Exhibit 10.3
                                    February 2, 1999





Mr. Hal Kirshner
25 Lords Highway
Weston, Connecticut 06883

Dear Hal:

      This letter confirms our arrangement regarding your
resignation as President and Chief Executive Officer of Trex
Medical Corporation (the "Company") and as an officer and
director of any of its subsidiaries or affiliates, and your
subsequent appointment as a consultant to the Company.

      The following is our agreement related to your resignation
from the Company:

      1.  Termination of Employment:  Your employment with the
      Company will be terminated effective as of December 31, 1998
      (the "Employment Termination Date").  You will be paid your
      regular salary through the Employment Termination Date.

      2.  1998 Bonus:   You will be paid a final bonus of $100,000
      for the 1998 calendar year payable at such time as such
      bonuses are normally paid.

      3.  Accrued Vacation:  You will be paid one week accrued but
      unused vacation time which you had earned through the
      Employment Termination Date. You will not continue to earn
      vacation or other paid time off after the Employment
      Termination Date.

      4.  Full Payment:  You agree that all payments provided to
      you under paragraphs 1, 2 and 3 of this Agreement are in
      complete satisfaction of any and all compensation due to you
      from the Company through the Employment Termination Date.
      You agree to reimburse the Company for all personal expenses
      due and owing to the Company as of the Employment
      Termination Date.

      5.  Employee Benefit Programs:  Your participation in all
      employee benefit programs of the Company shall cease as of
      the Employment Termination Date in accordance with the terms
      of those programs.  You will have the option to elect to
      continue your health care coverage under COBRA beginning
      January 1, 1999 for a period ending 18 months after the
      Employment Termination Date, provided you pay the full
      monthly premium cost of your coverage under the applicable
      health care plans.  Detailed information will be provided to
      you under separate cover.  You will also have the option, at
      your sole expense, of converting your basic life insurance
      coverage to an individual plan through Prudential.  If
      interested, please let us know by February 15, 1999 and
      conversion information will be furnished to you.  A
      conversion option is not available for long term disability
      coverage.

      6.   Money Match Plus Plan:  Your active participation in
      the Money Match Plus Plan shall end on the Employment
      Termination Date.  Information will be provided to you
      regarding various election options available to you
      regarding your account.
 
      7.    Stock Options:  So long as you remain a director of
      the Company, you shall be entitled to retain your stock
      options in the Company and any of its subsidiaries and
      affiliates, subject to the terms and conditions of such
      options.  Once you cease to be a director of the Company,
      your stock options will no longer vest and no further
      lapsing of the Company's and its subsidiaries' and
      affiliates repurchase rights will occur.  You will then
      have 90 days to exercise your vested options.  If you do not
      exercise your vested options by the specified deadline, your
      options will be canceled, and you will have no further
      rights with respect to your options.

      8.   Taxes:  All payments by the Company under this
      Agreement will be reduced by all taxes and other amounts
      that the Company is required to withhold under applicable
      law and all other deductions authorized by you.

      9.   Consulting Services:  You agree to provide, and make
      yourself available to provide, consulting services to the
      Company, on a per diem basis at such time or times as is
      mutually agreeable by the parties. The term of this
      consulting arrangement shall commence on January 1, 1999 and
      terminate on December 31, 2000.  You agree to use your best
      efforts, business judgment and skill in rendering consulting
      services hereunder.  This Agreement shall not prohibit you
      from engaging in other business activities, except as
      otherwise provided under paragraph 14 hereof, during the
      consulting period provided that such other activities do not
      prevent you from performing your obligations under this
      consulting arrangement.  It is expressly agreed that you are
      acting as an independent contractor in performing your
      services hereunder and not as an employee or agent of the
      Company and as such will not be treated as an employee for
      any reason whatsoever, including but not limited to federal
      or state tax purposes.  In the event of your death,
      disability or other incapacity resulting in your inability
      to perform your consulting duties hereunder all compensation
      due and owing under paragraph 10 hereof shall cease.
      Further, the Company may terminate your consulting
      arrangement for Cause and, in such event, in addition to any
      other remedies it may have, the Company shall have no
      obligation to make any further payments to you under
      paragraph 10 hereof.  "Cause" shall mean your (a) conviction
      of a felony, or a misdemeanor involving material fraud or
      material dishonesty, (b) material fraud or material
      dishonesty in the course of your employment with the Company
      or during the course of your consulting hereunder, and (c)
      misconduct that is materially injurious to the Company or
      its subsidiaries and affiliates.

      10. Additional Compensation:  In consideration for your
      release pursuant to paragraph 12 hereof and for your
      agreement to provide consulting services, the Company shall
      pay you at the rate of $225,000 per year during the term of
      the consulting arrangement, payable monthly in arrears.
      However, you will not be entitled to receive any cash
      compensation for your service as a director of the Company.

      11.  Company Property:  You will return to the Company any
      and all documents, materials and information related to the
      Company, or its subsidiaries, affiliates or businesses, and
      all other property of the Company, including, without
      limitation, credit cards, phone and other charge cards, car
      phones, fax machines and other equipment, files and personal
      computers in your possession or control, on or before
      February 10, 1999, provided, however, you may purchase the
      Company's car phones and fax machines in your possession for
      a purchase price equal to their book value.  Further, you
      agree that on and after February 2, 1999 you will not for
      any purpose attempt to access or use any Company computer or
      computer network or system, including without limitation its
      electronic mail system.

      12.  Release:  In exchange for the consideration described
      in paragraph 10 hereof, you hereby release and discharge
      Thermo Electron Corporation and its subsidiaries and
      affiliates, including the Company, and each of their
      respective current, former or future officers, directors,
      employees, agents, representatives and legal predecessors
      and successors from all claims, liabilities and causes of
      action, whether known or unknown, which you have, may have,
      or claim to have against any of them, including without
      limitation those based upon or arising out of your
      employment with the Company, the termination of your
      employment and other relationships with the Company, your
      service as an officer, director or shareholder of Thermo
      Electron Corporation or any of its subsidiaries or
      affiliates, including the Company, and any of such
      companies' policies, procedures or requirements.  You hereby
      agree not to file any lawsuit to assert such claims, which
      include, but are not limited to, any claims for breach of
      contract, wrongful termination or age, sex, race, disability
      or other discrimination under the Civil Rights Act of 1964,
      as amended, the Connecticut Fair Employment Practices Act,
      the Age Discrimination in Employment Act of 1967 or other
      federal, state or local laws prohibiting such discrimination
      or under any other federal, state or local employment laws.

      YOU UNDERSTAND THAT YOU HAVE BEEN ADVISED TO SEEK THE ADVICE
      OF AN ATTORNEY, IF YOU SO CHOOSE, PRIOR TO SIGNING THIS
      RELEASE AND THAT TO THE EXTENT DESCRIBED HEREIN YOU ARE
      GIVING UP ANY LEGAL CLAIMS YOU HAVE AGAINST THERMO ELECTRON
      CORPORATION AND ITS SUBSIDIARIES AND AFFILIATES, INCLUDING
      THE COMPANY,  AND EACH OF THEIR RESPECTIVE CURRENT, FORMER
      OR FUTURE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
      REPRESENTATIVES, LEGAL PREDECESSORS AND SUCCESSORS BY
      SIGNING THIS RELEASE.  YOU FURTHER UNDERSTAND THAT YOU MAY
      HAVE 21 DAYS TO CONSIDER THIS AGREEMENT, THAT YOU MAY REVOKE
      IT AT ANY TIME DURING THE SEVEN DAYS AFTER YOU SIGN IT, AND
      THAT IT WILL NOT BECOME EFFECTIVE UNTIL THE 7-DAY REVOCATION
      PERIOD HAS PASSED.  YOU FULLY UNDERSTAND YOUR RIGHTS TO TAKE
      21 DAYS TO CONSIDER SIGNING THIS RELEASE AND, AFTER HAVING
      SUFFICIENT TIME TO CONSIDER YOUR OPTIONS, YOU HEREBY WAIVE
      YOUR RIGHT TO TAKE THE FULL 21-DAY PERIOD.  YOU ACKNOWLEDGE
      THAT YOU ARE SIGNING THIS RELEASE KNOWINGLY, WILLINGLY AND
      VOLUNTARILY IN EXCHANGE FOR THE CONSIDERATION DESCRIBED IN
      PARAGRAPH 10 HEREIN.

      13.  Restriction on Purchase or Sale of Common Stock:    You
      understand that you will continue to be a "Reporting
      Person," for purposes of Section 16 of the Securities
      Exchange Act of 1934 and the rules and regulations
      promulgated thereunder, and you will remain subject to
      insider trading regulations under the federal securities
      laws for as long as you remain a director of the Company and
      for a period of six months following the termination of such
      position and that you are required to preclear transactions
      in the Company and its affiliates' securities with the
      Company's Stock Transaction Coordinator, Ms. Pauline I.
      Northern.  You are also urged to contact the Corporate
      Secretary of the Company, Ms. Sandra L. Lambert, should you
      have any questions regarding compliance with the insider
      trading regulations under the federal securities laws.

      14.  Non-Compete.  For the period beginning on the
      Employment Termination Date and ending on December 31, 2000
      (the "Non-Compete Period"), you shall not, either directly
      or indirectly as a stockholder, investor, partner, director,
      officer, employee or consultant, compete or engage in any
      business that competes, anywhere in the world, with the
      business of the Company or any of its direct or indirect
      subsidiaries or any affiliates of the Company in which the
      Company has a direct or indirect equity interest, it being
      understood that providing consulting services to, or serving
      as a director of, a corporation that develops, manufactures
      or sells products that are merely complimentary to, but are
      not substitutes or replacements for, the Company's products
      shall not be deemed competition for purposes of this
      paragraph 14.  You agree that the duration and geographic
      scope of this non-competition provision are reasonable.  In
      the event that any court determines that the duration or
      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 geographic area
      that would not render it unenforceable.  The parties intend
      that this non-competition provision shall be deemed 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 of the U.S.
      where this provision is intended to be effective.  Further,
      during the Non-Compete Period, you hereby agree you shall
      not, either directly or indirectly as a stockholder,
      investor, partner, director, officer, employee or otherwise,
      solicit or attempt to induce any employee of the Company or
      any of its subsidiaries or affiliates to terminate his or
      her employment with such entity, or attempt to induce any
      customer or supplier of the Company or any of its
      subsidiaries or affiliates to terminate its relationship
      with such entity.

      15.  Resignation.  You hereby resign effective as of
      December 13, 1998 your positions as President and Chief
      Executive Officer of the Company and effective as of January
      1, 1999 all of your other positions as an officer and
      director of all of the Company's subsidiaries and affiliates.

      16.  Non-Disparagement:  You agree that you will continue to
      support and promote the interests of Thermo Electron
      Corporation and its subsidiaries and affiliates, including
      the Company, and that you will not criticize, disparage,
      defame or in any way comment negatively to anyone about
      Thermo Electron Corporation or its subsidiaries or
      affiliates, including the Company, or any of the people or
      organizations connected with them, or do or say anything
      that could disrupt the good morale of the employees of the
      Company or otherwise harm the interests or reputation of
      Thermo Electron Corporation and its subsidiaries and
      affiliates, including the Company, and any of the
      organizations or people connected with them. Nothing in this
      provision shall prevent you from (i) complying with
      compulsory legal process or otherwise making disclosures in
      connection with litigation or administrative proceedings,
      (ii) making such disclosures as are necessary to obtain
      legal advice, (iii) making disclosures as are required by
      federal, state or local regulatory authorities, and (iv)
      making disclosures which by law are required or cannot be
      prohibited.

      17.  Cooperation: You agree to reasonably cooperate with the
      Company with respect to all matters arising during or
      related to your employment, including but not limited to
      cooperation in connection with any governmental
      investigation, litigation or regulatory or other proceeding
      which may have arisen or which may arise following the
      signing of this Agreement.

      18.  Waiver of Jury Trial:  Each of the parties hereby
      expressly, knowingly and voluntarily waives all benefit and
      advantage of any right to a trial by jury, and each agrees
      that he or it will not at any time insist upon, or plead or
      in any manner whatsoever claim or take the benefit or
      advantage of, a trial by jury in any action arising in
      connection with this Agreement.

      19.  Entire Agreement:  This letter contains the entire
      Agreement between you and the Company and replaces all prior
      and contemporaneous agreements, communications and
      understandings, whether written or oral, with respect to
      your resignation,  and employment and its termination and
      all related matters other than your Information and
      Invention Agreement with the Company.  This Agreement will
      be governed by and interpreted in accordance with the laws
      of the Commonwealth of Massachusetts without regard to
      choice of law provisions.

      20.  Severability:  If one or more provisions of this
      Agreement are held to be unenforceable under applicable law,
      such provision shall be excluded from this Agreement and
      replaced with a provision which is enforceable and comes
      closest to the intent of the parties underlying the
      unenforceable provision.

      21.  Relief:  In the event of breach of the provisions of
      this Agreement by any party, in addition to any other rights
      that the other parties may have under law or in equity, each
      party shall have the right to specific performance and
      injunctive relief, it being acknowledged and agreed that
      money damages will not provide an adequate remedy.  In the
      event litigation is brought with respect to this Agreement,
      the prevailing party shall be entitled to recover from the
      losing party his or its reasonable attorney's fees and
      expenses.

      22.       Successors and Assigns:  No party hereto may
      assign any of its rights under this Agreement without the
      prior written consent of the other party.  This Agreement is
      binding on each of the parties' permitted assigns,
      successors in interest, heirs, administrators and executors.


      23.      Voluntary Agreement:  In signing this Agreement,
      you give the Company assurance that you have signed it
      voluntarily and with a full understanding of its terms and
      that you have had sufficient opportunity to consider this
      Agreement and to consult with anyone of your choosing before
      signing it.  If the terms of this Agreement are acceptable
      to you, please sign and return it to the undersigned.  At
      the time you sign and return this Agreement, it will take
      effect as a legally-binding agreement between you and the
      Company on the basis set forth above.


Date Received by Addressee:  February 2, 1999




                                    TREX MEDICAL CORPORATION


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


Accepted and Agreed to:


      /s/ Hal Kirshner