ATTACHMENT A

        DIRECTORS

             Set forth  below are  the names  of the  persons serving  as
        directors, their ages, their offices in the Corporation, if  any,
        their principal occupation or employment for the past five years,
        the length of their  tenure as directors and  the names of  other
        public  companies  in  which  such  persons  hold  directorships.
        Information  regarding   their   beneficial  ownership   of   the
        Corporation's Common Stock and of the common stock of its  parent
        corporations, Thermo  TerraTech  Inc.  ("Thermo  TerraTech")  and
        Thermo Electron  Corporation  ("Thermo  Electron"),  is  reported
        under the caption "Stock Ownership."

        John P.         Dr. Appleton, 62, has been the  Chairman of the
        Appleton        Board and a  director of the  Corporation since
                        1993.   He  also  served as  the  Corporation's
                        chief executive officer from  September 1993 to
                        May 1997.   Dr.  Appleton  has been  president,
                        chief  executive  officer  and  a  director  of
                        Thermo TerraTech since September  1993, and has
                        served as a  vice president of  Thermo Electron
                        since 1975 in various managerial capacities.

        Elias P.        Dr. Gyftopoulos, 70, has been a director of the
        Gyftopoulos     Corporation since  1994   .    Dr. Gyftopoulos  
                        Professor   Emeritus   of   the   Massachusetts
                        Institute of Technology, where he  was the Ford
                        Professor  of  Mechanical  Engineering  and  of
                        Nuclear Engineering for more  than twenty years
                        until his retirement in 1996 .  Dr.  Gyftopoulos
                        is also a  director of Thermo  Electron, Thermo
                        BioAnalysis Corporation,  Thermo  Cardiosystems
                        Inc.,     ThermoLase   Corporation,  ThermoSpect
                        Corporation,  Thermo  Voltek  Corp.     and   Tr
                        Medical Corporation.
        Fred Holubow    Mr. Holubow,  58, has  been a  director of  the
                        Corporation since 1992.   Mr. Holubow  has been
                        vice  president   of  Pegasus   Associates,  an
                        investment management firm, for  more than five
                        years.
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        Theo            Mr. Melas-Kyriazi, 38,  has been a  director of
        Melas-Kyriazi   the Corporation since 1992.   Mr. Melas-Kyriazi
                        has been president and  chief executive officer
                        and a  director  of ThermoSpectra  Corporation,
                        which  develops   and  manufactures   precision
                        imaging, inspection and measurement instruments
                        based  on   high-speed  data   acquisition  and
                        digital  processing  technologies,   since  its
                        inception in August 1994. Mr. Melas-Kyriazi was
                        Treasurer of Thermo  Electron from May  1988 to
                        August 1994 and Treasurer of Thermo Remediation
                        from 1991 to 1994.  Mr. Melas-Kyriazi is also a
                        director  of   ThermoSpectra  Corporation   and
                        Thermo Voltek Corp.

        Frank E. Morris Dr. Morris,  73,  has been  a  director of  the
                        Corporation since 1993.   Dr. Morris  served as
                        president of the Federal Reserve Bank of Boston
                        from 1968 until he retired in 1988.  Dr. Morris
                        also served as  the Peter Drucker  Professor of
                        Management at Boston College from 1989 to 1994.
                        Dr. Morris is a director of Thermo Electron and
                        is a trustee of  SEI Mutual Funds,  The Capitol
                        Mutual Funds, FFB  Lexicon Funds and  The Arbor
                        Fund.
        Jeffrey L.      Mr.  Powell,  39,  has  been  president  and  a
        Powell          director  of  the  Corporation  since  December
                        1991, and was named chief  executive officer in
                        May 1997.
        William A.      Mr. Rainville, 55, has  been a director  of the
        Rainville       Corporation since June 1993.  Mr. Rainville has
                        been President and  Chief Executive  Officer of
                        Thermo  Fibertek   Inc.,   a   majority   owned
                        subsidiary of Thermo Electron that develops and
                        manufactures equipment  and  products  for  the
                        paper making  and  paper recycling  industries,
                        since its inception in 1991, and  a Senior Vice
                        President of Thermo  Electron since  March 1993
                        and a  Vice President  of Thermo  Electron from
                        1986 to 1993.   From  1984 until  January 1993,
                        Mr.  Rainville  was  the  President  and  Chief
                        Executive  Officer   of  Thermo   Electron  Web
                        Systems Inc., a  subsidiary of  Thermo Fibertek
                        Inc.   Mr.  Rainville  is  also a  director  of
                        Thermo  Ecotek  Corporation,   Thermo  Fibergen
                        Inc.,   Thermo   Fibertek   Inc.   and   Thermo
                        TerraTech.

        Committees of the Board of Directors and Meetings

             The Board of  Directors has established  an Audit  Committee
        and a  Human  Resources  Committee,  each  consisting  solely  of
        outside directors. The present members of the Audit Committee are
        Mr. Holubow  (Chairman)  and Dr.  Morris.   The  Audit  Committee
                                        2
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        reviews the scope of the audit with the Corporation's independent
        public accountants  and  meets  with  them  for  the  purpose  of
        reviewing the results of the audit subsequent to its  completion.
        The present  members of  the Human  Resources Committee  are  Dr.
        Morris (Chairman), Dr.  Gyftopoulos and Mr.  Holubow.  The  Human
        Resources Committee reviews the performance of senior members  of
        management, recommends executive compensation and administers the
        Corporation's stock  option  and other  stock-based  compensation
        plans. The Corporation  does not have  a nominating committee  of
        the Board of Directors.  The Board of  Directors met five  times,
        the Audit Committee met twice     and the Human Resources Committee
        met seven times       during fiscal 1997.   Each director attended  at
        least  75%  of  all  meetings  of  the  Board  of  Directors  and
        Committees on which he served held during fiscal 1997.

        Compensation of Directors

        Cash Compensation

             Directors who  are  not  employees of  the  Corporation,  of
        Thermo Electron or  of any other  company affiliated with  Thermo
        Electron (also  referred to  as "outside  directors") receive  an
        annual retainer  of  $2,000 and  a  fee  of $1,000  per  day  for
        attending regular meetings of the Board of Directors and $500 per
        day for participating in meetings of the Board of Directors  held
        by means of conference telephone and for participating in certain
        meetings of committees  of the  Board of Directors.   Payment  of
        directors'  fees   is  made   quarterly.     Dr.  Appleton,   Mr.
        Melas-Kyriazi, Mr. Powell and Mr. Rainville are all employees  of
        Thermo Electron or its subsidiaries  and do not receive any  cash
        compensation  from  the   Corporation  for   their  services   as
        directors.   Directors  are  also  reimbursed  for  out-of-pocket
        expenses incurred in attending such meetings.

        Deferred Compensation Plan for Directors  

             Under  the  Corporation's  deferred  compensation  plan  for
        directors (the "Deferred Compensation Plan"), a director has  the
        right to defer receipt of his cash fees until he ceases to  serve
        as a director, dies or retires from his principal occupation.  In
        the event of a change in control or proposed change in control of
        the Corporation that is not  approved by the Board of  Directors,
        deferred  amounts  become  payable  immediately.  Either  of  the
        following is  deemed  to  be  a  change  of  control:    (a)  the
        acquisition,  without  the  prior   approval  of  the  Board   of
        Directors, directly or indirectly, by  any person of 50% or  more
        of the outstanding Common Stock  or the outstanding common  stock
        of Thermo  TerraTech or  25% or  more of  the outstanding  common
        stock of  Thermo Electron;  or  (b) the  failure of  the  persons
        serving on  the  Board  of Directors  immediately  prior  to  any
        contested election of directors or  any exchange offer or  tender
        offer for  the  Common  Stock  or  the  common  stock  of  Thermo
        TerraTech or  Thermo Electron  to constitute  a majority  of  the
        Board of Directors  at any  time within two  years following  any
                                        3
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        such  event.     Amounts  deferred  pursuant   to  the   Deferred
        Compensation Plan are valued at the end of each quarter as  units
        of the Corporation's Common Stock. When payable, amounts deferred
        may be disbursed  solely in  shares of  Common Stock  accumulated
        under the Deferred Compensation Plan. A total of 37,500 shares of
        Common Stock have been reserved  for issuance under the  Deferred
        Compensation Plan.  As of June 28, 1997, deferred units equal  to
        5,784 full  shares of  Common Stock  were accumulated  under  the
        Deferred Compensation Plan.

        Directors Stock Option Plan  

             The Corporation's  directors stock  option plan,  which  was
        amended in 1995, (the "Directors Plan") provides for the grant of
        stock  options  to  purchase  shares  of  Common  Stock  of   the
        Corporation to outside directors  as additional compensation  for
        their service as directors.

             The Directors  Plan originally  provided  for the  grant  of
        stock options  upon a  director's initial  appointment.   Outside
        directors appointed before the amendment of the plan received  an
        option to  purchase  22,500 shares  of  Common Stock  upon  their
        appointment or election.  The amended plan provides that the size
        of the award  to new directors  is reduced by  4,500 shares  each
        year until 1998, when the initial grant for new directors will be
        eliminated entirely.  Accordingly,  directors first appointed  or
        elected in 1997  will receive options  to purchase 13,500  shares
        and directors first appointed or  elected in 1998 and  thereafter
        will not receive an initial option grant. Options granted upon  a
        director's election or appointment may  be exercised at any  time
        from and after the six-month anniversary of the grant date of the
        option and prior  to the expiration  of the option  on the  fifth
        anniversary of  the grant  date.   Such  options are  subject  to
        restrictions on resale and to  the repurchase by the  Corporation
        of the shares  subject to  option at  the exercise  price if  the
        director ceases to serve as a director of the Corporation, Thermo
        Electron or any  subsidiary of  Thermo Electron,  for any  reason
        other than death.  The restriction and repurchase rights lapse in
        equal installments  of  4,500  shares  starting  with  the  first
        anniversary  of  the  grant  date,  provided  the  director   has
        continuously served as a director of the Corporation or any other
        Thermo Electron company prior to that date.

             Commencing with  the 1998  Annual Meeting  of  Stockholders,
        outside directors  will receive  an annual  grant of  options  to
        purchase 1,000 shares of Common  Stock pursuant to the  Directors
        Plan at the close of business on the date of each Annual  Meeting
        of the  Stockholders  of  the Corporation.    Options  evidencing
        annual grants may  be exercised at  any time from  and after  the
        six-month anniversary of the grant  date of the option and  prior
        to the expiration of the option  on the third anniversary of  the
        grant date.   Shares acquired  upon exercise of  the options  are
        subject to repurchase by the Corporation at the exercise price if
        the recipient ceases to serve as a director of the Corporation or
                                        4
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<PAGE>





        any other Thermo Electron company prior to the first  anniversary
        of the grant date.

             The exercise price for  options granted under the  Directors
        Plan is the average of the closing prices of the Common Stock  as
        reported on  the  American  Stock Exchange  (or  other  principal
        market on which  the Common Stock  is then traded)  for the  five
        trading days preceding and  including the date  of grant, or,  if
        the shares are not then traded, at the last price per share  paid
        by third  parties  in an  arms-length  transaction prior  to  the
        option grant. As  of June  28, 1997, options  to purchase  72,000
        shares of  Common Stock  had been  granted and  were  outstanding
        under  the  Directors  Plan,  no  options  had  lapsed  or   been
        exercised, and options to purchase   78,000 shares of Common Stock
        were reserved and available for grant under the Directors Plan.

        Stock Ownership Policies for Directors

             During fiscal  1997, the  Human Resources  Committee of  the
        Board of Directors (the "Committee") established a stock  holding
        policy for directors.   The  stock holding  policy requires  each
        director to  hold a  minimum  of 1,000  shares of  Common  Stock.
        Directors are requested  to achieve this  ownership level by  the
        1998 Annual  Meeting of  Stockholders.   Directors who  are  also
        executive officers of the Corporation are required to comply with
        a separate stock holding policy  established by the Committee  in
        fiscal 1997. 

             In  addition,  the  Committee  adopted  a  policy  requiring
        directors to hold shares of the Corporation's Common Stock  equal
        to one-half of their net option  exercises over a period of  five
        years.  The net option exercise is determined by calculating  the
        number of shares acquired upon exercise of a stock option,  after
        deducting the number  of shares  that could have  been traded  to
        exercise the option and the number of shares that could have been
        surrendered to satisfy  tax withholding obligations  attributable
        to the exercise of the option.  This policy is also applicable to
        executive officers. 

        STOCK OWNERSHIP

             The following table sets  forth the beneficial ownership  of
        Common Stock, as well as the common stock of Thermo TerraTech and
        Thermo Electron, as of  June 28, 1997, with  respect to (i)  each
        person who was known by the Corporation to own beneficially  more
        than 5%  of the  outstanding shares  of Common  Stock, (ii)  each
        director, (iii)  each  executive  officer named  in  the  summary
        compensation table under the heading "Executive Compensation" and
        (iv) all directors and current executive officers as a group.

             While  certain  directors  or  executive  officers  of   the
        Corporation are also  directors or executive  officers of  Thermo
        Electron  or  Thermo   TerraTech,  all   such  persons   disclaim

                                        5
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<PAGE>





        beneficial ownership  of  the shares  of  Common Stock  owned  by
        Thermo TerraTech or Thermo Electron.

        






                                   Thermo        Thermo        Thermo
                                                Electron     TerraTech

               Name (1)          Remediation   Corporation    Inc. (4)
               --------          -----------   -----------    --------
                                  Inc. (2)         (3)
                                  --------         ---

        Thermo TerraTech Inc.(5)    8,891,460           N/A          N/A
        

        William Harris              1,088,562           N/A          N/A
        Investors, Inc. (6)

        John P. Appleton               63,000       144,749      216,989

        Robert W. Dunlap               95,848        10,000       10,000

        Elias P. Gyftopoulos           27,600        71,070        1,500

        Fred Holubow                   53,764         6,000       16,500

        Nels R. Johnson                30,688        21,752       12,958

        James Lousararian              82,841         7,637       27,226

        Theo Melas-Kyriazi             22,500       161,404       10,319

        Frank E. Morris                27,301        23,910        1,500

        Jeffrey L. Powell             111,000        41,287       82,835

        William A. Rainville           24,000       249,292       60,000

        All directors and
        executive
        officers as a group
        (13 persons)                  606,345     1,518,508      529,417



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

        (2)  Shares beneficially owned by Dr. Appleton, Dr.  Gyftopoulos,
        Mr. Holubow, Mr. Johnson, Mr. Lousararian, Mr. Melas-Kyriazi, Dr.
        Morris, Mr. Powell, Mr. Rainville  and all directors and  current
        executive officers  as a  group include       63,000, 27,600,  24,450,
        30,250, 80,500,  22,500,  24,450,  111,000,  22,500  and  476,750
        shares, respectively, that such person or group has the right  to
        acquire within 60 days of June 28, 1997, through the exercise  of
        stock options.   Shares beneficially  owned by  Mr. Holubow,  Dr.
        Morris and  all directors  and current  executive officers  as  a
        group include 2,932, 2,851  and 5,783    shares, respectively, that
        had been allocated  through June  28, 1997,  to their  respective
        accounts maintained under the Corporation's Deferred Compensation
        Plan for  Directors.   Shares beneficially  owned by  Dr.  Dunlap
        include 16,527         shares of  the Corporation's  common stock  being
        held in an escrow account  in connection with the acquisition  by
        the Corporation of Remediation Technologies, Inc. on December  8,
        1995, to  secure indemnification  obligations  of Mr.  Dunlap  in
        connection with such acquisition, as well as warrants to purchase
        23,962  shares  of  the  Corporation's  common  stock,  of  which
        warrants to  purchase 5,509  shares are  likewise being  held  in
        escrow.  No  director or current  executive officer  beneficially
        owned more than 1% of the Common Stock outstanding as of June 28,
        1997;  all   directors  and   executive  officers   as  a   group
        beneficially owned 4.7%  of the  Common Stock  outstanding as  of
        such date.

        (3)  Shares of the common  stock of Thermo Electron  beneficially
        owned by Dr. Appleton, Mr. Dunlap, Dr. Gyftopoulos, Mr.  Johnson,
        Mr. Lousararian, Mr. Melas-Kyriazi,  Dr. Morris, Mr. Powell,  Mr.
        Rainville and all directors and  current executive officers as  a
        group include  107,257, 10,000,  9,375, 16,882,  4,275,  120,072,
        9,375, 35,012, 197,236 and  1,146,556 shares, respectively,  that
        such person or group has the  right to acquire within 60 days  of
        June 28, 1997,  through the  exercise of stock  options.   Shares
        beneficially  owned  by  all  directors  and  current   executive
        officers as a group include  3,674 full shares allocated  through
        June 28, 1997, to  their respective accounts maintained  pursuant
        to Thermo Electron's employee stock ownership plan, of which  the
        trustees, who have investment power  over its assets, were as  of
        June 28, 1997,  executive officers of  Thermo Electron  ("ESOP").
        Shares beneficially owned  by Dr.  Morris and  all directors  and
        current executive officers as a group each include 11,120  shares
                                        6
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        allocated  through  June  28,  1997,  to  Dr.  Morris's   account
        maintained pursuant  to Thermo  Electron's Deferred  Compensation
        Plan for  directors.   Shares beneficially  owned by  Dr.  Morris
        include 3,415 shares owned by his spouse.  No director or current
        executive officer beneficially owned more  than 1% of the  common
        stock of Thermo  Electron outstanding  as of June  28, 1997;  all
        directors and current executive officers as a group  beneficially
        owned approximately  1.0% of  the  Thermo Electron  common  stock
        outstanding as of such date.

        (4)  Shares of the common stock of Thermo TerraTech  beneficially
        owned by Dr. Appleton, Mr. Dunlap, Dr. Gyftopoulos, Mr.  Johnson,
        Mr. Lousararian, Mr. Melas-Kyriazi,  Dr. Morris, Mr. Powell,  Mr.
        Rainville and all directors and  current executive officers as  a
        group include  215,000, 10,000,  1,500, 12,000,  27,000,  10,000,
        1,500, 63,000, 60,000 and 461,000 shares, respectively, that such
        person or group has the right  to acquire within 60 days of  June
        28,  1997,  through  the  exercise  of  stock  options.    Shares
        beneficially owned by Mr. Holubow  and all directors and  current
        executive officers as a group  include 16,500 and 29,000  shares,
        respectively, that such person or group has the right to  acquire
        within 60 days of       June 28, 1997, through  the exercise of stock
        purchase warrants acquired in connection with private  placements
        of the securities  of Thermo  TerraTech and  one or  more of  the
        Corporation's subsidiaries on terms identical to terms granted to
        unaffiliated  investors.    Shares  beneficially  owned  by   Dr.
        Appleton and all  directors and current  executive officers as  a
        group include 255  and 909      full shares, respectively,  allocated
        through June  28, 1997  to accounts  maintained pursuant  to  the
        ESOP.    Except   for  Dr.  Appleton,   who  beneficially   owned
        approximately 1.2%  of  the  common  stock  of  Thermo  TerraTech
        outstanding as of June 28, 1997, no director or current executive
        officer beneficially  owned more  than 1%  of such  common  stock
        outstanding as  of  June  28, 1997;  all  directors  and  current
        executive officers  as a  group beneficially  owned        2.9% of  the
        Common Stock outstanding as of such date.

        (5)  Includes  269,492  shares  of   Common  Stock  that   Thermo
        TerraTech has the  right to acquire  within 60 days  of June  28,
        1997, through the conversion of certain convertible notes of  the
        Corporation held  by Thermo  TerraTech.   As  of June  28,  1997,
        Thermo TerraTech beneficially owned  approximately 70.59%    of the
        outstanding Common Stock.   Thermo TerraTech's  address is  12068
        Market Street, Livonia,  Michigan 48150.   As of  June 28,  1997,
        Thermo Terra Tech had  the power to elect  all of the members  of
        the Corporation's Board  of Directors.    Thermo  TerraTech is  a
        majority owned  subsidiary  of Thermo  Electron  and,  therefore,
        Thermo Electron may be deemed a beneficial owner of the shares of
        Common Stock  beneficially owned  by  Thermo TerraTech.    Thermo
        Electron disclaims beneficial ownership of these shares.

        (6)  Based on information provided in the Schedule 13G of William
        Harris Investors, Inc.  ("Harris") dated February  3 1997,  these
        shares of Common Stock have been acquired by Harris on behalf  of
                                        7
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<PAGE>





        unidentified discretionary clients  of  Harris.   Harris  is  a
        investment adviser registered under Section 203 of the Investment
        Adviser Act of 1940, as amended.  Its address is 2 North  LaSalle
        Street, Suite 300, Chicago, Illinois 60602.


















































                                        8
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<PAGE>





        Section 16(a) Beneficial Ownership Reporting Compliance

             Section  16(a)  of  the  Securities  Exchange  Act  of  1934
        requires the Corporation's directors and executive officers,  and
        beneficial owners of more than 10%  of the Common Stock, such  as
        Thermo TerraTech and Thermo Electron, to file with the Securities
        and Exchange Commission initial reports of ownership and periodic
        reports of changes in ownership of the Corporation's  securities.
        Based upon a  review of  such filings, all  Section 16(a)  filing
        requirements applicable to such persons were complied with during
        fiscal 1997,  except  in  the following  instances.    Mr.  James
        Lousararian, a Vice President of the Corporation, filed a Form  5
        late reporting  one exempt  purchase of  Common Stock  under  the
        Corporation's employee  stock purchase  plan.   Thermo  TerraTech
        filed two Forms 4 late reporting two transactions associated with
        the exercise  and  lapse  of  options  granted  to  employees  to
        purchase shares of Common Stock  under its stock option  program.
        Thermo Electron filed six Forms 4 late, reporting a total of  six
        transactions, including the two transactions described above  for
        Thermo TerraTech, one  open market purchase  of shares of  Common
        Stock and three additional transactions associated with the grant
        to employees of options to purchase shares of Common Stock  under
        its stock option program.

        EXECUTIVE COMPENSATION

        Summary Compensation Table

             The following table summarizes compensation for services  to
        the Corporation in all capacities  awarded to, earned by or  paid
        to the Corporation's chief executive  officer and its four  other
        most highly  compensated executive  officers for  the last  three
        fiscal years.

             The Corporation  is required  to appoint  certain  executive
        officers and full-time employees of Thermo Electron as  executive
        officers of  the  Corporation,  in  accordance  with  the  Thermo
        Electron Corporate Charter. The compensation for these  executive
        officers is determined and paid entirely by Thermo Electron.  The
        time and effort devoted by these individuals to the Corporation's
        affairs is  provided  to  the  Corporation  under  the  Corporate
        Services Agreement between the  Corporation and Thermo  Electron.
        Accordingly,  the  compensation  for  these  individuals  is  not
        reported in the following table.

        




<TABLE>


                                Summary Compensation Table


                                                       
                                 Annual Compensation   Long Term
                                 ------------------    Compensation
                                                       ------------
                                                       Securities
                                                       Underlying
                                                        Options        All Other
        Name and           Fiscal                     (No. of Shares
        Principal Position Year    Salary    Bonus  and Company) (1)   Compensation
        ------------------ ----    ------    -----  ---------------- ------------
        <S>                <C>     <C>       <C>    <C>              <C>                   (2)
                                                                         


        John P. Appleton(3)1997   $36,750    $20,000      --            $6,919
          Chief Executive  1996   $33,750    $20,000      --            $6,919
          Officer

                           1995    $7,313     $5,000  30,000(TTT)      $11,171

        Jeffrey L. Powell  1997  $122,000    $40,000     600(TMO)       $7,023
         (4 )
        President and                                  2,000(TFG)
        Chief 
        Operating Officer                               6,000(TOC)
                           1996  $116,000    $60,000     300(TMO)       $6,646

                                                       2,000(TBA)
                                                       5,000(TLZ)
                                                       2,000(TLT)

                                                       6,000(TMQ)
                                                       2,000(TSR)
                                                       4,000(TXM)
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<PAGE>





                           1995  $108,000    $63,500  15,000(THN)       $6,828

                                                      10,000(TTT)
                                                      22,275(TMO)
        James Lousararian  1997  $106,000    $25,000  10,000(THN)       $6,567
         Vice President,   1996  $102,000    $33,000      --            $6,636
         Sales
         and Marketing     1995   $96,000    $49,500  10,500(THN)       $6,078
                                                       4,000(TTT)

        Nels R. Johnson    1997   $97,300    $28,000   8,000(THN)       $5,275
        (5)
         Vice President                                  900(TMO)
                           1996   $93,600    $25,000  20,000(THN)       $4,730

        Robert W. Dunlap   1997  $165,000    $35,000  10,000(TTT)
        (6)
          Vice President                              10,000(TMO)       $5,088


</TABLE>








        (1)  In addition  to  grants of  options  to purchase  shares  of
        Common Stock of the Corporation (designated in the table as THN),
        the named executive officers of the Corporation have been granted
        options to purchase common stock  of Thermo Electron and  certain
        of its  other subsidiaries  as part  of Thermo  Electron's  stock
                                        9
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        option program.  Options have been granted during the last  three
        fiscal years to  the named  executive officers  in the  following
        Thermo Electron companies:   Thermo Electron  (designated in  the
        table as TMO), Thermo TerraTech Inc. (designated in the table  as
        TTT), Thermo BioAnalysis Corporation (designated in the table  as
        TBA), Thermo  Fibergen Inc.  (designated in  the table  as  TFG),
        ThermoLase  Corporation  (designated  in   the  table  as   TLZ),
        ThermoLyte Corporation (designated in  the table as TLT),  Thermo
        Optek Corporation (designated in  the table as TOC),  ThermoQuest
        Corporation (designated in the table as TMQ), Thermo Sentron Inc.
        (designated in the  table as TSR),  and Trex Medical  Corporation
        (designated in the table as TXM).

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

        (3)  Dr. Appleton  served as  the Corporation's  chief  executive
        officer from 1993  until May 14,  1997.  Dr.  Appleton is also  a
        vice  president  of  Thermo  Electron  and  president  and  chief
        executive  officer  of  Thermo  TerraTech.    A  portion  of  Dr.
        Appleton's annual cash compensation  (salary and bonus) has  been
        allocated to and paid by each of the Corporation, Thermo Electron
        and Thermo TerraTech over each of the past three fiscal years  as
        compensation for the services  provided to these companies  based
        on  the  time  he  devoted  to  his  responsibilities  to   these
        companies.  The  annual cash compensation  reported in the  table
        for Dr. Appleton  represents the  amount paid  from all  sources,
        including the Corporation, solely for Dr. Appleton's services  as
        the chief executive officer of the Corporation.  For fiscal 1997,
        1996 and 1995,  approximately 20%, 20%  and 5%, respectively,  of
        Dr.  Appleton's  annual  cash   compensation  was  paid  by   the
        Corporation for  his services  as  its chief  executive  officer.
        Bonuses paid to Dr. Appleton reflect compensation decisions based
        on  calendar  year   performance,  in   accordance  with   Thermo
        Electron's compensation practices for its officers.  Dr. Appleton
        has served as an  officer of Thermo Electron  since 1975 and  has
        been granted options to  purchase shares of  the common stock  of
        Thermo Electron and  certain of its  subsidiaries other than  the
        Corporation from time to  time by Thermo  Electron or such  other
        subsidiaries.  These options are  not reported here as they  were
        granted as compensation for service to Thermo Electron  companies
        in capacities other than in  his capacity as the chief  executive
        officer of the Corporation.

        (4)  Mr. Powell  was appointed  chief  executive officer  of  the
        Corporation on May 14, 1997.

        (5)  Mr. Johnson  was  appointed  an  executive  officer  of  the
        Corporation on June 30, 1995.

        (6)  Mr.  Dunlap  was  appointed  an  executive  officer  of  the
        Corporation on May 8, 1996.

                                       10
PAGE
<PAGE>





        Stock Options Granted During Fiscal 1997

             The  following  table  sets  forth  information   concerning
        individual grants of stock options made during fiscal 1997 to the
        Corporation's  chief  executive  officer  and  the  other   named
        executive officers. It has not  been the Corporation's policy  in
        the past to grant stock  appreciation rights, and no such  rights
        were granted during fiscal 1997.

             Dr. Appleton  has  served  as a  vice  president  of  Thermo
        Electron since  1975  and from  time  to time  has  been  granted
        options to purchase common stock  of Thermo Electron and  certain
        of its subsidiaries  other than the  Corporation.  These  options
        are  not  reported  in  this  table  as  they  were  granted   as
        compensation for service  to other Thermo  Electron companies  in
        capacities other  than in  his capacity  as the  chief  executive
        officer of the Corporation.     During fiscal  1997, no options  to
        purchase Common Stock were granted to Dr. Appleton.




































                                       11
PAGE
<PAGE>






        


<TABLE>



                                   Option Grants in Fiscal 1997

                                                                    
                                                                   
                                 Percent of                         Potential Realizable
                    Number of    Percent of                         Value at Assumed
                    Securities   Total Options                      Annual Rates of Stock
                    Underlying   Granted to   Exercise              Price Appreciation for
                    Options      Employees in Price Per Expiration  Option Term (2)      
Name                Granted (1)  Fiscal Year   Share     Date       5%       10%
----                -----------  -----------   -----     ----       --       ---
<S>                 <C>          <C>           <C>        <C>      <C>       
Jeffrey L. Powell      600 (TMO)    0.06% (3)   $42.79    05/22/99   $4,044    $8,496

                     2,000 (TFG)     0.4% (3)   $10.00    09/12/08  $15,920  $ 42,760
                     6,000 (TOC)     0.2% (3)   $12.00    04/09/08  $57,300  $153,960
James Lousararian   10,000 (THN)     1.8%       $10.00    10/30/08  $79,600  $213,800

Nels R. Johnson      8,000 (THN)     1.4%       $10.00    10/30/08  $63,680  $171,040
                       900 (TMO)    0.09% (3)   $42.79    05/22/99   $6,066   $12,744

Robert W. Dunlap    10,000 (TMO)     3.4% (3)   $10.40    10/30/08  $82,800  $222,400    
                    10,000 (THN)     1.0%       $36.05    12/03/08 $286,900  $770,900

</TABLE>


         (1) In addition to the grant of options to purchase Common Stock
        of the Corporation (THN), options have been granted during fiscal
        1997 to the named executive officers as part of Thermo Electron's
        stock option  program  to purchase  the  common stock  of        Thermo
        Electron (TMO),  Thermo  Fibergen  Inc. (TFG)  and  Thermo  Optek
        Corporation (TOC).  All of the options granted during the  fiscal
        year are immediately exercisable  at the date of  grant.  In  all
        cases,  the  shares  acquired   upon  exercise  are  subject   to
        repurchase by the granting corporation  at the exercise price  if
        the optionee ceases  to be  employed by such  corporation or  any
        other Thermo  Electron  company.  The  granting  corporation  may
        exercise its  repurchase  rights  within  six  months  after  the
        termination of the  optionee's employment.   For publicly  traded
        companies, the repurchase rights  generally lapse ratably over  a
        five- to ten-year period, depending on the option term, which may
        vary from  seven  to twelve  years,  provided that  the  optionee
        continues to be  employed by  the Corporation  or another  Thermo
        Electron company.    The  granting  corporation  may  permit  the
        holders of  options  to  exercise  options  and  to  satisfy  tax
        withholding obligations  by  surrendering shares  equal  in  fair
        market value to the exercise price or withholding obligation.

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

        (3)  These  options  were  granted   under  stock  option   plans
        maintained by  Thermo Electron  or its  subsidiaries as  part  of
        Thermo  Electron's  compensation  program  and  accordingly   are
        reported as a percentage of total options granted to employees of
        Thermo Electron and its subsidiaries. 

        Stock Options Exercised  During Fiscal   1997 and  Fiscal Year-End
        Option Values

             The following  table reports  certain information  regarding
        stock option exercises during  fiscal 1997 and outstanding  stock
        options held at the end of fiscal 1997 by the Corporation's chief
        executive officer and  the other  named executive  officers.   No

                                       12
PAGE
<PAGE>





        stock appreciation  rights  were exercised  or  were  outstanding
        during fiscal 1997.

        



<TABLE>





        Aggregated Option Exercises In Fiscal 1997 And Fiscal 1997 Year-End Option Values

                                                           
                                                   Number of              
                                                   Unexercised              
                              Shares               Options at Fiscal      Value of
                              Acquired             Year-End               Unexercised
                              on          Value    (Exercisable/          In-the-Money
Name             Company      Exercise    Realized Unexercisable) (1)     Options
----             -------      --------    -------- ------------------     -------
<S>              <C>          <C>         <C>      <C>                    <C>            
John P.Appleton  Thermo                                              
(2)               Remediation     --           --   63,000 /--            $12,285 /-- 
                                                                                     

Jeffrey L.Powell   Thermo
                    Remediation   --           --  111,000 /--            $18,720 /--
                   Thermo              
                    TerraTech     --           --   63,000 /--   (3)       $74,785 /--  
                   Thermo
                    Electron   5,062     $126,955   34,312 /--   (4)      $470,330 /--
                      
  
                   Thermo
                    BioAnalysis   --           --    2,000 /--                  $0 /--
                   Thermo
                    Fibergen      --           --    2,000 /--                  $0 /--
                   Thermo
                    Fibertek      --           --    4,500 /--             $32,625 /--

                   ThermoLase     --           --    5,000 /--                  $0 /--

                   ThermoLyte     --           --       -- /2,000               -- /$0  (5)
                                                             
PAGE
<PAGE>


                   Thermo Optek   --           --    6,000 /--          $3,000 /--


                   ThermoQuest    --           --    6,000 /--          $9,000 /--

                   Thermo Sentron --           --    2,000 /--              $0 /--
                    
                   Trex Medical   --           --    4,000 /--          $2,500 /--


James Lousararian  Thermo              
                    Remediation   --           --   80,500 /--         $11,700 /--   

                   Thermo         
                    TerraTech  11,250     $95,400   27,000 /--   (3)   $38,665 /-- 

                   Thermo             
                    Electron       --          --    4,275 /--         $72,702 /--   

                   Thermo              
                    Fibertek       --          --   $4,500 /--         $32,625 /-- 

Nels R. Johnson    Thermo             
                    Remediation    --          --   30,250 /--            $439 /--

                   Thermo             
                    TerraTech      --          --   12,000 /--          $5,340 /--

                   Thermo             
                    Electron       --          --   16,082 /--        $279,182 /--

                   Thermo            
                    Instruments    --          --   20,625 /--        $396,696 /-- 

                   Thermo             
                    Spectra        --          --      600 /--          $2,250 /--

Robert Dunlap      Thermo             
                    TerraTech      --          --   10,000 /--              $0 /--

                   Thermo             
                    Electron       --          --   10,000 /--              $0 /--

</TABLE>





        (1)  All of  the  options  granted during  the  fiscal  year  are
        immediately exercisable at the date  of grant, except options  to
        purchase the common  stock of ThermoLyte  Corporation, which  are
        not exercisable  until  the earlier  of  (i) 90  days  after  the
        effective date  of   the registration  of that  company's  common
        stock under Section  12 of  the Securities Exchange  Act of  1934
        (the "Exchange Act") and (ii) nine years from the grant date.  In
        all cases,  the  shares acquired  upon  exercise are  subject  to
        repurchase by the granting corporation  at the exercise price  if
        the optionee ceases  to be  employed by such  corporation or  any
        other Thermo  Electron  company.  The  granting  corporation  may
        exercise its  repurchase  rights  within  six  months  after  the
        termination of the  optionee's employment.   For publicly  traded
        companies, the repurchase rights  generally lapse ratably over  a
        five- to ten-year period, depending on the option term, which may
        vary from  seven  to twelve  years,  provided that  the  optionee
        continues to be  employed by  the Corporation  or another  Thermo
        Electron company.   For companies whose  shares are not  publicly
        traded, the  repurchase rights  lapse in  their entirety  on  the
        ninth anniversary of the grant date.

        (2)  Dr. Appleton  has  served  as a  vice  president  of  Thermo
        Electron since  1975 and  has been  granted options  to  purchase
        shares of the common stock of Thermo Electron and certain of  its
        subsidiaries other  than the  Corporation from  time to  time  by
        Thermo Electron or  such other subsidiaries.   These options  are
        not reported  here  as  they were  granted  as  compensation  for
        service to Thermo Electron companies in capacities other than  in
        his capacity as the chief executive officer of the Corporation.

        (3)  Options to purchase  15,000 and 9,000  shares of the  common
        stock of Thermo TerraTech held by Mr. Powell and Mr. Lousararian,
        respectively, are subject to the same terms described in footnote
        (1), except  that  in  the  event  of  the  optionee's  voluntary
        resignation or discharge for cause prior to February 8, 1998, all
        of the shares acquired upon exercise of these options are subject
        to repurchase  by Thermo  TerraTech at  the exercise  price.   In
        addition, all shares acquired upon the exercise of these  options
        are subject to restrictions on resale until February 8, 1998.

        (4)  Options to purchase  22,500 shares  of the  common stock  of
        Thermo Electron granted  to Mr.  Powell are subject  to the  same
        terms as described  in footnote (1),  except that the  repurchase
        rights of the granting corporation  generally do not lapse  until
        the tenth anniversary  of the grant  date.  In  the event of  the
        employee's death or  involuntary termination prior  to the  tenth
        anniversary of  the  grant date,  the  repurchase rights  of  the
                                       13
PAGE
<PAGE>





        granting corporation  shall be  deemed to  lapse ratably  over  a
        five-year period  commencing with  the fifth  anniversary of  the
        grant date.

        (5)  No public  market existed  for the  shares underlying  these
        options as of June 28, 1997.  Accordingly, no value in excess  of
        exercise price has been attributed to these options.

        Severance Agreements

             Thermo Electron has entered  into severance agreements  with
        several key employees, including Dr. Appleton.  These  agreements
        provide severance benefits  if there  is a change  in control  of
        Thermo Electron that is not approved by the Board of Directors of
        Thermo  Electron  and  the  employee's  employment  with   Thermo
        Electron or one of its majority-owned subsidiaries is terminated,
        for whatever reason, within one year thereafter.  For purposes of
        the severance agreements, a change in control exists upon (i) the
        acquisition of 50%  or more  of the outstanding  common stock  of
        Thermo Electron by any person  without the prior approval of  the
        board of directors of  Thermo Electron, (ii)  the failure of  the
        board of directors of Thermo Electron, within two years after any
        contested election of directors or  tender or exchange offer  not
        approved by  the  board of  directors,  to be  constituted  of  a
        majority of directors holding office prior to such event or (iii)
        any other event that  the board of  directors of Thermo  Electron
        determines constitutes an effective  change of control of  Thermo
        Electron.  The  benefit under  these agreements is  stated as  an
        initial  percentage  which  was  established  by  the  Board   of
        Directors of  Thermo Electron  and is  generally based  upon  the
        employee's age and length of service with Thermo Electron at  the
        time of severance.   Benefits  are to  be paid  over a  five-year
        period.  The benefit to be  paid in the first year is  determined
        by applying  this percentage  to  the employee's  highest  annual
        total remuneration in  any 12-month period  during the  preceding
        three years.   This  benefit is  reduced by  10% in  each of  the
        succeeding four years in  which benefits are  paid.  The  initial
        percentage to be so applied to  Dr. Appleton is 40.1%.   Assuming
        that severance  benefits  would  have  been  payable  under  such
        agreements as of March 29, 1997, Dr. Appleton would have received
        approximately $119,906 in  the first  year  thereof from  Thermo
        Electron.

        RELATIONSHIP WITH AFFILIATES

             Thermo Electron has adopted a strategy of selling a minority
        interest in  subsidiary  companies  to outside  investors  as  an
        important tool  in  its  future  development.  As  part  of  this
        strategy, Thermo  TerraTech  has  created the  Corporation  as  a
        publicly held subsidiary, and Thermo Electron and certain of  its
        subsidiaries have created  several other  privately and  publicly
        held subsidiaries.  From  time to time,  Thermo Electron and  its
        subsidiaries will  create  other majority-owned  subsidiaries  as
        part of its  spinout strategy.   (The Corporation  and the  other
                                       14
PAGE
<PAGE>





        majority-owned  Thermo  Electron  subsidiaries  are   hereinafter
        referred to as the "Thermo Subsidiaries.")

             Thermo  Electron  and  each   of  the  Thermo   Subsidiaries
        recognize that the  benefits and support  that derive from  their
        mutual affiliation  are essential  elements of  their  individual
        performance. Accordingly, Thermo Electron and each of the  Thermo
        Subsidiaries have adopted the  Thermo Electron Corporate  Charter
        (the "Charter")  to define  the relationships  and delineate  the
        nature of such cooperation among  themselves. The purpose of  the
        Charter is to  ensure that  (1) all  of the  companies and  their
        stockholders are treated consistently  and fairly, (2) the  scope
        and nature  of  the cooperation  among  the companies,  and  each
        company's responsibilities,  are  adequately  defined,  (3)  each
        company has  access  to  the combined  resources  and  financial,
        managerial and  technological strengths  of the  others, and  (4)
        Thermo Electron and  the Thermo Subsidiaries,  in the  aggregate,
        are able to obtain the most favorable terms from outside parties.
         
             To achieve these  ends, the Charter  identifies the  general
        principles to be  followed by the  companies, addresses the  role
        and responsibilities of the management of each company,  provides
        for the sharing of group resources by the companies and  provides
        for centralized administrative, banking and credit services to be
        performed by  Thermo Electron.  The services  provided by  Thermo
        Electron  include  collecting  and  managing  cash  generated  by
        members, coordinating  the  access  of Thermo  Electron  and  the
        Thermo Subsidiaries (the  "Thermo Group")  to external  financing
        sources, ensuring  compliance with  external financial  covenants
        and internal financial policies, assisting in the formulation  of
        long-range  planning  and  providing  other  banking  and  credit
        services. Pursuant  to  the  Charter, Thermo  Electron  may  also
        provide guarantees of  debt or  other obligations  of the  Thermo
        Subsidiaries or may obtain external financing at the parent level
        for the benefit of the Thermo Subsidiaries. In certain instances,
        the Thermo  Subsidiaries may  provide credit  support to,  or  on
        behalf of,  the  consolidated  entity  or  may  obtain  financing
        directly from  external  financing sources.  Under  the  Charter,
        Thermo Electron is  responsible for determining  that the  Thermo
        Group  remains  in  compliance  with  all  covenants  imposed  by
        external  financing  sources,  including  covenants  related   to
        borrowings of  Thermo Electron  or other  members of  the  Thermo
        Group, and for  apportioning such constraints  within the  Thermo
        Group. In addition, Thermo Electron establishes certain  internal
        policies and  procedures  applicable  to members  of  the  Thermo
        Group. The cost of  the services provided  by Thermo Electron  to
        the Thermo  Subsidiaries  is  covered  under  existing  corporate
        services agreements  between  Thermo  Electron and  each  of  the
        Thermo Subsidiaries. 
         
             The Charter  presently provides  that it  shall continue  in
        effect so  long  as  Thermo  Electron and  at  least  one  Thermo
        Subsidiary participate. The Charter may be amended at any time by
        agreement of the participants.  Any Thermo Subsidiary,  including
                                       15
PAGE
<PAGE>





        the Corporation, can withdraw  from participation in the  Charter
        upon 30  days' prior  notice. In  addition, Thermo  Electron  may
        terminate a  subsidiary's participation  in  the Charter  in  the
        event the subsidiary ceases to  be controlled by Thermo  Electron
        or ceases  to  comply  with  the  Charter  or  the  policies  and
        procedures applicable to the Thermo Group.  A withdrawal from the
        Charter automatically terminates the corporate services agreement
        and tax  allocation  agreement (if  any)  in effect  between  the
        withdrawing company  and  Thermo Electron.  The  withdrawal  from
        participation does not terminate outstanding commitments to third
        parties made by the withdrawing company, or by Thermo Electron or
        other members of the  Thermo Group, prior  to the withdrawal.  In
        addition, a withdrawing company is required to continue to comply
        with all policies and procedures  applicable to the Thermo  Group
        and to  provide  certain  administrative  functions  mandated  by
        Thermo Electron so long as the withdrawing company is  controlled
        by or affiliated with Thermo Electron. 

             As provided  in  the  Charter, the  Corporation  and  Thermo
        Electron have entered  into a Corporate  Services Agreement  (the
        "Services Agreement")  under  which Thermo  Electron's  corporate
        staff provides certain administrative services, including certain
        legal advice  and  services, risk  management,  certain  employee
        benefit  administration,  tax  advice  and  preparation  of   tax
        returns, centralized cash  management and  certain financial  and
        other services to the Corporation.  The Corporation was  assessed
        an annual fee  equal to  1.0% of the  Corporation's revenues  for
        these services for fiscal 1997.  The fee is reviewed annually and
        may be changed by mutual agreement of the Corporation and  Thermo
        Electron.   During  fiscal  1997, Thermo  Electron  assessed  the
        Corporation $1,148,000  in  fees under  the  Services  Agreement.
        Management believes that the charges under the Services Agreement
        are reasonable and that the  terms of the Services Agreement  are
        fair to  the Corporation.   For  items such  as employee  benefit
        plans, insurance coverage  and other  identifiable costs,  Thermo
        Electron charges the Corporation based on charges attributable to
        the Corporation. The Services Agreement automatically renews  for
        successive one-year  terms, unless  canceled by  the  Corporation
        upon 30 days' prior notice.  In addition, the Services  Agreement
        terminates automatically in the  event the Corporation ceases  to
        be a member of the Thermo Group or ceases to be a participant  in
        the Charter.  In  the event  of  a termination  of  the  Services
        Agreement, the Corporation will be required to pay a  termination
        fee equal  to  the fee  that  was  paid by  the  Corporation  for
        services under the Services  Agreement for the nine-month  period
        prior to termination. Following termination, Thermo Electron  may
        provide certain administrative services on an as-requested  basis
        by  the  Corporation  or  as  required  in  order  to  meet   the
        Corporation's obligations  under Thermo  Electron's policies  and
        procedures.  Thermo  Electron will charge  the Corporation a  fee
        equal to the market rate for comparable services if such services
        are provided to the Corporation following termination.


                                       16
PAGE
<PAGE>





             As of March 29, 1997, $19,674,000 of the Corporation's  cash
        equivalents were invested in  a repurchase agreement with  Thermo
        Electron. Under this agreement,  the Corporation in effect  lends
        excess  cash   to   Thermo  Electron,   which   Thermo   Electron
        collateralizes  with   investments  principally   consisting   of
        corporate notes, U.S. government agency securities, money  market
        funds, commercial paper and  other marketable securities, in  the
        amount of at  least 103%  of such  obligation. The  Corporation's
        funds subject to the repurchase agreement are readily convertible
        into cash by the Corporation and have a maturity of three  months
        or less.  The repurchase  agreement  earns a  rate based  on  the
        Commercial Paper Composite Rate plus 25 basis points, set at  the
        beginning of each quarter.  

             As of March 29, 1997, the Corporation owed Thermo  TerraTech
        $2,650,000.

             Thermo TerraTech  owned approximately  70.6%       of the  Common
        Stock outstanding as of June 28, 1997.

        Stock Holding Assistance Plan

             In fiscal  1997, the  Corporation  adopted a  stock  holding
        policy which requires its executive officers to acquire and  hold
        a minimum number of shares of  Common Stock.  In order to  assist
        the  executive  officers  in  complying  with  the  policy,   the
        Corporation also adopted  a stock holding  assistance plan  under
        which it may make interest-free  loans to certain key  employees,
        including its  executive officers,  to enable  such employees  to
        purchase the Common  Stock in  the open  market.   Loans will  be
        repaid upon the earlier of demand or the fifth anniversary of the
        date of  the  loan,  unless otherwise  authorized  by  the  Human
        Resources Committee of  the Board  of Directors.   No such  loans
        were outstanding in fiscal 1997.


        AA972050021