================================================================================
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

  [X]    Quarterly Report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 For the quarterly period ended December 31, 1999

  [ ]    Transition Report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934
         For the transition period from                    to
                                        -----------------     -----------------

                         COMMISSION FILE NUMBER 0-16152

                          ----------------------------

                                  METRISA, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

                          ----------------------------

            DELAWARE                                            04-2891557
            --------                                            ----------
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NUMBER)

                 25 WIGGINS AVENUE, BEDFORD, MASSACHUSETTS 01730
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                          ----------------------------

                                 (781) 275-3300
                 (ISSUERS TELEPHONE NUMBER, INCLUDING AREA CODE)

                          ----------------------------

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes   X           No
     ---              ---

As of December 31, 1999, 1,020,474 shares of Common Stock were outstanding.

Transitional Small Business Disclosure Format:

Yes               No   X
     ---              ---

================================================================================
<PAGE>



                                   FORM 10-QSB

                                QUARTERLY REPORT

                                TABLE OF CONTENTS

Facing Page...................................................................1

Table of Contents.............................................................2

PART I.  FINANCIAL INFORMATION (*)

     Item 1.   Financial Statements

                    Balance Sheets............................................3
                    Statements of Loss........................................4
                    Statements of Cash Flows..................................5
                    Notes to Financial Statements.............................6

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations............................9

PART II.  OTHER INFORMATION

     Item 1.   Legal Proceedings.............................................13

     Item 2.   Changes in Securities.........................................13

     Item 3.   Defaults upon Senior Securities...............................13

     Item 4.   Submission of Matters to a Vote of Security Holders...........13

     Item 5.   Other Information.............................................13

     Item 6.   Exhibits and Reports on Form 8-K..............................13

SIGNATURES...................................................................14

(*)  The financial information at September 30, 1999 has been taken from the
     audited financial statements at that date. All other financial statements
     are unaudited.

                                     Page 2
<PAGE>
<TABLE><CAPTION>
Item 1.  Financial Statements
----------------------------------------------------------------------------------------------------------------------------
                                                    METRISA, INC.
                                                   BALANCE SHEETS
                                                                          Pro forma
                                                                          December 31,        December 31,       September 30,
                             ASSETS                                          1999                1999                1999
                                                                          (See note 5)
                                                                          -----------         -----------         -----------
                                                                          (Unaudited)         (Unaudited)
Current assets:
<S>                                                                       <C>                 <C>                 <C>
Cash and cash equivalents                                                 $ 1,117,545         $ 1,117,545         $ 1,298,984
Accounts receivable, less allowance for doubtful accounts
    of $167,000 at December 31, 1999 and September 30, 1999                 1,924,422           1,924,422           1,784,246
Inventories:
 Raw materials                                                                747,797             747,797             680,159
 Work in process                                                              253,722             253,722             302,453
 Finished goods                                                               196,486             196,486             213,918
                                                                          -----------         -----------         -----------
                                                                            1,198,005           1,198,005           1,196,530

Prepaid expenses                                                               96,295              96,295              73,520
Notes receivable                                                               10,285              10,285              10,554
                                                                          -----------         -----------         -----------
     Total current assets                                                   4,346,552           4,346,552           4,363,834

Equipment and fixtures, net                                                   376,340             376,340             406,360
Other assets, net of accumulated amortization of $609,751 and
    $543,342 at December 31, 1999 and September 30, 1999, respectively      1,729,922           1,729,922           1,795,610
                                                                          -----------         -----------         -----------
Total assets                                                              $ 6,452,814         $ 6,452,814         $ 6,565,804

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Notes payable to bank                                                        488,938             488,938             488,938
 Accounts payable                                                           1,370,562           1,370,562           1,260,668
 Accrued expenses and other                                                   485,669             485,669             569,675
 Current portion of long-term debt                                             37,784             487,784             498,754
                                                                          -----------         -----------         -----------
Total current liabilities                                                   2,382,953           2,832,953           2,818,035
                                                                          -----------         -----------         -----------
Long-term debt, less current portion                                        1,966,889           2,066,889           2,071,541

Commitments

Stockholders' equity:
 Preferred stock $1.00 par value, 10,000,000 shares authorized,
   0 shares issued and outstanding at December 31, 1999 and
   September 30, 1999, respectively                                              --                  --                  --
 Common stock, $.50 par value, 4,000,000 shares authorized,
   1,020,474 shares issued and outstanding at December 31,1999
   and September 30, 1999, respectively, and 1,265,193 shares issued
   at December 31, 1999 proforma                                              632,597             510,237             510,237
 Additional paid-in capital                                                 2,441,393           2,013,753           2,013,753
 Accumulated deficit                                                         (971,018)           (971,018)           (847,762)
                                                                          -----------         -----------         -----------
     Total stockholders' equity                                             2,102,972           1,552,972           1,676,228
                                                                          -----------         -----------         -----------
        Total liabilities and stockholders' equity                        $ 6,452,814         $ 6,452,814         $ 6,565,804

</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                        3
<PAGE>

                                  METRISA, INC.
                               STATEMENTS OF LOSS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                          December 31,
                                                               ---------------------------------
                                                                   1999                  1998
                                                               -----------           -----------
<S>                                                            <C>                   <C>
Sales:
 Product sales                                                 $ 1,482,694           $ 1,296,881
 Service Sales                                                     250,460               331,057
                                                               -----------           -----------
Net sales                                                        1,733,154             1,627,938

Cost of sales                                                      862,558               828,956
                                                               -----------           -----------
Gross profit                                                       870,596               798,982

Operating expenses:
 Selling, general and administrative                               760,603               856,573
 Research and development                                          124,716               155,803
                                                               -----------           -----------
                                                                   885,319             1,012,376
                                                               -----------           -----------
Loss from operations                                               (14,723)             (213,394)

Other income (expense):
 Interest income                                                     4,443                 7,906
 Interest expense                                                 (112,976)             (115,017)
                                                               -----------           -----------
                                                                  (108,533)             (107,111)
                                                               -----------           -----------
Loss before income taxes                                          (123,256)             (320,505)

Income taxes                                                          --                    --
                                                               -----------           -----------
Net loss                                                       $  (123,256)          $  (320,505)
                                                               ===========           ===========
Net loss per common share-basic and diluted                    $     (0.12)          $     (0.31)
Shares outstanding-basic and diluted                             1,020,474             1,022,911

</TABLE>









    The accompanying notes are an integral part of the financial statements.

                                        4
<PAGE>

                                      METRISA, INC.
                                STATEMENTS OF CASH FLOWS
                                       (Unaudited)
<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                                      December 31,
                                                                          ---------------------------------
                                                                             1999                   1998
                                                                          -----------           -----------
Operating activities:
<S>                                                                       <C>                   <C>
 Net loss                                                                 $  (123,256)          $  (320,505)
 Adjustments to reconcile net loss to net cash used in
   operating activities:
  Depreciation and amortization                                                89,129                77,535
  Warrant amortization                                                         12,000                12,000
  Changes in operating assets and liabilities, net of
     effects of purchase of subsidiaries:
   Accounts receivable                                                       (140,176)              169,245
   Notes receivable                                                               269                  --
   Inventories                                                                 (1,475)              (37,596)
   Other current assets                                                       (22,775)              (31,150)
   Accounts payable and accrued expenses                                       25,888              (357,045)
                                                                          -----------           -----------
Net cash used in operating activities                                        (160,396)             (487,516)

Investing activities:
 Additions to equipment and fixtures                                           (4,698)              (15,231)
 (Increase) decrease in other assets                                             (723)                1,334
 Cash paid for Micromet acquisition                                              --                (208,166)
                                                                          -----------           -----------
Net cash used in investing activities                                          (5,421)             (222,063)

Financing activities:
 Principal payments on long-term debt                                         (11,452)              (92,105)
 Principal payments on capital lease obligation                                (4,170)                 --
 Purchase of treasury stock                                                      --                 (43,277)
                                                                          -----------           -----------

Net cash used in financing activities                                         (15,622)             (135,382)
                                                                          -----------           -----------

Net decrease in cash and cash equivalents                                    (181,439)             (844,961)

Cash and cash equivalents at beginning of period                            1,298,984             2,469,053
                                                                          -----------           -----------

Cash and cash equivalents at end of period                                $ 1,117,545           $ 1,624,092
                                                                          ===========           ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                        5
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

1.       BASIS OF PRESENTATION

         The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three month
period ended December 31, 1999 are not necessarily indicative of the results
that may be expected for the year ended September 30, 2000. The interim
financial statements should be read in conjunction with the audited financial
statements and footnotes thereto for the year ended September 30, 1999 included
in the Company's Annual Report on Form 10-KSB.

         Metrisa, Inc. ("the Company") is comprised of three divisions, all
currently located in Bedford with the recent relocation of the New Jersey
operations in November 1999. These divisions serve two broad markets, the
process/environmental markets, and the materials characterization market.
Tytronics manufactures and markets on-line liquid chemical analyzers to the
process and environmental industries; Nametre manufactures and markets on-line
viscosity analyzers to the process industries. Holometrix-Micromet provides
instrumentation and testing services for the measurement of thermal properties
and cure monitoring of composites for the automotive, aerospace, and electronics
packaging industries.

         Certain amounts in prior period financial statements have been
reclassified to conform to current presentation.









                                     Page 6
<PAGE>

2.       NET LOSS PER SHARE

         Outstanding options and warrants are included in the computation of
diluted earnings per share using the treasury stock method when their effect is
dilutive. For the period presented, the exercise price of the options and
warrants was greater than the average market price of the Company's common
stock. Net Income (loss) per share amounts for all periods have been presented.
The following is a reconciliation of the denominator (number of shares) used in
the computation of loss per share. The numerator (net loss) is the same for the
basic and diluted computations.

                                            Three Months Ended December 31,
                                            -------------------------------
                                                1999               1998
                                             ---------          ---------
Basic shares                                 1.020,474          1,022,911
Effect of dilutive securities                       --                 --
                                             ---------          ---------
Dilutive shares                              1,020,474          1,022,911

         The following table summarizes securities that were outstanding as of
December 31, 1999 and 1998, but not included in the calculation of diluted loss
per share because such shares are antidilutive:

                                         Three Month Period Ended December 31,
                                         -------------------------------------
                                                1999               1998
                                             ---------          ---------
Options                                        159,724            151,580
Warrants                                       539,340            539,340
Preferred Stock                                     --                 --


3.       SEGMENT REPORTING

         The Company operates its business in two identifiable reporting
industry segments: the development and manufacture of process analytical
instruments and the development and manufacture of materials characterization
instruments as well as contract testing services for materials characterization.

         A summary of the Company's operations by segment follows:

                                                     1999             1998
                                                  -----------      -----------
         Sales:
                    Process analytical            $   996,508      $ 1,050,660
                    Materials characterization    $   736,646      $   577,278
                                                  -----------      -----------
                                                  $ 1,733,154      $ 1,627,938

         Income (loss) from operations:
                    Process analytical            $    64,850      $  (179,853)
                    Materials characterization    $   (79,573)     $   (33,541)
                                                  -----------      -----------
                                                  $   (14,723)     $  (213,394)

4.       RESTRUCTURING CHARGES

         As of September 30, 1999, the Company recorded a restructuring charge
of $149,288 related to the closure and subsequent consolidation, in part, of the
Nametre Division's Metuchen, New Jersey facility into the Company's Bedford
facility. The restructuring charge was primarily related to employee severance
and certain non-recurring charges. The relocation took place in November 1999
with a complete closure of the facility in January 2000. During the three months
ended December 31, 1999, the Company paid out approximately $33,000 in severance
payments and $11,000 in non-recurring expenses which were charged against
current liabilities with a balance of approximately $105,000 remaining in
current liabilities related to future severance payments. The Company
anticipates that the restructuring payments will be substantially completed
within the next two quarters.

                                     Page 7
<PAGE>

5.       SUBSEQUENT EVENT

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

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

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




















                                     Page 8
<PAGE>

ITEM 2.

--------------------------------------------------------------------------------
                                  METRISA, INC.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                       CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THREE-MONTH PERIOD ENDED DECEMBER 31, 1999, AS COMPARED WITH THE THREE-MONTH
PERIOD ENDED DECEMBER 31, 1998

         NET SALES in the first quarter of fiscal 2000 totaled $1,733,154, as
compared to $1,627,938 in the comparable quarter of fiscal 1999, an increase of
$105,216, or 6%. Sales increased in the materials characterization segment, and
decreased slightly in the process analytical segment. The process analytical
segment continues to show softness in its Asian markets.

         COST OF SALES increased to $862,558 (50% of sales) in the first quarter
of fiscal 2000, from $828,956 (51% of sales) in the same period of fiscal 1999.
The savings resulting from the relocation and consolidation of the Nametre
viscometric division from Metuchen, NJ, to Bedford, MA offset a less favorable
product mix.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES decreased by $95,970, or
11%, from $856,573 (53% of sales) to $760,603 (44% of sales). The decrease was
primarily a result of the continuing consolidation of selling, marketing and
distribution activities, and a smaller decrease in general and administrative
expenses due to reduced staffing.

         RESEARCH AND DEVELOPMENT decreased $31,087 from $155,803 (10% of sales)
to $124,716 (7% of sales). This decrease is a result of continuing consolidation
of the research and development effort, along with a focus on a more specific
set of projects.

         LOSS FROM OPERATIONS was $14,723 in the first quarter of fiscal 2000,
compared with a loss of $213,394 in the comparable period of fiscal 1999. The
NET LOSS was $123,256 in the first quarter of fiscal 2000, compared to a net
loss of $320,505 in the same period of fiscal 1999. Interest expense, at
$112,976, in the first quarter of fiscal 2000 was comparable to the interest
expense of $115,017, in the same period of fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES

         TOTAL ASSETS decreased by $112,990 (2%), to $6,452,814 in the first
quarter of fiscal 2000, as compared to $6,565,804 at the end of fiscal 1999.
Cash decreased by $181,439, primarily due to an operating cash outflow described
below. Equipment and fixtures decreased by $30,020, from $406,360 to $376,340,
primarily due to depreciation. Other assets decreased by $65,688, from
$1,795,610 to $1,729,922, mainly due to amortization.

                                     Page 9
<PAGE>
         TOTAL LIABILITIES remained approximately constant, increasing by only
$10,266 from $4,889,576 at the end of fiscal 1999 to $4,899,842 at the end of
first quarter of fiscal 2000. Accounts payable increased by $109,894 from
$1,260,668 to $1,370,562, due to some extended payables. Accrued expenses
decreased by $84,006, from $569,675 to $485,669. Other current liabilities
changed only slightly; notes payable to bank remained constant at $488,938, and
the current portion of long-term debt decreased $10,970.

         LONG-TERM DEBT decreased by $4,652 from $2,071,541 at September 30,
1999 to $2,066,889 at December 31, 1999 due to capital lease payments.

         OPERATING CASH FLOWS were negative in the first quarter of fiscal 2000,
amounting to $160,396; this is significantly improved from an operating cash
outflow of $487,516 in the comparable quarter of fiscal 1999. Operating cash
decreased due to the net loss incurred ($123,256) and an increase in accounts
receivable ($140,176), offset by total depreciation and amortization of
$101,129, and other working capital changes of $1,907.

         Investment activity was very limited; the Company acquired equipment
valued at $4,698. Other assets increased by $723, for a net cash usage for
investment activities of $5,421. Long-term debt and capital lease repayments,
totaling $15,622, constituted all of the Company's financing activities.

         The net affect of these transactions was a decrease in cash of
$181,439, resulting in a cash balance at the end of the first quarter of fiscal
2000 of $1,117,545.

         As of December 31, 1999 the Company had an outstanding order backlog
for product and services of approximately $732,000, as compared to a backlog of
$978,900 as of December 31, 1998, and a backlog of $718,000 at the end of fiscal
1999. The Company believes that substantially all of the $732,000 backlog will
be realized in fiscal 2000.

RESTRUCTURING CHARGES

         As of September 30, 1999, the Company recorded a restructuring charge
of $149,288 related to the closure and subsequent consolidation, in part, of the
Nametre Division's Metuchen, New Jersey facility into the Company's Bedford
facility. The restructuring charge was primarily related to employee severance
and certain non-recurring charges. The relocation took place in November 1999
with a complete closure of the facility in January 2000. During the three months
ended December 31, 1999, the Company paid out approximately $33,000 in severance
payments and $11,000 in non-recurring expenses which were charged against
current liabilities with a balance of approximately $105,000 remaining in
current liabilities related to future severance payments. The Company
anticipates that the restructuring payments will be substantially completed
within the next two quarters.

NOTES PAYABLE LINE OF CREDIT, SUBORDINATED DEBT LOAN

         As of September 30, 1998, the Company was a party to a Silicon Valley
Bank combined line of credit and term loan of $1,750,000 secured by
substantially all of the assets of the Company. As of September 23, 1999, this
line was decreased to $1,250,000 through repayment and retirement of the
$500,000 term loan. Advances under this line cannot exceed 75% of the Company's
eligible accounts receivable plus 20% of inventory, as defined. All outstanding
amounts are payable on demand and advances are contingent upon maintaining
certain covenants relative to cash and borrowing availability under the line of
credit. As of December 31, 1999, total advances under this line of credit were
$488,938, the same amount as that outstanding as of September 30, 1999. As of
December 31, 1999, the Company was in compliance with all covenants on this line
of credit.

                                    Page 10
<PAGE>

         As of September 29,1998, the Company was party to a $2,000,000
subordinated debt financing agreement with Finova Mezzanine Capital, Inc.
("Finova"), a senior subordinated debt lender, secured by substantially all of
the assets of the Company, but subordinated to the Silicon Valley Bank
financing. This loan is due in full September 30, 2003, with interest-only
payments for the first two years, and partial payments beginning October 1,
2000. This financing requires maintenance of a covenant in which the ratio of
long term debt (excluding current portion) to EBITDA cannot exceed certain
levels. As of December 31, 1999, the Company was not in compliance with this
covenant; subsequently, this covenant was waived and amended to a minimum EBITDA
covenant. The Company was in compliance with the amended covenant.

SUBSEQUENT EVENT, SUBORDINATED DEBT LOAN

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

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

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















                                    Page 11
<PAGE>

OTHER COMPANY INITIATIVES

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

YEAR 2000 UPDATE

         The Company has not experienced any business disruptions related to the
"Year 2000" issue. Nevertheless, the Company is continuing to evaluate the risks
associated with a potential delayed impact of Year 2000 failures. Any such
failure could materially and adversely impact the Company's results of
operations, liquidity, and financial position. The Company believes that its
Year 2000 compliance project has reduced, but not eliminated, the possibility
that its operations in the future will encounter any significant interruptions
related to the Year 2000 issue.

















                                    Page 12
<PAGE>

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings
           -----------------

           The Company was not involved in any material legal proceedings as of
           the date of this report.

Item 2.    Changes in Securities
           ---------------------

           Not applicable.

Item 3.    Defaults Upon Senior Securities
           -------------------------------

           Not applicable.

Item 4.    Submission of Matters to a Vote of Security Holders
           ---------------------------------------------------

           No matters were submitted to a vote of security holders, whether
           through the solicitation of proxies or otherwise, during the quarter
           ended December 31, 1999.

Item 5.    Other Information
           -----------------

           Not applicable.

Item 6.    Exhibits and Reports on Form 8-K
           --------------------------------

           (a) Exhibits
               --------

           Financial Data Schedule.

           (b) Reports on Form 8-K
               -------------------

           Not applicable.







                                    Page 13
<PAGE>

                                   SIGNATURE

         Pursuant to the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                        Metrisa, Inc.

                                                        By: \s\ John E. Wolfe
                                                            --------------------
                                                            John E. Wolfe
                                                            President

Date:  February 14, 1999



























                                    Page 14