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                                                                   Exhibit 10.12

"CIC" Agreement

         THIS AGREEMENT dated as of August 31, 1999, is made by and between
Brown & Sharpe Manufacturing Company, a Delaware Corporation, (the "Company")
and Marcus Burton, Corporate Vice President & General Manager - Custom Metrology
Division ("Executive").

         WHEREAS the Compensation and Nominating Committee of the Board of
Directors of the Company (the "Committee" and the "Board", respectively)
recognizes that, as is the case with many publicly held corporations, the
possibility of a Change in Control (as defined in the last Section hereof)
exists and that such possibility, and the resultant uncertainty as to the
Executive's responsibilities, compensation or continued employment, may result
in the departure or distraction of the Executive, and whereas the Board believes
it is important to the Company and the interests of its stockholders, should the
Company receive acquisition or combination proposals from outside parties, to
enable the Executive, without being distracted by the uncertainties of his own
employment situation, to perform his regular duties and to act objectively in
connection with any such proposals; and

         WHEREAS the Company considers it essential to the best interests of the
Company, its shareholders, and its employees generally to agree to provide the
benefits set forth below;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
Company and the Executive hereby agree as follows:

         1.  Defined Terms. The definition of capitalized terms used in this
             -------------
Agreement is provided in the last Section hereof.

         2.  Term of Agreement. This Agreement shall commence on the date hereof
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and shall continue in effect until terminated by written agreement between the
Company and the Executive or until the Executive's employment with the Company
has been terminated under circumstances not involving a Change in Control.

         3.  Company's Covenants Summarized. In consideration of the Executive's
             ------------------------------
covenants set forth in Section 4 hereof, the Company agrees, under the
conditions described herein, to pay the Executive the "Severance Payments"
described in Section 6.1 hereof and the other payments and benefits described
herein in the event the Executive's employment with the Company is terminated
following a Change in Control. No amount or benefit shall be payable under this
Agreement unless there shall have been (or, under the terms hereof, there shall
be deemed to have been) a termination of the Executive's employment with the
Company following a Change in Control. This Agreement shall not be construed as
creating an express or implied contract of employment prior to the date of a
Change in Control and, except as otherwise agreed in writing between the
Executive and the Company, the Executive shall not have any right to be retained
in the employ of the Company.

         4.  The Executive's Covenants. The Executive agrees that if the Company
             -------------------------
enters into an agreement described in Section 15(C)(v), or if there is a public
announcement described in Section 15(C)(vi), or if the Board adopts a resolution
described in Section 15(C)(vii), in each case regardless of whether such
agreement or the action or actions contemplated by such announcement or
resolution have yet resulted in a Change in Control, the Executive will, if
requested by the Company, remain in the employ of the Company until the earlier
of (A) a date specified in such request which is not later than three (3) months
after the date on which the actions ultimately resulting in a Change in Control
are consummated (but one (1) month if Section 15(C)(vi) is applicable), or (B)
the date of termination by the Executive of the Executive's employment for Good
Reason (determined, for purposes of this clause (B), without regard to Section
15(K)(a)) or by reason of death or Disability, or the efforts to effect a Change
in Control have been abandoned or terminated.

         5.  Compensation Other Than Severance Payment.
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         5.1. Following a Change in Control, during any period that the
Executive fails to perform the Executive's full-time duties with the Company as
a result of incapacity due to physical or mental illness, the Company shall pay
the Executive's full salary to the Executive at the rate in effect at the
commencement of such period (or the rate in effect immediately prior to the
Change in Control, if higher), together with all compensation and benefits
payable to the Executive under the terms of any compensation or benefit plan,
program or arrangement maintained by the Company during such period, until the
Executive's employment is terminated by the Company for Disability or the
Executive resumes full-time duties, subject to the other termination provisions
of this Agreement.

         5.2. If the Executive's employment shall be terminated for any reason
following a Change in Control, the Company shall pay the Executive's full salary
to the Executive through the Date of Termination at the rate in effect at the
time the Notice of Termination is given (or the rate in effect immediately prior
to the Change in Control, if higher), together with all prorated compensation
and benefits payable to the Executive or creditable to his plan account under
the terms of any compensation or benefit plan, program or arrangement maintained
by the Company prior to the Date of Termination (or such terms as in effect
immediately prior to the Change in Control, if more favorable to the Executive)
were the Executive employed by the Company on the last day of the year. In the
case of the PIP payout, the amount to be paid shall be equal to the larger of
(i) the PIP amount that would be payable if all objectives were met 100% (payout
factor of 1.0) or (ii) the largest PIP amount paid to the Executive during the
past three years, in either case prorated for the period of the Executive's
employment during such year and paid in cash within 15 days of the date of
termination. In the case of the Perquisite Plan, the amount to be paid out is
such that, including amounts already paid to the Executive during the calendar
year of the Termination, 100% of the annual amount last awarded to the Executive
by the Committee prior to the Change in Control shall have been paid to the
Executive. In the case of the Company's Savings and Retirement Plan for
Management Employees ("SARP"), Employee Stock Ownership Plan and Trust ("ESOP"),
the excess benefit restoration account under the Company's Supplemental
Executive Retirement Plan, the Company's Senior Executive Supplemental Umbrella
Pension Plan, and any other plan benefits under the first sentence of this
section for the year or period in which the Executive's termination of
employment occurs shall be determined without regard either to the right of the
Board to not authorize any contribution to the SARP, ESOP, SERP, or other plan
for that year or to any requirement in such plan or program that the Executive
continue employment until the end of such year or period and as so determined
shall be prorated for the period of the Executive's employment during such year
or period provided that if such contributions cannot validly be made pursuant to
the terms of the plans, then the amount that could not be so contributed to the
SARP, ESOP, or other plan shall be paid under this Agreement in cash in a lump
sum to the Executive within 15 days of the Date of Termination. In the case of
the Company's Long Term Deferred Cash Incentive Plan (the "LTDCIP"), for
purposes of the first sentence of this Section, there shall be paid to the
Executive in a cash lump sum payment within 15 days of the Date of Termination
an amount equal to the applicable pro rate portion, based on the days of the
Executive's employment in the year prior to the Date of Termination of the award
or credit that would have been credited to the Executive's account under the
LTDCIP for the calendar year in which the Date of Termination occurs assuming,
for such year, (i) the Company's Adjusted Pretax Profit (as defined in the
LTDCIP) had equaled the amount projected as Adjusted Pretax Profit in the
Company's latest "BNS Five Year Plan - Base Case" provided to the Company's
investment banker prior the Change in Control (or if not available, the best
equivalent), and (ii) the Executive's percentage award opportunity had equaled
the Executive's percentage award opportunity specified in the most recent award
to the Executive preceding the Change in Control.

     Upon a Change in Control, all options held by the Executive at such date
shall immediately vest and become exercisable and all restrictions on restricted
stock shall lapse, to the extent that such vesting or lapse has not occurred by
said date under the terms of the Equity Incentive Plan (or other applicable
plan).

         5.3. If the Executive's employment shall be terminated for any reason
following a Change in Control, the Company shall pay the Executive's
post-termination compensation and benefits to the

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Executive as such payments become due, as determined under and paid in
accordance with the Company's retirement, insurance and other compensation or
benefit plans, programs and arrangements and agreements, including the plans
referred to in Section 5.2, other than this Agreement; provided, however, that
the Severance Payments under Section 6 of this Agreement shall be the only
severance and benefits paid or provided following a Change in Control for a
termination by the Executive with Good Reason or a termination by the Company
Without Cause unless the Executive elects within 30 days after the Termination
Date to take such other payments and benefits exclusively in lieu of the
Severance Payments under Section 6.

         6.   Severance Payments.
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         6.1. Subject to Section 6.2 hereof, the Company shall pay the Executive
the payments and benefits described in this Section 6.1 ("Severance Payments"),
in addition to the applicable payments and benefits described in Section 5
hereof, upon any termination after a Change in Control by the Company Without
Cause or by the Executive for Good Reason.

              (i) Within 15 days of the Date of Termination, the Company shall
              make a lump sum cash payment to the Executive equal to twice (two
              times) the sum of (a) the higher of the Executive's annual base
              salary in effect immediately prior to the occurrence of the event
              or circumstance upon which the Notice of Termination is based or
              in effect immediately prior to the Change in Control, (b) the
              highest annualized (for a partial year of service) annual
              aggregate bonuses paid, or accrued to be paid if not then yet paid
              (or, in the event that the Executive has been recently hired and
              has not had a full fiscal year of employment and Profit Incentive
              Plan opportunity, then the higher of the amount paid in the prior
              year, recalculated as if the Executive had been employed for the
              full entire year, or the planned amount of Profit Incentive Plan
              bonus payout for the Executive for the year in which the
              termination occurs) to the Executive under the Profit Incentive
              Plan or its successor plan or by vote of the Board of Directors
              (or a committee thereof) or bonuses of Sales Incentive
              Compensation or other bonuses excluding any bonuses paid as part
              of the hiring process, in each case determined (except as provided
              above with respect to a recently hired Executive) over the period
              beginning with the fifth (5th) year preceding the year in which
              occurs the Change in Control and ending with the period in which
              occurs the Date of Termination, and (c) the highest of the
              Executive's Perquisite Plan award amount in effect immediately
              prior to the occurrence of the event or circumstance upon which
              Notice or Termination is based or in effect immediately prior to
              the Change in Control or the Perquisite Plan amount last paid to
              the Executive.

              (ii) Within 15 days of the Date of Termination, the Company shall
              make an additional lump sum cash severance payment to the
              Executive equal to twice (two times) the annual level of
              contributions, credits or other benefits the Executive was
              receiving (or that were being made or were required to be made for
              the Executive's benefit) for the most recent applicable plan
              period prior to the Change in Control or prior to the Notice of
              Termination (whichever is more favorable to the Executive) under
              any employee benefits plan then existing including the SARP, the
              ESOP, the "excess benefit" restoration account under the Company's
              Supplemental Executive Retirement Plan, the Company's Senior
              Executive Supplemental Umbrella Pension Plan, the Company's
              matching contribution under its 401(k) plan applicable to the
              Executive and (subject to the following sentence) the LTDCIP (and
              in each case any successor plan or arrangement), in each case
              based on the levels of compensation taken into account under
              Section 6.1(i). In the case of the LTDCIP the payment shall equal
              to an amount equal to the award credits that would have been
              credited to the Executive's account under the LTDCIP for the
              calendar year in which the Date of Termination occurs and for the
              succeeding year, assuming for each of such years, (i) the
              Company's Adjusted Pretax Profit (as defined in the LTDCIP) had
              equaled

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              the amount projected for the applicable year as Adjusted Pretax
              Profit (as defined in LTDCIP) in the Company's latest "BNS Five
              Year Plan - Base Case" provided to the Company's investment banker
              prior the Change in Control (or if not available, the best
              equivalent), and (ii) the Executive's percentage award opportunity
              had equaled the percentage award opportunity which was the
              Executive's most recent award level preceding the Change in
              Control.

For the period of twenty-four (24) months following the Date of
         Termination, the Company shall arrange to provide the Executive with
         any employee welfare benefits including health, dental, disability,
         life, and accident insurance benefits substantially similar to those
         which the Executive is receiving on the same premium cost share basis
         as was applicable to the Executive immediately prior to the Notice of
         Termination or the Change in Control, whichever is more favorable to
         the Executive (without utilizing or limiting the Executive's subsequent
         resort to COBRA rights under applicable laws and without giving effect
         to any reduction in such benefits subsequent to a Change in Control
         which reduction constitutes Good Reason). Benefits otherwise receivable
         by the Executive under any employee welfare benefits including health,
         dental, disability, life, and accident insurance pursuant to this
         Section 6.1(ii) shall be reduced to the extent comparable benefits are
         actually received by or made available to the Executive without cost or
         at a lower cost than was charged to the Executive prior to the Change
         in Control or the Notice of Termination (whichever is more favorable to
         the Executive) during the twenty-four (24) month period following the
         Executive's termination of employment (and any such benefits actually
         received or made available by the Executive shall be reported to the
         Company by the Executive). In the event that the Company self-insures
         with respect to one of these benefits, such as for example dental
         benefits, then the Executive shall be reimbursed for all dental
         expenses during the 24-month period that would have been reimbursed
         under the self-funded policy in effect prior to the Notice of
         Termination or the Change in Control, whichever is more favorable to
         the Executive. If the benefits provided to the Executive under this
         Section 6.1(ii) shall result in a decrease, pursuant to Section 6.2, in
         the Severance Payments and as a result the Section 6.1(ii) benefits are
         thereafter reduced pursuant to the immediately preceding sentence
         because of the receipt or availability of comparable benefits, the
         Company shall, at the time of such reduction, pay to the Executive the
         lesser of (a) the amount of the decrease made in the Severance Payments
         pursuant to Section 6.2, or (b) the maximum amount which can be paid to
         the Executive without being, or causing any other payment to be,
         nondeductible by reason of section 280G of the Code.

         6.2. Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by the Executive in
connection with a Change in Control or the termination of the Executive's
employment (whether or not received pursuant to the terms of this Agreement or
otherwise) (all such payments and benefits, including option benefits and the
Severance Payments, being hereinafter called the "Total Payments") would be
subject in whole or in part to the Excise Tax, then the Severance Payments shall
be reduced to the extent, but only to the extent, necessary so that no portion
of the Total Payments is subject to the Excise Tax; provided, that no such
reduction shall be effected unless the net amount of the Total Payments after
such reduction in the Severance Payments and after deduction of the net amount
of federal, state and local income taxes on such reduced Total Payments would be
greater than the excess of (A) the net amount of the Total Payments without such
reduction in the Severance Payments but after deduction of the net amount of
federal, state and local income taxes (other than the Excise Tax) on such
unreduced Total Payments, over (b) the Excise Tax to which the Total Payments
are subject. The determination as to whether a reduction in Severance Payments
is to be made under this Section 6.2 and, if so, the amount of any such
reduction shall be made by the firm of certified public accountants that had
been acting as the Company's auditors prior to the Change in Control or by such
other firm of certified public accountants, benefits consulting firm or legal
counsel as the Board may designate for such purpose, with the approval of the
Executive, prior to the Change in Control.

         The Company shall provide the Executive with the auditor's calculations
of the amounts referred to in this Section 6.2 and such supporting materials as
are reasonably necessary for the Executive to

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evaluate the Company's calculations.

         6.3. In the event of a termination following a Change in Control, the
Company also shall pay to the Executive all legal fees and expenses, if any,
incurred in disputing in good faith any such termination or in seeking in good
faith to obtain or enforce any payment, benefit or right provided by this
Agreement or in connection with any tax audit or proceeding to the extent
attributable to the application of section 4999 of the Code to any payment or
benefit provided hereunder). Such payments shall be made within five (5)
business days after delivery of the Executive's written requests for payment
accompanied with such evidence of fees and expenses incurred as the Company
reasonably may require.

         6.4. During the period of two years from the Termination Date, the
Company shall engage, at the request of the Executive, made in writing in the
Termination Notice or within ten days of receipt by the Executive of a Notice of
Termination, a mutually agreed upon, full executive outplacement counseling
service of national reputation, reasonably proximate to the Executive's home or
home office, to assist the Executive in obtaining employment.

         7.   Termination Procedures and Compensation During Dispute.
              ------------------------------------------------------

         7.1. Notice of Termination. After a Change in Control, any purported
              ---------------------
termination of the Executive's employment (other than by reason of death) shall
be communicated by written Notice of Termination from one party hereto to the
other party hereto in accordance with Section 10 hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated. Further, a Notice of Termination for Cause is required to include a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership (excluding the Executive, if a
Director) of the Board at a meeting of the Board which was called and held for
the purpose of considering such termination (after reasonable notice to the
Executive and an opportunity for the Executive, together with the Executive's
counsel, to be heard before the Board) finding that, in the good faith opinion
of the Board, the Executive was guilty of conduct set forth in clause (i) or
(ii) of the definition of Cause herein, and specifying the particulars thereof
in detail.

         7.2. Date of Termination. "Date of Termination", with respect to any
              -------------------
purported termination of the Executive's employment after a Change in Control
during the term of this Agreement, shall mean, subject to the provisions of
Section 7.3:

         (A) if the Executive's employment is terminated for Disability, thirty
         (30) days after Notice of Termination is given (provided that the
         Executive shall not have returned to the full-time performance of the
         Executive's duties during such thirty (30) day period), and

         (B) if the Executive's employment is terminated for any other reason,
         the date specified in the Notice of Termination which, in the case of a
         termination by the Company, shall not be less than thirty (30) days
         (except in the case of a termination for Cause) and, in the case of a
         termination by the Executive, shall not be less than fifteen (15) days
         nor more than sixty (60) days from the date such Notice of Termination
         is given.

         7.3. Dispute Concerning Termination. If within fifteen (15) days after
              ------------------------------
any Notice of Termination is given, the party receiving such Notice of
Termination notifies the other party that a dispute exists concerning the
termination, the Date of Termination shall be the date on which the dispute is
finally resolved, either by mutual written agreement of the parties, by
arbitrator's award, or, to the extent permitted by Section 14, by a final
judgment, order or decree of a court of competent jurisdiction on the
arbitrator's award (which is not appealable or with respect to which the time
for appeal therefrom has expired and no appeal has been perfected); provided
further that the Date of Termination shall be extended by a notice of dispute
only if such notice is given in good faith and the party giving such notice
pursues the resolution of such dispute with reasonable diligence.

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         7.4. Compensation During Dispute. If a purported termination occurs
              ---------------------------
following a Change in Control and such termination is disputed in accordance
with Section 7.3 hereof, the Company shall continue to pay the Executive the
full compensation (including, but not limited to, salary) in effect when the
notice giving rise to the dispute was given and continue the Executive as a
participant in all compensation, benefit and insurance plans in which the
Executive was participating when the notice giving rise to the dispute was
given, until the dispute is finally resolved in accordance with Section 7.3
hereof. Amounts paid under this Section 7.4 are in addition to all other amounts
due under this Agreement (other than those due under Section 5.2 hereof) and
shall not be offset against or reduce any other amounts due under this
Agreement. In the event of such purported termination by the Company or the
Executive, the Executive need not provide any services to the Company and no
mitigation requirement shall apply.

     It is the intent of the Company that the Executive not be required to incur
the expenses associated with the enforcement of his rights under this Agreement
by an arbitration proceeding or otherwise because the cost and expense thereof
would substantially detract from the benefits intended to be extended to the
Executive hereunder. Accordingly, if the Executive determines in good faith that
the Company has failed to comply with any of its obligations under this
Agreement or if the Company or any other person takes any action to declare this
Agreement void or unenforceable, or institutes any litigation or arbitration
proceeding designed to deny, or to recover from the Executive the benefits
intended to be provided to the Executive hereunder or in the event of
arbitration proceedings instituted as contemplated by Section 7.3 above, the
Company confirms that it has irrevocably authorized the Executive from time to
time to retain counsel of his choice, at the expense of the Company as hereafter
provided, to represent the Executive in connection with the arbitration
proceeding provided for above (or in any other legal proceeding), whether by or
against the Company or any director, officer, stockholder or other person
affiliated with the Company, in any jurisdiction which may adversely affect
Executive's rights under this Agreement. Without limiting the provisions of
Section 7.3 above, the Company shall pay or cause to be paid and shall be solely
responsible for any and all attorneys' fees and related expenses incurred by the
Executive as a result of the Company's failure to perform this Agreement or any
provision thereof or as a result of the Company or any person contesting the
validity or enforceability of this Agreement or any provision thereof.

  Interest at the rate of prime of The First National Bank of Boston (or its
     successor) plus 2 shall be payable monthly on all amounts due but not
                          paid under this Agreement.

         8. No Mitigation, etc. The Company agrees that, if the Executive's
            ------------------
employment by the Company is terminated after a Change in Control, the Executive
is not required to seek other employment or to attempt in any way to reduce any
amounts payable to the Executive by the Company pursuant to Section 6 or Section
7.4. Further, the amount of any payment or benefit provided for in Section 6
(other than the health or insurance benefits in Section 6.1(ii)) or Section 7.4
shall not be reduced by any compensation earned by the Executive as the result
of employment by another employer, by retirement benefits, by offset against any
amount claimed to be owed by the Executive to the Company, or otherwise.

         In the event that the Executive's employment is terminated by the
Company after a Change in Control without Cause or by the Executive for Good
Reason, the Executive shall not be required to refrain from competition with
Company or any subsidiary but shall not be entitled to use or disclose trade
secrets or confidential information of the Company or any subsidiary.

         9.   Successors; Binding Agreement.
              -----------------------------

         9.1. In addition to any obligations imposed by law upon any successor
to the Company, the Company will require any successor (whether direct or
indirect, by purchase, merger or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. Failure of the
Company to obtain such assumption and agreement prior to or promptly after the
effectiveness of any such succession, unless remedied within ten days after
written notice by the Executive to the Company, shall be a breach of this
Agreement and shall

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entitle the Executive to compensation from the Company in the same amount and on
the same terms as the Executive would be entitled to hereunder if the Executive
were to terminate the Executive's employment for Good Reason after a Change in
Control, except that, for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of
Termination. In any event this agreement shall be binding upon the Company and
any successors or assignees.

         9.2. This Agreement shall inure to the benefit of and be enforceable by
the Executive's guardian, personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Executive shall die while any amount would still be payable to the Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if the Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of the
Executive's estate.

         10. Notices. For the purpose of this Agreement, notices and all other
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communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered in hand or when delivered or
mailed by United States certified mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth below, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
actual receipt:

                  To the Company:

                  Brown & Sharpe Manufacturing Company
                  Precision Park
                  200 Frenchtown Road
                  North Kingstown, RI  02852

                  Attention:  Secretary

                  To the Executive:

                  Marcus Burton
                  32 Glen Brook Road, Priorslee
                  Telford Shropshire TF7 9QY
                  England

         11. Miscellaneous. No provision of this Agreement may be modified or
             -------------
waived unless such waiver or modification is agreed to in writing and signed by
the Executive and such officer as may be specifically designated by the Board.
No waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Delaware (other then its internal conflict of laws) and this
Agreement shall be an instrument under seal. All references to sections of the
Exchange Act or the Code shall be deemed also to refer to any successor
provisions to such sections.

         Any payments provided for hereunder shall be paid net of any applicable
withholding required under federal, state or local law and any additional
withholding to which the Executive has agreed. The obligations of the Company
and the Executive under Sections 6, 7, 8 and 14 shall survive the expiration of
the term of this Agreement.

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         The Company shall have no right of setoff against any payments required
to be made by the Company hereunder, and any claims by the Company against the
Executive may not be set off and must be made against the Executive in an
independent proceeding.

         Nothing herein shall adversely affect any of the Executive's rights
under the terms of any option, employee benefit plan or agreement, including
without limitation the Long-Term Deferred Cash Incentive Plan, the Supplemental
Executive Retirement Plan, the Senior Executive Supplemental Umbrella Pension
Plan, the Company's Salary and Retirement Plan for Management Employees and the
Employee Stock Ownership Plan and Trust, or any offer letter or employment
agreement, subject to the controlling provisions of Sections 5.3 and 6.

         Nothing in this Agreement shall detract from or limit the Executive's
right to participate in any stock option, bonus or other plan which may become
applicable to executives of the Company resulting from any merger of
consolidation of the Company or sale of all or substantially all of the assets
of the Company.

         12.  Validity. The invalidity or unenforceability of any provision of
              --------
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect. In
addition, if any provision of this Agreement is held invalid or unenforceable by
a court of competent jurisdiction, then such provision shall be deemed modified
to the extent necessary to enable such provision to be valid and enforceable.

         13.  Counterparts. This Agreement may be executed in several
              ------------
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         14.  Settlement of Disputes; Arbitration. All claims by the Executive
              -----------------------------------
for benefits under this Agreement shall be directed to the Board c/o the
Secretary of the Company and shall be in writing. Any denial by the Board of a
claim for benefits under this Agreement shall be delivered to the Executive in
writing and shall set forth the specific reasons for the denial and the specific
provisions of this Agreement relied upon. The Board then shall afford a
reasonable opportunity to the Executive for a review of the decision denying a
claim and shall further allow the Executive to appeal to the Board a decision of
the Board within sixty (60) days after notification by the Board that the
Executive's claim has been denied. Any further dispute or controversy arising
under or in connection with this Agreement shall be settled exclusively by
arbitration (except to the limited extent provided below) in Boston,
Massachusetts 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 Executive shall be
entitled to seek specific performance of the Executive's right to be paid until
the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement by a proceeding in such
arbitration or by a proceeding for such relief in the federal court in Boston or
the Massachusetts state court in Suffolk County. Each party irrevocably submits,
with respect to the matter specified in the proviso to the immediately preceding
sentence, to the jurisdiction of the United States District Court for the
Commonwealth of Massachusetts and to the jurisdiction of the Massachusetts state
court of Suffolk County for the purpose of any suit or other proceeding arising
out of or based upon this Agreement or the subject matter hereof and agrees that
any such proceeding shall be brought or maintained only in such courts and
waives, to the extent not prohibited by applicable law, and agrees not to assert
in any such proceeding, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that any such proceeding brought or
maintained in a court provided for above may not be properly brought or
maintained in such court, should be transferred to some other court or should be
stayed or dismissed by reason of the pendency of some other proceeding in some
other court, or that this Agreement or the subject matter hereof may not be
enforced in or by such court.

         15.  Definitions.  For purposes of this Agreement, the following terms
              -----------
shall have the meanings indicated below:

         (A) "Board" shall have the meaning given it in the first "WHEREAS"
clause of this Agreement.

                                       8
<PAGE>

         (B) "Cause" for termination by the Company of the Executive's
         employment, after any Change in Control, shall mean:

              (i) intentional commission of theft, embezzlement, or other
              serious and substantial crimes against the Company, intentional
              wrongful engagement in competitive activity with respect to any
              business of the Company or its subsidiaries, or intentional
              wrongful commission of material acts in clear and direct
              contravention of instructions from the Board (or from the Chief
              Executive Officer with respect to officers other than the Chief
              Executive Officer); provided, however, that the termination for
              Cause shall have been approved or ratified by the Board after
              notice to the Executive, or

              (ii) the willful engaging by the Executive in conduct which is
              demonstrably and materially injurious to the Company or its
              subsidiaries, monetarily or otherwise.

         For purposes of this definition, no act, or failure to act, on the
         Executive's part shall be deemed "willful" unless done, or omitted to
         be done, by the Executive not in good faith and without reasonable
         belief that the Executive's act, or failure to act, was in the best
         interest of the Company.

         (C) A "Change in Control" shall be deemed to have occurred if the
         conditions set forth in any one of the following paragraphs shall have
         been satisfied.

              (i) any "person" as such term is used in Sections 13(d) and 14(d)
              of the Exchange Act (other than (1) the Company; (2) any wholly-
              owned or otherwise controlled subsidiary of the Company; (3) any
              trustee or other fiduciary holding securities under an employee
              benefit plan of the Company or of any subsidiary of the Company;
              or (4) any company owned, directly or indirectly, by the
              shareholders of the Company in substantially the same proportions
              as their ownership of capital stock of the Company), is or becomes
              the "beneficial owner" (as defined in Section 13(d) of the
              Exchange Act), together with all Affiliates and Associates (as
              such terms are used in Rule 12b-2 of the General Rules and
              Regulations under the Exchange Act) of such person, directly or
              indirectly, of securities of the Company representing 30% or more
              of the combined voting power of the Company's then outstanding
              securities; or

              (ii) the shareholders of the Company approve a merger or
              consolidation of the Company with any other company, other than
              (1) a merger or consolidation which would result in the voting
              securities of the Company outstanding immediately prior thereto
              continuing to represent (either by remaining outstanding or by
              being converted into voting securities of the surviving entity),
              in combination with the ownership of any trustee or other
              fiduciary holding securities under an employee benefit plan of the
              Company or any subsidiary of the Company, at least 65% of the
              combined voting power of the voting securities of the Company or
              such surviving entity outstanding immediately after such merger or
              consolidation; or (2) a merger or consolidation effected to
              implement a recapitalization of the Company (or similar
              transaction) in which no "person" (with the exception given and
              the method of determining "beneficial ownership" used in clause
              (1) of this definition) acquires more than 30% of the combined
              voting power of the Company's then outstanding securities; or

              (iii) during any period of two consecutive years (not including
              any period prior to the execution of this Agreement), individuals
              who, at the beginning of such period, constitute the Board, and
              any new director (other than a director designated by a person who
              has entered into an agreement with the Company to effect a
              transaction described in clause (i), (ii), or (iv) of this
              definition) whose election by the Board or nomination for election
              by the Company's stockholders was approved by a vote of at least
              two-thirds (2/3) of the directors then still in office who either
              were at the beginning of the period or whose election or
              nomination for election was previously so approved cease for any
              reason to constitute at least a majority thereof; or

                                       9

<PAGE>

              (iv) the shareholders of the Company approve a plan of complete
              liquidation of the Company or an agreement for the sale or
              disposition by the Company of all or substantially all of the
              Company's assets; or

              (v) the Company enters into an agreement, the consummation of
              which would result in the occurrence of a Change in Control,
              provided, however, that if such agreement requires approval by the
              Company's shareholders of the agreement or transaction or the
              satisfaction of other conditions, a Change in Control shall not be
              deemed to have taken place unless and until such approval is
              secured and all conditions are satisfied (but upon any such
              approval and the satisfaction of such conditions and the
              consummation of the transaction, a Change in Control shall be
              deemed to have occurred on the date of execution of such
              agreement); or

              (vi) the Company or any person publicly announces an intention to
              take or to consider taking actions which, if consummated, would
              constitute a Change in Control, provided that a Change in Control
              will not be deemed to have taken place unless and until actions
              are taken that constitute a Change in Control (but upon the taking
              of any such actions a Change in Control shall be deemed to have
              occurred on the date of such announcement); or

              (vii) the Board adopts a resolution to the effect that, for
              purposes of this Agreement, a Change in Control will occur upon
              the taking of certain action provided that the Change in Control
              shall not be deemed to have taken place unless and until such
              action is taken (but upon the taking of such action, a Change in
              Control shall be deemed to have occurred on the date of such
              resolution of the Board).

         (D) "Code" shall mean the Internal Revenue Code of 1986, as amended
         from time to time.

         (E) "Company" shall mean Brown & Sharpe Manufacturing Company and any
         successor to its business and/or assets which assumes and agrees to
         perform this Agreement by operation of law, or otherwise (except in
         determining, under Section 15(C) hereof, whether or not any Change in
         Control of the Company has occurred in connection with such
         succession).

         (F) "Date of Termination" shall have the meaning stated in Section 7.2
         hereof.

         (G) "Disability" shall be deemed the reason for the termination by the
         Company of the Executive's employment if, as a result of the
         Executive's incapacity due to physical or mental illness, the Executive
         shall have been absent from the full-time performance of the
         Executive's duties with the Company for a period of six (6) consecutive
         months, the Company shall have given the Executive a Notice of
         Termination for Disability, and, within thirty (30) days after such
         Notice of Termination is given, the Executive shall not have returned
         to the full-time performance of the Executive's duties.

         (H) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

         (I) "Excise Tax" shall mean any excise tax imposed under section 4999
         of the Code or any successor section.

         (J) "Executive" shall mean the individual named in the first paragraph
         of this Agreement.

         (K) "Good Reason" for termination by the Executive of the Executive's
         employment shall mean the occurrence (without the Executive's express
         written consent), within not more than three years after the Change in
         Control, of any one of the following acts by the Company, or failures
         by the Company to act, unless, in the case of any act or failure to act
         described in paragraph (a), (d),

                                       10
<PAGE>

         (e), (f), (g), or (h), below, such act or failure to act is corrected
         prior to the Date of Termination specified in the Notice of Termination
         given in respect thereof:

                  (a)   the assignment to the Executive of any duties
                        inconsistent with the Executive's status as a senior
                        executive officer of the Company or an adverse
                        alteration in the nature or status of the Executive's
                        responsibilities, authority or reporting relationships
                        from those in effect immediately prior to the Change in
                        Control, as outlined on attached Exhibit A, including,
                        for the Chief Executive Officer, Chief Financial
                        Officer, Controller, Treasurer, Secretary and Corporate
                        Counsel and the Chief Information Officer, the change in
                        status from an officer of a "public company" to an
                        officer of a "private" company or a "public" company in
                        which another person owns more than 20% of the voting
                        power;

                  (b)   a reduction by the Company in the Executive's annual
                        base salary as in effect on the date hereof or as the
                        same may be increased from time to time;

                  (c)   the relocation of the Company's principal executive
                        office to a location more than twenty (20) miles from
                        the location of such office immediately prior to the
                        Change in Control or the Company's requiring the
                        Executive to be based anywhere other than the Company's
                        principal executive office, except for required travel
                        on the Company's business to an extent substantially
                        consistent with the Executive's present business travel
                        obligations prior to the Change in Control; provided
                        that if the Executive was not located prior to the
                        Change in Control at the principal executive office then
                        such office where the Executive was located shall be
                        substituted for the term "principal executive office";

                                       11
<PAGE>

                  (d)   the failure, not corrected within five (5) days after
                        written notice thereof to the Company, by the Company,
                        without the Executive's consent, to pay to the Executive
                        any portion of the Executive's current compensation, or
                        to pay to the Executive any portion of an installment of
                        deferred compensation under any deferred compensation
                        program of the Company, within seven (7) days of the
                        date such compensation is due;

                  (e)   the failure, not corrected within five (5) days after
                        written notice thereof to the Company, by the Company to
                        continue in effect any compensation plan (until its
                        stated expiration date) in which the Executive
                        participated immediately prior to the Change in Control
                        which is material to the Executive's total compensation,
                        including but not limited to the Company's Equity
                        Incentive Plan, the Profit Incentive Plan, the LTDCIP,
                        the Supplemental Executive Retirement Plan, the Senior
                        Executive Supplemental Umbrella Pension Plan, the SARP
                        and the ESOP (all of which plans are deemed material) or
                        any substitute plans adopted prior to the Change in
                        Control, but in each case only if such plan is one in
                        which the Executive participated immediately prior to
                        the Change in Control, unless a substantially equivalent
                        equitable arrangement, reasonably acceptable to the
                        Executive (embodied in an ongoing substitute or
                        alternative plan) has been made with respect to such
                        plan, or the failure by the Company to continue the
                        Executive's participation therein (or in such substitute
                        or alternative plan) on a basis not materially less
                        favorable than the basis on which benefits were provided
                        or made available to the Executive prior to the Change
                        in Control. For purposes of the preceding provision, it
                        is understood that the LTDCIP is a Company before tax
                        profit based plan and that effective continuity of this
                        plan or any substantial equivalent to it by definition
                        requires with regard to the determination of the benefit
                        (i) continuity of the existing organizations within the
                        Company immediately prior to the Change in Control
                        whereby these revenue and profit generating capability
                        of each part and in total is no less than it was
                        immediately prior to the Change in Control, (ii) the
                        accounting and consolidation methodologies are
                        equivalent and (iii) the participant award factors
                        remain unchanged, and (iv) change of bases used in
                        determining the annual participant award credit or
                        accrual within a fiscal year shall require use of the
                        new bases for the whole fiscal year. If any of the above
                        conditions (15(K)(e) (i), (ii), (iii) or (iv)) is not
                        satisfied, then the LTDCIP's continuity or equivalency
                        may only be achieved for purposes of this paragraph by
                        determining the annual participant award credit or
                        accrual based on the Company's planned Adjusted Pretax
                        Profit (as defined in the LTDCIP) for the applicable
                        period per the latest "BNS Five Year Plan - Base Case"
                        provided to the Company's investment banker prior to the
                        Change in Control (or if not available, the best
                        equivalent thereof).

                  (f)   the failure, not corrected within five (5) days after
                        written notice thereof to the Company, by the Company to
                        continue to provide the Executive with benefits
                        substantially similar to those enjoyed by the Executive
                        under any of the Company's pension, life insurance,
                        medial, health and accident, or disability plans in
                        which the Executive was participating at the time of the
                        Change in Control (other than changes required by law),
                        the taking of any action by the Company which would
                        directly or indirectly materially reduce any of such
                        benefits or deprive the Executive of any material fringe
                        benefit enjoyed by the Executive at the time of the
                        Change in Control, or the failure by the Company to
                        provide the Executive with the number of paid vacation
                        days to which the Executive is entitled in accordance
                        with the Company's normal vacation policy in effect
                        prior to the Change in Control;

                  (g)   any purported termination of the Executive's employment
                        which is not effected

                                       12
<PAGE>

                        pursuant to a Notice of Termination satisfying the
                        requirements of Section 7.1; and for purposes of this
                        Agreement, no such purported termination shall be
                        effective; or

                  (h)   any breach by the Company of any provision of this
                        Agreement, not corrected within 15 days after notice
                        by the Executive to the Company.

                  The Executive's right to terminate the Executive's employment
                  for Good Reason shall not be affected by the Executive's
                  incapacity due to physical or mental illness. The Executive's
                  continued performance shall not constitute consent to, or a
                  waiver of rights with respect to, any act or failure to act
                  constituting Good Reason hereunder.

         (L) "Notice of Termination" shall have the meaning stated in Section
         7.1 hereof.

         (M) "Person" shall have the meaning given in Section 3(a)(9) of the
         Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;
         however, a Person shall not include:

                  (i)      the Company,

                  (ii)     a trustee or other fiduciary holding securities under
                  an employee benefit plan of the Company, or

                  (iii) a corporation owned, directly or indirectly, by the
                  stockholders of the Company in substantially the same
                  proportions as their ownership of stock of the Company.

         (N) "Severance Payments" shall mean those payments and benefits
         described in Section 6.1 hereof.

         (O) "Terminate Without Cause" shall mean a termination by the Company,
         within not more than three years after the Change in Control, other
         than a termination upon death, disability or retirement at age 65 (or
         such later age as may be established by the Board of Directors or the
         Compensation and Nominating Committee) or for Cause (as defined above).

         (P) "Total Payments" shall mean those payments described in Section 6.2
         hereof.

         IN WITNESS WHEREOF, the undersigned parties have each executed or
caused this Agreement to be duly executed as of the date set forth above.

WITNESSED:                          BROWN & SHARPE MANUFACTURING COMPANY


________________________            By _________________________________________
                                          Frank T. Curtin
                                    ---------------------
                                          Chairman of the Board of Directors,
                                          President, and Chief Executive Officer


WITNESSED:

_________________________           ____________________________________________
                                          Marcus Burton
                                          Corporate Vice President & General
                                          Manager - Custom
                                          Metrology Division

                                       13
<PAGE>

                                                                       Exhibit A
                                                                       ---------

Position
--------

Corporate Vice President and General Manager - Custom Metrology Division

Reporting and Responsibility
----------------------------

Reports to the Group Vice President -Measuring Systems. Responsible for: the
worldwide strategic and operating management of the Division (Strategic Business
Unit) headquartered in Telford, England within the Brown and Sharpe Group; and
worldwide division profitability and asset management and all management
functions including Sales, Marketing, Finance, Personnel, Manufacturing,
Engineering, and Research and Development.

Corporate wide responsibility for the development and commercialization of
non-contact blade (airfoil) measurement machines utilizing technology developed
by Metroptic Technologies Ltd., a 50% JV sensor development company based in
Israel.

Director of Metroptic Technologies Ltd.; Managing Director of the Brown & Sharpe
Ltd. and Brown & Sharpe Group Ltd. U.K. legal entities.

Member of the President and CEO's executive Planning & Operating Committee.

Employed by Brown & Sharpe Limited, Telford, England.