March 1, 2000



Mr. Ira Miller
Trex Medical Corporation
37 Apple Ridge Road
Danbury. CT 06810

Dear Ira:

As we have discussed, Thermo Electron Corporation has announced a reorganization
of the company in which certain of the company's assets, including those of Trex
Medical, will be sold. We recognize that your past contributions have been
integral to the success of the company and that your continued involvement will
be necessary in order to facilitate the sale of Trex Medical Corporation and to
assure a smooth transition for a potential buyer.

TRANSACTION BONUS

In order to provide an incentive for you to remain with the company through the
completion of the sale we will pay you a transaction bonus payable to you upon
the sale of Trex Medical as follows:

You will be paid a bonus of $150,000 for the sale or disposition of Trex Medical
at a price equal to or less than $120,000,000. If the sale price exceeds
$120,000,000, .5% of the difference between the actual sale price and
$120,000,000 will be added to the $150,000 bonus. In all cases, payment of the
bonus will be made within 90 days of the sale or disposition of Trex Medical.

In the event that portions of the company are sold separately, the value of each
sale as a percent of the target value ($120,000,000) will be used to calculate
the transaction bonus portion due at the close of the sale of that part of the
business. For example, if part of the business sells for $40,000,000 a bonus of
$50,000 would be paid at the close of that sale ($40,000,000 divided by
$120,000,000 times $150,000 = $50,000).

SEVERANCE

In addition to the transaction bonus, we agree to pay you severance in
recognition of your efforts as follows:

Upon completion of the sale or disposition of the business, you will be paid the
equivalent of one-year annual base salary of $180,000 and bonus of $110,000 for
a total lump sum payment of $290,000. In addition, the company will pay the cost
of family COBRA medical and dental coverage for a period of 12 months after your
employment termination.

TERMS OF AGREEMENT

         1. Trex Medical agrees to continue to employ you on the same terms and
            with the same benefits you currently enjoy as an employee-at-will.
            In return, you agree to remain in such employ and to continue to
            devote your full time and best efforts to Trex Medical as an
            employee-at-will until the closing date of the sale of Trex Medical.

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         2. You understand that Trex Medical retains the right to terminate your
            services without cause (as defined below) and you retain the right
            to terminate your services for Trex Medical at any time. If your
            employment is terminated by the company for its convenience and
            without cause prior to the closing of sale, you will be paid your
            severance pay upon termination and your full transaction bonus
            within 90 days after the business is sold.. If you terminate your
            employment prior to the closing date or Trex Medical terminates your
            employment for "cause" (as defined below), you will forfeit any and
            all payments that you would be entitled to under this agreement.

         3. For the purposes of this agreement, "cause" shall be determined by
            the company in the exercise of good faith and reasonable judgment
            and will include any breach of this agreement by you or any act by
            you of gross personal misconduct, insubordination, misappropriation
            of funds, fraud, dishonesty, gross neglect of or failure to perform
            the duties reasonably required of you pursuant to this agreement or
            any conduct which is in willful violation of any applicable law or
            regulation pertaining to the business.

         4. For purposes of this agreement, we agree that Trex Medical will be
            considered to be sold when any person or entity (other than a person
            or entity affiliated with Thermo Electron) purchases at least fifty
            percent (50%) of the assets of the business, whether through a
            purchase of the business or a purchase of the company of which the
            business is a part.

         5. You understand that all payments made under this agreement are
            subject to appropriate federal, state, city or other tax withholding
            requirements.

         6. You acknowledge that this agreement supersedes any prior agreements
            or understandings oral or written between you and Trex Medical
            pertaining to any incentive payments being offered to employees of
            businesses being sold in connection with the reorganization and that
            this agreement constitutes the entire agreement between us.

On behalf of Thermo Electron and Trex Medical, I thank you for your continued
assistance and support. If you have any questions regarding any of the terms of
this agreement, please do not hesitate to contact me,

Once you have read and understood the terms of this agreement, please indicate
your agreement by signing below on the line above your typewritten name, make a
copy for your records and return the original document to me.

                                                     Very truly yours,



                                                     John T. Keiser, COO


Accepted and agreed:

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Ira Miller                                             Date