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                                                             Exhibit 10(c)(xii)



                              EMPLOYMENT AGREEMENT


This Agreement is made as of February 11, 2002 by and between American Science
and Engineering, Inc. (the "Company"), a Massachusetts corporation having its
principal place of business in Billerica, Massachusetts, and Ralph G. Foose, of
Acton, MA (the "Executive").

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

Accordingly, the Company and the Executive agree as follows:

1. The Company and the Executive agrees to continue and perform the duties of,
Vice President, Operations of the Company.

2.       (a) The Executive's weekly salary shall be $3,846.15 ("Base Salary")
payable not less frequently than on a monthly basis in accordance with
standard company policy for executives. Effective September 1, 2002, the
Executive's weekly Base Salary will increase to $4,615.38. The Executive
shall also be eligible for an annual bonus in an amount of up to fifty (50%)
percent of Base Salary (annualized) based on Executive's performance, as
determined by the Company's CEO, of specific goals to be determined by the
CEO. The Executive's bonus will also be based on Company performance.
Executive shall also be granted options to purchase up to 40,000 shares of
the company's common stock subject to the terms and conditions of AS&E's 1998
Non-Qualified Option Plan, upon approval of the grant by the Board of
Directors. The price of the options will be the market close price on the
American Stock Exchange on February 11, 2002. The vesting will occur in
20,000 option increments, the first on September 1, 2003 and the second on
September 1, 2004.

         (b) The Company will include the Executive in all life insurance,
disability insurance, medical and all other benefit plans maintained by the
Company for the benefit of its Executives.

3.       (a) The Company shall pay to the Executive the "Severance Payment"
in the event that the Executive is terminated by the Company within sixty
(60) days prior to or twelve (12) months after the occurrence of a "Change of
Control," as defined below, unless this Agreement has expired pursuant to
Paragraph 5. The Severance Payment shall be made at the time of such
termination.

         (b) The "Severance Payment" shall be a one-time payment equal to the
higher of: (i) the annual rate of the Executive's base salary in effect one
month prior to the occurrence of the Change of Control, or (ii) the annual rate
of the Executive's base salary in effect at the time of such termination. The
Severance Payment shall also include the continuation of all


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benefits received by the Executive prior to termination for a period equal to
the lesser of one year or the start of new employment by the Executive in which
he receives substantially similar benefits.

         (c) A "Change of Control" shall be deemed to have occurred if:

         (i) any person (as defined in Section 13(d) or 14(d)(2) of the
         Securities Exchange Act of 1934) shall have become the beneficial owner
         of 50 percent or more of the combined voting power of the Company's
         voting securities;

         (ii) the Continuing Directors shall have ceased for any reason to
         constitute a majority of the Board of Directors of the Company. For
         this purpose, a "Continuing Director" shall include members of the
         Board of Directors of the Company as of the date of this Agreement and
         any person nominated for election to the Board of Directors of the
         Company by a vote of the majority of the then Continuing Directors;

         (iii) the stockholders approve the complete liquidation or dissolution
         of the Company, or

         (iv) the stockholders approve by the requisite vote any of the
         following transactions: (A) a merger or consolidation of the Company
         (except for a merger in respect of which no vote of the stockholders of
         the Company is required); (B) a sale, lease, exchange, mortgage,
         pledge, transfer or other disposition (in one transaction or a series
         of transactions), whether as part of a dissolution or otherwise, of
         assets of the Company or of any direct or indirect majority-owned
         subsidiary or the Company (other than to any direct or indirect
         wholly-owned subsidiary or to the Company) having an aggregate market
         value equal to 50% or more of either the aggregate market value of all
         of the assets of the Company determined on a consolidated basis or the
         aggregate market value of all the outstanding stock of the Company
         immediately prior to the transaction; or (C) a tender or exchange offer
         for 50% or more of the outstanding voting stock of the Company.

4.       (a) If the Executive is terminated for any reason other than (i)
Cause (as defined below); or (ii) other than pursuant to Paragraph 3 or
Paragraph 5 (such reasons other than (i) or (ii) are hereinafter referred to
as "Termination for Convenience") the Executive shall receive an amount equal
to the greater of the amount that would be due under the Company's
then-current severance policy, if any, or six months of his then-current Base
Pay, payable, at the Company's option, on the last date of his employment or
in weekly installments. In case of Termination for Convenience, the Executive
shall be entitled to a continuation of all benefits being received by him at
the time of termination for the lesser of six (6) months from the date of
termination, or until the date in which the Executive begins new employment
in which he receives substantially similar benefits. If the Executive is
Terminated for Convenience within twelve (12) months of a change in the
Company's President/CEO, the

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Executive shall be entitled to receive the Severance Payment described in
Paragraph 2(b) in place of the benefits described in this Paragraph 3.

         (b) For the purposes of this Agreement, "Cause" shall mean: (i) the
determination by the President of the Company that the Executive has failed to
perform his duties in the course of his employment under this Agreement or has
failed to follow the reasonable instructions of, or to meet the goals set by,
the President of the Company; or (ii) the final conviction of the Executive for,
or his plea of nolo contendere to, a felony or any other crime that involves
fraud, dishonesty or moral turpitude.

5. This Agreement shall terminate on September 30, 2003, but may be renewed for
an additional period of one (1) year by agreement of both parties.

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

7. This Agreement contains the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior oral and written
agreements, understandings and commitments between the parties relating to this
Agreement. Notwithstanding the foregoing, the Executive shall at all times
remain subject to all policies and procedures of the Company that relate to
employees of the Company, except to the extent that this Agreement contains
terms or provisions that are contrary to or provides greater benefits than such
policies and procedures, in which case this Agreement shall control. No
amendment to this Agreement shall be made except by a written instrument signed
by both parties.

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

         (a) directly or indirectly work for, consult with, be affiliated with
or otherwise provide services for any competitor of the Company, including
without limitation any entity that designs, manufactures or sells x-ray
inspection equipment for security purposes; or


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         (b) hire, solicit, or attempt to induce any employee of the Company to
leave its employ and to work directly or indirectly for or with Executive or any
employer or contractor of Executive.

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

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

                                    AMERICAN SCIENCE AND ENGINEERING, INC.


                                    By:
                                        ---------------------------------------
                                        Ralph S. Sheridan, President



                                        ---------------------------------------
                                        Ralph G. Foose


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