EXHIBIT 2.5

                                                           Execution Copy
                                                           --------------
                            ASSET PURCHASE AGREEMENT

             This Asset Purchase Agreement is made and entered into as of
        the 25th day of January, 1996, by and among Thermedics Detection
        Inc., a corporation organized under the laws of Massachusetts
        (the "Buyer"), Moisture Systems Corporation, a Massachusetts
        corporation ("MSC"), Moisture Systems Limited, a limited company
        organized under the laws of England ("MSC-UK"), Anacon
        Corporation, a Massachusetts corporation ("Anacon"), and the
        principals of MSC, MSC-UK and Anacon whose names appear on the
        signature pages hereto (the "Principals").  MSC, MSC-UK and
        Anacon are referred to herein individually as the Seller and
        collectively as the Sellers.

             The Buyer desires to purchase, and the Sellers desire to
        sell substantially all of their assets, subject to the assumption
        by the Buyer of certain liabilities.

             NOW THEREFORE, in consideration of the premises and the
        mutual covenants, agreements and provisions herein contained, the
        parties hereto agree as follows:

                                    AGREEMENT

             The parties, intending to be legally bound, agree as
        follows:

        1.   DEFINITIONS

             For purposes of this Agreement, the following terms have the
        meanings specified or referred to in this Section 1:

             "Accounts Receivable" -- as defined in Section 3.7.

             "Assets" -- as defined in Section 2.1.

             "Applicable Contract"-- any Contract (a) under which any of
        the Sellers has any rights, (b) under which any of the Sellers
        has subject to any obligation or liability, or (c) by which any
        of the Sellers or any of the assets owned or used by any of the
        Sellers is  bound.

             "Assumed Liabilities" -- as defined in Section 2.4.

             "Balance Sheet Date" -- as defined in Section 2.4.

             "Best Efforts"-- the efforts that a prudent Person desirous
        of achieving a result would use in similar circumstances to
        ensure that such result is achieved as expeditiously as possible;
         provided, however, that a Person required to use his Best
        Efforts under this Agreement will not be required to take actions
        that would result in a materially adverse change in the benefits
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        to such Person of this Agreement and the Contemplated
        Transactions.

             "Breach"--a "Breach" of a representation, warranty,
        covenant, obligation, or other provision of this Agreement or any
        instrument delivered pursuant to this Agreement will be deemed to
        have occurred if there is or has been any inaccuracy in or breach
        of, or any failure to perform or comply with, such
        representation, warranty, covenant, obligation, or other
        provision, and the term "Breach" means any such inaccuracy,
        breach, or failure.

             "Buyer"-- as defined in the first paragraph of this
        Agreement.

             "Closing"-- as defined in Section 2.7.

             "Closing Balance Sheet" -- as defined in Section 2.5.

             "Closing Date" -- as defined in Section 2.7.

             "Code"-- the Internal Revenue Code of 1986 or any successor
        law, and regulations issued by the IRS pursuant to the Internal
        Revenue Code or any successor law.

             "Competitive Business" -- as defined in Section 6.17.

             "Consent"-- any approval, consent, ratification, waiver, or
        other authorization (including any Governmental Authorization ).

             "Contemplated Transactions"-- all of the transactions
        contemplated by this Agreement, including:

                  (a)  the sale of the Assets by the Sellers to Buyer;

                  (b)  the performance by Buyer and the Sellers of their
        respective covenants and obligations under this Agreement; and

                  (c)  Buyer's acquisition and ownership of the Assets
        and exercise of control over the Assets.

             "Contract"-- any agreement, contract, obligation, promise,
        or undertaking (whether written or oral and whether express or
        implied) that is legally binding.

             "Damages"-- as defined in Section 5.2.

             "Disclosure Letter"-- the disclosure letter delivered by the
        Sellers to the Buyer concurrently with the execution and delivery
        of this Agreement and attached hereto as Exhibit A and
        incorporated into this Agreement as a part hereof.

             "Draft Closing Balance Sheet" -- as defined in Section 2.5.

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             "Encumbrance"-- any charge, claim, community property
        interest, condition, equitable interest, lien, option, pledge,
        security interest, right of first refusal, or restriction of any
        kind, including any restriction on use, voting (in the case of
        any security), transfer, receipt of income, or exercise of any
        other attribute of ownership.

             "Environment"-- soil, land, surface or subsurface strata,
        surface waters (including navigable waters and ocean waters),
        groundwater, drinking water supply, stream sediments, ambient air
        (including indoor air), plant and animal life, and any other
        environmental medium or natural resource.

             "Environmental, Health and Safety Liabilities"-- any cost,
        damages, expense, liability, obligation, or other responsibility
        arising from or under Environmental Law, Occupational Safety and
        Health Law, a contract or other obligation relating to:

                  (a)  any environmental, health, or safety matters or
        conditions (including on-site or off-site contamination,
        occupational safety and health, and regulation of chemical
        substances or products);

                  (b)  fines, penalties, judgments, awards, settlements,
        legal or administrative proceedings, damages, losses, claims,
        demands and response, remedial, or inspection costs and expenses
        arising under Environmental Law or Occupational Safety and Health
        Law;

                  (c)  financial responsibility under Environmental Law
        or Occupational Safety and Health Law for cleanup costs or
        corrective action, including any cleanup, removal, containment,
        or other remediation or response actions ("Cleanup") required by
        applicable Environmental Law or Occupational Safety and Health
        Law (whether or not such Cleanup has been required or requested
        by any Governmental Body or any other Person) and for any natural
        resource damages; or

                  (d)  any other compliance, corrective, or remedial
        measures required under Environmental Law or Occupational Safety
        and Health Law.

        The terms "removal," "remedial," and "response action" include
        the types of activities covered by the United States
        Comprehensive Environmental Response, Compensation, and Liability
        Act, 42 U.S.C. Sec. 9601 et seq., as amended ("CERCLA").

             "Environmental Law"-- any Legal Requirement designed:

                  (a)  to advise appropriate authorities, employees, and
        the public of intended or actual releases of pollutants or
        hazardous substances or materials, violations or discharge
        limits, or other prohibitions and of the commencements of

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        activities, such as resource extraction or construction, that
        could have an adverse impact on the Environment;

                  (b) to permit or license, or to prevent or acceptably
        minimize the release of pollutants or hazardous substances or
        materials into the Environment;

                  (c)  to reduce the quantities, prevent the release, and
        minimize the hazardous characteristics of wastes that are
        generated;

                  (d)  to protect resources, species, or ecological
             amenities;

                  (e)  to acceptably minimize the risks inherent in
        transportation of hazardous substances, pollutants, oil, or other
        potentially harmful substances;

                  (f)  to clean up pollutants that have been released,
        prevent the threat of release, or pay the costs of such clean up
        or prevention; or

                  (g)  to make responsible parties pay private parties,
        or groups of them, for damages done to their health or
        Environment, or to permit self-appointed representatives of the
        public interest to recover for injuries done to public assets.

             "ERISA"-- the Employee Retirement Income Security Act of
        1974 or any successor law, and regulations and rules issued
        pursuant to that Act or any successor law.

             "ERISA Affiliate" -- as defined in Section 3.9.

             "Exchange Act" -- the Securities Exchange Act of 1934 or any
        successor law, and regulations and rules issued pursuant to that
        Act or any successor law.

             "Excluded Assets"-- as defined in Section 2.2.

             "Excluded Liabilities" --as defined in Section 2.4.

             "Facilities"-- any real property, leaseholds, or other
        interests currently or formerly owned or operated by any of the
        Sellers (or any predecessor Person) and any buildings, plants,
        structures, or equipment currently or formerly owned, leased, or
        operated by any of the Sellers (or any predecessor Person).

             "FERC" -- Federal Energy Regulatory Commission

             "Financial Statements -- as defined in Section 3.4.

             "GAAP"-- generally accepted United States accounting
        principles, applied on a basis consistent with the basis on which

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        the Balance Sheet and the other financial statements referred to
        in Section 3.4 were prepared.

             "Governmental Authorization"-- any approval, consent,
        license, permit, waiver, exemption or variance, or other
        authorization issued, granted, given, or otherwise made available
        by or under the authority of any Governmental Body or pursuant to
        any Legal Requirement.

             "Governmental Body"-- any:

                  (a)  nation, state, county, city, town, village,
        district, or other jurisdiction of any nature;

                  (b)  federal, state, local, municipal, foreign, or
             other government;

                  (c)  governmental or quasi-governmental authority of
        any nature (including any governmental agency, branch,
        department, official, or entity and any court or other tribunal);

                  (d)  multi-national organization or body; or

                  (e)  body exercising, or entitled or purporting to
        exercise, any administrative, executive, judicial (including
        court), legislative, police, regulatory, or taxing authority or
        power of any nature.

             "Hazardous Activity"-- the distribution, generation,
        handling, importing, management, manufacturing, processing,
        production, refinement, Release, storage, transfer,
        transportation, treatment, or use (including any withdrawal or
        other use of groundwater) of Hazardous Materials in, on, under,
        about, or from the Facilities or any part thereof into the
        Environment, and any other act, business, operation, or thing
        that increases the danger, or risk of danger, or poses an
        unreasonable risk of harm to persons or property on or off the
        Facilities.

             "Hazardous Materials"-- any substance that is listed,
        deemed, designated, or classified as, or otherwise determined to
        be, hazardous, radioactive, or toxic or a pollutant or a
        contaminant under or pursuant to any Environmental Law, including
        any admixture or solution thereof, and specifically including
        petroleum and all derivatives thereof or synthetic substitutes
        therefor and asbestos or asbestos containing materials.

             "Indemnified Persons"-- as defined in Section 5.2.

             "IRS"-- the United States Internal Revenue Service or any
        successor agency, and, to the extent relevant, the United States
        Department of the Treasury.


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             "Knowledge"-- an individual will be deemed to have
        "Knowledge" of a particular fact or other matter if:

                  (a)  such individual is actually aware of such fact or
             other matter; or

                  (b)  a prudent individual could be expected to discover
        or otherwise become aware of such fact or other matter in the
        Ordinary Course of Business or in the course of a reasonable
        investigation made in connection with making representations and
        warranties concerning the sale of a business.

        A Person (other than an individual) will be deemed to have
        "Knowledge" of a particular fact or other matter if any
        individual who is serving, or who has at any time served, as a
        director, officer, employee, partner, executor, or trustee of
        such Person (or in any similar capacity) has, or at any time had,
        Knowledge of such fact or other matter; provided that, the
        Sellers will be deemed to have "Knowledge" of a particular fact
        or other matter only if any of Dennis Carlson, Roger Carlson,
        John Fordham or Phillippa Higgs has, or at any time had,
        Knowledge of such fact or other matter.

             "Lease" -- a lease of MSC-UK's premises at the Old School,
        Station Road, Cogenhoe, Northampton England to be entered into at
        the Closing by MSC-UK (as lessor) and the Buyer or the Buyer's
        designee (as lessee).

             "Legal Requirement"-- any federal, state, local, municipal,
        foreign, international, multinational, or other constitution,
        law, ordinance, order, principle of common law, regulation,
        statute, or treaty.

             "Material Adverse Effect" -- any loss to the Sellers or,
        after the Closing, to the Buyer that, taken as a whole, is in
        excess of $100,000 .

             "Net Asset Benchmark" -- as defined in Section 2.5.

             "Occupational Safety and Health Law"-- any Legal Requirement
        designed to provide safe and healthful working conditions and to
        reduce occupational safety and health hazards.

             "Order"-- any award, decision, injunction, judgment, order,
        ruling, subpoena, or verdict entered, issued, made, or rendered
        by any court, administrative agency, or other Governmental Body
        or by any arbitrator.

             "Ordinary Course of Business"-- an action taken by a Person
        will be deemed to have been taken in the "Ordinary Course of
        Business" only if:



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                  (a)  such action is consistent with the past practices
        of such Person and is taken in the ordinary course of the normal
        day-to-day operations of such Person;

                  (b)  such action is not required to be authorized by
        the board of directors of such Person (or by any Person or group
        of Persons exercising similar authority), is not required to be
        specifically authorized by the parent company (if any) of such
        Person, and does not require any other separate or special
        authorization of any nature; and

                  (c)  such action is similar in nature and magnitude to
        actions customarily taken, without any separate or special
        authorization, in the ordinary course of the normal day-to-day
        operations of other Persons that are in the same line of business
        as such Person.

             "Organizational Documents"-- (a) the articles or certificate
        of incorporation and the bylaws of a corporation; (b) the
        partnership agreement and any statement of partnership of a
        general partnership; (c) the limited partnership agreement and
        the certificate of limited partnership of a limited partnership;
        (d) any charter or similar document adopted or filed in
        connection with the creation, formation, or organization of a
        Person; (e) the memorandum and articles of association of an
        English company; and (f) any amendment to any of the foregoing.

             "Person"-- any individual, corporation (including any
        non-profit corporation), general or limited partnership, limited
        liability company, joint venture, estate, trust, association,
        organization, or other entity or Governmental Body.

             "Plan"-- as defined in Section 3.9.

             "Principals" -- as defined in the first paragraph of this
        Agreement.

             "Proceeding"-- any action, arbitration, audit, hearing,
        investigation, litigation, or suit (whether civil, criminal,
        administrative, investigative, or informal) commenced, brought,
        conducted, or heard by or before, or otherwise involving, any
        Governmental Body or arbitrator.

             "Purchase Price" -- as defined in Section 2.3.

             "Related Person"-- with respect to a particular individual:

                  (a)  each other member of such individual's Family;

                  (b)  any Person that is directly or indirectly
        controlled by any one or more members of such individual's
        Family;


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                  (c)  any Person in which members of such individual's
        Family hold (individually or in the aggregate) a Material
        Interest; and

                  (d)  any Person with respect to which one or more
        members of such individual's Family serves as a director,
        officer, partner, executor, or trustee (or in a similar
        capacity).

        With respect to a specified Person other than an individual:

                  (a)  any Person that directly or indirectly controls,
        is directly or indirectly controlled by, or is directly or
        indirectly under common control with such specified Person;

                  (b)  any Person that holds a Material Interest in such
             specified Person;

                  (c)  each Person that serves as a director, officer,
        partner, executor, or trustee of such specified Person (or in a
        similar capacity);

                  (d)  any Person in which such specified Person holds a
             Material Interest; and

                  (e)  any Person with respect to which such specified
        Person serves as a general partner or a trustee (or in a similar
        capacity).

        For purposes of this definition, (a) the "Family" of an
        individual includes (i) the individual, (ii) the individual's
        spouse and former spouses, (iii) the brother, sister or child of
        the individual or the individual's spouse, and (iv) any other
        natural person who resides with such individual, and (b)
        "Material Interest" means direct or indirect beneficial ownership
        (as defined in Rule 13d-3 under the Exchange Act) of voting
        securities or other voting interests representing at least 5% of
        the outstanding voting power of a Person or equity securities or
        other equity interests representing at least 5% of the
        outstanding equity securities or equity interests in a Person.

             "Release"-- any spilling, leaking, emitting, discharging,
        depositing, escaping, leaching, dumping, or other releasing into
        the Environment.

             "Representative"-- MSC, as representative of all of the
        Sellers and the Principals.

             "Restricted Employee" -- as defined in Section 6.16.

             "Securities Act"-- the Securities Act of 1933 or any
        successor law, and regulations and rules issued pursuant to that
        Act or any successor law.

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             "Seller" and "Sellers"-- as defined in the first paragraph
        of this Agreement.

             "Subsidiary"-- with respect to any Person (the "Owner"), any
        corporation or other Person of which securities or other
        interests having the power to elect a majority of that
        corporation's or other Person's board of directors or similar
        governing body, or otherwise having the power to direct the
        business and policies of that corporation or other Person (other
        than securities or other interests having such power only upon
        the happening of a contingency that has not occurred) are held by
        the Owner or one or more of its Subsidiaries.

             "Tax"-- any tax (including without limitation any income,
        capital gains, gross receipts, license, payroll, employment,
        excise severance, stamp, occupation, premium, windfall profits,
        environmental (including without limitation taxes under Code
        Section 59A), customs duties, capital stock, franchise, profits,
        withholding, social security (or similar), unemployment,
        disability, real property, personal property, sales, use,
        transfer, registration, value added, alternative or add-on
        minimum, estimated, or other tax or other fiscal charges of any
        kind whatsoever, including any fine, interest, penalty, or
        addition thereto, whether disputed or not), imposed, assessed, or
        collected by or under the authority of any Governmental Body or
        payable pursuant to any tax-sharing agreement or any other
        Contract relating to the sharing or payment of any such tax.

             "Tax Return"-- any return, declaration, report, claim for
        refund, or information return or statement relating to Taxes,
        including without limitation any schedule or attachment thereto,
        and any amendment thereof.

             "Threat of Release"-- a substantial likelihood of a Release
        that may require action in order to prevent or mitigate damage to
        the Environment that may result from such Release.

             "Threatened"--a claim, Proceeding, dispute, action, or other
        matter will be deemed to have been "Threatened" if any demand or
        statement has been made (orally or in writing) or any notice has
        been given (orally or in writing), or if any other event has
        occurred or any other circumstances exists, that would lead a
        prudent Person to conclude that such a claim, Proceeding, action
        or other matter is likely to be asserted, commenced, taken, or
        otherwise pursued in the future.

             "UK Employees" -- all employees of MSC-UK, as listed in
        Exhibit G attached hereto.

        2.   SALE AND TRANSFER OF ASSETS; CLOSING

             2.1  Sale of Assets.  Subject to Section 2.2, at the
        Closing, the Buyer shall purchase, acquire and accept, and the
        Sellers shall assign, transfer, convey and deliver all of the
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        Sellers' right, title and interest in and to, the assets,
        properties and rights (contractual or otherwise) of every kind,
        nature and description owned by the Sellers (collectively, the
        "Assets").  The Assets shall include, without limitation, the
        following:

                  (a)  Inventories.  All inventories of raw materials,
        work in process, finished products and resale merchandise, scrap
        inventory, and expendable manufacturing supplies.

                  (b)  Machinery and Equipment.  All machinery and
        equipment used in the research and development, manufacture,
        production, assembly, test, handling, distribution, demonstration
        and sale of products, together with the spare-parts inventories
        and all manufacturing or production tools and maintenance
        supplies pertaining thereto.

                  (c)  Intellectual Property Rights and Trademarks.  All
        patents, trademarks, service marks, copyrights, trade names and
        applications therefor.

                  (d)  Technical Information and Intangibles.  All
        inventions, discoveries (whether patentable or unpatentable),
        processes, designs, know-how, trade secrets, proprietary data,
        software programs and intellectual property of all kinds,
        including drawings, plans, specifications, processes, patents,
        dies, designs, blue prints, records, data, product development
        records, production outlines, diskettes, source code, object
        code, flow charts, information, media or knowledge and
        procedures, and customer and supplier lists.

                  (e)  Contracts.  All real and personal property leases,
        licenses, sales, secrecy, confidentiality, distribution, supply
        and other Contracts, purchase contracts, sales orders, prepaid
        items, warranties and all causes of action and claims related
        thereto.

                  (f)  Motor Vehicles.  All cars, trucks and other motor
        vehicles, automotive equipment and other rolling stock.

                  (g)  Books and Records.  All books, records and
        accounts, correspondence, production records, technical,
        accounting, manufacturing and procedural manuals, and customer
        lists; employment records, studies, reports or summaries relating
        to any environmental conditions or consequences of any operation,
        as well as all studies, reports or summaries relating directly to
        the general condition of the Sellers; and any confidential
        information which has been reduced to writing relating to or
        arising out of the business of the Sellers.

                  (h)  Permits and Approvals.  To the extent
        transferable, all Governmental Authorizations.


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                  (i)  Claims.  All claims, prepayments, refunds, causes
        of action, choses in action, rights of recovery, rights of
        setoff, rights of recoupment, rights under warranties and other
        similar assets.

                  (j)  Furniture and Fixtures.  All office furniture,
        office equipment and supplies and computer hardware.

                  (k)  Accounts Receivable.  All trade and other accounts
        and notes receivable and any rights of recovery or setoff of
        every type and character.

                  (l)  Miscellaneous Supplies.  All catalogs, brochures,
        product literature, product-related application notes, manuals,
        technical papers, other printed materials, shipping and packaging
        materials and labels, cartons and shipping containers, palettes,
        shipping equipment, graphics, artwork, photographic film, slides,
        negatives, color separations, printer's and photographer's plates
        and so-called "camera-ready materials" and sales and advertising
        materials.

                  (m)  Cash and Securities.  All cash, bank accounts,
        money market accounts, certificates of deposit, treasury bills,
        bonds, notes, securities and similar assets.

                  (n)  Stock in Subsidiaries.  All of the Sellers' stock
        in any Subsidiaries.

             2.2  Excluded Assets.  Notwithstanding anything to the
        contrary herein, the Assets shall not include the following
        assets of the Sellers (the "Excluded Assets"):

                  (a)  The buildings and real property located at The Old
        School, Station Road, Cogenhoe, Northampton, England owned by
        MSC-UK.

                  (b)  The assets described on Exhibit B attached hereto.

             2.3  Purchase Price for the Assets.  Subject to Section 2.5,
        the aggregate purchase price for the Assets shall be $13,500,000
        (the "Purchase Price") payable as follows:  (a) $12,225,000 to
        MSC, (b) $475,000 to MSC-UK and (c) $800,000 to Anacon.

             2.4  Assumption of Liabilities.  At the Closing, the Buyer
        shall assume only the following liabilities of the Sellers (the
        "Assumed Liabilities"):  (i) liabilities reflected on the
        September Balance Sheets, except for any such liabilities
        discharged since the date of the September Balance Sheets (the
        "Balance Sheet Date") and except for liabilities excluded from
        the Draft Closing Balance Sheet pursuant to Section 2.5(a), (ii)
        liabilities incurred by the Sellers in the Ordinary Course of
        Business since the Balance Sheet Date, (iii) liabilities under
        bona fide warranty obligations of the Sellers outstanding as of
        the Closing Date, and (iv) liabilities and obligations under any
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        Contract assigned to the Buyer pursuant hereto, except for any
        such liabilities or obligations resulting from the actual or
        alleged breach by any of the Sellers of any such Contracts.  In
        furtherance of, but without limiting, the foregoing, except to
        the extent reflected on the September Balance Sheets, the Assumed
        Liabilities will not include any liabilities or obligations of
        the Sellers (a) for any Environmental Health and Safety
        Liabilities resulting from the ownership, operation or condition
        of the Facilities, or for any liabilities or obligations
        resulting from any Hazardous Activity conducted on or prior to
        the Closing Date, (b) for any Taxes resulting from the conduct of
        the business of the Sellers prior to the Closing Date, (c) to any
        retired or other former employees of any of the Sellers for
        salaries or benefits accrued prior to the Closing Date, (d) under
        any agreements with any employees providing for severance
        payments in the event such employees are terminated by Buyer
        after the Closing, (e) under any employee benefit plan maintained
        by any of the Sellers, including, without limitation, the defined
        benefit plan maintained by MSC-UK or (f) payables relating to the
        dust monitor business.  The Sellers and the Buyer anticipate that
        the United Kingdom Transfer of Undertakings (Protection of
        Employment) Regulations 1981 (the "Transfer Regulations") will
        apply to the sale and purchase under this Agreement in respect of
        the UK Employees.  The Sellers and the Buyer acknowledge and
        agree that under the Transfer Regulations the contracts of
        employment between MSC-UK and the UK Employees will have effect
        after the Closing Date as if originally made between Buyer and
        the UK Employees.  This shall not, however, diminish the Sellers'
        obligations pursuant to Section 5.2 to indemnify the Buyer
        against the liabilities specified in clauses (c), (d) and (e) of
        the preceding sentence or any other liabilities not specifically
        assumed by the Buyer under this Section 2.4, in relation to the
        UK Employees or any other past or present employees of MSC-UK or
        any predecessor of MSC-UK.  Notwithstanding the foregoing, the
        Buyer acknowledges and agrees that it will be responsible for any
        severance payments imposed by statute incurred when any UK
        Employee is terminated by Buyer after the Closing.  Any
        liabilities or obligations of the Sellers that are not Assumed
        Liabilities are referred to herein as "Excluded Liabilities."

             2.5  Post-Closing Adjustments.  The Purchase Price set forth
        in Section 2.2 shall be subject to adjustment after the Closing
        Date as follows:

                  (a)  Within 60 days after the Closing Date, the Buyer
        shall prepare and deliver to the Representative balance sheets
        reflecting the net tangible assets of each Seller (each, a "Draft
        Closing Balance Sheet").  The Buyer shall prepare the Draft
        Closing Balance Sheets in accordance with GAAP.  For purposes of
        this Agreement, "net tangible assets" shall mean tangible Assets
        minus Assumed Liabilities.  Notwithstanding anything to the
        contrary herein, the Draft Closing Balance Sheets shall not
        include any liabilities for vacation time for employees of the
        Sellers accrued between June 1, 1995 and the Closing Date or any
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        of the following liabilities:  (i) as described in the September
        Balance Sheet of MSC, (A) notes payable-officers, (B) accrued
        royalties payable, (C) accrued salaries-officers and (D) accrued
        dividends, (ii) as described in the September Balance Sheet of
        Anacon, (A) notes payable-officers, (B) accrued rent-related, (C)
        accrued expenses-related and (D) accrued dividends, and (iii) any
        payables from MSC-UK to Moisture Systems Consolidated Corporation
         In addition, the Draft Closing Balance Sheets shall not include
        any of the following assets as described on the September Balance
        Sheet of MSC: (i) notes receivable, (ii) interest receivable and
        (iii) rents receivable.  It is agreed that the valuation for all
        inventory on the Draft Closing Balance Sheet for Anacon shall be
        no greater than $150,000.

                  (b)  The Representative shall deliver to the Buyer
        within 60 days after receiving the Draft Closing Balance Sheets a
        detailed statement describing its objections (if any) thereto.
        Failure of the Representative so to object to any Draft Closing
        Balance Sheet shall constitute acceptance thereof, whereupon such
        Draft Closing Balance Sheet shall be deemed to be a "Closing
        Balance Sheet".  The Buyer and the Representative shall use
        reasonable efforts to resolve any such objections, but if they do
        not reach a final resolution within 30 days after the Buyer has
        received the statement of objections, the Buyer and
        Representative shall select an internationally recognized
        accounting firm mutually acceptable to them (the "Neutral
        Auditors") to resolve any remaining objections.  If the Buyer and
        Representative are unable to agree on the choice of Neutral
        Auditors, they shall select as Neutral Auditors an
        internationally recognized accounting firm by lot (after
        excluding their respective regular independent accounting firms).
        The Neutral Auditors shall determine whether the objections
        raised by the Representative are valid.  Each Draft Closing
        Balance Sheet that is the subject of objections by the
        Representative shall be adjusted in accordance with the Neutral
        Auditor's determination and, as so adjusted, shall be a Closing
        Balance Sheet.  Such determination by the Neutral Auditors shall
        be conclusive and binding upon the Buyer and Representative.  The
        Buyer, on one hand, and the Sellers, on the other, shall share
        equally the fees and expenses of the Neutral Auditors.

                  (c)  If the net tangible assets as shown on the Closing
        Balance Sheet applicable to any Seller is less than the Net Asset
        Benchmark for such Seller, such Seller shall pay to the Buyer, by
        wire transfer in immediately available funds, within ten business
        days after the date on which the Closing Balance Sheet is finally
        determined pursuant to this Section 2.5, an amount equal to such
        deficiency (plus interest thereon from the Closing Date at the
        interest rate equal to the base rate of the Bank of Boston as
        announced from time to time).

                  (d)  If the net tangible assets as shown on the Closing
        Balance Sheet applicable to any Seller is more than the Net Asset
        Benchmark for such Seller, the Buyer shall pay to such Seller, by
                                       13PAGE
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        wire transfer in immediately available funds, within ten business
        days after the date on which the Closing Balance Sheet is finally
        determined pursuant to this Section 2.5, an amount equal to such
        excess (plus interest thereon from the Closing Date at the
        interest rate equal to the base rate of Bank of Boston as
        announced from time to time).

                  (e)  As used in this Section 2.5, "Net Asset Benchmark"
        means (i) with respect to MSC, $2,415,000, (ii) with respect to
        MSC-UK, $313,500 and (iii) with respect to Anacon, $250,000.

             2.6  Allocation of Purchase Price.  The final allocation of
        the Purchase Price among the Assets shall reflect the book value
        of the Assets as shown on the Closing Balance Sheets.  The Buyer
        and the Sellers each shall report the federal, state, provincial,
        foreign and local income and other tax consequences of the
        transaction contemplated hereby in a manner consistent with such
        allocation.

             2.7  The Closing.  The closing of the transactions
        contemplated by this Agreement (the "Closing") shall occur at the
        offices of Thermo Electron Corporation, 81 Wyman Street, Waltham,
        Massachusetts, at 10:00 a.m. on the date set forth in the first
        paragraph of this Agreement (the "Closing Date").

             2.8  Deliveries by the Sellers to the Buyer.  At the
        Closing, the Sellers shall deliver, or cause to be delivered, to
        the Buyer, or any Subsidiary of the Buyer designated by the Buyer
        for this purpose:

                  (a)  such executed assignments, patent assignments,
        trademark assignments, bills of sale, certificates of title, or
        other documents, each dated the Closing Date, as shall be
        necessary, in the reasonable opinion of Buyer and its counsel to
        transfer to the Buyer all of the Sellers' right, title and
        interest in and to the Assets; and

                  (b)  an opinion of Bingham, Dana & Gould, counsel to
        the Sellers, in the form attached hereto as Exhibit C;

                  (c)  consents to the assignment of the Contracts listed
        on Exhibit D; and

                  (d)  the Lease.

             2.9  Deliveries by the Buyer to the Sellers.  At the
        Closing, the Buyer shall deliver to the Sellers:

                  (a)  the Purchase Price less the retention described in
        Section 2.10 by wire transfer to the account(s) designated by the
        Sellers; and

                  (b)  an executed assumption agreement and such other
        documents, each dated as of the Closing Date, as shall be
                                       14PAGE
<PAGE>

        necessary, in the reasonable opinion of the Sellers and their
        counsel, for the assumption by the Buyer of all of the Assumed
        Liabilities.

                  (c)  an opinion of Seth H. Hoogasian, general counsel
        of the Buyer, in the form attached hereto as Exhibit E.

             2.10 Escrow.  For the purpose of providing security for the
        obligations of the Sellers and the Principals under section 5.2,
        $1,350,000 (the "Escrow Amount") shall be withheld from the
        Purchase Price delivered at Closing and shall be placed in an
        escrow account with  an escrow agent (the "Agent") satisfactory
        to the parties.  On the first anniversary of the Closing Date,
        the Representative may withdraw for distribution to the Sellers,
        as their interests appear, 50% of the Escrow Amount, together
        with interest earned on such portion, less the amount of any
        unsatisfied claims for indemnification made by the Buyer prior to
        such first anniversary.  On the second anniversary of the
        Closing, the Representative may withdraw the remainder of the
        Escrow Amount, together with any interest thereon, for
        distribution to the Sellers, as their interests appear, less the
        amount of any unsatisfied claims for indemnification made by the
        Buyer on or prior to such second anniversary.  Any portion of the
        Escrow Amount that cannot be withdrawn from the escrow account
        due to pending claims by the Buyer for indemnification, shall
        remain in the escrow account until the resolution of such claims
        by judgment of a court from which no appeal can be made, decision
        of an arbitrator or agreement of the Buyer and the
        Representative.

        3.   REPRESENTATIONS AND WARRANTIES OF THE SELLERS

             The Sellers represent and warrant to Buyer as follows:

             3.1  Organization and Good Standing.

                  (a)  Each of the Sellers is a corporation duly
        organized, validly existing, and in good standing under the laws
        of the state or other jurisdiction of its incorporation or
        organization, with full corporate power and authority to conduct
        its business as it is now being conducted, to own or use the
        properties and assets that it purports to own or use, and to
        perform all its obligations under Applicable Contracts.  Each of
        the Sellers is duly qualified to do business as a foreign
        corporation and is in good standing under the laws of each state
        or other jurisdiction in which either the ownership or use of the
        properties owned or used by it, or the nature of the activities
        conducted by it, requires such qualification, except where the
        failure to so qualify, individually or in the aggregate, would
        not have a Material Adverse Effect.

                  (b)  Each of the Sellers has delivered to Buyer copies
        of its Organizational Documents, as currently in effect.

                                       15PAGE
<PAGE>

             3.2  Authority; No Conflict.

                  (a)  This Agreement constitutes the legal, valid, and
        binding obligations of the Sellers, enforceable against them in
        accordance with its terms.  

                  (b)  Except as set forth in Part 3.2 of the Disclosure
        Letter, neither the execution and delivery of this Agreement nor
        the consummation or performance of any of the Contemplated
        Transactions will, directly or indirectly (with or without notice
        or lapse of time):  (i) contravene, conflict with, or result in a
        violation of (A) any provision of the Organizational Documents of
        any of the Sellers, or (B) any resolution adopted by the board of
        directors or the stockholders of any of the Sellers; (ii)
        contravene, conflict with, or result in a violation of, or give
        any Governmental Body or other Person the right to challenge any
        of the Contemplated Transactions or to exercise any remedy or
        obtain any relief under, any Legal Requirement or any Order to
        which any of the Sellers, or any of the assets owned or used by
        any of the Sellers, may be subject; (iii) contravene, conflict
        with, or result in a violation or breach of any provision of, or
        give any Person the right to declare a default or exercise any
        remedy under, or to accelerate the maturity or performance of, or
        to cancel, terminate, or modify, any Applicable Contract; (iv)
        result in the imposition or creation of any Encumbrance upon or
        with respect to any of the assets owned or used by any of the
        Sellers; or (v) entitle any employee or other person to severance
        or other payments by any of the Sellers or create any other
        obligation to an employee or other person, including any increase
        in benefits.

                  (c) Except as set forth in Part 3.2 of the Disclosure
        Letter, none of the Sellers will be required to give any notice
        to or obtain any Consent from any Person in connection with the
        execution and delivery of this Agreement or the consummation or
        performance of any of the Contemplated Transactions.

             3.3  Subsidiaries.  Set forth in Part 3.3 of the Disclosure
        Letter is a list of all Subsidiaries of the Sellers, including,
        with respect to each Subsidiary, its jurisdiction of
        incorporation.  All of the outstanding capital stock of each
        Subsidiary has been duly authorized and validly issued, is fully
        paid, nonassessable and free of preemptive rights, and is owned
        beneficially and of record by the respective Seller or by another
        Subsidiary of a Seller free and clear of any Encumbrance or
        restriction of any nature, including, without limitation, any
        restriction on transfer or voting.  No shares of any Subsidiary's
        capital stock are reserved for issuance, and there are no
        options, warrants, convertible instruments or other rights,
        agreements or commitments, contingent or otherwise, obligating a
        Subsidiary to issue, sell or purchase shares of capital stock.
        None of the Sellers is a partner or joint venturer with any other
        person.  None of the Sellers is subject to any obligation,
        contingent or otherwise, to provide funds to or make an
                                       16PAGE
<PAGE>

        investment (in the form of a loan, capital contribution or
        otherwise) in any entity.  None of the Sellers has any equity
        interest in any corporation, partnership or other business entity
        other than the Subsidiaries listed on the Disclosure Letter.
        Each Subsidiary is in good standing under the laws of its
        jurisdiction of incorporation and has all requisite power and
        authority to own, operate and lease its properties and to carry
        on its business as it is now being conducted.  The Sellers have
        delivered to Buyer complete and correct copies of the
        Organizational Documents of each Subsidiary, as amended.  Each
        Subsidiary is duly qualified as a foreign corporation to do
        business, and is in good standing, in each jurisdiction in which
        the character of the properties owned, operated or leased by it
        or the nature of its activities is such that qualification is
        required by applicable laws, except where the failure to so
        qualify would not, individually or in the aggregate, have a
        Material Adverse Effect.  All jurisdictions where the
        Subsidiaries are qualified as foreign corporations or are
        required to be so qualified are listed on Part 3.3 of the
        Disclosure Letter.

             3.4  Financial Statements.  Each Seller has delivered to
        Buyer:  (a) an unaudited consolidated balance sheet of such
        Seller as at December 31, 1994 (each a "1994 Balance Sheet"), and
        the related unaudited statement of income and cash flows for the
        fiscal year then ended (each a "1994 Income Statement") and (b)
        an unaudited balance sheet of such Seller as at September 31,
        1995 (each a "September Balance Sheet") and the related unaudited
        statement of income and cash flows for the nine months then ended
        (each a "September Income Statement").  The 1994 Balance Sheets,
        September Balance Sheets, 1994 Income Statements and September
        Income Statements are referred to collectively as the "Financial
        Statements".  The Financial Statements fairly present the
        financial condition and the results of operations and cash flows
        of the Sellers as at the respective dates of and for the periods
        referred to therein all in accordance with GAAP, except that the
        September Balance Sheets are subject to normal year-end
        adjustments.  The Financial Statements reflect the consistent
        application of such accounting principles throughout the periods
        involved.  

             3.5  Books and Records.  The books of account, minute books,
        and other records of the Sellers, all of which have been made
        available to Buyer, are complete and correct in all material
        respects.  

             3.6  Title to Properties; Encumbrances.  Except as set forth
        in part 3.6 of the Disclosure Letter, the Sellers have valid and
        legally enforceable title to all of the Assets free and clear of
        any Encumbrances whatsoever, and the consummation of the
        Contemplated Transactions will vest in Buyer all of the Sellers'
        right, title and interest in and to the Assets.  


                                       17PAGE
<PAGE>

             3.7  Accounts Receivable.  All accounts receivable of the
        Sellers that are reflected on the September Balance Sheets
        (except for those collected in full prior to the Closing Date) or
        on the accounting records of the Sellers as of the Closing Date
        (collectively, the "Accounts Receivable") represent or will
        represent valid obligations arising from sales actually made or
        services actually performed in the Ordinary Course of Business.
        Unless paid prior to the Closing Date and except as set forth on
        Part 3.7 of the Disclosure Letter, to the Knowledge of the
        Sellers, the Accounts Receivable are or will be as of the Closing
        Date current and collectible net of the respective reserves shown
        on the September Balance Sheets or on the accounting records of
        the Sellers as of the Closing Date.  Except as set forth on Part
        3.7 of the Disclosure Letter, none of the Sellers has received
        notice that there is any contest, claim, or right of set-off with
        any maker of an Account Receivable relating to the amount or
        validity of such Account Receivable.  The Sellers do not have any
        accounts receivable from Moisture Systems Consolidated
        Corporation and MSC does not have any accounts receivable from
        MSC-UK which were assigned to MSC from Moisture Systems
        Consolidated Corporation.

             3.8  Taxes.  Except as set forth in Part 3.8 of the
        Disclosure Letter:

                  Each of the Sellers has accurately prepared and duly
        and timely filed all Tax Returns that it was required to file.
        All such Tax Returns were correct and complete in all material
        respects.  All Taxes owed by the Sellers have been paid when due,
        other than those being contested in good faith and where adequate
        reserves (determined in accordance with GAAP) have been
        established therefor.  All Taxes of any of the Sellers
        attributable to Tax periods or portions thereof ending on or
        prior to the Closing Date, including Taxes that may become
        payable by any of the Sellers in future periods in respect of any
        transactions or sales occurring on or prior to the Closing Date,
        that have not yet been paid have, in the aggregate, been
        adequately reflected as a liability on the books of the Sellers
        in accordance with GAAP.  None of the Sellers is currently being
        audited or examined by any Governmental Body, nor have any
        deficiencies for any Tax been asserted against any of the
        Sellers.  No claim or inquiry with respect to any material amount
        of Taxes has been made within the past seven years by an
        authority in a jurisdiction where any of the Sellers did not file
        Tax Returns that it is or may be subject to any Tax by that
        jurisdiction.  Without limiting the generality of the foregoing,
        each of the Sellers has withheld or collected and duly paid all
        Taxes required to have been withheld or collected and paid in
        connection with payments to foreign persons, sales and use Tax or
        Value Added Tax obligations, and amounts paid or owing to any
        employee, independent contractor, creditor, stockholder or other
        person.


                                       18PAGE
<PAGE>

             3.9  Employee Benefits.  Part 3.9 of the Disclosure Letter
        contains a true, correct and complete list of all benefit plans
        (as defined in Section 3(3) of ERISA) and all pension, benefit,
        profit sharing, retirement, deferred compensation, welfare,
        insurance, disability, bonus, vacation pay, severance pay and
        other similar plans, programs and agreements, whether reduced to
        writing or not, relating to any of the employees of any of the
        Sellers (the "Plans") and, except as set forth in Part 3.9 of the
        Disclosure Letter,  none of the Sellers has any obligations,
        contingent or otherwise, past or present, under applicable law or
        the terms of any Plan.  With respect to all Plans, each of the
        Sellers is in compliance with all applicable Legal Requirements,
        including ERISA.  Each of the Sellers has performed all material
        obligations required to be performed by it under, and is not in
        material violation of, and there has been no material default or
        violation by any other party with respect to, any of the Plans.
        There are no pending or, to the Knowledge of the Sellers,
        Threatened Proceedings by employees or former employees of any of
        the Sellers, or beneficiaries or spouses of any of the above,
        involving any Plan (other than routine, undisputed claims for
        benefits).  The Sellers have provided the Buyer with copies of
        each Plan that is in writing and with a written summary of each
        oral Plan.  Except for MSC's 401(k) plan, no Plan is an "employee
        pension benefit plan" as such term is defined in Section 3(2) of
        ERISA.  None of the Sellers nor any ERISA Affiliate (as defined
        below) contributes to or has an obligation to contribute to or
        has contributed to or had an obligation to contribute to within
        the past six years, a "multiemployer" plan as defined in Section
        4001(a)(3) of ERISA.  None of the Sellers nor any ERISA Affiliate
        has withdrawn from a multi-employer plan in a complete or partial
        withdrawal that resulted in any unsatisfied employer liability.
        None of the Sellers contributes to an employee pension benefit
        plan that is subject to Section 412 of the Code or Title IV of
        ERISA.  "ERISA Affiliate" means an entity which is a member of
        (i) a controlled group of corporations (as defined in Section
        414(b) of the Code), (ii) a group of trades or businesses under
        common control (as defined in Section 414(c) of the Code), or
        (iii) an affiliated service group (as defined in Section 414(m)
        of the Code or the regulations under Section 414(o) of the Code),
        any of which includes any of the Sellers.

             3.10 Compliance with Legal Requirements;

                  (a)  Except as set forth in Part 3.10 of the Disclosure
        Letter:  (i) each of the Sellers is, and at all times since
        January 1, 1991 has been, in compliance with each Legal
        Requirement that is or was applicable to it or to the conduct or
        operation of its business or the ownership or use of any of its
        assets; (ii) no event has occurred or circumstance exists that
        (with or without notice or lapse of time) may constitute or
        result in a violation by any of the Sellers of, or a failure on
        the part of any of the Sellers to comply with, any Legal
        Requirement; (iii)  none of the Sellers has received, at any time
        since January 1, 1991, any notice or other communication (whether
                                       19PAGE
<PAGE>

        oral or written) from any Governmental Body or any other Person
        regarding any actual, alleged, possible, or potential violation
        of, or failure to comply with, any Legal Requirement.
        Notwithstanding anything herein to the contrary, the Sellers make
        no representation or warranty with respect to the applicability
        of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
        amended, to the Contemplated Transactions.

                  (b)  The Sellers have obtained all Governmental
        Authorizations necessary for the conduct of their respective
        businesses as currently conducted.  Except as set forth in Part
        3.10 of the Disclosure Letter:  (i) each of the Sellers is, and
        at all times since January 1, 1991 has been, in  compliance in
        all material respects with each such Governmental Authorization,
        (ii) no event has occurred or circumstance exists that may (with
        or without notice or lapse of time) constitute or result directly
        or indirectly in a violation of or a failure to comply with any
        term or requirement of any such Governmental Authorization; (iii)
        none of the Sellers has received, at any time since January 1,
        1991, any notice or other communication (whether oral or written)
        from any such Governmental Body or any other Person regarding (A)
        any actual, alleged, possible, or potential violation of or
        failure to comply with any term or requirement of any such
        Governmental Authorization, or (B) any actual, proposed,
        possible, or potential revocation, withdrawal, suspension,
        cancellation, termination of, or modification to any such
        Governmental Authorization; and (iv) the rights of the Sellers
        under such Governmental Authorizations shall not be affected by
        the consummation of the Contemplated Transactions.
        Notwithstanding anything herein to the contrary, the Sellers make
        no representation or warranty with respect to the applicability
        of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
        amended, to the Contemplated Transactions.

             3.11 Legal Proceedings; Orders.

                  (a)  Except as set forth in Part 3.11 of the Disclosure
        Letter, there is no pending Proceeding:  (i) that has been
        commenced by or against any of the Sellers or that otherwise
        relates to or may affect the business of, or any of the assets
        owned or used by, any of the Sellers, or (ii) that challenges, or
        that may have the effect of preventing, delaying, making illegal,
        or otherwise interfering with, any of the Contemplated
        Transactions.  To the Knowledge of the Sellers, (A) no such
        Proceeding has been Threatened, and (B) no event has occurred or
        circumstance exists that may give rise to or serve as a basis for
        the commencement of any such Proceeding.  

                  (b)  Except as set forth in Part 3.11 of the Disclosure
        Letter there is no Order to which any of the Sellers, or any of
        the assets owned or used by any of the Sellers is subject.  Each
        of the Sellers is in full compliance with all of the terms and
        requirements of each Order to which it, or any assets owned or
        used by it, is subject.
                                       20PAGE
<PAGE>

             3.12 Absence of Certain Changes and Events.  Except as set
        forth in Part 3.12 of the Disclosure Letter, since the Balance
        Sheet Date, each of the Sellers has conducted its business only
        in the Ordinary Course of Business and there has not been any:

                  (a)  except in the Ordinary Course of Business, payment
        or increase by any of the Sellers of any bonuses, salaries,
        commissions or other compensation to any stockholder, director,
        officer, or employee or entry into any employment, severance, or
        similar Contract with any director, officer, or employee;

                  (b)  adoption of, or, except in the Ordinary Course of
        Business, increase in the payments to or benefits under, any
        profit sharing, bonus, deferred compensation, savings, insurance,
        pension, retirement, or other employee benefit plan for or with
        any employees of any of the Sellers;

                  (c)  damage to or destruction or loss of any asset or
        property of any of the Sellers, whether or not covered by
        insurance, having a Material Adverse Effect;

                  (d)  except in the Ordinary Course of Business, sale
        (other than sales of inventory in the Ordinary Course of
        Business), lease, or other disposition of any asset or property
        of any of the Sellers or mortgage, pledge, or imposition of any
        Encumbrance on any asset or property of any of the Sellers;

                  (e)  cancellation or waiver of any claims or rights
        with a value to any of the Sellers in excess of $25,000;

                  (f)  material change in the accounting methods used by
             any of the Sellers;

                  (g)  material adverse change in the financial
        condition, assets, liabilities, earnings, business or prospects
        of the Sellers, taken as a whole; 

                  (h)  indebtedness or other liability or obligation
        (whether absolute, accrued, contingent or otherwise) incurred, or
        other transaction (except that reflected in this Agreement)
        engaged in, by any of the Sellers, except those in the Ordinary
        Course of Business which are, individually and in the aggregate
        to one group of related parties, less than $25,000 in amount;

                  (i)  acquisition of any assets other than in the
             Ordinary Course of Business;

                  (j)  any material reduction in the rate of, or gross
             margins associated with, bookings or orders for the products
             or services of the Sellers, taken as a whole; or

                  (k)  agreement, whether oral or written, by any of the
        Sellers to do any of the foregoing.
                                       21PAGE
<PAGE>

             3.13 Contracts; No Defaults.

                  (a)  Part 3.13(a) of the Disclosure Letter contains a
        complete and accurate list, and the Sellers have delivered to
        Buyer true and complete copies of, each of the following
        Applicable Contracts:  (i) each agreement that involves aggregate
        future payments by any of the Sellers of more than $25,000; (ii)
        each distributorship, sales agency, franchise, joint venture or
        partnership agreement; (iii) each agreement not made in the
        ordinary course of business which is to be performed after the
        Closing; (iv) each outstanding commitment to make a capital
        expenditure, capital addition or capital improvement involving an
        amount in excess of $20,000; (v) each real or personal property
        lease; (vi) each agreement relating to the loan of money or
        availability of credit to or from any of the Sellers; (vii) each
        agreement limiting the freedom of any of the Sellers to compete
        in any line of business or with any Person; (viii) each written
        agreement, contract, arrangement or understanding between any of
        the Sellers and any present or former employee; (ix) each license
        agreement relating to patents, trademarks, know-how or other
        intellectual property, whether as licensee or licensor; (x) each
        collective bargaining agreement or other contract or commitment
        to or with any labor union or other group of employees; (xi) each
        mortgage, pledge, security, title retention, or similar agreement
        encumbering any of the Assets;  (xii) each agreement providing
        for payments to or by any Person based on sales, purchases,
        revenues, profits or assets; (xiii) each guaranty or similar
        undertaking with respect to the obligations of any other Person;
        (xiv) each agreement relating to the acquisition or disposition
        of significant assets, businesses or companies within the past
        five years; and (xv) each other agreement which cannot be
        terminated by the Sellers within one year after the date hereof
        without penalty or under which the consequences of a default or
        termination would have a Material Adverse Effect.
         
                  (b)  Except as set forth in Part 3.13(b) of the
        Disclosure Letter, to the Knowledge of the Sellers, each Contract
        identified or required to be identified in Part 3.13(a) of the
        Disclosure Letter is in full force and effect and is valid and
        enforceable in accordance with its terms.  Except as set forth in
        Part 3.13(b) of the Disclosure Letter and except where
        non-compliance would not result in a Material Adverse Effect:
        (i) each of the Sellers is, and at all times since January 1,
        1991 has been, in compliance with all applicable terms and
        requirements of each Applicable Contract; (ii) each other Person
        that has any obligation or liability under any Applicable
        Contract is, and at all times since January 1, 1991 has been, in
        compliance with all applicable terms and requirements of such
        Applicable Contract; and (iii) none of the Sellers has given to
        or received from any other Person, at any time since January 1,
        1991, any notice or other communication (whether oral or written)
        regarding any actual, alleged, possible, or potential violation
        or breach of, or default under, any Applicable Contract.
                                       22PAGE
<PAGE>

                  (c)  There are no renegotiations of, attempts to
        renegotiate, or outstanding rights to renegotiate any material
        amounts paid or payable to any of the Sellers under Applicable
        Contracts with any Person having the contractual or statutory
        right to demand or require such renegotiation and no such Person
        has made written demand for such renegotiation.

             3.14 Insurance.  Part 3.14 of the Disclosure Letter sets
        forth a list (including the name of the insurer, the name of the
        policyholder, the name of each insured, the policy number and
        periods of coverage, and the scope of coverage) of all policies
        of fire, theft, casualty, liability, burglary, fidelity, workers
        compensation, business interruption, environmental, product
        liability, automobile and other forms of insurance under which
        any of the Sellers is the beneficiary.  None of the Sellers has
        received notice from any insurer under any such policy
        disclaiming coverage or canceling or materially amending any such
        policy.  Such policies or extensions or renewals thereof in such
        amounts will be outstanding and in full force without
        interruption until the Closing Date.  The Sellers have paid all
        premiums due, and have otherwise performed all of their
        respective obligations under, each such policy.  The Sellers have
        given proper and timely notice to the insurer of all claims that
        may be insured under such policies.

             3.15 Environmental Matters.  Except as set forth in Part
        3.15 of the Disclosure Letter:

                  (a)  To the knowledge of the Sellers, the Sellers are
        in full compliance with all Environmental Laws.  None of the
        Sellers has any basis to expect, nor has any of them or any other
        Person for whose conduct they are or may be held to be
        responsible received, any actual or Threatened order, notice, or
        other communication from (i) any Governmental Body or private
        citizen acting in the public interest,  (ii) the current or prior
        owner or operator of any Facilities, or (iii) any other Person,
        of any actual or potential violation or failure to comply with
        any Environmental Law, or of any actual or Threatened obligation
        to undertake or bear the cost of any Environmental, Health, and
        Safety Liabilities with respect to any of the Facilities or any
        other properties or assets (whether real, personal, or mixed) in
        which any of the Sellers has had an interest, or with respect to
        any property or Facility at or to which Hazardous Materials were
        generated, manufactured, refined, transferred, imported, used,
        transported or processed by any of the Sellers, or any other
        Person for whose conduct they are or may be held responsible, or
        from which Hazardous Materials have been transported, treated,
        stored, handled, transferred, disposed, recycled, or received.

                  (b)  There are no pending or, to the Knowledge of any
        of the Sellers, Threatened claims, Encumbrances, or other
        restrictions of any nature, resulting from any Environmental,
        Health, and Safety Liabilities or arising under or pursuant to
                                       23PAGE
<PAGE>

        any Environmental Law, with respect to or affecting any of the
        Facilities or any other properties and assets (whether real,
        personal, or mixed) in which any of the Sellers has or had an
        interest.

                  (c)  To the knowledge of the Sellers, none of the
        Sellers nor any other Person for whose conduct they are or may be
        held responsible, has any Environmental, Health, and Safety
        Liabilities with respect to the Facilities or any other
        properties and assets (whether real, personal, or mixed) in which
        any of the Sellers (or any predecessor) has or had an interest,
        or at any property geologically or hydrologically adjoining the
        Facilities or any such other property or assets.

                  (d)  To the knowledge of the Sellers, there has been no
        Release or, to the Knowledge of any of the Sellers, Threat of
        Release, of any Hazardous Materials at or from the Facilities or
        at any other locations where any Hazardous Materials were
        generated, manufactured, refined, transferred, transported,
        produced, imported, used, or processed from or by the Facilities,
        or from or by any other properties and assets (whether real,
        personal, or mixed) in which any of the Sellers has or had an
        interest, or to the Knowledge of any of the Sellers any
        geologically or hydrologically adjoining property, whether by the
        Sellers or any other Person.

                  (e)  The Sellers have delivered to Buyer true and
        complete copies and results of any reports, studies, analyses,
        tests, or monitoring possessed or initiated by any of the Sellers
        pertaining to Hazardous Materials or Hazardous Activities in, on,
        or under the Facilities, or concerning compliance by any of the
        Sellers, or any other Person for whose conduct they are or may be
        held responsible, with Environmental Laws or Occupational Safety
        and Health Laws. 

                  (f)  Part 3.15 of the Disclosure Letter sets forth or
        describes in reasonable detail:  (i) all landfills, surface
        impoundments, pits, underground injections wells, waste piles,
        incinerators and any other units used by any of the Sellers for
        the handling, treatment, recycling, storage or disposal of
        Hazardous Materials at any Facility and (ii) all underground or
        above-ground storage tanks at the Facilities or on any property
        owned or operated at any time by any of the Sellers.

             3.16 Labor Disputes;  Compliance   .   Since January  1, 1991,
        none of the Sellers has been a party to any collective bargaining
        Contract or other labor Contract.   Since January 1, 1991,  there
        has not been, there is not presently pending or existing, and  to
        the Knowledge  of the  Sellers  or the  Principals there  is  not
        Threatened any strike, slowdown, picketing, work stoppage,  labor
        arbitration or  proceeding in  respect of  the grievance  of  any
        employee, application or complaint filed by an employee or  union
        with  the  National  Labor  Relations  Board  or  any  comparable
        Governmental  Body,  organizational  activity,  or  other   labor
                                       24PAGE
<PAGE>

        dispute  against  or  affecting  any  of  the  Sellers  or  their
        premises, and no  application for certification  of a  collective
        bargaining agent is pending or to the Knowledge of the Sellers is
        Threatened.  There is no lockout  of any employees by any of  the
        Sellers, and  no  such  action  is contemplated  by  any  of  the
        Sellers.  There is no recognized trade union in respect of the UK
        Employees.

             3.17 Intellectual Property.  The Sellers own or have
        adequate license to use, free and clear of any Encumbrance or
        obligation of payment, all patents, trademarks, trade names,
        service marks, branch names and copyrights, and applications
        therefor, used in the conduct of the business or the use of which
        is necessary for the conduct of the business of the Sellers as
        presently conducted (the "Intangibles").  Set forth in Part 3.17
        of the Disclosure Letter is a complete list and summary
        description of all Intangibles and licenses or sublicenses
        entered into or granted by or to the Sellers with respect thereto
        and the countries of registration.  The Sellers own or possess
        adequate rights to use, free and clear of any Encumbrance or
        obligation of payment, all inventions, technology, technical
        know-how, processes, designs, trade secrets, vendor and customer
        lists and other confidential information required for or used in
        the business of the Sellers as presently conducted ("Trade
        Secrets").  No person has made any claim or demand upon any of
        the Sellers pertaining to, and no proceedings are pending or to
        the Knowledge of the Sellers  Threatened, which challenge the
        rights of any of the Sellers in respect of any Intangibles or
        Trade Secrets.  No Intangible owned or used by any of the Sellers
        is subject to any Order.  To the Knowledge of the Sellers, none
        of the Sellers has infringed or engaged in the unauthorized use
        of, or violated any confidentiality agreement that pertains to,
        any patent, trademark, trade name, service mark, brand name or
        copyright, or any invention, technology, technical know-how,
        process, design, trade secret or other intellectual property of
        another Person.  To the Knowledge of the Sellers no third party
        is engaged in the infringement or unauthorized use of any
        Intangible or Trade Secret.

             3.18 Relationships with Related Persons.  Except as set
        forth in Part 3.18 of the Disclosure Letter, no Related Person of
        any of the Sellers has any interest in any property (whether
        real, personal, or mixed and whether tangible or intangible) used
        in or pertaining to the business of any of the Sellers.  Except
        as set forth in Part 3.18 of the Disclosure Letter, no Related
        Person of any of the Sellers owns of record or as beneficial
        owner, an equity interest or any other financial or profit
        interest in any Person that (i) has business dealings or a
        financial interest in any transaction with any of the Sellers, or
        (ii) engages in a Competing Business except for ownership of less
        than one percent of the outstanding capital stock of any
        Competing Business that is publicly traded on any recognized
        exchange or in the over-the-counter market.  Except as set forth
        in Part 3.18 of the Disclosure Letter, none of the Sellers nor
                                       25PAGE
<PAGE>

        any Related Person of any of the Sellers is a party to any
        Contract with, or has any claim or right against, any of the
        Sellers.

             3.19 Brokers or Finders.  None of the Sellers or the
        Principals or their respective agents have incurred any
        obligation or liability, contingent or otherwise, for brokerage
        or finders' fees or agents' commissions or other similar payment
        in connection with the Contemplated Transactions.

             3.20 No Termination of Relationship.  To the Knowledge of
        the Sellers no relationship between any of the Sellers and a
        distributor, customer, supplier, lender, employee or other person
        will be terminated or adversely affected as a result of the
        execution of this Agreement or the performance of the
        Contemplated Transactions.

             3.21 Customers and Suppliers.  No material supplier of the
        Sellers has indicated within the past year that it will stop, or
        materially decrease the rate of, supplying materials, products,
        or services to the Sellers and no material customer of the
        Sellers has indicated within the past year that it will stop, or
        materially decrease the rate of, buying materials, products or
        services from the Sellers.  Part 3.21 of the Disclosure Letter
        sets forth a list of (a) each customer that accounted for more
        than 5% of the combined revenues of the Sellers during the last
        fiscal year and (b) each supplier that is the sole supplier of
        any significant product or component to the Sellers.

             3.22 Recalls.  No products of any of the Sellers have been
        recalled since January 1, 1991 and, to the Knowledge of the
        Sellers there is no basis for any such recall.

             3.23 Backlog.  The backlog of MSC as of the Closing Date is
        greater than or equal to $1,750,000.  For purposes of this
        Section 3.23, "backlog" means all firm orders and commitments for
        MSC's products and services which orders and commitments contain
        terms and conditions that are consistent with MSC's practices
        over the past year.

             3.24 Inventories.  All Inventories (as defined below) are of
        a quality and quantity usable and salable in the Ordinary Course
        of Business.  Items included in such Inventories are carried on
        the books of the Sellers at the lower of cost or market and, with
        respect to Inventories existing as of the Balance Sheet Date, are
        reflected on the September Balance Sheets net of applicable
        reserves for excess and obsolete items.  Such reserves have been
        determined in accordance with past practices and conform to
        generally accepted accounting principles consistently applied.
        The term "Inventories" includes all stock of raw materials,
        work-in-process and finished goods held by the Sellers, for
        manufacturing, assembly, processing, finishing, and sale or
        resale to others.

                                       26PAGE
<PAGE>

             3.25 Product and Service Warranties.  The Sellers have
        provided the Buyer with copies of the current standard warranty
        used for each of the products and services of the Sellers.  Part
        3.25 of the Disclosure Letter also describes any and all other
        product or service warranties made by or on behalf of the Sellers
        that deviate materially from the current standard warranties and
        which remain in effect on the date hereof, or pursuant to which
        any of the Sellers have any remaining obligations.

             3.26 Authority of Representative.  The Representative has
        all necessary legal power and authority to act on behalf of the
        Sellers and the Principals as provided herein.

             3.27 No Additional Representations and Warranties.  Except
        as specifically set forth in this Agreement (including the
        Disclosure Letter), the Sellers and Principals disclaim all
        representations and warranties, whether express or implied,
        written or oral.

             3.28 Sufficiency of Assets.  Except as set forth in Part
        3.28 of the Disclosure Letter, the assets owned by the Sellers
        are the only assets necessary for the continued conduct of the
        businesses of the Sellers after the Closing in substantially the
        same manner as conducted prior to the Closing.

        4.   REPRESENTATIONS AND WARRANTIES OF BUYER

             Buyer represents and warrants to the Sellers as follows:

             4.1  Organization and Good Standing.  Buyer is a corporation
        duly organized, validly existing, and in good standing under the
        laws of the Commonwealth of Massachusetts.

             4.2  Authority; No Conflict.

                  (a)  This Agreement constitutes the legal, valid, and
        binding obligation of Buyer, enforceable against Buyer in
        accordance with its terms.  Buyer has the absolute and
        unrestricted right, power, and authority to execute and deliver
        this Agreement and to perform its obligations under this
        Agreement. 

                  (b)  Except as set forth in Exhibit D, neither the
        execution and delivery of this Agreement by Buyer nor the
        consummation or performance of any of the Contemplated
        Transactions by Buyer will give any Person the right to prevent,
        delay, or otherwise interfere with any of the Contemplated
        Transactions pursuant to:  (i) any provision of Buyer's
        Organizational Documents; (ii) any resolution adopted by the
        board of directors or the stockholders of Buyer; (iii) any Legal
        Requirement or Order to which Buyer may be subject; or (iv) any
        Contract to which Buyer is a party or by which Buyer may be
        bound.

                                       27PAGE
<PAGE>

        Except as set forth in Exhibit D, Buyer is not and will not be
        required to obtain any Consent from any Person in connection with
        the execution and delivery of this Agreement by Buyer or the
        consummation or performance of any of the Contemplated
        Transactions by Buyer.

             4.3  Certain Proceedings.  There is no pending Proceeding
        that has been commenced against Buyer and that challenges, or may
        have the effect of preventing, delaying, making illegal, or
        otherwise interfering with, any of the Contemplated Transactions.
        To Buyer's Knowledge, no such Proceeding has been Threatened.

             4.4  Brokers and Finders.  Buyer and its officers and agents
        have incurred no obligation or liability, contingent or
        otherwise, for brokerage or finders' fees or agents' commissions
        or other similar payment in connection with this Agreement and
        will indemnify and hold the Sellers and the Principals harmless
        from any such payment alleged to be due by or through Buyer as a
        result of the action of Buyer or its officers or agents.

        5.   INDEMNIFICATION; REMEDIES

             5.1  Survival.  Subject to Section 5.4, all representations,
        warranties, covenants, and obligations in this Agreement, the
        Disclosure Letter and any other certificate or document delivered
        pursuant to this Agreement will survive the Closing; the right to
        indemnification, reimbursement, or other remedy based on such
        representations, warranties, covenants, and obligations will not
        be affected by any investigation conducted with respect to, or
        any Knowledge acquired (or capable of being acquired) about the
        accuracy or inaccuracy of or compliance with, any such
        representation, warranty, covenant, or obligation.

             5.2  Indemnification and Reimbursement By the Sellers and
        the Principals.  The Sellers and the Principals will indemnify
        and hold harmless Buyer, its representatives, stockholders,
        controlling persons, and affiliates (collectively, the
        "Indemnified Persons"), and will reimburse the Indemnified
        Persons, for any loss, liability, claim, damage, expense
        (including costs of investigation and defense and reasonable
        attorneys' fees) or diminution of value, whether or not involving
        a third-party claim (collectively, "Damages"), arising from or in
        connection with:

                  (a)  any Breach of any representation or warranty made
        by any of the Sellers in this Agreement, the Disclosure Letter,
        or any other certificate or document delivered at and in
        connection with the Closing of the Contemplated Transactions by
        any of the Sellers pursuant to this Agreement;

                  (b)  any Breach by any of the Sellers of any covenant
        or obligation of any of the Sellers in this Agreement;

                  (c)  any Excluded Liability;
                                       28PAGE
<PAGE>

                  (d)  any claim by any Person for brokerage or finder's
        fees or commissions or similar payments based upon any agreement
        or understanding alleged to have been made by any such Person
        with any of the Sellers or the Principals; or

                  (e)  any product liability claim relating to products
        sold by any of the Sellers prior to the Closing Date; provided
        that such claim is not caused by Buyer's intervening negligence
        in the service, maintenance or repair of such product.

             5.3  Indemnification and Reimbursement by Buyer.  Buyer will
        indemnify and hold harmless the Sellers and the Principals, and
        will reimburse the Sellers and the Principals, for any Damages
        arising from or in connection with (a) any Breach of any
        representation or warranty made by Buyer in this Agreement or in
        any certificate delivered by Buyer pursuant to this Agreement,
        (b) any Breach by Buyer of any covenant or obligation of Buyer in
        this Agreement, (c) any claim by any Person for brokerage or
        finder's fees or commissions or similar payments based upon any
        agreement or understanding alleged to have been made by such
        Person with Buyer (or any Person acting on its behalf) in
        connection with any of the Contemplated Transactions or (d) any
        Assumed Liabilities.

             5.4  Time Limitations.  None of the Sellers or the
        Principals will have any liability for indemnification under
        section 5.2(a) with respect to any representation or warranty in
        Sections 3.4, 3.5, 3.7, 3.9, 3.12, 3.14, 3.16, 3.19, 3.20, 3.21,
        3.22, 3.23, 3.24 unless on or before March 31, 1997 the
        Representative is given notice of a claim specifying the factual
        basis of that claim in reasonable detail to the extent then known
        by Buyer.  None of the Sellers or the Principals will have any
        liability for indemnification under section 5.2(a) with respect
        to any representation or warranty in Sections 3.8, 3.10, 3.11,
        3.13, 3.15, 3.17, 3.18, 3.25, 3.26, unless on or before the
        second anniversary of the Closing Date the Representative is
        given notice of a claim specifying the factual basis of that
        claim in reasonable detail to the extent then known by Buyer.
        The Sellers and the Principals will have no liability for
        indemnification under Section 5.2(a) with respect to Section 3.1,
        3.2, 3.3, or 3.6, unless on or before the expiration of the
        applicable statute of limitations the Representative is given
        notice of a claim specifying the factual basis of that claim in
        reasonable detail to the extent known by Buyer.  A claim for
        indemnification or reimbursement under Sections 5.2 (b), (c) or
        (d) may be made at any time.  

             5.5  Limitations on Amount -- Sellers and Principals.

                  (a)  None of the Sellers or the Principals will have
        any liability for indemnification pursuant to Section 5.2(a), (i)
        at any time with respect to any claim by the Buyer for less than
        $5,000 and (ii) until the total of all Damages with respect to
                                       29PAGE
<PAGE>

        such matters (including claims under $5,000) exceeds $100,000,
        and then such liability shall only be for Damages in excess of
        $100,000.  Notwithstanding any provision herein to the contrary,
        except for liability for indemnification with respect to breaches
        of Sections 3.1, 3.2, 3.3 or 3.6, the maximum aggregate liability
        of the Sellers and the Principals under Section 5.2 shall not
        exceed $6,750,000.

                  (b)  Notwithstanding any provision herein to the
        contrary, except for liability for indemnification with respect
        to breaches of Sections 3.1, 3.2, 3.3 or 3.6, no Principal shall
        have any liability under section 5.2 in excess of the amount set
        forth opposite such Principal's name on Exhibit F attached
         hereto.  In addition, with respect to any single claim (and
        subject to the overall limitation set forth in the preceding
        sentence) for indemnification, Dennis Carlson shall not have any
        liability which is greater than the product of (i) the amount set
        forth opposite Dennis Carlson's name on Exhibit F attached hereto
        divided by $6,750,000 and (ii) the total amount of the claim for
        which Buyer is then seeking indemnification.  

             5.6  Procedures for Indemnification -- Third Party Claims.

                  (a)  Promptly after receipt by an indemnified party
        under Section 5.2 or  Section 5.3 of notice of the commencement
        of any Proceeding against it, such indemnified party will, if a
        claim is to be made against an indemnifying party under such
        Section, give notice to the indemnifying party of the
        commencement of such claim, but the failure to notify the
        indemnifying party will not relieve the indemnifying party of any
        liability that it may have to any indemnified party, except to
        the extent that the indemnifying party demonstrates that the
        defense of such action is prejudiced by the indemnifying party's
        failure to give such notice.

                  (b)  If any Proceeding referred to in Section 5.6(a) is
        brought against an indemnified party and it gives notice to the
        indemnifying party of the commencement of such Proceeding, the
        indemnifying party will, unless the claim involves Taxes, be
        entitled to participate in such Proceeding and, to the extent
        that it wishes (unless (i) the indemnifying party is also a party
        to such Proceeding and the indemnified party determines in good
        faith that joint representation would be inappropriate, or (ii)
        the indemnifying party fails to provide reasonable assurance to
        the indemnified party of its financial capacity to defend such
        Proceeding and provide indemnification with respect to such
        Proceeding), to assume the defense of such Proceeding with
        counsel satisfactory to the indemnified party and, after notice
        from the indemnifying party to the indemnified party of its
        election to assume the defense of such Proceeding, the
        indemnifying party will not, as long as it diligently conducts
        such defense, be liable to the indemnified party under this
        Section 5 for any fees of other counsel or any other expenses
        with respect to the defense of such Proceeding, in each case
                                       30PAGE
<PAGE>

        subsequently incurred by the indemnified party in connection with
        the defense of such Proceeding, other than reasonable costs of
        investigation.  If the indemnifying party assumes the defense of
        a Proceeding, (i) no compromise or settlement of such claims may
        be effected by the indemnifying party without the indemnified
        party's consent unless (A) there is no finding or admission of
        any violation of Legal Requirements or any violation of the
        rights of any Person and no effect on any other claims that may
        be made against the indemnified party, and (B) the sole relief
        provided is monetary damages that are paid in full by the
        indemnifying party; and (ii) the indemnifying party will have no
        liability with respect to any compromise or settlement of such
        claims effected without its consent.  If notice is given to an
        indemnifying party of the commencement of any Proceeding and the
        indemnifying party does not, within ten days after the
        indemnified party's notice is given, give notice to the
        indemnified party of its election to assume the defense of such
        Proceeding, the indemnifying party will be bound by any
        determination made in such Proceeding or any compromise or
        settlement effected by the indemnified party.  Notwithstanding
        the foregoing, if a customer or a supplier any of the Sellers
        asserts that the Buyer is liable to such customer or supplier for
        a monetary obligation which may constitute or result in Damages
        for which the Buyer may be entitled to indemnification pursuant
        to this Section 5 and the Buyer reasonably determines that it has
        a valid business reason to fulfill such obligations, then (i) the
        Buyer shall be entitled to satisfy such obligation without prior
        notice to or consent from the Sellers, (ii) the Buyer may make a
        claim for indemnification pursuant to this Section 5 and (iii)
        the Buyer shall be reimbursed, in accordance with the provisions
        of this Section 5, for any such Damages for which it is entitled
        to indemnification pursuant to the provisions of this Section 5;
        provided, however, that if the Buyer makes a claim for
        indemnification in accordance with this sentence the Sellers and
        the Principals shall not be deemed to have waived any defense to
        such claim by the Buyer, notwithstanding the Buyer's prior
        satisfaction of the obligation for which indemnification is
        sought, and it shall not be a defense to the Buyer's claim for
        indemnification that the Buyer has satisfied the obligation for
        which indemnification is sought.

                  (c)  Notwithstanding the foregoing, if an indemnified
        party determines in good faith that there is a reasonable
        probability that a Proceeding may adversely affect it or its
        affiliates other than as a result of monetary damages for which
        it would be entitled to indemnification under this Agreement, the
        indemnified party may, by notice to the indemnifying party,
        assume the exclusive right to defend, compromise, or settle such
        Proceeding, but the indemnifying party will not be bound by any
        determination of a Proceeding so defended or any compromise or
        settlement effected without its consent.

                  (d)  For purposes of providing any notice required
        under this Section 5, the Buyer may treat the Representative as
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<PAGE>

        the authorized representative of all of the Sellers and
        Principals any notice given to the Representative shall be deemed
        given to each Seller and each Principal.

             5.7  Procedure for Indemnification -- Other Claims.  A claim
        for indemnification for any matter not involving a third-party
        claim may be asserted by notice to the party from whom
        indemnification is sought.

        6.   GENERAL PROVISIONS

             6.1  Expenses.  Except as otherwise expressly provided in
        this Agreement, each party to this Agreement will bear its
        respective expenses incurred in connection with the preparation,
        execution, and performance of this Agreement and the Contemplated
        Transactions, including all fees and expenses of agents,
        representatives, counsel, and accountants.  In the event of
        termination of this Agreement, the obligation of each party to
        pay its own expenses will be subject to any rights of such party
        arising from a breach of this Agreement by another party.

             6.2  Public Announcements.  Any public announcement or
        similar publicity with respect to this Agreement or the
        Contemplated Transactions will be issued, if at all, by the Buyer
        only with the consent of the Representative, and by any of the
        Sellers or the Principals, only with the consent of the Buyer,
        none of which consents will unreasonably be withheld.  The
        content of any public announcement by the Buyer will be subject
        to review and approval by the Representative, and the content of
        any public announcement by any of the Sellers or the Principals
        will be subject to review and approval by the Buyer, none of
        which approvals will unreasonably be withheld.  Sellers and Buyer
        will consult with each other concerning the means by which the
        Sellers' employees, customers, and suppliers and others having
        dealings with the Sellers will be informed of the Contemplated
        Transactions, and Buyer will have the right to be present for any
        such communication.

             6.3  Notices.  All notices, consents, waivers, and other
        communications under this Agreement must be in writing and will
        be deemed to have been duly given when actually received or if
        earlier, one day after deposit with a nationally recognized
        overnight delivery service, charges prepaid, or three days after
        deposit in the U.S. mail by certified mail, return receipt
        requested, postage prepaid, in each case to the appropriate
        addresses and telecopier numbers set forth below (or to such
        other addresses and telecopier numbers a party may designate by
        notice to the other parties):

             any Seller or the Representative:

             Moisture Systems Corporation
             117 South Street
             Hopkinton, MA  01748-2273
                                       32PAGE
<PAGE>

             Attention: President
             Fax No.:  (508) 435-6677

             with a copy to:

             John J. Concannon III, Esq.
             Bingham, Dana & Gould
             150 Federal Street
             Boston, MA  02110-1726
             Fax No.:  (617) 951-8736

             Buyer:

             Thermedics Detection Inc.
             220 Mill Road
             Chelmsford, MA 01824
             Attention:  President
             Fax No.:  (508) 251-2024

             with a copy to:

             Thermo Electron Corporation
             81 Wyman Street
             Waltham, MA  02254-9046
             Attention: General Counsel
             Fax No.  (617) 622-1283

             6.4  Jurisdiction; Service of Process.  Any action or
        proceeding seeking to enforce any provision of, or based on any
        right arising out of, this Agreement may be brought against any
        of the parties in the courts of the Commonwealth of
        Massachusetts, County of Middlesex, or, if it has or can acquire
        jurisdiction, in the United States District Court for the
        District of Massachusetts and each of the parties consents to the
        jurisdiction of such courts (and of the appropriate appellate
        courts) in any such action or proceeding and waives any objection
        to venue laid therein.  With respect to MSC-UK and the
        Principals, any action or proceeding seeking to enforce any
        provision of, or based on any right arising out of, this
        Agreement may be brought against any of the parties in the courts
        of England and each of MSC-UK, the Principals and Buyer consents
        to the jurisdiction of such courts (and of the appropriate
        appellate courts) in any such action or proceeding and waives any
        objection to venue laid therein.  Process in any action or
        proceeding referred to in this Section 6.4 may be served on any
        party anywhere in the world.

             6.5  Further Assurances.  The parties agree (a) to furnish
        upon request to each other such further information, (b) to
        execute and deliver to each other such other documents, and (c)
        to do such other acts and things, all as the other party may
        reasonably request for the purpose of carrying out the intent of
        this Agreement and the documents referred to in this Agreement.

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<PAGE>

             6.6  Waiver.  The rights and remedies of the parties to this
        Agreement are cumulative and not alternative.  Neither the
        failure nor any delay by any party in exercising any right,
        power, or privilege under this Agreement or the documents
        referred to in this Agreement will operate as a waiver of such
        right, power, or privilege, and no single or partial exercise of
        any such right, power, or privilege will preclude any other or
        further exercise of such right, power, or privilege or the
        exercise of any other right, power, or privilege.  To the maximum
        extent permitted by applicable law, (a) no claim or right arising
        out of this Agreement or the documents referred to in this
        Agreement can be discharged by one party, in whole or in part, by
        a waiver or renunciation of the claim or right unless in writing
        signed by the other party; (b) no waiver that may be given by a
        party will be applicable except in the specific instance for
        which it is given; and (c) no notice to or demand on one party
        will be deemed to be a waiver of any obligation of such party or
        of the right of the party giving such notice or demand to take
        further action without notice or demand as provided in this
        Agreement or the documents referred to in this Agreement.

             6.7  Entire Agreement and Modification.  This Agreement
        supersedes all prior agreements between the parties with respect
        to its subject matter and constitutes (along with the documents
        referred to in this Agreement) a complete and exclusive statement
        of the terms of the agreement between the parties with respect to
        its subject matter.  This Agreement may not be amended except by
        a written agreement executed by the party to be charged with the
        amendment.

             6.8  Disclosure Letter.  In the event of any inconsistency
        between the statements in the body of this Agreement and those in
        the Disclosure Letter (other than an exception expressly set
        forth as such in the Disclosure Letter with respect to a
        specifically identified representation or warranty), the
        statements in the body of this Agreement will control.

             6.9  Assignments, Successors, and Third-Party Rights.  No
        party hereto may assign any of its, his or her rights under this
        Agreement without the prior consent of the other parties except
        that Buyer may assign any of its rights under this Agreement to
        any Subsidiary of Buyer, provided that Buyer shall remain jointly
        and severally liable with such Subsidiary for any of Buyer's
        obligations hereunder.  Subject to the preceding sentence, this
        Agreement will apply to, be binding in all respects upon, and
        inure to the benefit of the successors and permitted assigns of
        the parties.  Nothing expressed or referred to in this Agreement
        will be construed to give any Person other than the parties to
        this Agreement any legal or equitable right, remedy, or claim
        under or with respect to this Agreement or any provision of this
        Agreement.  This Agreement and all of its provisions and
        conditions are for the sole and exclusive benefit of the parties
        to this Agreement and their successors and assigns.

                                       34PAGE
<PAGE>

             6.10 Severability.  If any provision of this Agreement is
        held invalid or unenforceable by any court of competent
        jurisdiction, the other provisions of this Agreement will remain
        in full force and effect.  Any provision of this Agreement held
        invalid or unenforceable only in part or degree will remain in
        full force and effect to the extent not held invalid or
        unenforceable.

             6.11 Section Headings; Construction.  The headings of
        Sections in this Agreement are provided for convenience only and
        will not affect its construction or interpretation.  All
        references to "Sections" refer to the corresponding Sections of
        this Agreement.  All words used in this Agreement will be
        construed to be of such gender or number as the circumstances
        require.  Unless otherwise expressly provided, the word
        "including" does not limit the preceding words or terms.

             6.12 Time of Essence.  With regard to all dates and time
        periods set forth or referred to  in this Agreement, time is of
        the essence.

             6.13 Governing Law.  This Agreement will be governed by and
        construed under the laws of the Commonwealth of Massachusetts
        without regard to conflicts of laws principles.

             6.14 Relief.  In the event of a breach of the provisions of
        this Agreement by a Seller, in addition to any other rights and
        remedies that Buyer may have under law or in equity, Buyer shall
        have the right to specific performance and injunctive relief, it
        being acknowledged and agreed that money damages will not provide
        an adequate remedy.

             6.15 Access to Information.  The Sellers shall make
        available, and direct and authorize their respective independent
        public accountants to make available, to the Buyer and to the
        independent public accountants representing the Buyer (at no cost
        to the Buyer), all working papers pertaining to the examination
        by the Sellers' accountants of the accounting records of the
        Sellers, and shall provide such cooperation as Buyer shall
        reasonably request in connection with Buyer's preparation of any
        financial statements relating to the businesses of the Sellers
        required to be included in any filing made by Buyer or any
        affiliate of Buyer with the Securities and Exchange Commission
        pursuant to the Securities Act or the Exchange Act.  For a period
        of time as may be reasonably requested, upon written request of a
        Seller or Principal, Buyer or its successor shall make or cause
        to be made available to such Seller or Principal, as the case may
        be, all books and records included in the Assets that are needed
        by such Seller or Principal for a valid business or financial
        purpose, and permit such Seller or Principal to inspect and copy
        such books and records upon reasonable notice and at such
        reasonable times as may be mutually agreed upon by such Seller or
        Principal and Buyer and shall be at such Seller's or Principal's
        sole cost and expense.  
                                       35PAGE
<PAGE>

             6.16 Solicitation.  For a period of two years after the
        Closing Date, none of the Sellers or the Principals shall, either
        directly or indirectly as a stockholder, investor, partner,
        director, officer, employee or in any other capacity, solicit or
        attempt to induce any Restricted Employee to terminate his or her
        employment with Buyer or any affiliate of the Buyer;  provided,
        however, that it shall not be a breach of this Section 6.16 for
        any Seller or Principal to solicit Restricted Employees by means
        of general public advertisements.  For purposes of this
        agreement, a "Restricted Employee" shall mean any person, other
        than employees terminated involuntarily by the Buyer, who (i)
        either (A) hold or have access to trade secrets or other
        confidential information relating to the business of the Sellers
        or (B) had annual base salary in 1994 of at least $50,000, and
        (ii) either (X) was an employee of the Buyer or any affiliate of
        the Buyer on either the date of this Agreement or the Closing
        Date or (Y) was an employee of any of the Sellers on either the
        date of this Agreement or the Closing Date and who is employed by
        the Buyer immediately after the Closing.

             6.17 Non-Competition.

                  (a)  For a period of five years after the Closing Date,
        none of the Sellers or the Principals shall, either directly or
        indirectly as a stockholder, investor, partner, director,
        officer, employee, consultant or otherwise, engage in a
        Competitive Business in any territory.  For purposes of this
        Agreement, a "Competitive Business" means (i) the development,
        manufacture, marketing or sale of any product utilizing near
        infrared technology which is competitive with any product
        manufactured, sold or developed (or under development) by a
        Seller on or prior to the Closing Date or (ii) the rendering or
        marketing of any service which is competitive with any service
        rendered or marketed (or proposed to be rendered or marketed) by
        a Seller on or prior to the Closing Date.  Buyer acknowledges and
        agrees that the Principals are and will be passive investors in
        Sensortech Systems Inc.

                  (b)  The Sellers and the Principals agree that the
        duration and geographic scope of the non-competition provision
        set forth in this Section 6.17 are reasonable.  In the event that
        any court determines that the duration or the geographic scope,
        or both, are unreasonable and that such provision is to that
        extent unenforceable, the parties agree that the provision shall
        remain in full force and effect for the greatest time period and
        in the greatest area that would not render it unenforceable.  The
        parties intend that this non-competition provision shall be
        deemed to be a series of separate covenants, one for each and
        every county of each and every state of the U.S. and each and
        every political subdivision of each and every country outside the
        U.S. where this provision is intended to be effective.


                                       36PAGE
<PAGE>

             6.18 Seniority of Employees.  To the extent that length of
        service is relevant for vesting or benefit calculations or
        allowances under retirement or other benefit plans made available
        to Buyer's employees, any of the Seller's employees that accept
        employment with the Buyer shall receive credit for their years of
        service with the Sellers.

             6.19 United Kingdom Value Added Tax.  The Sellers and Buyer
        intend that article 5 of the United Kingdom Value Added Tax
        (Special Provisions) Order 1992 shall apply to the sale of Assets
        located in the United Kingdom under this Agreement, so that the
        sale is treated as neither a supply of goods nor a supply of
        services.

             6.20 Counterparts.  This Agreement may be executed in one or
        more counterparts, each of which will be deemed to be an original
        copy of this Agreement and all of which, when taken together,
        will be deemed to constitute one and the same agreement.





















                                       37PAGE
<PAGE>

             IN WITNESS WHEREOF, the parties have executed this Agreement
        as of the date first written above.

                                      THERMEDICS DETECTION INC.

                                      By:  John W. Wood, Jr.
                                           --------------------------
                                      Name:  John W. Wood, Jr.
                                           --------------------------
                                      Title:  Chairman
                                            -------------------------

                                      SELLERS:

                                      MOISTURE SYSTEMS CORPORATION

                                      By:  Roger E. Carlson
                                         -----------------------------
                                      Name:  Roger E. Carlson
                                           ---------------------------
                                      Title:  President
                                            --------------------------

                                      MOISTURE SYSTEMS LIMITED

                                      By:  John Fordham
                                         -----------------------------
                                      Name: John Fordham
                                           ---------------------------
                                      Title:  Director
                                            --------------------------

                                      ANACON CORPORATION

                                      By:  Roger E. Carlson
                                         -----------------------------
                                      Name:  Roger E. Carlson
                                           ---------------------------
                                      Title:  President
                                            --------------------------

                                      PRINCIPALS:


                                           Dennis Carlson
                                      ------------------------------
                                           Dennis Carlson


                                           Roger Carlson
                                      ------------------------------
                                           Roger Carlson


                                           John Fordham
                                      ------------------------------
                                           John Fordham