**Exhibit 10.38**

EMPLOYMENT AGREEMENT

 AGREEMENT entered into    as of December 2, 1996, between THE PERKIN-ELMER CORPORATION, a New York    corporation having    its principal place of business 	 	    at Norwalk, Connecticut (the "Company") and Ugo D. DeBlasi, residing at 14 Spinning Wheel Lane, Stamford, CT 06903 (the "Employee"). 

 WHEREAS, the Employee    has rendered and/or will render valuable services to the Company and it is    regarded essential    by the Company that it have  the benefit of Employee's services in future years; and 

WHEREAS,      the Board of Directors of the Company believes that it is essential that, 	 	      in the event of the possibility of a Change in Control of the Company 	 	      (as defined herein), the Employee be able to continue his attention      and 	 	      dedication to his duties and to assess and advise the Board of    Directors of the Company (the "Board") whether such proposals would be in the best 	 	      interest of the Company and its shareholders without distraction 	 	      regarding any uncertainty concerning his future with the Company; 	 	      and

 WHEREAS, 	 	        the Employee is willing to agree to continue to serve the Company 	 	        in the future;

 NOW, THEREFORE, it is    mutually agreed as follows: 

1. Employment.    The Company agrees to employ Employee, and the Employee agrees to serve as    an employee of the Company      or one 	 	            or more 	 	            of its subsidiaries after a Change of Control during the    Period of Employment (as those terms are defined in Section 2 

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hereof) in such executive capacity as Employee served immediately prior to the    Change in Control which caused the commencement of the Period of Employment.    The Employee also agrees to serve during the Period of Employment, if elected    or appointed thereto, as a Director of the Board of Directors of the Company    and as a member of any committee of the Board of Directors. Notwithstanding    anything to the contrary herein, the Period of Employment shall not commence    and the Employee shall not be entitled to any rights, benefits, or paymentshereunder unless and until a Change in Control has occurred.

2.    Definitions.

(a)    Cause.           During the Period of Employment, "Cause" means termination upon        (i) the willful and continued failure by the Employee to perform substantially        his        duties with the Company (other than any such        failure resulting from the Employee's incapacity due to physical or mental        illness) after a demand for a substantial performance is delivered to the        Employee by the Chief Executive Officer of the Company ("CEO") which specifically        identifies the manner in which the CEO believes that the Employee has not        substantially performed his duties, or (ii) the willful engaging by the Employee        in illegal conduct which is materially and demonstrably injurious to the        Company. For purposes of this Section 2(a), no act, or failure to act, on        the part of the Employee shall be considered "willful" unless        done, or omitted to be done, by the Employee in bad faith and without reasonable        belief that the Employee's action or omission was in, or not 

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opposed to, the best interests of the Company. Any act, or failure to act, based    upon authority given pursuant to a resolution duly adopted by the Board or    based upon the advice of counsel for the Company shall be conclusively presumed    to be done, or omitted to be done, by the Employee in good faith and in the    best interests of the Company. Notwithstanding the foregoing, the Employee    shall not be deemed to have been terminated for Cause unless and until there    shall have been delivered to the Employee a copy of a resolution duly adopted    by the affirmative vote of not less than three quarters of the entire membership    of the Board at a meeting of the Board called and held for that purpose (after    reasonable notice to the Employee and an opportunity for him, together with    counsel, to be heard before the Board), finding that in the good faith opinion    of the Board the Employee was guilty of the conduct set forth above in (i)or (ii) of this Section 2(a) and specifying the particulars thereof in detail.

  (b)    Cash Compensation. "Cash Compensation" shall mean the sum of (i) 	 	Employee's Base Salary (determined in accordance with the provisions  of Section 4(a) hereof) and (ii) Executive's incentive compensation (provided  for under 	 	Section 4(b) hereof), which shall be an amount equal to the greatest  of (x) the average of the amount of Employee's incentive compensation for the  last 	 	three completed fiscal years immediately prior to the Employee's termination 	 	of employment (whether or not such years occurred during the Period of  Employment),	(y) the target amount of such 

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Employee's incentive compensation for the fiscal year in which his termination    of employment occurs or (z) the Employee's target amount for the fiscal yearin which the Change in Control occurs.

 (c)    Change in Control. "Change in Control" means the occurrence of any of the following: an event that would be required to be reported (assuming such event has not been "previously reported") in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred at such time as (i) any "person" within the meaning of Section 14(d) of the Securities Exchange Act of 1934 becomes the "beneficial owner" as defined in Rule 13d-3 thereunder, directly or indirectly, of more than 25% of the Company's Common Stock; (ii) during any two-year period, individuals who constitute the Board of Directors of the Company (the "Incumbent Board")      as of the beginning of the period cease for any reason to constitute at least      a majority thereof, provided that any person becoming a director during such      period whose election or nomination for election by the Company's stockholders      was approved by a vote of at least three quarters of the Incumbent Board      (either by a specific vote or by approval of the proxy statement of the Company      in which such person is named as a nominee for director without objection      to such nomination) shall be, for purposes of this clause (ii), considered      as though such person were a member of the Incumbent Board; or (iii) the 

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approval by the Company's stockholders of the sale of all or substantially allof the stock or assets of the Company.

 (d)    Disability. "Disability" means      the absence of the Employee from his duties with the Company on a full-time      basis for one hundred eighty (180) consecutive days as a result of incapacity      due to physical or mental illness. 

  (e)    Good Reason. During the Period of Employment, "Good Reason" means:

 (i)    an adverse change    in the status of the Employee (other than any such change primarily attributable    to the fact that the Company may no longer 	 	  be publicly owned) or position(s) as an officer of the Company as in    effect immediately prior to the Change in Control or the assignment to the    Employee 	 	  of any duties or responsibilities which, in his reasonable judgment,    are inconsistent with such status or position(s), or any removal of the Employee 	 	  from or any failure to reappoint or reelect him to such position(s)    (except in connection with the termination of the Employee's employment for    Cause, 	 	  Disability, or upon attaining age 65 or upon taking early retirement    under 	 	  any of the Company's retirement plans, or as a result of death or by  the Employee other than for Good Reason);

 (ii)    a reduction by the  Company after a Change in Control in the Employee's Base Salary; 

(iii)    a      material        reduction 	 	      after a Change in Control in the Employee's total annual compensation;        provided, 	 	      however, that for these purposes a reduction for any year of over      10% of 

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 total compensation measured    by the preceding year without a substantially similar reduction to all other    executives participating in incentive compensation    plans shall be considered "material"; and the failure of the Company to adopt    or renew a stock option plan or to grant amounts of restricted stock or stock    options, which are consistent with the Company's prior practices, to the    Employee shall also be considered a material reduction, unless the Employee    participates in substitute programs that provide substantially equivalenteconomic value to the Employee; 

(iv)    the failure by the    Company to continue in effect any Benefit Plan (as hereinafter defined) in    which Employee was      participating at the time of the Change in Control (or Benefit Plans providing      Employee with at least substantially similar benefits) other than as a    result of the normal expiration of any such Benefit Plan in accordance with    its      terms as in effect at the time of the Change in Control, or the taking    of any action, or the failure to act, by the Company which would adversely    affect      Employee's continued participation in any such Benefit Plans on at least      as favorable a basis to Employee as is the case immediately prior to the      Change in Control or which would materially reduce Employee's benefits    in the future under any of such Benefit Plans or deprive Employee of any    material      benefit enjoyed by Employee immediately prior to the Change in Control;  

(v)    the failure by the    Company after a Change in Control to provide and credit Employee with the    number of paid 

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vacation days to which Employee was then entitled in accordance with the Company's    normal vacation policy as in effect immediately prior to the Change in Control;or 

(vi)    the Company's requiring    the Employee after a Change in Control to be based more than fifty miles    from the Employee's principal place of business      immediately prior to the Change in Control except for required travel on      the Company's business to an extent substantially consistent with the business      travel obligations which he undertook on behalf of the Company prior to    the Change in Control. 

  (f)    Period of Employment. (i) "Period of Employment" means, subject 	 	to the provisions of Section 2(f)(ii), the period of thirty-six (36)  months commencing on the date of a Change in Control (as defined in Section  2(c) 	 	hereof) and the period of any extension or extensions thereof in accordance 	 	with the terms of this Section. The Period of Employment shall be extended 	 	automatically by one week for each week in which the Employee's employmentcontinues after the date of a Change in Control.                                             

 (ii)    Notwithstanding    the provisions of Section 2(f)(i) hereof, the Period of Employment shall    terminate upon the occurrence of the earliest of (A) the Employee's attainment    of age 	 	  65, or the election by the Employee to retire early from the Company    under any of its retirement plans, (B) the death of the Employee, (C) the    Disability 	 	  of the Employee or (D) a termination of Employee's employment by the    Company 	 	  for Cause or by the Employee without Good Reason. 

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  (g)    Termination Date. "Termination Date" means the date on which the Period of Employment terminates. 

  3.    Duties During the Period of Employment. While employed by the Company during the Period of Employment, the Employee shall devote his full business time, attention, and best efforts to the affairs of the Company and its subsidiaries; provided, however, that the Employee may engage in other activities, such as activities involving charitable, educational, religious, and similar types of organizations, speaking engagements, membership on the board of directors of other organizations, and similar types of activities to the extent that such other activities do not prohibit the performance of his duties under this Agreement, or inhibit or conflict in any material way with the business of the Company and its subsidiaries.

4.    Current Cash  Compensation.

(a)    Base Salary.      The Company       will pay to the Employee while employed by the    Company during the Period of Employment an annual base salary ("Base Salary")    in an amount determined by the Board of Directors or its Compensation Committee    which shall never be less than the greater    of (i) the Employee's Base Salary prior to the commencement of the Period    of Employment or (ii) his Base Salary during the preceding year of the Period    of Employment; provided, however, that it is agreed between    the parties that the Company shall review annually the Employee’s Base    Salary, and in light of such review may, in the discretion 

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of the Board of Directors or its Compensation Committee, increase such Base Salary    taking into account the Employee's responsibilities, inflation in the cost    of living, increase in salaries of executives of other corporations, performance    by the Employee, and other pertinent factors. The Base Salary shall be paid    in substantially equal biweekly installments while Employee is employed by    the Company. 

  (b)    Incentive Compensation. While employed by the Company during the Period of Employment, the Employee shall continue to participate in such of the Company's incentive compensation programs for executives as the Employee participated in prior to the commencement of the Period of Employment. Any amount awarded to the Employee under such programs shall be paid to Employee in accordance with the terms thereof. 

5.       Employee Benefits.

(a)    Vacation       and Sick Leave. The Employee shall be    entitled during the Period of Employment to a paid annual vacation of       not less than twenty (20) business days during each calendar year while       employed by    the Company and to reasonable sick leave. 

  (b)    Regular Reimbursed Business Expenses. The Company shall reimburse the Employee for all expenses and disbursements reasonably incurred by the Employee in the performance of his duties during the Period of Employment. 

  (c)    Employment Benefit Plans or Arrangements. While employed by the Company, Employee shall be entitled to 

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 participate in all employee    benefit plans, programs, or arrangements ("Benefit Plans")of the Company, in accordance with the terms thereof, as in effect from timeto time, which provide benefits to senior executives of the Company. For purposesof this Agreement, Benefit Plans shall include, without limitation, any compensationplan such as an incentive, deferred, stock option or restricted stock plan, orany employee benefit plan such as a thrift, pension, profit sharing, pre-taxsavings, medical, dental, disability, salary continuation, accident, life insuranceplan, or a relocation plan or policy, or any other plan, program, or policy ofthe Company intended to benefit employees. 

6.   Termination  of Employment.  

(a)    Termination       by the Company for Cause or Termination by the Employee Other Than for       Good Reason. If during the Period of Employment the Company terminates the employment of the Employee for Cause or if the Employee terminates his employment other than for Good Reason the Company shall pay the Employee (i) the Employee's Base Salary through the end of the month in which the Termination Date occurs, (ii) any incentive compensation payable to him pursuant to Section 4(b) hereof, including a pro rata share for any partial year, (iii) any accrued vacation pay, and (iv) benefits payable to him pursuant to the Company's Benefit Plans as provided in Section 5(c) hereof through the end of the month in which the Termination Date occurs. The amounts and benefits set forth in clauses (i), 

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 (ii), (iii) and (iv)of the preceding sentence shall hereinafter be referred to as "Accrued Benefits." 

(b)    Termination by the Company Without Cause or by the Employee for Good Reason. If during the Period of Employment the Company terminates the Employee's employment with the Company without Cause or the Employee terminates his employment with the Company for Good Reason, the Company will pay to Employee all Accrued Benefits and, in addition, pay or provide to the Employee the following: 

|   | (i)    | within thirty (30)        days after the date of termination, a lump sum equal to the greater of        (A) the Employee's Cash Compensation for the remainder of the Period    of Employment or (B) two times the Employee's Cash Compensation;                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|   | (ii)   | for the greater of        two years or the remainder of the Period of Employment immediately following        the Employee's date of termination, the Employee and Employee's family        shall continue to participate in any Benefit Plans of the Company (as        defined in Section 5(c) hereof) in which Employee or Employee's family        participated at any time during the one-year period ending on the day        immediately preceding Employee's termination of employment, provided        that (a) such continued participation is possible under the terms of        such Benefit Plans, and (b) the Employee continues to pay contributions    for |

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|   |   | such participation        at the rates paid for similar participation by active Company employees        in similar positions to that held by the Employee immediately prior to        the date of termination. If such continued participation is not possible,        the Company shall provide, at its sole cost and expense, substantially        identical benefits to the Employee plus pay an additional amount to the        Employee equal to the Employee's liability for federal, state and local        income taxes on any amounts includible in the Employee's income by virtue        of the terms of this Section 6(b)(ii) so that Employee does not have        to personally pay any federal, state and local income taxes by virtue    of the terms of this Section 6(b)(ii); |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (iii)  | three additional        years of service credit under the Company's Non-Qualified Plans and,        for purposes of such plans, Employee's final average pay shall be deemed        to be his Cash Compensation for the year in which the date of termination    occurs;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|   | (iv)   | the Company shall        take all reasonable actions to cause any Company restricted stock ("Restricted        Stock") granted to Employee to become fully vested and any options to        purchase Company stock ("Options") granted to Employee to become fully    exercisable, and in the event the Company cannot                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

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|   |   | effect such vesting        or acceleration within sixty (60) days, the Company shall pay within        thirty (30) days thereafter to Employee (i) with respect to        each Option, an amount equal to the product of (x) the number of unvested        shares subject to such Option, multiplied by (y) the excess of the fair        market value of a share of Company common stock on the date of Employee's        termination of employment, over the per share exercise price of such        Option and (ii) with respect to each unvested share of Restricted Stock        an amount equal to the fair market value of a share of Company common    stock on the date of Employee's termination of employment. |
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Except as provided in the following sentence, the amounts payable to the Employee    under this Section 6(b) shall be absolutely owing and shall not be subject    to reduction or mitigation as a result of employment of the Employee elsewhere    after the date of termination. Notwithstanding any provision herein to the    contrary, the benefits described in clauses (i), (ii) and (iii) of this Section    6(b) shall only be payable with respect to the period ending upon the earlier    of (i) the end of the period specified in each such clause or (ii) Employee's    attainment of age 65.

  7.    Gross-Up. In the event any amounts due to the Employee under this Agreement after a Change in Control, under the terms of any Benefit Plan, or otherwise payable by the 

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 Company or an affiliate    of the Company are subject to excise taxes under Section 4999 of the Internal    Revenue    Code of 1986, as amended ("Excise Taxes"), the    Company shall pay to the Employee, in addition to any other payments due    under other provisions of this Agreement, an amount equal to the amount of    such Excise Taxes plus the amount of any federal, state and local income    or other taxes and Excise Taxes attributable to all amounts, including income    taxes, payable under this Section 7, so that after payment of all income,    Excise and other taxes with respect to the amounts due to the Employee under    this Agreement, the Employee will retain the same net after tax amount withrespect to such payments as if no Excise Taxes had been imposed. 

  8.    Governing Law. This Agreement is governed by, and is to be construed and enforced in accordance with, the laws of the State of Connecticut. If under such laws any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, or ordinance, such portion shall be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement, and the invalidity of any such portion shall not affect the force, effect, and validity of the remaining portion hereof. 

  9.    Notices. All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person (in the Company's case, to its Secretary) or seventy-two (72) hours after deposit thereof in the U.S. mail, postage prepaid, for delivery as registered or certified mail – addressed, in the

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case of the Employee, to the Employee at Employee's residential address, and    in the case of the Company, to its corporate headquarters, attention of the    Secretary, or to such other address as the Employee or the Company may designate    in writing at any time or from time to time to the other party. In lieu of    personal notice or notice by deposit in the U.S. mail, a party may give notice    by telegram, fax or telex. 

  10.    Miscellaneous. This Agreement may be amended only by a subsequent written agreement of the Employee and the Company. This Agreement shall be binding upon and shall inure to the benefit of the Employee, the Employee's heirs, executors, administrators, beneficiaries, and assigns and to the benefit of the Company and its successors. Notwithstanding anything in this Agreement to the contrary, nothing herein shall prevent or interfere with the ability of the Company to terminate the employment of the Employee prior to a Change in Control nor be construed to entitle Employee to be continued in employment prior to a Change in Control and this Agreement shall terminate if Employee or the Company terminates Employee's employment prior to a Change in Control. Similarly, nothing herein shall prevent the Employee from retiring under any of the Company's retirement plans and receiving the corresponding benefits thereunder consistent with the treatment of other Company employees.  	 	

11.    Fees and Expenses.    The Company shall pay all reasonable legal fees and related expenses incurred    by the Employee in connection with this Agreement following a Change in 

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Control of the Company, including without limitation, all such fees and expenses,    if any, incurred in connection with: (i) contesting or disputing, any termination    of the Employee's employment hereunder; or (ii) the Employee seeking to obtain    or enforce any right or benefit provided by the Agreement. 

  12.    Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Connecticut by three arbitrators in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that the Employee shall be entitled to be paid as if his or her employment continued during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company shall bear all costs and expenses arising in connection with any arbitration pursuant to this Section 12.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and day first above written. 

|    |                    |                                                            |   | THE PERKIN-ELMER    CORPORATION   |
|---------|-------------------------|-----------------------------------------------------------------|--------|-----------------------------------|
|    |                    |                                                            |   |                              |   |   |
|    |                    |                                                            |   |                              |   |   |
|    |                    |                                                            |   | By:                               | /s/ Tony    L. White |
|    |                    |                                                            |   |                              |  |
|    |                    |                                                            |   |                              |   | Tony L. WhiteChairman, President andChief Executive Officer |
|    |                    |                                                            |   |                              |   |   |
| ATTEST: |                    |                                                            |   |                              |
|    |                    |                                                            |   |                              |   |   |
|    |                    |                                                            |   |                              |   |   |
| By:     | /s/ William    B. Sawch |                                                            |   |                              |   |
|    |                         |                                                            |   |                              |   |
|    |                    | William B. Sawch Vice President General Counsel & Secretary |   |                              |   |   |
|    |                    |                                                            |   |                              |   |   |
|    |                    |                                                            |   | ACCEPTED    AND AGREED:           |
|    |                    |                                                            |   |                              |   |   |
|    |                    |                                                            |   |                              |   |   |
|    |                    |                                                            |   | /s/   Ugo    D. DeBlasi |
|    |                    |                                                            |   |                                   |

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