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                                                                    EXHIBIT 10.4

                            INDEMNIFICATION AGREEMENT

         This Agreement dated as of December 17, 1998 is between Galileo
Corporation, a Delaware corporation (the "Company") and Stephen Todd ("Todd").
In order to induce Todd to continue as interim chief financial officer of the
Company, as an independent contractor through Argus Management Corp., the
Company hereby agrees as follows:

     1.   INDEMNIFICATION.

                  (a) In the event that Todd was or is a party to or witness or
                  other participant in, or is threatened to be made a party to
                  or witness or other participant in, any threatened or pending
                  action, suit or proceeding, or in any inquiry or
                  investigation, whether civil, criminal, administrative,
                  investigative or other, by reason of his service as interim
                  chief financial officer of the Company ("Claim"), the Company
                  shall indemnify Todd to the fullest extent permitted by law
                  against all judgments, fines, penalties, amounts paid in
                  settlement and reasonable expenses, including attorneys' fees
                  and all other costs incurred in connection with such Claim.
                  Notwithstanding anything in the Agreement to the contrary,
                  Todd shall not be entitled to indemnification pursuant to this
                  Agreement in connection with any Claim initiated by Todd
                  against the Company or any director or officer of the Company,
                  unless the Company has consented to the initiation of such
                  Claim.

                  (b) Todd shall promptly (but in no event later than 30 days)
                  after receiving notice of any Claim for which indemnification
                  may be sought hereunder give written notice thereof in
                  reasonable detail to the Company. The Company may elect to
                  defend or compromise, at its own expense, any Claim by its own
                  counsel who shall be reasonably satisfactory to Todd. Todd
                  shall not compromise or settle any Claim without the prior
                  written consent of the Company, which shall not be
                  unreasonably withheld. Todd may participate at his own expense
                  in the defense of any Claim as to which the Company is
                  controlling the defense or settlement. Todd shall cooperate
                  with and assist the Company in all reasonable respects in the
                  defense or settlement of any Claim.

     2.   COMPENSATION. The Company shall compensate Todd for any time spent by 
him that is reasonably necessary or is requested by the Company in connection
with any Claim, including interviews, testimony and preparation, at the rate of
$100 per hour; provided, however, that such compensation will be reduced by any
amounts payable by the Company to Argus Management Corp. for such time spent by
Todd. Todd will render monthly bills in reasonable detail for such compensation,
payable within thirty days.

     3.   EFFECT OF INSURANCE AND TAX BENEFITS.  Any amount payable to Todd by 
the Company hereunder shall be reduced by the proceeds of any insurance
recovered by Todd and any tax benefits received by him.

     4.   LIABILITY INSURANCE. To the extent that the Company maintains 
insurance providing directors' and officers' liability insurance, the Company
will cause Todd to be covered by such 


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insurance, in accordance with its terms, if such coverage is obtainable without
additional premium or cost.

     5.  BINDING EFFECT, ETC. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, assigns,
heirs and legal representatives. This Agreement shall continue in effect
regardless of whether Todd continues to serve as interim chief financial officer
of the Company. Nothing in this Agreement shall be deemed an agreement by the
Company to continue Todd's services in any capacity for any period, and the
Company may terminate Todd's services at any time without cause.

     6.  This Agreement shall be governed by the laws of Delaware.

     Executed as one instrument under seal as of the date stated above.

                                                     GALILEO CORPORATION



                                                     By: /s/ Josef W. Rokus     
                                                         -----------------------
                                                         Vice President



                                                         /s/ Stephen P. Todd
                                                         -----------------------
                                                         Stephen P. Todd


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