Exhibit 10(c) (xii)

EMPLOYMENT AGREEMENT

This Agreement is made as of December 12, 2002 by and between American Science & Engineering, Inc. (the "Company"), a Massachusetts
corporation having its principal place of business in Billerica, Massachusetts, and Paul Theodore Owens, (the "Executive") having his principal address at 32 Perrault Road, Needham Heights,
Massachusetts.

The
Company desires to retain the services of the Executive, and the Executive is willing to render such services, in accordance with the terms hereinafter set forth.

Accordingly,
the Company and the Executive agree as follows:

1.    The
Company agrees to employ the Executive as, and the Executive agrees to perform the duties of Vice President, Chief Financial Officer and Treasurer of the Company.

2.    (a)
The Executive's weekly salary shall be $3,846.15 ("Base Salary") payable not less frequently than on a monthly basis in accordance with standard company policy for
executives. The Executive shall also be eligible for an annual bonus in an amount of up to fifty (50%) percent of Base Salary (annualized) based on Executive's performance, as determined by the
Company's CEO, of specific goals to be determined by the CEO. Executive shall also be granted options to purchase 50,000 shares of the Company's Common Stock at a price equal to the closing price on
the date of this Agreement. The options will vest over three (3) years and will be otherwise implemented in accordance with the terms and conditions of the Company's 1999 Combination Stock
Option Plan and approval of the grant by the Board of Directors.



3.    (a)
The Company shall pay to the Executive the "Severance Payment" in the event that the Executive is terminated by the Company within sixty (60) days prior to or
twelve (12) months after the occurrence of a "Change of Control," as defined below. The Severance Payment shall be made at the time of such termination.



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4.    (a)
If the Executive is terminated for any reason other than (i) "Cause" (as defined below); or (ii) pursuant to a Change of Control as defined in
Paragraph 3 (such reasons other than (i) or (ii) are hereinafter referred to as "Termination for Convenience") the Executive shall receive an amount equal to the greater of the
amount that would be due under the Company's then-current severance policy, if any, or six months of his then-current Base Salary, payable, at the Company's option, on the last
date of his employment or in weekly installments. In case of Termination for Convenience, the Executive shall be entitled to a continuation of all benefits being received by him at the time of
termination for the lesser of six (6) months from the date of termination, or until the date in which the Executive begins new employment in which he receives substantially similar benefits. If
the Executive is Terminated for Convenience within twelve (12) months after a change in the Company's President/CEO, the Executive shall be entitled to receive the Severance Payment described
in Paragraph 2(b) in place of the benefits described in this Paragraph 3.



5.    The
Company may not assign all or any part of its obligations under this Agreement, except to a successor as provided for in this paragraph. The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform
this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. As used in this Agreement, unless the context requires otherwise, the "Company"
shall mean the Company as defined above or any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law, or otherwise. This Agreement
shall inure to the benefit of and be enforceable by and binding upon (i) any such successor and (ii) the Executive's personal or legal representatives, executors, administrators and
designated beneficiaries.

6.    This
Agreement contains the entire agreement between the parties with respect to the subject mater hereof and supersedes all prior oral and written agreements,
understandings and commitments between the parties relating to this Agreement. Notwithstanding the foregoing, the Executive shall at all times remain subject to all policies and procedures of the
Company that relate to employees of the Company, except to the extent that this Agreement contains terms or provisions that are contrary to or

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provides greater benefits than such policies and procedures, in which case this Agreement shall control. No amendment to this Agreement shall be made except by a written instrument signed by both
parties.

7.    The
Executive agrees that, during the term of employment by the Company and during an additional period of (1) year which shall commence at the date of termination
of Executive's employment, he will not:



8.    If
any agreement or covenant made by the Executive herein shall, to any extent, be determined by any court having jurisdiction as being too broad in area, time, or both,
or otherwise to any extent held invalid, then the part or parts which are determined to be invalid or unenforceable shall be severed and the remaining parts of this Agreement shall continue in full
force and effect.

9.    Executive
acknowledges that a breach or threatened breach of any commitment made by Executive in this Agreement could cause irreparable injury to the Company; that
damages would not adequately compensate the Company for such breach or threatened breach and that such damages would be difficult to determine. Therefore, Executive agrees that the Company shall be
entitled to such equitable and injunctive relief as may be available to restrain or prevent a breach or contemplated breach of any
of the obligations of the Executive in this Agreement. The Company shall have this right in addition to damages and any other remedy available at law or in equity.

10.  The
Appendix A the AS&E Proprietary Information Procedure, is attached hereto and incorporated into this Agreement.

11.  This
Agreement shall be construed and enforced under and be governed in all respects by the law of the Commonwealth of Massachusetts, without regard to the conflict of
law principles thereof.

12.  This
Agreement supercedes all prior agreements.

IN
WITNESS WHEREOF, the Company has caused this instrument to be executed on its behalf by a duly authorized officer and the Executive has executed this instrument, all as of the date
set forth above.

| |  | AMERICAN SCIENCE & ENGINEERING, INC.
| |  | ------------------------------------
| |  | By:                                 
| |  |                                     

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