EXHIBIT 4.3

                             FISCAL AGENCY AGREEMENT

                                      among

                             THERMOLASE CORPORATION
                                   as Issuer,

                          THERMO ELECTRON CORPORATION,
                                  as Guarantor

                                       and

                             BANKERS TRUST COMPANY,
                                 as Fiscal Agent
                             ______________________

                           Dated as of August 12, 1997
                             ______________________

                       U.S. $115,000,000 Principal Amount

               4 3/8% Convertible Subordinated Debentures Due 2004
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                                    CONTENTS
        Heading                                                     Page

        1.   The Securities

        2.   Appointment of Agents and Security Registrar

        3.   Registration of Transfer and Exchange; Restrictions on      
             Transfer

        4.   Closing Date; Exchange of Regulation S Global Security

        5.   Payment

        6.   Redemption

        7.   Conversion of Securities

        8.   Surrendered Securities

        9.   Mutilated, Destroyed, Stolen or Lost Securities

        10.  Signatures

        11.  Agreements Concerning Agents

        12.  Offices, Resignation, Successors, Etc. of Agents, Paying,
             Conversion and Transfer Agencies

        13.  Taxes

        14.  Meetings and Votes of Holders

        15.  Merger, Consolidation or Sale of Assets

        16.  Governing Law

        17.  Amendments

        18.  Agent for Service of Process

        19.  Notices

        20.  Counterparts
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        Exhibit A-     Form of Registered Security
                       Form of Bearer Security

        Exhibit B-     Form of Regulation S Global Security

        Exhibit C-     Form of Certificate to be given by the Euroclear 
                       Operator or Cedel with respect to the exchange of
                       all or a portion of the Regulation S Global
                       Security for Bearer Securities

        Exhibit D-     Form of Certificate of Beneficial Ownership for
                       Bearer Securities to be provided to the Euroclear
                       Operator or Cedel

        Exhibit E-     Form of Certificate of Beneficial Ownership for
                       Registered Securities to be provided to the
                       Euroclear Operator or Cedel

        Exhibit F-     Form of Certificate to be given by the Euroclear
                       Operator or Cedel with respect to the exchange of
                       all or a portion of the Regulation S Global
                       Security for Registered Regulation S Securities

        Exhibit G-     Form of Transferee Letter
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             FISCAL AGENCY AGREEMENT, dated as of August 12, 1997 (this
        "Agreement"), among ThermoLase Corporation, a corporation duly
        organized and validly existing under the laws of the State of
        Delaware (the "Company"), Thermo Electron Corporation, a
        corporation duly organized and validly existing under the laws of
        the State of Delaware (the "Guarantor"), and Bankers Trust
        Company, a banking corporation duly organized and validly
        existing under the laws of the State of New York (the "Fiscal
        Agent").

             1.   The Securities.

                 (a)   The Company has, by a Subscription Agreement,
        dated August 5,1997 (the "Subscription Agreement"), among the
        Company, the Guarantor and the managers named therein (the
        "Managers"), agreed to issue and sell to the Managers U.S.
        $115,000,000 aggregate principal amount of its 4 3/8% Convertible
        Subordinated Debentures Due 2004 (hereinafter referred to as the
        "Securities").  The amount of Securities that may be issued
        hereunder may be increased by agreement among Lehman Brothers
        International (Europe) (the "Lead Manager"), the Company, the
        Guarantor and the Fiscal Agent, and such additional securities
        shall be "Securities" hereunder.  The due and punctual payment of
        principal, premium, if any, and interest and Additional Amounts
        (as defined in Section 2 of the Securities) on the Securities
        when and as the same shall become due and payable, whether at
        maturity, upon redemption or otherwise, are unconditionally
        guaranteed on a subordinated basis by the Guarantor.  Interest on
        the Securities shall be calculated on the basis of a 360 day year
        comprised of twelve 30-day months.  

                 (b)   Pursuant to the Subscription Agreement, the
        Managers (or their affiliates) may sell the Securities to (i)
        persons who are not "U.S. Persons" (as such term is defined in
        Regulation S promulgated by the United States Securities and
        Exchange Commission (the "SEC") pursuant to the Securities Act of
        1933, as amended (the "Securities Act")) in transactions that
        meet the requirements of Regulation S, (ii) "qualified
        institutional buyers" (as such term is defined in Rule 144A
        promulgated by the SEC pursuant to the Securities Act and
        hereinafter referred to as "QIBs") in reliance on Rule 144A (the
        Securities that are resold by the Managers pursuant to Rule 144A
        being hereinafter referred to as the "Rule 144A Securities") and
        (iii) a limited number of "institutional accredited investors"
        (within the meaning of Rule 501(a)(1), (2), (3) or (7)
        promulgated by the SEC pursuant to the Securities Act)
        ("Institutional Accredited Investors") that, prior to their
        purchase of any Securities, deliver to the Managers a letter
        containing certain representations and agreements (the Securities
        that are resold by the Managers to institutional accredited
        investors being referred to as the "Accredited Investor
        Securities").

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                  (c)  A portion of the Securities will initially be
        issued in the form of a temporary global debenture in bearer form
        without coupons or conversion rights having endorsed thereon the
        guarantee of the Guarantor (the "Guarantee"), which will be
        deposited with a depository in London for Cedel and Euroclear for
        the accounts of the subscribers of such Securities on the Closing
        Date (as defined herein).  Upon deposit of the temporary global
        debenture, Cedel or Euroclear, as the case may be, will credit
        each subscriber with a principal amount of Securities equal to
        the principal amount thereof for which it has subscribed and paid
        in the aggregate principal amount of the entire issue of
        Securities less the aggregate principal amount of the Rule 144A
        Securities and Accredited Investor Securities concurrently
        issued, substantially in the form of Exhibit B hereto (the
        "Regulation S Global Security").  As hereinafter provided, the
        Regulation S Global Security may subsequently be exchanged for
        Securities (i) in printed definitive form with the Guarantees
        endorsed thereon either as (a) bearer Securities ("Bearer
        Securities") in denominations of U.S. $1,000 and U.S. $10,000 and
        with interest coupons attached thereto, representing the
        semi-annual interest payable thereon, or (b) fully registered
        Securities ("Registered Regulation S Securities") in
        denominations of U.S. $1,000 and integral multiples thereof,
        without coupons, or (ii) if permitted by Cedel or Euroclear, as
        the case may be, a beneficial interest in the Rule 144A Global
        Security (as defined below), in accordance with the provisions of
        Section 3(c).  Bearer Securities shall be substantially in the
        form of Exhibit A hereto, including the coupons set forth
        therein.  Registered Regulation S Securities also shall be
        substantially in the form of Exhibit A hereto.  The Securities
        which are not Bearer Securities or the Regulation S Global
        Security are hereinafter collectively referred to as the
        "Registered Securities."

                  (d)  The Rule 144A Securities will initially be issued
        in the form of a global Security in the aggregate principal
        amount of the Rule 144A Securities, which Security shall be in
        substantially the form of Exhibit A hereto, having endorsed
        thereon a Guarantee, and is hereinafter referred to as the "Rule
        144A Global Security." Such Rule 144A Global Security shall be
        duly executed by the Company and authenticated by the Fiscal
        Agent (as defined below) as hereinafter provided and will be
        deposited on the Closing Date with, or on behalf of, The
        Depositary Trust Company ("DTC") and registered in the name of
        Cede & Co., as nominee of DTC.  The aggregate principal amount of
        the Rule 144A Global Security may from time to time be increased
        or reduced by adjustments made in the Security Register.
        Transfers of interests in the Rule 144A Global Security will be
        subject to certain restrictions set forth therein and described
        in Section 3 hereof.

                  (e)  The Accredited Investor Securities will initially
        be issued in fully registered form in minimum denominations of
        U.S. $50,000 and integral multiples of U.S. $1,000 in excess

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        thereof, which Securities shall be in substantially the form of
        Exhibit A hereto, having endorsed thereon a Guarantee, and are
        hereinafter collectively referred to as "Registered Accredited
        Investor Securities." Such Registered Accredited Investor
        Securities shall be in definitive, fully registered certificated
        form only and registered in the names of such Institutional
        Accredited Investors or their nominees.  Such Institutional
        Accredited Investors may not elect to hold Registered Accredited
        Investor Securities through DTC, Euroclear or Cedel.  As provided
        herein, such Registered Accredited Investor Securities may
        subsequently be exchanged for Registered Accredited Investor
        Securities in denominations of $1,000 and integral multiples
        thereof.  The aggregate principal amount of the Registered
        Accredited Investor Securities may be increased or reduced by
        adjustments made in the Security Register.  Transfers of
        Registered Accredited Investor Securities will be subject to
        certain restrictions set forth therein and described in Section 3
        hereof.

                  (f)  During the period beginning on the Closing Date
        and ending on the date which is  two years (or the then
        applicable holding period under Rule 144(k) under the Securities
        Act (or successor provision)) after the later of the date of
        original issuance thereof and the last date on which the Company
        or any affiliate of the Company was the owner thereof (or any
        predecessor), all Rule 144A Securities, all Accredited Investor
        Securities, all other Registered Securities and all Securities
        issued upon registration of transfer of or in exchange for such
        Securities, shall be "Restricted Securities" and shall be subject
        to the restrictions on transfer in Section 3 hereof; provided,
        however, that the term "Restricted Securities" shall not include
        Registered Securities as to which such restrictions on transfer
        have been terminated in accordance with Section 3(g) hereof.  All
        Restricted Securities shall bear the legend required by Section
        3(f) hereof.

                  (g)  The Securities will be convertible as provided in
        Section 4 of the Registered Securities and the Bearer Securities
        and Section 7 hereof.  The Securities may be redeemed by the
        Company as provided in Section 3 of the Registered Securities and
        the Bearer Securities and Section 6 hereof.  The Securities will
        be subordinated as provided in Section 7 of the Registered
        Securities and the Bearer Securities.  The Registered Securities,
        the Bearer Securities and the Regulation S Global Security shall
        contain such appropriate insertions, omissions, substitutions and
        other variations as are required or permitted by this Agreement
        and may have such letters, numbers or other marks of
        identification and such legends or endorsements placed thereon as
        may, consistent herewith, be determined by the officer of the
        Company executing such Securities, as evidenced by his execution
        of such Securities.

                  (h)  The Company in issuing the Securities shall use
        CUSIP numbers, and the Fiscal Agent may use such CUSIP numbers in

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        any notice of redemption with respect to the Securities.  The
        Company shall obtain one CUSIP number for the Rule 144A
        Securities, one for the Accredited Investor Securities and one
        for the Registered Regulation S Securities.  In addition, the
        Company shall obtain an ISIN number and a Common Code for the
        Regulation S Global Security, the Bearer Securities and the
        Registered Regulation S Securities.

                  (i)  Pursuant to the Subscription Agreement, the
        Managers (or their affiliates) may sell the Securities to persons
        who are not persons within the United States or its possessions
        or "United States persons" as defined in the Internal Revenue
        Code except as provided in U.S. Treasury Regulation Section
        1.163-5(c)(2)(i)(D).  In compliance with United States tax laws
        and regulations, Bearer Securities may not be offered or sold
        during the 40-day period beginning on the Closing Date, or at any
        time if part of a Manager's unsold allotment, to a person who is
        within the United States or its possessions or to a United States
        person other than (a) foreign branches of United States financial
        institutions if such institutions agree in writing to comply with
        the requirements of Section 165(j)(3)(A), (B), or (C) of the
        Internal Revenue Code of 1986, as amended, and the regulations
        thereunder, (b) United States offices of exempt distributors, or
        (c) United States offices of international organizations or
        foreign central banks.  United States tax laws and regulations
        also require that Bearer Securities not be delivered within the
        United States or its possessions.

                  (j)  The Company will use its reasonable best efforts
        to have the Securities approved for listing on the Luxembourg
        Stock Exchange or such other exchange as shall be agreed upon by
        the Managers and the Company, as soon as practicable after the
        date hereof.

             2.   Appointment of Agents and Security Registrar.

             (a)  The Company and the Guarantor hereby appoint Bankers
        Trust Company, at present having an office at Four Albany Street,
        New York, New York 10006 (The "Fiscal Agent"), as their fiscal
        agent in respect of the Securities and the Guarantees upon the
        terms and subject to the conditions herein set forth. (Bankers
        Trust Company and its successor or successors as such fiscal
        agent qualified and appointed in accordance with Section 12
        hereof are herein called the "Fiscal Agent.") The Fiscal Agent
        shall have the powers and authority granted to and conferred upon
        it herein and in the Securities, and such further powers and
        authority, acceptable to it, to act on behalf of the Company and
        the Guarantor as the Company and the Guarantor may hereafter
        grant to or confer upon it.

                  (b)  The Company and the Guarantor hereby appoint
        Bankers Trust Company, having an office at 1 Appold Street,
        Broadgate, London EC2A 2HE as principal paying agent (the
        "Principal Paying Agent"),  in respect of the Securities and the

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        Guarantees upon the terms and subject to the conditions herein
        set forth.  (The Fiscal Agent and Principal Paying Agent and
        their successor or successors as such paying agent qualified and
        appointed in accordance with Section 12 hereof are herein called
        the "Paying Agent.") The Paying Agent shall have the powers and
        authority granted to and conferred upon it herein and in the
        Securities, and such further powers and authority, acceptable to
        it, to act on behalf of the Company and the Guarantor as the
        Company and the Guarantor may hereafter grant to or confer upon
        it.  As used herein, "paying agencies" shall mean paying agencies
        maintained by the Company as provided in Section 12(f) hereof.

                  (c)  The Company hereby appoints the Fiscal  Agent as
        its conversion agent in respect of the Securities upon the terms
        and subject to the conditions herein set forth. (The Fiscal Agent
        and its successor or successors as such conversion agent
        qualified and appointed in accordance with Section 12 hereof are
        herein called the "Principal Conversion Agent," and the Paying
        Agent, the Principal Paying Agent, the Principal Conversion
        Agent, the Transfer Agents (as herein defined) and the Fiscal
        Agent are sometimes herein referred to severally as an "Agent"
        and, collectively, as the "Agents").  The Principal Conversion
        Agent shall have the powers and authority granted to and
        conferred upon it herein and in the Securities, and such further
        powers and authority, acceptable to it, to act on behalf of the
        Company as the Company may hereafter grant to or confer upon it.
        As used herein, "conversion agencies" shall mean conversion
        agencies maintained by the Company as provided in Section 12(f)
        hereof.

                  (d)  The Company shall cause to be kept at the office
        of the Fiscal Agent a register (the registers maintained in such
        office and in any other office or agency designated for such
        purpose (which office shall be located outside of the United
        Kingdom) being herein sometimes collectively referred to as the
        "Security Register") in which, subject to such reasonable
        regulations as the Fiscal Agent may prescribe, the Company shall
        provide for the registration of Registered Securities and of
        transfers of Registered Securities.  The Fiscal Agent is hereby
        appointed "Security Registrar" for the purpose of registering
        Registered Securities and transfers of Registered Securities as
        herein provided.

                  (e)  With respect to the Securities issuable or issued
        in whole or in part in the form of the Rule 144A Global Security,
        the Company and the Guarantor hereby appoint DTC, at present
        located at 55 Water Street, New York, New York, 10041, as the
        depository for the Rule 144A Global Security upon the terms and
        conditions herein set forth.  DTC and its successor or successors
        as such depository are herein called the "Depository."

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             3.   Registration of Transfer and Exchange; Restrictions on
        Transfer.

                  (a)  Upon surrender for registration of transfer of any
        Registered Security at any office or agency designated for such
        purpose by the Company pursuant to Section 12(g) hereof, the
        Company shall execute, and the Fiscal Agent shall authenticate,
        register and deliver, in the name of the designated transferee or
        transferees, one or more new Registered Securities of any
        authorized denominations and of a like aggregate principal
        amount, having endorsed thereon a Guarantee duly executed by the
        Guarantor, and bearing such restrictive legends as may be
        required by this Agreement; provided, however, that, with respect
        to any Registered Security that is a Restricted Security, the
        Fiscal Agent shall not register the transfer of such Security
        unless the conditions in Sections 3(b) hereof shall have been
        satisfied.  The holder of each Restricted Security, by such
        holder's acceptance thereof, agrees to be bound by the transfer
        restrictions set forth herein and in the legend on such
        Restricted Security.

                  (b)  Whenever any Restricted Security is presented or
        surrendered for registration of transfer or exchange for a
        Registered Security registered in a name other than that of the
        holder, no registration of transfer or exchange shall be made
        unless:

                       (i)  The registered holder presenting such
        Restricted Security for transfer shall have certified to the
        Fiscal Agent by checking box (a) of the Transfer Notice attached
        to such Restricted Security that such registered holder is
        transferring such Restricted Security to a QIB in compliance with
        the exemption from registration under the Securities Act provided
        by Rule 144A thereunder (or a successor provision);

                       (ii) The registered holder presenting such
        Restricted Security for transfer shall have certified to the
        Fiscal Agent that the registered holder is transferring such
        Restricted Security outside the United States in a transaction
        meeting the requirements of Rule 904 of Regulation S under the
        Securities Act by checking box (b) of the Transfer Notice
        attached to such Restricted Security;

                       (iii)  (A) The registered holder presenting such
        Restricted Security for transfer shall have certified to the
        Fiscal Agent that such registered holder is transferring such
        Restricted Security to an "institutional accredited investor"
        (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
        Securities Act) in a transaction that is exempt from the
        registration requirements of the Securities Act by checking box
        (c) of the Transfer Notice attached to such Restricted Security;
        and (B) a broker or dealer registered under Section 15 of the
        Securities Exchange Act of 1934, as amended, shall have certified
        to the Fiscal Agent in writing that: (x) each person who will

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        become a beneficial owner of the Restricted Security upon
        transfer is an institutional "accredited investor" (as such term
        is defined in Rule 501(a)(1), (2), (3) or (7) under the
        Securities Act); (y) no general solicitation or general
        advertising was made or used by such broker or dealer in
        connection with the offer and sale of such Restricted Security to
        such person(s); and (z) such institutional accredited investor
        has been informed that the Securities have not been registered
        under the Securities Act and are subject to the restrictions on
        transfer set forth in the Securities and this Agreement;

                       (iv)  The registered holder presenting such
        Restricted Security for transfer shall have certified to the
        Fiscal Agent that the registered holder is transferring the
        Registered Security to the Company by checking box (d) of the
        Transfer Notice attached to such Restricted Security; or

                       (v)  The Fiscal Agent has received transfer
        documentation indicating, and a written opinion of U.S. counsel
        acceptable in form and substance to the Company and the Fiscal
        Agent, that the transfer is being made pursuant to an exemption
        from, or a transaction not otherwise subject to, the registration
        requirements of the Securities Act.

                       (vi) In the event the Securities are issued as a
        Rule 144A Global Security with the Depository: (A) the Fiscal
        Agent may deal with the Depository as the authorized
        representative of the holders; (B) the rights of the holders
        shall be exercised only through the Depository and shall be
        limited to those established by law and agreement between the
        holders and the Depository and/or direct participants of the
        Depository and (C) the direct participants of the Depository
        shall have no rights under this Agreement under or with respect
        to any of the Securities hold on their behalf by the Depository,
        and the Depository may be treated by the Fiscal Agent and its
        agents, employees, officers and directors as the absolute owner
        of the Securities for all purposes whatsoever.

             In the case of transfer pursuant to the foregoing clauses
        (ii), (iii) or (v) above, the Company and the Fiscal Agent may
        require that the registered holder deliver an opinion of counsel,
        certifications or other information acceptable to them in form
        and substance.  The Fiscal Agent shall notify the Company upon
        receipt of such Transfer Notice and the Company shall immediately
        advise the Fiscal Agent as to whether an opinion of counsel,
        certifications or other information as described herein shall be
        required for such transfer.  In addition, in the case of a
        transfer pursuant to the foregoing clause (iii) above, the
        transferor shall be required to deliver a letter from the
        transferee substantially in the form of Exhibit G hereto.

                  (c)  Bearer Securities may, at the option of the holder
        thereof, (with all unmatured coupons appertaining thereto and
        matured defaulted coupons appertaining thereto), be exchanged at,

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        subject to applicable laws and regulations, the offices of the
        Principal Paying Agent and, if the Securities are listed on the
        Luxembourg Stock Exchange and so long as listed thereon,
        Luxembourg or as designated by the Company for such purposes
        pursuant to Section 12(g), for an equal aggregate principal
        amount of Registered Securities in denominations of $1,000 and
        integral multiples thereof without coupons and/or Bearer
        Securities of authorized denominations.  If such holder is unable
        to produce any such unmatured coupon or coupons or matured coupon
        or coupons in default, such exchange may be effected if the
        Bearer Securities are accompanied by payment in funds acceptable
        to the Company in an amount equal to the face amount of such
        missing coupon or coupons or the surrender of such missing coupon
        or coupons may be waived by the Company and the Guarantor if
        there be furnished to them and the Fiscal Agent such security or
        indemnity as they may require to save each of them, the Fiscal
        Agent, the Paying Agent, any paying agency and any of their
        respective officers, directors, employees or agents harmless.  If
        thereafter the holder of such Security shall surrender to any
        paying agency any such missing coupon in respect of which such a
        payment shall have been made, such holder shall be entitled to
        receive the amount of such payment from the Company; provided,
        however, that, except as otherwise provided in the form of Bearer
        Security set forth in Exhibit A hereto, interest represented by
        coupons shall be payable only upon presentation and surrender of
        those coupons outside of the United States, its territories and
        its  possessions.  Bearer Securities and coupons are transferable
        upon delivery.

             Registered Securities may, at the option of the holder
        thereof, be exchanged at the office of the Fiscal Agent, or
        subject to applicable laws and regulations, the offices of the
        Principal Paying Agent and, if the Securities are listed on the
        Luxembourg Stock Exchange and so long as listed thereon, a paying
        agency in Luxembourg or as designated by the Company for such
        purposes pursuant to Section 12(g), for an equal aggregate
        principal amount of Registered Securities of different
        denominations.  Registered Securities shall not be exchangeable
        for Bearer Securities.  Whenever any Registered Securities are so
        surrendered for exchange, the Company shall execute, and the
        Fiscal Agent shall authenticate and deliver, the Registered
        Securities which the holder making the exchange is entitled to
        receive, having endorsed thereon a Guarantee duly executed by the
        Guarantor.  If the holder thereof requests in writing that such
        Registered Security be exchanged for an interest in the Rule 144A
        Global Security, such Registered Security will be exchangeable
        into an equal aggregate principal amount of beneficial interest
        in the Rule 144A Global Security; provided, however, that, if
        such Registered Security is a Restricted Security, such exchange
        may only be made if such holder certifies to the Fiscal Agent in
        writing that such holder is a QIB by checking box (a) of the
        Transfer Notice on the reverse of such Security.  Upon any
        exchange as provided in the immediately preceding sentence, the
        Fiscal Agent shall cancel such Registered Security and cause, or

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        direct any custodian for the Rule 144A Global Security to cause,
        in accordance with the standing instructions and procedures
        existing between the Depository and any such custodian, the
        aggregate principal amount of Securities represented by the Rule
        144A Global Security to be increased accordingly.  If no Rule
        144A Global Securities are then outstanding, the Company shall
        issue and the Fiscal Agent shall authenticate a new Rule 144A
        Global Security in the appropriate principal amount, having
        endorsed thereon a Guarantee duly executed by the Guarantor.

             Any person having a beneficial interest in a Rule 144A
        Global Security may upon request exchange such beneficial
        interest for a Registered Security only as provided in this
        paragraph.  Upon receipt by the Company and the U.S. Agent of (i)
        written or electronic instructions from the Depository or its
        nominee (or such other form of instructions as is customary) on
        behalf of any person having a beneficial interest in a Rule 144A
        Global Security and upon receipt by the Fiscal Agent of a written
        order of such person containing registration instructions and
        (ii) in the case of a Restricted Security, the following
        additional information and documents (all of which may be
        submitted by facsimile):

                       (A)  if such beneficial interest is being
        transferred to the person designated as being the beneficial
        owner, a certification to that effect from such person; or

                       (B)  if such beneficial interest is being
        transferred to a person other than the person designated as being
        the beneficial owner, the provisions of Section 3(b) hereof have
        been satisfied;

        in which case the Fiscal Agent or any custodian for the Rule 144A
        Global Security, at the direction of the Fiscal Agent, shall, in
        accordance with the standing instructions and procedures existing
        between the Depository and such custodian, cause the aggregate
        principal amount of the Rule 144A Global Security to be reduced
        accordingly and, following such reduction, the Company shall
        execute and the Fiscal Agent shall authenticate and deliver to
        such person or the transferee, as the case may be, a Registered
        Security in the appropriate principal amount, having endorsed
        thereon a Guarantee duly executed by the Guarantor and, if such
        Registered Security is a Restricted Security, including the
        appropriate legend.  Registered Securities issued in exchange for
        a beneficial interest in the Rule 144A Global Security pursuant
        to this paragraph shall be registered in such names and such
        authorized denominations as shall be instructed to the Fiscal
        Agent.  The Fiscal Agent shall deliver such Registered Securities
        to the persons in whose names such Securities are so registered.

                  (d)  Notwithstanding any other provision of this
        Agreement (other than the provisions set forth in Section 3(e)
        hereof), the Rule 144A Global Security may not be transferred as
        a whole except by the Depository to a nominee of the Depository

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        or by a nominee of the Depository to the Depository or another
        nominee of the Depository or by the Depository or any such
        nominee to a successor Depository or a nominee of such successor
        Depository.

                  (e)  If at any time either (i) the Depository for the
        Rule 144A Global Security notifies the Company and the Guarantor
        that the Depository is unwilling or unable to continue as
        Depository for the Rule 144A Global Security and a successor
        Depository for the Rule 144A Global Security is not appointed by
        the Company and the Guarantor within 90 days after delivery of
        such notice, or (ii) the Company and the Guarantor, at their sole
        discretion, notify the Fiscal Agent in writing that the Company
        elects to cause the issuance of Registered Securities under this
        Agreement, then the Company shall execute, and the Fiscal Agent
        shall authenticate and deliver, Registered Securities in an
        aggregate principal amount equal to the principal amount of the
        Rule 144A Global Security in exchange for such Rule 144A Global
        Security.

                  (f)  Each certificate evidencing Restricted Securities
        shall bear a legend in substantially the following form:

             THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED
        UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
        "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THIS
        SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED,
        SOLD OR OTHERWISE TRANSFERRED WITHIN THE "UNITED STATES" OR TO
        "U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER THE SECURITIES
        ACT) IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
        EXEMPTION THEREFROM.  EACH PURCHASER OF THIS SECURITY IS HEREBY
        NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
        PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
        144A THEREUNDER.  THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
        HEREOF, REPRESENTS, ACKNOWLEDGES AND AGREES FOR THE BENEFIT OF
        THE COMPANY THAT: (I) IT HAS ACQUIRED A "RESTRICTED" SECURITY
        WHICH HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT; (II) IT
        WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO
        THE DATE WHICH IS TWO YEARS (OR THE THEN APPLICABLE HOLDING
        PERIOD UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR SUCCESSOR
        PROVISION)) AFTER THE DATE OF ORIGINAL ISSUANCE HEREOF AND THE
        LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
        WAS THE OWNER OF SUCH RESTRICTED SECURITIES (OR ANY PREDECESSOR),
        EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
        STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
        ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
        PURSUANT TO RULE 144A, TO A PERSON WHO THE SELLER REASONABLY
        BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
        144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
        REQUIREMENTS OF RULE 144A, (D) OUTSIDE THE UNITED STATES IN A
        TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE
        SECURITIES ACT, (E) TO AN INSTITUTIONAL INVESTOR THAT IS AN
        "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1),(2),
        (3) OR (7) UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER

                                       10PAGE
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        AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
        SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE
        APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
        ANY OTHER APPLICABLE JURISDICTION; AND (III) IT WILL, AND EACH
        SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF
        THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (II) ABOVE.
        ANY OFFER, SALE OR OTHER DISPOSITION PURSUANT TO THE FOREGOING
        CLAUSES (II)(D), (E) OR (F) IS SUBJECT TO THE RIGHT OF THE ISSUER
        OF THIS SECURITY AND THE FISCAL AGENT FOR SUCH ISSUER TO REQUIRE
        THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER
        INFORMATION ACCEPTABLE TO THEM IN FORM AND SUBSTANCE.

                  (g)  The restrictions imposed by Section 3(b) upon the
        transferability of any particular Restricted Security shall cease
        and terminate when such Restricted Security has been sold
        pursuant to an effective registration statement under the
        Securities Act or transferred pursuant to Rule 144 under the
        Securities Act (or any successor provision thereto), unless the
        holder is an affiliate of the Company within the meaning of said
        Rule 144 (or such successor provision).  Any Restricted Security
        as to which such restrictions on transfer shall have expired in
        accordance with their terms or shall have terminated may, upon
        surrender of such Restricted Security for exchange to the Fiscal
        Agent in accordance with the provisions of this Section 3(g)
        (accompanied, in the event that such restrictions on transfer
        have terminated by reason of a transfer pursuant to Rule 144 (or
        any successor provision), by an opinion of counsel reasonably
        acceptable to the Company, addressed to the Company and the
        Fiscal Agent and in form and scope satisfactory to the Company,
        to the effect that the transfer of such Restricted Security has
        been made in compliance with Rule 144 (or such successor
        provision)), be exchanged for a new Registered Security, of like
        tenor and aggregate principal amount, which shall not bear the
        restrictive legend required by Section 3(f) hereof.  The Company
        shall promptly inform the Fiscal Agent in writing of the
        effective date of any registration statement registering the
        Securities under the Securities Act.

                  (h)  The transfer and exchange of the Rule 144A Global
        Security or beneficial interests therein shall be effected
        through the Depository, in accordance with this Agreement and the
        procedures of the Depository therefor, which shall include
        restrictions on transfer comparable to those set forth herein to
        the extent required by the Securities Act.

                  (i)  At such time as all beneficial interests in the
        Rule 144A Global Security have either been exchanged for
        Registered Securities, redeemed, repurchased or canceled, the
        Rule 144A Global Security shall be returned to or retained and
        canceled by the Fiscal Agent.  At any time prior to such
        cancellation, if any beneficial interest in the Rule 144A Global
        Security is exchanged for Registered Securities, redeemed,
        repurchased or canceled, the principal amount of Securities
        represented by the Rule 144A Global Security shall be reduced

                                       11PAGE
<PAGE>
        accordingly and an endorsement shall be made on the Rule 144A
        Global Security, by the Fiscal Agent or any custodian therefor,
        at the direction of the Fiscal Agent, to reflect such reduction.

                  (j)  All Securities issued upon any registration of
        transfer or exchange of Securities shall be the valid obligations
        of the Company, and the Guarantees endorsed thereon shall be the
        valid obligations of the Guarantor, evidencing the same
        obligations, and entitled to the same benefits under this
        Agreement, as the Securities surrendered upon such registration
        of transfer or exchange.

                  (k)  Every Registered Security presented for
        registration of transfer or surrendered for exchange shall be
        duly endorsed, and shall include the certification referred to in
        Section 3(c)(A).  The registration of the transfer of a
        Registered Security by the Security Registrar shall be deemed to
        be the written acknowledgment of such transfer on behalf of the
        Company.

                  (1)  No service charge shall be made for any
        registration of transfer or exchange (other than the cost of
        delivery), but the Company or the Transfer Agent may require
        payment of a sum sufficient to cover any tax or other
        governmental charge that may be imposed in connection with any
        registration of transfer or exchange of Securities, other than
        exchanges pursuant to Section 4 hereof or not involving any
        registration of transfer.

                  (m)  Neither the Company nor the Fiscal Agent nor any
        of the offices or agencies designated for the purposes specified
        in Section 12(f) nor any Transfer Agent shall be required (i) to
        exchange Bearer Securities for Registered Securities during the
        period between the close of business on any Record Date (as
        defined in Section 5(c) hereof) and the opening of business on
        the next succeeding interest payment date, (ii) to exchange any
        Bearer Security (or portion thereof) for a Registered Security if
        the Company shall determine and inform the Principal Paying Agent
        in writing that, as a result thereof, the Company would incur
        adverse consequences under the United States Federal income tax
        laws at the time of such exchange, or (iii) in the event of a
        redemption in part, (A) to register the transfer of Registered
        Securities or to exchange any Bearer Securities for Registered
        Securities for a period of 15 days immediately preceding the date
        notice is given pursuant to Section 3(f) of the Registered
        Securities and the Bearer Securities identifying the serial
        numbers of any Securities to be redeemed, or (B) to register the
        transfer of or exchange of any Registered Security so selected
        for redemption in whole or in part, except portions not being
        redeemed of Securities being redeemed in part, or (C) to exchange
        any Bearer Security called for redemption; provided, however,
        that a Bearer Security called for redemption may be exchanged, on
        the terms and conditions set forth above, for a Registered
        Security that is simultaneously surrendered, with written

                                       12PAGE
<PAGE>
        instruction for payment on the date fixed for redemption, unless
        the redemption date is after a Record Date and on or before the
        next succeeding interest payment date, in which case such
        exchange may be made only prior to the Record Date immediately
        preceding the redemption date.

             4.   Closing Date; Exchange of Regulation S Global Security.

                  (a)  At any time and from time to time after the
        execution and delivery of this Agreement, the Company may deliver
        Securities executed by the Company in accordance with this
        Agreement bearing the Guarantees of the Guarantor endorsed
        thereon to the Fiscal Agent, in the case of Registered
        Securities, and to the Principal Paying Agent, in the case of
        Bearer Securities or the Regulation S Global Security for
        authentication together with an officer's certificate of the
        Company directing such authentication, and the Fiscal Agent or
        Principal Paying Agent shall thereupon authenticate and make such
        Securities available for delivery upon and in accordance with the
        written order of the Company.  No Security shall be valid or
        enforceable for any purpose unless and until the certificate of
        authentication thereon shall have been manually signed by a duly
        authorized signatory of the Fiscal Agent or Principal Paying
        Agent and such duly executed certificate of authentication on any
        Security shall be conclusive evidence that the Security has been
        duly authenticated and delivered hereunder.  The Regulation S
        Global Security, the Rule 144A Global Security and the Registered
        Accredited Investor Securities will be issued upon payment to the
        Company or its order in United States dollars in same-day funds
        by check or wire transfer to a United States dollar account
        designated by the Company, at 2:00 p.m., London time, on August
        12, 1997, or at such other time on the same or such other date,
        not later than 5:00 p.m., London time, on the fourth Business Day
        (as such term is defined in Section 5(h) hereof) in London
        thereafter, as the Managers and the Company may agree (the
        "Closing Date").  Such payment will be made (1) upon
        authorization from the Managers, (2) against delivery as provided
        in Section 4(b) hereof of the amount, if any, of Rule 144A
        Securities and Registered Accredited Investor Securities as the
        Managers may request and as they shall direct, and (3) against
        delivery of the Regulation S Global Security for the balance of
        the Securities to Bankers Trust Company, London office, as
        depositary (the "Common Depositary") for Morgan Guaranty Trust
        Company of New York, Brussels office, as operator of the
        Euroclear System (the "Euroclear Operator"), and Cedel Bank
        societe anonyme ("Cedel").  The Regulation S Global Security
        shall be held on deposit with the Common Depositary for the
        accounts of the Euroclear Operator and Cedel, for credit to the
        Managers' respective Securities Clearance Accounts (or to such
        other accounts as the Lead Manager may have specified) with the
        Euroclear Operator or Cedel.

                  (b)  On the Closing Date, the Company shall execute and
        deliver to (i) the Managers, at the office of an affiliate of the

                                       13PAGE
<PAGE>
        Lead Manager (as defined in the Subscription Agreement) in New
        York, Registered Accredited Investor Securities bearing the
        Guarantees of the Guarantor endorsed thereon (which shall have
        been duly authenticated by the Fiscal Agent and which may be in
        typewritten form) in respect of the Accredited Investor
        Securities and (ii) the Depositary or its custodian, at its
        office in New York, the Rule 144A Global Security bearing the
        Guarantee of the Guarantor endorsed thereon (which shall have
        been duly authenticated by the Fiscal Agent and which may be in
        typewritten form) in respect of the Rule 144A Securities.

                  (c)  On or before the Exchange Date, the Company will
        execute and deliver to the Principal Paying Agent, at its office
        in London, or the Paying Agent, at its office in Luxembourg,
        definitive Registered Regulation S Securities and Bearer
        Securities bearing the Guarantees of the Guarantor endorsed
        thereon in the aggregate principal amount outstanding in the
        Regulation S Global Security and in such proportion of Registered
        Regulation S Securities to Bearer Securities as the Principal
        Paying Agent may specify.  "Exchange Date" means the date
        following the expiration of the 40-day period commencing on the
        Closing Date.  On or after the Exchange Date, the Regulation S
        Global Security may be surrendered to the Principal Paying Agent
        to be exchanged, as a whole or in part, for definitive Bearer
        Securities without charge, and the Principal Paying Agent, or its
        agent, shall authenticate and deliver, in exchange for such
        Regulation S Global Security or the portions thereof to be
        exchanged, an equal aggregate principal amount of definitive
        Bearer Securities, but only upon presentation to the Principal
        Paying Agent at its office in London of a certificate of the
        Euroclear Operator or Cedel with respect to the Regulation S
        Global Security or portions thereof being exchanged,
        substantially in the form of Exhibit C hereto, to the effect that
        it has received a certificate or certificates in substantially
        the form set forth in Exhibit D hereto dated no earlier than 15
        days prior to the Exchange Date and signed by the person
        appearing in its records as the owner of the Regulation S Global
        Security or portions thereof being exchanged. Similarly, on or
        after the Exchange Date, portions of the Regulation S Global
        Security may be exchanged for an equal aggregate principal amount
        of definitive Registered Regulation S Securities upon
        presentation to the Principal Paying Agent of a certificate
        substantially in the form of Exhibit F hereto, to the effect that
        it has received a certificate or certificates in substantially
        the form set forth in Exhibit E hereto dated no earlier than 15
        days prior to the Exchange Date and signed by the person
        appearing in its records as the owner of the Regulation S Global
        Security or portions thereof being exchanged. In addition, if
        permitted by Cedel or Euroclear, as the case may be, on or after
        the Exchange Date, (or if permitted by the Company and the Fiscal
        Agent, before the Exchange Date), portions of the Regulation S
        Global Security may be exchanged for a beneficial interest in an
        equal aggregate principal amount of the Rule 144A Global Security
        (which portion shall be a Restricted Security) upon

                                       14PAGE
<PAGE>
        certifications acceptable to the Company and to the Fiscal Agent
        to the effect that the person(s) beneficially owning such portion
        of the Rule 144A Global Security are QIBs that acquired such
        interest in transaction(s) that complied with the exemption from
        registration under the Securities Act provided by Rule 144A
        thereunder (or a successor provision).

                  (d)  The definitive Securities and coupons shall be
        printed, lithographed or engraved or produced by any combination
        of these methods or may be produced in any other manner permitted
        by the rules of any securities exchange on which the Securities
        may be listed, all as determined by the officers executing such
        Securities and coupons, as evidenced by such execution.

                  (e)  Only Bearer Securities may be issued upon receipt
        by the Euroclear Operator or Cedel of a certificate or
        certificates in the form of Exhibit D hereto.  Bearer Securities
        will be delivered only outside the United States, its territories
        and its possessions.  Only Registered Securities may be issued
        upon receipt by the Euroclear Operator or Cedel of a certificate
        or certificates in the form of Exhibit E hereto.

                  (f)  The delivery to the Principal Paying Agent by the
        Euroclear Operator or Cedel of any certificate referred to above
        may be relied upon by the Company and the Principal Paying Agent
        as conclusive evidence that a corresponding certificate or
        certificates has or have been delivered to the Euroclear Operator
        or Cedel pursuant to the terms of this Agreement.  The Principal
        Paying Agent shall receive such certificate on behalf of the
        Company and shall promptly deliver the original certificate to
        the Company, retaining a copy of such certificate for its
        records.

                  (g)  Upon any such exchange of a portion of the
        Regulation S Global Security for a definitive Bearer Security or
        Securities or a definitive Registered Regulation S Security or
        Securities or a beneficial interest in the Rule 144A Global
        Security or an Accredited Investor Security or Securities, the
        Regulation S Global Security shall be endorsed by the Principal
        Paying Agent to reflect the reduction of its principal amount by
        an amount equal to the aggregate principal amount of such
        definitive Security or Securities.  Until so exchanged in full,
        the Regulation S Global Security shall in all respects be
        entitled to the same benefits under this Agreement as definitive
        Securities authenticated and delivered hereunder.

                                       15PAGE
<PAGE>
             5.   Payment.

                  (a)  The Company will pay, or cause to be paid, to the
        Paying Agent, at its office in New York, the amounts, at the
        times and for the purposes, set forth herein and in the text of
        the Securities, and the Company hereby authorizes and directs the
        Paying Agent to make payment, or to cause payment to be made, at
        the Agencies set forth in Section 12(f), of the principal of,
        premium, if any, and interest on and Additional Amounts (as
        defined in Section 2 of the Registered Securities and the Bearer
        Securities), if any, on the Securities from such payments.

                  (b)  At least 15 days prior to the date on which any
        payment of Additional Amounts shall be required to be made
        pursuant to Section 2 of the Registered Securities and the Bearer
        Securities, the Company will furnish the Paying Agent, at its
        office in New York, each other paying agency of the Company, the
        Fiscal Agent and the Principal Paying Agent with a certificate of
        one of its duly authorized officers instructing the Paying Agent
        and each other paying agency of the Company as to the amounts
        required (i) to be deducted or withheld for or on account of any
        taxes described in Section 2 of the Registered Securities and the
        Bearer Securities from a payment to be made on that date and (ii)
        to be paid to each holder of Securities or coupons as Additional
        Amounts pursuant to that Section.  If the foregoing amounts are
        not uniform for all holders, then the Company's certificate shall
        specify by country of residence or other factor the amounts
        required to be deducted or withheld and to be paid as Additional
        Amounts for each holder or class of holders of the Securities or
        coupons.  In the absence of its receipt of any such  certificate
        from the Company, the Paying Agent may make payment without
        deduction or withholding.  The Company and the Guarantor hereby
        agree to indemnify the Paying Agent, each other paying agency of
        the Company and the Fiscal Agent and their respective officers,
        directors, employees and agents, for, and to hold them harmless
        against, any loss, liability or expense reasonably incurred
        without gross negligence or bad faith on their part, arising out
        of or in connection with actions taken or omitted by any of them
        in reliance on any certificate furnished pursuant to this
        Section.

                  (c)  Interest on any Registered Security that is
        payable, and is punctually paid or duly provided for, on any
        interest payment date shall be paid to the person in whose name
        that Security is registered at the close of business on the
        January 31 or July 31 immediately preceding such interest payment
        date (each a "Record Date"), even if such Registered Security is
        canceled, upon redemption, conversion or otherwise, after such
        Record Date.  In case a Bearer Security is surrendered for
        exchange for a Registered Security after the close of business on
        any Record Date and before the opening of business on the next
        succeeding interest payment date, the Fiscal Agent shall not be
        required to perform such transfer or exchange of such Security.

                                       16PAGE
<PAGE>
                  (d)  Interest on any Registered Security that is
        payable upon conversion in accordance with Section 7(a) hereof
        shall be paid to the person in whose name that Security is
        registered immediately prior to the conversion, provided that if
        a Registered Security is converted after the close of business on
        a Record Date and before the opening of business on the next
        succeeding interest payment date, accrued interest shall be paid
        on the next succeeding interest payment date to the person in
        whose name that Security is registered at the close of business
        on that Record Date.

                  (e)  Any interest on any Registered Security that is
        payable, but is not punctually paid or duly provided for, on any
        interest payment date shall forthwith cease to be payable to the
        registered holder thereof on the relevant regular record date by
        virtue of having been such holder, and such defaulted interest
        may be paid by the Company to the registered holder of such
        registered Security on a subsequent record date established by
        the Company in any lawful manner if, after notice given by the
        Company to the Principal Paying Agent of the proposed payment
        pursuant to this clause, such manner of payment shall be deemed
        practicable by the Principal Paying Agent.

                  (f)  Subject to the foregoing provisions of this
        Section 5, each Security delivered under this Agreement upon
        registration of transfer of or in exchange for or in lieu of any
        other Security shall carry all the rights to interest accrued and
        unpaid, and to accrue, which were carried by such other Security.

                  (g)  In order to provide for the payment of the
        principal of, premium, if any, and interest on the Securities as
        the same shall become due and payable, the Company shall pay to
        the Paying Agent at its office in New York, in such coin or
        currency of the United States of America as at the time of
        payment is legal tender for the payment of public and private
        debts therein, and in same day funds, the following amounts (and
        the Company shall give notice to the Principal Paying Agent at
        least two full Business Days prior to the date payment is due to
        the Paying Agent as to the means of such payment), to be held and
        applied by the Paying Agent as hereinafter set forth:

                       (i)  The Company shall pay to the Paying Agent, at
        its office in New York, on the Business Day immediately prior to
        each interest payment date in same day funds an amount sufficient
        to pay the interest due (and Additional Amounts, if any) on all
        the Securities outstanding on such interest payment date and the
        Paying Agent shall apply the amounts paid to it to the payment of
        such interest (and Additional Amounts, if any) on such interest
        payment date.

                       (ii) Upon presentment for conversion of any
        Securities pursuant to Section 7(a) hereof (except as described
        in the proviso to Section 5(d)), the Paying Agent shall promptly
        notify the Company of the amount of any accrued interest due and

                                       17PAGE
<PAGE>
        owing thereon.  Within four Business Days of such notification,
        the Company shall pay to the Paying Agent, at its office in New
        York, an amount sufficient to pay the accrued interest due on
        such Securities (and Additional Amounts, if any, thereon), and
        the Paying Agent shall apply the amounts so paid to it to the
        payment of such accrued interest (and Additional Amounts, if any,
        thereon) in accordance with the terms of the Securities.

                       (iii)  If the Company shall elect, or shall be
        required, to redeem the Securities in accordance with Section 6
        hereof, the Company will pay to the Paying Agent, at its office
        in New York, not later than 10:00 a.m. New York time on the date
        fixed for redemption thereof in same day funds an amount
        sufficient (with any amount then held by the Paying Agent and
        available for the purpose) to pay the redemption price of the
        Securities called for redemption on the redemption date or
        entitled to be redeemed, together with accrued interest thereon
        (and Additional Amounts, if any, thereon) to the date fixed for
        redemption and not paid pursuant to clause (g)(i) of this Section
        5, and the Paying Agent shall apply such amount to the payment of
        the redemption price and accrued interest thereon (and Additional
        Amounts, if any, thereon) in accordance with the terms of the
        Securities.

                       (iv) Not later than 10:00 a.m. New York time on
        the maturity date of the Securities, the Company shall pay to the
        Paying Agent, at its office in New York, in same day funds an
        amount which, together with any amounts then held by the Paying
        Agent, and available for payment thereof, shall be equal to the
        entire amount of principal and interest (and Additional Amounts,
        if any) to be due on such maturity date on all the Securities
        then outstanding, and the Paying Agent shall apply such amount to
        each payment of the principal of and interest on (and Additional
        Amounts, if any, on) the Securities in accordance with the terms
        of the Securities.

                  (h)  Notwithstanding anything in this Section to the
        contrary, if any payment of interest or premium or principal (or
        Additional Amounts, if any) is due on a day that is not a
        Business Day, payment shall be made on the next succeeding
        Business Day, with the same effect as if made on the day such
        payment was due, and no interest shall accrue for the period
        after such date.  A "Business Day" is defined, with respect to
        any act to be performed pursuant hereto or to the Securities, as
        any day which is not (i) a Saturday, Sunday, or (ii) a day on
        which banking institutions in (x) the place where such act is to
        occur and (y) New York are authorized or obligated by applicable
        law, regulation or executive order to close.

                                       18PAGE
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             6.   Redemption.

                  (a)  If, under the circumstances described in Section 3
        of the Registered Securities and Bearer Securities, the Company
        shall elect or be required to redeem outstanding Securities, the
        following provisions shall be applicable:

                       (i)  The Company shall, at least 45 days in the
        case of a redemption in whole or 75 days in the case of a
        redemption in part (or such shorter period as shall be reasonably
        acceptable to the Fiscal Agent) before the date designated for
        such redemption, give written notice to the Agents of its
        election to redeem the Securities on the redemption date
        specified in such notice and state in such notice that the
        conditions precedent to such redemption have occurred and
        describe them, and in case of redemptions pursuant to Section
        3(b) of the Registered Securities and the Bearer Securities,
        shall provide to the Fiscal Agent an opinion of counsel
        satisfactory to the Fiscal Agent stating that the legal
        conditions precedent to the right of the Company to effect such
        redemption have occurred, and shall request the Fiscal Agent to
        arrange for publication and mailing of the notice specified in
        clause (a) (ii) below.

                       (ii) In case the Company shall give notice to the
        Fiscal Agent of its election to redeem the Securities, the Fiscal
        Agent shall cause to be published on behalf of and at the expense
        of the Company a notice of redemption in accordance with the
        provisions of Section 3 of the Registered Securities and Bearer
        Securities and shall mail by first-class mail a copy of the
        notice to each holder of a Registered Security at the address of
        such holder as it shall appear in the Security Register.  The
        Fiscal Agent shall send a copy of such notice of redemption to
        the Company, the Guarantor, the Paying Agent (if different from
        the Fiscal Agent) and each other paying agency of the Company.

                            (iii)  Such notice shall be published on
        behalf and at the expense of the Company in an Authorized
        Newspaper (as defined in Section 19 hereof) on a Business Day in
        New York City and in London and, if the Securities are listed on
        the Luxembourg Stock Exchange and so long as listed thereon, in
        an Authorized Newspaper in Luxembourg, or, if publication in
        either London or Luxembourg is not practical, in an Authorized
        Newspaper in any country in Western Europe, as set forth in
        Section 19 of this Agreement and Section 3 of the Registered
        Securities and Bearer Securities.  In the case of a redemption in
        whole, notice will be given once not more than 60 nor less than
        30 days prior to the date fixed for redemption.  In the case of
        partial redemption, notice will be given twice, the first such
        notice to be given not more than 75 nor less than 60 days prior
        to the date fixed for redemption and the second such notice to be
        given not more than 60 and not less than 30 days prior to the
        date fixed for redemption.  The Fiscal Agent shall notify the
        Company promptly of the portions of outstanding Securities to be

                                       19PAGE
<PAGE>
        called for redemption as determined pursuant to Section 3(a) of
        the Registered Securities and Bearer Securities.

                  (b)  Under the circumstances described in Section 3(d)
        of the Registered Securities and Bearer Securities concerning the
        redemption of outstanding Securities at the option of the holders
        thereof, the following provisions shall be applicable:

                       (i)  The Company shall give notice to the Fiscal
        Agent of the occurrence of a Redemption Event  (as defined below)
        immediately upon the occurrence of such Redemption Event. For
        purposes hereof a "Redemption Event" shall have occurred if the
        Company's Common Stock (or other equity securities into which the
        Securities are then convertible) is neither listed for trading on
        a United States national securities exchange nor approved for
        trading on an established automated over-the-counter trading
        market in the United States.  Such notice shall state:

                       (A)  The nature of the Redemption Event;

                       (B)  The Holder Redemption Date (as defined in
        Section 3(d) of the Registered Securities and Bearer Securities)
        in respect of such Redemption Event; and

                       (C)  The redemption price as set forth in Section
        3(d) of the Registered Securities and Bearer Securities.

                       (ii) The Fiscal Agent shall cause to be published
        on behalf of the Company a notice of entitlement to redeem in
        accordance with the provisions of Section 3 of the Registered
        Securities and Bearer Securities and shall mail by first-class
        mail a copy of such notice to each holder of a Registered
        Security at the address of such holder as it shall appear in the
        Security Register.  The Fiscal Agent shall send a copy of such
        notice of entitlement to redeem to the Company, the Guarantor,
        the Paying Agent (if different from the Fiscal Agent) and each
        other paying agency of the Company hereunder.  Such notice shall
        be published on behalf and at the expense of the Company in
        Authorized Newspapers on a Business Day in New York City and in
        London and, if the Securities are listed on the Luxembourg Stock
        Exchange and so long as listed thereon, in an Authorized
        Newspaper in Luxembourg, or, if either publication in London or
        Luxembourg is not practical, in an Authorized Newspaper in any
        country in Western Europe, as set forth in Section 19 of this
        Agreement.  Notice shall be given not later than 10 days after
        the later of the Exchange Date or the date of the occurrence of a
        Redemption Event.

                       (iii)  Upon the deposit of any of the Registered
        Securities or Bearer Securities with the agency designated by the
        Company as the place for payment of the Registered Securities and
        Bearer Securities together with a duly signed and completed
        redemption notice in the form set forth on the reverse of the
        Bearer Securities and Registered Securities, all in accordance

                                       20PAGE
<PAGE>
        with the provisions of Section 3 of the Registered Securities and
        Bearer Securities, the holder of such Registered Security and
        Bearer Security shall be entitled to receive a non-transferable
        receipt evidencing such deposit.

                       (iv) The Fiscal Agent shall notify the Company on
        each Business Day in the five Business Days prior to the Holder
        Redemption Date for outstanding Securities to be redeemed under
        this Section 6(b) of the amount required to redeem such
        Securities.

             7.   Conversion of Securities.

                  (a)  Subject to and upon compliance with the provisions
        of this Section 7, at the option of the holder thereof, any
        outstanding Registered Security or Bearer Security or, in the
        case of any outstanding Registered Security or Bearer Security of
        a denomination other than $1,000, any portion of the principal
        amount thereof which is $1,000 or an integral multiple of $1,000,
        may be converted into shares of the Company's common stock, par
        value $.01 per share ("Common Stock"), issuable upon conversion
        of the Securities, at the principal amount thereof, or of such
        portion thereof, into fully paid and nonassessable shares of
        Common Stock ("Conversion Shares") as set forth in the Registered
        Securities and Bearer Securities.  Such Registered Securities or
        Bearer Securities may be converted on or after the date which is
        the later of: (i) the Exchange Date, and (ii) the date of the
        effectiveness of the Registration Statement to be filed by the
        Company under the Securities Act relating to the Common Stock
        issuable upon conversion of the Restricted Securities (the
        "Registration Date"), and in any event prior to redemption or
        maturity.  The right to convert Securities called for redemption
        will terminate at the close of business on the fifteenth day next
        preceding the date fixed for redemption (or if such date is not a
        Business Day, then the next succeeding Business Day), and will be
        lost if not exercised prior to that time.  No payment or
        adjustment shall be made upon any conversion on account of any
        dividends on the Common Stock issued upon conversion.  Accrued
        interest from the immediately preceding interest payment date
        until the conversion date (and Additional Amounts, if any,
        thereon) will be paid to the holder, through the Paying Agent, in
        the same manner as payments of interest, within five Business
        Days after the conversion date, provided that if a Registered
        Security is converted after the close of business on a Record
        Date and before the opening of business on the next succeeding
        interest payment date, accrued interest shall be paid on the next
        succeeding interest payment date to the person in whose name that
        Security is registered at the close of business on that Record
        Date.  The price at which Conversion Shares shall be delivered
        upon conversion (herein called the "Conversion Price") shall be
        initially U.S. $17.385 per share of Common Stock.  The Conversion
        Price shall be adjusted in certain instances as provided in
        paragraphs (c)(i), (ii), (iii), (iv), (vi) and (vii) of Section 4
        of the Registered Securities and Bearer Securities.

                                       21PAGE
<PAGE>
             In lieu of issuing shares of Common Stock upon such
        conversion of the Securities, the Company may elect, in its sole
        discretion, to pay cash in respect of all or a portion of the
        shares of Common Stock otherwise issuable upon such conversion.
        The amount of cash to be so delivered shall be equal to the
        number of shares of Common Stock as to which cash is being paid
        in lieu of issuance of shares of Common Stock multiplied by the
        Market Price of a share of Common Stock, subject to appropriate
        adjustment in the event the Conversion Price is adjusted as
        provided in the Definitive Securities.  The Company shall inform
        each Conversion Agent and Paying Agent of the Market Price.

             "Market Price" means the Weighted Average Price of the
        Common Stock on the last Stock Trading Day preceding the
        applicable conversion date, appropriately adjusted to reflect
        events giving rise to an adjustment to the Conversion Price as
        provided in the Definitive Securities.

             "Stock Trading Day" means each day on which the securities
        exchange or quotation system which is used to determine the
        Weighted Average Price is open for trading or quotation and on
        which at least one trade of the Common Stock has occurred.

             "Weighted Average Price" of a share of Common Stock on any
        Stock Trading Day means the weighted average per share sale price
        for all sales of shares of Common Stock on such Stock Trading Day
        (or, if the information necessary to calculate such weighted
        average per share sale price is not available, the average of the
        high and low sale prices or, if no sales prices are reported, the
        average of the bid and asked prices or, if more than one in
        either case, the average of the average bid and average asked
        prices) as reported in the composite transactions for the
        American Stock Exchange, or if the Common Stock is not listed or
        admitted to trading on a United States national or regional
        securities exchange, as reported by the National Association of
        Securities Dealers Inc. Automated Quotation System or by the
        National Quotation Bureau Incorporated; provided that, in the
        absence of such quotations, the Company shall be entitled to
        determine the Weighted Average Price on the basis of such
        quotations as it considers appropriate.

                  (b)  In order to exercise the conversion privilege, the
        holder of any Security to be converted shall surrender such
        Security, or, if less than the entire principal amount of a
        Registered Security or Bearer Security of a denomination other
        than $1,000 is to be converted, the portion thereof to be
        converted, together with all unmatured coupons and any matured
        coupons in default appertaining thereto, at any applicable office
        or agency of the Company maintained for that purpose pursuant to
        Section 12(f) hereof, accompanied by a duly signed and completed
        Conversion Notice, in substantially the form set forth in the
        Registered Securities and Bearer Securities, to the Company, at

                                       22PAGE
<PAGE>
        such office or agency that the holder elects to convert such
        Security (or specified portion thereof).

             Upon presentment for conversion of any Securities pursuant
        to this Section, the Principal Conversion Agent shall immediately
        that day notify the Company of such presentment.  Within two
        business days (as defined in the Securities) after the conversion
        date, the Company shall deliver to the Paying Agent written
        notice of whether such Debenture shall be converted into shares
        of Common Stock or cash or a combination of shares of Common
        Stock and cash (specifying the amounts of each) (the "Company
        Conversion Notice").  The Company shall deliver to such holder no
        later than the fifth business day following the conversion date,
        through the Paying Agent, in respect of the portion of the
        converted security to be settled in cash, and as promptly as
        practicable on or following the conversion date in respect of the
        portion of the Converted Security as to which shares of Common
        Stock are to be issued, the amount of cash and certificates
        representing the number of shares of Common Stock to be
        delivered, and cash in lieu of any fractional shares.  No payment
        or adjustment shall be made upon any conversion on account of any
        dividends on the Common Stock issued upon conversion.  Accrued
        interest from the immediately preceding interest payment date
        until the conversion date (and Additional Amounts, if any,
        thereon) will be paid to the holder, through the Paying Agent, in
        the same manner as payments of interest, within five business
        days (as defined in the Securities) after the conversion date,
        provided that if a Registered Security is converted after the
        close of business on a Record Date and before the opening of
        business on the next succeeding interest payment date, accrued
        interest shall be paid on the next succeeding interest payment
        date to the person in whose name that security is registered at
        the close of business on that Record Date.

                  (c)  Securities shall be deemed to have been converted
        immediately prior to the close of business on the day of
        surrender of such Securities for conversion in accordance with
        the foregoing provisions, and at such time the rights of the
        holders of such Securities as holders shall cease, and the person
        or persons entitled to receive the Common Stock issuable upon
        conversion shall be treated for all purposes as the record holder
        or holders of such Common Stock at such time.  As promptly as
        practicable on or after the conversion date, the Company shall
        cause to be issued or delivered at such office or agency a
        certificate or certificates for the number of full shares of
        Common Stock issuable or deliverable upon conversion, together
        with payment, in lieu of any fraction of a share, as provided
        below.  The Paying Agent shall, within five Business Days after
        the conversion date, make a payment, or cause payment to be made,
        at the Agencies set forth in Section 12(f), for the accrued
        interest thereon (and Additional Amounts, if any, thereon),
        except as otherwise provided in this Section 7.

                                       23PAGE
<PAGE>
             In the event that payment by the Company of cash in lieu of
        issuing shares of Common Stock upon conversion of a Security
        shall require any withholding for or on account of any present or
        future tax, assessment or other governmental charge imposed upon
        or as a result of such cash payment by the United States or any
        political subdivision or taxing authority thereof or therein,
        then the Company will be required to pay Additional Amounts with
        respect thereto in the same manner and to the same extent as is
        provided for in Section 2 of the Definitive Securities.

             In the event that payment by the Company of cash in lieu of
        issuing shares of Common stock upon conversion of a Security
        shall require any certification, identification or information
        reporting requirement of United States law or regulation with
        regard to the nationality, residence or identity of a beneficial
        owner of a Bearer Security who is a United States Alien (as
        defined in Section 2 hereof) (other than a requirement (a) which
        would not be applicable to a payment made (i) directly to the
        beneficial owner or (ii) to a custodian, nominee or other agent
        of the beneficial owner, or (b) which could be satisfied by the
        holder, custodian, nominee or other agent certifying that the
        beneficial owner is a United States Alien, provided, however, in
        each case referred to in clauses (a) (ii) and (b) payment by such
        custodian, nominee or agent to the beneficial owner is not
        otherwise subject to any requirement referred to in this
        sentence), the Company may not elect to make the cash payment
        unless such certification, identification or information
        reporting requirement would be fully satisfied by payment of
        United States withholding, backup withholding or similar taxes
        and the Company pays such Additional Amounts (without regard to
        Section 2 hereof) as are necessary in order that, following the
        effective date of such requirement, every net payment made
        outside the United States by the Company or a related paying
        agent of the cash payment on a Bearer Security to a holder who is
        a United States Alien (without regard to a certification,
        identification or information reporting requirement as to the
        nationality, residence or identity of such holder), after
        deduction for United States withholding, backup withholding or
        similar taxes (other than withholding, backup withholding or
        similar taxes (i) which would not be applicable in the
        circumstances referred to in the parenthetical clauses above or
        (ii) are imposed as a result of presentation of such Bearer
        Security for payment more than 10 days after the date on which
        such payment becomes due and payable or on which payment thereof
        is duly provided for, whichever is later), will not be less than
        the amount provided in the Bearer Security to be then due and
        payable.

                  (d)  In the case of any Registered Security or Bearer
        Security of a denomination other than $1,000 which is converted
        in part only, upon such conversion the Company shall execute and
        the Fiscal Agent shall authenticate and deliver to the holder
        thereof, at the expense of the Company, a new Security or
        Securities of any authorized kind or denomination as requested by

                                       24PAGE
<PAGE>
        such holder, in aggregate principal amount equal to the
        unconverted portion of the principal amount of such Security,
        having endorsed thereon a Guarantee duly executed by the
        Guarantor.

                  (e)  No fractional shares of Common Stock shall be
        issued or delivered upon conversion of Securities.  If more than
        one Security shall be surrendered for conversion at one time by
        the same holder, the number of full shares of Common Stock which
        shall be issuable or deliverable upon conversion thereof shall be
        computed on the basis of the aggregate principal amount of the
        Securities (or, in the case of Registered Securities or Bearer
        Securities of a denomination other than $1,000, specified
        portions thereof) so surrendered.  Instead of any fractional
        share of Common Stock which would otherwise be issuable or
        deliverable upon conversion of any Security or Securities (or, in
        the case of Registered Securities or Bearer Securities of a
        denomination other than $1,000, specified portions thereof), the
        Company shall pay a cash adjustment in respect of such fraction
        in an amount equal to the same fraction of the Closing Price (as
        defined in Section 4(c)(v) of the Registered Securities and
        Bearer Securities) for a share of Common Stock at the close of
        business on the day preceding the day of conversion.

                  (f)  Whenever the Conversion Price is adjusted as
        provided in the Registered Securities and Bearer Securities:

                            (i)  the Company shall compute the adjusted
        Conversion Price in accordance with the terms of the Registered
        Securities and Bearer Securities and shall prepare a certificate
        signed by the President, any Vice President or the Treasurer of
        the Company setting forth the adjusted Conversion Price and
        showing in reasonable detail the facts upon which such adjustment
        is based, and such certificate shall forthwith be filed with the
        Principal Conversion Agent and at each office or agency
        maintained for the purpose of conversion of Securities pursuant
        to Section 12(f) hereof; and

                            (ii) a notice stating that the Conversion
        Price has been adjusted and setting forth the adjusted Conversion
        Price shall forthwith be prepared, and, as soon as practicable
        after it is prepared, the Company shall promptly cause a notice
        setting forth the adjusted Conversion Price to be given to the
        holders of the Securities.  Such notice shall be published on
        behalf and at the expense of the Company in Authorized Newspapers
        on a Business Day in New York City and in London and, if the
        Securities are listed on the Luxembourg Stock Exchange and so
        long as listed thereon, in an Authorized Newspaper in Luxembourg,
        or, if publication in either London or Luxembourg is not
        practical, in an Authorized Newspaper in any country in Western
        Europe, as set forth in Section 19 of this Agreement and Section
        4 of the Registered Securities and Bearer Securities.

                                       25PAGE
<PAGE>
                  (g)  In case:

                            (i)  the Company shall declare a dividend (or
        any other distribution) on its Common Stock payable otherwise
        than in cash out of its retained earnings (excluding dividends
        payable in stock for which adjustment is made pursuant to the
        terms of the Registered Securities and Bearer Securities); or

                            (ii) the Company shall authorize the granting
        to the holders of its Common Stock of rights or warrants to
        subscribe for or purchase any shares of capital stock of any
        class or of any other rights; or

                            (iii)  of any reclassification of the Common
        Stock of the Company (other than a subdivision or combination of
        its outstanding shares of Common Stock), or of any consolidation
        with, or merger of the Company into, any other corporation, or of
        any merger of another corporation into the Company (other than a
        merger which does not result in any reclassification, conversion,
        exchange or cancellation of outstanding shares of Common Stock of
        the Company), or of any sale or transfer of all or substantially
        all of the assets of the Company (which shall not include the
        sale or transfer, in one or more transactions, of any portion of
        the assets of the Company to any corporation or corporations if
        each of such corporations immediately following such transfer is
        at least 51% owned, directly or indirectly, by the Company,
        provided that such sale or transfer does not result in the
        reclassification, conversion, exchange or cancellation of
        outstanding shares of Common Stock of the Company); or

                            (iv)  of the involuntary dissolution,
        liquidation or winding up of the Company; or

                            (v)  the Company shall take any other action
        which would require an adjustment of the Conversion Price
        pursuant to the Registered Securities and Bearer Securities; 

             then the Company shall cause to be filed with the Principal
        Conversion Agent and at each office or agency maintained for the
        purpose of conversion of Securities a notice setting forth the
        adjusted Conversion Price and shall cause notice to be given as
        provided in Section 19 except that notice need be given once at
        least 20 days (or 10 days in any case specified in clause (i) or
        (iii) above) prior to the applicable record date hereinafter
        specified, stating (x) the date on which a record is to be taken
        for the purpose of such dividend, distribution, rights or
        warrants or, if a record is not to be taken, the date as of which
        the holders of Common Stock of record to be entitled to such
        dividend, distribution, rights or warrants is to be determined,
        or (y) the date on which a reclassification, consolidation,
        merger, sale, transfer, dissolution, liquidation or winding up is
        expected to become effective, and the date as of which it is
        expected that holders of Common Stock of record shall be entitled

                                       26PAGE
<PAGE>
        to exchange their shares of Common Stock for the securities, cash
        or other property deliverable upon such reclassification,
        consolidation, merger, sale, transfer, dissolution, liquidation
        or winding up. The failure to give notice required by this
        Section or any defect therein shall not affect the legality or
        validity of any dividend, distribution, rights, warrants,
        reclassification, consolidation, merger, sale, transfer,
        dissolution, liquidation or winding up, or the vote on any such
        action.

                 (h)   The Company shall, at all times, have reserved and
        available, free from preemptive rights, out of its authorized but
        unissued shares of Common Stock, for the purpose of effecting the
        conversion of Securities, the full number of Conversion Shares
        then issuable upon the conversion of all Securities (based on the
        aggregate principal amount of Securities outstanding).

                 (i)   The Company shall file, as soon as practicable
        following the Closing Date, a shelf registration statement with
        the United States Securities and Exchange Commission covering the
        resale of shares of Common Stock issuable upon conversion of the
        Securities ("Registrable Securities"); provided that any holder
        of any  Securities shall not sell any shares pursuant to such
        registration statement unless and until it provides to the
        Company such information as the Company may reasonably request
        for use in connection with the identification of such holder as a
        selling stockholder in such registration statement, or any
        prospectus included therein, and no such sale shall be made by
        such holder pursuant to such registration statement unless and
        until such information is included by the Company in such
        registration statement or prospectus.  The Company shall in good
        faith use its best efforts and at its cost to cause such
        registration statement to be declared effective as promptly as
        practicable thereafter and to include in such registration
        statement the information provided by a holder as a selling
        stockholder and shall notify the Fiscal Agent of the
        effectiveness thereof and agrees to use its best efforts to (i)
        cause all registrations with, and to obtain any approvals by, any
        governmental authority under any Federal or state law of the
        United States that may be required in connection with the
        conversion of the Securities into Common Stock and the resale
        thereof, (ii) maintain the effectiveness of such registrations
        until the earlier of the date that Rule 144(k) under the
        Securities Act (or successor provision) is available for the
        resale of the shares of Common Stock issuable upon conversion of
        the Restricted Securities (or other securities issuable upon
        conversion of the Securities) and (iii) to list the shares of
        Common Stock required to be issued or delivered upon conversion
        of Securities (or other securities issuable upon conversion of
        the Securities) prior to such issue or delivery on such national
        securities exchange or automated over-the-counter trading market
        where such Common Stock is listed or traded at the time of such
        delivery.  The Company and the Guarantor, jointly and severally,
        shall, without limitation as to time, indemnify and hold

                                       27PAGE
<PAGE>
        harmless, to the fullest extent permitted by law, each holder of
        Registrable Securities, the officers, directors and agents and
        employees of each of them, each person who controls such holder
        (within the meaning of Section 15 of the Securities Act or
        Section 20 of the Securities Exchange Act of 1934, as amended)
        and the officers, directors, agents and employees of any such
        controlling person, from and against all losses, claims, damages,
        liabilities, costs (including, without limitation, the costs of
        preparation and attorneys' fees) and expenses (collectively,
        "Losses"), as incurred, arising out of or based upon any untrue
        or alleged untrue statement of a material fact contained in any
        such registration statement, or related prospectus or in any
        amendment or supplement thereto, or arising out of or based upon
        any omission or alleged omission to state therein a material fact
        required to be stated therein or necessary to make the statements
        therein not misleading, except insofar as the same are based
        solely upon information, if any, furnished in writing to the
        Company by such holder expressly for use therein; provided, that
        the Company shall not be liable to any holder of Registrable
        Securities to the extent that any such Losses arise out of or are
        based upon an untrue statement or alleged untrue statement or
        omission or alleged omission made in any preliminary prospectus
        if either (A)(i) such holder failed to send or deliver a copy of
        the final prospectus with or prior to the delivery of written
        confirmation of the sale by such holder of a Registrable Security
        to the person asserting the claim from which such Losses arise
        and (ii) the prospectus would have completely corrected such
        untrue statement or alleged untrue statement or such omission or
        alleged omission; or (B)(i) such untrue statement or alleged
        untrue statement, omission or alleged omission is completely
        corrected in an amendment or supplement to the prospectus and
        (ii) having previously been furnished by or on behalf of the
        Company with copies of the prospectus as so amended or
        supplemented, such holder thereafter fails to deliver such
        prospectus as so amended or supplemented, prior to or
        concurrently with the sale of a Registrable Security to the
        person asserting the claim from which such Losses arise.
        Promptly after receipt by an indemnified party under this
        Paragraph (i) of notice of any claim or the commencement of any
        action, the indemnified party shall, if a claim in respect
        thereof is to be made against the Company or the Guarantor under
        this Paragraph (i) notify the Company and the Guarantor in
        writing of the claim or the commencement of that action;
        provided, however, that the failure to notify the Company or the
        Guarantor shall not relieve it from any liability which it may
        have to an indemnified party otherwise than under this Paragraph
        (i).  If any such claim or action shall be brought against an
        indemnified party, the Company and the Guarantor shall be
        entitled to participate therein and, to the extent that they
        wish, to assume the defense thereof.  After notice from the
        Company or the Guarantor to the indemnified party of its election
        to assume the defense of such claim or action, neither the
        Company nor the Guarantor shall be liable to the indemnified
        party under this Paragraph (i) for any legal or other expenses

                                       28PAGE
<PAGE>
        subsequently incurred by the indemnified party in connection with
        the defense thereof; provided, however, if the defendants in any
        such action include both an indemnified party and the Company or
        the Guarantor and the indemnified party shall have reasonably
        concluded that there may be legal defenses available to it and
        for other indemnified parties that are different from or
        additional to those available to the Company or the Guarantor,
        the indemnified party or parties under this Paragraph (i) shall
        have the right to employ not more than one counsel to represent
        them and, in that event, the reasonable fees and expenses of not
        more than one such separate counsel shall be paid by the Company
        or the Guarantor.  Neither the Company nor the Guarantor shall be
        liable for any settlement effected without its written consent of
        any claim or action.

                 (j)   The Company covenants that all shares of Common
        Stock which may be issued or delivered upon conversion of
        Securities (or other securities issuable upon conversion of the
        Securities) will upon issuance be fully paid and nonassessable
        and, except as provided in Section 13 hereof, the Company will
        pay all stamp, excise or similar taxes or duties, liens and
        charges with respect to the issue thereof.

                 (k)   The Fiscal Agent shall cause the converted
        securities to be cancelled and destroyed in accordance with its
        policy for disposal of canceled securities or as otherwise
        directed by the Company.  Converted Securities shall not be
        transferred.  The Principal Conversion Agent shall give the
        Company prompt notice of all Securities which have been
        converted, and if the Fiscal Agent is not also the Principal
        Conversion Agent, the Company will promptly give, or cause to be
        given, written notice to the Fiscal Agent of the serial numbers
        of all Securities which have been converted.

                  (1)  In case of any consolidation with, or merger of
        the Company into, any other corporation, or in case of any merger
        of another corporation into the Company (other than a merger
        which does not result in any reclassification, conversion,
        exchange or cancellation of outstanding shares of Common Stock of
        the Company), or in case of any sale or transfer, in one or more
        transactions, of all or substantially all of the assets of the
        Company (which shall not include the sale or transfer of any
        portion of the assets of the Company to any corporation or
        corporations if each of such corporations immediately following
        such transfer is at least 51% owned, directly or indirectly, by
        the Company, provided that such sale or transfer does not result
        in the reclassification, conversion, exchange or cancellation of
        outstanding shares of Common Stock of the Company), the
        corporation formed by such consolidation or resulting from such
        merger, or which acquires such assets, as the case may be, shall
        execute and deliver to the Fiscal Agent an amendment to the
        Fiscal Agency Agreement providing that the holder of each
        Registered Security and Bearer Security shall have the right
        during the period such Security shall be convertible as specified

                                       29PAGE
<PAGE>
        in the Registered Securities and Bearer Securities to convert
        such Security only into the kind and amount of securities, cash
        and other property receivable upon such consolidation, merger,
        sale or transfer by a holder of the number of shares of Common
        Stock of the Company into which such Security might have been
        converted immediately prior to such consolidation, merger, sale
        or transfer, assuming, if such consolidation, merger, sale or
        transfer is prior to the period such Security shall be
        convertible as specified in the Registered Securities and Bearer
        Securities, that the Securities were convertible at such time at
        the initial Conversion Price as adjusted pursuant to the terms of
        the Registered Securities and Bearer Securities.  Such amendment
        shall provide for adjustments which, for events subsequent to the
        effective date of such amendment, shall be as nearly equivalent
        as may be practicable to the adjustments provided for in the
        Registered Securities and the Bearer Securities.  The above
        provisions of this Section shall similarly apply to successive
        consolidations, mergers, sales or transfers.

                  (m)  Subject to Section 11(j) hereof, neither the
        Fiscal Agent nor the Conversion Agent or conversion agency
        appointed by the Company shall at any time be under any duty or
        responsibility to any holder of Securities to determine whether
        any facts exist which may require any adjustment of the
        Conversion Price, or with respect to the nature or extent of any
        such adjustment when made, or with respect to the method
        employed, or herein or in the Registered Securities and Bearer
        Securities provided to be employed, in making the same.  Neither
        the Fiscal Agent nor the Conversion Agent or conversion agency
        appointed by the Company shall be accountable with respect to the
        validity or value (or the kind or amount) of any shares of Common
        Stock or of any securities or property which may at any time be
        issued or delivered upon the conversion of any Security; and
        neither the Fiscal Agent nor the Conversion Agent or conversion
        agency appointed by the Company makes any representation with
        respect thereto.  Neither the Fiscal Agent nor the Conversion
        Agent or conversion agency appointed by the Company shall be
        responsible for any acts or omissions of the Company including
        without limitation any failure of the Company to issue, transfer
        or deliver any certificates representing shares of Common Stock
        or other securities or property or to make any cash payment upon
        the delivery of any Security for the purpose of conversion or to
        comply with any of the covenants contained in this Section 7.

                  (n)  Any Common Stock issued upon conversion of a
        Restricted Security ("Restricted Common Stock") at any time prior
        to the date which is two years (or the then applicable holding
        period under Rule 144(k) under the Securities Act (or successor
        provision)) after the date of original issuance of such
        Restricted Security and the last date on which the Company or any
        affiliate of the Company was the owner thereof (or any
        predecessor),  and when a registration statement in respect of
        such Common Stock is not effective under the Securities Act,
        shall be subject to the restrictions on transfer set forth in

                                       30PAGE
<PAGE>
        Section 3 hereof to the same extent as such Restricted Securities
        which were so converted.  All shares of Restricted Common Stock
        shall bear the legend and transfer requirements set forth in
        Section 3(f) hereof, with such modifications thereto as the
        Company shall deem appropriate.

             8.   Surrendered Securities.

             All Securities, together with any coupons appertaining
        thereto, surrendered for payment, redemption, retirement,
        transfer or exchange and all coupons paid through the application
        of interest installments and all Securities purchased by the
        Company or any subsidiary shall be delivered to the Fiscal Agent
        in the case of Registered Securities, and to the Principal Paying
        Agent in the case of Bearer Securities and the Regulation S
        Global Security.  In any such case such Principal Paying Agent
        shall cancel all Securities and coupons not previously canceled
        and destroy all such Securities and coupons so delivered and
        shall furnish to the Company and the Guarantor a certificate with
        respect to such destruction.  Such certificate shall state, in
        the case of destruction of the Regulation S Global Security, that
        all certificates of the Euroclear Operator or Cedel as to
        beneficial ownership required by Section 4 hereof have been duly
        presented by the Euroclear Operator or Cedel.

             9.   Mutilated, Destroyed, Stolen or Lost Securities.

             The Fiscal  Agent in the case of Registered Securities, and
        to the Principal Paying Agent, in the case of Bearer Securities
        and the Regulation S Global Security is hereby authorized, in
        accordance with the provisions of the Securities and this
        Section, from time to time to authenticate and deliver Securities
        in exchange for or in lieu of Securities that become mutilated,
        destroyed, stolen or lost, upon receipt of indemnity and such
        other documents or proof as may be required in form and substance
        satisfactory to the Principal Paying Agent and Fiscal Agent, the
        Company and the Guarantor.  Every Security authenticated and
        delivered in exchange for or in lieu of any such Security shall
        have endorsed thereon a Guarantee and shall be considered
        obligations of the Company and the Guarantor and shall carry all
        rights to interest accrued and unpaid and to accrue which were
        carried by such Security, and notwithstanding anything to the
        contrary herein contained, any new Bearer Security shall have
        attached thereto such coupons that neither gain nor loss in
        interest shall result from such exchange or substitution.

             10.  Signatures.

                  (a)  Securities shall be executed on behalf of the
        Company by its President, its Secretary, any Vice President or
        its Treasurer, any of whose signatures may be manual or in
        facsimile, and any coupons appertaining thereto shall be executed
        on behalf of the Company by the facsimile signature of its
        President, its Secretary, any Vice President or its Treasurer.

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        Any signature in facsimile may be imprinted or otherwise
        reproduced on the Securities.  The Company may adopt and use the
        signature or facsimile signature of any person who shall be a
        President, Secretary, Vice President or Treasurer at the time of
        the execution of the Securities, notwithstanding the fact that at
        the time the Securities shall be authenticated and delivered, or
        disposed of, such person shall have ceased to have held such
        office by virtue of which such person so executed such security.

                  (b)  The Guarantees shall be executed on behalf of the
        Guarantor by its President, any Vice President, or its Treasurer,
        manually or in facsimile, and a facsimile of its corporate seal
        shall be impressed, imprinted or engraved thereon and shall be
        attested by its Secretary or one of its Assistant Secretaries,
        whose signature may be manual or in facsimile, prior to the
        authentication of the Securities on which they are endorsed.  Any
        signature in facsimile may be imprinted or otherwise reproduced
        on the Guarantees.  The Guarantor may adopt and use the signature
        or facsimile signature of any person who shall be any such
        officer of the Guarantor at the time of the execution of the
        Guarantee, notwithstanding the fact that at the time the
        Securities shall be authenticated and delivered, or disposed of,
        such person shall have ceased to be such officer of the
        Guarantor.

             11.  Agreements Concerning Agents.

             Each of the Agents accepts its obligations herein and in the
        Securities, upon the terms and conditions hereof and thereof,
        including the following, to all of which the Company and the
        Guarantor agree and to all of which the rights hereunder of the
        holders from time to time of the Securities and coupons shall be
        subject:

                  (a)  Each of the Agents shall be entitled to reasonable
        compensation for all services rendered by such Agent, as
        separately agreed by the Company and the Agent, and the Company
        and the Guarantor agree promptly to pay such compensation and to
        reimburse each of the Agents for the reasonable out-of-pocket
        fees, charges and expenses (including, but not limited to,
        counsel fees and expenses) incurred by such Agent in connection
        with the services rendered by it hereunder.  The Company and the
        Guarantor also agree to indemnify each of the Agents and their
        officers, directors, employees and agents and each other paying
        agency and conversion agency of the Company for, and to hold it
        harmless against, any loss, liability or expense (including the
        costs and expenses of defending against any claim of liability)
        incurred without negligence or bad faith on the part of such
        Agent or other paying agency and conversion agency of the Company
        hereunder.  The obligations of the Company and the Guarantor
        under this clause (a) shall survive payment of the Securities or
        the resignation or removal of any Agent or paying agency or
        conversion agency and the termination of this Agreement.

                                       32PAGE
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                  (b)  In acting under this Agreement and in connection
        with the Securities, each of the Agents and each other paying
        agency and conversion agency of the Company is acting solely as
        agent of the Company, and does not assume any obligation, or
        relationship of agency or trust, for or with any of the owners or
        holders of the Securities or coupons, except that all funds held
        by the Paying Agent or any other paying agency of the Company for
        payment of principal of, premium, if any, or interest on (or
        Additional Amounts, if any, on) the Securities shall be held in
        trust but need not be segregated from other funds except as
        required by law and as set forth herein and in the Securities,
        and shall be applied as set forth herein and in the Securities;
        provided, however, that monies paid by the Company or the
        Guarantor to the Paying Agent or any other paying agency of the
        Company for the payment of principal of or interest on (or
        Additional Amounts, if any, on) Securities remaining unclaimed at
        the end of two years after such principal or interest (or
        Additional Amounts, if any) shall have become due and payable
        shall be repaid to the Company or the Guarantor, as provided and
        in the manner set forth in the Securities, whereupon the
        aforesaid trust shall terminate and all liability of the Paying
        Agent or such other paying agency or the Company with respect
        thereto shall cease and the holders of Securities shall
        thereafter have recourse only to the Company and the Guarantor.

                  (c)  Each of the Agents and each other paying agency
        and conversion agency of the Company may consult with one or more
        counsel satisfactory to it (including counsel to the Company or
        the Guarantor), and the advice or written opinion of such counsel
        shall be full and complete authorization and protection in
        respect of any action taken, omitted or suffered by it hereunder
        in good faith and in accordance with the opinion of such counsel.

                  (d)  Each of the Agents and each other paying agency
        and conversion agency of the Company shall be protected and shall
        incur no liability for or in respect of any action taken, omitted
        or suffered by it in reliance upon any Security, Guarantee or
        coupon, notice, direction, consent, certificate, affidavit,
        statement or other paper or document believed in good faith by
        such Agent or such other paying agency and conversion agency of
        the Company to be genuine and to have been signed by the proper
        parties.

                  (e)  Each of the Agents and each other paying agency
        and conversion agency of the Company, its officers, directors and
        employees may become the owner of, or acquire any interest in,
        any Securities or coupons, with the same rights that it or they
        would have if it were not an Agent or such other paying agency of
        the Company hereunder, and may engage or be interested in any
        financial or other transaction with the Company, the Guarantor
        and their affiliates and may act on, or as depositary, trustee or
        agent for, any committee or body of holders of Securities or
        other obligations of the Company or the Guarantor, as freely as

                                       33PAGE
<PAGE>
        if it were not an Agent or a paying agency or conversion agency
        of the Company hereunder.

                  (f)  Neither the Paying Agent nor any other paying
        agency of the Company shall be under any liability for interest
        on any monies at any time received by it pursuant to any of the
        provisions of this Agreement or of the Securities.

                  (g)  The recitals contained herein and in the
        Securities (except in the Fiscal Agent's certificates of
        authentication), shall be taken as the statements of the Company
        or the Guarantor, as the case may be, and the Agents assume no
        responsibility for the correctness of the same.  None of the
        Agents makes any representation as to the validity or sufficiency
        of this Agreement, the Offering Circular relating to the
        Securities or the Securities or the coupons or the Guarantees,
        except for such Agent's due authorization to execute this
        Agreement.  Neither the Agents nor any other paying agency or
        conversion agency of the Company shall be accountable for the use
        or application by the Company of the proceeds of any Securities
        authenticated and delivered by the Fiscal Agent in conformity
        with the provisions of this Agreement.

                  (h)  The Agents and each other paying agency and
        conversion agency of the Company shall be obligated to perform
        such duties and only such duties as are herein and in the
        Securities specifically set forth and no implied duties or
        obligations shall be read into this Agreement or the Securities
        against the Agents or any other paying agency of the Company.
        The Agents shall not be under any obligation to take any action
        hereunder which may tend to involve them in any expense or
        liability, the payment of which, within a reasonable time, is
        not, in their reasonable opinion, assured to them and for which
        they have not received an indemnity satisfactory to them.

                  (i)  Unless herein or in the Securities otherwise
        specifically provided, any order, certificate, notice, request,
        direction, or other communication, from the Company or the
        Guarantor made by or given by it under any provision of this
        Agreement shall be sufficient and may be conclusively relied upon
        by any Agent, if signed by the President, the Secretary, any Vice
        President or the Treasurer of the Company or the Guarantor, as
        the case may be.

                  (j)  Anything in this Agreement to the contrary
        notwithstanding, none of the Agents shall incur any liability
        hereunder, except as a result of negligence or bad faith
        attributable to it or its officers or employees, and shall incur
        no liability for the negligence or bad faith of its agents
        appointed by it with due care; provided that the Agent shall
        notify the Company and the Guarantor of the appointment of any
        such agents.

                                       34PAGE
<PAGE>
                  (k)  The Agents shall not be liable for any loss caused
        by events beyond the reasonable control of the Agents, including
        any malfunction, interruption of or error in the transmission of
        information caused by any machines or systems or interruption of
        communication facilities, abnormal operating conditions or acts
        of God.  The Agents shall have no liability whatsoever for any
        consequential, special, indirect or speculative losses or
        damages.

             12.  Offices, Resignation, Successors, Etc. of Agents,
        Paying, Conversion and Transfer Agencies.

                  (a)  The Company agrees that, until none of the
        Securities and coupons are outstanding or until monies for the
        payment of all principal of premium, if any, and interest on (and
        Additional Amounts, if any, on) all outstanding Securities shall
        have been made available at the office of the Paying Agent and
        shall have been returned to the Company as provided in the
        Securities, there shall at all times be a Fiscal Agent in the
        Borough of Manhattan, New York City, which shall be a bank or
        trust company organized and doing business under the laws of the
        United States of America or of any State of the United States of
        America, in good standing and authorized under such laws to
        exercise corporate trust powers, a Paying Agent, a Principal
        Conversion Agent and a Transfer Agent having offices in New York
        City, which shall be a bank or trust company organized, in good
        standing and doing business under the laws of the United States
        of America or of any State of the United States of America, and a
        Principal Paying Agent, a paying agency, a conversion agency and
        a transfer agency in at least one city in Western Europe, which
        shall include Luxembourg if the Securities are listed on the
        Luxembourg Stock Exchange and so long as listed thereon.

                  (b)  Each of the Agents may at any time resign as such
        Agent by giving written notice to the Company and to the
        Guarantor of such intention on its part, specifying the date on
        which its desired resignation shall become effective; provided,
        however, that such date shall not be less than 90 days after
        receipt of such notice by the Company and the Guarantor unless
        the Company and the Guarantor agree to accept less notice.  Each
        of the Agents hereunder may be removed at any time by the filing
        with it of any instrument in writing signed on behalf of the
        Company and the Guarantor and specifying such removal and the
        date when it is intended to become effective.  Such resignation
        or removal shall take effect upon the date of the appointment by
        the Company and the Guarantor, as hereinafter provided, of a
        successor Fiscal Agent, Principal Conversion Agent or Principal
        Paying Agent, as the case may be, and the acceptance of such
        appointment by such successor Agent.  Upon its resignation or
        removal, each of the Agents shall be entitled to the payment by
        the Company and the Guarantor of its compensation for the
        services rendered hereunder and to the reimbursement of all
        reasonable out-of-pocket expenses incurred in connection with the
        services rendered hereunder by such Agent.

                                       35PAGE
<PAGE>
                  (c)  In case at any time any of the Agents shall
        resign, or shall be removed, or shall be incapable of acting, or
        shall file a voluntary petition as a debtor under Chapter 7 or 11
        of Title 11 of the United States Code or have an order for relief
        entered against it as a debtor under Chapter 7 or 11 of Title 11
        of the United States Code or make an assignment for the benefit
        of its creditors or consent to the appointment of a receiver of
        all or any substantial part of its property, or shall admit in
        writing its inability to pay or meet its debts as they mature, or
        if an order of any court shall be entered approving any petition
        filed by or against the Fiscal Agent under any legislation
        similar to the provisions of Title 11 of the United States Code
        or against any of the Agents under the provisions of any
        legislation similar to the provisions of Title 11 of the United
        States Code, or if a receiver of it or of all or any substantial
        part of its property shall be appointed, or if any public officer
        shall take charge or control of it or of its property or affairs,
        for the purpose of rehabilitation, conservation or liquidation, a
        successor Agent, qualified as aforesaid, shall be appointed by
        the Company and the Guarantor by an instrument in writing.  Upon
        the appointment as aforesaid of a successor Agent and acceptance
        by it of such appointment, the Agent so superseded shall cease to
        be such Agent hereunder.  If no successor Agent shall have been
        so appointed by the Company and the Guarantor and shall have
        accepted appointment as hereinafter provided, any holder of a
        Security, on behalf of itself and all others similarly situated,
        or any Agent may petition any court of competent jurisdiction for
        the appointment of a successor Agent and shall promptly notify
        the Company and the Guarantor of such action.

                  (d)  Any successor Fiscal Agent, Principal Conversion
        Agent, Transfer Agent or Principal Paying Agent appointed
        hereunder shall execute, acknowledge and deliver to its
        predecessor and to the Company and the Guarantor an instrument
        accepting such appointment hereunder, and thereupon such
        successor Agent, without any further act, deed or conveyance,
        shall become vested with all the authority, rights, powers,
        trusts, immunities, duties and obligations of such predecessor
        with like effect as if originally named as such Agent hereunder,
        and such predecessor, upon payment of its charges and
        disbursements then unpaid, shall thereupon become obligated to
        transfer, deliver and pay over, and such successor Agent shall be
        entitled to receive, all monies, securities or other property on
        deposit with or held by such predecessor, as such Agent
        hereunder.

                  (e)  Any corporation or bank into which any of the
        Agents hereunder may be merged or converted, or any corporation
        or bank with which such Agent may be consolidated, or any
        corporation or bank resulting from any merger, conversion or
        consolidation to which such Agent shall be a party, or any
        corporation or bank to which such Agent shall sell or otherwise
        transfer all or substantially all the assets and business of such

                                       36PAGE
<PAGE>
        Agent, or any corporation to which the Fiscal Agent shall sell or
        otherwise transfer all or substantially all of its corporate
        trust business, provided that it shall be qualified as aforesaid,
        shall be the successor to such Agent under this Agreement without
        the execution or filing of any document or any further act on the
        part of any of the parties hereto.

                  (f)  So long as there shall be a Fiscal Agent and
        Paying Agent hereunder, the Company shall maintain agencies (i)
        where Registered Securities (but not Bearer Securities or
        coupons) may be presented for surrender for payment (and for the
        payment of Additional Amounts on the Registered Securities, if
        any) and where Securities may be surrendered for conversion in
        the Borough of Manhattan, New York City, and (ii) where Bearer
        Securities and coupons may be surrendered for payment (and for
        the payment of Additional Amounts (pursuant to Section 2 of the
        Bearer Securities) on Bearer Securities, if any) and where Bearer
        Securities may be surrendered for conversion in at least one city
        in Western Europe, which shall be Luxembourg if the Securities
        are listed on the Luxembourg Stock Exchange and so long as listed
        thereon.  The Company now intends to maintain additional agencies
        (subject to applicable laws and regulations) where Bearer
        Securities may be surrendered for payment (and for the payment of
        Additional Amounts (pursuant to Section 2 of the Bearer
        Securities) on Bearer Securities, if any), where Registered
        Securities may be surrendered for payment and where Securities
        may be surrendered for conversion in London, England and, if the
        Securities are listed on the Luxembourg Stock Exchange and so
        long as listed thereon, Luxembourg, and during such period to
        keep the Agents advised of the names and locations of such
        agencies.  Unless the Company shall otherwise notify each of the
        Agents in writing, the sole such paying agencies and conversion
        agencies shall be the agencies specified in the Securities.  The
        Company authorizes the Paying Agent to pay to or to the order of
        the aforesaid agencies, upon written demand by such agencies,
        funds for the payment of the principal of, premium, if any, and
        interest on (and Additional Amounts pursuant to Section 2 of the
        Registered Securities and Bearer Securities, if any, on) the
        Securities.  Except as otherwise arranged by the Company, the
        Fiscal Agent shall arrange for the payment of the compensation of
        such paying agencies for their services as such, and the Company
        and the Guarantor shall pay to the Fiscal Agent from time to time
        sufficient funds to make such payments.

                  (g)  So long as there shall be a Fiscal Agent, Paying
        Agent and Conversion Agent hereunder, the Company shall maintain
        a Security Registrar and additional transfer agencies (the
        "Transfer Agents") (i) where Registered Securities may be
        surrendered for exchange for other Registered Securities in New
        York City and (ii) in at least one city in Western Europe, which
        shall be Luxembourg if the Securities are listed on the
        Luxembourg Stock Exchange and so long as listed thereon, where
        Bearer Securities may be delivered in exchange for Bearer
        Securities or for Registered Securities.  Consistent with

                                       37PAGE
<PAGE>
        applicable laws and regulations, including the provisions of the
        federal income tax laws of the United States, such agencies may
        be the same agencies as or different agencies from those
        maintained by the Company pursuant to Section 12(f).

             The Company hereby appoints, subject to the listing of the
        Securities on the Luxembourg Stock Exchange, Bankers Trust
        Luxembourg, S.A. 14 Boulevard, F.D. Roosevelt, L-2450 Luxembourg,
        Luxembourg as Transfer Agent for such exchanges.  The transfer,
        exchange and registration of transfer or exchange of Registered
        Securities shall be made by the Fiscal Agent in New York City.

             13.  Taxes.

             The Company will pay all stamp taxes and other similar
        duties, if any, that may be imposed by the United States of
        America or the United Kingdom, or any state or political
        subdivision thereof or taxing authority therein, with respect to
        the execution or delivery of this Agreement, or the issuance of
        the Regulation S Global Security or the Guarantees, or the
        exchange from time to time of the Regulation S Global Security
        for Registered Securities and Bearer Securities, or with respect
        to the issue or delivery of shares of Common Stock on conversion
        of Securities; provided, however, that the Company shall not be
        required to pay any tax or duty which may be payable in respect
        of any transfer involved in the issue or delivery of shares of
        Common Stock in a name other than that of the holder of the
        Security or Securities to be converted, and no such issue or
        delivery shall be made unless and until the person requesting
        such issue has paid to the Company the amount of any such tax or
        duty or has established to the satisfaction of the Company that
        such tax or duty has been paid; and further provided that the
        Company shall not be required to pay any tax or duty that may be
        payable in respect of any accrued interest paid in connection
        with the conversion of the Securities.

             14.  Meetings and Votes of Holders.

                  (a)  A meeting of holders of Securities may be called
        at any time and from time to time pursuant to this Section for
        any of the following purposes: (i) to give any notice to the
        Company, to the Guarantor or to the Fiscal Agent, or to give any
        directions to the Fiscal Agent, or to consent to the waiving of
        any default hereunder or under the Registered Securities and
        Bearer Securities and its consequences, or to take any other
        action authorized to be taken by holders of Securities pursuant
        to Section 9 of the Registered Securities and Bearer Securities;
        or (ii) to take any other action authorized to be taken by or on
        behalf of the holders of any specified aggregate principal amount
        of the Securities under any other provision of this Agreement,
        the Registered Securities and Bearer Securities or under
        applicable law.

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<PAGE>
                  (b)  Meetings of holders of Securities may be held at
        such place or places in New York City or London as the Fiscal
        Agent or, in case of its failure to act, the Company, the
        Guarantor or the holders calling the meeting shall from time to
        time determine.

                  (c)  The Fiscal Agent may at any time call a meeting of
        holders of Securities to be held at such time and at such place
        in any of the locations designated in Section 14(b) hereof as the
        Fiscal Agent shall determine.  Notice of every meeting of holders
        shall be made as specified in Section 19 hereof, except that such
        notice shall set forth the time and the place of such meeting, in
        general terms the action proposed to be taken at such meeting and
        a general description of regulations applicable to such meeting,
        and shall be published at least three times in the publications
        specified in such Section 19, the first publication to be not
        less than 21 nor more than 180 days prior to the date fixed for
        the meeting.

                  (d)  In case at any time the Company, the Guarantor or
        the holders of at least 25% in aggregate principal amount of the
        Securities shall have requested the Fiscal Agent to call a
        meeting of the holders, by written request setting forth in
        reasonable detail the action proposed to be taken at the meeting,
        and the Fiscal Agent shall not have given the first notice of
        such meeting within 21 days after receipt of such request or
        shall not thereafter proceed to cause the meeting to be held as
        provided herein, then the Company, the Guarantor or the holders
        of Securities in the amount above specified may determine the
        time and the place in either of the locations designated in
        Section 14(b) hereof for such meeting and may call such meeting
        to take any action authorized in Section 14(a) hereof by giving
        notice thereof as provided in Section 14(c) hereof.

                  (e)  To be entitled to vote at any meeting of holders
        of Securities, a person shall be (i) a holder of one or more
        Securities, or (ii) a person appointed by an instrument in
        writing as proxy for a holder or holders of Securities by such
        holder or holders, which proxy need not be a holder of
        Securities.  The only persons who shall be entitled to be present
        or to speak at any meeting of holders shall be the persons
        entitled to vote at such meeting and their counsel and any
        representatives of the Fiscal Agent and its counsel and any
        representatives of the Company and its counsel and any
        representatives of the Guarantor and its counsel.

                  (f)  The persons entitled to vote a majority in
        principal amount of the outstanding Securities shall constitute a
        quorum for the transaction of all business specified in Section
        14(a) hereof. No business shall be transacted in the absence of a
        quorum unless a quorum is represented when the meeting is called
        to order.  In the absence of a quorum within 30 minutes of the
        time appointed for any such meeting, the meeting shall, if

                                       39PAGE
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        convened at the request of the holders of Securities (as provided
        in Section 14(d) hereof), be dissolved.  In any other case the
        meeting shall be adjourned for a period of not less than 10 days
        as determined by the chairman of the meeting prior to the
        adjournment of such adjourned meeting.  Notice of the reconvening
        of any adjourned meeting shall be given as provided in Section
        14(c) hereof except that such notice need be published only once
        but must be given not less than five days prior to the date on
        which the meeting is scheduled to be reconvened.  Subject to the
        foregoing, at the reconvening of any meeting adjourned for a lack
        of a quorum the persons entitled to vote 25% in principal amount
        of the Securities outstanding shall constitute a quorum for the
        taking of any action set forth in the notice of the original
        meeting.  Notice of the reconvening of an adjourned meeting shall
        state expressly the percentage of the aggregate principal amount
        of the Securities that shall constitute a quorum.  At a meeting
        or an adjourned meeting duly reconvened and at which a quorum is
        present as aforesaid, any resolution and all matters (except as
        limited by Section 9 of the Registered Securities and Bearer
        Securities) shall be effectively passed and decided if passed or
        decided by the persons entitled to vote a majority in principal
        amount of the Securities represented and voting at such meeting,
        provided that such amount shall be not less than 25% in principal
        amount of the Securities outstanding.  Any holder of a Security
        who has executed an instrument in writing appointing a person as
        his proxy shall be deemed to be present for the purposes of
        determining a quorum and be deemed to have voted; provided,
        however, that such holder shall be considered as present or
        voting only with respect to the matters covered by such
        instrument in writing.  Any resolution passed or decision taken
        at any meeting of the holders of Securities duly held in
        accordance with this Section 14 shall be binding on all the
        holders of Securities whether or not present or represented at
        the meeting.

                  (g)  Notwithstanding any other provision of this
        Agreement, the Fiscal Agent may make such reasonable regulations
        as it may deem advisable for any meeting of holders of Securities
        in regard to proof of the holding of Securities and of the
        appointment of proxies and in regard to the appointment and
        duties of inspectors of votes, the submission and examination of
        proxies, certificates and other evidence of the right to vote,
        and such other matters concerning the conduct of the meeting as
        it shall deem appropriate.  Except as otherwise permitted or
        required by any such regulations, the holding of Bearer
        Securities shall be proved by the production of the Bearer
        Securities or by a certificate executed, as depositary, by, and
        the appointment of any proxy shall be proved by having the
        signature of the person executing the proxy witnessed or
        guaranteed by, in each case, any trust company, bank or banker
        satisfactory to the Fiscal Agent.  Such regulations may provide
        that written instruments appointing proxies, regular on their
        face, may be presumed valid and genuine without the proof
        specified herein or other proof.  The holding of Registered

                                       40PAGE
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        Securities shall be proved by the registry books maintained in
        accordance with Section 2(d) hereof or by a certificate or
        certificates of the Fiscal Agent in its capacity as Company's
        agent for the maintenance of such books.

                  (h)  The Fiscal Agent shall, by an instrument in
        writing, appoint a temporary chairperson and a temporary
        secretary of the meeting, unless the meeting shall have been
        called by the Company, the Guarantor or by the holders of
        Securities or the Fiscal Agent at the request of the Company, the
        Guarantor or the holders of Securities as provided in Section
        14(d) hereof and in the Securities, in which case the Company,
        the Guarantor or the holders calling the meeting, as the case may
        be, shall in like manner appoint a temporary chairperson and a
        temporary secretary.  A permanent chairperson and a permanent
        secretary of the meeting shall be elected by vote of the holders
        of a majority in principal amount of the Securities represented
        at the meeting and entitled to vote.

                  (i)  At any meeting each holder or proxy shall be
        entitled to one vote for each U.S. $1,000 principal amount of
        Securities held or represented by him; provided, however, that no
        vote shall be cast or counted at any meeting in respect of any
        Securities challenged as not outstanding and ruled by the
        chairperson of the meeting to be not outstanding.  The
        chairperson of the meeting shall have no right to vote, except as
        a holder or proxy.

                  (j)  Any meeting of holders of Securities duly called
        pursuant to Section 14(c) or 14(d) hereof at which a quorum is
        present may be adjourned from time to time by vote of the holders
        (or proxies for the holders) of a majority in principal amount of
        the Securities represented at the meeting and entitled to vote;
        and the meeting may be held as so adjourned without further
        notice.

                  (k)  The vote upon any resolution submitted to any
        meeting of holders of Securities shall be by written ballots on
        which shall be subscribed the signatures of the holders of
        Securities or of their representatives by proxy and the serial
        number or numbers of the Securities held or represented by them.
        The permanent chairperson of the meeting shall appoint two
        inspectors of votes who shall count all votes cast at the meeting
        for or against any resolution and who shall make and file with
        the secretary of the meeting their verified written reports in
        triplicate of all votes cast at the meeting.  A record, at least
        in triplicate, of the proceedings of each meeting of holders of
        Securities shall be prepared by the secretary of the meeting and
        there shall be attached to said record the original reports of
        the inspectors of votes on any vote by ballot taken thereat and
        affidavits by one or more persons having knowledge of the facts
        setting forth a copy of the notice of the meeting and showing
        that said notice was published as provided in Section 14(c) or
        14(d) hereof and, if applicable, Section 14(f) hereof.  Each copy

                                       41PAGE
<PAGE>
        shall be signed and verified by the affidavits of the permanent
        chairperson and secretary of the meeting, and one such copy shall
        be delivered to the Company, another to the Guarantor and another
        to the Fiscal Agent to be preserved by the Fiscal Agent, the copy
        delivered to the Fiscal Agent to have attached thereto the
        ballots voted at the meeting.  Any record so signed and verified
        shall be conclusive evidence of the matters therein stated.

             15.  Merger, Consolidation or Sale of Assets.

                  (a)  If at any time there shall be a merger,
        consolidation, sale or conveyance of assets or assumption of
        obligations to which any of the covenants contained in Section 6
        of the Registered Securities and Bearer Securities or Section 3
        of the Guarantees, is applicable, then in any such event the
        successor or assuming corporation referred to therein will
        promptly deliver to the Fiscal Agent:

                       (i)  a certificate signed by an executive officer
        of such successor or assuming corporation stating that as of the
        time immediately after the effective date of any such
        transaction, the covenants of the Company or the Guarantor, as
        the case may be, contained in the Registered Securities and
        Bearer Securities or the Guarantees, as applicable, have been
        complied with and the successor or assuming corporation is not in
        default under the provisions of this Agreement or the Securities
        or the Guarantees, as applicable; and

                       (ii) a written opinion of legal counsel (who may
        be an employee of or counsel to the successor or assuming
        corporation) stating that, in such counsel's opinion, such
        covenants have been complied with and that any instrument or
        instruments executed in the performance of such covenants comply
        with the requirements thereof.

        In case of any such merger, consolidation, sale, conveyance or
        assumption, such successor or assuming corporation shall succeed
        to and be substituted for the Company or the Guarantor, as the
        case may be, with the same effect, subject to (in the case of a
        merger to which the Company is a party) Section 6(b) of the
        Registered Securities and Bearer Securities, as if such successor
        or assuming corporation had been named herein and in the
        Registered Securities and Bearer Securities or the Guarantees, as
        applicable, as the Company or the Guarantor, as the case may be;
        the Company or the Guarantor, as the case may be, shall thereupon
        be relieved of any further obligation or liability hereunder or
        upon the Securities or the Guarantees, as applicable, provided
        that any successor or assuming corporation shall have the right
        to redeem the Securities, pursuant to Section 3(b) of the
        Registered Securities and Bearer Securities, only as a result of
        circumstances which occur subsequent to such merger,
        consolidation, sale, conveyance or assumption and as a result of
        which the Company would have had such right if the Company had
        remained the obligor on the Securities.  The Company or the

                                       42PAGE
<PAGE>
        Guarantor, as the case may be, as the predecessor corporation may
        thereupon or at any time thereafter be dissolved, wound up or
        liquidated.  If applicable, such successor or assuming
        corporation thereupon may cause to be signed, and may issue
        either in its own name or in the name of the Company any or all
        of the Securities issuable hereunder which theretofore shall not
        have been executed on behalf of the Company and delivered to the
        Fiscal Agent; and, upon the order of such successor or assuming
        corporation, instead of the Company, and subject to all the
        terms, conditions and limitations in this Agreement prescribed,
        the Fiscal Agent shall authenticate and shall deliver any
        Securities which previously shall have been signed and delivered
        by the officers of the Company to the Fiscal Agent for
        authentication, and any Securities which such successor or
        assuming corporation thereafter shall cause to be signed and
        delivered to the Fiscal Agent for that purpose.  If applicable,
        such successor or assuming corporation may cause to be endorsed
        either in its own name or in the name of the Guarantor,
        Guarantees on any or all of the Securities issuable hereunder
        which theretofore shall not have been so endorsed and delivered
        to the Fiscal Agent.  All the Securities so issued shall in all
        respects have the same legal rank and benefit under this
        Agreement as the Securities theretofore or thereafter issued in
        accordance with the terms of this Agreement as though all of such
        Securities had been issued at the date of the execution hereof.

             In case of any merger, consolidation, sale, conveyance or
        assumption, such changes in phraseology and form (but not in
        substance) may be made in the Securities or the Guarantees
        thereafter to be issued as may be appropriate.

                  (b)  The Fiscal Agent may rely on the documents
        delivered pursuant to this Agreement by any successor or assuming
        corporation pursuant to this Section 15 as conclusive evidence
        that any such merger, consolidation, sale, conveyance or
        assumption complies with the provisions of this Section and the
        Securities.

             16.  Governing Law.

             THIS AGREEMENT, THE SECURITIES AND ANY COUPONS APPERTAINING
        THERETO AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN
        ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES
        OF AMERICA, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW RULES.

             17.  Amendments.

             This Agreement may be amended by the parties hereto, and
        certain provisions hereof may be waived, in the manner provided
        in Section 9 of the Registered Securities and Bearer Securities.
        This Agreement may also be amended by the parties hereto, without
        the consent of the holder of any Security, for the purposes set
        forth in Section 9 of the Registered Securities and Bearer
        Securities and for the purpose of curing any ambiguity, or of

                                       43PAGE
<PAGE>
        curing, correcting or supplementing any defective provision
        contained herein or in any manner that the parties may mutually
        deem necessary or desirable, and that shall not materially
        adversely affect the interests of the holders of the Securities.

             18.  Agent for Service of Process.

             As long as any of the Securities or coupons appertaining
        thereto remain outstanding, the Company and the Guarantor will at
        all times have an authorized agent in the City of New York, upon
        whom process may be served in any legal action or proceeding
        arising out of or relating to this Agreement or any Security or
        any coupons appertaining thereto or any Guarantee.  Service of
        process upon such agent and written notice of such service mailed
        or delivered to the Company or the Guarantor, as the case may be,
        shall to the extent permitted by law be deemed in every respect
        effective service of process upon the Company or the Guarantor,
        as the case may be, in any such legal action or proceeding.  Each
        of the Company and the Guarantor hereby appoints the Fiscal Agent
        as its agent for such purpose, and covenants and agrees that
        service of process in any legal action or proceeding may be made
        upon it at the office of such agent located at Four Albany
        Street, New York, New York  10006 (or such other address in the
        City of New York, as may be the principal corporate trust office
        of such agent), unless and until the Company or the Guarantor, as
        the case may be, shall designate another agent for such purpose
        by written notice to the Fiscal Agent.  If the Fiscal Agent
        receives any such service of process, it shall promptly notify
        the Company and the Guarantor of such service.

             19.  Notices.

             All notices hereunder shall be deemed to have been given
        when deposited in the mail as first-class mail, registered or
        certified, return receipt requested, postage prepaid, addressed
        to any party hereto as follows:

                  The Company:        10455 Pacific Center Court
                                      San Diego, CA  92121-4339

                                      with a copy to the
                                      Guarantor and the
                                      General Counsel of
                                      the Guarantor

                  The Guarantor:      81 Wyman Street
                                      P.O. Box 9046
                                      Waltham, MA 02254-9046
                                      Attn: Secretary,
                                      with a copy to the General Counsel

                  The Fiscal Agent:   Bankers Trust Company
                                      Four Albany Street
                                      New York, New York  10006

                                       44PAGE
<PAGE>
                                      Attn:  Corporate Trust and Agency 
                                      Group

                  The Principal Paying Agent:   Bankers Trust Company
                                      1 Appold Street
                                      Broadgate, London EC2A 2HE
                                      England
                                      Attn:  Corporate Trust and Agency 
                                      Group

                  The Transfer Agent(1):   Bankers Trust Luxembourg, S.A.
                                      14 Boulevard, F.D. Roosevelt,
                                      L-2450 Luxembourg, Luxembourg
                                      Attn:  Corporate Trust and Agency 
                                      Group

        or at any other address of which any of the foregoing shall have
        notified the others in writing.

             Notices to holders of the Securities shall be given by
        publication on a Business Day in an Authorized Newspaper. For
        purposes of this Agreement, the term "Authorized Newspaper" means
        an English language newspaper, customarily published on each
        business day in morning editions, whether or not it shall be
        published in Saturday, Sunday or holiday editions, such as The
        Wall Street Journal (Eastern edition) in New York City, the
        Financial Times in London and the Luxemburger Wort in Luxembourg.
        If by reason of the temporary or permanent suspension of
        publication of any newspaper or by reason of any other cause it
        shall be impossible to make publication of such notice in an
        Authorized Newspaper as herein provided, then such publication or
        other notice in lieu thereof as shall be made by the Fiscal Agent
        shall constitute sufficient publication of such notice, if such
        publication or other notice shall, so far as may be possible,
        approximate the terms and conditions of the publication in lieu
        of which it is given.  Notices will be mailed by the Fiscal
        Agent, on behalf of and at the expense of the Company, by
        first-class mail to registered holders of Registered Securities
        at their registered address as the same shall appear on the books
        of the Fiscal Agent on the day 15 days prior to such mailing.
        The Fiscal Agent shall promptly furnish to the Company and to
        each other paying agency of the Company a copy of each notice so
        published or mailed.
        _____________
        (1)  Subject to the listing of the Securities on the Luxembourg 
             Stock Exchange. 

                                       45PAGE
<PAGE>
             20.  Counterparts.

             This Agreement may be executed in separate counterparts, and
        by each party separately in a separate counterpart, each such
        counterpart, when so executed and delivered, to be an original.
        Such counterparts shall together constitute but one and the same
        instrument.





                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



















                                       46PAGE
<PAGE>
             IN WITNESS WHEREOF,  the parties hereto  have executed  this
        Fiscal Agency Agreement as of the date first above written.

                                      THERMOLASE CORPORATION

                                      By:  /s/ John N. Hatsopoulos
                                           Name: John N. Hatsopoulos
                                           Title: Vice President

                                      THERMO ELECTRON CORPORATION

                                      By:  /s/ John N. Hatsopoulos
                                           Name: John N. Hatsopoulos
                                           Title: President

                                      BANKERS TRUST COMPANY
                                       as Fiscal Agent

                                      By:  /s/ Sandra J. Shaffer 
                                           Name: Sandra J. Shaffer
                                           Title: Assistant Vice 
                                           President

                                      BANKERS TRUST LUXEMBOURG, S.A.
                                           as Transfer Agent

                                      By:  /s/ Dorothy Robinson
                                           Name: Dorothy Robinson
                                           Title: Assistant Vice 
                                           President

                                       47PAGE
<PAGE>
                                                                EXHIBIT A

                      (FORM OF FACE OF REGISTERED SECURITY)

             Unless and until it is exchanged in whole or in part for
        Securities in definitive form, this Security may not be
        transferred except as a whole by the Depository to a nominee of
        the Depository or by a nominee of the Depository to the
        Depository or another nominee of the Depository or by the
        Depository or any such nominee to a successor depository or a
        nominee of such successor Depository.  Unless this certificate is
        presented by an authorized representative of The Depository Trust
        Company, a New York corporation (55 Water Street, New York, New
        York) ("DTC"), to the issuer or its agent for registration of
        transfer, exchange or payment, and any certificate issued is
        registered in the name of Cede & Co. or such other name as may be
        requested by an authorized representative of DTC (and any payment
        is made to Cede & Co. or such other entity as may be requested by
        an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
        OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
        WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
        an interest herein.(2)

             THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED
        UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
        "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THIS
        SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED,
        SOLD OR OTHERWISE TRANSFERRED WITHIN THE "UNITED STATES" OR TO
        "U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER THE SECURITIES
        ACT) IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
        EXEMPTION THEREFROM.  EACH PURCHASER OF THIS SECURITY  IS HEREBY
        NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
        PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
        144A THEREUNDER.  THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
        HEREOF, REPRESENTS, ACKNOWLEDGES AND AGREES FOR THE BENEFIT OF
        THE COMPANY THAT: (I) IT HAS ACQUIRED A "RESTRICTED" SECURITY
        WHICH HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT; (II) IT
        WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO
        THE DATE WHICH IS TWO YEARS (OR THE THEN APPLICABLE HOLDING
        PERIOD UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR SUCCESSOR
        PROVISION)) AFTER THE DATE OF ORIGINAL ISSUANCE HEREOF AND THE
        LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
        WAS THE OWNER OF SUCH RESTRICTED SECURITIES (OR ANY PREDECESSOR),
        EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
        STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
        ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
        PURSUANT TO RULE 144A, TO A PERSON WHO THE SELLER REASONABLY
        BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
        ____________________
        (2)  This paragraph should be included only if the Security is 
             issued in global form.

                                       A-1PAGE
<PAGE>
        144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
        REQUIREMENTS OF RULE 144A, (D) OUTSIDE THE UNITED STATES IN A
        TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE
        SECURITIES ACT, (E) TO AN INSTITUTIONAL INVESTOR THAT IS AN
        "ACCREDITED INVESTOR" (WITHIN THE MEANING OF RULE 501 (A)(1),
        (2), (3) OR (7) UNDER THE SECURITIES ACT OR (F) PURSUANT TO
        ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
        THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE
        APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
        ANY OTHER APPLICABLE JURISDICTION; AND (III) IT WILL, AND EACH
        SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF
        THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (II) ABOVE.
        ANY OFFER, SALE OR OTHER DISPOSITION PURSUANT TO THE FOREGOING
        CLAUSES II(D), (E) OR (F) IS SUBJECT TO THE RIGHT OF THE ISSUER
        OF THIS SECURITY AND THE FISCAL AGENT FOR SUCH ISSUER TO REQUIRE
        THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER
        INFORMATION ACCEPTABLE TO THEM IN FORM AND SUBSTANCE.

                                       A-2PAGE
<PAGE>
                             THERMOLASE CORPORATION
                     (Incorporated in the State of Delaware)

               4 3/8% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2004
                      GUARANTEED ON A SUBORDINATED BASIS BY

                           THERMO ELECTRON CORPORATION
                     (Incorporated in the State of Delaware)

        No. R                                        U.S.$

        CUSIP 

             ThermoLase Corporation, a corporation duly incorporated and
        existing under the laws of the State of Delaware (the "Company"),
        for value received, hereby promises to pay to CEDE & Co., or
        registered assigns, the principal sum of ______________________
        United States Dollars on August 5, 2004 upon presentation and
        surrender hereof and to pay interest thereon, from August
        12, 1997 or from the most recent Interest Payment Date (as
        defined below) to which interest has been paid or duly provided
        for, semiannually in arrears on February 15 and August 15 in each
        year (each an "Interest Payment Date"), commencing February 15,
        1998, at the rate of 4 3/8% per annum, until the principal hereof
        is paid or made available for payment.  Interest hereon shall be
        calculated on the basis of a 360-day year comprised of twelve
        30-day months.  The interest so payable, and punctually paid or
        duly provided for, on any Interest Payment Date will, as provided
        in the Fiscal Agency Agreement (as defined on the reverse
        hereof), be paid to the person in whose name this Security is
        registered at the close of business on the Record Date for such
        interest payment, which shall be the January 31 and July 31
        (whether or not a Business Day (as defined on the reverse
        hereof)) next preceding such Interest Payment Date.  Except as
        otherwise provided in the Fiscal Agency Agreement (as defined on
        the reverse hereof), any such interest not so punctually paid or
        duly provided for will forthwith cease to be payable to the
        holder on such Record Date and may be paid at any time in any
        lawful manner, all as more fully provided in the Fiscal Agency
        Agreement.  Payment of interest on this Security shall be made by
        United States dollar check drawn on a bank in the City of New
        York and mailed to the person entitled thereto at his address as
        it shall appear in the Security Register, or (if arrangements
        satisfactory to the Company and the Fiscal Agent are made) by
        wire transfer to a United States dollar account maintained by the
        payee with a bank in the City of New York; provided, however,
        that if such mailing is not possible and no such application
        shall have been made, payment of interest shall be made at the
        principal corporate trust office of the Fiscal Agent, or such
        other office or agency of the Company as may be designated for
        such purpose in the City of New York, in United States currency.

                                       A-3PAGE
<PAGE>
             Reference is hereby made to the further provisions of this
        Security set forth under Terms and Conditions of the Securities
        on the reverse hereof, which further provisions shall for all
        purposes have the same effect as if set forth at this place.

             This Security shall not become valid or enforceable for any
        purpose unless and until the certificate of authentication hereon
        shall have been manually signed by a duly authorized signatory of
        the Fiscal Agent.

             IN WITNESS WHEREOF, the Company has caused this Security to
        be duly executed in its corporate name by the manual or facsimile
        signature of a duly authorized officer.

        Dated: 

                                           THERMOLASE CORPORATION

                                           By:____________________
                                             Name:
                                             Title:

        Attest:

        _______________________

                          CERTIFICATE OF AUTHENTICATION

             This is one of the Securities described in the
        within-mentioned Fiscal Agency Agreement.

                                           BANKERS TRUST COMPANY,
                                           as Fiscal Agent

                                           By:__________________________
                                                Authorized Signatory

                                       A-4PAGE
<PAGE>
                        (FORM OF FACE OF BEARER SECURITY)

        THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
        UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
        ACT"), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR
        TO U.S. PERSONS EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS (AS
        DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN ACCORDANCE WITH
        RULE 144A (IF AVAILABLE) OR OTHERWISE PURSUANT TO AN EXEMPTION
        FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT.

        ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
        SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
        INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a)
        OF THE UNITED STATES INTERNAL REVENUE CODE.

                                       A-5PAGE
<PAGE>
                             THERMOLASE CORPORATION
                 (Incorporated in the Commonwealth of Delaware)

               4-3/8% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2004

                      GUARANTEED ON A SUBORDINATED BASIS BY

                           THERMO ELECTRON CORPORATION
                     (Incorporated in the State of Delaware)

        No. B-______________                              U.S.$______

        (CUSIP #  )

             ThermoLase Corporation, a corporation duly incorporated and
        existing under the laws of the Commonwealth of Delaware (the
        "Company"), for value received, hereby promises to pay to bearer
        upon presentation and surrender of this Security the principal
        sum of $_________________ United States Dollars on August 5,
        2004, and to pay interest thereon from August 12, 1997,
        semiannually in arrears on February 15 and August 15 in each year
        (each an "Interest Payment Date"), commencing February 15, 1998,
        at the rate of 4 3/8% per annum, until the principal hereof is
        paid or made available for payment.  Interest hereon shall be
        calculated on the basis of a 360-day year comprised of twelve
        30-day months.  Such payments (including premium, if any) shall
        be made in such coin or currency of the United States of America
        as at the time of payment shall be legal tender for the payment
        of public and private debts, subject to any laws or regulations
        applicable thereto and to the right of the Company (limited as
        provided in the Fiscal Agency Agreement (as defined on the
        reverse hereof)) to terminate the appointment of any paying
        agency, at the London office of Bankers Trust Company located at
        1 Appold Street, Broadgate, London, EC2A 2HE, England, or, if the
        Securities are listed on the Luxembourg Stock Exchange and so
        long as listed thereon, Bankers Trust Luxembourg, S.A., 14
        Boulevard, F.D. Roosevelt, L-2450 Luxembourg, Luxembourg or at
        such other offices or agencies outside the United States of
        America, its territories and its possessions as the Company may
        designate, by United States dollar check drawn on a bank in the
        City of New York, or (if arrangements satisfactory to the Company
        and the Fiscal Agent (as defined on the reverse hereof) are made)
        by wire transfer to a United States dollar account maintained by
        the holder at a bank outside the United States, its territories
        and its possessions.  Interest on this Security shall be paid
        only at an office or agency located outside the United States,
        its territories and its possessions and, in the case of interest
        due on or before maturity, only upon presentation and surrender
        at such an office or agency of the interest coupons hereto
        attached as they severally mature.  No payment on this Security
        or any coupon will be made at the corporate trust office of the
        Fiscal Agent or any other paying agency maintained by the Company
        in the United States, its territories or possessions, nor will

                                       A-6PAGE
<PAGE>
        any payment be made by transfer to an account in, or by mail to
        an address in, the United States, its territories or possessions,
        except as may be permitted by United States tax laws and
        regulations in effect at the time of such payment without
        detriment to the Company.  Notwithstanding the foregoing, payment
        of this Security and coupons may be made at the office of the
        Fiscal Agent in the City of New York if full payment at all
        paying agencies outside the United States is illegal or
        effectively precluded by exchange controls or other similar
        restrictions.

             Reference is hereby made to the further provisions of this
        Security set forth under Terms and Conditions of the Securities
        on the reverse hereof, which further provisions shall for all
        purposes have the same effect as if set forth at this place.

             Neither this Security nor any of the coupons attached hereto
        shall become valid or enforceable for any purpose unless and
        until the certificate of authentication hereon shall have been
        manually signed by a duly authorized signatory of the Fiscal
        Agent.

             IN WITNESS WHEREOF, the Company has caused this Security to
        be duly executed in its corporate name by the manual or facsimile
        signature of a duly authorized signatory and coupons bearing the
        facsimile signature of a duly authorized signatory to be annexed
        hereto.

        Dated:  ______________, 1997

                                           THERMOLASE CORPORATION

                                           By:________________
                                                Name:
                                               Title:

        Attest:

        ____________________

                                       A-7PAGE
<PAGE>
                          CERTIFICATE OF AUTHENTICATION

             This is one of the Securities described in the within-
        mentioned Fiscal Agency Agreement.

                                           BANKERS TRUST COMPANY,
                                           as Fiscal Agent

                                           By:______________________
                                                Authorized Signatory

        Dated:

                                       A-8PAGE
<PAGE>
                  (FORM OF FACE OF COUPON ON BEARER SECURITIES)

        ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
        SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
        INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a)
        OF THE UNITED STATES INTERNAL REVENUE CODE.

                             THERMOLASE CORPORATION
                 (Incorporated in the Commonwealth of Delaware)

               4 3/8% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2004

                                                     No:  _____________

                                                     U.S.$____________

                                                     Due: 

             Unless the Security to which this coupon appertains shall
        have been called for redemption prior to the due date hereof and
        payment thereof duly provided for or shall have been converted,
        Thermo Cardiosystems Inc. (herein called the "Company") shall,
        subject to and in accordance with the terms and conditions of the
        Bearer Security and the Fiscal Agency Agreement dated as of
        August 12, 1997 among the Company, Thermo Electron Corporation,
        as guarantor, and Bankers Trust Company, as Fiscal Agent, pay to
        the bearer, on the date set forth herein upon surrender hereof,
        the amount shown hereon (together with any Additional Amount in
        respect thereof which the Company may be required to pay
        according to the terms of said Bearer Security) at the paying
        agencies set out on the reverse hereof or at such other places
        outside the United States of America, its territories and its
        possessions as the Company may determine from time to time, by
        United States dollar check drawn on a bank in the City of New
        York, or (if arrangements satisfactory to the Company and the
        Fiscal Agent are made) wire transfer to a United States dollar
        account maintained by the bearer at a bank outside the United
        States of America, its territories and its possessions, being
        one-half year's interest then payable on said Security.

                                           THERMOLASE CORPORATION

                                           By:_______________________
                                                Name:
                                                Title:
        Attest:

        __________________________

                                       A-9PAGE
<PAGE>
                               [Reverse of Coupon]

        Bankers Trust Company              Bankers Trust Luxembourg, S.A.
        1 Appold Street                    14 Boulevard, F.D. Roosevelt
        Broadgate, London EC2A 2HE         L-2450 Luxembourg, Luxembourg
        England

                                      A-10PAGE
<PAGE>
              (FORM OF REVERSE OF REGISTERED AND BEARER SECURITIES)
                                         
                     Terms and Conditions of the Securities

             1.   General.

                 (a)   This Security is one of a duly authorized issue of
        Securities of the Company designated as its 4 3/8% Convertible
        Subordinated Debentures Due 2004 (herein called the
        "Securities").  The Company, for the benefit of the holders from
        time to time of the Securities, has entered into a Fiscal Agency
        Agreement dated as of August 12, 1997 (the "Fiscal Agency
        Agreement") among the Company, Thermo Electron Corporation, a
        corporation duly organized and existing under the laws of the
        State of Delaware, as Guarantor (the "Guarantor") and Bankers
        Trust Company, as Fiscal Agent, Paying Agent, Transfer Agent,
        Security Registrar and Principal Conversion Agent (the "Fiscal
        Agent"), to which Fiscal Agency Agreement reference is hereby
        made for a statement of the respective rights, limitations of
        rights, duties and immunities thereunder of the Company, the
        Guarantor, the Fiscal Agent, and the holders of Securities and
        any coupons appertaining thereto and of the terms upon which the
        Securities are, and are to be, authenticated and delivered.  The
        holders of the Securities will be entitled to the benefits of, be
        bound by, and be deemed to have notice of, all of the provisions
        of the Fiscal Agency Agreement.  A copy of the Fiscal Agency
        Agreement is on file and may be inspected at the office of paying
        agencies appointed by the Company.

                  (b)  The Securities are issuable as bearer securities
        (the "Bearer Securities"), with interest coupons attached, in the
        denominations of U.S. $1,000 and U.S. $10,000, and as registered
        securities (the "Registered Securities"), without coupons, in
        denominations of U.S. $1,000 and integral multiples thereof.  The
        Registered Securities, and transfers thereof, shall be registered
        as provided in Section 8 hereof and in the Fiscal Agency
        Agreement.  The holder of any Bearer Security or any coupon and
        the registered holder of a Registered Security shall (to the
        fullest extent permitted by applicable law) be treated at all
        times, by all persons and for all purposes as the absolute owner
        of such Security or coupon, as the case may be, regardless of any
        notice of ownership, theft or loss or of any writing thereon.

                  (c)  The Securities are direct and unsecured
        obligations of the Company, subordinated as set forth in Section
        7 hereof.  There are no restrictions herein on other indebtedness
        or securities which may be incurred or issued by the Company.

             2.   Additional Amounts.  The Company will pay to the holder
        of this Security or of any coupon appertaining hereto who is a
        United States Alien (as defined below) such additional amounts
        ("Additional Amounts") as may be necessary in order that every
        net payment of the principal of, premium, if any, and interest on

                                      A-11PAGE
<PAGE>
        this Security,  after withholding for or on account of any
        present or future tax, assessment or governmental charge imposed
        upon or as a result of such payment by the United States or any
        political subdivision or taxing authority thereof or therein,
        will not be less than the amount provided herein or in any coupon
        appertaining hereto to be then due and payable; provided,
        however, that the foregoing obligation to pay Additional Amounts
        shall not apply to any one or more of the following:

                  (a)  any tax, assessment or other governmental charge
        which would not have been so imposed but for (i) the existence of
        any present or former connection between such holder (or between
        a fiduciary, settlor, beneficiary, member or stockholder of, or a
        person holding a power over, such holder, if such holder is an
        estate, trust, partnership or corporation) and the United States,
        including, without limitation, such holder (or such fiduciary,
        settlor, beneficiary, member, stockholder or person holding a
        power) being or having been a citizen or resident or treated as a
        resident thereof or being or having been engaged in a trade or
        business therein or being or having been present therein or
        having or having had a permanent establishment therein, or (ii)
        such holder's present or former status as a personal holding
        company, foreign personal holding company, passive foreign
        investment company, foreign private foundation or other foreign
        tax-exempt entity or controlled foreign corporation for United
        States tax purposes or a corporation which accumulates earnings
        to avoid United States Federal income tax, or (iii) such holder's
        status as a bank extending credit pursuant to a loan agreement
        entered into in the ordinary course of business;

                  (b)  any tax, assessment or other governmental charge
        which would not have been so imposed but for the presentation by
        the holder of this Security or any coupon appertaining hereto for
        payment on a date more than 10 days after the date on which such
        payment became due and payable or on the date on which payment
        thereof is duly provided, whichever occurs later;

                  (c)  any estate, inheritance, gift, sales, transfer or
        personal property tax or any similar tax, assessment or other
        governmental charge;

                  (d)  any tax, assessment or other governmental charge
        which would not have been imposed but for the failure to comply
        with certification, information, documentation or other reporting
        requirements concerning the nationality, residence, identity or
        present or former connection with the United States of the holder
        or beneficial owner of such Security or any related coupon if
        such compliance is required by statute, regulation or ruling of
        the United States or any political subdivision or taxing
        authority thereof as a precondition to relief or exemption from
        such tax, assessment or other governmental charge;

                  (e)  any tax, assessment or other governmental charge
        which is payable otherwise than by deduction or withholding from

                                      A-12PAGE
<PAGE>
        payments of principal of and premium, if any, or interest on this
        Security;

                  (f)  any tax, assessment or other governmental charge
        imposed on interest received by a person holding, actually or
        constructively, 10% or more of the total combined voting power of
        all classes of stock of the Company entitled to vote;

                  (g)  any tax, assessment or other governmental charge
        required to be withheld by any paying agent from any payment of
        principal of, or premium, if any, or interest on this Security or
        interest on any coupon appertaining thereto if such payment can
        be made without such withholding by any other paying agent; or

                  (h)  any tax, assessment, or other governmental charge
        imposed on the disposition of this Security by a person holding
        at any time, actually or constructively, Securities having a fair
        market value in excess of the greater of the fair market value of
        5 percent of (i) the Company's Common Stock or (ii) the
        Securities;

             nor will Additional Amounts be paid with respect to any
        payment of the principal of, premium, if any, or interest on this
        Security (or cash in lieu of issuance of shares of Common Stock
        upon conversion) to a person other than the sole beneficial owner
        of such payment, or that is a partnership or fiduciary to the
        extent such beneficial owner, member of such partnership or
        beneficiary or settlor with respect to such fiduciary would not
        have been entitled to the payment of Additional Amounts had such
        beneficial owner, member, beneficiary or settlor been the holder
        of this Security or any coupon appertaining hereto;

             The term "United States Alien" means any person who, for
        United States Federal income tax purposes, is a foreign
        corporation, a non-resident alien individual, a foreign
        partnership, or an estate or trust the income of which is not
        subject to United States Federal income tax regardless of its
        source, and the term "United States" means the United States of
        America (including the several States and the District of
        Columbia), its territories, its possessions and other areas
        subject to its jurisdiction.

             Except as specifically provided herein and in the Fiscal
        Agency Agreement, the Company shall not be required to make any
        payment with respect to any tax, assessment or other governmental
        charge imposed by any government or any political subdivision or
        taxing authority thereof or therein.

             Whenever any Additional Amounts are to be paid on the
        Securities, the Company will give notice to the Guarantor, the
        Fiscal Agent, the Principal Paying Agent and any paying agency of
        the Company, all as provided in the Fiscal Agency Agreement.

                                      A-13PAGE
<PAGE>
             3.   Redemption.

                  (a)  The Company, at its option, may redeem the
        Securities, in whole or in part, at any time on or after August
        15, 2000 upon notice as hereinafter prescribed, at a redemption
        price equal to 100% of the principal amount thereof, together
        with accrued interest to the redemption date.  In the event of a
        partial redemption, the Securities to be redeemed will be
        selected by the Fiscal Agent not more than 75 days before the
        date fixed for redemption by such method as the Fiscal Agent
        shall deem fair and appropriate. Provisions of this Security that
        apply to Securities called for redemption also apply to portions
        of Securities called for redemption.  The Fiscal Agent shall
        notify the Company promptly of the Securities or portions of
        Securities to be called for redemption.

                  (b)  If, at any time, the Company shall determine that
        as a result of any change in or amendment to the laws or any
        regulations or rulings of the United States or any political
        subdivision or taxing authority thereof or therein affecting
        taxation, or any amendment to, or change in, an official
        application or interpretation of such laws, regulations or
        rulings, which amendment or change is announced or becomes
        effective on or after August 5, 1997, the Company has or will
        become obligated to pay to the holder of any Security (other than
        the Registered Securities) or coupon Additional Amounts and such
        obligation cannot be avoided by the Company taking reasonable
        measures available to it, then the Company may, at its election
        exercised at any time when such conditions continue to exist,
        redeem such Securities as a whole but not in part, upon notice as
        hereinafter prescribed, at a redemption price equal to 100% of
        the principal amount, together with accrued interest, if any, to
        the date fixed for redemption; provided that no such notice of
        redemption shall be given earlier than 90 days prior to the
        earliest date on which the Company would be obligated to pay such
        Additional Amounts were a payment in respect of such Securities
        then due; and provided further that, at the time such notice is
        given, such obligations to pay such Additional Amounts remains in
        effect.

             Prior to any redemption of the Securities pursuant to the
        preceding paragraph, the Company shall provide the Fiscal Agent
        with one or more certificates (signed by the President or any
        Vice President and the Treasurer or the Secretary) of the Company
        on which the Fiscal Agent may conclusively rely to the effect
        that the Company is entitled to redeem such Securities pursuant
        to such paragraph and that the conditions precedent to the right
        of the Company to redeem such Securities pursuant to such
        paragraph have occurred and a written opinion of counsel (who may
        be an employee of the Company or the Guarantor) stating that all
        legal conditions precedent to the right of the Company to redeem
        such Securities pursuant to such paragraph have occurred.

                                      A-14PAGE
<PAGE>
                  (c)  Except as set forth in the next succeeding
        paragraph, the Company shall redeem the Bearer Securities as a
        whole but not in part, upon notice as hereinafter prescribed, at
        100% of their principal amount, together with interest accrued to
        the date fixed for redemption, less applicable withholding taxes,
        if any, plus any applicable Additional Amounts payable, in the
        event that the Company determines that payment of principal of,
        premium, if any, or interest on a Bearer Security or a coupon
        appertaining thereto made outside the United States by the
        Company or a paying agent, based on a written opinion of counsel,
        would under any present or future laws or regulations of the
        United States be subject to any certification, identification or
        information reporting requirement with regard to the nationality,
        residence or identity of a beneficial owner of a Bearer Security
        or a coupon appertaining thereto who is a United States Alien
        (other than a requirement (a) that would not be applicable to a
        payment made by the Company or any one of its paying agents (i)
        directly to the beneficial owner or (ii) to a custodian, nominee
        or other agent of the beneficial owner, or (b) that can be
        satisfied by the custodian, nominee or other agent certifying
        that the beneficial owner is a United States Alien, provided,
        however, in each case referred to in clauses (a)(ii) and (b),
        payment by such custodian, nominee or other agent of the
        beneficial owner is not otherwise subject to any such
        requirement).  The Company shall make such determination on the
        basis of a written opinion of counsel and will notify the Fiscal
        Agent thereof in writing as soon as practicable, stating in the
        notice the effective date of such certification, identification,
        or information reporting requirement and the dates within which
        the redemption shall occur, and the Fiscal Agent shall give
        prompt notice thereof to the holders of the Securities in
        accordance with the Fiscal Agency Agreement.  The Company shall
        determine the redemption date by notice to the Fiscal Agent at
        least 75 days before the redemption date, unless shorter notice
        is acceptable to the Fiscal Agent.  Such redemption of the Bearer
        Securities must take place on such date, not later than one year
        after the publication of the initial notice of the Company's
        determination of the existence of such certification,
        identification or information reporting requirement.  The Company
        shall not so redeem the Bearer Securities, however, if the
        Company, based on a written opinion of counsel, determines not
        less than 30 days prior to the date fixed for redemption, that no
        such payment would be subject to any requirement described above,
        in which case the Company shall notify the Fiscal Agent, which
        shall give prompt notice of that determination in accordance with
        the Fiscal Agency Agreement and any earlier redemption notice
        shall thereupon be revoked and of no further effect.

             Notwithstanding the next preceding paragraph, if and so long
        as the certification, identification or information reporting
        requirement referred to in the next preceding paragraph would be
        fully satisfied by payment of United States withholding, backup
        withholding or similar taxes, the Company may elect, prior to
        publication of the notice of redemption and in lieu of redemption

                                      A-15PAGE
<PAGE>
        of the Bearer Securities, to have the provisions of this
        paragraph apply in lieu of the provisions of the next preceding
        paragraph.  In that event, the Company will pay such Additional
        Amounts (without regard to Section 2 hereof) as are necessary in
        order that, following the effective date of such requirements,
        every net payment made outside the United States by the Company
        or a paying agent of the principal of, premium, if any, and
        interest on a Bearer Security or a coupon appertaining thereto to
        a holder who is a United States Alien (without regard to a
        certification, identification or information reporting
        requirement as to the nationality, residence or identity of such
        holder), after deduction for United States withholding, backup
        withholding or similar taxes (other than a tax (i) that would not
        be applicable in the circumstances referred to in the
        parenthetical clause of the first sentence of the next preceding
        paragraph or (ii) are imposed as a result of presentation of such
        Bearer Security or coupon for payment more than 10 days after the
        date on which such payment becomes due and payable or on which
        payment thereof is duly provided for, whichever occurs later),
        will not be less than the amount provided in the Bearer Security
        or the related coupon to be then due and payable.  If the Company
        elects to pay such Additional Amounts and as long as it is
        obligated to pay such Additional Amounts, the Company may
        subsequently redeem the Bearer Securities, at any time, in whole
        but not in part, upon not more than 60 days nor less than 30 days
        notice, given as hereinafter prescribed, at 100% of their
        principal amount, plus accrued interest to date fixed for
        redemption and Additional Amounts, if any.

                  (d)  Each Security is subject to redemption in whole or
        in part (which shall be in a principal amount hereof which is
        U.S. $1,000 or an integral multiple thereof) at the option of the
        holder thereof on any Holder Redemption Date (as defined below)
        at a redemption price equal to 100% of the principal amount
        thereof, together with accrued interest, if a Redemption Event
        shall occur or have occurred.  For purposes hereof a "Redemption
        Event" shall have occurred if the Company's Common Stock (or
        other equity securities into which the Securities are then
        convertible) is neither listed for trading on a United States
        national securities exchange nor approved for trading on an
        established automated over-the-counter trading market in the
        United States.  The "Holder Redemption Date" with respect to any
        Redemption Event shall be the ninetieth day after the later of
        the Exchange Date or the date a Redemption Event has occurred.

             Notwithstanding the fact that a Security or a portion
        thereof is called for redemption by the Company, each holder of a
        Security desiring to exercise the option for redemption set forth
        in this Section 3(d) shall, as a condition to such redemption, on
        or before the close of business on the fifth day prior to the
        Holder Redemption Date, surrender the Security to be redeemed in
        whole or in part together with the redemption notice hereon duly
        executed at the place or places specified in the notice required
        by Section 3(e) and otherwise comply with the provisions of

                                      A-16PAGE
<PAGE>
        Section 3(f).  A holder of a Security who has tendered a
        redemption notice (i) will be entitled to revoke its election by
        delivering a written notice of such revocation together with the
        holder's non-transferable receipt for such Security to the office
        or agency of the Company designated as the place for the payment
        of the Securities to be so redeemed on or before the Holder
        Redemption Date and (ii) will retain the right to convert its
        Securities into shares of Common Stock of the Company to the
        extent set forth in Section 4.

                  (e)  Notice of redemption will be given by publication
        in Authorized Newspapers (as defined in the Fiscal Agency
        Agreement) on a Business Day (as defined in the Fiscal Agency
        Agreement) in New York City and in London and, if the Securities
        are listed on the Luxembourg Stock Exchange and so long as listed
        thereon, in an Authorized Newspaper in Luxembourg, or, if either
        publication in London or Luxembourg is not practical, in an
        Authorized Newspaper in any country in Western Europe, and by
        mail to holders of Registered Securities, all as provided in the
        Fiscal Agency Agreement.  In the case of a redemption in whole at
        the option of the Company, notice will be given once not more
        than 60 nor less than 30 days prior to the date fixed for
        redemption.  In the case of a partial redemption at the option of
        the Company, notice will be given twice, the first such notice to
        be given not more than 75 nor less than 60 days prior to the date
        fixed for redemption and the second such notice to be given not
        more than 60 nor less than 30 days prior to the date fixed for
        redemption.  In the case of a redemption by the Company at the
        option of a holder of a Security pursuant to Section 3(d) hereof,
        notice will be given by the Fiscal Agent setting forth the
        information described below not later than 10 days after the
        later of the Exchange Date or the occurrence of a Redemption
        Event. Neither the failure to give notice nor any defect in any
        notice given to any particular holder of a Security shall affect
        the sufficiency of any notice with respect to other Securities.

             Notices relating to the redemption of Securities whether at
        the option of the Company or the holder hereof shall specify: the
        date fixed for redemption or the Holder Redemption Date, as the
        case may be; the redemption price; the date the conversion
        privilege expires; the place or places of payment; and that
        payment will be made upon presentation and surrender of the
        Securities to be redeemed, together, in the case of a Bearer
        Security, with all appurtenant coupons, if any, maturing
        subsequent to the date fixed for redemption; and that interest
        accrued to the date fixed for redemption (unless the redemption
        date is an interest payment date) will be paid as specified in
        such notice; and that, on and after said date, interest thereon
        will cease to accrue.  In the case of a redemption by the Company
        at the option of the holder of a Security pursuant to Section
        3(d), the notices given by the Fiscal Agent informing a holder of
        such holder's entitlement to redeem shall also specify that a
        holder electing redemption will be entitled to revoke its
        election by delivering a written notice of such revocation,

                                      A-17PAGE
<PAGE>
        together with the holder's non-transferable receipt for such
        Security, to the agency designated by the Company as the place
        for the payment of the Securities to be so redeemed not later
        than the fifth day prior to the Holder Redemption Date.  In the
        case of a redemption in part at the option of the Company,
        notices shall specify the aggregate principal amount of
        Securities to be redeemed and the aggregate principal amount of
        Securities outstanding after such partial redemption.  The first
        notice shall specify the last date on which exchanges or
        transfers of Securities may be made, and the second notice shall
        specify the serial numbers of the Securities and the portions
        thereof called for redemption.  In the case of a redemption in
        whole or in part by the Company, notices shall specify the date
        the conversion privilege expires in accordance with Section 4(a)
        hereof.  Such notices shall also state that the conditions
        precedent, if any, to such redemption have occurred.

                  (f)  If (i) notice of redemption has been given in the
        manner set forth in Section 3(e) hereof with respect to
        Securities to be redeemed at the option of the Company, or (ii)
        notice of redemption has been given by the holder of a Security
        to be redeemed pursuant to Section 3(d) hereof, the Securities so
        to be redeemed shall become due and payable on the applicable
        redemption date specified in such notice and upon presentation
        and surrender of the Securities at the place or places specified
        in the notices given by the Company with respect to such
        redemption, together in the case of Bearer Securities with all
        appurtenant coupons, if any, maturing subsequent to the
        redemption date and any related matured defaulted coupons, the
        Securities shall be paid and redeemed by the Company, at the
        places and in the manner and currency herein specified and at the
        redemption price together with accrued interest, if any, to the
        redemption date; provided, however, that interest due in respect
        of coupons maturing on or prior to the redemption date shall be
        payable only upon the presentation and surrender of such coupons
        (at an office or agency located outside of the United States of
        America).  If any Bearer Security surrendered for redemption
        shall not be accompanied by all appurtenant coupons maturing
        after the redemption date and any related mature defaulted
        coupons, such Security may be paid after deducting from the
        amount otherwise payable an amount equal to the face amount of
        all such missing coupons, or the surrender of such missing coupon
        or coupons may be waived by the Company and the Fiscal Agent if
        they are furnished with such security or indemnity as they may
        require to save each of them and each other paying agency of the
        Company harmless.  From and after the redemption date, if monies
        for the redemption of Securities shall have been available at the
        office of the Fiscal Agent for redemption on the redemption date,
        the Securities shall cease to bear interest, the coupons for
        interest appertaining to Bearer Securities maturing subsequent to
        the redemption date shall be void, the only right of the holders
        of such Securities shall be to receive payment of the redemption
        price together with accrued interest to the redemption date.  If
        monies for the redemption of the Securities are not made

                                      A-18PAGE
<PAGE>
        available by the Company for payment until after the redemption
        date, the Securities shall not cease to bear interest until such
        monies have been so made available.

                  (g)  Accrued interest payable on any Registered
        Security that is redeemed will be payable against surrender of
        such Registered Security in the manner described in this Section
        with respect to payments of principal on Registered Securities,
        except that interest on any Registered Security that is redeemed
        on a date after the close of business on any interest Record Date
        and on or before the next succeeding Interest Payment Date, shall
        be paid to the holder of record of such Registered Security on
        the interest Record Date.

             4.   Conversion.

                  (a)  Subject to and upon compliance with the provisions
        of the Fiscal Agency Agreement, a holder of Securities is
        entitled, at its option, at any time on or after the date that is
        the later of (i) the Exchange Date and (ii) the date of the
        effectiveness of the Registration Statement to be filed by the
        Company under the Securities Act relating to the Common Stock
        issuable upon conversion of the Restricted Securities (the
        "Registration Date") and on or before the close of business on
        July 31, 2004 or in the case of a Security or portion thereof
        that is called for redemption by the Company, or the holder
        thereof elects to have such Security or portion thereof redeemed
        by the Company pursuant to Section 3(d) hereof, then in respect
        of such Security or such portion thereof until and including, but
        (unless the Company and the Guarantor default in making the
        payment due upon redemption) not after, the close of business on
        the 15th day next preceding the date fixed for redemption (or if
        such date is not a business day, as described in Section 11
        hereof in New York City, then the next succeeding business day),
        to convert such Security (or any portion of the principal amount
        thereof which is U.S. $1,000 or an integral multiple thereof), at
        the principal amount thereof, or of such portion, into fully paid
        and nonassessable shares ("Conversion Shares")  (calculated as to
        each conversion to the nearest 1/1000 of a share) of common
        stock, par value $.01 per share of the Company ("Common Stock"),
        at a Conversion Price equal to U.S. $17.385 aggregate principal
        amount of Securities for each Conversion Share (the "Conversion
        Price") (or at the current adjusted Conversion Price if an
        adjustment has been made as provided herein) by surrender of the
        Security, or in the case of a Security submitted for redemption
        pursuant to Section 3(d) hereof, satisfactory evidence of such
        submission, together with (i) if a Bearer Security, all unmatured
        coupons and any matured coupons in default appertaining thereto,
        and if a Registered Security (if so required by the Company or
        the Fiscal Agent), instruments of transfer in form satisfactory
        to the Company and the Fiscal Agent, duly executed by the
        registered holder or by his duly authorized attorney, and (ii)
        the conversion notice hereon duly executed (x) at the principal
        corporate trust office of the Fiscal Agent, or at such other

                                      A-19PAGE
<PAGE>
        office or agency of the Company as may be designated by it for
        such purpose in New York City, or (y) subject to any laws or
        regulations applicable thereto and subject to the right of the
        Company to terminate the appointment of any such conversion
        agency, at the office of the Principal Paying Agent in London,
        and if the Securities are listed on the Luxembourg Stock Exchange
        and so long as listed thereon, Bankers Trust Luxembourg, S.A, 14
        Boulevard, F.D. Roosevelt, L-2450 Luxembourg, Luxembourg or at
        such other offices or agencies as the Company may designate.

             In lieu of issuing shares of Common Stock upon such
        conversion, the Company may elect, in its sole discretion, to pay
        cash (including Additional Amounts, if any) in respect of all or
        a portion of the shares of Common Stock otherwise issuable upon
        such conversion based on the Market Price of such shares, all as
        provided in the Fiscal Agency Agreement.

                  (b)  In the case of a conversion after the close of
        business on a Record Date next preceding any interest payment
        date and before the opening of business on such interest payment
        date, the holder of record of a Registered Security at such
        Record Date is to receive an installment of interest on the
        interest payment date.  No payment or adjustment shall be made
        upon any conversion for dividends on the Common Stock delivered
        on conversion.  Except as set forth in the first sentence of this
        subsection (b), accrued interest from the immediately preceding
        interest payment date until the date of conversion (together with
        any Additional amounts, if any, thereon) will be paid to the
        holder within five business days after presentment for conversion
        on account of any interest accrued on the Securities surrendered
        for conversion, except that interest on Registered Securities
        surrendered for conversion after the close of business on a
        Record Date and before the opening of business on the next
        succeeding interest payment date shall be paid in an amount equal
        to the interest payable on such interest payment date on the
        principal amount being surrendered for conversion.  No fractions
        of shares or scrip representing fractions of shares will be
        issued or delivered on conversion, but instead of any fractional
        interest the Company shall pay a cash adjustment as provided in
        the Fiscal Agency Agreement.  Such conversion shall be so
        effected by the Company, except payment of accrued interest
        (together with Additional Amounts, if any, thereon) which will be
        paid by the  Paying Agent in accordance with the provisions for
        payment of interest (together with Additional Amounts, if any,
        thereon) set forth herein.

                  (c)  (i)  In case at any time the Company shall pay or
        make a dividend or other distribution on any class of capital
        stock of the Company in shares of Common Stock, the Conversion
        Price in effect at the opening of business on the day following
        the date fixed for the determination of stockholders entitled to
        receive such dividend or other distribution shall be reduced so
        that the same shall equal the price determined by multiplying
        such Conversion Price by a fraction of which the numerator shall

                                      A-20PAGE
<PAGE>
        be the number of shares of Common Stock outstanding at the close
        of business on the date fixed for such determination and the
        denominator shall be the sum of such number of shares and the
        total number of shares of Common Stock constituting such dividend
        or other distribution, such adjustment to become effective
        immediately after the opening of business on the day following
        the date fixed for such determination.

                       (ii) In the case at any time the Company shall (A)
        subdivide its outstanding shares of Common Stock, (B) combine its
        outstanding shares of Common Stock into a smaller number of
        shares, or (C) issue by reclassification of its shares of Common
        Stock (including any such reclassification in connection with a
        consolidation or merger in which the Company is the continuing
        corporation) any shares of capital stock, the Conversion Price in
        effect at the effective date of such subdivision, combination or
        reclassification shall be proportionately adjusted so that the
        holder of any Security surrendered for conversion after such time
        shall be entitled to receive the aggregate number and kind of
        shares which, if such Security had been converted immediately
        prior to such time, the holder would have owned upon such
        conversion and been entitled to receive upon such subdivision,
        combination or reclassification.  Such adjustment shall become
        effective immediately after the effectiveness of such
        subdivision, combination or reclassification.  Such adjustment
        shall be made successively whenever any event listed above shall
        occur.

                       (iii)  In case at any time the Company shall fix a
        record date for the issuance of rights or warrants to all holders
        of its Common Stock entitling them to subscribe for or purchase
        Common Stock at a price per share less than the current market
        price per share of Common Stock (determined as provided in
        paragraph (v) of this subsection (c)) on such record date, the
        Conversion Price in effect at the opening of business on the day
        following such record date shall be reduced so that the same
        shall equal the price determined by multiplying such Conversion
        Price by a fraction of which the numerator shall be the number of
        shares of Common Stock outstanding at the close of business on
        such record date plus the number of shares of Common Stock which
        the aggregate of the offering price of the total number of shares
        so offered for subscription or purchase would purchase at such
        current market price per share of Common Stock and the
        denominator shall be the number of shares of Common Stock
        outstanding at the close of business on such record date plus the
        number of shares so offered for subscription or purchase, such
        reduction to become effective immediately after the opening of
        business on the day following such record date.  Such reduction
        shall be made successively whenever such a record date is fixed;
        and in the event that such rights or warrants are not so issued,
        the Conversion Price shall again be adjusted to be the Conversion
        Price which would then be in effect if such record date had not
        been fixed.

                                      A-21PAGE
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                       (iv) In case at any time the Company shall fix a
        record date for the making of a distribution, by dividend or
        otherwise, to all holders of its shares if Common Stock, of
        evidences of its indebtedness or assets (including securities,
        but excluding any dividend or distribution referred to in
        paragraph (i) of this subsection (c), any rights or warrants
        referred to in paragraph (iii) of this subsection (c), and any
        dividend or distribution paid in cash out of the retained
        earnings of the Company), then in each such case the Conversion
        Price in effect after such record date shall be determined by
        multiplying the Conversion Price in effect immediately prior to
        such record date by a fraction, of which numerator shall be the
        total number of outstanding shares of Common Stock multiplied by
        the current market price per share of Common Stock (determined as
        provided in paragraph (v) of this subsection (c)) on such record
        date, less the fair market value (as determined by the Board of
        Directors of the Company, whose determination shall be conclusive
        and described in a statement filed with the Fiscal Agent) of the
        portion of the assets or evidences of indebtedness so to be
        distributed, and of which denominator shall be the total number
        of outstanding shares of Common Stock multiplied by such current
        market price per share of Common Stock.  Such adjustment shall be
        made successively whenever such a record date is fixed; and in
        the event that such distribution is not so made, the Conversion
        Price shall again be adjusted to be the Conversion Price which
        would then be in effect if such record date has not been fixed.

                       (v)  For the purpose of any computation under
        paragraphs (iii) and (iv) of this subsection (c), the current
        market price per share of Common Stock on any date shall be
        deemed to be the average of the Closing Prices (as defined below)
        for the 15 consecutive trading days upon which the principal
        trading market for the Common Stock is open and selected by the
        Company commencing not less than 20 nor more than 30 days before
        the day in question.  The "Closing Price" for any day shall be
        the last reported sales prices regular way or, in case no such
        reported sale takes place on such day, the average of the
        reported closing bid and asked prices regular way, in either case
        on the American Stock Exchange or, if the Common Stock is not or
        admitted to trading on such exchange, on the principal national
        securities exchange on which the Common Stock is listed or
        admitted to trading or, if not listed or admitted to trading on
        any national securities exchange, the closing sale price quoted
        on the Nasdaq National Market, or if not so quoted, as determined
        by the Company.

                       (vi) The Company may make such adjustments in the
        Conversion Price, in addition to those required by paragraphs
        (i), (ii) and, (iii) selected by the Company of this section, as
        it considers to be advisable in order that any event treated for
        United States Federal income tax purposes as a dividend of stock
        or stock rights shall not be taxable to the recipients.

                                      A-22PAGE
<PAGE>
                       (vii)  No adjustment in the Conversion Price shall
        be required unless such adjustment would require an increase or
        decrease of at least U.S. $.25 in such Conversion Price;
        provided, however, that any adjustment which by reason of this
        paragraph (vii) is not required to be made shall be carried
        forward and taken into account in any subsequent adjustment.  All
        calculations under this subsection (c) shall be made to the
        nearest cent or to the nearest 1/1000 of a share, as the case may
        be.

                  (d)  Whenever the Conversion Price is adjusted and in
        the event of certain other corporate actions, as herein provided,
        the Company shall give notice, all as provided in the Fiscal
        Agency Agreement.

                  (e)  The Company shall file, as soon as practicable
        following the Closing Date, a shelf registration statement with
        the United States Securities and Exchange Commission covering the
        resale of the shares of Common Stock issuable upon conversion of
        the Securities ("Registrable Securities"); provided that any
        holder of any  Securities or Registrable Securities shall not
        sell any shares pursuant to such registration statement unless
        and until it provides to the Company such information as the
        Company may reasonably request for use in connection with the
        identification of such holder as a selling stockholder in such
        registration statement, or any prospectus included therein, and
        no such sale shall be made by such holder pursuant to such
        registration statement unless and until such information is
        included by the Company in such registration statement or
        prospectus.  The Company shall in good faith use its best efforts
        and at its cost to cause such registration statement to be
        declared effective as promptly as practicable thereafter and to
        include in such registration statement the information provided
        by a holder as a selling stockholder and shall notify the Fiscal
        Agent of the effectiveness thereof and agrees to use its best
        efforts to (i) cause all registrations with, and to obtain any
        approvals by, any governmental authority under any Federal or
        state law of the United States that may be required in connection
        with the conversion of the Securities into Common Stock and the
        resale thereof, (ii) maintain the effectiveness of such
        registrations until the date that Rule 144(k) under the
        Securities Act is available for the resale of the shares of
        Common Stock issuable upon conversion of the Restricted
        Securities (or other securities issuable upon conversion of the
        Securities) and (iii) to list the shares of Common Stock required
        to be issued or delivered upon conversion of Securities (or other
        securities issuable upon conversion of the Securities) prior to
        such issue or delivery on such national securities exchange or
        automated over-the-counter trading market where such Common Stock
        is listed or traded at the time of such delivery. The Company and
        the Guarantor, jointly and severally, shall, without limitation
        as to time, indemnify and hold harmless, to the fullest extent
        permitted by law, each holder of Registrable Securities, the
        officers, directors and agents and employees of each of them,

                                      A-23PAGE
<PAGE>
        each person who controls such holder (within the meaning of
        Section 15 of the Securities Act or Section 20 of the Securities
        Exchange Act of 1934, as amended) and the officers, directors,
        agents and employees of any such controlling person, from and
        against all losses, claims, damages, liabilities, costs
        (including, without limitation, the costs of preparation and
        attorneys' fees) and expenses (collectively, "Losses"), as
        incurred, arising out of or based upon any untrue or alleged
        untrue statement of a material fact contained in any such
        registration statement, or related prospectus or in any amendment
        or supplement thereto, or arising out of or based upon any
        omission or alleged omission to state therein a material fact
        required to be stated therein or necessary to make the statements
        therein not misleading, except insofar as the same are based
        solely upon information, if any, furnished in writing to the
        Company by such holder expressly for use therein; provided, that
        the Company shall not be liable to any holder of Registrable
        Securities to the extent that any such Losses arise out of or are
        based upon an untrue statement or alleged untrue statement or
        omission or alleged omission made in any preliminary prospectus
        if either (a)(i) such holder failed to send or deliver as
        required a copy of the final prospectus with or prior to the
        delivery of written confirmation of the sale by such holder of a
        Registrable Security to the person asserting the claim from which
        such Losses arise and (ii) the prospectus would have completely
        corrected such untrue statement or alleged untrue statement or
        such omission or alleged omission; or (b)(i) such untrue
        statement or alleged untrue statement, omission or alleged
        omission is completely corrected in an amendment or supplement to
        the prospectus and (ii) having previously been furnished by or on
        behalf of the Company with copies of the prospectus as so amended
        or supplemented, such holder thereafter fails to deliver as
        required such prospectus as so amended or supplemented, prior to
        or concurrently with the sale of a Registrable Security to the
        person asserting the claim from which such Losses arise. Promptly
        after receipt by an indemnified party under this Paragraph (e) of
        notice of any claim or the commencement of any action, the
        indemnified party shall, if a claim in respect thereof is to be
        made against the Company or the Guarantor under this Paragraph
        (e) notify the Company and the Guarantor in writing of the claim
        or the commencement of that action; provided, however, that the
        failure to notify the Company or the Guarantor shall not relieve
        it from any liability which it may have to an indemnified party
        otherwise than under this Paragraph (e).  If any such claim or
        action shall be brought against an indemnified party, the Company
        and the Guarantor shall be entitled to participate therein and,
        to the extent that they wish, to assume the defense thereof.
        After notice from the Company or the Guarantor to the indemnified
        party of its election to assume the defense of such claim or
        action, neither the Company nor the Guarantor shall be liable to
        the indemnified party under this Paragraph (e) for any legal or
        other expenses subsequently incurred by the indemnified party in
        connection with the defense thereof; provided, however, if the
        defendants in any such action include both an indemnified party

                                      A-24PAGE
<PAGE>
        and the Company or the Guarantor and the indemnified party shall
        have reasonably concluded that there may be legal defenses
        available to it and for other indemnified parties that are
        different from or additional to those available to the Company or
        the Guarantor, the indemnified party or parties under this
        Paragraph (e) shall have the right to employ not more than one
        counsel to represent them and, in that event, the reasonable fees
        and expenses of not more than one such separate counsel shall be
        paid by the Company or the Guarantor.  Neither the Company nor
        the Guarantor shall be liable for any settlement effected without
        its written consent of any claim or action.

                  (f)  The Company shall, at all times, have reserved and
        available, free from preemptive rights, out of its authorized but
        unissued shares of Common Stock, for the purpose of effecting the
        conversion of Securities, the full number of shares of Common
        Stock then issuable upon the conversion of all Securities (based
        on the aggregate principal amount of Securities outstanding).
        The Company covenants that all shares of Common Stock which may
        be issued or delivered upon conversion of Securities will upon
        issuance be fully paid and nonassessable.

                  (g)  In case of any consolidation with, or merger of
        the Company into, any other corporation, or in case of any merger
        of another corporation into the Company (other than a merger
        which does not result in any reclassification, conversion,
        exchange or cancellation of outstanding shares of Common Stock of
        the Company), or in case of any sale or transfer, in one or more
        transactions, of all or substantially all of the assets of the
        Company (which shall not include the sale or transfer of any
        portion of the assets of the Company to any corporation or
        corporations if each of such corporations immediately following
        such transfer is at least 51% owned, directly or indirectly, by
        the Company, provided that such sale or transfer does not result
        in the reclassification, conversion, exchange or cancellation of
        outstanding shares of Common Stock of the Company), the
        corporation formed by such consolidation or resulting from such
        merger or which acquires such assets, as the case may be, shall
        execute and deliver to the Fiscal Agent an amendment to the
        Fiscal Agency Agreement providing that the holder of each
        Security shall have the right during the period such Security
        shall be convertible as specified in section (a) hereof to
        convert such Security only into the kind and amount of
        securities, cash and other property receivable upon such
        consolidation, merger, sale or transfer by a holder of the number
        of shares of Common Stock of the Company into which such Security
        might have been converted immediately prior to such
        consolidation, merger, sale or transfer assuming, if such
        consolidation, merger, sale or transfer is prior to the period
        such Security shall be convertible as specified in subsection (a)
        hereof, that the Securities were convertible at such time at the
        initial Conversion Price as adjusted from August 5, 1997 to such
        time pursuant to paragraphs (i), (ii), (iii), (iv) and (vi) of
        subsection (c) hereof.  Such amendment shall provide for

                                      A-25PAGE
<PAGE>
        adjustments which, for events subsequent to the effective date of
        such amendment, shall be as nearly equivalent as may be
        practicable to the adjustments provided for herein.  The above
        provisions of this subsection shall similarly apply to successive
        consolidations, mergers, sales or transfers.

             5.   Events of Default.  In the event that any of the
        following ("Events of Default") shall occur and be continuing:

                  (a)  the Company shall fail to pay when due the
        principal of, or premium, if any, on any of the Securities
        whether at maturity or upon redemption or otherwise; or

                  (b)  the Company shall fail to pay any installment of
        interest or any required payment of any Additional Amounts (as
        described in Section 2 hereof) on any of the Securities for a
        period of 10 days after the date when due; or

                  (c)  the Company shall fail duly to perform or observe
        any other term, covenant or agreement contained in any of the
        Securities or in the Fiscal Agency Agreement or the Guarantor
        shall fail to perform or observe any term, covenant or  agreement
        contained in a Guarantee endorsed on any of the Securities or in
        the Fiscal Agency Agreement, for a period of 60 days after the
        date on which written notice of such failure, requiring the
        Company or the Guarantor, as the case may be, to remedy the same,
        shall first have been given to the Company and the Fiscal Agent
        by the holders of at least 25% in aggregate principal amount of
        the Securities at the time outstanding; provided, however, that
        in the event the Company or the Guarantor shall within the
        aforesaid period of 60 days commence legal action in a court of
        competent jurisdiction seeking a determination that the Company
        or the Guarantor, as the case may be, had not failed duly to
        perform or observe the term or terms, covenant or covenants or
        agreement or agreements specified in the aforesaid notice, such
        failure shall not be an Event of Default unless the same
        continues for a period of 10 days after the date of any final
        determination to the effect that the Company or the Guarantor had
        failed to duly perform or observe one or more of such terms,
        covenants or agreements; or

                  (d)  a court having jurisdiction in the premises shall
        enter a decree or order for relief in respect of the Company or
        the Guarantor in an involuntary case or proceeding under any
        applicable bankruptcy, insolvency, reorganization or other
        similar law now or hereafter in effect, or appointing a receiver,
        liquidator, assignee, custodian, trustee, sequestrator (or
        similar official) of the Company or the Guarantor or for any
        substantial part of the property of either of them or ordering
        the winding-up or liquidation of the affairs of either of them
        and such decree or order shall remain unstayed and in effect for
        a period of 20 consecutive days; or

                                      A-26PAGE
<PAGE>
                  (e)  the Company or the Guarantor shall commence a
        voluntary case or proceeding under any applicable bankruptcy,
        insolvency, reorganization or other similar law now or hereafter
        in effect, or shall consent to the entry of an order for relief
        in an involuntary case under any such law, or shall consent to
        the appointment of or taking possession by a receiver,
        liquidator, assignee, trustee, custodian, sequestrator (or
        similar official) of the Company or the Guarantor, as the case
        may be, or for any substantial part of its property, or shall
        make any general assignment for the benefit of creditors, or
        shall admit in writing its inability to pay its debts as they
        become due or shall take any corporate action in furtherance of
        any of the foregoing; or

                  (f)  an event of default, as defined in any indenture
        or instrument evidencing or under which the Company shall have at
        least $25,000,000 outstanding (or its equivalent in another
        currency), in aggregate principal amount of indebtedness for
        borrowed money, shall happen and be continuing and such default
        shall involve the failure to pay the principal of such
        indebtedness (or any part thereof), when due and payable after
        the expiration of any applicable grace period with respect
        thereto, or such indebtedness shall have been accelerated so the
        same shall be or become due and payable prior to the date on
        which the same would otherwise have become due and payable, and
        failure to pay shall not have been cured by the Company within 20
        days after such failure or such acceleration shall not be
        rescinded or annulled within 20 days after notice thereof shall
        have first been given to the Company; provided that if such event
        of default under such indenture or instrument shall be remedied
        or cured by the Company or waived by the holders of such
        indebtedness, then the Event of Default hereunder by reason
        thereof shall be deemed likewise to have been thereupon remedied,
        cured or waived without further action upon the part of any of
        the holders of Securities; then the holder of this Security may,
        at such holder's option, declare the principal of this Security
        and the interest accrued hereon (and Additional Amounts under
        Section 2 hereof, if any, thereon) to be due and payable
        immediately by written notice to the Company, the Guarantor and
        the Fiscal Agent, and if any such Event of Default shall continue
        at the time of receipt of such written notice, the principal of
        this Security and the interest accrued hereon (and Additional
        Amounts, if any, hereon) shall become immediately due and
        payable, subject to the proviso of subsection (c) of this Section
        5. Upon payment of such amount of principal, premium, if any, and
        interest (and Additional Amounts pursuant to Section 2 hereof, if
        any), all of the Company's obligations in respect of payment of
        principal of, premium, if any, and interest on (and Additional
        Amounts, if any, on) this Security shall terminate.  Interest on
        overdue principal, premium, if any, and interest (and Additional
        Amounts, if any) shall accrue from the date on which such
        principal, premium, if any, and interest (and Additional Amounts,
        if any) were due and payable to the date such principal, premium,
        if any, and interest (and Additional Amounts, if any) are paid or

                                      A-27PAGE
<PAGE>
        duly provided for, at the rate borne by the Securities (to the
        extent payment of such interest shall be legally enforceable).
        Any acceleration of this Security pursuant to this Section 5
        shall not affect the subordination provisions of Section 7
        hereof.

             If an Event of Default, as defined in this Section 5, with
        respect to the Securities, or an event which would, with the
        passing of time or the giving of notice, or both, be an Event of
        Default, shall occur and be continuing, the Company or the
        Guarantor, as the case may be, shall within five Business Days of
        becoming aware thereof notify the Company or the Guarantor, as
        the case may be, and the Fiscal Agent in writing of such Event of
        Default, and the Fiscal Agent shall thereupon promptly notify all
        of the holders of the Securities of such Event of Default.

             6.   Merger, Consolidation, Sale, Conveyance or Assumption.

                  (a)  The Company will not merge or consolidate with, or
        sell or convey all or substantially all of its assets to, any
        other corporation, unless (i) either (A) the Company shall be the
        surviving corporation in the case of a merger, (B) the assets
        sold or conveyed shall be owned by a corporation or corporations
        each of which, immediately following such sale or conveyance, is
        at least 51% owned, directly or indirectly, by the Company,
        provided that such sale or conveyance does not result in the
        reclassification, conversion, exchange or cancellation of
        outstanding shares of Common Stock of the Company, or (C) (I) the
        surviving, resulting or transferee corporation shall expressly
        assume the due and punctual payment (including Additional Amounts
        pursuant to Section 2 hereof, if any) of all the Securities,
        according to their tenor, and the due and punctual performance of
        all of the covenants and obligations of the Company under the
        Securities, the coupons and the Fiscal Agency Agreement and (II)
        the Fiscal Agent shall have received the documentation required
        in the context by the Fiscal Agency Agreement, (ii) the
        surviving, resulting or transferee corporation, if not organized
        and validly existing under the laws of the United States, shall
        expressly agree to make payments under the Securities free of any
        deduction or withholding for any and all then existing or future
        withholding taxes, levies, imposts and charges whatsoever imposed
        by or for the account of the jurisdiction where such successor
        corporation is generally subject to taxation (or any political
        subdivision or taxing authority thereof or therein) in a manner
        equivalent to that set forth herein, subject to the exceptions
        contained in such forms of the Securities, and (iii) the Company
        or such successor corporation, as the case may be, shall not,
        immediately after such merger, consolidation, sale or conveyance,
        be in default in the performance of any covenants or obligations
        of the Company under the Securities or the Fiscal Agency
        Agreement.

                  (b)  Upon any merger, consolidation, sale, conveyance
        or assumption as provided in clause (i)(C) of Section 6(a), the

                                      A-28PAGE
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        successor or assuming corporation shall succeed to and be
        substituted for, and may exercise every right and power of and be
        subject to all the obligations of, the Company under the
        Securities and Fiscal Agency Agreement, with the same effect as
        if such successor or assuming corporation had been named as the
        Company therein and herein and the Company shall be released from
        its liability as obligor under the Securities and Fiscal Agency
        Agreement; provided that any successor or assuming corporation
        shall have the right to redeem the Securities pursuant to Section
        3(b) hereof only as a result of circumstances which occur
        subsequent to such merger, consolidation, sale, conveyance or
        assumption and as a result of which the Company would have had
        such right if the Company had remained the obligor on the
        Securities.

             7.   Agreement of Subordination of Securities.

                  (a)  The Company, for itself, its successors and
        assigns, covenants and agrees, and each holder of Securities and
        coupons by his acceptance thereof, likewise covenants and agrees,
        that the payment of the principal of, premium, if any, and
        interest and Additional Amounts (pursuant to Section 2 hereof) on
        each and all of the Securities and coupons is hereby expressly
        subordinated, to the extent and in the manner hereinafter set
        forth, in right of payment to the prior payment in full of all
        Senior Indebtedness of the Company (as defined below).

             "Senior Indebtedness of the Company" or "Senior
        Indebtedness" shall mean the principal of, premium, if any, and
        interest on and all other amounts due on or with respect to the
        following whether outstanding at the date of execution of the
        Fiscal Agency Agreement or thereafter incurred or created:

                  (i)  indebtedness of the Company for money borrowed by
        the Company (excluding the Securities, but including, without
        limitation, purchase money obligations), whether or not evidenced
        by debentures, bonds, notes or other corporate debt securities or
        similar instruments issued by the Company;

                  (ii) obligations to reimburse any bank or other person
        in respect of amounts paid under letters of credit;

                  (iii)  leases of real property, equipment or other
        assets, which leases are capitalized in the Company's financial
        statements in accordance with generally accepted accounting
        principles;

                  (iv) commitment, standby and other fees due and payable
        to financial institutions with respect to credit facilities
        available to the Company;

                  (v)  obligations of the Company under interest rate and
        currency swaps, floors, caps or other similar arrangements
        intended to hedge interest rates or currency exposure;

                                      A-29PAGE
<PAGE>
                  (vi) indebtedness secured by any mortgage, pledge, lien
        or other encumbrance on property which is owned or held by the
        Company subject to such mortgage, pledge, lien or other
        encumbrance, whether or not the indebtedness secured thereby
        shall have been assumed by the Company;

                  (vii)  obligations of the Company constituting
        guarantees of indebtedness of or joint obligations with another
        or others which would be included in the preceding clauses (i),
        (ii), (iii), (iv), (v) or (vi); and

                  (viii)    modifications, renewals, extensions or
        refundings of any of the indebtedness, leases, fees or
        obligations referred to in the preceding clauses (i), (ii),
        (iii), (iv), (v), (vi) or (vii), or debentures, notes or other
        evidences of indebtedness issued in exchange therefor;

        provided that Senior Indebtedness shall not include any
        particular indebtedness, lease, fee, obligation, modification,
        renewal, extension, refunding or exchanged securities if, under
        the express provisions of the instrument creating or evidencing
        the same, or pursuant to which the same is outstanding, such
        indebtedness, lease, fee or obligation or such modification,
        renewal, extension, refunding or exchanged security is stated to
        be not superior in right to payment to the Securities.

                  (b)  (i) In the event of any insolvency or bankruptcy
        proceedings, or any receivership, liquidation, reorganization or
        other similar proceedings in connection therewith, relative to
        the Company or to its creditors, in their capacity as such
        creditors, or to its property, or in the event of any proceedings
        for voluntary liquidation, dissolution or other winding up of the
        Company, whether or not involving insolvency or bankruptcy, or in
        the event of any assignment for the benefit of creditors of the
        Company or any marshalling of assets of the Company, then the
        holders of Senior Indebtedness of the Company shall first be
        entitled to receive payment in full of the principal of (and
        premium, if any, on) and interest, including interest thereon
        accruing after the commencement of any such proceeding, and other
        amounts due on or with respect to, all Senior Indebtedness of the
        Company before the holders of any of the Securities shall be
        entitled to receive any payment on account of the principal of,
        premium, if any, or interest and Additional Amounts (pursuant to
        Section 2 hereof) on the Securities, and to that end the holders
        of Senior Indebtedness of the Company shall be entitled to
        receive for application in payment thereof any payment or
        distribution of any kind or character, whether in cash, property
        or securities, which may be payable or deliverable in any such
        proceedings in respect of the Securities, other than securities
        of the Company as reorganized or readjusted or securities of the
        Company or any other corporation provided for by a plan of
        reorganization or readjustment, the payment of which is
        subordinate, at least to the extent provided in this Section 7

                                      A-30PAGE
<PAGE>
        with respect to the Securities, to the payment of all Senior
        Indebtedness of the Company, provided that the rights of the
        holders of Senior Indebtedness of the Company are not altered by
        such reorganization or readjustment.  For the purposes of this
        Section 7, no consolidation, merger, conveyance or transfer made
        pursuant to the provisions of Section 6 shall be deemed to be a
        liquidation, reorganization, dissolution or other winding up of
        the Company.

                  (ii) If under the circumstances set forth in paragraph
        (i) of this subsection, and notwithstanding the provisions
        thereof, any payment or distribution of assets of the Company of
        any kind, whether in cash, property or securities (other than
        securities of the Company as reorganized or readjusted or
        securities of the Company or any other corporation provided for
        by a plan of reorganization or readjustment the payment of which
        is subordinated, at least to the extent provided in this Section
        7 with respect to the Securities, to the payment of all Senior
        Indebtedness of the Company, provided that the rights of the
        holders of Senior Indebtedness of the Company are not altered by
        such reorganization or readjustment), shall be received by the
        holders of the Securities before all Senior Indebtedness of the
        Company is paid in full, such payment or distribution shall be
        paid over to the holders of Senior Indebtedness of the Company,
        ratably, for application to the payment of all Senior
        Indebtedness of the Company remaining unpaid until all Senior
        Indebtedness of the Company shall have been paid in full, after
        giving effect to any concurrent payment or distribution to the
        holders of such Senior Indebtedness of the Company.

                  (iii)  Upon any distribution of assets of the Company
        referred to in this Section, the holders of Securities shall be
        entitled to rely upon any final order or decree of a court of
        competent jurisdiction in which such dissolution, winding up,
        liquidation or reorganization proceedings are pending, and the
        holders of Securities shall be entitled to rely upon a
        certificate of the liquidating trustee or agent or other person
        making any distribution to the holders of Securities for the
        purpose of ascertaining the persons entitled to participate in
        such distribution, the holders of the Senior Indebtedness of the
        Company and other indebtedness of the Company, the amount thereof
        or payable thereon, the amount or amounts paid or distributed
        thereon and all other facts pertinent thereto or to this Section.

                  (c)  (i) Upon the maturity of any Senior Indebtedness
        of the Company by lapse of time, acceleration or otherwise, all
        principal thereof (and premium, if any) and interest due thereon,
        including interest thereon accruing after the commencement of any
        proceeding of the type referred to in paragraph (i) of Section
        7(b) above, and all other amounts due on or with respect thereto,
        shall first be paid in full, or such payment duly provided for in
        cash, before any payment, directly or indirectly, is made on
        account of the principal of, premium, if any, or interest and

                                      A-31PAGE
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        Additional Amounts (pursuant to Section 2 hereof) on the
        Securities or coupons.

                       (ii) Upon the happening of an event of default
        with respect to any Senior Indebtedness of the Company, as
        defined therein or in the instrument under which it is
        outstanding permitting the holders to accelerate the maturity
        thereof, then, unless and until such event of default shall have
        been cured or waived or shall have ceased to exist, no payment
        shall be made by the Company, directly or indirectly, on account
        of the principal of, premium, if any, or interest and Additional
        Amounts (pursuant to Section 2 hereof) on the Securities or
        coupons.

                  (d)  In case cash, securities or other property
        otherwise payable or deliverable to the holders of the Securities
        shall have been applied, pursuant to Section 7(b) or 7(c), to the
        payment of Senior Indebtedness of the Company, then, upon the
        payment in full of all Senior Indebtedness of the Company, the
        holders of the Securities shall be subrogated to any rights of
        any holders of Senior Indebtedness of the Company to receive any
        further payment or distributions applicable to Senior
        Indebtedness of the Company until the principal of, premium, if
        any, and interest and Additional Amounts (pursuant to Section 2
        hereof) on the Securities shall have been paid in full, and such
        payments or distributions received by the holders of the
        Securities and coupons, by reason of such subrogation, of cash,
        securities or other property which otherwise would be paid or
        distributed to the holders of Senior Indebtedness of the Company
        shall, as between the Company and its creditors other than the
        holders of Senior Indebtedness of the Company, on the one hand,
        and the holders of the Securities, on the other hand, be deemed
        to be a payment by the Company on account of Senior Indebtedness
        of the Company and not on account of the Securities.

                  (e)  No present or future holder of any Senior
        Indebtedness of the Company shall be prejudiced in any way in the
        right to enforce the subordination of the Securities by any act
        or failure to act on the part of the Company.  The provisions of
        this Section are solely for the purpose of defining the relative
        rights of the holders of Senior Indebtedness of the Company, on
        the one hand, and the holders of the Securities, on the other
        hand, against the Company and its assets, and nothing contained
        in this Section shall impair, as between the Company and the
        holder of any Security, the obligation of the Company, which is
        unconditional and absolute, to pay to the holder thereof, the
        principal thereof, premium, if any, and interest and Additional
        Amounts (pursuant to Section 2 hereof) thereon as and when the
        same shall become due and payable in accordance with the terms
        thereof, or prevent the holder of any Security, upon default
        hereunder or under such Security, from exercising all rights,
        powers and remedies otherwise provided herein or therein or by
        applicable law, all subject to the rights of the holders of
        Senior Indebtedness of the Company under this Section to receive

                                      A-32PAGE
<PAGE>
        cash, property or securities otherwise payable or deliverable to
        the holders of the Securities and coupons.

                  (f)  Nothing contained in this Section or in any of the
        Securities shall prevent at any time, except under the conditions
        described in Sections 7(b) and (c) hereof or during the pendency
        of any dissolution, winding up, liquidation or reorganization
        proceedings therein referred to, the Company from making payments
        at any time of principal of, premium, if any, or interest or
        Additional Amounts (pursuant to Section 2 hereof) on the
        Securities.  Nothing contained in this Section shall prevent
        conversions of Securities.

             8.   Replacement, Transfer and Exchange of Securities.

                  (a)  In case any Security (including any coupons
        appertaining thereto) shall at any time become mutilated,
        destroyed, stolen or lost and such Security or evidence of the
        loss, theft or destruction thereof (together with the indemnity
        hereinafter referred to and such other documents or proof as may
        be required) shall be delivered to the Fiscal Agent, a new
        Security of like tenor and date with appropriate interest
        coupons, if any, and having the Guarantee endorsed thereon will
        be issued by the Company in exchange for the Security so
        mutilated, or in lieu of the Security so destroyed, stolen or
        lost, but, in the case of a destroyed, stolen or lost Security
        only upon receipt of evidence satisfactory to the Fiscal Agent,
        the Company and the Guarantor that such Security was destroyed,
        stolen or lost, and if required by the Fiscal Agent, the Company
        or the Guarantor, upon receipt also of indemnity satisfactory to
        the Fiscal Agent, the Company and the Guarantor.  All expenses
        and reasonable charges associated with procuring such indemnity
        and with the preparation, authentication and delivery of a new
        Security shall be borne by the owner of the Security so
        mutilated, destroyed, stolen or lost.

                  (b)  As provided in the Fiscal Agency Agreement and
        subject to certain limitations therein set forth, Bearer
        Securities (with all unmatured and matured defaulted coupons
        appertaining thereto) are exchangeable at, subject to applicable
        laws and regulations, the offices of the paying agencies in
        London and, if the Securities are listed on the Luxembourg Stock
        Exchange and so long as listed thereon, Luxembourg or as
        designated by the Company for such purpose pursuant to the Fiscal
        Agency Agreement, for an equal aggregate principal amount of
        Registered Securities in the denominations of $1,000 and integral
        multiples thereof without coupons and/or Bearer Securities of
        authorized denominations, and Registered Securities are
        exchangeable at the office of the Fiscal Agent in New York City
        or, subject to applicable laws and regulations, the offices of
        the paying agencies in London and, if the Securities are listed
        on the Luxembourg Stock Exchange and so long as listed thereon,
        Luxembourg or as designated by the Company for such purpose
        pursuant to the Fiscal Agency Agreement, for an equal aggregate

                                      A-33PAGE
<PAGE>
        principal amount of Registered Securities of authorized
        denominations as requested by the holder surrendering the same.
        Registered Securities will not be exchangeable for Bearer
        Securities.  The Company shall not be required (a) to exchange
        Bearer Securities for Registered Securities during the period
        between the close of business on each December 31 and June 30 and
        the opening of business on the next succeeding interest payment
        date or (b) to exchange Bearer Securities for Registered
        Securities, if as a result, the Company or the Guarantor would
        incur adverse consequences under United States Federal income tax
        laws in effect of the time of exchange, or (c) in the event of a
        redemption in part, (i) to register the transfer of Registered
        Securities or to exchange Bearer Securities for Registered
        Securities for a period of 15 days immediately preceding the date
        notice is given identifying the serial numbers of the Securities
        called for such redemption; (ii) to register the transfer or
        exchange of any such Registered Securities, or portion thereof,
        called for redemption; or (iii) to exchange any such Bearer
        Securities called for redemption; provided, however, that a
        Bearer Security called for redemption may be exchanged for a
        Registered Security that is simultaneously surrendered, with
        written instruction for payment on the date fixed for redemption,
        unless the date fixed for redemption is during the period between
        the close of business on each December 31 and June 30 and the
        close of business on the next succeeding Interest Payment Date,
        in which case such exchange may only be made prior to the close
        of business on each December 31 and June 30 immediately preceding
        the date fixed for redemption.  In the event of redemption or
        conversion of a Security in part only, a new Security or
        Securities for the unredeemed or unconverted portion hereof will
        be issued in the name of the holder thereof.

                  (c)  The costs and expenses of effecting any exchange
        or registration of transfer pursuant to the foregoing provisions,
        except for the expenses of delivery by other than regular mail
        (if any) and except, if the Company shall so require, the payment
        of a sum sufficient to cover any tax or other governmental charge
        or insurance charges that may be imposed in relation thereto,
        will be borne by the Company.

                  (d)  The Company has initially appointed as registrar
        and transfer agent the Fiscal Agent acting through its office in
        New York.  The Company has also initially appointed Bankers Trust
        Luxembourg, S.A. as a transfer agent, subject to the listing of
        the Securities on the Luxembourg Stock Exchange.  The Company may
        at any time terminate the appointment of the registrar and
        transfer agent and appoint additional or other registrars and
        transfer agents or approve any change in an office through which
        the registrar and transfer agent acts; provided that, until all
        of the Securities have been delivered to the Fiscal Agent for
        cancellation, or monies sufficient to pay the Securities have
        been made available for payment and either paid or returned to
        the Company as provided in the Securities, the Company will

                                      A-34PAGE
<PAGE>
        maintain a registrar and transfer agent in the City of New York
        in the United States.

                  (e)  For purposes of the provisions of this Security
        and the Fiscal Agency Agreement, any Security authenticated and
        delivered pursuant to the Fiscal Agency Agreement shall, as of
        any date of determination, be deemed to be "outstanding", except
        for:

                       (i)  Securities previously canceled by the Fiscal
        Agent or delivered to the Fiscal Agent for cancellation;

                       (ii) Securities which have been called for
        redemption by the Company in accordance with Section 3 hereof or
        which have become due and payable at maturity or otherwise and
        with respect to which monies sufficient to pay the principal
        thereof and interest thereon (including Additional Amounts, if
        any) shall have been made available to the Fiscal Agent; or

                       (iii)  Securities in lieu of or in substitution
        for which other Securities have been authenticated and delivered
        pursuant to the Fiscal Agency Agreement;

        provided, however, that in determining whether the holders of the
        requisite principal amount of outstanding Securities are present
        at a meeting of holders of Securities for quorum purposes or have
        given any request, demand, authorization, direction, notice,
        consent or waiver hereunder, Securities actually known by an
        officer of the Fiscal Agent to be owned by the Company or the
        Guarantor or any subsidiary thereof shall be disregarded and
        deemed not to be outstanding.

             9.   Modifications and Amendments.

                  (a)  Without the consent of any holders of Securities
        or coupons, modifications of or amendments to the Fiscal Agency
        Agreement or the Terms and Conditions of the Securities may be
        made for any of the following purposes:

                       (i)  to evidence the succession of another
        corporation to the Company or the Guarantor and the assumption by
        any such successor of the covenants of the Company or the
        Guarantor, as the case may be, in the Fiscal Agency Agreement,
        the Securities or the Guarantees;

                       (ii) to add to the covenants of the Company or the
        Guarantor for the benefit of the holders of Securities or related
        coupons, or to surrender any right or power herein conferred upon
        the Company or the Guarantor;

                       (iii)  to permit payment of principal of, premium,
        if any, and interest on Bearer Securities in the United States,
        provided that such payment is permitted by United States tax laws
        and regulations then in effect;

                                      A-35PAGE
<PAGE>
                      (iv)  to make provision with respect to the
        conversion rights of holders of Securities or coupons in the
        event of a consolidation, merger or sale of substantially all of
        the assets of the Company;

                       (v)  to cure any ambiguity, to correct or
        supplement any defective provision in the Fiscal Agency Agreement
        which may be inconsistent with any other provision therein, or to
        make any other provisions with respect to matters or questions
        arising under this Security or the Fiscal Agency Agreement,
        provided such action pursuant to this clause (v) will not
        materially adversely affect the interests of the holders of
        Securities or related coupons; or

                      (vi)  to increase the principal amount of
        Securities that may be issued pursuant to the Fiscal Agency
        Agreement.

                  (b)  Modifications and amendments to the Fiscal Agency
        Agreement or to the Terms and Conditions of the Securities may be
        made, and future compliance with or past default by the Company
        under any of the provisions thereof may be waived, with the
        written consent of the holders of not less than a majority in
        aggregate principal amount of the Securities at the time
        outstanding (excluding for purposes of this calculation the
        aggregate principal amount of Securities held by the Company or
        the Guarantor or any of its subsidiaries), or of such lesser
        percentage as may act at a meeting of holders of Securities held
        in accordance with the provisions set forth herein; provided that
        no such modification, amendment or waiver may, without the
        consent of the holder of each such Security affected thereby:

                       (i)  waive a default in the payment of the
        principal of, premium, if any, or any installment of interest on
        any Security;

                       (ii) change the stated maturity of the principal
        of, premium, if any, or any installment of interest on, any
        Security, or reduce the principal amount thereof or any premium,
        if any, or any installment of interest, or change the obligation
        of the Company to pay Additional Amounts pursuant to Section 2
        hereof (except as permitted by subsection (a) of Section 9 or by
        the Fiscal Agency Agreement), or change the coin or currency in
        which any Security or any premium or interest thereon is payable,
        or, except as otherwise permitted or contemplated by the
        provisions concerning corporate reorganizations, adversely affect
        the right to redeem (pursuant to Section 3(d) hereof) or convert
        any Securities as provided in Sections 3 and 4, respectively, or
        modify the provisions of the Guarantees in a manner adverse to
        the holders;

                       (iii)  reduce the requirements of Section 10
        hereof for the adoption of a resolution of the quorum required at

                                      A-36PAGE
<PAGE>
        any meeting of holders of Securities at which a resolution is
        adopted, or reduce the percentage in principal amount of the
        outstanding Securities the consent of whose holders is required
        for any amendment or modification of the Fiscal Agency Agreement
        or the Terms and Conditions of the Securities or the consent of
        whose holders is required for any waiver (of compliance with
        certain provisions of the Fiscal Agency Agreement or the
        Securities or certain defaults hereunder and thereunder and their
        consequences) provided for in the Terms and Conditions of the
        Securities;

                       (iv)  modify the obligation of the Company and the
        Guarantor to maintain an office or agency in the City of New York
        and outside the United States; or

                       (v)  modify any of the provisions of this section
        except to increase any such percentage or to provide that certain
        other provisions of the Fiscal Agency Agreement or the Securities
        cannot be modified or waived without the consent of the holder of
        each outstanding Security affected thereby.

             It shall not be necessary for any act of holders of
        Securities under this Section to approve the particular form of
        any proposed amendment, modification or waiver, but it shall be
        sufficient if such act shall approve the substance thereof.  Any
        modifications, amendments or waivers to the Fiscal Agency
        Agreement or to these Terms and Conditions will be conclusive and
        binding on all holders of the Securities and any coupons
        appertaining thereto, whether or not they have given such consent
        or were present at such meeting and whether or not notation of
        such modifications, amendments or waivers is made upon the
        Securities or coupons, and on all future holders of Securities
        and coupons.  Any instrument given by or on behalf of any holder
        of a Security in connection with any consent to any such
        modification, amendment or waiver will be irrevocable once given
        and will be conclusive and binding on all subsequent holders of
        such Security and coupons appertaining thereto.

             10.  Meetings and Votes of Holders.

                  (a)  A meeting of holders of Securities may be called
        at any time and from time to time pursuant to this Section for
        any of the following purposes: (i) to give any notice to the
        Company, to the Guarantor or to the Fiscal Agent, or to give any
        directions to the Fiscal Agent, or to consent to the waiving of
        any default hereunder and its consequences, or to take any other
        action authorized to be taken by holders of Securities pursuant
        to these Terms and Conditions; or (ii) to take any other action
        authorized to be taken by or on behalf of the holders of any
        specified aggregate principal amount of the Securities under any
        other provision of the Fiscal Agency Agreement, under applicable
        law or under these Terms and Conditions.

                                      A-37PAGE
<PAGE>
                  (b)  Meetings of holders of Securities may be held at
        such place or places in New York City or London as the Fiscal
        Agent or, in case of its failure to act, the Company, the
        Guarantor or the holders calling the meeting shall from time to
        time determine.

             The Fiscal Agent may at any time call a meeting of holders
        of the Securities to be held at such time and at such place in
        any of such designated locations as the Fiscal Agent shall
        determine.  Notice of every meeting of holders shall be made as
        specified in the Fiscal Agency Agreement.

             In case at any time the Company, the Guarantor or the
        holders of at least 25% in aggregate principal amount of the
        Securities shall have requested the Fiscal Agent to call a
        meeting of the holders, by written request setting forth in
        reasonable detail the action proposed to be taken at the meeting,
        and the Fiscal Agent shall not have given the first notice of
        such meeting within 21 days after receipt of such request or
        shall not thereafter proceed to cause the meeting to be held as
        provided herein, then the Company, the Guarantor or the holders
        of Securities in the amount above specified may determine the
        time and the place in such designated locations for such meeting
        and may call such meeting to take any action authorized herein by
        giving notice thereof as provided in the Fiscal Agency Agreement.

                  (c)  To be entitled to vote at any meeting of holders
        of Securities, a person shall be (i) a holder of one or more
        Securities, or (ii) a person appointed by an instrument in
        writing as proxy for a holder or holders of Securities by such
        holder or holders, which proxy need not be a holder of
        Securities. The only persons who shall be entitled to be present
        or to speak at any meeting of holders shall be the persons
        entitled to vote at such meeting and their counsel and any
        representatives of the Fiscal Agent and its counsel and any
        representatives of the Company and its counsel and any
        representatives of the Guarantor and its counsel.  The persons
        entitled to vote a majority in principal amount of outstanding
        Securities shall constitute a quorum for the transaction of all
        business specified in subsection (a) hereof.  No business shall
        be transacted in the absence of a quorum unless a quorum is
        represented when the meeting is called to order.  In the absence
        of a quorum within 30 minutes of the time appointed for any such
        meeting, the meeting shall, if convened at the request of the
        holders of Securities, be dissolved.  In any other case the
        meeting shall be adjourned for a period of not less than 10 days
        as determined by the chairman of the meeting prior to the
        adjournment of such adjourned meeting.  Notice of the reconvening
        of any adjourned meeting shall be given as provided in the Fiscal
        Agency Agreement.  Subject to the foregoing, at the reconvening
        of any meeting adjourned for a lack of a quorum the persons
        entitled to vote 25% in principal amount of the Securities
        outstanding shall constitute a quorum for the taking of any

                                      A-38PAGE
<PAGE>
        action set forth in the notice of the original meeting.  Notice
        of the reconvening of an adjourned meeting shall state expressly
        the percentage of the aggregate principal amount of the
        Securities that shall constitute a quorum.  At a meeting or an
        adjourned meeting duly reconvened and at which a quorum is
        present as aforesaid, any resolution and all matters (except as
        limited by Section 9 of these Terms and Conditions) shall be
        effectively passed and decided if passed or decided by the
        persons entitled to vote a majority in principal amount of the
        Securities represented and voting at such meeting, provided that
        such amount shall not be less than 25% in principal amount of the
        Securities outstanding.  Any holder of a Security who has
        executed an instrument in writing appointing a person as his
        proxy shall be deemed to be present for the purposes of
        determining a quorum and be deemed to have voted; provided,
        however, that such holder shall be considered as present or
        voting only with respect to the matters covered by such
        instrument in writing.  Any resolution effectively passed or
        decision taken at any meeting of the holders of Securities duly
        held in accordance with this Section 10 shall be binding on all
        the holders of Securities whether or not present or represented
        at the meeting.

                  (d)  Notwithstanding any other provision of this
        Security, the Fiscal Agent may make such reasonable regulations
        as it may deem advisable for any meeting of holders of Securities
        in regard to proof of the holding of Securities and of the
        appointment of proxies and in regard to the appointment and
        duties of inspectors of votes, the submission and examination of
        proxies, certificates and other evidence of the right to vote,
        and such other matters concerning the conduct of the meeting as
        it shall deem appropriate.  Except as otherwise permitted or
        required by any such regulations, the holding of Bearer
        Securities shall be proved by the production of the Bearer
        Securities or by a certificate executed, as depositary, by, and
        the appointment of any proxy shall be proved by having the
        signature of the person executing the proxy witnessed or
        guaranteed by, in each case, any trust company, bank or banker
        satisfactory to the Fiscal Agent.  Such regulations may provide
        that written instruments appointing proxies, regular on their
        face, may be presumed valid and genuine without the proof
        specified herein or other proof.  The holding of Registered
        Securities shall be proved by the registry books maintained in
        accordance with the Fiscal Agency Agreement or by a certificate
        or certificates of the Fiscal Agent in its capacity as the
        Company's agent for the maintenance of such books.

                  (e)  The Fiscal Agent shall, by an instrument in
        writing, appoint a temporary chairperson and a temporary
        secretary of the meeting, unless the meeting shall have been
        called by the Company, the Guarantor or by the holders of
        Securities as provided herein and in the Fiscal Agency Agreement,
        in which case the Company, the Guarantor or the holders calling
        the meeting, as the case may be, shall in like manner appoint a

                                      A-39PAGE
<PAGE>
        temporary chairperson and a temporary secretary.  A permanent
        chairperson and a permanent secretary of the meeting shall be
        elected by vote of the holders of a majority in principal amount
        of the Securities represented at the meeting and entitled to
        vote.  At any meeting each holder or proxy shall be entitled to
        one vote for each U.S. $1,000 principal amount of Securities held
        or represented by him; provided, however, that no vote shall be
        cast or counted at any meeting in respect of the Securities
        challenged as not outstanding and ruled by the chairperson of the
        meeting to be not outstanding.  The chairperson of the meeting
        shall have no right to vote, except as a holder or proxy.  Any
        meeting of holders of Securities duly called at which a quorum is
        present may be adjourned from time to time by vote of the holders
        (or proxies for the holders) of a majority in principal amount of
        the Securities represented at the meeting and entitled to vote;
        and the meeting may be held as so adjourned without further
        notice.

                  (f)  The vote upon any resolution submitted to any
        meeting of holders of Securities shall be written ballots on
        which shall be subscribed the signatures of the holders of
        Securities or of their representatives by proxy and the serial
        number or numbers of the Securities held or represented by them.
        The permanent chairperson of the meeting shall appoint two
        inspectors of votes who shall count all votes cast at the meeting
        for or against any resolution and who shall make and file with
        the secretary of the meeting their verified written reports in
        triplicate of all votes cast at the meeting.  A record, at least
        in triplicate, of the proceedings of each meeting of holders of
        Securities shall be prepared by the secretary of the meeting and
        there shall be attached to said record the original reports of
        the inspectors of votes on any vote by ballot taken thereat and
        affidavits by one or more persons having knowledge of the facts
        setting forth a copy of the notice of the meeting and showing
        that said notice was published as provided in the Fiscal Agency
        Agreement. Each copy shall be signed and verified by the
        affidavits of the permanent chairperson and secretary of the
        meeting, and one of such copy shall be delivered to the Company,
        another to the Guarantor and another to the Fiscal Agent to be
        preserved by the Fiscal Agent, the copy delivered to the Fiscal
        Agent to have attached thereto by ballots voted at the meeting.
        Any record so signed and verified shall be conclusive evidence of
        the matters therein stated.

             11.  Business Days.  Notwithstanding anything herein or in
        the Fiscal Agency Agreement to the contrary, if any payment of
        interest or premium or principal (or Additional Amounts, if any)
        is due on a day that is not a Business Day, payment shall be made
        on the next succeeding Business Day, with the same effect as if
        made on the day such payment was due, and no interest shall
        accrue for the period after such date.  A "Business Day" is
        defined, with respect to any act to be performed pursuant hereto
        or to the Fiscal Agency Agreement, as any day which is not a
        Saturday, Sunday or a day on which banking institutions in the

                                      A-40PAGE
<PAGE>
        place where such act is to occur are authorized or obligated by
        applicable law, regulation or executive order to close.

             12.  Fiscal and Paying Agent.

                  (a)  In acting under the Fiscal Agency Agreement and in
        connection with the Securities, the Fiscal Agent is acting solely
        as agent of the Company and the Guarantor and does not assume any
        obligation, or relationship of agency or trust, for or with the
        owner or holder of this Security or any interest coupon
        appertaining hereto, except that funds held by the Fiscal Agent
        for payment on this Security shall be held in trust by it and
        applied as set forth herein, but need not be segregated from
        other funds held by it, except as required by law.  For a
        description of the duties and the immunities and rights of the
        Fiscal Agent under the Fiscal Agency Agreement, reference is made
        to the Fiscal Agency Agreement, and the obligations of the Fiscal
        Agent to the holder hereof are subject to such immunities and
        rights.

                  (b)  Any monies paid by the Company to any paying
        agency for payment of principal of, premium, if any, or interest
        on any Security (including Additional Amounts, if any, in respect
        thereof) and remaining unclaimed for two years after such payment
        has been made shall be repaid to the Company and to the extent
        permitted by law the holder of any Security shall thereafter look
        only to the Company or the Guarantor for any payment thereof as a
        general unsecured obligation thereof and all liability of the
        Fiscal Agent with respect thereto shall cease.

                  (c)  No reference herein to the Fiscal Agency Agreement
        and no provision of this Security or of the Fiscal Agency
        Agreement shall alter or impair the obligation of the Company,
        which is absolute and unconditional, to pay the principal of,
        premium, if any, and interest (and Additional Amounts, as
        described above) on this Security at the times, places and rate,
        and in the coin or currency, herein prescribed or to convert or
        redeem (at the request of a holder) this Security as provided
        herein or in the Fiscal Agency Agreement.

             Title to Bearer Securities and coupons shall pass by
        delivery.  As provided in the Fiscal Agency Agreement and subject
        to certain limitations therein set forth, the transfer of
        Registered Securities is registrable on the Security Register
        upon surrender of a Registered Security for registration of
        transfer at the office or agency of the Company in the City of
        New York,  duly endorsed by, or accompanied by a written
        instrument of transfer in form satisfactory to the Company and
        the Security Registrar duly executed by, the holder thereof or
        his attorney duly authorized in writing, and thereupon one or
        more new Registered Securities, of authorized denominations and
        for the same aggregate principal amount, having endorsed thereon
        a Guarantee executed by the Guarantor, will be issued to the
        designated transferee or transferees.

                                      A-41PAGE
<PAGE>
             13.  Notices.  All notices to the holders of Securities will
        be published on a Business Day in an Authorized Newspaper (as
        defined in the Fiscal Agency Agreement) in New York City and in
        London, and, if the Securities are listed on the Luxembourg Stock
        Exchange and so long as listed thereon , in Luxembourg or, if
        either publication in London or Luxembourg is not practical, in
        an Authorized Newspaper in any country in Western Europe.  It is
        expected that publication in New York City will be made in The
        Wall Street Journal (Eastern edition), in London in the Financial
        Times and in Luxembourg in the Luxemburger Wort.  Notices shall
        be deemed to have been given on the date of publication as
        aforesaid or, if published on different dates, on the date of the
        first such publication.  A copy of each such notice will be
        mailed by the Fiscal Agent, on behalf of and at the expense of
        the Company, by first-class mail to each holder of a Registered
        Security at the registered address of such holder as the same
        shall appear in the Security Register (as defined in the Fiscal
        Agency Agreement) on the day fifteen days prior to such mailing.

             14.  Governing Law.

                  (a)  THE FISCAL AGENCY AGREEMENT, THE SECURITIES AND
        ANY COUPONS APPERTAINING THERETO AND THE GUARANTEES SHALL BE
        GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
        STATE OF NEW YORK,  UNITED STATES OF AMERICA WITHOUT GIVING
        EFFECT TO ITS CONFLICTS OF LAWS RULES.

                  (b)  The Company and the  Guarantor have appointed  the
        Fiscal Agent as its agent upon whom process may be served in  any
        suit, action or  proceeding initially  at its  office located  at
        Four Albany  Street, New  York, NY   10006,  with a  copy to  the
        Company at 10455 Pacific  Center Court, San  Diego, California   
        92121-4339 and with a copy to  the Guarantor at 81 Wyman  Street,
        Waltham, Massachusetts 02254-9046, Attention: General Counsel.

             15.  Authentication.  This Security and any coupons
        appertaining thereto shall not become valid or obligatory for any
        purpose until the certificate or authentication hereon shall have
        been duly signed by the Fiscal Agent or the Principal Paying
        Agent acting under the Fiscal Agency Agreement.

             16.  Warranty of the Issuer.  Subject to Section 15 hereof,
        the Company hereby certifies and warrants that all acts,
        conditions and things required to be done and performed and to
        have happened precedent to the creation and issuance of this
        Security and any coupons appertaining thereto, and to constitute
        the same legal, valid and binding obligations of the Company
        enforceable in accordance with their terms, have been done and
        performed and have happened in due and strict compliance with all
        applicable laws.

             17.  Delivery of Certain Information.  At any time when the
        Company is not subject to Section 13 or 15(d) of the Securities

                                      A-42PAGE
<PAGE>
        Exchange Act of 1934, as amended,  upon the request of a holder
        or beneficial owner of a Restricted Security, the Company will
        promptly furnish or cause to be furnished such information as is
        specified in Rule 144A(d)(4) under the Securities Act (or any
        successor thereto) to such holder, to a prospective purchaser of
        such Restricted Security designated by such holder, to such
        beneficial owner or to a prospective purchaser of such Restricted
        Security designated by such beneficial owner, as the case may be,
        in order to permit compliance by such holder or beneficial owner
        with Rule 144A under the Securities Act in connection with the
        resale of such Security by such holder or beneficial owner,
        provided, however, that the Company shall not be required to
        furnish such information in connection with any request made on
        or after the date which is three years (or the then applicable
        holding period under Rule 144(k) under the Securities Act (or
        successor provision)) from the later of (i) the date such
        Security (or any predecessor security) was originally acquired
        from the Company and (ii) the date such Security (or any
        predecessor security) was last acquired from the Company or an
        "affiliate" of the Company within the meaning of Rule 144 under
        the Securities Act.

             18.  Accounting Terms.  All accounting terms not otherwise
        defined herein shall have the meanings assigned to them in
        accordance with generally accepted accounting principles as
        applied in the United States.

             19.  Descriptive Headings.  The descriptive headings
        appearing in these Terms and Conditions are for convenience of
        reference only and shall not alter, limit or define the
        provisions hereof.

                                      A-43PAGE
<PAGE>
                    GUARANTEE OF THERMO ELECTRON CORPORATION

             1.   FOR VALUE RECEIVED, Thermo Electron Corporation, a
        corporation duly organized and existing under the laws of the
        State of Delaware (herein called the "Guarantor"), hereby
        unconditionally guarantees to the holder of the Security upon
        which this Guarantee is endorsed and to each holder of any coupon
        appertaining thereto the due and punctual payment of the
        principal of, premium, if any, and interest and any Additional
        Amounts (payable in accordance with Section 2 of such Security)
        on such Security when and as the same shall become due and
        payable, whether at the stated maturity or by declaration of
        acceleration, call for redemption, redemption at the option of
        the holder thereof or otherwise, according to the terms of such
        Security and of the Fiscal Agency Agreement referred to in the
        Security upon which this Guarantee is endorsed.  In case of the
        failure of the Company referred to in the Security upon which
        this Guarantee is endorsed punctually to make any such payment of
        principal, premium, if any, or interest or such Additional
        Amounts, if any, the Guarantor hereby agrees to cause any such
        payment to be made punctually when and as the same shall become
        due and payable, whether at the stated maturity or by declaration
        of acceleration, call for redemption, redemption at the option of
        the holder thereof or otherwise, and as if such payment were made
        by the Company.

             2.   The Guarantor hereby agrees that its obligations
        hereunder shall be unconditional, irrespective of the validity,
        regularity or enforceability of such Security or the Fiscal
        Agency Agreement, the absence of any action to enforce the same,
        any waiver or consent by the holder of such Security or any such
        coupon or by the Fiscal Agent with respect to any provisions
        thereof or of the Fiscal Agency Agreement, the recovery of any
        judgment against the Company or any action to enforce the same or
        any other circumstance which might otherwise constitute a legal
        or equitable discharge or defense of a guarantor.  The Guarantor
        hereby waives diligence, presentment, demand of payment, filing
        of claims with a court in the event of insolvency or bankruptcy
        of the Company, any right to require a proceeding first against
        the Company, protest or notice with respect to such Security or
        coupon or the indebtedness evidenced thereby and all demands
        whatsoever, and covenants that this Guarantee will not be
        discharged except by complete performance of the obligations
        contained in such Security and any such coupon and in this
        Guarantee.

             3.   (a)  The Guarantor will not merge or consolidate with,
        or sell or convey all or substantially all of its assets to, any
        other corporation, unless (i) either (A) the Guarantor shall be
        the surviving corporation in the case of a merger, (B) the assets
        sold or conveyed shall be owned by a corporation or corporations
        which, immediately following such sale or conveyance, are at
        least 51%-owned, directly or indirectly, by the Guarantor,

                                      A-44PAGE
<PAGE>
        provided that such sale or conveyance does not result in the
        reclassification, conversion, exchange or cancellation of
        outstanding shares of Common Stock of the Guarantor, or (C) (I)
        the surviving, resulting or transferee corporation shall
        expressly assume the due and punctual performance of all of the
        covenants and obligations of the Guarantor under the Guarantees
        and Fiscal Agency Agreement, by supplemental agreement reasonably
        satisfactory to the Fiscal Agent, and (II) the Fiscal Agent shall
        have received the documentation required in the context by the
        Fiscal Agency Agreement and (ii) the Guarantor or such successor
        corporation, as the case may be, shall not, immediately after
        such merger, consolidation, sale or conveyance, be in default in
        the performance of any covenants or obligations of the Guarantor
        under the Guarantees or the Fiscal Agency Agreement.

                  (b)  Upon any merger, consolidation, sale, conveyance
        or assumption as provided in clause (i)(C) of Section 3(a), the
        successor or assuming corporation shall succeed to and be
        substituted for, and may exercise every right and power of and be
        subject to all the obligations of, the Guarantor under the
        Guarantees and Fiscal Agency Agreement, with the same effect as
        if such successor or assuming corporation had been named as the
        Guarantor therein and herein and the Guarantor shall be released
        from its obligations as obligor under the Guarantees and Fiscal
        Agency Agreement. 

             4.   (a)  The Guarantor, for itself, its successors and
        assigns, covenants and agrees, and each holder of Securities by
        his acceptance thereof, likewise covenants and agrees, that all
        obligations of the Guarantor relating to payment of the principal
        of, premium, if any, and interest and Additional Amounts
        (pursuant to Section 2 of the Securities) on each and all of the
        Securities and coupons is hereby expressly subordinated, to the
        extent and in the manner hereinafter set forth, in right of
        payment to the prior payment in full of all Senior Indebtedness
        of the Guarantor (as defined below).

             "Senior Indebtedness of the Guarantor" or "Senior
        Indebtedness" shall mean the principal of, premium, if any, and
        interest on and all other amounts due on or with respect to the
        following, whether outstanding at the date hereof or hereafter
        created or incurred:

                       (i)  indebtedness of the Guarantor for money
        borrowed by the Guarantor (excluding the Guarantees, but
        including purchase money obligations) whether or not evidenced by
        debentures, bonds, notes or other corporate debt securities or
        similar instruments issued by the Guarantor (including the
        Guarantor's obligations with respect to its 5% Senior Convertible
        Debentures due 2001; provided, however, that Senior Indebtedness
        shall not include (a) the Guarantor's 4-1/4% Convertible
        Subordinated Debentures due 2003, the obligations represented by
        which shall rank pari passu with the obligations represented
        hereby in right of payment, (b) the Guarantor's subordinated

                                      A-45PAGE
<PAGE>
        guarantee of the principal, premium, if any, and interest on the
        4 1/2% Convertible Subordinated Debentures Due 2004 of Thermo
        Fibertek Inc., on the 6-1/2% Convertible Subordinated Debentures
        due 1997 and the 4-5/8% Convertible Subordinated Debentures due
        2003 of Thermo TerraTech Inc., on the 4-3/4% Convertible
        Subordinated Debentures due 2004 of Thermo Cardiosystems Inc., on
        the Non-Interest Bearing Convertible Subordinated Debentures Due
        2003 of Thermedics Inc., on the Non-Interest Bearing Convertible
        Subordinated Debentures due 2001 and the 4-7/8% Convertible
        Subordinated Debentures due 2004 of Thermo Ecotek Corporation, on
        the 3-3/4% Convertible Subordinated Debentures due 2000 of Thermo
        Voltek Corp., on the 4-7/8% Convertible Subordinated Debentures
        due 2000 of Thermo Remediation Inc., on the 5% Convertible
        Subordinated Debentures due 2000 of ThermoQuest Corporation, and
        on the 5% Convertible Subordinated Debentures due 2000 of Thermo
        Optek Corporation, the obligations represented by which shall
        rank pari passu with the obligations represented hereby in right
        of payment and (c) the Guarantor's subordinated guarantee of the
        obligations to redeem the common stock of ThermoLyte Corporation,
        Thermo Fibergen Inc. and ThermoLase Corporation the obligations
        represented by which shall rank pari passu with the obligations
        represented hereby in right of payment;

                       (ii) obligations to reimburse any bank or other
        person in respect of amounts paid under letters of credit;

                       (iii)  leases for real property, equipment or
        other assets, which leases are capitalized in the Guarantor's
        consolidated financial statements in accordance with generally
        accepted accounting principles;

                       (iv)  commitment, standby and other fees due and
        payable to financial institutions with respect to credit
        facilities available to the Guarantor;

                       (v)  obligations of the Guarantor under interest
        rate and currency swaps, floors, caps or other similar
        arrangements intended to fix or hedge interest rate obligations
        or currency exposure;

                       (vi) indebtedness secured by any mortgage, pledge,
        lien or other encumbrance on property which is owned or held by
        the Guarantor subject to such mortgage, pledge, lien or other
        encumbrance, whether or not the indebtedness secured thereby
        shall have been assumed by the Guarantor;

                       (vii)  obligations of the Guarantor constituting
        guarantees of indebtedness of or joint obligations with another
        or others which would be included in the preceding clauses (i),
        (ii), (iii), (iv), (v) or (vi) (including the Guarantor's
        guarantee of the principal, premium, if any, and interest on the
        3-3/4% Senior Convertible Debentures due 2000 and the 4-1/2%
        Senior Convertible Debentures due 2003 of Thermo Instrument
        Systems Inc.); or

                                      A-46PAGE
<PAGE>
                       (viii)  modifications, renewals, extensions or
        refundings of any of the indebtedness, leases, fees or
        obligations referred to in the preceding clauses (i), (ii),
        (iii), (iv), (v), (vi) and (vii), or debentures, notes or other
        evidences of indebtedness issued in exchange therefor;

        provided that Senior Indebtedness shall not include any
        particular indebtedness, lease, fee, obligation, modification,
        renewal, extension, refunding or exchanged security if, under the
        express provisions of the instrument creating or evidencing the
        same, or pursuant to which the same is outstanding, such
        indebtedness, lease, fee or obligation or such modification,
        renewal, extension, refunding or exchanged security is stated to
        be not superior in right of payment to the Guarantees.

                  (b) (i)   In the event of any insolvency or bankruptcy
        proceedings, or any receivership, liquidation, reorganization or
        other similar proceedings in connection therewith, relative to
        the Guarantor or it its creditors, in their capacity as such
        creditors, or to its property, or in the event of any proceedings
        for voluntary liquidation, dissolution or other winding up of the
        Guarantor, whether or not involving insolvency or bankruptcy, or
        in the event of any assignment for the benefit of creditors of
        the Guarantor or any marshalling of assets of the Guarantor, then
        the holders of Senior Indebtedness of the Guarantor shall first
        be entitled to receive payment in full of the principal of (and
        premium, if any) and interest, including interest thereon
        accruing after the commencement of any such proceeding, and other
        amounts due on or with respect to, all Senior Indebtedness of the
        Guarantor before the holders of any of the Securities and coupons
        shall be entitled to receive any payment on account of the
        obligations of the Guarantor relating to the principal of,
        premium, if any, or interest and Additional Amounts (pursuant to
        Section 2 of the Securities) on the Securities and coupons, and
        to that end the holders of Senior Indebtedness of the Guarantor
        shall be entitled to receive for application in payment thereof
        any payment or distribution of any kind or character, whether in
        cash, property or securities, which may be payable or deliverable
        in any such proceedings in respect of the obligations of the
        Guarantor relating to the Securities and coupons, other than
        securities of the Guarantor as reorganized or readjusted or
        securities of the Guarantor or any other corporation provided for
        by a plan of reorganization or readjustment the payment of which
        is subordinate, at least to the extent provided in this Section 4
        with respect to the obligations of the Guarantor relating to the
        Securities and coupons, to the payment of all Senior Indebtedness
        of the Guarantor, provided that the rights of the holders of
        Senior Indebtedness of the Guarantor are not altered by such
        reorganization or readjustment.  For the purposes of this
        Section 4, no consolidation, merger, conveyance or transfer made
        pursuant to the provisions of Section 3 shall be deemed to be a
        liquidation, reorganization, dissolution or other winding up of
        the Guarantor.

                                      A-47PAGE
<PAGE>
                       (ii) If under the circumstances set forth in
        paragraph (i) of this subsection, and notwithstanding the
        provisions thereof, any payment or distribution of assets of the
        Guarantor of any kind, whether in cash, property, or securities
        (other than securities of the Guarantor as reorganized or
        readjusted or securities of the Guarantor or any other
        corporation provided for by a plan of reorganization or
        readjustment the payment of which is subordinated, at least to
        the extent provided in this Section 4 with respect to the
        obligations of the Guarantor relating to the Securities and
        coupons, to the payment of all Senior Indebtedness of the
        Guarantor, provided that the rights of the holders of Senior
        Indebtedness of the Guarantor are not altered by such
        reorganization or readjustment), shall be received by the holders
        of the Securities in respect of the obligations of the Guarantor
        before all Senior Indebtedness of the Guarantor is paid in full,
        such payment or distribution shall be paid over to the holders of
        Senior Indebtedness of the Guarantor, ratably, for application to
        the payment of all Senior Indebtedness of the Guarantor remaining
        unpaid until all Senior Indebtedness of the Guarantor shall have
        been paid in full, after giving effect to any concurrent payment
        or distribution to the holders of such Senior Indebtedness of the
        Guarantor.

                       (iii)  Upon any distribution of assets of the
        Guarantor referred to in this Section, the holders of Securities
        shall be entitled to rely upon any final order or decree of a
        court of competent jurisdiction in which such dissolution,
        winding up, liquidation or reorganization proceedings are
        pending, and the holders of Securities shall be entitled to rely
        upon a certificate of the liquidating trustee or agent or other
        person making any distribution to the holders of Securities for
        the purpose of ascertaining the persons entitled to participate
        in such distribution, the holders of Senior Indebtedness of the
        Guarantor and other indebtedness of the Guarantor, the amount
        thereof or payable thereon, the amount or amounts paid or
        distributed thereon and all other facts pertinent thereto or to
        this Section.

                  (c) (i)   Upon the maturity of any Senior Indebtedness
        of the Guarantor by lapse of time, acceleration or otherwise, all
        principal thereof (and premium, if any) and interest due thereon,
        including interest thereon accruing after the commencement of any
        proceeding of the type referred to in paragraph (i) of
        Section 4(b) above, and all other amounts due on or with respect
        thereto, shall first be paid in full, or such payment duly
        provided for in cash, before any payment, directly or indirectly,
        is made on account of the obligations of the Guarantor relating
        to the principal of, premium, if any, or interest and Additional
        Amounts (pursuant to Section 2 of the Securities) on the
        Securities or coupons.

                                      A-48PAGE
<PAGE>
                       (ii) Upon the happening of an event of default
        with respect to any Senior Indebtedness of the Guarantor, as
        defined therein or in the instrument under which it is
        outstanding, permitting the holders to accelerate the maturity
        thereof, then, unless and until such event of default shall have
        been cured or waived or shall have ceased to exist, no payment
        shall be made by the Guarantor, directly or indirectly, on
        account of the obligations of the Guarantor relating to the
        principal of, premium, if any, or interest and Additional Amounts
        (pursuant to Section 2 of the Securities) on the Securities and
        coupons. 

                  (d)  In case cash, securities or other property
        otherwise payable or deliverable to the holders of the Securities
        on account of the Guarantees shall have been applied, pursuant to
        Section 4(b) or (c), to the payment of Senior Indebtedness of the
        Guarantor, then, upon the payment in full of all Senior
        Indebtedness of the Guarantor, the holders of the Securities and
        coupons shall be subrogated to any rights of any holders of
        Senior Indebtedness of the Guarantor, to receive any further
        payments or distributions applicable to Senior Indebtedness of
        the Guarantor until the obligations of the Guarantor in respect
        of the Guarantees shall have been discharged in full, and such
        payments or distributions received by the holders of the
        Securities and coupons, by reason of such subrogation, of cash,
        securities or other property which otherwise would be paid or
        distributed to the holders of Senior Indebtedness of the
        Guarantor, shall, as between the Guarantor and its creditors
        other than the holders of Senior Indebtedness of the Guarantor,
        on the one hand, and the holders of the Securities and coupons on
        account of the Guarantees, on the other hand, be deemed to be a
        payment by the Guarantor on account of Senior Indebtedness of the
        Guarantor and not on account of the Securities and coupons. 

                  (e)  No present or future holder of any Senior
        Indebtedness of the Guarantor shall be prejudiced in any way in
        the right to enforce the subordination of the Guarantees by any
        act or failure to act on the part of the Guarantor.  The
        provisions of this Section 4 are solely for the purpose of
        defining the relative rights of the holders of Senior
        Indebtedness of the Guarantor, on the one hand, and the holders
        of the Securities and coupons on account of the Guarantees, on
        the other hand, against the Guarantor and its assets, and nothing
        contained in this Section 4 shall impair, as between the
        Guarantor and the holder of any Security or coupon, the
        obligation of the Guarantor, which is unconditional and absolute,
        to perform in accordance with the terms of its Guarantees, or
        prevent the holder of any Security or coupon, upon default
        hereunder or under such Security or coupon, from exercising all
        rights, powers and remedies otherwise provided herein or therein
        or by applicable law, all subject to the rights of the holders of
        Senior Indebtedness of the Guarantor under this Section 4 to
        receive cash, property or securities otherwise payable or

                                      A-49PAGE
<PAGE>
        deliverable to the holders of the Securities and coupons on
        account of the Guarantees.

                  (f)  Nothing contained in this Section 4 or in any
        Guarantees shall prevent at any time, except under the conditions
        described in Sections 4(b) and (c) hereof or during the pendency
        of any dissolution, winding up, liquidation or reorganization
        proceedings therein referred to, the Guarantor from performing
        its obligations under the Guarantees.

             5.   The Guarantor shall be subrogated to all rights of the
        holders of the Securities and of any coupons against the Company
        in respect of any amounts paid by the Guarantor pursuant to the
        provisions of this Guarantee; provided, however, that the
        Guarantor shall not be entitled to enforce or to receive any
        payments arising out of, or based upon, such right of subrogation
        until the principal of, premium, if any, and interest on and
        Additional Amounts (pursuant to Section 2 of the Securities, if
        any, on) all of the Securities shall have been paid in full. 

             6.   THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
        ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES
        OF AMERICA WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS RULES. 

             7.   All terms used in this Guarantee which are defined in
        the Fiscal Agency Agreement shall have the meanings assigned to
        them in the Fiscal Agency Agreement. 

             8.   Subject to the next following paragraph, the Guarantor
        hereby certifies and warrants that all acts, conditions and
        things required to be done and performed and to have happened
        precedent to the creation and issuance of this Guarantee and to
        constitute the same a legal, valid and binding obligations of the
        Guarantor enforceable in accordance with their terms, have been
        done and performed and have happened in due and strict compliance
        with all applicable laws. 

             9.   This Guarantee shall not become valid or obligatory for
        any purpose until the certificate of authentication on the
        Security upon which this Guarantee is endorsed shall have been
        duly signed by the Fiscal Agent acting under the Fiscal Agency
        Agreement.

                                      A-50PAGE
<PAGE>
             IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
        to be duly executed in its corporate name by the manual or
        facsimile signature of a duly authorized officer. 

        Dated:
                                       THERMO ELECTRON CORPORATION

                                       By: _________________________
                                         Name:
                                         Title:

        Attest:

        _________________________

                                      A-51PAGE
<PAGE>
                                 TRANSFER NOTICE

        Only if a Registered Security is transferred:

        FOR VALUE RECEIVED, the undersigned Holder hereby sell(s),
        assign(s) and transfer(s) unto ______________________________
        whose taxpayer identification number is __________________ and
        whose address including postal/zip code is
        ____________________________________ the within Security and all
        rights thereunder, hereby irrevocably constituting and appointing
        _________________________ attorney-in-fact to transfer said
        Security on the books of the Fiscal Agent with full power of
        substitution in the premises.

        In connection with the transfer of this Security, the undersigned
        Holder certifies that:

             (Check one)

             ____     (a)   This Security is being transferred to a
        "qualified institutional buyer" (as defined in Rule 144A under
        the Securities Act of 1933) in compliance with the exemption from
        registration under the Securities Act of 1933 provided by Rule
        144A.

             ____     (b)   This Security is being transferred in an
        Offshore Transaction (as defined in Regulation S under the
        Securities Act of 1933) in compliance with the exemption from
        registration under the Securities Act of 1933 provided by
        Regulation S and in connection with which transfer the Company
        has received, if so requested, an opinion of counsel
        (satisfactory to it in form and substance) to the effect that the
        transfer is being made pursuant to an exemption from the
        registration requirements of Securities Act of 1933.

             ____     (c)   This Security is being transferred to an
        institutional investor which is an "accredited investor" (within
        the meaning of Rule 501(a)(1), (2), (3) or (7) under the
        Securities Act of 1933) in a transaction that is exempt from the
        registration requirements of the Securities Act of 1933 and in
        connection with which transfer the Company has received, if so
        requested, an opinion of counsel (satisfactory to it in form and
        substance) to the effect that the transfer is being made pursuant
        to an exemption from the registration requirements of Securities
        Act of 1933

             ____     (d)   This Security is being transferred to
        ThermoLase Corporation.

                                      A-52PAGE
<PAGE>
             ____     (e)   Transfer other than those above in connection
        with which the Company has received an opinion of counsel
        (satisfactory to it in form and substance) to the effect that the
        transfer is being made pursuant to an exemption from, or in a
        transaction not subject to, the registration requirements of the
        Securities Act of 1933.

             ____     (f)   This Security is being exchanged for a
        beneficial interest in the Rule 144A Global Security and the
        undersigned is a "qualified institutional buyer" (as defined in
        Rule 144A under the Securities Act of 1933).

        Dated:________________________     Name: _____________________
                                           By: _______________________
                                           Title: ____________________

        NOTICE: The signature of the Holder to this assignment must
        correspond with the name as written upon the face of the within
        instrument in every particular, without enlargement or any change
        whatsoever.

                              SIGNATURE GUARANTEED

         TO BE COMPLETED BY A BROKER OR DEALER IF (c) ABOVE IS CHECKED:

        The undersigned represents and warrants that (i) it is a broker
        or dealer registered under Section 15 of the Securities Exchange
        Act of 1934, (ii) each person which will become a beneficial
        owner of this Security upon transfer is an institutional investor
        which is an "accredited investor" (within the meaning of Rule
        501(a)(1), (2), (3) or (7) under the Securities Act of 1933);
        (iii) no general solicitation or advertising was made or used by
        it in connection with the offer and sale of this Security to such
        person(s); and (iv) each such person has been notified that this
        Security has not been registered under the Securities Act of 1933
        and is subject to the restrictions on transfer of the Security
        set forth herein and in the Fiscal Agency Agreement.

        Dated:________________________     __________________________

                                           By: ______________________

        IF NONE OF THE FOREGOING BOXES IS CHECKED, THE FISCAL AGENT SHALL
        NOT BE OBLIGATED TO REGISTER THE TRANSFER OF THIS SECURITY UNLESS
        AND UNTIL THE CONDITIONS TO ANY SUCH TRANSFER OF REGISTRATION SET
        FORTH HEREIN, ON THE FACE HEREOF AND IN THE FISCAL AGENCY
        AGREEMENT SHALL HAVE BEEN SATISFIED.

                                      A-53PAGE
<PAGE>
                                CONVERSION NOTICE

        If Bearer Security of denomination U.S. $1,000:

             The undersigned holder of this Security hereby (i)
        irrevocably exercises the option to convert this Security into
        shares of Common Stock of ThermoLase Corporation (the "Company")
        in accordance with the terms of this Security, and (ii) directs
        that such shares be registered in the name of and delivered,
        together with a check in payment for any fractional share, to the
        undersigned unless a different name has been indicated below.  If
        shares are to be registered in the name of a person other than
        the undersigned, the undersigned will pay all transfer taxes
        payable with respect thereto.

        Dated: _____________________

        Signature
        [MUST BE GUARANTEED IF STOCK IS TO BE ISSUED
         IN A NAME OTHER THAN THE REGISTERED
         HOLDER OF THE SECURITY]

        If shares are to be registered in the 
        name of and delivered to a person other 
        than the holder, please print such 
        person's name and address and, if this 
        is a Restricted Security, complete 
        the Transfer Notice:

        ___________________________

        ___________________________

        ___________________________

        HOLDER

        Please print name and address of holder:

        ___________________________

        ___________________________

        ___________________________

                                      A-54PAGE
<PAGE>
                                CONVERSION NOTICE

        If (i) Registered Security or (ii) Bearer Security of
        denomination U.S. $10,000:

             The undersigned holder of this Security hereby irrevocably
        exercises the option to convert this Security, or portion hereof
        (which is U.S. $1,000 or an integral multiple thereof) below
        designated, into shares of Common Stock of ThermoLase Corporation
        (the "Company") in accordance with the terms of this Security,
        and (ii) directs that such shares, together with a check in
        payment for any fractional share and any Securities representing
        any unconverted principal amount hereof, be delivered to and be
        registered (if a Registered Security) in the name of the
        undersigned unless a different name has been indicated below.  If
        shares or Securities are to be registered in the name of a person
        other than the undersigned, the undersigned will pay all transfer
        taxes payable with respect thereto.

        Signature
        [MUST BE GUARANTEED IF STOCK IS TO 
         BE ISSUED IN A NAME OTHER THAN
         THE REGISTERED HOLDER OF THE SECURITY]

        Dated: _________________

        If shares or Securities are to be 
        registered in the name of a Person 
        other than the registered holder, 
        please print such person's name and 
        address and, if this is a Restricted 
        Security, complete Transfer Notice:

        ___________________________

        ___________________________

        ___________________________

        HOLDER 
        Please print name and address of holder:

        ___________________________

        ___________________________

        ___________________________

                                      A-55PAGE
<PAGE>
        If only a portion of the Securities is 
        to be converted, please indicate:

             1 .  Principal Amount to be converted: U.S.$________

             2.   Kind, amount and denomination of Securities 
                  representing unconverted principal amount to be issued:

                  Bearer U.S. $_____________
                  (U.S. $1,000 or $10,000)

                  Registered U.S.$___________
                  Denominations:  U.S.$__________
                  (U.S. $1,000 or an integral multiple thereof)

        Registered Securities are not exchangeable for Bearer Securities.

                                      A-56PAGE
<PAGE>
                      REDEMPTION NOTICE UNDER SECTION 3(d)

        If  Bearer Security of denomination
        U.S. $ 1,000:

             The undersigned holder of this Security hereby requests and
        instructs the Company to redeem this Security in accordance with
        the terms of Section 3(d) of this Security and directs that a
        check in payment of the redemption amount be delivered to the
        undersigned unless a different name has been indicated below.
        The undersigned understands that this request can be revoked by
        delivering written notice to the Paying Agent on or before the
        Holder Redemption Date, together with the undersigned's
        non-transferable receipt for such Security.

        Dated:

        Signature
        [MUST BE GUARANTEED IF CHECK IS TO
         BE MADE PAYABLE TO A NAME OTHER
         THAN THE REGISTERED HOLDER OF THE 
         SECURITY]

        If a check in payment of the redemption 
        amount is to be delivered to a person 
        other than the holder, please print 
        such person's name and address:

        ___________________________

        ___________________________

        ___________________________

        HOLDER
        Please print name and address of holder:

        ___________________________

        ___________________________

        ___________________________

                                      A-57PAGE
<PAGE>
                      REDEMPTION NOTICE UNDER SECTION 3(d)

        If (i) Registered Security or (ii) Bearer Security of
        denomination U.S. $10,000:

             The undersigned holder of this Security hereby requests and
        instructs the Company to redeem this Security or portion hereof
        (which is U.S. $1,000 or an integral multiple thereof) in
        accordance with the terms of Section 3(d) of this Security, and
        directs that a check in payment of the redemption amount be
        delivered to, and any Securities representing any unredeemed
        principal amount hereof be delivered to and be registered in the
        name of, the undersigned unless a different name has been
        indicated below.  If Securities are to be registered in the name
        of a person other than the undersigned, the undersigned will pay
        all transfer taxes payable with respect thereto.  The undersigned
        understands that this request can be revoked by delivering
        written notice to the Paying Agent on or before the Holder
        Redemption Date, together with the undersigned's non-transferable
        receipt for such Security.

        Dated:

                                      _________________________
                                      Signature

                                      [MUST BE GUARANTEED IF CHECK IS TO 
                                      BE MADE PAYABLE TO A NAME OTHER 
                                      THAN THE REGISTERED HOLDER OF THE 
                                      SECURITY]

        If Securities are to be registered   
        in the name of, or a check in          Please print name and 
        payment of the redemption               address of holder:
        amount is to be delivered to,
        a person other than the holder,
        please print such person's name    _____________________________
        and address, and if this is a
        Restricted Security and any
        Securities representing any        _____________________________
        unredeemed principal amount
        hereof are to be registered in 
        the name of a person other than    _____________________________
        the undersigned, complete 
        Transfer Notice.

        ___________________________

        ___________________________

        ___________________________

                                      A-58PAGE
<PAGE>
        1.   Principal Amount to be redeemed: U.S. $

        2.   Kind, amount and denomination of Securities representing 
             unredeemed principal amount to be issued:

             Bearer U.S. $_____________
             Denominations:  U.S. $__________
             (U.S. $1,000 or $10,000)

             Registered U.S.$___________
             Denominations:  U.S.$__________
             (U.S. $1,000 or an integral multiple thereof)

        Registered Securities are not exchangeable for Bearer Securities.

                                      A-59PAGE
<PAGE>
                  SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES(3)

             The following exchanges of a part of this Rule 144A Global
        Security for Registered Accredited Investor Securities, or other
        Registered Securities not in global form, have been made:

                                                 Principal
                                                 Amount of    Signature
                                                this Global       of
                       Amount of    Amount of     Security    authorized
                      Decrease in  Increase in   following    Officer of
                       Principal    Principal       such        Fiscal
                       Amount of    Amount of     decrease     Agent or
         Amount of    this Global  this Global      (or        Security
          Exchange     Security     Security     increase)    Custodian

        _____________________
        (3)  This should be included only if the Security is issued as a
             Rule 144 A Global Security.

                                      A-60PAGE
<PAGE>
                                                                EXHIBIT B

             THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED
        STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
        OR ANY STATE SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY
        INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD OR
        OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
        STATES OF AMERICA, ITS TERRITORIES, ITS POSSESSION AND OTHER
        AREAS SUBJECT TO ITS JURISDICTION (THE "UNITED STATES" ) OR TO
        ANY CITIZEN, NATIONAL RESIDENT OF THE UNITED STATES OR TO ANY
        CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN
        OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL
        SUBDIVISION THEREOF, OR TO ANY ESTATE OR TRUST THE INCOME OF
        WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION
        REGARDLESS OF ITS SOURCE OR TO ANY OTHER PERSON OR ENTITY DEEMED
        A U.S. PERSON UNDER REGULATIONS UNDER THE SECURITIES ACT ("UNITED
        STATES PERSON"), EXCEPT TO CERTAIN INSTITUTIONAL INVESTORS IN THE
        UNITED STATES IN TRANSACTIONS NOT REQUIRED TO BE REGISTERED UNDER
        THE SECURITIES ACT.

             ANY UNITED STATES PERSON WHO HOLDS THIS SECURITY WILL BE
        SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
        INCLUDING THE LIMITATIONS PROVIDED IN SECTION 165(j) AND 1287(a)
        OF THE UNITED STATES INTERNAL REVENUE CODE.

             THIS SECURITY IS A TEMPORARY GLOBAL SECURITY, WITHOUT
        COUPONS OR CONVERSION RIGHTS, EXCHANGEABLE FOR DEFINITIVE BEARER
        SECURITIES WITH INTEREST COUPONS OR REGISTERED SECURITIES WITHOUT
        INTEREST COUPONS.  THE RIGHTS ATTACHING TO THIS GLOBAL SECURITY,
        AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
        DEFINITIVE SECURITIES, ARE AS SPECIFIED IN THE FISCAL AGENCY
        AGREEMENT (AS DEFINED HEREIN).

             NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS GLOBAL
        SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON
        EXCEPT PURSUANT TO THE PROVISIONS HEREOF.

                                       B-1PAGE
<PAGE>
                             THERMOLASE CORPORATION
                     (Incorporated in the State of Delaware)

               4 3/8% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2004

                      GUARANTEED ON A SUBORDINATED BASIS BY

                           THERMO ELECTRON CORPORATION
                     (Incorporated in the State of Delaware)

                           TEMPORARY GLOBAL DEBENTURE

             ThermoLase Corporation, a corporation duly incorporated and
        existing under the laws of the State of Delaware (the "Company"),
        for value received, hereby promises to pay to bearer upon
        presentation and surrender of this Global Security the principal
        sum of $        United States Dollars on August 5, 2004 and to
        pay interest thereon, from the date hereof, semiannually in
        arrears on February 15 and August 15 in each year, commencing
        February 15, 1998, at the rate of 4 3/8% per annum, until the
        principal hereof is paid or made available for payment; provided,
        however, that interest on this Global Security shall be payable
        only after the issuance of the definitive Securities for which
        this Global Security is exchangeable and, in the case of
        definitive Securities in bearer form, only upon presentation and
        surrender (at an office or agency outside the United States, its
        territories and its possessions, except as otherwise provided in
        the Fiscal Agency Agreement referred to below) of the interest
        coupons thereto attached as they severally mature.

             This Global Security is one of a duly authorized issue of
        Securities of the Company designated as specified in the title
        hereof, issued and to be issued under the Fiscal Agency Agreement
        dated as of August 12, 1997 (the "Fiscal Agency Agreement") among
        the Company, Thermo Electron Corporation, a corporation duly
        incorporated and existing under the laws of the State of
        Delaware, as guarantor and Bankers Trust Company, as Fiscal agent
        (the "Fiscal Agent", which term includes any successor Fiscal
        agent under the Fiscal Agency Agreement).  This Global Security
        is a temporary security and is exchangeable in whole or from time
        to time in part without charge upon request of the holder hereof
        for definitive Securities in bearer form, with interest coupons
        attached, or in registered form, without coupons, of authorized
        denominations, (a) not earlier than the day following expiration
        of the 40-day period that begins on the date hereof and (b) as
        promptly as practicable following presentation of certification,
        in the forms set forth as Exhibits C and F of the Fiscal Agency
        Agreement for such purpose, that the beneficial owner or owners
        of this Global Security (or, if such exchange is only for a part
        of this Global Security, of such part) are not United States
        Persons or other persons who have purchased such Debenture for
        resale to United States Persons.  Definitive Securities in bearer
        form to be delivered in exchange for any part of this Global

                                       B-2PAGE
<PAGE>
        Security shall be delivered only outside of the United States,
        its territories and its possessions.  Upon any exchange of a part
        of this Global Security for definitive Securities, the portion of
        the principal amount hereof so exchanged shall be endorsed by the
        Fiscal Agent or its agents on the Schedule of Exchanges hereto,
        and the principal amount hereof shall be reduced for all purposes
        by the amount so exchanged.

             Until exchanged in full for definitive Securities, this
        Global Security shall in all respects be entitled to the same
        benefits under, and subject to the same terms and conditions of,
        the Fiscal Agency Agreement as definitive Securities
        authenticated and delivered thereunder, except that neither the
        holder hereof nor the beneficial owners of this Global Security
        shall be entitled to receive payment of interest hereon, except
        as provided above, or to convert this Global Security into shares
        of Common Stock of the Company or any other security, cash or
        other property.

             THIS GLOBAL SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
        ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES
        OF AMERICA, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW RULES.

             All terms used in this Global Security which are defined in
        the Fiscal Agency Agreement shall have the meanings assigned to
        them in the Fiscal Agency Agreement.

             Unless the certificate of authentication hereon has been
        manually executed by an authorized signatory of the Fiscal Agent,
        this Global Security shall not be entitled to any benefit under
        the Fiscal Agency Agreement or valid or obligatory for any
        purpose.

             IN WITNESS WHEREOF, the Company has caused this Global
        Security to be duly executed in its corporate name by its duly
        authorized signatory under its corporate seal.

        Dated: August __, 1997
                                           THERMOLASE CORPORATION

                                           By: ______________________
                                              Name:
                                              Title:
        Attest:

        _________________________

                                       B-3PAGE
<PAGE>
                          CERTIFICATE OF AUTHENTICATION

             This is one of the Securities des/cribed in the
        within-mentioned Fiscal Agency Agreement.

                                           BANKERS TRUST COMPANY,
                                             as Fiscal Agent

                                           By: ____________________
                                              Authorized Officer

                                       B-4PAGE
<PAGE>
                              SCHEDULE OF EXCHANGES

                        Principal        Remaining        Notation
                         amount          principal        made on
                        exchanged         amount         behalf of
                           for           following          the
                       definitive          such            Fiscal
         Date made     Securities        exchange          Agent

        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________
        _____________    ___________      ___________      __________

                                       B-5PAGE
<PAGE>
                    GUARANTEE OF THERMO ELECTRON CORPORATION

             1.   FOR VALUE RECEIVED, Thermo Electron Corporation, a
        corporation duly organized and existing under the laws of the
        State of Delaware (herein called the "Guarantor"), hereby
        unconditionally guarantees to the holder of the Security upon
        which this Guarantee is endorsed and to each holder of any coupon
        appertaining thereto the due and punctual payment of the
        principal of, premium, if any, and interest and any Additional
        Amounts (payable in accordance with Section 2 of such Security)
        on such Security when and as the same shall become due and
        payable, whether at the stated maturity or by declaration of
        acceleration, call for redemption, redemption at the option of
        the holder thereof or otherwise, according to the terms of such
        Security and of the Fiscal Agency Agreement referred to in the
        Security upon which this Guarantee is endorsed.  In case of the
        failure of the Company referred to in the Security upon which
        this Guarantee is endorsed punctually to make any such payment of
        principal, premium, if any, or interest or such Additional
        Amounts, if any, the Guarantor hereby agrees to cause any such
        payment to be made punctually when and as the same shall become
        due and payable, whether at the stated maturity or by declaration
        of acceleration, call for redemption, redemption at the option of
        the holder thereof or otherwise, and as if such payment were made
        by the Company.

             2.   The Guarantor hereby agrees that its obligations
        hereunder shall be unconditional, irrespective of the validity,
        regularity or enforceability of such Security or the Fiscal
        Agency Agreement, the absence of any action to enforce the same,
        any waiver or consent by the holder of such Security or any such
        coupon or by the Fiscal Agent with respect to any provisions
        thereof or of the Fiscal Agency Agreement, the recovery of any
        judgment against the Company or any action to enforce the same or
        any other circumstance which might otherwise constitute a legal
        or equitable discharge or defense of a guarantor.  The Guarantor
        hereby waives diligence, presentment, demand of payment, filing
        of claims with a court in the event of insolvency or bankruptcy
        of the Company, any right to require a proceeding first against
        the Company, protest or notice with respect to such Security or
        coupon or the indebtedness evidenced thereby and all demands
        whatsoever, and covenants that this Guarantee will not be
        discharged except by complete performance of the obligations
        contained in such Security and any such coupon and in this
        Guarantee.

             3.   (a)  The Guarantor will not merge or consolidate with,
        or sell or convey all or substantially all of its assets to, any
        other corporation, unless (i) either (A) the Guarantor shall be
        the surviving corporation in the case of a merger, (B) the assets
        sold or conveyed shall be owned by a corporation or corporations
        which, immediately following such sale or conveyance, are at
        least 51%-owned, directly or indirectly, by the Guarantor,
        provided that such sale or conveyance does not result in the

                                       B-6PAGE
<PAGE>
        reclassification, conversion, exchange or cancellation of
        outstanding shares of Common Stock of the Guarantor, or (C) (I)
        the surviving, resulting or transferee corporation shall
        expressly assume the due and punctual performance of all of the
        covenants and obligations of the Guarantor under the Guarantees
        and Fiscal Agency Agreement, by supplemental agreement reasonably
        satisfactory to the Fiscal Agent, and (II) the Fiscal Agent shall
        have received the documentation required in the context by the
        Fiscal Agency Agreement and (ii) the Guarantor or such successor
        corporation, as the case may be, shall not, immediately after
        such merger, consolidation, sale or conveyance, be in default in
        the performance of any covenants or obligations of the Guarantor
        under the Guarantees or the Fiscal Agency Agreement.

                  (b)  Upon any merger, consolidation, sale, conveyance
        or assumption as provided in clause (i)(C) of Section 3(a), the
        successor or assuming corporation shall succeed to and be
        substituted for, and may exercise every right and power of and be
        subject to all the obligations of, the Guarantor under the
        Guarantees and Fiscal Agency Agreement, with the same effect as
        if such successor or assuming corporation had been named as the
        Guarantor therein and herein and the Guarantor shall be released
        from its obligations as obligor under the Guarantees and Fiscal
        Agency Agreement.

             4.   (a)  The Guarantor, for itself, its successors and
        assigns, covenants and agrees, and each holder of Securities by
        his acceptance thereof, likewise covenants and agrees, that all
        obligations of the Guarantor relating to payment of the principal
        of, premium, if any, and interest and Additional Amounts
        (pursuant to Section 2 of the Securities) on each and all of the
        Securities and coupons is hereby expressly subordinated, to the
        extent and in the manner hereinafter set forth, in right of
        payment to the prior payment in full of all Senior Indebtedness
        of the Guarantor (as defined below).

             "Senior Indebtedness of the Guarantor" or "Senior
        Indebtedness" shall mean the principal of, premium, if any, and
        interest on and all other amounts due on or with respect to the
        following, whether outstanding at the date hereof or hereafter
        created or incurred:

                       (i)  indebtedness of the Guarantor for money
        borrowed by the Guarantor (excluding the Guarantees, but
        including purchase money obligations) whether or not evidenced by
        debentures, bonds, notes or other corporate debt securities or
        similar instruments issued by the Guarantor (including the
        Guarantor's obligations with respect to its 5% Senior Convertible
        Debentures due 2001; provided, however, that Senior Indebtedness
        shall not include (a) the Guarantor's 4-1/4% Convertible
        Subordinated Debentures due 2003, the obligations represented by
        which shall rank pari passu with the obligations represented
        hereby in right of payment, (b) the Guarantor's subordinated
        guarantee of the principal, premium, if any, and interest on the

                                       B-7PAGE
<PAGE>
        4-1/2% Convertible Subordinated Debentures Due 2004 of Thermo
        Fibertek Inc., on the 6-1/2% Convertible Subordinated Debentures
        due 1997 and the 4-5/8% Convertible Subordinated Debentures due
        2003 of Thermo TerraTech Inc., on the 4-3/4% Convertible
        Subordinated Debentures due 2004 of Thermo Cardiosystems, Inc.,
        on the Non-Interest Bearing Convertible Subordinated Debentures
        due 2001 and the 4-7/8% Convertible Subordinated Debentures due
        2004 of Thermo Ecotek Corporation, on the Non-Interest Bearing
        Convertible Subordinated Debentures due 2003 of Thermedics Inc.,
        on the 3-3/4% Convertible Subordinated Debentures due 2000 of
        Thermo Voltek Corp., on the 4-7/8% Convertible Subordinated
        Debentures due 2000 of Thermo Remediation Inc., on the 5%
        Convertible Subordinated Debentures due 2000 of ThermoQuest
        Corporation, and on the 5% Convertible Subordinated Debentures
        due 2000 of Thermo Optek Corporation, the obligations represented
        by which shall rank pari passu with the obligations represented
        hereby in right of payment and (c) the Guarantor's subordinated
        guarantee of the obligations to redeem the common stock of
        ThermoLyte Corporation, Thermo Fibergen Inc. and ThermoLase
        Corporation the obligations represented by which shall rank pari
        passu with the obligations represented hereby in right of
        payment;

                       (ii) obligations to reimburse any bank or other
        person in respect of amounts paid under letters of credit;

                       (iii)  leases for real property, equipment or
        other assets, which leases are capitalized in the Guarantor's
        consolidated financial statements in accordance with generally
        accepted accounting principles;

                       (iv) commitment, standby and other fees due and
        payable to financial institutions with respect to credit
        facilities available to the Guarantor;

                       (v)  obligations of the Guarantor under interest
        rate and currency swaps, floors, caps or other similar
        arrangements intended to fix or hedge interest rate obligations
        or currency exposure;

                       (vi) indebtedness secured by any mortgage, pledge,
        lien or other encumbrance on property which is owned or held by
        the Guarantor subject to such mortgage, pledge, lien or other
        encumbrance, whether or not the indebtedness secured thereby
        shall have been assumed by the Guarantor;

                       (vii)  obligations of the Guarantor constituting
        guarantees of indebtedness of or joint obligations with another
        or others which would be included in the preceding clauses (i),
        (ii), (iii), (iv), (v) or (vi) (including the Guarantor's
        guarantee of the principal, premium, if any, and interest on the
        3-3/4% Senior Convertible Debentures due 2000 and the 4-1/2%
        Senior Convertible Debentures due 2003 of Thermo Instrument
        Systems Inc.); or

                                       B-8PAGE
<PAGE>
                       (viii)  modifications, renewals, extensions or
        refundings of any of the indebtedness, leases, fees or
        obligations referred to in the preceding clauses (i), (ii),
        (iii), (iv), (v), (vi) and (vii), or debentures, notes or other
        evidences of indebtedness issued in exchange therefor;

        provided that Senior Indebtedness shall not include any
        particular indebtedness, lease, fee, obligation, modification,
        renewal, extension, refunding or exchanged security if, under the
        express provisions of the instrument creating or evidencing the
        same, or pursuant to which the same is outstanding, such
        indebtedness, lease, fee or obligation or such modification,
        renewal, extension, refunding or exchanged security is stated to
        be not superior in right of payment to the Guarantees.

                  (b) (i)   In the event of any insolvency or bankruptcy
        proceedings, or any receivership, liquidation, reorganization or
        other similar proceedings in connection therewith, relative to
        the Guarantor or it its creditors, in their capacity as such
        creditors, or to its property, or in the event of any proceedings
        for voluntary liquidation, dissolution or other winding up of the
        Guarantor, whether or not involving insolvency or bankruptcy, or
        in the event of any assignment for the benefit of creditors of
        the Guarantor or any marshalling of assets of the Guarantor, then
        the holders of Senior Indebtedness of the Guarantor shall first
        be entitled to receive payment in full of the principal of (and
        premium, if any) and interest, including interest thereon
        accruing after the commencement of any such proceeding, and other
        amounts due on or with respect to, all Senior Indebtedness of the
        Guarantor before the holders of any of the Securities and coupons
        shall be entitled to receive any payment on account of the
        obligations of the Guarantor relating to the principal of,
        premium, if any, or interest and Additional Amounts (pursuant to
        Section 2 of the Securities) on the Securities and coupons, and
        to that end the holders of Senior Indebtedness of the Guarantor
        shall be entitled to receive for application in payment thereof
        any payment or distribution of any kind or character, whether in
        cash, property or securities, which may be payable or deliverable
        in any such proceedings in respect of the obligations of the
        Guarantor relating to the Securities and coupons, other than
        securities of the Guarantor as reorganized or readjusted or
        securities of the Guarantor or any other corporation provided for
        by a plan of reorganization or readjustment the payment of which
        is subordinate, at least to the extent provided in this Section 4
        with respect to the obligations of the Guarantor relating to the
        Securities and coupons, to the payment of all Senior Indebtedness
        of the Guarantor, provided that the rights of the holders of
        Senior Indebtedness of the Guarantor are not altered by such
        reorganization or readjustment.  For the purposes of this
        Section 4, no consolidation, merger, conveyance or transfer made
        pursuant to the provisions of Section 3 shall be deemed to be a
        liquidation, reorganization, dissolution or other winding up of
        the Guarantor.

                                       B-9PAGE
<PAGE>
                       (ii) If under the circumstances set forth in
        paragraph (i) of this subsection, and notwithstanding the
        provisions thereof, any payment or distribution of assets of the
        Guarantor of any kind, whether in cash, property, or securities
        (other than securities of the Guarantor as reorganized or
        readjusted or securities of the Guarantor or any other
        corporation provided for by a plan of reorganization or
        readjustment the payment of which is subordinated, at least to
        the extent provided in this Section 4 with respect to the
        obligations of the Guarantor relating to the Securities and
        coupons, to the payment of all Senior Indebtedness of the
        Guarantor, provided that the rights of the holders of Senior
        Indebtedness of the Guarantor are not altered by such
        reorganization or readjustment), shall be received by the holders
        of the Securities in respect of the obligations of the Guarantor
        before all Senior Indebtedness of the Guarantor is paid in full,
        such payment or distribution shall be paid over to the holders of
        Senior Indebtedness of the Guarantor, ratably, for application to
        the payment of all Senior Indebtedness of the Guarantor remaining
        unpaid until all Senior Indebtedness of the Guarantor shall have
        been paid in full, after giving effect to any concurrent payment
        or distribution to the holders of such Senior Indebtedness of the
        Guarantor.

                       (iii)  Upon any distribution of assets of the
        Guarantor referred to in this Section, the holders of Securities
        shall be entitled to rely upon any final order or decree of a
        court of competent jurisdiction in which such dissolution,
        winding up, liquidation or reorganization proceedings are
        pending, and the holders of Securities shall be entitled to rely
        upon a certificate of the liquidating trustee or agent or other
        person making any distribution to the holders of Securities for
        the purpose of ascertaining the persons entitled to participate
        in such distribution, the holders of Senior Indebtedness of the
        Guarantor and other indebtedness of the Guarantor, the amount
        thereof or payable thereon, the amount or amounts paid or
        distributed thereon and all other facts pertinent thereto or to
        this Section.

                  (c) (i)   Upon the maturity of any Senior Indebtedness
        of the Guarantor by lapse of time, acceleration or otherwise, all
        principal thereof (and premium, if any) and interest due thereon,
        including interest thereon accruing after the commencement of any
        proceeding of the type referred to in paragraph (i) of
        Section 4(b) above, and all other amounts due on or with respect
        thereto, shall first be paid in full, or such payment duly
        provided for in cash, before any payment, directly or indirectly,
        is made on account of the obligations of the Guarantor relating
        to the principal of, premium, if any, or interest and Additional
        Amounts (pursuant to Section 2 of the Securities) on the
        Securities or coupons.

                                      B-10PAGE
<PAGE>
                       (ii) Upon the happening of an event of default
        with respect to any Senior Indebtedness of the Guarantor, as
        defined therein or in the instrument under which it is
        outstanding, permitting the holders to accelerate the maturity
        thereof, then, unless and until such event of default shall have
        been cured or waived or shall have ceased to exist, no payment
        shall be made by the Guarantor, directly or indirectly, on
        account of the obligations of the Guarantor relating to the
        principal of, premium, if any, or interest and Additional Amounts
        (pursuant to Section 2 of the Securities) on the Securities and
        coupons. 

                  (d)  In case cash, securities or other property
        otherwise payable or deliverable to the holders of the Securities
        on account of the Guarantees shall have been applied, pursuant to
        Section 4(b) or (c), to the payment of Senior Indebtedness of the
        Guarantor, then, upon the payment in full of all Senior
        Indebtedness of the Guarantor, the holders of the Securities and
        coupons shall be subrogated to any rights of any holders of
        Senior Indebtedness of the Guarantor, to receive any further
        payments or distributions applicable to Senior Indebtedness of
        the Guarantor until the obligations of the Guarantor in respect
        of the Guarantees shall have been discharged in full, and such
        payments or distributions received by the holders of the
        Securities and coupons, by reason of such subrogation, of cash,
        securities or other property which otherwise would be paid or
        distributed to the holders of Senior Indebtedness of the
        Guarantor, shall, as between the Guarantor and its creditors
        other than the holders of Senior Indebtedness of the Guarantor,
        on the one hand, and the holders of the Securities and coupons on
        account of the Guarantees, on the other hand, be deemed to be a
        payment by the Guarantor on account of Senior Indebtedness of the
        Guarantor and not on account of the Securities and coupons. 

                  (e)  No present or future holder of any Senior
        Indebtedness of the Guarantor shall be prejudiced in any way in
        the right to enforce the subordination of the Guarantees by any
        act or failure to act on the part of the Guarantor.  The
        provisions of this Section 4 are solely for the purpose of
        defining the relative rights of the holders of Senior
        Indebtedness of the Guarantor, on the one hand, and the holders
        of the Securities and coupons on account of the Guarantees, on
        the other hand, against the Guarantor and its assets, and nothing
        contained in this Section 4 shall impair, as between the
        Guarantor and the holder of any Security or coupon, the
        obligation of the Guarantor, which is unconditional and absolute,
        to perform in accordance with the terms of its Guarantees, or
        prevent the holder of any Security or coupon, upon default
        hereunder or under such Security or coupon, from exercising all
        rights, powers and remedies otherwise provided herein or therein
        or by applicable law, all subject to the rights of the holders of
        Senior Indebtedness of the Guarantor under this Section 4 to
        receive cash, property or securities otherwise payable or

                                      B-11PAGE
<PAGE>
        deliverable to the holders of the Securities and coupons on
        account of the Guarantees.

                  (f)  Nothing contained in this Section 4 or in any
        Guarantees shall prevent at any time, except under the conditions
        described in Sections 4(b) and (c) hereof or during the pendency
        of any dissolution, winding up, liquidation or reorganization
        proceedings therein referred to, the Guarantor from performing
        its obligations under the Guarantees.

             5.   The Guarantor shall be subrogated to all rights of the
        holders of the Securities and of any coupons against the Company
        in respect of any amounts paid by the Guarantor pursuant to the
        provisions of this Guarantee; provided, however, that the
        Guarantor shall not be entitled to enforce or to receive any
        payments arising out of, or based upon, such right of subrogation
        until the principal of, premium, if any, and interest on and
        Additional Amounts (pursuant to Section 2 of the Securities, if
        any, on) all of the Securities shall have been paid in full. 

             6.   THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
        ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES
        OF AMERICA WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS RULES. 

             7.   All terms used in this Guarantee which are defined in
        the Fiscal Agency Agreement shall have the meanings assigned to
        them in the Fiscal Agency Agreement. 

             8.   Subject to the next following paragraph, the Guarantor
        hereby certifies and warrants that all acts, conditions and
        things required to be done and performed and to have happened
        precedent to the creation and issuance of this Guarantee and to
        constitute the same a legal, valid and binding obligations of the
        Guarantor enforceable in accordance with their terms, have been
        done and performed and have happened in due and strict compliance
        with all applicable laws. 

             9.   This Guarantee shall not become valid or obligatory for
        any purpose until the certificate of authentication on the
        Security upon which this Guarantee is endorsed shall have been
        duly signed by the Fiscal Agent acting under the Fiscal Agency
        Agreement.

                                      B-12PAGE
<PAGE>
             IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
        to be duly executed in its corporate name by the manual or
        facsimile signature of a duly authorized officer. 

        Dated:
                                       THERMO ELECTRON CORPORATION

                                       By: _________________________
                                         Name:
                                         Title:
        Attest:

        _________________________

                                      B-13PAGE
<PAGE>
                                                                EXHIBIT C

                       Form of Certificate to be Given by
             The Euroclear Operator and Cedel Bank, societe anonyme

                                  CERTIFICATION

                                     U.S. $

                             THERMOLASE CORPORATION

                   4 3/8% Convertible Subordinated Debentures
                               due August 5, 2004

                               (the "Securities")

             This is to certify that, based solely on certifications we
        have received in writing, by tested telex or electronic
        transmission from member organizations appearing in our records
        as persons being entitled to a portion of the principal amount
        set forth below or to interest payable on an interest payment
        date (our "Member Organizations"), substantially to the effect
        set forth in the Fiscal Agency Agreement relating to the
        above-captioned Securities, as of the date hereof, U.S.
        $_______________ aggregate principal amount of the
        above-captioned Securities is owned by persons that are not
        citizens or residents of the United States, domestic
        partnerships, domestic corporations or any estate or trust the
        income of which is subject to United States Federal income
        taxation regardless of its source or any other person deemed a
        "United States person" or a "U.S. person" under the Internal
        Revenue Code of 1986, as amended, or Regulation S under the U.S.
        Securities Act of 1933, as amended ("United States persons").

             The following denominations of Bearer Securities are
        requested:

                                   No. of                 Amount
                                Certificates

        $1,000 Denomination    _____________   =   $________________
        $10,000 Denomination   _____________   =   $________________
        Total Requested        _____________   =   $________________ 

             We further certify (i) that we are not making available
        herewith for exchange any portion of the Regulation S Global
        Security excepted in such certifications and (ii) that as of the
        date hereof we have not received any notification from any of our
        Member Organizations to the effect that the statements made by
        such Member Organization with respect to any portion of the part
        submitted herewith for exchange are no longer true and cannot be
        relied upon as of the date hereof.  We further certify that

                                       C-1PAGE
<PAGE>
        interest payable on the interest payment dates on February 15 and
        August 15 will be paid with respect to U.S. $_____________
        principal amount of the Securities with respect to which we have
        received from  Member Organizations certificates substantially in
        the form set out in Exhibit D to the Fiscal Agency Agreement
        relating to the Securities that the Securities (a) are owned by a
        person (other than a financial institution for purposes of resale
        during the restricted period) who is not a United States person;
        (b) are owned by a United States person (other than a financial
        institution for purposes of resale during the restricted period)
        who is (i) a foreign branch of a United States financial
        institution or (ii) a United States person who acquired such
        Securities through the foreign branch of a United States
        financial institution and who for purposes of this certification
        holds such Securities through such financial institution on the
        date hereof and, in either case, such United States financial
        institution has agreed, for the benefit of the Company, to comply
        with the requirements of Section 165(j)(3)(A), (B) or (C) of the
        United States Internal Revenue Code of 1986, as from time to time
        amended, and the regulations thereunder; or (c) are owned by a
        financial institution for purposes of resale during the
        restricted period and such financial institution has certified
        that it has not acquired such Securities for purposes of resale
        directly or indirectly to a United States person or to a person
        within the United States or its possessions.

             To the extent that we have knowledge that any of such
        certificates from a Member Organization is false and to the
        extent that we have not received with respect to any Securities
        such certificates from Member Organization, we are not requesting
        that payment be made for interest with respect thereto.

             We further certify that as of the date hereof we have not
        received any notification from any of our Member Organizations to
        the effect that the statements made by such Member Organization
        with respect to any interest payment on any portion of the
        principal amount of the Securities are no longer true and cannot
        be relied upon as of the date hereof.  We further certify that
        under the rules of the undersigned organization, each Member
        Organization has agreed that any electronic certification shall
        have the effect of a signed certification and that all
        certifications shall be retained for at least four calendar years
        following the year in which the certifications are received in
        compliance with the rules set forth under Treas.  Reg. Section
        1.163-5(c)(2)(i)(D)(3)(i).

             We undertake that any interest received by us and not paid
        as provided above shall be returned to the Fiscal Agent for the
        above-captioned Securities immediately prior to the expiration of
        two years after such interest payment date in order to be repaid
        by such Fiscal Agent to the above issuer at the end of two years
        after such interest payment date.
                                       C-2PAGE
<PAGE>
             We understand that this certification is required in
        connection with certain tax laws and, if applicable, certain
        securities laws of the United States.  In connection therewith,
        if administrative or legal proceedings are commenced or
        threatened in connection with which this certification is or
        would be relevant, we irrevocably authorize you to produce this
        certification to any interested party in such proceedings.

             As used herein, "United States" means the United States of
        America (including the States and the District of Columbia); and
        its territories and possessions, including Puerto Rico, the U.S.
        Virgin Islands, Guam, American Samoa, Wake Island and the
        Northern Mariana Islands.  As used herein, "restricted period"
        means the period described in Section 1.163-5(c)(2)(i)(D)(7) of
        the Treasury Regulations and "financial institution" means the
        persons described in Section 1.165-12(c)(1)(v) of the Treasury
        Regulations.

        Dated:         ____________________, 199X(4) 

                                 Yours faithfully,

                                 [MORGAN GUARANTY TRUST COMPANY OF NEW 
                                  YORK, BRUSSELS OFFICE, AS OPERATOR OF 
                                  THE EUROCLEAR SYSTEM]

                                 [CEDEL BANK, SOCIETE ANONYME]*

                                 By:_____________________________

        _______________________
        (4)  To be dated no earlier than the date which is 40 days after 
             August 12, 1997.

        *Delete as appropriate.

                                       C-3PAGE
<PAGE>
                                                                EXHIBIT D

                 Form of Certificate of Beneficial Ownership for
                     Bearer Securities to be Provided to the
              Euroclear Operator or to Cedel Bank, societe anonyme

                                  CERTIFICATION

                               U.S. $____________

                             THERMOLASE CORPORATION

                   4 3/8% Convertible Subordinated Debentures
                               due August 5, 2004

                               (the "Securities")

             This is to certify that as of the date hereof and except as
        set forth below, $___________ aggregate principal amount of the
        above-mentioned Securities held by you for our account are owned
        or, if this certificate is being delivered in connection with a
        payment of interest, were owned, by or on behalf of, (a) a person
        (other than a financial institution for purposes of resale during
        the restricted period) who is not a United States person; or (b)
        a United States person (other than a financial institution for
        purposes of resale during the restricted period) who is (i) a
        foreign branch of a United States financial institution or (ii) a
        United States person acquiring such Securities through the
        foreign branch of a United States financial institution and who
        for purposes of this certification holds such Securities through
        such financial institution on the date hereof, and, in the case
        of either (i) or (ii), such United States financial institution
        has agreed, for the benefit of the Company, to comply with the
        requirements of Section 165(j)(3)(A), (B) or (C) of the United
        States Internal Revenue Code of 1986, as from time to time
        amended, and the regulations thereunder; or (c) a financial
        institution for purposes of resale during the restricted period
        and such financial institution has not acquired such Securities
        for purposes of resale directly or indirectly to a United States
        person or to a person within the United States or its
        possessions; and the undersigned has obtained a similar
        certificate from its member organizations on which this
        certificate is based; provided, however, that if the undersigned
        has actual knowledge that the information contained in such a
        certificate is false (and, absent documentary evidence that the
        beneficial owner of such Security is not a United states person,
        it will be deemed to have actual knowledge that such certificate
        is false if it has a United States address for such beneficial
        owner, other than a financial institution described above), the
        undersigned will not deliver a Security in temporary or
        definitive bearer form to the person who signed such certificate
        notwithstanding the delivery of such certificate to the
        undersigned.

                                       D-1PAGE
<PAGE>
                                   No. of
                                Certificates              Amount

        $1,000 Denomination    ____________    =   $________________
        $10,000 Denomination   ____________    =   $________________
        Total Requested        ____________    =   $________________ 

             As used herein, (i) "United States person" means a citizen
        or resident of the United States, a corporation, partnership or
        other entity created or organized in or under the laws of the
        United States and an estate or trust the income of which is
        subject to United States Federal income taxation regardless of
        its source or any other person deemed a "United States person" or
        a "U.S. person" under the Internal Revenue Code of 1986, as
        amended, or Regulation S under the U.S. Securities Act of 1933,
        as amended, (ii) "United States" means the United States of
        America (including the States and the District of Columbia) and
        its territories and possessions, including Puerto Rico, the U.S.
        Virgin Islands, Guam, American Samoa, Wake Island and the
        Northern Mariana Islands, (iii) "restricted period" means the
        period described in Section 1.163-5(c)(2)(i)(D)(7) of the
        Treasury Regulations, and (iv) "financial institution" means the
        persons described in Section 1.165-12(c)(1)(v) of the United
        States Treasury Regulations.

             We undertake to advise you promptly by tested telex on or
        prior to the date on which you intend to submit your
        certification relating to the Securities held by you for our
        account in accordance with your operating procedures if any
        applicable statement herein is not correct on such date, and in
        the absence of any such notification it may be assumed that this
        certification applies as of such date.

             This certification excepts and does not relate to
        U.S. $_______________ of such interest in the above Securities in
        respect of which we are not able to certify and as to which we
        understand exchange and delivery of definitive Securities cannot
        be made until we do so certify.

                                       D-2PAGE
<PAGE>
             We understand that this certification is required in
        connection with certain tax laws and, if applicable, certain
        securities laws of the United States.  In connection therewith,
        if administrative or legal proceedings are commenced or
        threatened in connection with which this certification is or
        would be relevant, we irrevocably authorize you to produce this
        certification or a copy hereof to any interested party in such
        proceedings.

        Dated:         ___________________, 199X(5)

                                      [Name]

                                      By:_________________________
                                      Signature

                                      As, or as agent for, the beneficial
                                      owner[s] of the Securities to which
                                      this certificate relates.

        _______________________
        (5)  To be dated no earlier than the date which is 40 days after 
             August 12, 1997.

                                       D-3PAGE
<PAGE>
                                                                EXHIBIT E

                   Form of Certificate of Beneficial Ownership
                 for Registered Securities to be Provided to the
              Euroclear Operator or to Cedel Bank, societe anonyme

                                 CERTIFICATION 

                               U.S. $____________

                             THERMOLASE CORPORATION

                   4 3/8% Convertible Subordinated Debentures
                               due August 5, 2004

                               (the "Securities")

             Please issue U. S. $_______ of the U.S. $________ aggregate
        principal amount of the Securities held by you for our account in
        registered form.  We hereby certify to you that we are not a
        "U.S. Person" as defined in Regulation S under the United States
        Securities Act of 1933, as amended or a "United States person" as
        defined under the Internal Revenue Code of 1986, as amended,
        except as provided in U.S. Treasury Regulation Section
        1.163-5(c)(2)(i)(D).  The exact name of the beneficial holder
        that the Securities are to be registered in is as follows:

             The following denomination(s) of Registered Securities are
        requested (integral multiples of $1,000):

                                 No. of                  Amount
           Denominations      Certificates

          $______________    _____________   =    $________________
          _______________    _____________   =    $________________
          _______________    _____________   =    $________________

          _______________    _____________   =    $________________
          Total Requested    _____________   =    $________________ 

             [This certificate does not constitute such certification [or
        We hereby certify that we have provided such certification] on
        Form W-8 or its equivalent as may be necessary to avoid
        imposition of withholding and/or back-up withholding under U.S.
        federal tax law with respect to any payments of interest on the
        Securities.]

                                       E-1PAGE
<PAGE>
             We irrevocably authorize you to produce this certificate or
        a copy hereof to any interested party in any administrative or
        proceedings with respect to the matters covered by this
        certificate.

        Dated:    __________________, 199X(6) 

                                      Yours faithfully,

                                      [NAME]

                                      By: _______________________

                                           Signature

                                      To be completed by the account 
                                      holder as, or as agent for, the 
                                      beneficial owner(s) of the 
                                      Securities to which this 
                                      certificate relates.

        _______________________
        (6)  To be dated no earlier than the date which is 40 days after 
             August 12, 1997.

                                       E-2PAGE
<PAGE>
                                                                EXHIBIT F

                       Form of Certificate to be Given by

             The Euroclear Operator and Cedel Bank, societe anonyme

                                  CERTIFICATION

                               U.S. $_____________

                             THERMOLASE CORPORATION

                   4 3/8% Convertible Subordinated Debentures
                               due August 5, 2004

                               (the "Securities")

             This is to certify that, based solely on certifications we
        have received in writing, by tested telex or electronic
        transmission from member organizations appearing in our records
        as persons being entitled to a portion of the principal amount
        set forth below (our "Member Organizations"), substantially to
        the effect set forth in the Fiscal Agency Agreement, as of the
        date hereof, U.S. $___________ aggregate principal amount of the
        above-captioned Securities is owned by persons that are not
        citizens or residents of the United States, domestic
        partnerships, domestic corporations or any estate or trust the
        income of which is subject to United States Federal income
        taxation regardless of its source (except as provided in U.S.
        Treasury Regulation Section 1.163-5(c)(2)(i)(D)) or any other
        person deemed a "U.S. person" under Regulation S under the U.S.
        Securities Act of 1933, as amended.  

             The following denomination(s) of Registered Securities are
        requested (integral multiples of $1,000):

                                   No. of                 Amount
                                Certificates

        $1,000 Denomination    ______________  =   $________________
        $10,000 Denomination   ______________  =   $________________
        Total Requested        ______________  =   $________________ 

             We further certify (i) that we are not making available
        herewith for exchange (or, if relevant, exercise of any rights or
        collection of any interest) any portion of the Regulation S
        Global Security excepted in such certifications and (ii) that as
        of the date hereof we have not received any notification from any
        of our Member Organizations to the effect that the statements
        made by such Member Organization with respect to any portion of
        the part submitted herewith for exchange (or, if relevant,

                                       F-1PAGE
<PAGE>
        exercise of any rights or collection of any interest) are no
        longer true and cannot be relied upon as of the date hereof.

             We understand that this certification is required in
        connection with certain tax laws and, if applicable, certain
        securities laws of the United States.  In connection therewith,
        if administrative or legal proceedings are commenced or
        threatened in connection with which this certification is or
        would be relevant, we irrevocably authorize you to produce this
        certification to any interested party in such proceedings.

             As used herein, "United States" means the United States of
        America (including the States and the District of Columbia); and
        its territories and possessions, including Puerto Rico, the U.S.
        Virgin Islands, Guam, American Samoa, Wake Island and the
        Northern Mariana Islands.

        Dated:    __________________, 199X(7)

                                      Yours faithfully,

                                      [MORGAN GUARANTY TRUST COMPANY OF 
                                       NEW YORK, BRUSSELS OFFICE, AS 
                                       OPERATOR OF THE EUROCLEAR SYSTEM]

                                      [CEDEL BANK, SOCIETE ANONYME]

                                      By:__________________________

        _______________________
        (7)  To be dated no earlier than the date which is 40 days after 
             August 12, 1997.

                                       F-2PAGE
<PAGE>
                                                                EXHIBIT G

                            FORM OF TRANSFEREE LETTER

        ThermoLase Corporation
        and
        Ladies and Gentlemen:

             We are delivering this letter in connection with the
        purchase of 4 3/8% Convertible Subordinated Debentures due 2004
        (the "Debentures") of ThermoLase Corporation, a Delaware
        corporation (the "Company"), which are convertible into shares of
        Common Stock of the Company (the "Underlying Shares" and together
        with the Debentures, the "Restricted Securities"), all as
        described in the Company's Offering Circular dated August 5, 1997
        (the "Offering Circular").

             We represent, warrant and agree as follows:

                  1.   We understand and hereby acknowledge that the
        Debentures and, prior to the effectiveness of a registration
        statement filed with the Securities and Exchange Commission
        relating to the resale of the Underlying Shares, the Underlying
        Shares have not been registered under the Securities Act of 1933,
        as amended (the "Securities Act"), and may not be sold except as
        permitted in the following sentence.  We agree on our own behalf
        and on behalf of any investor account (as hereinafter defined)
        for which we are purchasing the Debentures to offer, sell or
        otherwise transfer such Restricted Securities prior to the date
        which is two years (or the then applicable holding period under
        Rule 144(k) under the Securities Act (or successor provision))
        after the later of the date of original issue and the last date
        on which the Company or any affiliate of the Company was the
        owner of such Restricted Securities (or any predecessor thereto)
        (the "Resale Restriction Termination Date") only (a) to the
        Company, (b) pursuant to a registration statement which has been
        declared effective under the Securities Act, (c) for so long as
        the Debentures are eligible for resale pursuant to Rule 144A
        under the Securities Act, to a person we reasonably believe is a
        qualified institutional buyer under Rule 144A (a "QIB") that
        purchases for its own account or for the account of a QIB to whom
        notice is given that the transfer is being made in reliance on
        Rule 144A, (d) outside the United States in a transaction meeting
        the requirements of Rule 904 of Regulation S under the Securities
        Act, (e) in a transaction arranged by a broker or dealer
        registered under the Securities Exchange Act of 1934, as amended,
        to an institutional "accredited investor" within the meaning of
        subparagraph (a)(1), (2), (3), or (7) of Rule 501 under the
        Securities Act (an "Institutional Accredited Investor") that is
        purchasing Restricted Securities for its own account or for the
        account of such Institutional Accredited Investor, for investment
        purposes and not with a view to, or for offer or sale in
        connection with, any distribution in violation of the Securities

                                       G-1PAGE
<PAGE>
        Act or (f) pursuant to any other available exemption from the
        registration requirements of the Securities Act as confirmed in
        an opinion of counsel, acceptable in form and substance to the
        Company, and, in each case, in accordance with the applicable
        securities laws of any state of the United States or any other
        applicable jurisdiction and subject to any requirement of law
        that the disposition of our property or the property of such
        investor account or accounts be at all times within our or their
        control and in compliance with any applicable state securities
        laws.  The foregoing restrictions on resale will not apply
        subsequent to the Resale Restriction Termination Date.  If any
        resale or other transfer of the Restricted Securities is proposed
        to be made pursuant to clause (e) above prior to the Resale
        Restriction Termination Date, the transferor shall deliver a
        letter from the transferee containing representations and
        agreements substantially the same as those contained herein.  We
        acknowledge that the Company and the U.S. Agent reserve the right
        prior to any offer, sale or other transfer prior to the Resale
        Restriction Termination Date of the Debentures and Common Stock
        pursuant to clause (d), (e) or (f) above to require the delivery
        of an opinion of counsel, certifications or other information
        acceptable to the Company and the U.S. Agent in form and
        substance.

                  2.   We are an Institutional Accredited Investor within
        the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501
        under the Securities Act.

                  3.   Any purchase of Restricted Securities by us will
        be for our own account or for the account of one or more other
        Institutional Accredited Investors (an "investor account") as to
        which we exercise sole investment discretion.

                  4.   We are not acquiring the Restricted Securities
        with a view to, or for offer or sale in connection with, any
        distribution in violation of the Securities Act.

                  5.   We have such knowledge and experience in financial
        and business matters as to be capable of evaluating the merits
        and risks of purchasing the Restricted Securities, and we and any
        investor account for which we are acting are each able to bear
        the economic risk of our or its investment.

                  6.   We have received a copy of the Offering Circular
        and acknowledge that we have had access to such financial and
        other information, and have been afforded the opportunity to ask
        such questions of representatives of the Company and the
        Guarantor and receive answers thereto, as we deem necessary in
        connection with our decision to purchase Restricted Securities.

             We understand that the registrar and transfer agent will not
        be required to accept for registration of transfer any Restricted
        Securities, except upon presentation of evidence satisfactory to
        the Company and the Fiscal Agent that the foregoing restrictions

                                       G-2PAGE
<PAGE>
        on transfer have been complied with.  We further understand that
        the Restricted Securities will be in the form of definitive
        physical certificates and that such certificates will bear a
        legend reflecting the substance of paragraph 1 above.

             We shall provide to any person purchasing any Restricted
        Securities from us a notice advising such purchaser that
        transfers of the Debentures and the Underlying Shares are
        restricted as set forth herein.

             We understand that prior to any proposed offer of Debentures
        occurring before the Resale Restriction Termination Date, we must
        check the appropriate box set forth on the reverse of the
        certificate evidencing such Debentures relating to the manner of
        such transfer and submit the certificates to the Fiscal Agent.
        In addition, we understand that prior to any proposed transfer of
        Debentures or any proposed offer of Underlying Shares acquired
        upon conversion of Debentures when there is not effective
        registration statement covering such Underlying Shares to an
        institutional accredited investor occurring before the Resale
        Restriction Termination Date, we may be required to furnish to
        the Company and the Fiscal Agent such certifications, legal
        opinion or other information as they may reasonably require to
        confirm that the proposed transfer is being made pursuant to an
        exemption from, or in a transaction not subject to, the
        registration requirements of the Securities Act, and that
        transfers occurring before the Resale Restriction Termination
        Date to any other person pursuant to another available exemption
        under the Securities act will require an opinion of counsel
        satisfactory to the Company.

             We acknowledge that you and others will rely upon our
        confirmations, acknowledgments and agreements set forth herein,
        and we agree to notify you promptly in writing of any of our
        representations or warranties herein ceases to be accurate and
        complete. You are irrevocably authorized to produce this letter
        or a copy hereof to any interested party in any administrative or
        legal proceeding or official inquiry with respect to the matters
        covered hereby.

                                       G-3PAGE
<PAGE>
             THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN
        ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                      Very truly yours,

                                      _____________________________
                                           (Name of Purchaser)

                                      By:___________________________
                                           Name:
                                           Title:
                                           Address:

                                      Date:_______________________