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
        corporation, Thermo Electron Corporation ("Thermo Electron"), and
        of its subsidiary, Thermo Remediation Inc. ("Thermo Remediation")
        is reported under the caption "Stock Ownership." 

        John P. Appleton Dr. Appleton,  62, has  been President,  Chief
                         Executive  Officer  and  a  Director   of  the
                         Corporation  since   September   1993.     Dr.
                         Appleton has  been  Chairman, Chief  Executive
                         Officer and a  Director of  Thermo Remediation
                         since September 1993 and has served  as a Vice
                         President of  Thermo  Electron since  1975  in
                         various managerial capacities.
        John N.          Mr. Hatsopoulos, 63,  has been  a Director  of
                         the  Corporation  since  1986  and   its  Vice
        Hatsopoulos      President and  Chief  Financial Officer  since
                         1988.  Mr. Hatsopoulos has  been the President
                         of Thermo Electron since January  1997 and its
                         Chief Financial Officer since 1988.   Prior to
                         becoming President, he  was an  Executive Vice
                         President of  Thermo  Electron  from  1986  to
                         January  1997.  Mr.  Hatsopoulos  is   also  a
                         director of  LOIS/USA  Inc.,  Metrika  Systems
                         Corporation,   Thermedics   Inc.,   Thermedics
                         Detection  Inc.,  Thermo  Ecotek  Corporation,
                         Thermo  Fibertek   Inc.,   Thermo   Instrument
                         Systems Inc.,  Thermo  Power  Corporation  and
                         ThermoTrex Corporation.

        Brian D. Holt    Mr.  Holt,  48,  became  a   Director  of  the
                         Corporation in February,  1997.  Mr.  Holt has
                         been the President and Chief Executive Officer
                         of Thermo  Ecotek  Corporation since  February
                         1994 and  a  Director  of that  company  since
                         January 1995.  For more than  five years prior
                         to his appointment as an officer of the Thermo
                         Ecotek Corporation, he was President and Chief
                         Executive  Officer   of   Pacific   Generation
                         Company,  a  financier,  builder,   owner  and
                         operator of independent power facilities.  Mr.
                         Holt is also a director of KFX, Inc.
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<PAGE>







        Donald E. Noble  Mr. Noble,  82,  has been  a  Director of  the
                         Corporation since 1986 and served  as Chairman
                         of the Board from 1992 to November  1994.  For
                         more than  20 years,  from 1959  to 1980,  Mr.
                         Noble served as the chief executive officer of
                         Rubbermaid Incorporated, first with  the title
                         of President  and  then  as  Chairman  of  the
                         Board.  Mr. Noble is also a director of Thermo
                         Electron, Thermo Fibertek  Inc., Thermo  Power
                         Corporation and Thermo Sentron Inc.  
        William A.       Mr. Rainville, 55, has been a  Director of the
                         Corporation since February  1993 and  Chairman
        Rainville        of  the  Board  since  November   1994.    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 Remediation.

        Polyvios C.      Mr. Vintiadis, 61 has  been a Director  of the
        Vintiadis        Corporation  since   September   1992.     Mr.
                         Vintiadis has  been  the  Chairman  and  Chief
                         Executive Officer of Towermarc  Corporation, a
                         real estate development  company, since  1984.
                         Prior to  joining  Towermarc Corporation,  Mr.
                         Vintiadis  was   a   principal   of   Morgens,
                         Waterfall &  Vintiadis,  Inc.,    a  financial
                         services   firm,   with   whom    he   remains
                         associated.  For more  than 20 years  prior to
                         that  time,  Mr.  Vintiadis  was  employed  by
                         Arthur  D.  Little   &  Company,  Inc.     Mr.
                         Vintiadis  is  also   a  director   of  Thermo
                         Instrument Systems Inc. 

        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. Vintiadis  (Chairman) and  Mr. Noble.   The  Audit  Committee
                                        2
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<PAGE>







        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  Mr.
        Noble (Chairman) and Mr. Vintiadis. 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 six times, the
        Audit Committee met     twice and the Human Resources  Committee met
        six 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, except  Dr. Appleton and  Mr.
        Hatsopoulos, who  each  attended  67%  of  such  meetings.    Dr.
        Appleton attended all of the  meetings of the Board of  Directors
        held in person, but did not  participate in two meetings held  by
        means of  conference  telephone due  to  scheduling  difficulties
        while he  was  traveling  overseas  on  company  business.    Mr.
        Hatsopoulos is the chief financial officer of Thermo Electron and
        each of its publicly held subsidiaries, and his  responsibilities
        require him to travel extensively on company business.

        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  $4,000 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. Dr.  Appleton,
        Mr. Hatsopoulos and  Mr. Rainville  are all  employees of  Thermo
        Electron 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  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

                                        3
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<PAGE>







        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 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
        Electron to constitute a  majority of the  Board of Directors  at
        any time  within two  years following  any such  event.   Amounts
        deferred pursuant to the Deferred Compensation Plan are valued at
        the end  of each  quarter as  units of  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 41,416 shares of Common Stock  have
        been reserved for issuance under the Deferred Compensation  Plan.
        As of June 28, 1997, deferred  units equal to 24,447 full  shares
        of Common Stock were accumulated for current directors under  the
        Deferred Compensation Plan. 

        Directors Stock Option Plan  


             The  Corporation's   Directors   Stock  Option   Plan   (the
        "Directors Plan")  provides for  the grant  of stock  options  to
        purchase shares  of  Common  Stock of  the  Corporation  and  its
        majority owned subsidiaries  to outside  directors as  additional
        compensation for their service as directors.  Under the Directors
        Plan, outside  directors  are automatically  granted  options  to
        purchase 1,000  shares  of Common  Stock  annually and  are  also
        automatically granted every five years options to purchase  1,500
        shares of the common stock of a majority-owned subsidiary of  the
        Corporation that is "spun out" to outside investors.  

             Pursuant to the Directors Plan, outside directors 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.
        Options granted  under this  provision before  1995 expire  after
        seven years; commencing in 1995, the option term was shortened to
        three years.  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
        any other Thermo Electron company prior to the first  anniversary
        of the grant date.


             In addition, under the Directors Plan, outside directors are
        automatically granted every five years options to purchase  1,500
                                        4
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<PAGE>







        shares of common stock of  each majority-owned subsidiary of  the
        Corporation that is "spun out"  to outside investors.  The  grant
        occurs on the close of business  on the date of the first  Annual
        Meeting of  the  Stockholders  next  following  the  subsidiary's
        spinout, which is the first to occur of either an initial  public
        offering of the subsidiary's common stock or a sale of such stock
        to third parties in  an arms-length transaction,  and also as  of
        the close of business on the  date of every fifth Annual  Meeting
        of the  Stockholders of  the Corporation  that occurs  thereafter
        during the duration of  the Plan.  The  options granted vest  and
        become exercisable  on  the fourth  anniversary  of the  date  of
        grant, unless prior to such date the subsidiary's common stock is
        registered under Section  12 of  the Securities  Exchange Act  of
        1934, as amended (''Section 12 Registration").  In the event that
        the effective date of Section  12 Registration occurs before  the
        fourth anniversary  of the  grant date,  the option  will  become
        immediately exercisable  and the  shares acquired  upon  exercise
        will be subject to restrictions on transfer and the right of  the
        Corporation to repurchase  such shares at  the exercise price  in
        the event  the director  ceases to  serve as  a director  of  the
        Corporation or any other Thermo  Electron company.  In the  event
        of Section  12  Registration,  the  restrictions  and  repurchase
        rights shall lapse or be deemed to  lapse at the rate of 25%  per
        year, starting  with the  first anniversary  of the  grant  date.
        These options expire after five years.  

             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  22,700
        shares of  Common Stock  had been  granted under  the  Director's
        Plan,  of which 15,500 were  outstanding, 1,400 had lapsed,   and
        5,800 had     been exercised; and options to  purchase    53,700
        shares of Common Stock were reserved and available for grant under
        the Director's Plan as of June 28, 1997.













                                        5
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<PAGE>







        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 Electron  and
        Thermo Remediation, 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 executive officers as a group.


             While  certain  directors  or  executive  officers  of   the
        Corporation are also directors  and executive officers of  Thermo
        Remediation  or  Thermo  Electron,  all  such  persons   disclaim
        beneficial ownership  of  the shares  of  Common Stock  owned  by
        Thermo Electron  and the  shares of  the common  stock of  Thermo
        Remediation owned by the Corporation.

        





                                   Thermo       Thermo        Thermo
                                 TerraTech     Electron

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

        Thermo Electron           15,491,635           N/A           N/A
        Corporation (5)

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

        John N. Hatsopoulos           62,306       632,768        42,182

        Emil C. Herkert              250,000        39,600         2,000

        Brian D. Holt                      0       164,493             0

        Donald E. Noble               49,934        55,198        10,500

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

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

        Polyvios C. Vintiadis         11,030         2,500         1,500

        All directors and
        current executive
        officers as a group 
             (9 persons)             744,240     1,465,381       269,182






                                        6
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<PAGE>







        (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 of Common Stock  beneficially owned by Dr.  Appleton,
        Mr.  Hatsopoulos,  Mr.  Herkert,  Mr.  Noble,  Mr.  Powell,   Mr.
        Rainville, Mr. Vintiadis and all directors and executive officers
        as a  group  include  215,000, 40,000,  187,500,  8,200,  63,000,
        60,000, 6,300 and 585,000 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  Dr. Appleton,  Mr. Hatsopoulos  and all  directors  and
        executive officers  as a  group  include 255,  265 and  771  full
        shares,  respectively,  allocated  through  June  28,  1997,   to
        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  Mr.
        Noble, Mr. Vintiadis and all directors and executive officers  as
        a  group   include  18,694,   4,730  and   23,424  full   shares,
        respectively,  allocated  through   June  28,   1997,  to   their
        respective accounts maintained  under the Corporation's  Deferred
        Compensation Plan for  directors.  Shares  beneficially owned  by
        Mr. Hatsopoulos and  all directors  and executive  officers as  a
        group include 12,500 shares that Mr. Hatsopoulos has the right to
        acquire within 60 days after June 28, 1996, through the  exercise
        of a  stock  purchase warrant.    Except for  Dr.  Appleton,  who
        beneficially  owned  approximately  1.2%  of  the  Common   Stock
        outstanding as of June 28, 1997, no director or 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 4.1% of the Common Stock outstanding  as
        of such date.


        (3)  Shares of the common  stock of Thermo Electron  beneficially
        owned by Dr.  Appleton, Mr. Hatsopoulos,  Mr. Herkert, Mr.  Holt,
        Mr. Noble,  Mr.  Powell,  Mr. Rainville  and  all  directors  and
        executive officers as a  group include    107,257, 535,685, 38,100,
        164,000,   9,375,   35,012,   197,236   and   1,181,802  shares,
        respectively, that such person or  members of the group have  the
        right to acquire  within 60 days  of June 28,  1997, through  the
        exercise of  stock  options.  Shares beneficially  owned  by  Mr.
        Hatsopoulos and all directors and  executive officers as a  group
        include 1,934  and  3,258 full  shares,  respectively,  allocated
        through June 28,  1997, to  accounts maintained  pursuant to  the
        ESOP.  Shares beneficially owned  by Mr. Noble and all  directors
        and executive  officers as  a group  each include  42,408  shares
        allocated  through  June  28,   1997,  to  Mr.  Noble's   account
        maintained pursuant  to Thermo  Electron's Deferred  Compensation
        Plan  for   directors.   No  director   or  executive
                                        7
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<PAGE>







        beneficially owned more than 1% of such common stock  outstanding
        as of such date; all directors and executive officers as a  group
        beneficially  owned  1%  of  the  Thermo  Electron  common  stock
        outstanding as of June 28, 1997.

        (4)  Shares of Common Stock  beneficially owned by Dr.  Appleton,
        Mr. Hatsopoulos,  Mr.  Noble,  Mr.  Powell,  Mr.  Rainville,  Mr.
        Vintiadis and all  directors and  executive officers  as a  group
        include 63,000, 22,500, 6,000, 111,000, 22,500, 1,500 and 241,500
        shares, respectively, that such person or group has the right  to
        acquire within 60 days after June 28, 1997, through the  exercise
        of stock options.  No director or executive officer  beneficially
        owned more  than 1%  of the  common stock  of Thermo  Remediation
        outstanding as  of June  28, 1997;  all directors  and  executive
        officers as a group beneficially owned   2.1% of such common stock
        outstanding as of such date.


        (5)  Shares of Common Stock beneficially owned by Thermo Electron
        include 459,677  shares  that  Thermo Electron  and  two  of  its
        majority owned subsidiaries have the  right to acquire within  60
        days  of  June  28,  1997,  through  the  conversion  of  certain
        convertible notes of the Corporation held by Thermo Electron  and
        such  subsidiaries.    As  of  June  28,  1997,  Thermo  Electron
        beneficially owned approximately   85.9% of the outstanding Common
        Stock.  Thermo  Electron's address is  81 Wyman Street,  Waltham,
        Massachusetts 02254-9046.

























                                        8
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        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  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.  The Form  3 of Mr. Brian  D.
        Holt, a  Director of  the Corporation,  was filed  late.   Thermo
        Electron filed  eight  Forms 4  late,  reporting a  total  of  34
        transactions consisting  of 28  open market  purchases of  Common
        Stock and six transactions associated with the grant and lapse of
        options to purchase Common Stock  granted to employees under  its
        stock option program.


        EXECUTIVE COMPENSATION

             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 two  other
        most highly  compensated executive  officers for  the last  three
        fiscal years.  No other executive officers of the Corporation who
        held office  during fiscal  1997 met  the definition  of  "highly
        compensated" within the  meaning of the  Securities and  Exchange
        Commission's executive  compensation  disclosure rules  for  such
        period.  


             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

     
                                                   
                                                      Long Term
                                                      Compensation
                                                      ------------
                                                      Securities
                        Fiscal Annual Compensation    Underlying Options
Name and                       -------------------    (No. of Shares        All Other
Principal Position      Year   Salary      Bonus      and Company) (1)      Compensation (2)
------------------      ----   ------      -----      -------------------   ------------
<S>                     <C>   <C>         <C>         <C>                  <C>
John P. Appleton        1997  $128,625    $70,000         --                $6,919
(3)
  President and         1996  $118,125    $70,000         --                $6,919
  Chief Executive
  Officer               1995  $124,313    $85,000     30,000 (TTT)          $11,171

Jeffrey L. Powell       1997  $122,000    $40,000        600 (TMO)          $7,023
  Vice President                                       2,000 (TFG)
                                                       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)

                        1995  $108,000    $63,500     10,000 (TTT)          $6,828
                                                      15,000 (THN)

                                                      22,725 (TMO)

Emil C. Herkert         1997  $200,000   $100,000        300 (TMO)     $4,189
(4)

</TABLE>



        (1)  In addition to grants of   options to purchase Common  Stock
        of the Corporation (designated  in the table  as TTT), the  named
                                        9
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        executive officers of the  Corporation have been granted  options
        to purchase common stock  of Thermo Electron  and certain of  its
        other subsidiaries  as part  of  Thermo Electron's  stock  option
        program.  Options have been granted during the last three  fiscal
        years to the  named executive  officers in  the following  Thermo
        Electron companies:  Thermo Remediation (designated in the  table
        as THN),   Thermo  Electron  (designated in  the table  as  TMO),
        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 the named executive  officers
        participating in Thermo Electron's 401(k) plan.


        (3)  Dr. Appleton  was appointed  president and  chief  executive
        officer of  the Corporation  effective September  1, 1993.    Dr.
        Appleton is also a vice president of Thermo Electron.  A  portion
        of Dr. Appleton's annual cash compensation (salary and bonus) has
        been allocated to  and paid  by each of  the Corporation,  Thermo
        Remediation and  Thermo  Electron 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 president  and chief  executive officer  of  the
        Corporation.  For fiscal 1997, 1996 and 1995, approximately  70%,
        70%  and  85%,  respectively,  of  Dr.  Appleton's  annual   cash
        compensation   was paid by the Corporation for his services as its
        president and chief executive officer.  These percentages include
        the allocation  of  a  portion  of  Dr.  Appleton's  annual  cash
        compensation to the  management of  the Thermo  Terra Tech  joint
        venture, which was acquired by the Corporation in April 1995 in a
        transaction accounted  for  in a  manner  similar to  pooling  of
        interests accounting.    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

                                       10
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<PAGE>







        his capacity as the president and chief executive officer of  the
        Corporation.

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


        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  and  Thermo
        Remediation.  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.   No options were
        granted to Dr.  Appleton during  fiscal 1997 in  his capacity  as
        president and chief executive officer of the Corporation.


        

<TABLE>



                                   Option Grants in Fiscal 1997

                                                                                             
                                                                                       Potential Realizable       
                          Number of                                                    Value at Assumed   
                          Securities        Percent of                                 Annual Rates of Stock   
                                            Total Options                              Price Appreciation for
                          Underlying        Granted to       Exercise                  
                          Options           Employees in     Price                     Option Term
                                                             Per         Expiration    -----------
        Name              Granted (1)       Fiscal Year (2)  Share       Date          5%           10%
        ----              -------           ---------------- -----       ----------    --           ---
        <S>               <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
        Emil C. Herkert     300 (TMO)       0.03% (3)         $42.79      05/22/99      $2,022     $4,248        


</TABLE>



        (1)  As part of Thermo  Electron's stock option program,  options
        have been  granted  during fiscal  1997  to the  named  executive
        officers  to  purchase  the  common  stock  of  Thermo   Electron
        (designated  in  the   table  as  TMO),   Thermo  Fibergen   Inc.
        (designated in the  table as  TFG) and  Thermo Optek  Corporation
        (designated in the  table as 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
                                       11
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<PAGE>







        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)  All of the options reported in the table 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
        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
                                                  Options at Fiscal    Value of
                             Shares               Year-End             Unexercised
                             Acquired    Value    (Exercisable/        In-the-Money
                               on
Name           Company       Exercise    Realized Unexercisable) (1)   Options
----           -------       --------    -------- ------------------   -------
<S>            <C>           <C>         <C>      <C>                  <C>      

John P.        Thermo         --             --      215,000 /-- (3)   $34,075 /--
Appleton (2)    TerraTech

               Thermo         --             --      63,000  /--       $12,285 /--
                Remediation


Jeffrey L.     Thermo         --             --      63,000  /-- (4)   $74,785 /--
Powell          TerraTech

               Thermo        5,062     $126,955      34,312  /-- (5)   $470,330 /--
                Electron

               Thermo         --             --     111,000  /--       $18,720 /--
                Remediation

               Thermo         --             --      2,000   /--            $0 /--
                BioAnalysis

               Thermo         --             --      2,000   /--            $0 /--
                Fibergen

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

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

               ThermoLyte     --             --         --  /2,000          -- /$0  (6)

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

PAGE
<PAGE>

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


               Thermo         --             --      2,000  /--             $0 /--
                Sentron

               Trex Medical   --             --      4,000  /--         $2,500 /--

Emil C.
Herkert        Thermo     62,500       $697,975    187,500  /--     $1,695,938 /--
                TerraTech

               Thermo         --             --     37,800  /-- (7)   $286,763 /--
                Electron



</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
                                       12
PAGE
<PAGE>







        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
        other Thermo Electron companies in  capacities other than in  his
        capacity as the chief executive officer of the Corporation.


        (3)  In addition to  the terms described  in footnote (1)  above,
        60,000 of the shares acquired upon exercise of these options  are
        restricted from resale until Dr. Appleton's retirement.

        (4)  Of these options awarded to Mr. Powell, options to  purchase
        15,000 shares are subject to  the following terms in addition  to
        those described in footnote (1):  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 the  Corporation 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.


        (5)  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
        granting corporation  shall be  deemed to  lapse ratably  over  a
        five-year period  commencing with  the fifth  anniversary of  the
        grant date.


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


                                       13
PAGE
<PAGE>







        (7)  Options to purchase  22,500 shares  of the  common stock  of
        Thermo Electron granted to  Mr. Herkert 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  fiscal 1997,  the
        Human Resources Committee of  the Board of Directors  accelerated
        the vesting of 1,800 shares.

        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 of 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 in 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 in 1983 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
        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, the  Corporation has  created Thermo  Remediation as  a
        majority-owned publicly  held subsidiary.    F  rom time  to time,
                                       14
PAGE
<PAGE>







        Thermo  Electron   and  its   subsidiaries  will   create   other
        majority-owned subsidiaries  as  part of  its  spinout  strategy.
        (The Corporation  and the  other 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

                                       15
PAGE
<PAGE>







        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
        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.
        However, a withdrawing company is required to continue to  comply
        with all policies and procedures  applicable to the Thermo  Group
        and to  provide  certain  administrative  functions  mandated  by
        Thermo Electron so long as the withdrawing company is  controlled
        by or affiliated with Thermo Electron. 
         

             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  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      $2,785,000 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
                                       16
PAGE
<PAGE>







        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.

             As of March 29 , 1997, $59,781,000  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.


             The  Corporation  leases  or  subleases  three  office   and
        manufacturing facilities  from Thermo Electron.  The total rental
        payments made to  Thermo   Electron during  fiscal year 1997  under
        these agreements was $553,000.   

             The  Corporation  and   Thermo  Electron   entered  into   a
         development agreement  under which  Thermo  Electron agreed  to
        fund up to  $4,000,000 of the  direct and indirect  costs of  the
        Corporation's  development  of  soil-remediation  centers.     In
        exchange  for  this  funding,  the  Corporation  granted   Thermo
        Electron a royalty equal to approximately 3% of net revenues from
        soil-remediation services  performed  at  the  centers  developed
        under this  agreement.   The royalty  payments may  cease if  the
        amounts paid by the Corporation yield a certain internal rate  of
        return  to  Thermo  Electron  on   the  funds  advanced  to   the
        Corporation under this  agreement.  The  Corporation paid  Thermo
        Electron royalties of $186,000 in fiscal 1997.


             From time  to time,  the Corporation  may transact  business
        with the other companies  in the Thermo Group.   In fiscal  1997,
        these  transactions  included  the  Corporation's  October   1996
        acquisition of Metal Treating Inc.,  a provider of heat  treating
        services, from  Thermo Electron  in  exchange for  $1,600,000  in
        cash.



                                       17
PAGE
<PAGE>







             As of March 29, 1997,  the Corporation owed Thermo  Electron
        an aggregate of $40,926,000.

             Thermo   Electron   owned   approximately       85.9%
        Corporation's outstanding Common Stock on 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.


        AA972050013