.

ISOs under the 1991 Plan may be granted to any employee of the Company.
As of September 30, 1999, the Company had 45 employees. Only those officers and
directors of the Company who are employees may be granted ISOs under the 1991
Plan. In no event may the aggregate fair market value (determined on the date of
grant of an ISO) of Common Stock for which ISOs granted to any employee are
exercisable for the first time by such employee during any calendar year (under
all stock option plans of the Company) exceed $100,000. Otherwise, there is no
restriction as to the maximum or minimum amount of options an employee may
receive. Non-Qualified Options, awards and purchases may be granted to any
director, officer, employee or consultant of the Company, other than members of
the Committee.

The exercise price per share of ISOs granted under the 1991 Plan cannot
be less than the fair market value per share of the Common Stock on the date of
grant, or, in the case of ISOs granted to employees holding more than 10% of the
total combined voting power of all classes of stock of the Company, 110% of the
fair market value per share of the Common Stock on the date of grant. The
exercise price per share of Non-Qualified Options granted under the 1991 Plan
cannot be less than the lesser of the book value per share of Common Stock as of
the end of the preceding fiscal year, or 50% of the fair market value per share
of Common Stock on the date of grant.

The 1991 Plan requires that each option shall expire on the date
specified by the Committee, but not more than ten years from its date of grant
in the case of ISOs and ten years and one day in the case of Non-Qualified
Options. However, in the case of any ISO granted to an employee owning more than
10% of the total combined voting power of all classes of stock of the Company,
such ISO shall expire on the date specified by the Committee, but not more than
five years from its date of grant.

Stock Rights granted under the 1991 Plan provide for full payment of the
purchase price therefor either (a) in United States dollars in cash or by check,
or (b) at the discretion of the Committee, through delivery of shares of Common
Stock having a fair market value equal to, as of the date of the exercise, the
cash exercise price of the Stock Right, or (c) at the discretion of the
Committee, by delivery of the grantee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, or (d) at the
discretion of the Committee, by any combination of (a), (b) and (c) above. By
allowing at the discretion of the Committee, payment of the exercise price by
delivering shares of the Company, the 1991 Plan permits the "pyramiding" of
shares. Pyramiding occurs when the option holder in a series of successive
transactions uses the shares received upon the prior exercise of an option to
purchase additional shares under further outstanding options. A participant can
thereby substantially increase his equity ownership in the Company without a
significant contribution.

The 1991 Plan authorizes the grant of Stock Rights to acquire 240,000
shares of Common Stock. Pursuant to the terms of the 1991 Plan, shares subject
to options, which for any reason expire or are terminated unexercised as to such
shares may again be the subject of a grant under the 1991 Plan.

Options to purchase an aggregate of 55,310 shares of Common Stock were
granted under the 1991 Plan during the 1999 fiscal year and 12,856 options were
canceled during fiscal 1999. As of September 30, 1999, options to purchase
118,072 shares of Common Stock were issued and unexercised and had been granted
under the 1991 plan, and options for 400 shares granted under the 1991 Plan had
been exercised.

In addition, the Company has outstanding certain options that were
originally granted to former directors and a consultant of Tytronics
Incorporated, the former parent of the Company. These options were converted
into options to purchase shares of the Company's Common Stock in connection with
the Reorganization and are not subject to the 1991 Plan. These options include
an option to purchase 18,512 shares of Common Stock held by each of Joseph J.
Caruso, a director of the Company and a former director of Tytronics
Incorporated, and Bantam Group,

21
<PAGE>

Inc. and an option to purchase 4,628 shares of the Company's Common Stock held
by Alan Robertson, a former director of Tytronics Incorporated.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth as of December 1, 1999, to the knowledge
of the Company, the ownership of the Company's 1,020,474 outstanding shares of
Common Stock by (i) each person who is known by the Company to own of record or
beneficially more than five percent (5%) of the outstanding shares of the
Company's Common Stock, (ii) each of the Company's Directors and executive
officers, and (iii) all Directors and officers as a group. Except as otherwise
indicated, to the knowledge of the Company, the stockholders listed below have
sole voting and investment power with respect to the shares indicated.

<TABLE>
<CAPTION>
Name Number of Shares Percentage
of Beneficial Owner Beneficially Owned of Class(1)
- ------------------- ------------------ --------
<S> <C> <C>
Bantam Group, Inc.(2) 103,915 9.7%
Corning Partners II, L.P.(3) 64,793 6.3%
Joseph J. Caruso(4) 131,684 12.0%
Richard Mannello(8) 12,000 1.2%
Massachusetts Technology Development Corporation5 206,972 17.5%
Joaquim S. S. Ribeiro(6) 41,460 4.0%
Emile Sayegh(7) 102,561 9.9%
Finova Mezzanine Capital, Inc.(8) 143,738 12.3%
Edward J. Stewart, III(1) 122,645 11.9%
Salvatore J. Vinciguerra(9) 15,000 1.5%
John E. Wolfe(1) 172,460 16.4%
All Officers and Directors as a group (7 persons) 465,065 45.0%
- --------------------
</TABLE>

1 Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock which an individual or group has a right to acquire within 60
days of this statement pursuant to the exercise of presently exercisable or
outstanding options, warrants or conversion privileges are deemed to be
outstanding for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person shown in the table.

2 Joseph J. Caruso, a Director of the Company, is also President of Bantam
Group, Inc., and has sole voting and investment power with respect to the
103,915 shares of Common Stock beneficially owned by Bantam Group, Inc.

3 Mr. Stewart is the managing general partner of the general partner of Corning
Partners II, L.P.

4 Stated shares include 103,915 shares of Common Stock beneficially owned by
Bantam Group, Inc. 74,851 shares of Common Stock beneficially owned by Mr.
Caruso are issuable upon the exercise of currently outstanding stock options
or warrants.

5 164,814 shares of Common Stock beneficially owed by Massachusetts Technology
Development Corporation are issuable upon the exercise of currently
outstanding warrants.

6 18,884 shares of Common Stock beneficially owned by Mr. Ribeiro are issuable
upon the exercise of currently outstanding stock options or warrants.

22
<PAGE>

7 10,000 shares of Common Stock beneficially owned by Mr. Sayegh are issuable
upon the exercise of currently outstanding stock options.

8 Issuable upon the exercise of currently outstanding stock options or
warrants.

9 5,000 shares of Common Stock beneficially owned by Mr. Vinciguerra are
issuable upon the exercise of currently outstanding options.

10 Of the 122,645 shares of Common Stock beneficially owned by Mr. Stewart,
64,793 shares and 41,653 shares, respectively, are owned of record by Corning
Partners II, L.P. and Corning Partners III, L.P. Mr. Stewart is the managing
general partner of the general partner of Corning Partners II, L.P. and
Corning Partners III, L.P. Includes 6,942 shares of Common Stock issuable
upon the exercise of currently outstanding warrants.

11 Of the 172,460 shares of Common Stock beneficially owned by Mr. Wolfe, 31,869
shares are issuable upon the exercise of currently outstanding stock options
or warrants.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company and Bantam are parties to a month-to-month consulting
agreement unless terminated by either party on thirty days' notice. Pursuant to
this agreement, Bantam was paid $5,000 per month for fiscal years 1999 and 1998.
Mr. Caruso, a Director of the Company, is president of The Bantam Group, Inc.

Effective September 30, 1998, the Company entered into a Loan Agreement
(the "Loan Agreement") with Sirrom Capital Corporation, which was assigned to
Finova Mezzanine Capital, Inc., pursuant to which the Company borrowed
$2,000,000 from Finova pursuant to a Secured Promissory Note. In connection with
the Loan Agreement, the Company issued a stock purchase warrant to Finova to
purchase an aggregate of 143,738 shares of the Company's Common Stock at an
exercise price of $.50 per share. On January 11, 2000, the Company entered into
an amended agreement with Finova that resulted in the issuance of an additional
warrant for 4,310 shares of the Company's Common Stock at an exercise price of
$.50 share, and the prepayment of $100,000 of principal owed to Finova.

On January 11, 2000, the Company entered into an agreement with MTDC,
pursuant to which $225,000 of the $450,000 obligation owed by the Company to
MTDC, was repaid, and the remaining $225,000 of this obligation was converted
into 94,937 shares of the Company's Common Stock at a conversion price of $2.37
per share. In connection with this agreement, warrants for 164,814 shares of the
Company's Common Stock, previously issued to MTDC, were cancelled.

In connection with the Company's agreements with Finova and MTDC on
January 11, 2000, the Company sold an aggregate of 116,939 shares of the
Company's Common Stock at a price of $2.37 per share, including 108,439 shares
sold to the Company's President & Chief Financial Officer, John E. Wolfe, and
his spouse.

23
<PAGE>

PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) List of Exhibits: The following exhibits are filed as a part of this
Annual Report on Form 10-KSB or incorporated by reference.

3.01 Certificate of Incorporation, as amended, including Certificates of
Designation for the terms of the Series A and Series B Preferred Stock (filed as
exhibit 3.01 to Form 10-K dated December 27, 1991 and incorporated by
reference).

3.02 Bylaws (filed as Exhibit 3d to Registration Statement No.
33-13027-B on Form S-18 and incorporated by reference).

10.01 1987 Stock Option Plan (filed as Exhibit 10f to Registration
Statement No. 33-13027-B on Form S-18 and incorporated by reference).

10.02 1991 Stock Plan, as amended (filed as exhibit 10.02 to Form 10-K
dated December 27, 1991 and incorporated by reference).

10.03 Form of Incentive Stock Option Agreement under 1991 Stock Plan
(filed as exhibit 10.03 to Form 10-K dated December 27, 1991 and incorporated by
reference).

10.04 Form of Non-qualified Stock Option Agreement under 1991 Stock Plan
(filed as exhibit 10.04 to Form 10-K dated December 27, 1991 and incorporated by
reference).

10.05 Lease dated October 1, 1991 between Holometrix, Inc. and
Springfield Institute for Savings (the "Lease") for the premises at 25 Wiggins
Avenue, Bedford, Massachusetts (filed as exhibit 10.11 to Form 10-K dated
December 27, 1991 and incorporated by reference).

10.06 First amendment of Lease dated August 19, 1993 between Holometrix,
Inc. and Opta Food Ingredients, Inc. (the successor in interest to Springfield
Institution for Savings), for the premises at 25 Wiggins Avenue, Bedford,
Massachusetts (filed as exhibit 10.12 to Form 10-KSB dated December 27, 1995 and
incorporated by reference).

10.07 Consulting Agreement between Holometrix, Inc., Corning Partners
II, L.P., Corning Partners III, L.P., and Bantam, dated June 7, 1993 (filed as
exhibit 10.21 to Form 10-KSB dated September 8, 1994 and incorporated by
reference).

10.08 Letter Agreement between Silicon Valley Bank and Holometrix, Inc.
dated December 22, 1994 (filed as exhibit 10.33 to Form 10-KSB dated December
27, 1995, and incorporated herein by reference).

10.09 Promissory Note dated December 22, 1994 in the original principal
amount of $350,000 executed by Holometrix, Inc. (filed as exhibit 10.34 to Form
10-KSB dated December 27, 1995, and incorporated herein by reference).

10.10 Loan Modification Agreement dated August 14, 1995 between
Holometrix, Inc. and Silicon Valley Bank (filed as exhibit 10.35 to Form 10-KSB
dated December 27, 1995, and incorporated herein by reference).

10.11 Third Amendment of Lease between Opta Food Ingredients, Inc. and
Holometrix, dated September 30, 1996 (filed as exhibit 10.36 to Form 10-KSB
dated December 29, 1996, and incorporated herein by reference).

10.12 Unconditional Guaranty dated July 24, 1997 issued by the Company
to Silicon Valley Bank (filed as Exhibit 10.37 to Form 10-KSB dated December 29,
1997, and incorporated herein by reference).

10.13 Loan Agreement dated September 30, 1998 between Sirrom
Investments, Inc. and the Company (filed as Exhibit 10.13 to Form 10-K dated
December 28, 1998, and incorporated herein by reference).

10.14 Secured Promissory Note issued by the Company to Sirrom
Investments, Inc. dated September 30, 1998 (filed as Exhibit 10.14 to Form 10-K
dated December 28, 1998, and incorporated herein by reference).

24
<PAGE>

10.15 Stock Purchase Warrant issued by the Company to Sirrom
Investments, Inc. dated September 30, 1998 (filed as Exhibit 10.15 to Form 10-K
dated December 28, 1998, and incorporated herein by reference).

10.16 Loan Modification and Assumption Agreement between the Company and
Silicon Valley Bank dated July 23, 1998 (filed as Exhibit 10.16 to Form 10-K
dated December 28, 1998, and incorporated herein by reference).

10.17 Second Loan Modification Agreement between the Company and Silicon
Valley Bank dated September 23, 1998 (filed herewith).

10.18 Third Loan Modification Agreement between the Company and Silicon
Valley Bank dated March 30, 1999 (filed herewith).

10.19 Fourth Amendment of Lease between Opta Food Ingredients, Inc. and
the Company dated September 30, 1999 (filed herewith).

27 Financial Data Schedule (filed herewith).

(b) Reports on Form 8-K. The Company did not file any Reports on Form
8-K, during the Company's fiscal quarter ended September 30, 1999.

25
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized:

METRISA, INC.

By: /s/ JOHN E. WOLFE Date: January 13, 1999
-------------------------------------------
John E. Wolfe, President,
Chief Executive Officer, Treasurer
and Chief Financial Officer
(Principal executive, financial and
accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Name Capacity Date
---- -------- ----

/s/ JOSEPH J. CARUSO Director January 13, 1999
- ------------------------------
Joseph J. Caruso

/s/ JOAQUIM S.S. RIBEIRO Director January 13, 1999
- ------------------------------
Joaquim S.S. Ribeiro

/s/ EMILE SAYEGH Director January 13, 1999
- ------------------------------
Emile Sayegh

/s/ SALVATORE J. VINCIGUERRA Director January 13, 1999
- ------------------------------
Salvatore J. Vinciguerra

/s/ JOHN E. WOLFE Director January __, 1999
- ------------------------------
John E. Wolfe

26
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
Metrisa, Inc.:

In our opinion, the accompanying balance sheets and the related statements of
income, stockholders' equity and cash flows present fairly, in all material
respects, the financial position of Metrisa, Inc. at September 30, 1999 and
1998, and the results of its operations and its cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the 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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

Boston, Massachusetts
December 15, 1999

<PAGE>
METRISA, INC.

BALANCE SHEETS

SEPTEMBER 30, 1999 AND 1998

<TABLE><CAPTION>
PRO FORMA
SEPTEMBER 30,
1999
(UNAUDITED)
ASSETS NOTE 14 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 1,298,984 $ 1,298,984 $ 2,469,053
Accounts receivable, less allowance for doubtful accounts
of $167,000 and $78,500 in 1999 and 1998, respectively 1,784,246 1,784,246 1,926,602
Inventories:
Raw materials 680,159 680,159 858,241
Work in process 302,453 302,453 263,213
Finished goods 213,918 213,918 249,006
----------- ----------- -----------
1,196,530 1,196,530 1,370,460

Prepaid expenses 73,520 73,520 65,481
Deferred taxes -- -- 6,000
Notes receivable 10,554 10,554 21,548
----------- ----------- -----------
Total current assets 4,363,834 4,363,834 5,859,144

Equipment and fixtures, net 406,360 406,360 377,783
Other assets, net of accumulated amortization of $543,342 and
$332,541 in 1999 and 1998, respectively 1,795,610 1,795,610 1,970,981
----------- ----------- -----------
Total assets $ 6,565,804 $ 6,565,804 $ 8,207,908
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Notes payable to bank 488,938 488,938 213,059
Accounts payable 1,260,668 1,260,668 1,312,773
Accrued expenses and other 569,675 569,675 508,319
Current portion of long-term debt 48,754 498,754 561,441
----------- ----------- -----------
Total current liabilities 2,368,035 2,818,035 2,595,592
----------- ----------- -----------
Long-term debt, less current portion 1,971,541 2,071,541 2,833,777

Commitments (see Note 10)

Stockholders' equity:
Preferred stock $1.00 par value, 10,000,000 shares authorized,
0 shares issued and outstanding at September 30, 1999 and 1998 -- -- --
Common stock, $.50 par value, 4,000,000 shares authorized,
1,020,474 and 1,022,911 shares issued at September 30,
1999 and 1998, respectively, and 1,265,193 shares issued
at September 30, 1999 pro forma (unaudited) 632,597 510,237 511,456
Additional paid-in capital 2,441,393 2,013,753 2,455,069
Retained earnings (847,762) (847,762) 242,276
----------- ----------- -----------
2,226,228 1,676,228 3,208,801
Less treasury stock, at cost, 238,312 shares held at
September 30, 1998 -- -- (430,262)
----------- ----------- -----------
Total stockholders' equity 2,226,228 1,676,228 2,778,539
----------- ----------- -----------
Total liabilities and stockholders' equity $ 6,565,804 $ 6,565,804 $ 8,207,908
=========== =========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

F-2
<PAGE>
METRISA, INC.

STATEMENTS OF INCOME

FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE><CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Sales:
Product sales $ 6,547,213 $ 6,994,312
Service Sales 1,093,382 1,258,138
----------- -----------
Net sales 7,640,595 8,252,450

Cost of sales 3,747,893 3,721,015
----------- -----------
Gross profit 3,892,702 4,531,435

Operating expenses:
Selling, general and administrative 3,847,182 3,403,074
Research and development 621,661 663,106
Restructuring charge 149,288 --
----------- -----------
4,618,131 4,066,180
----------- -----------
Income (loss) from operations (725,429) 465,255

Other income (expense):
Other income 3,671 25,806
Interest income 86,014 10,631
Interest expense (448,294) (162,919)
----------- -----------
(358,609) (126,482)
----------- -----------
Income (loss) before income taxes and minority interest (1,084,038) 338,773

Income taxes 6,000 100,844
----------- -----------
Income (loss) before minority interest (1,090,038) 237,929

Minority interest in subsidiary -- 17,345
----------- -----------
Net (loss) income $(1,090,038) $ 220,584
=========== ===========
Net income (loss) per common share-basic and diluted $ (1.07) $ 0.22
Shares outstanding-basic and diluted 1,021,320 1,022,911
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

F-3
<PAGE>
METRISA, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE><CAPTION>
PREFERRED STOCK COMMON STOCK
-------------------------- -------------------------- RETAINED
PAR VALUE PAR VALUE ADDITIONAL EARNINGS
-------------------------- -------------------------- PAID-IN (ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT)
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1997 29,327 $ 29,327 862,070 $ 431,035 $ 1,085,727 $ 21,692

Exchange preferred for common (29,327) (29,327) 149,276 74,638 1,119,502

Exercise of stock options 11,565 5,783 9,798

Repurchase of common stock

Warrants issued 240,042

Net income 220,584
----------- ----------- ----------- ----------- ----------- -----------
Balance, September 30, 1998 1,022,911 511,456 2,455,069 242,276

Retirement of treasury shares (430,262)

Exercise of stock options 400 200 520

Repurchase of common shares

Retirement of treasury shares (2,837) (1,419) (11,574)

Net loss (1,090,038)
----------- ----------- ----------- ----------- ----------- -----------
Balance, September 30, 1999 -- -- 1,020,474 $ 510,237 $ 2,013,753 $ (847,762)
=========== =========== =========== =========== =========== ===========
</TABLE>

<TABLE><CAPTION>
TREASURY STOCK TOTAL
-------------------------- STOCKHOLDERS'
SHARES AMOUNT EQUITY
----------- ----------- -----------
<S> <C> <C> <C>
Balance, September 30, 1997 (224,460) $ (356,000) $ 1,211,781

Exchange preferred for common 1,164,813

Exercise of stock options 15,581

Repurchase of common stock (13,852) (74,262) (74,262)

Warrants issued 240,042

Net income 220,584
----------- ----------- -----------
Balance, September 30, 1998 (238,312) (430,262) 2,778,539

Retirement of treasury shares 238,312 430,262 --

Exercise of stock options 720

Repurchase of common shares (2,837) (12,993) (12,993)

Retirement of treasury shares 2,837 12,993 --

Net loss (1,090,038)
----------- ----------- -----------
Balance, September 30, 1999 -- -- $ 1,676,228
=========== =========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

F-4
<PAGE>
METRISA, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE><CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Operating activities:
Net income (loss) $(1,090,038) $ 220,584
Adjustments to reconcile net income (loss) to net
cash (used in) provided by operating activities:
Deferred income taxes 6,000 44,000
Depreciation and amortization 397,095 308,177
Reserve for bad debt 88,500 --
Provision for inventory 185,234 12,900
Gain on sale of equipment (3,671) --
Warrant amortization 48,000 --
Changes in operating assets and liabilities,
net of effects of purchase of subsidiaries:
Accounts receivable 53,856 (236,989)
Notes receivable 10,994 --
Inventories (11,304) 234,445
Other current assets (8,039) 3,336
Accounts payable and accrued expenses 9,251 (431,973)
----------- -----------
Net cash (used in) provided by operating activities (314,122) 154,480

Investing activities:
Additions to equipment and fixtures (168,383) (95,115)
Proceeds from sale of equipment 13,500 --
Increase in other assets (83,430) (143,043)
Cash paid for Micromet acquisition -- (150,000)
----------- -----------
Net cash used in investing activities (238,313) (388,158)

Financing activities:
Net increase of line of credit agreement 275,879 100,000
Proceeds from long-term debt -- 2,000,000
Principal payments on long-term debt (875,852) (49,366)
Principal payments on capital lease obligation (5,388) --
Net proceeds from sale of common stock 720 15,785
Expenses incurred for Reorganization -- (225,143)
Purchase of treasury stock (12,993) (74,262)
----------- -----------
Net cash (used in) provided by financing activities (617,634) 1,767,014
----------- -----------
Net increase (decrease) in cash and cash equivalents (1,170,069) 1,533,336

Cash and cash equivalents at beginning of year 2,469,053 935,717
----------- -----------
Cash and cash equivalents at end of year $ 1,298,984 $ 2,469,053
=========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

F-5
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF BUSINESS:
-------------------
Metrisa, Inc. (the "Company") was incorporated in Delaware in October
1985, with principal offices located at 25 Wiggins Avenue, Bedford, MA
01730. Metrisa is comprised of three divisions, two located in Bedford,
MA, and one located in Metuchen, NJ. These divisions serve two broad
markets, the process/environmental markets, and the materials
characterization market. Tytronics manufactures and markets on-line
liquid chemical analyzers to the process and environmental industries;
Nametre manufactures and markets on-line viscosity analyzers to the
process industries. Holometrix-Micromet provides instrumentation and
testing services for the measurement of thermal properties and cure
monitoring of composites for the automotive, aerospace, and electronics
packaging industries.

REORGANIZATION

On May 1, 1998, the Company (formerly Holometrix, Inc.) completed the
reorganization ("Reorganization") pursuant to which Tytronics
Incorporated ("Tytronics"), the majority owner of the Company, and
National Metal Refining Company ("Nametre"), the majority owned
subsidiary of the Company, were merged into the wholly-owned subsidiary
of the Company, Holometrix Acquisition Corp., followed by the merger of
Holometrix Acquisition Corp. into the Company. As part of the
Reorganization, Holometrix changed its name to Metrisa, Inc. and effected
a 50:1 reverse stock split of its issued and outstanding capital stock.

Although Metrisa is the surviving corporation, because the shareholders
of Tytronics obtained a majority of voting rights in Metrisa, Tytronics
is deemed to be the acquiring entity for accounting purposes.
Accordingly, the Reorganization has been accounted for as a
recapitalization of Tytronics and the acquisition by Tytronics of the
minority interests of Metrisa and Nametre was completed under the
purchase method of accounting in accordance with Accounting Principles
Board Opinion No. 16, "Business combinations." The accompanying financial
statements reflect at the closing date, the acquisition by Tytronics of
the minority interest of Metrisa and Nametre based on an independent
valuation of Tytronics, Nametre and Metrisa by an independent investment
banker.

2. SIGNIFICANT ACCOUNTING POLICIES:
--------------------------------
REVENUE RECOGNITION

Revenue for instrument sales is recognized when instruments are shipped.
Revenue for testing services is recognized as services are performed.

CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

Continued
F-6
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined
using a weighted average method.

EQUIPMENT AND FIXTURES

Equipment and fixtures are stated at cost. Depreciation is computed using
straight-line and accelerated methods over the estimated useful lives of
the assets. Furniture and fixtures are depreciated over seven years,
leasehold improvements are thirty one and one half years or the life of
the lease, whichever is shorter, computers over four years and other
machinery and equipment over seven years. Upon retirement or disposition
of equipment and fixtures, the cost and related accumulated depreciation
are removed from the accounts and any resulting gain or loss is reflected
in income.

Equipment and fixtures consist of the following at September 30:

1999 1998
----------- -----------
Furniture and fixtures ............. $ 74,390 $ 56,376
Leasehold improvements ............. 67,351 67,351
Machinery and equipment ............ 984,059 797,900
Demonstration equipment ............ 311,286 302,897
----------- -----------
1,437,086 1,224,524
Accumulated depreciation ........... (1,030,726) (846,741)
----------- -----------
$ 406,360 $ 377,783
=========== ===========

Depreciation expense was $186,294 and $165,454 for fiscal 1999 and 1998,
respectively.

OTHER ASSETS

Other assets include patent costs, trademarks, licensing agreements,
various deposits for office equipment and utilities and goodwill
resulting from the excess of cost over fair value of net assets acquired
through acquisition and the Reorganization, as well as the inclusion of
financing costs associated with the subordinated debt issuance. Costs
related to patents and trademarks are amortized using the straight-line
method over 17 years. Costs related to licensing agreements are amortized
using the straight-line method over the life of the agreements. Costs
related to goodwill are amortized using the straight-line method over 15
years. Financing costs are amortized using the straight line method over
five years.

Continued
F-7
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

Other assets consisted of the following at September 30:

1999 1998
----------- -----------
Patents ........................... $ 380,731 $ 346,470
Goodwill .......................... 1,238,386 1,207,433
Licensing agreement ............... 61,513 41,863
Trademarks ........................ 17,529 17,529
Financing costs ................... 296,898 366,480
Deposits .......................... 343,895 323,747
----------- -----------
2,338,952 2,303,522
Accumulated amortization .......... (543,342) (332,541)
----------- -----------
$ 1,795,610 $ 1,970,981
=========== ===========

Amortization expense was $210,801 and $142,723 in fiscal 1999 and 1998,
respectively.

INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
(FAS 109). Tax provisions and credits are recorded at statutory rates for
taxable items included in the consolidated statements of income
regardless of the period in which such items are reported for income tax
purposes. Deferred income taxes are recognized for temporary differences
between financial statement and income tax bases of assets and
liabilities and net operating loss carryforwards for which income tax
benefits will be realized in future years.

NET INCOME PER COMMON SHARE

Net income per common share is based on the weighted average number of
common shares and dilutive common share equivalents outstanding during
the periods presented. Basic earnings per share are calculated by
dividing net income by the weighted average shares outstanding. Diluted
earnings per share reflect the dilutive effect of stock options and
warrants and are presented only if the effect is not antidilutive. Had
options and warrants been included in the computation, shares for the
diluted computation would have increased by 699,064 and 638,855 as of
September 30, 1999 and 1998, respectively.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reported period. Actual results could differ from those
estimates.
Continued
F-8
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

CONCENTRATIONS OF CREDIT RISK

Financial instruments which subject the Company to credit risk consist of
cash equivalents and trade accounts receivable. The risk with respect to
cash equivalents is minimized by the Company's policies in which
investments are placed with high credit quality financial institutions
and the amount of exposure to any one financial institution is monitored.
The risk with respect to trade accounts receivable is minimized by the
credit worthiness of the Company's customers, the diversity of its
customer base and their dispersion across a wide geographical area, as
well as the Company's credit and collection policies. The Company
performs periodic credit evaluations of its customers' financial
condition and generally does not require collateral. Credit losses have
been within management's expectations. One distributor accounted for
approximately 8% and 11% of revenues in 1999 and 1998, respectively.
Sales to international customers represented approximately 35% and 45% of
revenues in 1999 and 1998, respectively.

STOCK-BASED COMPENSATION

The Company grants stock options for a fixed number of shares to
employees with an exercise price equal to the fair value of the shares at
the date of the grant. The Company accounts for stock option grants in
accordance with Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," which is based on the intrinsic value
method of measuring stock-based compensation. The Company has adopted the
disclosure only provisions of Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" (FAS 123), which is
based on the fair-value method of measuring stock-based compensation.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standard Board issued SFAS No.
133, "Accounting of Derivative Instruments and Hedging Activities." SFAS
No. 133 provides a comprehensive and consistent standard for the
recognition and measurement of derivatives and hedging activities. The
new standard requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure
those instruments at fair value. SFAS No. 133 is effective for fiscal
years beginning after June 15, 2000. The Company will adopt the new
standard for the fiscal year ending September 30, 2001. Management is
evaluating the impact that SFAS No. 133 may have on the Company's
financial statements.

3. BUSINESS COMBINATION:
---------------------
In February 1998, Tytronics acquired substantially all of the assets of
Micromet Instruments, Inc., a manufacturer of cure monitoring equipment,
valued at $358,000, plus acquisition costs, for a cash payment of
$150,000 and issued a note payable of $208,000. This acquisition was
accounted for under the purchase method. No goodwill was recognized in
this transaction.
Continued
F-9
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

4. NOTES PAYABLE TO BANKS:
-----------------------
As of September 30, 1998, the Company was a party to a combined line of
credit and term loan of $1,750,000 with a bank of which $1,250,000 was
for the line of credit and $500,000 was for the term loan collateralized
by substantially all of the assets of the Company. As of September 30,
1999, the Company had paid off the term loan and had a balance of
$488,938 outstanding under the $1,250,000 line of credit. The term loan
facility was retired at the time of payoff. As of September 30, 1998, the
combined amount outstanding under this agreement was $582,058. Advances
under the line of credit cannot exceed 75% of the Company's eligible
accounts receivable plus 20% of inventory, as defined. These outstanding
amounts are payable on demand and advances are contingent upon
maintaining certain covenants relative to cash balances and the amount of
unused line of credit available. As of September 30, 1999, the Company
was in compliance with all covenants and ratios of this line of credit.

At September 30, 1999 and 1998, the Company had unused line of credit of
$622,352 and $1,036,941, respectively.

5. LONG-TERM DEBT:
---------------
Long-term debt consisted of the following at September 30:
<TABLE><CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Notes payable to bank, principal and interest payable monthly
through July 1, 2001, bearing interest at 2% above prime rate $ 368,999
Subordinated promissory notes payable to a shareholder,
bearing interest payable monthly at 10% per
annum; principal payable on November 23, 1999 (see Note 14) $ 450,000 450,000
Promissory note payable to shareholder, bearing interest at 6% per
annum, due in annual installments through January 2, 1999 -- 75,000
Subordinated note payable to an investment banking firm due 2003
at 13.75% interest per annum (see Note 14) 2,000,000 2,000,000
Note due to Geo-Centers for acquisition of Micromet due 2000
bearing interest at 8.5% per annum -- 208,166
Promissory note due to Amisco bearing interest at 12%, due at
December 1, 1999 19,448 139,448
Capital lease obligation 50,929 --
Other 49,918 153,605
----------- -----------
2,570,295 3,395,218
Less current portion 498,754 561,441
----------- -----------
$ 2,071,541 $ 2,833,777
=========== ===========
</TABLE>
Continued
F-10
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

As of September 30, 1998, approximately $21,000 was owed to the estate of
a former shareholder. This note was paid in full as of September 30,
1999.

The aggregate amounts of required principal payments on the Company's
long-term debt at September 30, 1999 are as follows:

2000 ............................... $ 498,754
2001 ............................... 219,390
2002 ............................... 264,150
2003 ............................... 300,000
2004 and thereafter ................ 1,288,001
-----------
$ 2,570,295
===========

As of September 29, 1998, the Company was a party to a $2,000,000
subordinated loan with an investment banking firm collateralized by
substantially all assets of the Company, second to the bank. This loan is
due in five years, with interest-only payments for the first two years.
The interest rate is 13.75%.

In connection with the subordinated loan, the Company issued stock
warrants to the investment banking firm to purchase an aggregate of
143,738 shares of the Company's common stock at an exercise price of $.50
per share. At September 30, 1998, the warrants were valued at $240,000
and are being amortized to interest expense over the life of the loan.
The warrants will expire on October 31, 2003.

The loan agreement required that commencing with the first quarter of
fiscal 1999, the Company maintain total funded long-term debt, excluding
current portion, at a level not to exceed a specified ratio of earnings
before interest, taxes, depreciation and amortization (EBITDA) in a
trailing four-quarter basis. As of September 30, 1999, the Company was in
violation of this covenant. Subsequent to year-end, the Company received
a waiver on this covenant for fiscal 1999 and renegotiated the future
covenant terms by postponing the commencement of the trailing calculation
until the fourth quarter of fiscal 2000. In addition, a one-time minimum
EBITDA was established for first quarter 2000 as well as a new cash flow
coverage covenant commencing in the second quarter of fiscal 2000 (see
Note 14).

6. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
-----------------------------------------------
The Company and Bantam Group, Inc. are parties to a month-to-month
consulting agreement unless terminated by either party on thirty days'
notice. Pursuant to this agreement, the Company accrued $5,000 per month
for the fiscal years 1999 and 1998 and paid $27,000 and $58,750,
respectively. Mr. Caruso, a director of the Company, is president of
Bantam Group, Inc.

Continued
F-11
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

7. STOCKHOLDERS' EQUITY:
---------------------
WARRANTS

The Company granted warrants giving the holders the right to purchase
57,878 shares of common stock at a price of $2.61 per share, with an
expiration date of November 23, 2000. The Company granted additional
warrants giving the shareholders the right to purchase 106,936 shares of
common stock at $3.73 per share. These warrants also expire on November
23, 2000. The Company granted warrants to the president of the Company
giving him the right to purchase 1,453 shares of common stock at a price
of $3.73 per share. These warrants were exercised in November 1997.

Effective September 30, 1997 the Company conducted a private placement
selling 181,748 shares of common stock for $3.78 per share, receiving
total net proceeds of $657,959. In connection with the private placement,
the Company granted warrants to purchase an additional 181,748 shares of
common stock at a price of $4.86 per share. The warrants expire September
30, 2002.

The Company also granted warrants to purchase 6,942 shares of common
stock at a price of $3.78 per share in connection with a refinancing of
notes payable to a bank July 24, 1997. The warrants expire July 24, 2002.

The Company also granted warrants to purchase 15,962 shares of common
stock at a price of $1.88 per share and 7,981 shares of common stock at a
price of $3.76 per share in connection with consultant work on September
30, 1996. The warrants expire September 30, 2004.

In November 1998, the Company granted a warrant to purchase 1,500 shares
of common stock at an exercise price of $4.00 and a warrant to purchase
16,655 shares of common stock at an exercise price of $4.33 for services
rendered in connection with the $2,000,000 subordinated loan. These
warrants are exercisable for a period of five years expiring on October
6, 2003.

A summary of warrants issued and outstanding at September 30, 1999:

NUMBER OF EXERCISE EXPIRATION
SHARES PRICE DATE
--------- -------- ----------
57,878 $ 2.61 11/23/00
106,936 $ 3.73 11/23/00
6,942 $ 3.78 7/24/02
181,748 $ 4.86 9/30/02
16,655 $ 4.33 10/6/03
1,500 $ 4.00 10/6/03
143,738 $ 0.50 10/31/03
15,962 $ 1.88 9/30/04
7,981 $ 3.76 9/30/04
---------
539,340
=========

Continued
F-12
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

OPTION AGREEMENT

Under the 1991 Stock Plan (the "1991 Plan"), officers and employees of
the Company may be granted "incentive stock options" (stock) ("ISO"
"ISOs"). Directors, officers, employees and consultants of the Company
may be granted options which do not qualify as ISOs ("Non-Qualified
Option" or "Non-qualified Options") and, in addition, such persons may be
granted awards of stock in the Company ("Awards") and opportunities to
make direct purchases of stock in the Company ("Purchases").

The stock options are vested over a five-year period, with 20% of the
options vested every year.

The exercise price per share of ISOs granted under the 1991 Plan cannot
be less than the fair market value per share of the Common Stock on the
date of grant, or, in the case of ISOs granted to employees holding more
than 10% of the total combined voting power of all classes of stock of
the Company, 110% of the fair market value per share of the Common Stock
on the date of grant. The exercise price per share of Nonqualified
Options granted under the 1991 Plan cannot be less than the lesser of the
book value per share of Common Stock as of the end of the preceding
fiscal year, or 50% of the fair market value per share of Common Stock on
the date of grant.

The 1991 Plan requires that each option shall expire on the date
specified by the Committee, but not more than ten years from its date of
grant in the case of ISOs and ten years and one day in the case of
Nonqualified Options. However, in the case of any ISO granted to an
employee owning more than 10% of the total combined voting power of all
classes of stock of the Company, such ISO shall expire on the date
specified by the Committee, but not more than five years from its date of
grant.

The 1991 Plan authorizes the grant of Stock Rights to acquire 240,000
shares of Common Stock. Pursuant to the terms of the 1991 Plan, shares
subject to options which for any reason expire or are terminated
unexercised as to such shares may again be the subject of a grant under
the 1991 Plan.

As of September 30, 1999 and 1998, options to purchase 118,072 and 76,018
shares of Common stock, respectively, were issued and unexercised under
the 1991 plan.

In addition, the Company has outstanding certain options which were
originally granted to former directors and a consultant of Tytronics
Incorporated, the former parent of the Company. These options were
converted into options to purchase shares of the Company's Common Stock
in connection with the Reorganization and are not subject to the 1991
Plan. These options include an option to purchase 18,512 shares of Common
Stock held by a director of the Company and a former director of
Tytronics Incorporated, and 18,512 shares held by a consulting company,
and an option to purchase 4,628 shares of the Company's Common Stock held
by a former director of Tytronics Incorporated.

Continued
F-13
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

<TABLE><CAPTION>
1999 1998
----------------------- ------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
EXERCISE EXERCISE
SHARES PRICE SHARES PRICE
----------- -------- ----------- --------
<S> <C> <C> <C> <C>
Outstanding options at beginning of year 117,670 $ 1.75 118,018 $ 1.70
Granted 55,310 1.80 4,628 3.78
Exercised (400) 1.80 (7,868) 1.30
Terminated (12,856) 2.51 (17,588) 2.16
Options due to Reorganization -- -- 20,480 1.81
----------- -------- ----------- --------
Outstanding options at end of year 159,724 $ 1.71 117,670 $ 1.75
=========== ======== =========== ========
Exercisable at end of year 117,509 $ 1.67 97,903 $ 1.64
=========== ======== =========== ========
Available for grant at end of year 113,660 41,114
=========== ===========
</TABLE>

The following table represents weighted average price and life
information about significant option groups outstanding at September 30,
1999:

<TABLE><CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------------------------------- --------------------------
WEIGHTED
RANGE AVERAGE WEIGHTED WEIGHTED
OF REMAINING AVERAGE AVERAGE
EXERCISE NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
PRICES OUTSTANDING LIFE (YRS) PRICE EXERCISABLE PRICE
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$ 1.30-2.50 155,096 5.4 $1.66 112,881 $1.58
$ 3.78 4,628 3.4 3.78 4,628 3.78
----------- -----------
159,724 117,509
=========== ===========
</TABLE>

The pro forma net income, as if compensation cost for the Plans had been
determined based on the fair value at the grant date, in accordance with
the provisions of FAS 123, is not materially different from the actual
reported net income for the years ended September 30, 1999 and 1998.

The fair value of options at the date of grant were estimated using the
minimum value model with an estimated weighted average life of six years
from the date of grant, assuming a risk free interest rate of
approximately 6%. The Company does not intend to declare dividends on its
common stock.

The effect on 1999 and 1998 pro forma net income of expensing the
estimated fair value of stock options are not necessarily representative
of the effects on reporting the results of operations for future years.

Continued
F-14
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

8. PROFIT SHARING PLAN:
--------------------
The Company sponsors a 401(k) profit sharing plan (the "Plan") covering
all employees of the Company having completed a minimum of six months of
service. The Plan permits participants to make elective contributions up
to the maximum limits allowed by the Internal Revenue Code Section
401(k), with a matching employer contribution. Participants become fully
vested in the Company's matching contributions in their fifth year of
service with the Company.

The Plan also permits the employer to make fully vested discretionary
contributions to the plan allocated to participants' accounts based on
their relative compensation.

Employer contributions were $9,054 and $8,194 in 1999 and 1998,
respectively.

9. INCOME TAXES:
-------------
The provision for income taxes consisted of the following:

1999 1998
----------- -----------
Current income taxes:
State .................... $ 12,000
Federal .................. 42,000
-----------
Total current ............... 54,000
-----------
Deferred income taxes:
Federal .................. $ 5,000 36,000
State .................... 1,000 11,000
----------- -----------
Total deferred .............. 6,000 47,000
----------- -----------
$ 6,000 $ 101,000
=========== ===========

At September 30,1999, the Company has net operating loss carryforwards
for federal income tax purposes of approximately $2,304,000 expiring
through 2019. As of September 30, 1999, the Company has available
research and development credit carryforwards of approximately $82,000.
Under Internal Revenue Code Section 382, certain substantial changes in
the Company's ownership would result in an annual limitation on the
amount of net operating loss and credit carryforwards which could be
utilized.
Continued
F-15
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

Deferred income taxes reflect the net effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. The net
deferred tax assets are attributable to the following temporary
differences at September 30:

1999 1998
----------- -----------
Deferred tax assets:
Accounts receivable allowances $ 67,000 $ 32,000
Depreciation and amortization 87,000 --
Inventory 116,000 38,000
Other accruals 122,000 36,000
Tax credits 82,000 26,000
Net operating loss carryforwards 806,000 586,000
AMT credits 35,000 79,000
----------- -----------
1,315,000 797,000
Valuation allowance (1,315,000) (785,000)
----------- -----------
-- 12,000

Deferred tax liability:
Depreciation and amortization -- (6,000)
----------- -----------
Net deferred tax asset -- $ 6,000
=========== ===========

As required by FAS 109, management of the Company has evaluated the
positive and negative evidence bearing upon the realizability of its
deferred tax assets. The Company has recorded a valuation allowance of
$1,315,000 to offset some of the net deferred tax assets as a result of
the uncertainties surrounding the realization of the assets. The Company
is reflecting a full valuation allowance in 1999 based upon management's
estimate of the amount of deferred tax assets that more likely than not
to be realized.

A reconciliation of the federal statutory income tax rate and the
effective tax rate as a percentage of income (loss) before taxes and
minority interest for the years ended September 30 is as follows:

1999 1998
----------- -----------
Federal statutory rate 34.00 % 34.00 %
State taxes, net of federal benefit 5.50 % 7.91 %
Intangibles (3.66)% 6.85 %
Other permanent differences (0.51)% 2.02 %
Change in valuation allowance (35.89)% (21.01)%
----------- -----------
Effective tax rate (0.55)% 29.77 %
=========== ===========

Continued
F-16
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

10. LEASE COMMITMENTS:
------------------
The Company leases its facilities in Bedford under a lease which expired
in October 1999 at which time the Company exercised its option to extend
the lease for an additional three-year period. The extension provides
each of the parties the right to notify the other of their intention to
terminate the lease by written notice on June 1, 2000 and June 1, 2001;
otherwise the lease will extend through the full three-year extension. In
addition, the Company rents office space in New Jersey on a
month-to-month basis. The rent expense for both facilities including
operating expenses charged by the landlord and real estate taxes was
$159,567 and $150,148 in fiscal 1999 and 1998, respectively.

The Company entered into a capital lease agreement with a bank in June
1999 to lease its new computer system. Assets under the capital lease are
included in Machinery and Equipment in 1999 as follows:

Machinery and equipment ........... $ 56,317
Accumulated depreciation .......... (5,632)
-----------
Net capital lease assets .......... $ 50,685
===========

The following is a schedule by year of future minimum lease payments at
September 30, 1999:

CAPITAL OPERATING
FISCAL YEAR LEASES LEASES
----------- ----------- -----------
2000 .............................. $ 22,106 $ 106,400
2001 .............................. 22,106 114,000
2002 .............................. 14,737 121,600
----------- -----------
58,949 $ 342,000
===========
Less amount representing interest .... 8,020
-----------
Present value of minimum lease payments
(includes current portion of $17,389) $ 50,929
===========

Continued
F-17
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

11. CASH FLOW INFORMATION:
----------------------
Supplemental disclosure of cash flow information for years ended
September 30 is as follows:

1999 1998
----------- -----------
Interest paid ........... $ 384,622 $ 157,335
Income taxes paid ....... 79,000 24,200

Supplemental disclosure of noncash investing and financing activities:

The Company entered into a capital lease agreement in June 1999 for
$56,317 of capital equipment which is included in machinery and
equipment.

The Company issued warrants with a value of $240,000 to an
investment banking firm in fiscal year 1998.

The Company issued stock with a value of $1,165,000 to acquire the
minority interest of Holometrix and Nametre of $232,206. Goodwill of
$1,122,445 was created during this reorganization of the Company.

The Company purchased all of the assets of Micromet Instruments, Inc.
Information related to this transaction is as follows:

Net assets acquired ..................... $ 358,000
Less note payable ....................... 208,000
-----------
Cash paid for acquisition ............... $ 150,000
===========

12. SEGMENT REPORTING:
------------------
The following is presented in accordance with SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information." The Company is
a product development, manufacturing and contract test services company
which specializes in manufacturing instruments and providing contract
test services for measuring properties of a wide variety of materials,
liquids and gases. The Company operates its business in two identifiable
reporting industry segments: the development and manufacture of process
analytical instruments and the development and manufacture of materials
characterization instruments as well as contract testing services for
materials characterization. The Company also manages these product lines
across geographic reportable segments: North America, Europe and Asia
Pacific. The accounting policies for each segment are the same as those
described in the summary of significant policies (Note 2).

Continued
F-18
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

A summary of the Company's operations by product line follows:

1999 1998
----------- -----------
Revenues:
Process analytical $ 4,743,439 $ 5,411,884
Materials characterization 2,897,156 2,840,566
----------- -----------
7,640,595 8,252,450
----------- -----------
Income (loss) from operations:
Process analytical (514,375) 232,818
Materials characterization (211,054) 232,437
----------- -----------
(725,429) 465,255
----------- -----------
Assets:
Process analytical 4,469,663 6,166,040
Materials characterization 2,096,141 2,041,868
----------- -----------
6,565,804 8,207,908
----------- -----------
Depreciation and amortization:
Process analytical 167,700 140,360
Materials characterization 229,325 167,817
----------- -----------
397,095 308,177
----------- -----------
Interest expense:
Process analytical 296,885 107,338
Materials characterization 151,409 55,581
----------- -----------
448,294 162,919
----------- -----------
Interest income:
Process analytical 72,558 10,305
Materials characterization 13,456 326
----------- -----------
86,014 10,631
----------- -----------

Continued
F-19
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

A summary of the Company's operations by geographical area follows:

1999 1998
----------- -----------
North America ....................... $ 5,264,662 $ 5,421,048
Europe .............................. 1,565,189 1,657,522
Asia Pacific ........................ 810,744 1,173,880
----------- -----------
$ 7,640,595 $ 8,252,450
=========== ===========

13. RESTRUCTURING CHARGE:
---------------------
The Company has incurred a restructuring charge as a result of the
closure of the Nametre Division's Metuchen, New Jersey, facility, and
subsequent consolidation, in part, in the Company's Bedford,
Massachusetts, facility. The Nametre Division manufactures and markets
in-line and laboratory viscosity analyzers. The decision to consolidate
was made in June 1999 due to Nametre's decreased sales volume, partly as
a result of decreased Asian sales, and substantial losses. At that same
time, the decision was announced to all employees, with Metuchen
operations continuing through the close of fiscal 1999, and relocation
occurring in November 1999. Complete closure of the New Jersey facility
will occur in January 2000.

This relocation resulted in a restructuring charge of $149,288, primarily
for employee severance and certain nonrecurring charges. This amounts to
a charge of approximately $0.15 per share.

As of the beginning of fiscal 1999, Nametre employed the full-time
equivalent of nine employees, exclusive of sales employees, in its
location. Two of those employees will relocate to the Company's Bedford
facility, with the balance having voluntarily left or been terminated.
One sales employee will relocate to a home office. Two additional
employees have been hired at the Company's Bedford facility.

14. SUBSEQUENT EVENTS (UNAUDITED):
------------------------------
On January 11, 2000, the Company entered into an agreement with an
existing shareholder and subordinated debt lender, Massachusetts
Technology Development Corporation ("MTDC"), and an investment bank,
Finova Capital Corporation ("Finova"). MTDC was the holder of a
subordinated promissory note for $450,000, due November 23, 1999. Finova
is the holder of a subordinated promissory note for $2,000,000, payable
in full on October 1, 2003, with partial payments beginning October 1,
2000. Under the agreement, MTDC converted $225,000 of the promissory note
into 94,937 shares of the Company's common stock. The Company repaid the
remaining balance on the promissory note of $225,000. All of MTDC's
164,814 warrants were canceled as part of this transaction. Also, the
Company repaid $100,000 of the Finova subordinated promissory note and
issued 4,310 warrants to purchase the Company's common stock, at a price
of $0.50 per share.
Continued
F-20
<PAGE>
METRISA, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED

As part of this agreement, existing investors, including an officer,
purchased additional equity of 116,939 shares of common stock for
$277,105. Also, directors of the Company, including officers, exercised
options for 32,843 shares of the Company's common stock for $47,895.

Due to this transaction, outstanding common stock increased from
1,020,474 to 1,265,193 and warrants and options outstanding decreased
from 699,064 to 505,717. The financial statement effect of the
transactions has been reflected on the Company's unaudited balance sheet
as pro forma adjustments.

F-21

EXHIBIT 10.17

SECOND LOAN MODIFICATION

This Second Loan Modification Agreement is entered into as of September
23, 1998, by and between METRISA, INC., formerly known as Holometrix, Inc.,
successor by merger with, among others, Tytronics Incorporated ("Borrower"), a
Delaware corporation whose address is 25 Wiggins Avenue, Bedford, Massachusetts
01730, and SILICON VALLEY BANK, a California-based bank ("Bank") with its
principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054, and
with a loan production office located at Wellesley Office Park, 40 William
Street, Suite 350, Wellesley, Massachusetts 02481, doing business under the name
"Silicon Valley East".

1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other
documents, (i) a certain Loan and Security Agreement dated as of July 24, 1997,
as amended by a certain Loan Modification and Assumption Agreement dated as of
July 23, 1998 (as amended, the "Loan Agreement"), and (ii) a certain Promissory
Note dated July 24, 1997 (the "Note"). Capitalized terms used but not otherwise
defined herein shall have the same meaning as in the Loan Agreement.

Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness".

2. DESCRIPTION OF COLLATERAL AND GUARANTIES. Repayment of the Indebtedness is
secured by the Collateral as described in the Loan Agreement.

Hereinafter, the Loan Agreement, together with all other documents securing
repayment of the Indebtedness shall be referred to as the "Security Documents".
Hereinafter, the Security Documents, together with all other documents
evidencing or security the Indebtedness shall be referred to as the "Existing
Loan Documents".

3. DESCRIPTION OF CHANGE IN TERMS.

A. Modification to Loan Agreement.

1. The Loan Agreement shall be amended by deleting the following
definition appearing in Section 1.1 thereof:

"Borrowing Base" means an amount equal to the lesser of: (i)
seventy percent (70.0%) of Eligible Accounts as determined by
Bank with reference to the most recent Borrowing Base Certificate
delivered by Borrower, increasing to seventy-five percent (75.0%)
of Eligible Accounts after the Borrower reports two (2)
consecutive profitable quarters, and (ii)for Advances through
September 30, 1997, the then existing Tangible Net Worth of the
Borrower, plus "Minority Interest" as defined in the Borrower's
balance sheet for such period, and for Advances after September
30, 1997, the then existing Tangible Net Worth of the Borrower,
multiplied by 1.1."

<PAGE>

and inserting in lieu thereof the following:

"Borrowing Base" means an amount equal to: (i) seventy-five
percent (75.0%) of Eligible Accounts as determined by Bank with
reference to the most recent Borrowing Base Certificate delivered
by Borrower, PLUS (ii) twenty percent (20.0%) of the value of
Borrower's Eligible Inventory (valued at the lower of cost or
wholesale fair market value) as determined by Bank with reference
to the most recent Borrowing Base Certificate delivered by
Borrower, MINUS (iii) the then outstanding principal balance of
the Term Loan."

2. The Loan Agreement shall be amended by deleting the following
definition appearing in Section 1.1 thereof:

"Committed Revolving Line" means credit extension of up to One
Million Dollars ($1,000,000.00)

and inserting in lieu thereof the following:

"Committed Revolving Line"means a credit extension of up to One
Million Two Hundred Fifty Thousand Dollars ($1,250,000.00)."

3. The Loan Agreement shall be amended by inserting after the definition
of "Eligible Foreign Accounts" appearing in Section 1.1 thereof the
following new definition:

"Eligible Inventory" means that portion of Borrower's Inventory
that is located at Borrower's principal place of business or such
other locations as are permitted under Section 7.11 and that
complies with the representations and warranties set forth in
Section 5.5, but shall in any event exclude used, returned or
obsolete Inventory. For purposes hereof, Inventory shall be
limited to raw materials and finished goods of the Borrower."

4. The Loan Agreement shall be amended by deleting the following
definition appearing in Section 1.1 thereof:

"Revolving Maturity Date" means September 23, 1998."

and inserting in lieu thereof the following:

"Revolving Maturity Date" means September 23, 1999."

2
<PAGE>

5. The Loan Agreement shall be amended by deleting the following text
appearing as Section 6.8 thereof:

"6.8 Quick Ratio. Borrower shall maintain as of the last day of
each of the following periods, a ratio of Quick Assets to Current
Liabilities as follows: (a) Quarter ending June 30, 1997 -
0.50:1.0; (b) Months ending July 31, 1997, and August 31, 1997 -
0.35:1.0; (c) Month ending October 31, 1997, and each subsequent
month which is not also a quarter end - 0.40:1.0; (d) Quarter
ending December 31, 1997, and all subsequent quarters - 0.70:1.0"

and inserting in lieu thereof the following:

"6.8 Quick Ratio. Borrower shall maintain as of the last day of
each of the following periods, a ratio of Quick Assets to Current
Liabilities as follows: (a) Quarter ending September 30, 1998 -
0.70:1.0; (b) Quarter ending December 31, 1998 - 0.60:1.0; (c)
Quarter ending March 31, 1999 - 0.65:1.0; (d) Quarter ending June
30, 1999 and for each quarter thereafter - 0.70:1.0; and (e)
Month ending October 31, 1998, and each subsequent month which is
not also a quarter end - 0.50:1.0."

6. The Loan Agreement shall be amended by deleting the following text
appearing as Section 6.9 thereof:

"6.9 Tangible Net Worth. Borrower shall maintain as of the last
day of each of the following periods, a Tangible Net Worth as
follows: (a) Month ending June 30, 1997 - $550,000.00; (b) Months
ending July 31, 1997, and August 31, 1997 - $500,000.00; (c)
Quarter ending September 30, 1997, and each subsequent quarter -
$1,150,000.00 (d) Month ending October 31, 1997, and each
subsequent month which is not also a quarter end - $900,000.00."

and inserting in lieu thereof the following:

"6.9 Tangible Net Worth. Borrower shall maintain as of the last
day of each of the following periods, a Tangible Net Worth as
follows: (a) Quarter ending September 30, 1998, and each
subsequent quarter - $1,200,00.00; and (b) Month ending October
31, 1998, and each subsequent month which is not also a quarter
end - $900,000.00."

7. The Loan Agreement shall be amended by deleting the following text
appearing as Section 6.13 thereof:

3
<PAGE>

"6.13 Net Income. Borrower shall maintain on the last day of each
of the following quarters, Net Income as follows: (a) Quarter
ending June 30, 1997- ($25,000.00); (b) Quarter ending September
30, 1997 - $150,000.00; (c) Quarter ending December 31, 1997 -
($75,000.00); (d) Quarter ending March 31, 1998 - $1.00; and (e)
Quarter ending June 30, 1998 - $50,000.00."

and inserting in lieu thereof the following:

"6.13 Net Income. Borrower shall maintain on the last day of each
of the following quarters, Net Income as follows: (a) Quarter
ending September 30, 1998 - $250,000.00; (b) Quarter ending
December 31, 1998 - ($375,000.00); (c) Quarter ending March 31,
1999 - ($125,000.00); and (d) Quarter ending June 30, 1999 and
for each quarter thereafter - $1.00."

8. The Loan Agreement shall be amended by deleting the Compliance
Certificate attached as Exhibit D to the Loan Agreement and inserting
in lieu thereof Exhibit D attached to this Loan Modification
Agreement.

9. The Loan Agreement shall be amended by deleting the Borrowing Base
Certificate attached as Exhibit C to the Loan Agreement and inserting
in lieu thereof Exhibit C attached to this Loan Modification
Agreement.

4. FACILITY FEE. Borrower shall pay to Bank a facility fee (the "Facility Fee")
equal to Ten Thousand Dollars ($10,000.00) which fee shall be due on the date
hereof and which shall be deemed fully earned as of the date hereof.

5. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security of other collateral granted
to the Bank, and confirms that the Indebtedness and Obligations secured thereby
includes, without limitation, the Indebtedness.

6. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.

7. NO DEFENSES OF BORROWER. Borrower agrees that it has no defenses against the
obligations to pay any amounts under the Indebtedness.

4
<PAGE>

the Indebtedness. Nothing in this Loan Modification Agreement shall constitute a
satisfaction of the Indebtedness. It is the intention of Bank and Borrower to
retain as liable parties all makers and endorsers of Existing Loan Documents,
unless the party is expressly released by Bank in writing. No maker, endorser,
or guarantor will be released by virtue of this Loan Modification Agreement. The
terms of this paragraph apply not only to this Loan Modification Agreement, but
also to all subsequent loan modification agreements.

9. JURISDICTION/VENUE. Borrower accepts for itself and in connection with its
properties, unconditionally, the non-exclusive jurisdiction of any state or
federal court of competent jurisdiction in the Commonwealth of Massachusetts in
any action, suit, or proceeding of any kind against it which arises out of or by
reason of this Loan Modification Agreement; provided, however, that if for any
reason Bank cannot avail itself of the courts of the Commonwealth of
Massachusetts, then venue shall lie in Santa Clara County, California.

10. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective
only when it shall have been executed by Borrower and Bank (provided, however,
in no event shall this Loan Modification Agreement become effective until signed
by an officer of Bank in California).

This Loan Modification Agreement is executed as of the date first
written above.

BORROWER: BANK:

METRISA, INC., formerly known SILICON VALLEY BANK, doing
as Holometrix, Inc., successor business as SILICON VALLEY EAST
by merger with, among others,
Tytronics Incorporated

By: By:
------------------------- ---------------------------
Name: Name:
----------------------- -------------------------
Title: Title:
---------------------- ------------------------
SILICON VALLEY BANK

By:
---------------------------
Name:
-------------------------
Title:
------------------------
(signed in Santa Clara County, California)

EXHIBIT 10.18

THIRD LOAN MODIFICATION AGREEMENT

This Third Loan Modification Agreement is entered into as of
__________, 1999, by and between METRISA, INC., formerly known as Holometrix,
Inc., successor by merger with, among others, Tytronics Incorporated
("Borrower"), a Delaware corporation whose address is 25 Wiggins Avenue,
Bedford, Massachusetts 01730, and SILICON VALLEY BANK, a California-based bank
("Bank") with its principal place of business at 3003 Tasman Drive, Santa Clara,
CA 95054, and with a loan production office located at Wellesley Office Park, 40
William Street, Suite 350, Wellesley, Massachusetts 02481, doing business under
the name "Silicon Valley East".

1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other
documents, (i) a certain Loan and Security Agreement dated as of July 24, 1997,
as amended by a certain Loan Modification and Assumption Agreement dated as of
July 23, 1998, as amended by a certain Second Loan Modification Agreement dated
as of September 23, 1998 (as amended, the "Loan Agreement"), and (ii) a certain
Promissory Note dated July 24, 1997 (the "Note"). Capitalized terms used but not
otherwise defined herein shall have the same meaning as in the Loan Agreement.

Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness."

2. DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured by the
Collateral as described in the Loan Agreement (together with all other documents
securing repayment of the Indebtedness, the "Security Documents"). Hereinafter,
the Security Documents, together with all other documents evidencing or securing
the Indebtedness shall be referred to as the "Existing Loan Documents".

3. DESCRIPTION OF CHANGE IN TERMS.

A. Modifications to Loan Agreement.

1. The Loan Agreement shall be amended by deleting the following
definition appearing in Section 1.1 thereof:

""Borrowing Base" means an amount equal to: (i) seventy-five
percent (75.0%) of Eligible Accounts as determined by Bank with
reference to the most recent Borrowing Base Certificate delivered
by Borrower, PLUS (ii) twenty percent (20.0%) of the value of
Borrower's Eligible Inventory (valued at the lower of cost or
wholesale fair market value) as determined by Bank with reference
to the most recent Borrowing Base Certificate delivered by
Borrower, MINUS (iii) the then outstanding principal balance of
the Term Loan."

and inserting in lieu thereof the following:

<PAGE>

""Borrowing Base" means an amount equal to: (i) seventy-five
percent (75.0%) of Eligible Accounts as determined by Bank with
reference to the most recent Borrowing Base Certificate delivered
by Borrower, PLUS (ii) fifteen percent (15.0%) of the value of
Borrower's Eligible Inventory (valued at the lower of cost or
wholesale fair market value) as determined by Bank with reference
to the most recent Borrowing Base Certificate delivered by
Borrower, MINUS (iii) the then outstanding principal balance of
the Term Loan."

2. The Loan Agreement shall be amended by deleting the following text
appearing as Section 6.9 thereof:

"6.9 Tangible Net Worth. Borrower shall maintain as of the last
day of each of the following periods, a Tangible Net Worth as
follows: (a) Quarter ending September 30, 1998, and each
subsequent quarter -$1,200,000.00; and (b) Month ending October
31, 1998, and each subsequent month which is not also a quarter
end - $900,000.00."

and inserting in lieu thereof the following:

"6.9 Tangible Net Worth. Borrower shall maintain: (a) as of the
last day of quarter ending March 31, 1999, a Tangible Net Worth
of not less than Two Million Dollars ($2,000,000.00), (b) on a
monthly basis, as of the last day of the months ending April 30,
1999 and May 31, 1999, a Tangible Net Worth of not less than One
Million Six Hundred Thousand Dollars ($1,600,000.00), (c) as of
the last day of quarter ending June 30, 1999, a Tangible Net
Worth of not less than Two Million Dollars ($2,000,000.00), (d)
on a monthly basis, as of the last day of the months ending July
31, 1999 and August 31, 1999, a Tangible Net Worth of not less
than One Million Seven Hundred Sixty Thousand Dollars
($1,760,000.00), (e) as of the last day of the quarter ending
September 30, 1999, and as of the last day of each quarter
thereafter, a Tangible Net Worth of not less than Two Million Two
Hundred Thousand Dollars ($2,200,000.00), and (f) on a monthly
basis, as of the last day of all months which are not the last
month of a quarter, commencing with the month ending October 31,
1999, a Tangible Net Worth of not less than One Million Seven
Hundred Sixty Thousand Dollars($1,760,000.00)."

3. The Loan Agreement shall be amended by deleting the following text
appearing as Section 6.13 thereof.

"6.13 Net Income. Borrower shall maintain on the last day of each
of the following quarters, Net Income as follows: (a) Quarter
ending

2
<PAGE>

September 30, 1998 - $250,000.00; (b) Quarter ending December 31,
1998 - ($375,000.00); (c) Quarter ending March 31, 1999 -
($125,000.00); and (d) Quarter ending June 30, 1999 and for each
quarter thereafter - $1.00."

and inserting in lieu thereof the following:

"6.13 Net Income. Borrower shall maintain, as of the last day of
each of the following quarters: (a) a maximum Net Loss of Three
Hundred Thousand Dollars ($300,000.00) for the quarter ending
March 31, 1999, and (b) a minimum Net Income of One Dollar
($1.00) for the quarter ending June 30, 1999 and each quarter
thereafter."

4. The Loan Agreement shall be amended by deleting Section 8.2(a) and
inserting in lieu thereof the following text:

"(a) If Borrower fails to perform any obligation hereunder, or
violates any of the covenants contained in Article 6 of this
Agreement,"

5. The Loan Agreement shall be amended by deleting the Borrowing Base
Certificate attached as Exhibit C to the Loan Agreement and inserting
in lieu thereof Exhibit C attached to this Loan Modification
Agreement.

6. The Loan Agreement shall be amended by deleting the Compliance
Certificate attached as Exhibit D to the Loan Agreement and inserting
in lieu thereof Exhibit D attached to this Loan Modification
Agreement.

4. FACILITY FEE. Borrower shall pay to Bank a facility fee (the "Facility Fee")
equal to One Thousand Dollars ($1,000.00) which fee shall be due on the date
hereof and which shall be deemed fully earned as of the date hereof. The
Borrower shall also reimburse Bank for all legal fees and expenses incurred in
connection with this amendment to the Existing Loan Documents.

5. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security or other collateral granted
to the Bank, and confirms that the indebtedness and Obligations secured thereby
includes, without limitation, the Indebtedness.

6. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.

7. NO DEFENSES OF BORROWER. Borrower agrees that it has no defenses against the
obligations to pay any amounts under the Indebtedness.

3
<PAGE>

8. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
existing Indebtedness, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except
as expressly modified pursuant to this Loan Modification Agreement, the terms of
the Existing Loan Documents remain unchanged and in full force and effect.
Bank's agreement to modifications to the existing Indebtedness pursuant to this
Loan Modification Agreement in no way shall obligate Bank to make any future
modifications to the Indebtedness. Noting in this Loan Modification Agreement
shall constitute a satisfaction of the Indebtedness. It is the intention of Bank
and Borrower to retain as liable parties all makers and endorsers of Existing
Loan Documents, unless the party is expressly released by Bank in writing. No
maker, endorser, or guarantor will be released by virtue of this Loan
Modification Agreement. The terms of this paragraph apply not only to this Loan
Modification Agreement, but also to all subsequent loan modification agreements.

9. JURISDICTION/VENUE. Borrower accepts for itself and in connection with its
properties, unconditionally, the non-exclusive jurisdiction of any state or
federal court of competent jurisdiction in the Commonwealth of Massachusetts in
any action, suit or proceeding of any kind against it which arises out of or by
reason of this Loan Modification Agreement, provided, however, that if for any
reason Bank cannot avail itself of the courts of the Commonwealth of
Massachusetts, the venue shall lie in Santa Clara County, California.

This Loan Modification Agreement is executed as of the date first
written above.

BORROWER: BANK:

METRISA, INC., formerly known SILICON VALLEY BANK, doing
as Holometrix, Inc., successor business as SILICON VALLEY EAST
by merger with, among others,
Tytronics Incorporated

By:
---------------------------
Name:
-------------------------
Title:
------------------------
(signed in Santa Clara County, California)

EXHIBIT 10.19

FOURTH AMENDMENT OF LEASE

THIS FOURTH AMENDMENT OF LEASE is made as of the 30th day of September,
1999, by and between OPTA FOOD INGREDIENTS, INC., a Delaware corporation, with
an address of 25 Wiggins Avenue, Bedford, Massachusetts (the "Lessor"),
successor in interest to Springfield Institution for Savings and METRISA, INC.,
a Delaware corporation, having a principal office of 25 Wiggins Avenue, Bedford,
Massachusetts (the "Lessee"), successor in interest to Holometrix, Inc. and
Tytronics, Incorporated.

R E C I T A L S :

A. Reference is hereby made to a certain Lease, dated June 28, 1991, by
and between Griffith Bedford Realty Trust, predecessor in interest to
Springfield Institution for Savings as lessor and Holometrix, Inc. and Tytronics
Incorporated as lessee, demising certain premises (the "Premises") located at 25
Wiggins Avenue, Bedford, Middlesex County, Massachusetts, as amended by First
Amendment of Lease (the "First Amendment") dated August 19, 1993, by Second
Amendment of Lease (the "Second Amendment") dated January 15, 1995 and by Third
Amendment of Lease dated September 30, 1996 (the "Third Amendment" and together,
the "Lease");

B. Lessor and Lessee are the current holders, respectively, of the
landlord and tenant interest under the Lease.

C. Lessor and Lessee wish to amend the Lease upon such terms and
conditions as are hereinafter provided.

A G R E E M E N T S :

IN CONSIDERATION OF One ($1.00) Dollar, the mutual covenants as
hereinafter contained and other good and valuable consideration, Lessor and
Lessee agree to amend the Lease, effective as of the date hereof, as follows:

1. The term of the Lease shall be extended for three (3) years,
commencing October 1, 1999 and expiring on September 30, 2002; provided,
however, that on or prior to June 1, 2000, Lessor and Lessee shall each have the
right to notify the other of their intention to terminate the Lease by written
notice to the other or the lease will extend for the period October 1, 2000
through September 30, 2001; and that on or prior to June 1, 2001, Lessor and
Lessee shall each have the right to notify the other of their intention to
terminate the Lease by written notice to the other or the lease will extend for
the period October 1, 2001 through September 30, 2002.

<PAGE>

2. Base Rend under Article III, Section 1 of the Lease is revised as
follows: Annually, for the period October 1, 1999 through September 30, 2000,
the amount of One Hundred Six Thousand Four Hundred ($106,400.00) Dollars
payable in equal monthly installments of Eight Thousand Eight Hundred Sixty Six
and 67/100 ($8,866.67) Dollars; for the period October 1, 2000 through September
30, 2001, the amount of One Hundred Fourteen Thousand ($114,000.00) Dollars,
payable in equal monthly installments of Nine Thousand Five Hundred ($9,500.00)
Dollars; and for the period October 1, 2001 through September 30, 2002, the
amount of One Hundred Twenty One Thousand Six Hundred ($121,600.00) Dollars
payable in equal monthly installments of Ten Thousand One Hundred Thirty Three
and 33/100 ($10,133.33) Dollars.

3. In addition to, and not in substitution for, any other obligations
of Lessee under the Lease, Lessee agrees that it shall comply with all laws,
rules, regulations and orders ("Laws") affecting its tenancy, including, without
limitation, those concerning hazardous materials, as defined by state or federal
law. Lessee shall forthwith send Lessor a copy of any notice received by Lessor
concerning any alleged violation of Laws and shall cure any such violation
within the period set forth in such notice or sixty (60) days, whichever is
sooner. If Lessee has not effected a cure within such time, Lessor may, without
in any way being liable to do so, effect such cure and Lessee shall pay Lessor
all amounts so incurred by Lessor, as additional rent, together with interest at
the prime rate of Fleet Bank, N.A., or any successor thereto, within ten (10)
days of invoice by Lessor.

4. Except as hereinabove amended, the Lease shall remain in full force
and effect.

LESSOR:

OPTA FOOD INGREDIENTS, INC.

By:____________________________________
Title:_________________________________

LESSEE:

METRISA, INC.

By:____________________________________
Title:_________________________________

-2-

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</TABLE>