Exhibit 10.16  EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT dated as of July 18, 1997 between Richard J. Paynting
(the "Executive") and Helix Technology Corporation,  a Delaware corporation (the
"Company").

     WHEREAS,  the Company is engaged  primarily  in the  business of  providing
cryogenic  and  vacuum  equipment  and  services  principally  to  semiconductor
equipment manufacturers;

     WHEREAS,  the Executive  currently serves as a Senior Vice President of the
Company;

     WHEREAS, the Executive's abilities and services are unique and essential to
the prospects of the Company; and

     WHEREAS,  the Company and the Executive desire to enter into this Agreement
to provide for the continued employment of the Executive by the Company upon the
terms and subject to the conditions set forth herein.

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
contained herein, the parties hereby agree as follows:

         1.  Employment; Term.

             (a) Employment.  The  Company hereby employs the Executive, and the
Executive  hereby  agrees  to be  employed  by the  Company,  upon the terms and
subject to the conditions contained in this Agreement.

             (b) Term.  The  term of this  Agreement (the "Term") shall commence
on the date hereof and shall continue  indefinitely  thereafter until terminated
pursuant to Section 4 hereof. As used herein, the term "Employment Period" shall
mean  the  period  commencing  on the  date  hereof  and  ending  on the date of
termination of  Executive's  employment  with the Company  pursuant to Section 4
hereof. For purposes of Section 4(d)(ii) the Executive's "Date of Hire" shall be
defined to be August 5, 1996.

         2.  Position; Duties; Responsibilities.

             (a) Position and Duties. The  Company shall employ the Executive as
a Senior Vice  President of the Company.  The  Executive  shall  faithfully  and
loyally perform to the best of his abilities all the duties reasonably  assigned
to him  hereunder,  shall  devote  his full  time,  attention  and effort to the
affairs of the Company as is reasonably  necessary for the proper performance of
such duties and shall use his  reasonable  best efforts to promote the interests
of the Company.  Any other  commitments or activities which might impinge on the
Executive's  full-time  performance  of such  duties  shall be  reported  to and
approved by the Chairman of the Board of Directors of the Company (the  "Board")
and the President of the Company.





                                     


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             (b) Responsibilities.  The  Executive shall have responsibility and
authority  for the  formulation  and  execution of the policies  relating to the
research and development  functions of the Company and the administration of its
research  and  development   department  and  such  other  responsibilities  and
authorities  as  are   customarily   exercisable  by  a  head  of  research  and
development,  subject in each case to the general  supervision  and direction of
the Board, the Chairman of the Board and the President of the Company.

         3.  Compensation.

             (a) Base Salary.  During  the Employment  Period, the Company shall
pay to the  Executive  an annual base salary at the rate of $170,000  per annum,
payable in accordance with the Company's  executive  payroll  policy.  Such base
salary  shall be  reviewed  annually,  commencing  January 1,  1998,  and may be
increased  (but  shall not be  decreased  except in  conjunction  with a general
reduction of executive salaries), as determined by the Company's Human Resources
and Compensation Committee (the "Compensation Committee").  The Executive's base
salary, as increased or decreased hereunder,  is referred to herein as the "Base
Salary."

             (b) Annual  Performance  Bonus.  In the discretion of the Company's
Compensation  Committee,  the  Executive  shall be eligible to receive an annual
performance  bonus  payable in cash for each full or partial  fiscal year of the
Company  during  the  Employment   Period  in  accordance   with  the  Company's
performance-based bonus program for Executive Officers.

             (c) Stock Options.  In the discretion of the Company's Compensation
Committee,  the Executive  shall be eligible to receive from time to time during
the  Employment  Period  options  to  purchase  shares of Company  common  stock
("Common  Stock")  pursuant to the terms of the Company's 1996 Equity  Incentive
Plan.

             (d) Supplemental Key Executive Retirement Plan.  In addition to the
compensation  and  benefits to which the  Executive is entitled  hereunder,  the
Executive  shall be entitled to  participate in the Company's  Supplemental  Key
Executive  Retirement Plan (the  "Supplemental  Retirement  Plan") in accordance
with its terms.

             (e) Reimbursement  of Expenses.  The  Company  shall  reimburse the
Executive for all expenses necessarily and reasonably incurred by him during the
Employment  Period  in  connection  with  the  business  of  the  Company,  upon
presentation  of proper  receipts or other proof of  expenditure  and subject to
such reasonable guidelines or limitations as are established by the Company from
time to time.

             (f) Participation in Benefit Plans.  During  the Employment Period,
the  Executive  shall be entitled to  participate  in any profit  sharing  plan,
retirement  plan,  group life insurance plan or other  insurance plan or medical
expense plan maintained by the Company for its senior executives generally.










                                     

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         4.  Termination.

             (a) Death.  Upon  the death of the Executive,  this Agreement shall
automatically terminate and all rights of the Executive and his heirs, executors
and  administrators  to compensation  and other benefits  hereunder shall cease,
except  for (i)  compensation  which  shall  have  accrued to the date of death,
including  accrued  Base Salary up to the date of  termination,  prorated  Bonus
(based on the same  percentage of accrued Base Salary as compared to annual Base
Salary  multiplied times the average of the annual Bonuses paid to the Executive
for the three fiscal years of the Company  preceding the Executive's  death) and
any amounts payable  pursuant to the  Supplemental  Retirement Plan and (ii) the
rights to indemnification under Section 5 hereof.

             (b) Disability.  The  Company  may, at its option,  terminate  this
Agreement  upon written  notice to the  Executive if the  Executive,  because of
physical or mental  incapacity or disability,  fails in any material  respect to
perform the services  required of him hereunder  for a continuous  period of 180
days.  Upon such  termination,  all  obligations of the Company  hereunder shall
cease,  except for (i)  compensation  which  shall  have  accrued to the date of
termination,  including  accrued  Base  Salary  up to the  date of  termination,
prorated Bonus (based on the same  percentage of accrued Base Salary as compared
to annual Base Salary multiplied times the average of the annual Bonuses paid to
the  Executive  for  the  three  fiscal  years  of  the  Company  preceding  the
termination  of this  Agreement  pursuant to this Section  4(b)) and any amounts
payable  pursuant to the  Supplemental  Retirement  Plan, and (ii) the rights to
indemnification  under Section 5 hereof.  In the event of any dispute  regarding
the  existence  of the  Executive's  incapacity  hereunder,  the matter shall be
resolved by the  determination  of a majority of three  physicians  qualified to
practice medicine in the state of the Executive's residence,  one to be selected
by each of the  Executive and the Board and the third to be selected by such two
designated  physicians.   For  this  purpose,  the  Executive  shall  submit  to
appropriate medical examinations.

             (c) Cause.  (i) The  Company  may, at  its  option,  terminate  the
Executive's   employment  under  this  Agreement  for  "Cause"  (as  hereinafter
defined).  A  termination  for Cause shall not take effect  until and unless the
Company complies with this Section 4(c)(i). The Executive shall be given written
notice by the Company of the intention to terminate his employment hereunder for
Cause  (the  "Cause  Notice").  The Cause  Notice  shall  state  the  particular
action(s) or inaction(s) giving rise to termination for Cause.

                 (ii) As  used in this  Agreement,  the term "Cause"  shall mean
any one or more of the following,  in any case as determined to have occurred by
not less than two-thirds of the directors then serving on the Board:

                         (A) the   Executive's   refusal  to  perform   specific
         directives of the Board which are consistent  with the scope and nature
         of the Executive's duties and responsibilities as set forth herein or a
         material violation by Executive of the policies, procedures or rules of
         the Company;

                         (B) the Executive's commission of, or conviction for, a
         felony   or   any   act   involving   fraud,    embezzlement,    theft,
         misrepresentation, dishonesty or moral turpitude;

                         (C) the  Executive's  indictment  for  commission  of a
         material  crime on the basis of alleged facts of such a serious  nature
         that the Company has  reasonable  cause to believe  that the  Executive
         cannot    effectively    discharge   the    Executive's    duties   and
         responsibilities, or the Executive's indictment for the commission of a
         material business related crime;


                                     


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                         (D) any gross or willful  misconduct  of the  Executive
         resulting in substantial  loss to the Company or substantial  damage to
         the Company's business or reputation;

                         (E) gross neglect of the Executive's  duties  resulting
         in  substantial  loss  to the  Company  or  substantial  damage  to the
         Company's business or reputation; or

                         (F) any   material  breach  by the  Executive  of  this
         Agreement  or any  non-competition  agreement  between   the  Executive
         and the Company.

                 (iii) The  exercise  of the right of the  Company to  terminate
this  Agreement  pursuant to this  Section 4(c) shall not abrogate the rights or
remedies  of  the  Company  in  respect  of  the  breach  giving  rise  to  such
termination.

                 (iv) If  the Company terminates the Executive's  employment for
Cause, he shall be entitled to:

                         (A) accrued   Base  Salary  through  the  date  of  the
         termination of his employment;

                         (B) any   amounts owing   but  not yet paid pursuant to
         Section 3(e); and

                         (C) other or additional benefits to the extent required
         by any applicable plans and programs of the Company.

                 (v) Notwithstanding  anything to the contrary contained in this
Agreement,  if, following a termination of the Executive's employment for Cause,
a court of competent jurisdiction, in a final determination, determines that the
Executive  was  not  guilty  of the  conduct  that  formed  the  basis  for  the
termination,  the  Executive  shall be entitled to the payments and the economic
equivalent  of the  benefits  he would have  received  had his  employment  been
terminated by the Company without Cause.

             (d) Termination  Without Cause.  If, during the Employment  Period,
the Company terminates the employment of the Executive  hereunder for any reason
other than a reason set forth in Section 4(a), 4(b) or 4(c):

                 (i) concurrent  with such termination, the Company shall pay to
the  Executive  an amount  equal to his  accrued  Base  Salary up to the date of
termination, prorated Bonus (based on the same percentage of accrued Base Salary
as compared to the annual Base Salary multiplied times the average of the annual
Bonuses  paid to the  Executive  for  the  three  fiscal  years  of the  Company
preceding such  termination of employment) and any amounts  payable  pursuant to
the  Supplemental  Retirement  Plan,  in each case  accrued  through the date of
termination;










                                     

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                 (ii) the  Company shall  continue to pay the Executive his Base
Salary,  average  Bonus (based on the average of the annual  Bonuses paid to the
Executive for the three fiscal years of the Company  preceding such  termination
of employment divided by the applicable pay period (said Base Salary and average
bonus being payable  pro-rata to the  Executive on the  Company's  usual payroll
dates)) and all other benefits which would otherwise be payable  hereunder for a
period  of  twelve  months  if the  effective  date  of the  termination  of the
Executive's  employment with the Company under this Section 4(d) occurs at least
one year  after the  Executive's  Date of Hire and for a period  of  twenty-four
months if the effective date of the  termination of the  Executive's  employment
with the Company  under this  Section  4(d) occurs at least five years after the
Executive's Date of Hire; provided,  however,  that if, prior to the end of such
period,  the  Executive  shall  obtain  employment  with another  employer  (the
Executive  being  obligated to use his or her reasonable  best efforts to secure
employment  during such period),  the amounts otherwise payable pursuant to this
clause  (ii)  shall be  reduced  by the  amount  of  compensation  earned by the
Executive from his or her new  employment  during such period (except that in no
event  shall any such  reduction  result in the  Executive  receiving  an amount
pursuant to this  clause  (ii) that would be less than the amount the  Executive
would have earned if his Base Salary,  average Bonus and other benefits had been
continued for a period of six months following such termination);

                 (iii) the  Executive shall be entitled to any amounts owing but
not yet paid pursuant to Section 3(e); and

                 (iv) the   Executive  shall  be   entitled  to  his  rights  to
indemnification under Section 5 hereof.

             (e) Termination  for Good Reason.  (i) If,  during  the  Employment
Period, the Executive  terminates his employment hereunder for "Good Reason" (as
such term is defined in Section 4(e)(ii) hereof,  he or she shall be entitled to
all of the payments and benefits  specified by Sections 4(d)(i) through 4(d)(iv)
hereof, inclusive.

                 (ii) For  purposes  of   this  Agreement, "Good  Reason"  shall
mean, without the Executive's express written consent, the occurrence of any one
or more of the following events:

                         (A) a material breach of this Agreement by the Company;

                         (B) the failure to elect or re-elect  the  Executive to
         any  position  that  is  at  least  substantially  comparable  or  more
         favorable to the  positions  described in Section 2 hereof,  removal of
         the Executive  from any such position or any change in the  Executive's
         responsibilities  described  in  Section  2 in  any  respect  which  is
         materially adverse to the Executive;

                         (C) a diminution of any of the Executive's  significant
         duties or the  assignment to the  Executive of any duties  inconsistent
         with his duties or the material  impairment of the Executive's  ability
         to function in the  positions  described  in Section 2 hereof,  in each
         case only after the Company shall have had an  opportunity to cure (any
         such cure to be  effected  within  30 days  after  appropriate  written
         notice  of the basis for Good  Reason  is given to the  Company  by the
         Executive);

                         (D) a material  reduction of any benefit enjoyed by the
         Executive or the failure to continue the Executive's  participation  in
         any   incentive   compensation   plan,   unless  a  plan   providing  a
         substantially similar economic opportunity is substituted or all senior
         executives suffer a substantially similar reduction or failure;


                                     

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                         (E) the   relocation  of the  Executive's  office  to a
         location more than 50 miles from Mansfield, Massachusetts; or

                         (F) the failure of the Company to obtain the assumption
         in writing of its obligation to perform this Agreement by any successor
         to all or substantially all of the assets of the Company within 15 days
         after a merger, consolidation, sale of assets or similar transaction.

             (f) Voluntary  Termination.  If,  during the Employment Period, the
Executive  voluntarily  terminates his employment hereunder for any reason other
than Good  Reason,  he shall be entitled to the  payments  specified by Sections
4(c)(iv)(A) through 4(c)(iv)(C) hereof, inclusive.

         5.  Indemnification.  To the  fullest  extent  permitted  by  law,  the
Certificate of Incorporation  of the Company,  the By-laws of the Company or any
indemnification  agreement  entered into between the Company and the  Executive,
the Executive (and his heirs, executors and administrators) shall be indemnified
by the Company and its  successors and assigns.  The  obligations of the Company
pursuant to this  Section 5 shall  survive  the  termination  of the  Employment
Period, except as otherwise provided herein.

         6.  Non-Competition.  For a period of three years following termination
of the  Executive's  employment  with the Company  for any reason  except as set
forth below,  the  Executive  agrees that he will not accept or continue to hold
any  position  in any  capacity,  whether  as an  employee,  agent,  consultant,
investor,  director or otherwise,  with any person,  firm or corporation,  whose
present or planned  business is competitive  with the business of the Company as
it exists on the date of the termination of the Executive's  employment with the
Company. In the event the Executive's  employment with the Company is terminated
by the Company without Cause or by the Executive for Good Reason,  the foregoing
non-competition  covenant  shall apply for two years  following  the date of the
termination  of the  Executive's  employment  with the  Company.  The  foregoing
non-competition  covenant shall not apply to the Executive in any given instance
if the Board  waives said  covenant in writing  with  respect to that  instance.
Ownership  by the  Executive  of less than one percent  (1%) of the  outstanding
stock or securities in any business  enterprise shall not itself be deemed to be
engaging in any activity prohibited by this Section 6.

         7.  Trade  Secrets.  If the  Executive  has not  already  done so,  the
Executive  agrees  to  execute  and  abide  by the  Company's  standard  form of
agreement presently in effect protecting the Company's  inventions,  patents and
proprietary and confidential information and the Executive agrees to execute and
abide by any subsequent agreement generally in effect for the Company's officers
and key employees.

         8.  Insurance.  The Company  may, at its  election and for its benefit,
insure  the  Executive  against  disability,  accidental  loss or death  and the
Executive shall submit to such physical examinations and supply such information
as may be required in connection therewith.

         9.  Assignment.  The  rights  and  benefits  of the Executive hereunder
shall not be assignable,  whether  by  voluntary  or  involuntary  assignment or
transfer.  This  Agreement shall be  binding  upon,  and  inure  to the  benefit
of, the successors and assigns of the Company, and  the  heirs,   executors  and
administrators  of the Executive,  and shall be assignable by the Company to any
entity  acquiring  substantially  all of the assets of the  Company,  whether by
merger, consolidation, sale of assets or similar transaction.





                                     

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         10. Notices.  Any  notice  required or permitted to be given under this
Agreement  shall be sufficient if in writing and personally  delivered,  sent by
certified or registered mail or sent by overnight courier service as follows: if
to the Executive, to his address as set forth in the records of the Company, and
if to the Company, to the address of its principal executive offices, attention:
President,  with a copy to William Williams II, Esquire, Palmer & Dodge LLP, One
Beacon Street, Boston, MA 02108, or to any other address designated by any party
hereto by notice similarly given.

         11. Waiver of Breach.  A  waiver by the Company or the Executive of any
breach of any  provision of this  Agreement by the other party shall not operate
or be  construed  as a waiver  of any  other or  subsequent  breach by the other
party.

         12. Entire Agreement.  This Agreement  contains the entire agreement of
the parties with respect to the subject  matter  hereof.  This  Agreement may be
modified only by an agreement in writing signed by the parties hereto.

         13. Severability.  In  case any one or more of the provisions contained
in this  Agreement  shall  for any  reason  be held to be  invalid,  illegal  or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid,  illegal or  unenforceable  provision had never
been contained herein. If, moreover, any one or more of the provisions contained
in this  Agreement  shall for any reason be held to be  excessively  broad as to
time, duration,  geographical scope, activity or subject, it shall be construed,
by limiting and reducing it, so as to be  enforceable  to the extent  compatible
with the applicable law as it shall then appear.

         14. Costs.  In the event that a dispute shall arise between the parties
hereto with respect to any term or  provision  of this  Agreement or the subject
matter hereof, all costs and expenses  (including  attorney fees incurred by the
Company or the Executive  associated  with such  dispute)  shall be borne by the
respective party incurring such costs and expenses;  provided,  however, that if
such  dispute  is  ultimately  determined  in favor of  Executive  by a court of
competent  jurisdictions,  then the Company  shall be required to reimburse  the
Executive  for up to an aggregate  $100,000 of such costs and expenses  actually
incurred by the Executive in connection with such dispute.

         15. Interpretation;  Applicable  Law.  This Agreement and its terms are
subject to reasonable  interpretation by the Compensation  Committee in its sole
discretion.  The terms of this  Agreement  shall be governed by and construed in
accordance  with  the  internal  laws  (as  opposed  to  the  conflict  of  laws
provisions) of the Commonwealth of Massachusetts.

         16. Complete  Agreement.  This   Agreement  supersedes  all other prior
agreements  between the Executive  and the Company  concerning  the  Executive's
employment with the Company,  and none of such agreements  shall be of any force
or effect whatsoever;  provided, however, that nothing contained herein shall be
deemed  to limit or  otherwise  affect  the  provisions  of any  non-competition
agreement or code of conduct  arrangement  between the Executive and the Company
or the provisions of any other agreement,  arrangement or policy  concerning the
Executive  and the  Company  that is  unrelated  to the  subject  matter of this
Agreement.





                                     

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         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.


                                              HELIX TECHNOLOGY CORPORATION


                                              By:/s/Robert J. Lepofsky
                                              ----------------------------
                                                    President


                                              EXECUTIVE:

                                              /s/ Richard J. Paynting
                                              ----------------------------
                                                  Richard J. Paynting