EXHIBIT 10.1

              AMENDED AND RESTATED MASTER GUARANTEE REIMBURSEMENT
                               AND LOAN AGREEMENT


            This AGREEMENT is entered into as of the 10th day of
       December, 1997 by and among Thermo Electron Corporation (the
       "Parent") and those of its subsidiaries that join in this
       Agreement by executing the signature page hereto (the "Majority
       Owned Subsidiaries").

                                  WITNESSETH:

            WHEREAS, the Majority Owned Subsidiaries and their
       wholly-owned subsidiaries wish to enter into various financial
       transactions, such as convertible or nonconvertible debt, loans,
       and equity offerings, and other contractual arrangements with
       third parties (the "Underlying Obligations") and may provide
       credit support to, on behalf of or for the benefit of, other
       subsidiaries of the Parent ("Credit Support Obligations"); 

            WHEREAS, the Majority Owned Subsidiaries and the Parent
       acknowledge that the Majority Owned Subsidiaries and their
       wholly-owned subsidiaries may be unable to enter into many kinds
       of Underlying Obligations without a guarantee of their
       performance thereunder from the Parent (a "Parent Guarantee") or
       without obtaining Credit Support Obligations from other Majority
       Owned Subsidiaries;

            WHEREAS, the Majority Owned Subsidiaries and their
       wholly-owned subsidiaries may borrow funds from the Parent, and
       the Parent may loan funds or provide credit to the Majority Owned
       Subsidiaries and their wholly-owned subsidiaries, on a short-term
       and unsecured basis;

            WHEREAS, certain Majority Owned Subsidiaries ("Second Tier
       Majority Owned Subsidiaries ") may themselves be majority owned
       subsidiaries of other Majority Owned Subsidiaries ("First Tier
       Majority Owned Subsidiaries");

            WHEREAS, for various reasons, Parent Guarantees of a Second
       Tier Majority Owned Subsidiary's Underlying Obligations may be
       demanded and given without the respective First Tier Majority
       Owned Subsidiary also issuing a guarantee of such Underlying
       Obligation; 

            WHEREAS, the Parent may itself make a loan or provide other
       credit to a Second Tier Majority Owned Subsidiary or its
       wholly-owned subsidiaries under circumstances where the
       applicable First Tier Majority Owned Subsidiary does not provide
       such credit; and

            WHEREAS, the Parent is willing to consider continuing to
       issue Parent Guarantees and providing credit, and the Majority
       Owned Subsidiaries are willing to consider continuing to provide
PAGE
<PAGE>
       Credit Support Obligations and to borrow funds, on the terms and
       conditions set forth below;

            NOW, THEREFORE, in consideration of the foregoing and other
       good and valuable consideration, the receipt and sufficiency of
       which are hereby acknowledged by each party hereto, the parties
       agree as follows:

       1.   If the Parent provides a Parent Guarantee of an Underlying
            Obligation, and the beneficiary(ies) of the Parent Guarantee
            enforce the Parent Guarantee, or the Parent performs under
            the Parent Guarantee for any other reason, then the Majority
            Owned Subsidiary that is obligated, either directly or
            indirectly through a wholly-owned subsidiary, under such
            Underlying Obligation shall indemnify and save harmless the
            Parent from any liability, cost, expense or damage
            (including reasonable attorneys' fees) suffered by the
            Parent as a result of the Parent Guarantee.  If the
            Underlying Obligation is issued by a Second Tier Majority
            Owned Subsidiary or a wholly-owned subsidiary thereof, and
            such Second Tier Majority Owned Subsidiary is unable to
            fully indemnify the Parent (because of the poor financial
            condition of such Second Tier Majority Owned Subsidiary, or
            for any other reason), then the First Tier Majority Owned
            Subsidiary that owns the majority of the stock of such
            Second Tier Majority Owned Subsidiary shall indemnify and
            save harmless the Parent from any remaining liability, cost,
            expense or damage (including reasonable attorneys' fees)
            suffered by the Parent as a result of the Parent Guarantee.
            If a Majority Owned Subsidiary or a wholly-owned subsidiary
            thereof provides a Credit Support Obligation for any
            subsidiary of the Parent, other than a subsidiary of such
            Majority Owned Subsidiary, and the beneficiary(ies) of the
            Credit Support Obligation enforce the Credit Support
            Obligation, or the Majority Owned Subsidiary or its
            wholly-owned subsidiary  performs under the Credit Support
            Obligation for any other reason, then the Parent shall
            indemnify and save harmless the Majority Owned Subsidiary or
            its wholly-owned subsidiary, as applicable, from any
            liability, cost, expense or damage (including reasonable
            attorneys' fees) suffered by the Majority Owned Subsidiary
            or its wholly-owned subsidiary, as applicable, as a result
            of the Credit Support Obligation.  Without limiting the
            foregoing, Credit Support Obligations include the deposit of
            funds by a Majority Owned Subsidiary or a wholly-owned
            subsidiary thereof in a credit arrangement with a banking
            facility whereby such funds are available to the banking
            facility as collateral for overdraft obligations of other
            Majority Owned Subsidiaries or their subsidiaries also
            participating in the credit arrangement with such banking
            facility.

       2.   For purposes of this Agreement, the term "guarantee" shall
            include not only a formal guarantee of an obligation, but
PAGE
<PAGE>
            also any other arrangement where the Parent is liable for
            the obligations of a Majority Owned Subsidiary or its
            wholly-owned subsidiaries.  Such other arrangements include
            (a) representations, warranties and/or covenants or other
            obligations joined in by the Parent, whether on a joint or
            joint and several basis, for the benefit of the Majority
            Owned Subsidiary or its wholly-owned subsidiaries and (b)
            responsibility of the Parent by operation of law for the
            acts and omissions of the Majority Owned Subsidiary or its
            wholly-owned subsidiaries, including controlling person
            liability under securities and other laws.

       3.   Promptly after the Parent receives notice that a beneficiary
            of a Parent Guarantee is seeking to enforce such Parent
            Guarantee, the Parent shall notify the Majority Owned
            Subsidiary(s) obligated, either directly or indirectly
            through a wholly-owned subsidiary, under the relevant
            Underlying Obligation.  Such Majority Owned Subsidiary(s) or
            wholly-owned subsidiary thereof, as applicable, shall have
            the right, at its own expense, to contest the claim of such
            beneficiary.  If a Majority Owned Subsidiary or wholly-owned
            subsidiary thereof, as applicable, is contesting the claim
            of such beneficiary, the Parent will not perform under the
            relevant Parent Guarantee unless and until, in the Parent's
            reasonable judgment, the Parent is obligated under the terms
            of such Parent Guarantee to perform.  Subject to the
            foregoing, any dispute between a Majority Owned Subsidiary
            or wholly-owned subsidiary thereof, as applicable, and a
            beneficiary of a Parent Guarantee shall not affect such
            Majority Owned Subsidiary's obligation to promptly indemnify
            the Parent hereunder.  Promptly after a Majority Owned
            Subsidiary or wholly-owned subsidiary thereof, as
            applicable, receives notice that a beneficiary of a Credit
            Support Obligation is seeking to enforce such Credit Support
            Obligation, the Majority Owned Subsidiary shall notify the
            Parent.  The Parent shall have the right, at its own
            expense, to contest the claim of such beneficiary.  If the
            Parent or the subsidiary of the Parent on whose behalf the
            Credit Support Obligation is given is contesting the claim
            of such beneficiary, the Majority Owned Subsidiary or
            wholly-owned subsidiary thereof, as applicable, will not
            perform under the relevant Credit Support Obligation unless
            and until, in the Majority Owned Subsidiary's reasonable
            judgment, the Majority Owned Subsidiary or wholly-owned
            subsidiary thereof, as applicable, is obligated under the
            terms of such Credit Support Obligation to perform.  Subject
            to the foregoing, any dispute between the Parent or the
            subsidiary of the Parent on whose behalf the Credit Support
            Obligation was given, on the one hand, and a beneficiary of
            a Credit Support Obligation, on the other, shall not affect
            the Parent's obligation to promptly indemnify the Majority
            Owned Subsidiary or its wholly-owned subsidiary, as
            applicable, hereunder.
PAGE
<PAGE>
       4.   Upon the request of a Majority Owned Subsidiary, the Parent
            may make loans and advances to the Majority Owned Subsidiary
            or its wholly-owned subsidiaries on a short-term, revolving
            credit basis, from time to time in such amounts as mutually
            determined by the Parent and the Majority Owned Subsidiary.
            The aggregate principal amount of such loans and advances
            shall be reflected on the books and records of the Majority
            Owned Subsidiary (or wholly-owned subsidiary, as applicable)
            and the Parent.  All such loans and advances shall be on an
            unsecured basis unless specifically provided otherwise in
            loan documents executed at that time.  The Majority Owned
            Subsidiary or its wholly-owned subsidiaries, as applicable,
            shall pay interest on the aggregate unpaid principal amount
            of such loans from time to time outstanding at a rate
            ("Interest Rate") equal to the rate of the Commercial Paper
            Composite Rate for 90-day maturities as reported by Merrill
            Lynch Capital Markets, as an average of the last five
            business days of such Majority Owned Subsidiary's latest
            fiscal quarter then ended, plus twenty-five (25) basis
            points.  The Interest Rate shall be adjusted on the first
            business day of each fiscal quarter of such Majority Owned
            Subsidiary pursuant to the Interest Rate formula contained
            in the preceding sentence and shall be in effect for the
            entirety of such fiscal quarter.  Interest shall be computed
            on a 360-day basis.  The aggregate principal amount
            outstanding and accrued interest thereon shall be payable on
            demand.  The principal and accrued interest may be paid by
            the Majority Owned Subsidiaries or their wholly-owned
            subsidiaries, as applicable, at any time or from time to
            time, in whole or in part, without premium or penalty.  All
            payments shall be applied first to accrued interest and then
            to principal.  Principal and interest shall be payable in
            lawful money of the United States of America, in immediately
            available funds, at the principal office of the Parent or at
            such other place as the Parent may designate from time to
            time in writing to the Majority Owned Subsidiary.  The
            unpaid principal amount of any such borrowings, and accrued
            interest thereon, shall become immediately due and payable,
            without demand, upon the failure of the Majority Owned
            Subsidiary or its wholly-owned subsidiary, as applicable, to
            pay its debts as they become due, the insolvency of the
            Majority Owned Subsidiary or its wholly-owned subsidiary, as
            applicable, the filing by or against the Majority Owned
            Subsidiary or its wholly-owned subsidiary, as applicable, of
            any petition under the U.S. Bankruptcy Code (or the filing
            of any similar petition under the insolvency law of any
            jurisdiction), or the making by the Majority Owned
            Subsidiary or its wholly-owned subsidiary, as applicable, of
            an assignment or trust mortgage for the benefit of creditors
            or the appointment of a receiver, custodian or similar agent
            with respect to, or the taking by any such person of
            possession of, any property of the Majority Owned Subsidiary
            or its wholly-owned subsidiary, as applicable.  In case any
            payments of principal and interest shall not be paid when
PAGE
<PAGE>
            due, the Majority Owned Subsidiary or its wholly-owned
            subsidiary, as applicable, further promises to pay all cost
            of collection, including reasonable attorneys' fees.   

       5.   If the Parent makes a loan or provides other credit ("Credit
            Extension") to a Second Tier Majority Owned Subsidiary, the
            First Tier Majority Owned Subsidiary that owns the majority
            of the stock of such Second Tier Majority Owned Subsidiary
            hereby guarantees the Second Tier Majority Owned
            Subsidiary's obligations to the Parent thereunder.  Such
            guaranty shall be enforced only after the Parent, in its
            reasonable judgment, determines that the Second Tier
            Majority Owned Subsidiary is unable to fully perform its
            obligations under the Credit Extension.  If the Parent
            provides Credit Extension to a wholly-owned subsidiary of a
            Second Tier Majority Owned Subsidiary, the Second Tier
            Majority Owned Subsidiary hereby guarantees it wholly-owned
            subsidiary's obligations to the Parent thereunder and the
            First Tier Majority Owned Subsidiary that owns the majority
            of the stock of such Second Tier Majority Owned Subsidiary
            hereby guarantees the Second Tier Majority Owned
            Subsidiary's obligations to the Parent hereunder.  Such
            guaranty by the First Tier Majority Owned Subsidiary shall
            be enforced only after the Parent, in its reasonable
            judgment, determines that the Second Tier Majority Owned
            Subsidiary is unable to fully perform its guaranty
            obligation hereunder.  

       6.   All payments required to be made by a Majority Owned
            Subsidiary or its wholly-owned subsidiaries, as applicable,
            shall be made within two days after receipt of notice from
            the Parent. All payments required to be made by the Parent
            shall be made within two days after receipt of notice from
            the Majority Owned Subsidiary.  

       7.   This Agreement shall be governed by and construed in
            accordance with the laws of the Commonwealth of
            Massachusetts applicable to contracts made and performed
            therein.
PAGE
<PAGE>
            IN WITNESS WHEREOF, the parties have caused this Agreement
       to be executed by their duly authorized officers as of the date
       first above written.


                                THERMO ELECTRON CORPORATION


                                By:  Melissa F. Riordan
                                ------------------------------

                                Title:  Treasurer


                                THERMO POWER CORPORATION


                                By:  J. Timothy Corcoran
                                ------------------------------

                                Title:  President and Chief Executive Officer