Exhibit 10.47

                          Executive Retention Agreement


THIS  AGREEMENT  by  and  between  THERMO  ELECTRON   CORPORATION,   a  Delaware
corporation (the "Company"), and Emil C. Herkert (the "Executive") is made as of
December 3, 1998 (the "Effective Date").

      WHEREAS,   the  Company   recognizes  that,  as  is  the  case  with  many
publicly-held  corporations,  the  possibility  of a change  in  control  of the
Company  exists and that such  possibility,  and the  uncertainty  and questions
which  it may  raise  among  key  personnel,  may  result  in the  departure  or
distraction   of  key  personnel  to  the  detriment  of  the  Company  and  its
stockholders;

      WHEREAS,  the  Board  of  Directors  of  the  Company  (the  "Board")  has
determined that appropriate steps should be taken to reinforce and encourage the
continued  employment  and  dedication of the  Company's  key personnel  without
distraction  from the  possibility  of a change in  control of the  Company  and
related events and circumstances; and

      NOW, THEREFORE, as an inducement for and in consideration of the Executive
remaining in its employ, the Company agrees that the Executive shall receive the
severance  benefits  set forth in this  Agreement  in the event the  Executive's
employment  with the Company is  terminated  under the  circumstances  described
below subsequent to a Change in Control (as defined in Section 1.1).

      1.    Key Definitions.

      As used herein,  the following  terms shall have the following  respective
meanings:

            1.1 "Change in Control"  means an event or  occurrence  set forth in
any one or more of  subsections  (a)  through (d) below  (including  an event or
occurrence  that  constitutes a Change in Control under one of such  subsections
but is specifically exempted from another such subsection):

                  (a) the acquisition by an individual,  entity or group (within
the meaning of Section  13(d)(3) or 14(d)(2) of the  Securities  Exchange Act of
1934, as amended (the "Exchange  Act")) (a "Person") of beneficial  ownership of
any  capital  stock of the  Company  if,  after such  acquisition,  such  Person
beneficially  owns  (within  the  meaning  of Rule 13d-3  promulgated  under the
Exchange  Act) 40% or more of either (i) the  then-outstanding  shares of common
stock of the  Company  (the  "Outstanding  Company  Common  Stock")  or (ii) the
combined voting power of the then-outstanding securities of the Company entitled
to vote generally in the election of directors (the "Outstanding  Company Voting
Securities");  provided,  however, that for purposes of this subsection (a), the
following  acquisitions  shall  not  constitute  a Change  in  Control:  (i) any
acquisition by the Company,  (ii) any  acquisition by any employee  benefit plan
(or related  trust)  sponsored or maintained  by the Company or any  corporation


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controlled by the Company, or (iii) any acquisition by any corporation  pursuant
to a transaction  which  complies with clauses (i) and (ii) of subsection (c) of
this Section 1.1; or

                  (b) such time as the  Continuing  Directors (as defined below)
do not  constitute  a majority  of the Board (or,  if  applicable,  the Board of
Directors of a successor corporation to the Company), where the term "Continuing
Director"  means at any date a member  of the  Board (i) who was a member of the
Board on the date of the  execution of this  Agreement or (ii) who was nominated
or elected  subsequent  to such date by at least a majority of the directors who
were  Continuing  Directors at the time of such  nomination or election or whose
election to the Board was  recommended or endorsed by at least a majority of the
directors  who  were  Continuing  Directors  at the time of such  nomination  or
election;  provided, however, that there shall be excluded from this clause (ii)
any  individual  whose initial  assumption of office  occurred as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened  solicitation of proxies or consents, by
or on behalf of a person other than the Board; or

                  (c)   the    consummation   of   a   merger,    consolidation,
reorganization,  recapitalization  or statutory  share  exchange  involving  the
Company or a sale or other disposition of all or substantially all of the assets
of the Company in one or a series of  transactions  (a "Business  Combination"),
unless,  immediately following such Business Combination,  each of the following
two conditions is satisfied: (i) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding  Company Common Stock
and Outstanding  Company Voting  Securities  immediately  prior to such Business
Combination  beneficially  own,  directly  or  indirectly,  more than 60% of the
then-outstanding  shares of common  stock and the  combined  voting power of the
then-outstanding  securities  entitled  to vote  generally  in the  election  of
directors,  respectively,  of the  resulting  or acquiring  corporation  in such
Business  Combination (which shall include,  without  limitation,  a corporation
which as a result of such transaction  owns the Company or substantially  all of
the Company's assets either directly or through one or more subsidiaries)  (such
resulting  or  acquiring  corporation  is referred  to herein as the  "Acquiring
Corporation")  in  substantially   the  same  proportions  as  their  ownership,
immediately  prior to such  Business  Combination,  of the  Outstanding  Company
Common Stock and Outstanding Company Voting Securities,  respectively;  and (ii)
no Person (excluding the Acquiring  Corporation or any employee benefit plan (or
related  trust)  maintained  or  sponsored  by the  Company or by the  Acquiring
Corporation) beneficially owns, directly or indirectly,  40% or more of the then
outstanding  shares  of common  stock of the  Acquiring  Corporation,  or of the
combined  voting power of the  then-outstanding  securities of such  corporation
entitled to vote generally in the election of directors; or

                  (d) approval by the  stockholders of the Company of a complete
liquidation or dissolution of the Company.

            1.2  "Change in Control  Date"  means the first date during the Term
(as defined in Section 2) on which a Change in Control occurs.  Anything in this


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Agreement to the contrary  notwithstanding,  if (a) a Change in Control  occurs,
(b) the Executive's  employment with the Company is terminated prior to the date
on which the Change in Control occurs, and (c) it is reasonably  demonstrated by
the Executive  that such  termination  of employment (i) was at the request of a
third  party who has taken  steps  reasonably  calculated  to effect a Change in
Control or (ii)  otherwise  arose in  connection  with or in  anticipation  of a
Change in  Control,  then for all  purposes  of this  Agreement  the  "Change in
Control  Date"  shall  mean  the  date  immediately  prior  to the  date of such
termination of employment.

            1.3 "Cause"  means the  Executive's  willful  engagement  in illegal
conduct or gross misconduct after the Change in Control Date which is materially
and demonstrably  injurious to the Company. For purposes of this Section 1.3, no
act or failure to act by the Executive shall be considered  "willful"  unless it
is done, or omitted to be done, in bad faith and without  reasonable belief that
the Executive's action or omission was in the best interests of the Company.

            1.4 "Good  Reason"  means the  occurrence,  without the  Executive's
written consent,  of any of the events or circumstances set forth in clauses (a)
through  (g)  below.  Notwithstanding  the  occurrence  of  any  such  event  or
circumstance,  such occurrence shall not be deemed to constitute Good Reason if,
prior to the Date of Termination specified in the Notice of Termination (each as
defined in Section 3.2(a)) given by the Executive in respect thereof, such event
or  circumstance  has been fully corrected and the Executive has been reasonably
compensated for any losses or damages  resulting  therefrom  (provided that such
right of  correction  by the  Company  shall only  apply to the first  Notice of
Termination for Good Reason given by the Executive).

                  (a) the assignment to the Executive of duties  inconsistent in
any material respect with the Executive's  position (including status,  offices,
titles and  reporting  requirements),  authority or  responsibilities  in effect
immediately  prior to the  earliest to occur of (i) the Change in Control  Date,
(ii) the date of the execution by the Company of the initial  written  agreement
or  instrument  providing  for the  Change in  Control  or (iii) the date of the
adoption by the Board of Directors of a resolution  providing  for the Change in
Control  (with the  earliest  to occur of such dates  referred  to herein as the
"Measurement  Date") or a material  diminution  in such  position,  authority or
responsibilities;

                  (b) a reduction  in the  Executive's  annual base salary as in
effect on the Measurement Date or as the same was or may be increased thereafter
from time to time;

                  (c) the failure by the  Company to (i)  continue in effect any
material  compensation or benefit plan or program  (including without limitation
any life  insurance,  medical,  health and accident or  disability  plan and any
vacation  or  automobile  program  or policy)  (a  "Benefit  Plan") in which the
Executive participates or which is applicable to the Executive immediately prior
to the Measurement Date, unless an equitable arrangement (embodied in an ongoing
substitute  or  alternative  plan) has been made  with  respect  to such plan or


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program,  (ii)  continue  the  Executive's  participation  therein  (or in  such
substitute or alternative  plan) on a basis not  materially  less favorable than
the basis existing  immediately  prior to the Measurement  Date (iii) award cash
bonuses to the  Executive  in amounts and in a manner  substantially  consistent
with past  practice  in light of the  Company's  financial  performance  or (iv)
continue to provide any material fringe benefit enjoyed by Executive immediately
prior to the Measurement Date;

                  (d) a change  by the  Company  in the  location  at which  the
Executive  performs his principal  duties for the Company to a new location that
is both  (i)  outside  a  radius  of 50 miles  from  the  Executive's  principal
residence  immediately prior to the Measurement Date and (ii) more than 30 miles
from the location at which the Executive  performed his principal duties for the
Company  immediately  prior to the  Measurement  Date; or a  requirement  by the
Company that the Executive travel on Company business to a substantially greater
extent than required immediately prior to the Measurement Date;

                  (e) the  failure of the Company to obtain the  agreement  from
any successor to the Company to assume and agree to perform this  Agreement,  as
required by Section 6.1;

                  (f) a  purported  termination  of the  Executive's  employment
which  is not  effected  pursuant  to a Notice  of  Termination  satisfying  the
requirements of Section 3.2(a); or

                  (g)  any  failure  of the  Company  to pay or  provide  to the
Executive any portion of the Executive's  compensation or benefits due under any
Benefit  Plan within  seven days of the date such  compensation  or benefits are
due, or any material  breach by the Company of this  Agreement or any employment
agreement with the Executive.

       The  Executive's  right to terminate his employment for Good Reason shall
not be affected by his incapacity due to physical or mental illness.

            1.5  "Disability"  means the Executive's  absence from the full-time
performance  of the  Executive's  duties with the  Company  for 180  consecutive
calendar days as a result of incapacity due to mental or physical  illness which
is determined  to be total and permanent by a physician  selected by the Company
or its  insurers  and  acceptable  to the  Executive  or the  Executive's  legal
representative.

      2. Term of Agreement.  This  Agreement,  and all rights and obligations of
the  parties  hereunder,  shall take effect  upon the  Effective  Date and shall
expire  upon the first to occur of (a) the  expiration  of the Term (as  defined
below) if a Change in Control has not occurred  during the Term, (b) the date 18
months after the Change in Control Date,  if the Executive is still  employed by
the Company as of such later date, or (c) the  fulfillment by the Company of all
of its obligations  under Sections 4 and 5.2 if the Executive's  employment with
the Company  terminates  within 18 months  following the Change in Control Date.


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"Term" shall mean the period  commencing as of the Effective Date and continuing
in effect  through  December 31, 2003;  provided,  however,  that  commencing on
January 1, 2003 and each January 1, thereafter,  the Term shall be automatically
extended for one  additional  year  unless,  not later than 90 days prior to the
scheduled  expiration of the Term (or any extension thereof),  the Company shall
have given the Executive written notice that the Term will not be extended.

      3. Employment Status; Termination Following Change in Control.

            3.1 Not an Employment Contract. The Executive acknowledges that this
Agreement  does not constitute a contract of employment or impose on the Company
any  obligation to retain the  Executive as an employee and that this  Agreement
does not prevent the Executive from  terminating  employment at any time. If the
Executive's   employment  with  the  Company   terminates  for  any  reason  and
subsequently  a Change  in  Control  shall  occur,  the  Executive  shall not be
entitled to any  benefits  hereunder  except as otherwise  provided  pursuant to
Section 1.2.

            3.2   Termination of Employment.

                  (a) If the Change in Control Date occurs during the Term,  any
termination  of the  Executive's  employment  by the Company or by the Executive
within 18 months  following  the Change in Control  Date  (other than due to the
death of the Executive)  shall be  communicated by a written notice to the other
party hereto (the "Notice of Termination"),  given in accordance with Section 7.
Any Notice of Termination shall: (i) indicate the specific termination provision
(if any) of this Agreement relied upon by the party giving such notice,  (ii) to
the  extent   applicable,   set  forth  in  reasonable   detail  the  facts  and
circumstances  claimed to  provide a basis for  termination  of the  Executive's
employment  under the  provision  so  indicated  and (iii)  specify  the Date of
Termination (as defined below). The effective date of an employment  termination
(the "Date of Termination") shall be the close of business on the date specified
in the Notice of  Termination  (which  date may not be less than 15 days or more
than 120 days after the date of delivery of such Notice of Termination),  in the
case of a termination  other than one due to the Executive's  death, or the date
of the Executive's  death, as the case may be. In the event the Company fails to
satisfy the  requirements  of Section 3.2(a)  regarding a Notice of Termination,
the purported termination of the Executive's  employment pursuant to such Notice
of Termination shall not be effective for purposes of this Agreement.

                  (b) The failure by the  Executive  or the Company to set forth
in the Notice of Termination  any fact or  circumstance  which  contributes to a
showing of Good  Reason or Cause shall not waive any right of the  Executive  or
the Company,  respectively,  hereunder or preclude the Executive or the Company,
respectively,  from  asserting  any such fact or  circumstance  in enforcing the
Executive's or the Company's rights hereunder.

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                  (c) Any Notice of  Termination  for Cause given by the Company
must  be  given   within  90  days  of  the   occurrence   of  the  event(s)  or
circumstance(s)  which  constitute(s)  Cause. Prior to any Notice of Termination
for Cause being given (and prior to any termination for Cause being  effective),
the  Executive  shall be entitled to a hearing  before the Board of Directors of
the Company at which he may, at his election,  be  represented by counsel and at
which he shall have a reasonable  opportunity to be heard. Such hearing shall be
held on not less than 15 days prior written notice to the Executive  stating the
Board of  Directors'  intention to terminate the Executive for Cause and stating
in  detail  the  particular  event(s)  or  circumstance(s)  which  the  Board of
Directors believes constitutes Cause for termination.

                  (d) Any Notice of  Termination  for Good  Reason  given by the
Executive  must be given  within 90 days of the  occurrence  of the  event(s) or
circumstance(s) which constitute(s) Good Reason.

      4.    Benefits to Executive.

            4.1 Stock Acceleration.  If the Change in Control Date occurs during
the Term, then,  effective upon the Change in Control Date, (a) each outstanding
option to purchase  shares of Common Stock of the Company held by the  Executive
shall become immediately  exercisable in full and will no longer be subject to a
right of repurchase  by the Company and (b) each  outstanding  restricted  stock
award  shall be deemed to be fully  vested  and will no longer be  subject  to a
right of repurchase by the Company.

            4.2  Compensation.  If the Change in Control Date occurs  during the
Term and the Executive's employment with the Company terminates within 18 months
following  the Change in Control Date,  the  Executive  shall be entitled to the
following benefits:

                  (a)  Termination  Without  Cause  or for Good  Reason.  If the
Executive's employment with the Company is terminated by the Company (other than
for Cause,  Disability  or Death) or by the  Executive for Good Reason within 18
months  following  the  Change in  Control  Date,  then the  Executive  shall be
entitled to the following benefits:

                        (i)  the Company  shall pay to the  Executive  in a lump
sum in cash within 30 days after the Date of  Termination  the  aggregate of the
following amounts:

     (1)  the  sum of (A)  the  Executive's  base  salary  through  the  Date of
Termination,  (B) the product of (x) the annual bonus paid or payable (including
any bonus or portion  thereof  which has been earned but  deferred) for the most
recently completed fiscal year and (y) a fraction, the numerator of which is the
number of days in the current fiscal year through the Date of  Termination,  and
the  denominator  of  which  is 365  and  (C)  the  amount  of any  compensation
previously  deferred by the  Executive  (together  with any accrued  interest or


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earnings  thereon) and any accrued  vacation pay, in each case to the extent not
previously  paid (the sum of the amounts  described in clauses (A), (B), and (C)
shall be hereinafter referred to as the "Accrued Obligations"); and

     (2) the amount equal to the sum of (x) the Executive's  highest annual base
salary in any  twelve-month  period (on a rolling  basis)  during the  five-year
period  prior to the  Change in  Control  Date and (y) the  Executive's  highest
annual  bonus  in any  twelve-month  period  (on a  rolling  basis)  during  the
five-year period prior to the Change in Control Date.

                        (ii)  for one  year  after  the Date of  Termination, or
such  longer  period as may be provided  by the terms of the  appropriate  plan,
program,  practice or policy,  the Company shall continue to provide benefits to
the  Executive  and the  Executive's  family at least equal to those which would
have  been  provided  to  them  if  the  Executive's  employment  had  not  been
terminated,  in accordance  with the  applicable  Benefit Plans in effect on the
Measurement  Date or, if more  favorable  to the  Executive  and his family,  in
effect generally at any time thereafter with respect to other peer executives of
the  Company  and  its  affiliated  companies;  provided,  however,  that if the
Executive becomes  reemployed with another employer and is eligible to receive a
particular type of benefits (e.g., health insurance benefits) from such employer
on terms at least as  favorable to the  Executive  and his family as those being
provided by the Company, then the Company shall no longer be required to provide
those particular benefits to the Executive and his family;

                        (iii) to the extent not previously paid or provided, the
Company  shall  timely  pay or  provide to the  Executive  any other  amounts or
benefits  required to be paid or provided or which the  Executive is eligible to
receive  following the  Executive's  termination  of employment  under any plan,
program,  policy,  practice,  contract  or  agreement  of the  Company  and  its
affiliated  companies  (such other  amounts and  benefits  shall be  hereinafter
referred to as the "Other Benefits"); and

                        (iv) for purposes of  determining  eligibility  (but not
the time of commencement  of benefits) of the Executive for retiree  benefits to
which the  Executive is entitled,  the  Executive  shall be  considered  to have
remained employed by the Company until one year after the Date of Termination.

                  (b) Resignation without Good Reason;  Termination for Death or
Disability.  If the Executive  voluntarily  terminates his  employment  with the
Company  within 18 months  following  the Change in Control  Date,  excluding  a
termination for Good Reason,  or if the Executive's  employment with the Company
is terminated by reason of the Executive's  death or Disability within 18 months
following  the  Change  in  Control  Date,  then the  Company  shall (i) pay the
Executive (or his estate,  if applicable),  in a lump sum in cash within 30 days
after the Date of  Termination,  the Accrued  Obligations and (ii) timely pay or
provide to the Executive the Other Benefits.

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                  (c)  Termination  for Cause.  If the  Company  terminates  the
Executive's employment with the Company for Cause within 18 months following the
Change in Control Date, then the Company shall (i) pay the Executive,  in a lump
sum in cash  within 30 days  after the Date of  Termination,  the sum of (A) the
Executive's  annual base  salary  through  the Date of  Termination  and (B) the
amount of any compensation previously deferred by the Executive, in each case to
the extent not previously  paid, and (ii) timely pay or provide to the Executive
the Other Benefits.

            4.3   Taxes.

                  (a) In the event  that the  Company  undergoes  a  "Change  in
Ownership or Control" (as defined below), and thereafter,  the Executive becomes
eligible to receive  "Contingent  Compensation  Payments" (as defined below) the
Company shall, as soon as administratively  feasible after the Executive becomes
so eligible determine and notify the Executive (with reasonable detail regarding
the basis for its  determinations)  (i) which of the payments or benefits due to
the  Executive   following  such  Change  in  Ownership  or  Control  constitute
Contingent  Compensation  Payments,  (ii) the amount,  if any, of the excise tax
(the "Excise Tax") payable pursuant to Section 4999 of the Internal Revenue Code
of 1986,  as  amended  (the  "Code"),  by the  Executive  with  respect  to such
Contingent  Compensation  Payment and (iii) the amount of the "Gross-Up Payment"
(as  defined  below)  due to the  Executive  with  respect  to  such  Contingent
Compensation  Payment.  Within  30 days  after  delivery  of such  notice to the
Executive, the Executive shall deliver a response to the Company (the "Executive
Response")  stating  either (A) that he agrees with the Company's  determination
pursuant  to  the  preceding  sentence  or  (B)  that  he  disagrees  with  such
determination,  in which case he shall indicate  which payment  and/or  benefits
should be characterized as a Contingent  Compensation Payment, the amount of the
Excise Tax with respect to such Contingent  Compensation  Payment and the amount
of the Gross-Up  Payment due to the  Executive  with respect to such  Contingent
Compensation  Payment. If the Executive states in the Executive Response that he
agrees with the  Company's  determination,  the Company  shall make the Gross-Up
Payment to the Executive  within three business days  following  delivery to the
Company of the  Executive  Response.  If the  Executive  states in the Executive
Response that he disagrees with the Company's determination,  then, for a period
of 15 days following delivery of the Executive  Response,  the Executive and the
Company shall use good faith efforts to resolve such dispute. If such dispute is
not  resolved  within  such  15-day  period,   such  dispute  shall  be  settled
exclusively  by  arbitration in Boston,  Massachusetts,  in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's award in any court having jurisdiction.  The Company
shall,  within  three  business  days  following  delivery to the Company of the
Executive  Response,  make to the Executive those Gross-Up  Payments as to which
there is no dispute between the Company and the Executive regarding whether they
should be made. The balance of the Gross-Up  Payments shall be made within three
business  days  following  the  resolution  of such  dispute.  The amount of any
payments to be made to the Executive  following  the  resolution of such dispute
shall be increased by the amount of the accrued interest thereon computed at the
prime rate  announced  from time to time by The Wall Street  Journal  compounded
monthly from the date that such payments  originally were due. In the event that


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the Executive  fails to deliver an Executive  Response on or before the required
date, the Company's initial determination shall be final.

                  (b) For  purposes of this Section  4.3,  the  following  terms
shall have the following respective meanings:

                        (i)  "Change  in  Ownership  or  Control"  shall  mean a
change in the ownership or effective  control of the Company or in the ownership
of a substantial  portion of the assets of the Company  determined in accordance
with Section 280G(b)(2) of the Code.

                        (ii) "Contingent  Compensation  Payment"  shall mean any
payment (or benefit) in the nature of compensation that is made or supplied to a
"disqualified  individual"  (as defined in Section 280G(c) of the Code) and that
is contingent (within the meaning of Section  280G(b)(2)(A)(i) of the Code) on a
Change in Ownership or Control of the Company.

                        (iii)  "Gross-Up  Payment" shall mean an amount equal to
the
sum of (i) the amount of the Excise Tax  payable  with  respect to a  Contingent
Compensation  Payment and (ii) the amount  necessary to pay all additional taxes
imposed on (or economically borne by) the Executive (including the Excise Taxes,
state  and  federal   income  taxes  and  all  applicable   withholding   taxes)
attributable  to the  receipt of such  Gross-Up  Payment.  For  purposes  of the
preceding  sentence,  all taxes  attributable  to the  receipt  of the  Gross-Up
Payment  shall be computed  assuming  the  application  of the maximum tax rates
provided by law.

            4.4 Outplacement  Services. In the event the Executive is terminated
by the Company  (other than for Cause,  Disability  or Death),  or the Executive
terminates  employment for Good Reason, within 18 months following the Change in
Control Date,  the Company shall provide  outplacement  services  through one or
more outside  firms of the  Executive's  choosing up to an aggregate of $15,000,
with such  services to extend until the earlier of (i) 12 months  following  the
termination  of  Executive's  employment or (ii) the date the Executive  secures
full time employment.

            4.5 Mitigation.  The Executive shall not be required to mitigate the
amount of any  payment or  benefits  provided  for in this  Section 4 by seeking
other  employment  or  otherwise.   Further,   except  as  provided  in  Section
4.2(a)(ii), the amount of any payment or benefits provided for in this Section 4
shall not be reduced by any compensation  earned by the Executive as a result of
employment by another employer,  by retirement  benefits,  by offset against any
amount claimed to be owed by the Executive to the Company or otherwise.

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      5.    Disputes.

            5.1 Settlement of Disputes; Arbitration. All claims by the Executive
for benefits  under this  Agreement  shall be directed to and  determined by the
Board of  Directors  of the Company  and shall be in writing.  Any denial by the
Board of  Directors  of a claim  for  benefits  under  this  Agreement  shall be
delivered to the  Executive in writing and shall set forth the specific  reasons
for the denial and the specific  provisions of this  Agreement  relied upon. The
Board of Directors shall afford a reasonable  opportunity to the Executive for a
review of the  decision  denying a claim.  Any  further  dispute or  controversy
arising under or in connection with this Agreement shall be settled  exclusively
by arbitration  in Boston,  Massachusetts,  in accordance  with the rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction.

            5.2  Expenses.  The Company  agrees to pay as incurred,  to the full
extent permitted by law, all legal, accounting and other fees and expenses which
the  Executive  may  reasonably  incur  as a  result  of any  claim  or  contest
(regardless  of the outcome  thereof) by the  Company,  the  Executive or others
regarding the validity or  enforceability  of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive  regarding the amount of any payment or benefits
pursuant to this  Agreement),  plus in each case interest on any delayed payment
at the  applicable  Federal rate  provided for in Section  7872(f)(2)(A)  of the
Code.

      6.    Successors.

            6.1  Successor to Company.  The Company  shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially  all of the business or assets of the Company  expressly to
assume and agree to perform  this  Agreement to the same extent that the Company
would be required to perform it if no such  succession had taken place.  Failure
of the  Company to obtain an  assumption  of this  Agreement  at or prior to the
effectiveness  of any  succession  shall be a breach of this Agreement and shall
constitute Good Reason if the Executive elects to terminate  employment,  except
that for  purposes of  implementing  the  foregoing,  the date on which any such
succession becomes effective shall be deemed the Date of Termination. As used in
this  Agreement,  "Company"  shall mean the  Company  as  defined  above and any
successor  to its business or assets as  aforesaid  which  assumes and agrees to
perform this Agreement, by operation of law or otherwise.

            6.2  Successor  to  Executive.  This  Agreement  shall  inure to the
benefit  of  and  be   enforceable   by  the   Executive's   personal  or  legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees and legatees.  If the Executive should die while any amount would still
be payable  to the  Executive  or his  family  hereunder  if the  Executive  had
continued to live, all such amounts,  unless otherwise provided herein, shall be
paid in accordance  with the terms of this Agreement to the executors,  personal
representatives or administrators of the Executive's estate.

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<PAGE>

      7.  Notice.  All  notices,  instructions  and other  communications  given
hereunder  or in  connection  herewith  shall be in  writing.  Any such  notice,
instruction or communication shall be sent either (i) by registered or certified
mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable
nationwide  overnight courier service, in each case addressed to the Company, at
81 Wyman Street, Waltham,  Massachusetts and to the Executive at the Executive's
principal  residence as currently reflected on the Company's records (or to such
other address as either the Company or the  Executive may have  furnished to the
other in  writing in  accordance  herewith).  Any such  notice,  instruction  or
communication shall be deemed to have been delivered five business days after it
is sent by registered  or certified  mail,  return  receipt  requested,  postage
prepaid,  or one  business  day  after  it is sent  via a  reputable  nationwide
overnight  courier  service.  Either party may give any notice,  instruction  or
other  communication  hereunder  using  any  other  means,  but no such  notice,
instruction or other  communication  shall be deemed to have been duly delivered
unless and until it actually is received by the party for whom it is intended.

      8.    Miscellaneous.

            8.1  Severability.   The  invalidity  or   unenforceability  of  any
provision of this Agreement shall not affect the validity or  enforceability  of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

            8.2 Injunctive  Relief. The Company and the Executive agree that any
breach of this  Agreement  by the  Company  is  likely  to cause  the  Executive
substantial  and  irrevocable  damage  and  therefore,  in the event of any such
breach, in addition to such other remedies which may be available, the Executive
shall have the right to specific performance and injunctive relief.

            8.3 Governing Law. The validity,  interpretation,  construction  and
performance  of this  Agreement  shall be governed by the  internal  laws of the
Commonwealth of Massachusetts, without regard to conflicts of law principles.

            8.4  Waivers.  No waiver by the  Executive at any time of any breach
of, or compliance  with,  any provision of this Agreement to be performed by the
Company  shall  be  deemed  a  waiver  of that  or any  other  provision  at any
subsequent time.

            8.5  Counterparts.  This Agreement may be executed in  counterparts,
each of which shall be deemed to be an original but both of which together shall
constitute one and the same instrument.

            8.6 Tax  Withholding.  Any payments  provided for hereunder shall be
paid net of any applicable  tax  withholding  required  under federal,  state or
local law.

            8.7 Entire Agreement. This Agreement sets forth the entire agreement
of the parties  hereto in respect of the  subject  matter  contained  herein and
supersedes   all   prior   agreements,   promises,   covenants,    arrangements,
communications,  representations or warranties,  whether oral or written, by any


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<PAGE>

officer,  employee  or  representative  of any party  hereto in  respect  of the
subject matter contained  herein;  and any prior agreement of the parties hereto
in respect of the  subject  matter  contained  herein is hereby  terminated  and
cancelled.

            8.8 Amendments.  This Agreement may be amended or modified only by a
written instrument executed by both the Company and the Executive.

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

                              THERMO ELECTRON CORPORATION


                              By:  Anne Pol
                                   --------------------------------------
                                   Senior    Vice    President,    Human
                                   Resources

                              EXECUTIVE


                              /s/ Emil C. Herkert
                              --------------------------------------------
                              Emil C. Herkert








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