EXHIBIT 10.2

                          PLEDGE AND SECURITY AGREEMENT


GRANTOR:          SMK GROUP, LLC
                  7 East Skippack Pike
                  Ambler, PA 19002

LENDER:           THERMOTREX CORPORATION
                  10455 Pacific Center Court
                  San Diego, CA 92121-4339


THIS PLEDGE AND  SECURITY  AGREEMENT  is entered  into  between  SMK GROUP,  LLC
referred to below as "Grantor");  and THERMOTREX  CORPORATION (referred to below
as "Lender").

     A.   GRANT OF SECURITY  INTEREST.  For  valuable  consideration,  Grantor
grants  to  Lender  a  security   interest  in  the  Collateral  to  secure  the
Indebtedness  and  agrees  that  Lender  shall  have the  rights  stated in this
Agreement with respect to the Collateral,  in addition to all other rights which
Lender may have by law.

     B.   DEFINITIONS.   The  following   words  shall  have  the  following
meanings when used in this Agreement:

          1.   Agreement. The word "Agreement" means this Pledge and Security
Agreement, as this Pledge and Security Agreement may be amended or modified from
time to  time,  together  with  all  exhibits  and  schedules  attached  to this
commercial Pledge and Security Agreement from time to time.

          2.   Collateral.  The word  "Collateral"  means  806,800  shares of
common stock of ThermoLase Corporation, which Grantor has delivered or agrees to
deliver (or cause to be delivered or appropriate  book-entries made) immediately
to Lender.

          3.   Event of Default.  The words  "Event of  Default"  means and
include  without  limitation  any of the Events of Default  set forth below in
the section titled "Events of Default."

          4.   Grantor.   The  word  "Grantor"   means  SMK  GROUP  LLC,  a
Delaware limited liability company.

          5.   Income and proceeds.  The words "Income and proceeds" mean all
present and future income, proceeds, earnings, increases, and substitutions from
or for the Collateral of every kind and nature, including without limitation all
payments,   profits,   distributions,   benefits,   rights,  options,  warrants,
dividends,  stock dividends,  stock splits, stock rights,  regulatory dividends,
distributions,  subscriptions,  monies,  claims for money due and to become due,
shares of stock of different par value or no par value issued in substitution or
exchange for the Collateral.

          6.   Indebtedness.   The  word   "Indebtedness"   means   only  the
indebtedness  evidenced  by the Note,  including  all  principal  and  interest,
together with all costs and expenses for which Grantor is responsible under this
Agreement or under the Note.

          7.    Lender.    The   word   "Lender"   means   THERMO   ELECTRON
CORPORATION, a Delaware corporation.

          8.    Note.  The word  "Note"  means the Note  dated  July 7, 1998
between Grantor and Lender.

     C.   GRANTOR'S  REPRESENTATIONS  AND  WARRANTIES  WITH  RESPECT  TO THE
COLLATERAL.  Grantor represents and warrants to Lender that:

          1.   Ownership.  Grantor  is the lawful  owner of the  Collateral
free and clear of all security  interests,  liens,  encumbrances and claims of
others.

          2.   Right to  Pledge.  Grantor  has the full  right,  power  and
authority to enter into this Agreement and to pledge the Collateral.

          3.   Binding Effect.  This Agreement is binding upon Grantor,  as
well as Grantor's  successors,  representatives  and  assigns,  and is legally
enforceable in accordance with its terms.

          4.   No Further  Assignment.  Grantor has not, and will not,  sell,
assign,  transfer,  encumber or otherwise  dispose of any of Grantor's rights in
the Collateral except as provided in this Agreement.

          5.   No Violation.  The execution and delivery of this  Agreement
will not violate any law or agreement  governing  Grantor or to which  Grantor
is a party.

     D.   THE RIGHTS AND  OBLIGATIONS  OF LENDER AND GRANTOR WITH RESPECT TO
COLLATERAL.

          1.   Lender may hold the Collateral until the Indebtedness has been
paid and satisfied and  thereafter  shall deliver the Collateral to the Grantor.
However,  during the term of this Agreement Grantor shall have the right to vote
the  shares  of stock  held as  Collateral  and  exercise  all  other  rights of
ownership  over  the  Collateral  except  as  restricted  by the  terms  of this
Agreement.

          2.   Commencing July 7, 1999,  upon the request of Grantor,  Lender
shall sell part or all of the Collateral in such amounts and in accordance  with
Grantor's instructions,  and apply the net proceeds of such sales to the amounts
due under the Note in accordance with its terms.

          3.   Upon  Grantor's  request  Lender shall  release to Grantor all
Collateral  in  excess  of two  hundred  percent  (200%)  of the  amount  of the
Indebtedness due under the Note at the time of Grantor's request for the release
of Collateral.

          4.   Income  and  Proceeds  from the  Collateral.  All  Income  and
Proceeds  received,  paid,  or delivered in  substitution  or in exchange of the
Collateral  shall be received by or delivered to Lender as Collateral  hereunder
unless cash is so received, paid or delivered in substitution or exchange of the
Collateral,  then it shall be applied to the  outstanding  amounts due under the
Note, in accordance with its terms.  All Income and Proceeds from the Collateral
which may be received  by, paid,  or delivered as an addition to the  Collateral
(such as dividends) shall be paid to, received by or delivered to Grantor.

          5.   Perfection  of  Security  Interest.  Upon  request  of Lender,
Grantor  will  deliver  to Lender  any and all of the  documents  evidencing  or
constituting  the Collateral.  When applicable law provides more than one method
of perfection of Lender's security interest,  Lender may choose the method(s) to
be used.  Upon  request of Lender,  Grantor  will sign and deliver any  writings
necessary to perfect Lender's security interest.  If the Collateral  consists of
securities for which no certificate has been issued, Grantor agrees, at Lender's
option,  either to request issuance of an appropriate  certificate or to execute
appropriate  instructions on Lender's forms instructing the issuer, to record on
its books or records, by book-entry or otherwise,  Lender's security interest in
the  Collateral.   Grantor  hereby  appoints  Lender  as  Grantor's  irrevocable
attorney-in-fact for the purpose of executing any documents necessary to perfect
or to continue the security interest granted in this Agreement.

     E.   EXPENDITURES  BY LENDER.  If not discharged or paid when due, Lender
may (but shall not be obligated to) discharge or pay any amounts  required to be
discharged  or paid by  Grantor  under  this  Agreement  or the Note,  including
without limitation all taxes, liens, security interests, encumbrances, and other
claims,  at any time levied or placed on the Collateral.  All such  expenditures
incurred or paid by Lender for such purposes will then bear interest at the rate
charged  under the Note from the date  incurred or paid by Lender to the date of
repayment by Grantor.  All such expenses shall become a part of the Indebtedness
and,  at  Lender's  option,  will be  added to the  balance  of the Note due and
payable at the Note's maturity. This Agreement also will secure payment of these
amounts.  Such right shall be in addition  to all other  rights and  remedies to
which Lender may be entitled upon the occurrence of an Event of Default.

     F.   LIMITATIONS  ON  OBLIGATIONS  OF LENDER.  Lender  shall use ordinary
reasonable  care in the physical  preservation  and custody of the Collateral in
Lender's  possession,  but  shall  have  no  other  obligation  to  protect  the
collateral or its value and Lender shall have no liability for  depreciation  or
deterioration of the Collateral.

     G.   EVENTS OF  DEFAULT.  Each of the  following  shall  constitute  an
Event of Default under this Agreement:

          1.   Default under the Note.  The occurrence of an Event of Default
under the Note, in accordance with its terms.

          2.   Other  Defaults.  Failure  of  Grantor  to  comply  with or to
perform any other term,  obligation,  covenant or  condition  contained  in this
Agreement  after  receipt of a notice of its failure to comply and a  reasonable
opportunity to cure such failure.

          3.   Insolvency.   The  dissolution  or  termination  of  Grantor's
existence, the insolvency of Grantor, the appointment of a receiver for any part
of Grantor's property, any assignment for the benefit of creditors,  any type of
creditor workout,  or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Grantor.

          4.   Creditor   or   Forfeiture   Proceedings.    Commencement   of
foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help
repossession  or  any  other  method,  by  any  creditor  of  Grantor  or by any
governmental  agency against the Collateral or any other collateral securing the
Indebtedness.  This includes a garnishment of any of Grantor's  deposit  account
with Lender.

     H.   RIGHTS AND REMEDIES ON DEFAULT.  If an Event of Default occurs under
this Agreement,  at any time thereafter,  Lender may exercise any one or more of
the following rights and remedies:

          1.   Collect the  Collateral.  Collect and retain  possession  of
the Collateral.

          2.   Sell  the  Collateral.   Sell  the  Collateral,   at  Lender's
discretion,  as a unit or in parcels,  at one or more  public or private  sales.
Lender  shall give or mail to Grantor,  notice at least ten (10) days in advance
of the time and place of any public sale, or of the date after which any private
sale may be made.  Grantor agrees that any  requirement of reasonable  notice is
satisfied if Lender mails notice by ordinary mail  addressed to Grantor,  or any
of them, at the last address Grantor has given Lender in writing.

          3.   Register  Securities.  Register any  securities  included in
the Collateral in Lender's name and exercise any rights  normally  incident to
the ownership of securities.

          4.   Sell   Securities.   Sell  any  securities   included  in  the
Collateral in a manner  consistent with applicable  federal and state securities
laws,  notwithstanding  any other provision of this or any other agreement.  If,
because of restrictions  under such laws,  Lender is or believes it is unable to
sell the  securities in an open market  transaction,  Grantor agrees that Lender
shall have no obligation to delay sale until the  securities  can be registered,
and may make a private sale to one or more  persons or to a restricted  group of
persons, even though such sale may result in a price that is less favorable than
might be  obtained  in an open  market  transaction,  and  such a sale  shall be
considered commercially reasonable.

          5.   Other Rights and Remedies. Have and exercise any or all of the
rights and remedies of a secured  creditor  under the  provisions of the Uniform
Commercial Code, at law, in equity, or otherwise.

          6.   Application of Proceeds. Apply any cash which is received from
the  collection or sale of the  Collateral,  to  reimbursement  of any expenses,
including any costs for  registration  of  securities,  commissions  incurred in
connection with a sale,  reasonable  attorney fees, and court costs,  whether or
not there is a lawsuit and including  any fees on appeal,  incurred by Lender in
connection with the collection and sale of such Collateral and to the payment of
the  Indebtedness  of  Grantor to  Lender,  with any excess  funds to be paid to
Grantor as the interest of Grantor may appear.

          7.   Cumulative  Remedies.  All of  Lender's  rights and  remedies,
whether evidenced by this Agreement or by any other writing, shall be cumulative
and may be exercised  singularly or  concurrently.  Election by Lender to pursue
any remedy  shall not exclude  pursuit of any other  remedy,  and an election to
make  expenditures  or to take action to perform an  obligation of Grantor under
this Agreement,  after Grantor's  failure to perform,  shall not affect Lender's
right to declare a default and to exercise its remedies.

          8.   Limitation of  Liability.  Grantor's  liability  hereunder and
under the Note is strictly limited to the Collateral pledged hereunder and shall
not extend in any way to any other assets or property of the Maker,  its members
or any officers, directors, agents or trustee thereof.

     I.   MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions
are a part of this Agreement:

          1.   Amendments.   This   Agreement,   together   with  the   Note,
constitutes  the entire  understanding  and  agreement  of the parties as to the
matters set forth in this  Agreement.  No  alteration  of or  amendment  to this
Agreement shall be effective  unless given in writing and signed by the party or
parties sought to be charged or bound by the alteration or amendment.

          2.   Applicable  Law.  If there is a lawsuit,  Grantor  agrees upon
Lender's request to submit to the jurisdiction of the courts of the Commonwealth
of Massachusetts. Lender and Grantor hereby waive the right to any jury trial in
any action,  proceeding,  or  counterclaim  brought by either  Lender or Grantor
against  the  other.  This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the Commonwealth of Massachusetts.

          3.   Caption  Headings.  Caption  headings in this  Agreement are
for  convenience  purposes  only and are not to be used to interpret or define
the provisions of this Agreement.

          4.   Notices. All notices required to be given under this Agreement
shall be given in writing,  may be sent by facsimile (unless otherwise  required
by law), and shall be effective when actually delivered or when deposited with a
nationally  recognized overnight courier or deposited in the United States mail,
first class, postage prepaid, addressed to the party to whom the notice is to be
given at the address  shown above.  Any party may change its address for notices
under this  Agreement  by giving  formal  written  notice to the other  parties,
specifying that the purpose of the notice is to change the party's  address.  To
the extent  permitted  by  applicable  law,  if there is more than one  Grantor,
notice to any  Grantor  will  constitute  notice  to all  Grantors.  For  notice
purposes,  Grantor will keep Lender  informed at all times of Grantor's  current
address(es).

          5.   Severability.  If a court of competent  jurisdiction finds any
provision of this Agreement to be invalid or  unenforceable  as to any person or
circumstance,   such  finding  shall  not  render  that  provision   invalid  or
unenforceable as to any other persons or  circumstances.  If feasible,  any such
offending  provision  shall be deemed to be  modified to be within the limits of
enforceability  or validity;  however,  if the offending  provision cannot be so
modified, it shall be stricken and all other provisions of this Agreement in all
other respects shall remain valid and enforceable.

          6.   Successor  Interests.  The  terms of this  Agreement  shall be
binding upon Grantor, and upon Grantor's personal  representatives,  successors,
and assigns, and shall be enforceable by Lender and its successors and assigns.

          7.   Waiver.  Lender  shall not be deemed to have waived any rights
under  this  Agreement  unless  such  waiver is given in  writing  and signed by
Lender. No delay or omission on the part of Lender in exercising any right shall
operate  as a waiver of such right or any other  right.  A waiver by Lender of a
provision  of this  Agreement  shall not  prejudice  or  constitute  a waiver of
Lender's right otherwise to demand strict  compliance with that provision or any
other provision of this Agreement.  No prior waiver by Lender, nor any course of
dealing between Lender and Grantor, shall constitute a waiver of any of Lender's
rights  or of any  of  Grantor's  obligations  as to  any  future  transactions.
Whenever the consent of Lender is required under this Agreement, the granting of
such consent by Lender in any instance shall not constitute  continuing  consent
to  subsequent  instances  where such  consent is required and in all cases such
consent may be granted or withheld in the sole discretion of Lender.

     J.    GRANTOR AND LENDER  ACKNOWLEDGE  HAVING READ ALL THE PROVISIONS OF
THIS  PLEDGE  AND  SECURITY  AGREEMENT,  AND EACH  AGREES TO ITS  TERMS.  THIS
AGREEMENT IS DATED JULY 7, 1998.                             .

THIS AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.

GRANTOR:

SMK GROUP LLC
      By:   Its Members:

            /s/ Lydia Katzoff   
            Lydia Katzoff

            The Stuart Katzoff Trust

                  By:   /s/ Gerald Katzoff
                        Gerald Katzoff, Trustee

LENDER:

THERMOTREX CORPORATION

      By: /s/ Gary S. Weinstein
      Name: Gary S. Weinstein
      Title: Chairman