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                                                                    EXHIBIT 10.3

November 19, 1998





Mr. William T. Hanley
P.O. Box 385
Fiskdale, MA 01518

Dear Mr. Hanley:

We propose that you perform consulting services for Galileo Corporation
("Galileo"), and we understand you are willing to perform such services for
Galileo, upon the terms and conditions set forth in this Agreement.

Therefore, it is hereby mutually agreed as follows:

You, William T. Hanley, will perform professional consulting services, as
Galileo may request, during the term of this Agreement. Your work will primarily
involve, but not be limited to, cooperation and assistance in the defense of any
legal claims, inquiries, investigations, etc. currently pending or subsequently
brought against the Company and also general corporate matters for Galileo.

         You will be available to perform such services at all reasonable times
during the term of this Agreement as may be requested by us. You will report to
the President of Galileo.

2.   As full compensation for your services hereunder, Galileo will pay you a 
fee of ten thousand dollars ($10,000) per month, which will be compensation for
any time worked up to a maximum of 50 hours per month. For any time worked in
excess of 50 hours per month, your compensation will be two hundred dollars
($200) per hour. Any time worked in excess of 50 hours per month must be
expressly authorized in writing by the President of the Company. Payments will
be made on a monthly basis at the end of each month.

3.   You will be reimbursed for all reasonable expenses for travel, meals, and
lodging that you incur with prior approval of the President of Galileo in
connection with your consultancy hereunder.

4.   You will at all times be an independent contractor and not an employee of
Galileo. Except as set forth in paragraph six, below, the manner in which you
render services to us will be within your sole control and discretion. During
the term of this Agreement you shall undertake no act, nor make any statement,
written or verbal, contrary to the interests of Galileo nor make any commitment,
financial or otherwise, on behalf of Galileo without the express prior written
authorization of the President of Galileo. You hereby represent that you will
perform the tasks envisioned under this Agreement in a professional, responsible
and timely fashion.

5.   Galileo has the right to accept or reject the recommendations made by you 
as the consultant. At all times, the design of any products which relate to this
Agreement shall remain under the control and responsibility of Galileo.


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6.   You will observe our rules and regulations with respect to conduct and the
health and safety and protection of persons and property while on our premises
or engaged in Galileo business. You will comply with all applicable governmental
laws, ordinances, rules and regulations applicable to your services hereunder or
the performance thereof.

7.   All patentable and unpatentable inventions, discoveries, and ideas which 
are made or conceived by you in the course of or as a result of the services
performed hereunder shall become Galileo's sole and exclusive property
throughout the world. Promptly upon conception of such invention, discovery, or
idea, you will disclose same to Galileo and Galileo shall have full power and
authority to file and prosecute patent applications throughout the world thereon
and to procure and maintain patents thereon. Where appropriate, any patent
application made upon any inventions developed, in whole or part, by you shall
list you as an inventor. You shall, at our request and expense, execute
documents and perform such acts as our counsel may deem necessary or advisable,
to confirm in us all right, title and interest throughout the world, in and to,
such invention, discovery, or idea, and all patent application, patents and
copyrights thereon, and to enable and assist us in procuring, maintaining,
enforcing and defending patents, petty patents, copyrights, and other applicable
statutory protection throughout the world on any such invention, discovery, or
idea which may be patentable or copyrightable.

8.   In connection with your work for us, you may be given confidential or
proprietary information of Galileo. All such information (whether or not
designated as confidential or proprietary) and know-how which you in any way
obtain from us and all inventions, discoveries and ideas which shall become our
property pursuant to paragraph seven hereof, shall be held secret and in
confidence by you and shall not be used or revealed by you to any third parties
unless, until and to the extent we shall consent thereto in writing, or until
such information, know-how, inventions, discoveries, and ideas are or shall
become generally available to the public.

9.   It is understood that you will not disclose to us any knowledge, 
information, inventions, discoveries and ideas which you possess under an
obligation of secrecy to a third party.

10.  You hereby represent to us that you do not have any express or implied
obligation to a third party which in any way conflicts with any of your
obligations under this Agreement.

11.  It is understood that we will have the royalty-free unrestricted right to
use and disclose to third parties, any and all unpatented information, know-how,
inventions, discoveries, and ideas disclosed to us by you in the course of your
services hereunder.


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12.  All written information, drawings, documents and materials prepared by you 
in the course of your services hereunder shall be our sole and exclusive
property, and will be delivered to us by you promptly after expiration or
termination of this Agreement, together with all written information, drawings
documents and materials, if any, furnished by us to you in connection with your
services hereunder and not consumed by you in the performance of such services.

13.  During the term of this Agreement, you agree not to perform, for any
competitor or potential competitor of Galileo, any services which are in the
field of this Agreement without first advising us in writing of the nature of
the services contemplated and the party for whom they are to be performed, and
receiving from Galileo the express written consent of Galileo to perform such
services. The determination of who is a competitor or potential competitor shall
be made solely by Galileo in its reasonable discretion. Breach of this section
shall be deemed cause for Galileo to terminate this Agreement without prejudice
to any other rights and remedies available to Galileo at law or in equity.

14.  The term of this Agreement shall commence on November 19, 1998 and shall 
terminate on November 18, 1999, unless sooner terminated upon mutual agreement
or upon your death or disability.

15.  The provisions of paragraphs 7, 8, 11, 12,  and 17 shall survive and 
continue after expiration or termination of this Agreement.

16.  Any assignment by you of this Agreement or of any of the rights or
obligations hereunder, without our written consent, shall be void. No
modification of this Agreement or waiver of any of the terms or conditions
contained hereunder shall be binding unless in writing and signed by both
parties.

17.  The terms of this Agreement shall be governed in all respects by the laws 
of the Commonwealth of Massachusetts, without regard to conflict of interest
principles.

18.  This Agreement reflects the understandings of both parties and is the 
entire agreement between the parties. All other prior agreements and obligations
are abrogated and withdrawn.


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If you agree to the foregoing, please indicate your acceptance of this Agreement
by signing the enclosed duplicate copy of this Agreement and returning same to
us not later than November 23, 1998.

Very truly yours,

GALILEO CORPORATION



   By: /s/ W. Kip Speyer                 
       -------------------------
Title: PRESIDENT                              
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Agreed to and accepted this
       day of  November 1998
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/s/ William T. Hanley     
---------------------
William T. Hanley


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