EXHIBIT 10.1


                            ASSET PURCHASE AGREEMENT

      This Asset  Purchase  Agreement  is made as of the first day of  February,
1999 (the "Closing Date") by and between Thermo Vision  Corporation,  a Delaware
corporation ("Thermo Vision") and Thermo Vision Opticon Corporation,  a Delaware
corporation  ("NewCo")  ("Buyer"),  Opticon Corp., a  Massachusetts  corporation
("Seller"),  and Harold Weissman ("Stockholder").  Thermo and NewCo are referred
to together as "Buyers".

                                    RECITALS

      NewCo is a newly-formed Delaware corporation 100% owned by Thermo Vision.

      Seller is engaged in the business of designing,  manufacturing,  marketing
and distributing  replicated  optical  components in a facility located in North
Billerica, Massachusetts.

      Buyers desire to purchase,  and Seller desires to sell,  substantially all
of its assets,  subject to the  assumption by Buyers of certain  liabilities  of
Seller.

      Stockholder is the sole stockholder of Seller.

      NOW THEREFORE,  in consideration of the premises and the mutual covenants,
agreements and provisions herein contained, the parties hereto agree as follows:

1.   DEFINITIONS

      For  purposes of this  Agreement,  the  following  terms have the meanings
specified or referred to in this Section 1:

      "Accounts Receivable" -- as defined in Section 3.8.

      "Adjusted Net Tangible Assets" -- Net Tangible Assets as shown on the
Closing Balance Sheet.

      "Agent" -- as defined in Section 2.10.

      "Applicable Contract"-- any Contract (whether written or oral and
      whether express or implied): (a) under which Seller has any rights, (b)
      under which Seller has  any obligation or liability, or (c) by which
      the Seller or any of the Assets are bound.
      "Assets" -- as defined in Section 2.1.

      "Assumed Liabilities" -- as defined in Section 2.4.

      "Balance Sheet Date" -- as defined in Section 2.4.

                                      

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      "Breach"  --  a  "Breach"  of  a   representation,   warranty,   covenant,
obligation,  or other  provision of this Agreement or any  instrument  delivered
pursuant to this  Agreement  will be deemed to have  occurred if there is or has
been (a) any  inaccuracy  in or breach  of, or any  failure to perform or comply
with, such representation,  warranty, covenant,  obligation, or other provision,
or (b) any claim (by any Person) or other occurrence or circumstance  that is or
was inconsistent with such representation,  warranty,  covenant,  obligation, or
other  provision,  and the term  "Breach"  means  any such  inaccuracy,  breach,
failure, claim, occurrence, or circumstance.

      "Buyers" -- as defined in the first paragraph of this Agreement.

      "Buyer Indemnified Persons"  -- as defined in Section 5.2.

      "Closing" -- as defined in Section 2.7.

      "Closing Balance Sheet" -- as defined in Section 2.5(b).

      "Closing Date" -- as defined in the first paragraph of this Agreement.

      "Code" -- the Internal Revenue Code of 1986, as amended,  or any successor
law, and regulations  issued by the IRS pursuant to the Internal Revenue Code or
any successor law.

      "Competitive Business" -- as defined in Section 6.17.

      "Consent"  --  any  approval,  consent,  ratification,  waiver,  or  other
authorization (including any Governmental Authorization).

      "Contemplated Transactions" -- all of the transactions contemplated by
this Agreement, including:

            (a)  the sale of the Assets by Seller to Buyers;

            (b) the assumption of the Assumed Liabilities by Buyers;

            (c)  the  execution  and  delivery  and  performance  of the  Escrow
Agreement,  the Employment Agreement,  the Bill of Sale and Assignment,  and the
Assumption Agreement;
            (d) the  performance  by  Buyers  and  Seller  of  their  respective
covenants and obligations under this Agreement; and

            (e) Buyers's acquisition and ownership of the Assets and exercise of
control over the Assets following the Closing.

      "Contract"--any agreement, contract,  obligation,  promise, or undertaking
(whether  written  or oral and  whether  express  or  implied)  that is  legally
binding.

      "Damages" -- as defined in Section 5.2.

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      "Disclosure  Schedule" -- the Disclosure  Schedule  delivered by Seller to
Buyers concurrently with the execution and delivery of this Agreement,  attached
hereto as Exhibit A and incorporated into this Agreement as a part hereof.

      "Draft Closing Balance Sheet" -- as defined in Section 2.5(a).

      "Encumbrance" -- any charge, claim, condition,  equitable interest,  lien,
mortgage,  option,  pledge,  security  interest,  right  of  first  refusal,  or
restriction  of any kind,  including any  restriction  on use or exercise of any
attribute of ownership.

      "Environment" -- soil, land, surface or subsurface strata,  surface waters
(including  navigable  waters and ocean  waters),  groundwater,  drinking  water
supply,  stream sediments,  ambient air (including indoor air), plant and animal
life, and any other environmental medium or natural resource.

      "Environmental,  Health  and  Safety  Liabilities"  -- any cost,  damages,
expense,  liability,  obligation,  or other responsibility arising from or under
Environmental  Law,  Occupational  Safety  and Health  Law, a Contract  or other
obligation relating to:

            (a) any  environmental,  health,  or safety  matters  or  conditions
(including on-site or off-site  contamination,  occupational  safety and health,
and regulation of chemical or radioactive substances or products);

            (b)  fines,  penalties,  judgments,  awards,  settlements,  legal or
administrative  proceedings,  damages,  losses,  claims,  demands and  response,
remedial,  or inspection costs and expenses arising under  Environmental  Law or
Occupational Safety and Health Law;

            (c) financial responsibility under Environmental Law or Occupational
Safety and Health Law for cleanup  costs or  corrective  action,  including  any
cleanup,  removal,   containment,  or  other  remediation  or  response  actions
("Cleanup") required by applicable  Environmental Law or Occupational Safety and
Health Law  (whether or not such  Cleanup has been  required or requested by any
Governmental Body or any other Person) and for any natural resource damages; or

            (d) any other compliance,  corrective, or remedial measures required
under Environmental Law or Occupational Safety and Health Law.

The terms "removal," "remedial," and "response action" include the types of
remedial activities covered by the United States Comprehensive Environmental
Response, Compensation, and Liability Act, 42 U.S.C. Sec. 9601 et seq., as
amended ("CERCLA").

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      "Environmental Law" -- any Legal Requirement designed:

            (a) to advise appropriate authorities,  employees, and the public of
intended or actual  releases of pollutants  or hazardous or toxic  substances or
materials,  violations or discharge  limits,  or other  prohibitions  and of the
commencement of activities,  such as resource  extraction or construction,  that
could have an adverse impact on the Environment;

            (b) to permit or license,  or to prevent or acceptably  minimize the
release of  pollutants or hazardous or toxic  substances  or materials  into the
Environment;

            (c) to reduce the quantities,  prevent the release, and minimize the
hazardous characteristics of wastes that are generated;

            (d) to assure that products are designed,  formulated,  packaged, or
used so that  they do not  present  unreasonable  risks to human  health  or the
Environment when used or disposed of;

            (e)  to protect resources, species, or ecological amenities;

            (f) to acceptably  minimize the risks inherent in  transportation of
hazardous or toxic substances,  pollutants, oil, petroleum, or other potentially
harmful substances;

            (g) to clean up  pollutants  that have been  released,  prevent  the
threat of release, or pay the costs of such cleanup,  remediation or prevention;
or

            (h) to make responsible  parties pay private  parties,  or groups of
them, for damages done to their health or Environment.

      "ERISA" -- the  Employee  Retirement  Income  Security  Act of 1974 or any
successor  law, and  regulations  and rules  issued  pursuant to that Act or any
successor law.
      "Escrow Amount" -- as defined in Section 2.10.

      "Exchange  Act" -- the  Securities  Exchange Act of 1934 or any  successor
law, and regulations and rules issued pursuant to that Act or any successor law.

      "Excluded Assets" -- as defined in Section 2.2.

      "Excluded Liabilities" -- all liabilities of Seller other than the
Assumed Liabilities.

      "Facilities" -- any leaseholds,  or other interests  currently or formerly
leased or  operated  by Seller  in the  conduct  of  Seller's  business  and any
buildings,  plants, structures, or equipment currently or formerly owned, leased
or operated by Seller in the conduct of Seller's business.

      "Financial Statements" -- as defined in Section 3.4.

      "GAAP" -- generally accepted United States accounting principles,  applied
on a basis  consistent  with the basis on which the 1997  Balance  Sheet and the
other financial  statements  referred to in Section 3.4 were prepared (except as
to inventory which was not valued in accordance with GAAP).

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      "Governmental  Authorization" -- any approval,  consent,  license, permit,
waiver, exemption or variance, or other authorization issued, granted, given, or
otherwise made available by or under the authority of any  Governmental  Body or
pursuant to any Legal Requirement.

      "Governmental  Body" -- any body exercising,  or entitled or purporting to
exercise,   any   administrative,   executive,   judicial   (including   court),
legislative, police, regulatory, or taxing authority or power of any nature over
Seller, including any:

            (a) federal, state, local,  municipal,  foreign, or other government
and any agency, branch or department thereof;

            (b)  court or other tribunal; or

            (c) multi-national organization or body.

      "Hazardous Activity" -- the distribution, generation, handling, importing,
management, manufacturing, processing, production, refinement, Release, storage,
transfer,  transportation,  treatment, or use (including any withdrawal or other
use of  groundwater)  of Hazardous  Materials in, on, under,  about, or from the
Facilities  or any  part  thereof  into  the  Environment,  and any  other  act,
business, operation, or thing that unreasonably increases the danger, or risk of
danger,  or poses an unreasonable  risk of harm to persons or property on or off
the Facilities, or that may affect the value of the Facilities or the Assets.

      "Hazardous Materials" -- any substance that is now listed,  designated, or
classified as, or otherwise  determined by a Governmental Body to be, hazardous,
radioactive,  or toxic or a pollutant or a contaminant  under or pursuant to any
Environmental Law, including any admixture or solution thereof, and specifically
including  petroleum  and  all  derivatives  thereof  or  synthetic  substitutes
therefor and urea formaldehyde,  polychlorinated biphenyls, asbestos or asbestos
containing materials.

      "Indemnified Person"  -- a Buyer Indemnified Person or a Seller
Indemnified Person.

      "Intangibles"  -- as defined in Section 3.19.

      "Inventories" -- as defined in Section 3.27.

      "IRS" -- the United  States  Internal  Revenue  Service  or any  successor
agency,  and,  to the extent  relevant,  the  United  States  Department  of the
Treasury.

      "June Balance Sheet" -- as defined in Section 3.4.

      "June Income Statements" -- as defined in Section 3.4.

      "Knowledge"  -- an  individual  will be  deemed to have  "Knowledge"  of a
particular fact or other matter if:

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            (a)  such individual is actually aware of such fact or other
matter; or

            (b) a prudent  individual could be expected to discover or otherwise
become aware of such fact or other matter.

A Person  (other than an  individual)  will be deemed to have  "Knowledge"  of a
particular  fact or other matter if any individual who is serving as a director,
officer  or  senior  management  employee  of  such  Person  (or in any  similar
capacity) has Knowledge of such fact or other matter.

      "Legal  Requirement" -- any federal,  state,  local,  municipal,  foreign,
international,  multinational,  or other, constitution,  law, ordinance,  Order,
principle of common law, regulation, requirement, statute or treaty.

      "Material Adverse Effect" -- any loss to Seller in excess of $10,000.

      "Net Asset Benchmark" -- as defined in Section 2.5(e).

      "Net Tangible Assets" --as defined in Section 2.5(a).

      "Neutral Auditors" -- as defined in Section 2.5(b).

      "NewCo" --as defined in the first paragraph of this Agreement.

      "Occupational  Safety and Health Law" -- any Legal Requirement designed to
provide safe and healthful working conditions and to reduce  occupational safety
and health hazards designed to provide safe and healthful working conditions.

      "Order" -- any  award,  decision,  injunction,  judgment,  order,  ruling,
subpoena,  or  verdict  entered,   issued,  made,  or  rendered  by  any  court,
administrative agency, or other Governmental Body or by any arbitrator.

      "Ordinary  Course  of  Business"  -- an action  taken by a Person  will be
deemed to have been taken in the "Ordinary Course of Business" only if:

            (a) such action is consistent with the past practices of such Person
and is taken in the ordinary course of the normal day-to-day  operations of such
Person;

            (b) such  action is not  required to be  authorized  by the board of
directors  of such  Person  (or by any  Person  or group of  Persons  exercising
similar authority),  is not required to be specifically authorized by the parent
company (if any) of such  Person,  and does not  require  any other  separate or
special authorization of any nature; and

            (c) such  action is  similar  in nature  and  magnitude  to  actions
customarily  taken,  without  any  separate  or  special  authorization,  in the
ordinary course of the normal day-to-day operations of other Persons that are in
the same line of business as such Person.

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      "Organizational   Documents"  --  (a)  the  articles  or   certificate  of
incorporation and the bylaws of a corporation; (b) the partnership agreement and
any statement of partnership of a general  partnership;  (c) the  certificate of
organization and management  agreement of a limited liability company or limited
liability partnership; (d) the limited partnership agreement and the certificate
of limited  partnership  of a limited  partnership;  (e) any  charter or similar
document  adopted  or  filed in  connection  with the  creation,  formation,  or
organization of a Person; and (e) any amendment to any of the foregoing.

      "Person"  --  any  individual,   corporation   (including  any  non-profit
corporation), general or limited partnership, limited liability company, limited
liability partnership, joint venture, estate, trust, association,  organization,
or other entity or Governmental Body.

      "Plans" -- as defined in Section 3.11.

      "Premises" - as defined in Section 2.8 (f).

      "Proceeding" -- any action,  arbitration,  audit, hearing,  investigation,
litigation, or suit (whether civil, criminal, administrative,  investigative, or
informal)  commenced,  brought,  conducted,  or heard by or before, or otherwise
involving, any Governmental Body or arbitrator.

      "Purchase Price" -- as defined in Section 2.3.

      "Related Person" -- any of the following with respect to a specified
Person:

            (a) a Person that  directly or indirectly  controls,  is directly or
indirectly controlled by, or is directly or indirectly under common control with
such specified Person;

            (b) a  Person  that  holds a  Material  Interest  in such  specified
Person;

            (c) each  Person  that  serves  as a  director,  executive  officer,
partner,  executor,  or  trustee  of  such  specified  Person  (or in a  similar
capacity);

            (d) a  Person  in  which  such  specified  Person  holds a  Material
Interest; and

            (e) a Person with respect to which such specified Person serves as a
general partner or a trustee (or in a similar capacity).

For purposes of this  definition,  "Material  Interest" means direct or indirect
beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting
securities  or  other  voting  interests   representing  at  least  10%  of  the
outstanding  voting  power of a Person  or  equity  securities  or other  equity
interests  representing  at least 10% of the  outstanding  equity  securities or
equity interests in a Person.

      "Release" -- any spilling,  leaking,  emitting,  discharging,  depositing,
escaping,  leaching, dumping, or other releasing into the Environment (including
the   abandonment  or  discarding  of  barrels,   containers,   tanks  or  other
receptacles).

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      "Restricted Employee" -- as defined in Section 6.16.

      "Securities  Act" -- the  Securities Act of 1933 or any successor law, and
regulations and rules issued pursuant to that Act or any successor law.

      "Seller" -- as defined in the first paragraph of this Agreement.

      "Seller Indemnified Persons"  -- as defined in Section 5.3.

      "Subsidiary"  -- any Person in which a  corporation  or other  Person (the
"Owner") has, directly or indirectly,  a majority interest.  A majority interest
in a Person  includes the power of the Owner to elect a majority of the Board of
Directors  or the power  otherwise  to direct the  business and policies of that
Person.

      "Tax" -- any tax (including without limitation any income,  capital gains,
gross  receipts,  license,  payroll,   employment,   excise,  severance,  stamp,
occupation,  premium, windfall profits,  environmental,  customs duties, capital
stock,   franchise,   profits,   withholding,   social  security  (or  similar),
unemployment,   disability,   real  property,  personal  property,  sales,  use,
transfer,  registration,  value added, alternative or add-on minimum, estimated,
or other tax or other fiscal charges of any kind whatsoever, including any fine,
interest,  penalty,  or addition  thereto,  whether  disputed or not),  imposed,
assessed,  or collected by or under the  authority of any  Governmental  Body or
payable pursuant to any tax-sharing  agreement or any other Applicable  Contract
relating to the sharing or payment of any such tax.

      "Tax  Return" -- any return,  declaration,  report,  claim for refund,  or
information return or statement relating to Taxes,  including without limitation
any schedule or attachment thereto, and any amendment thereof.

      "Thermo Vision" --as defined in the first paragraph of this Agreement.

      "Threat of  Release" -- a  substantial  likelihood  of a Release  that may
require action in order to prevent or mitigate  damage to the  Environment  that
may result from such Release.

      "Threatened" -- a claim, Proceeding, dispute, action, or other matter will
be deemed to have been  "Threatened" if any demand or statement has been made or
any  written  notice has been given,  or if any other event has  occurred or any
other  circumstances  exist,  that would lead a prudent  Person to conclude that
such a claim,  Proceeding,  dispute,  action  or other  matter  is  likely to be
asserted, commenced, taken, or otherwise pursued in the future.

      "Trade Secrets"  -- as defined in Section 3.19.

      "1997 Balance Sheet" -- as defined in Section 3.4.

      "1997 Income Statements" -- as defined in Section 3.4.

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2.    SALE AND TRANSFER OF ASSETS; CLOSING

      2.1 Sale of Assets.  At the Closing,  Buyers shall  purchase,  acquire and
accept, and Seller shall assign,  transfer,  convey and deliver, all of Seller's
right,  title and interest in and, the following  assets,  properties and rights
(contractual or otherwise) of Seller (collectively, the "Assets") free and clear
of any Encumbrances except as set forth in the Disclosure Schedule.

            (a) Inventories. All inventories of raw materials,  work-in-process,
finished  products  and resale  merchandise,  scrap  inventory,  and  expendable
manufacturing supplies as set forth or summarized in the Disclosure Schedule and
reflected  in the June  Balance  Sheet with  changes  resulting  in the Ordinary
Course of Business from the date of the June Balance Sheet to the Closing Date.

            (b) Machinery and Equipment. All machinery and equipment used in the
research and development,  manufacture, production, assembly, testing, handling,
distribution,  demonstration  and sale of Seller's  products,  together with the
spare-parts   inventories  and  all   manufacturing   or  production  tools  and
maintenance supplies pertaining thereto.

            (c)  Intellectual  Property  Rights  and  Trademarks.  All  patents,
trademarks,  service marks,  copyrights,  trade names and applications  therefor
which have been or are being used by Seller,  including without limitation,  the
name "Opticon."

            (d)  Technical   Information   and   Intangibles.   All  inventions,
discoveries (whether patentable or unpatentable),  processes, designs, know-how,
trade secrets,  proprietary data, software programs and intellectual property of
all kinds, including drawings, plans, specifications,  processes, patents, dies,
designs,  blue prints,  records,  data, product development records,  production
outlines,  diskettes, source code, object code, flow charts, information,  media
or knowledge and procedures, and customer and supplier lists.

            (e)  Contracts.   All  Applicable  Contracts,   including,   without
limitation,   all  real  and  personal   property   leases,   licenses,   sales,
distribution,  and supply contracts,  purchase contracts,  sales orders, and any
prepaid items, warranties and all causes of action and claims related thereto.

            (f)  Books  and   Records.   All  books,   records   and   accounts,
correspondence,  production  records,  technical,  manufacturing  and procedural
manuals,  and customer lists;  and any confidential  information  which has been
reduced to writing  relating to or arising  out of the  Seller's  business,  all
whether in hard copy or computerized form.

            (g)  Permits  and  Approvals.   To  the  extent  transferable,   all
Governmental Authorizations.

            (h) Claims. All claims,  deposits,  prepayments,  refunds,  security
interests,  causes of action,  choses in action,  rights of recovery,  rights of
setoff, rights of recoupment, rights under warranties and other similar assets.

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            (i) Furniture and Fixtures.  All office furniture,  office equipment
and supplies and computer hardware.

            (j)  Accounts  Receivable.  All trade and other  accounts  and notes
receivable and any rights of recovery or set off of every type and character.

            (k)  Miscellaneous  Supplies.  All  catalogs,   brochures,   product
literature,  product-related application notes, manuals, technical papers, other
printed  materials,  shipping and packaging  materials  and labels,  cartons and
shipping   containers,   palettes,   shipping  equipment,   graphics,   artwork,
photographic  film,  slides,   negatives,   color  separations,   printer's  and
photographer's  plates  and  so-called  "camera-ready  materials"  and sales and
advertising materials.

            (l) Copies.  To the extent not  previously  provided,  copies of all
accounting records of Seller's business operations; employment records; studies,
reports and  summaries  relating  directly to any  environmental  conditions  or
consequences  of any  operation  of Seller's  business,  as well as all studies,
reports and  summaries  relating  directly to the general  condition of Seller's
business.

      2.2 Excluded Assets.  Notwithstanding anything to the contrary herein, the
Assets  ---shall not include (a) cash,  bank  accounts,  money market  accounts,
certificates of deposit,  treasury bills, bonds,  notes,  securities and similar
short term  investments  with  maturity  dates within 90 days of issuance or (b)
receivables  from  Stockholder,  employees of Seller or other  individuals  (the
"Excluded Assets").

      2.3 Purchase  Price for the Assets.  Subject to Section 2.5, the aggregate
purchase price for the Assets shall be $2,000,000 (the "Purchase Price").

      2.4  Assumption  of  Liabilities.  At the Closing and  effective as of the
Effective  Date,  Buyers shall assume only the following  liabilities  of Seller
(the  "Assumed  Liabilities"):  (i)  liabilities  reflected  on the June Balance
Sheet, except for any liabilities  discharged since the date of the June Balance
Sheet (the "Balance  Sheet Date"),  (ii)  liabilities  incurred by Seller in the
Ordinary  Course of Business since the Balance Sheet Date for which  performance
is due after the Closing Date (except those liabilities,  if any, that arise out
of Seller's  breach of  contract,  breach of  warranty,  tort,  infringement  or
violation  of  any  Legal  Requirement  or out of  any  Proceeding),  and  (iii)
liabilities and  obligations  under any Applicable  Contract  assigned to Buyers
pursuant hereto except to the extent such obligations and liabilities  arise out
of Seller's default under or breach of any such Contract. In furtherance of, but
without limiting,  the foregoing,  the Assumed  Liabilities will not include any
liabilities  or  obligations  of Seller  (a) for any  Environmental,  Health and
Safety  Liabilities  resulting  from the  ownership,  operation  or condition of
Seller,  its Assets and the  Facilities,  or for any  liabilities or obligations
resulting  from any Hazardous  Activity in either case  conducted on or prior to
the  Closing  Date,  (b) for any Taxes  resulting  from the  conduct of Seller's
business on or prior to the Closing Date,  (c) for any  litigation or Proceeding
relating to Seller's  business or the Assets  resulting from events occurring on
or prior to the Closing Date, (d) for any product  liability  claims relating to
Seller's  products  sold on or prior to the Closing  Date,  (e) to  employees of
Seller,  including  all  retired  and  former  employees  arising  out of  their


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employment by Seller,  (f) under any Plan maintained at any time by Seller or to
which Seller  contributes,  or relating to any  termination of the rights of any
employee  under any such Plan,  (g) for any vacation  time in excess of 80 hours
accrued by any  individual  employee of Seller with  respect to the period on or
before the Closing  Date,  or (h) for any vacation time equal to or less than 80
hours accrued by any individual employee of Seller with respect to the period on
or before the Closing Date that is not accrued on the Closing Balance Sheet.

      2.5 Post-Closing Adjustments.  The Purchase Price set forth in Section 2.2
shall be subject to adjustment after the Closing Date as follows:

            (a) Within 45 days  after the  Closing  Date,  Thermo  Vision  shall
prepare and deliver to Seller a balance sheet  reflecting  Seller's Net Tangible
Assets as of the  Closing  Date (a "Draft  Closing  Balance  Sheet")  at Buyers'
expense.  Thermo  Vision  shall  prepare  the  Draft  Closing  Balance  Sheet in
accordance with GAAP [except  inventories which shall be reflected in accordance
with Seller's past accounting  practices.] For purposes of this Agreement,  "Net
Tangible  Assets" shall mean the Assets other than cash,  intellectual  property
and goodwill minus Assumed Liabilities.

             (b)  Seller  shall  deliver to Thermo  Vision  within 30 days after
receiving the Draft Closing  Balance Sheet a detailed  statement  describing its
objections (if any) thereto. Failure of Seller so to object to the Draft Closing
Balance Sheet shall constitute acceptance thereof,  whereupon such Draft Closing
Balance Sheet shall be deemed to be the "Closing  Balance  Sheet." Thermo Vision
and Seller shall use reasonable  efforts to resolve any such objections,  but if
they do not reach a final  resolution  within 30 days  after  Thermo  Vision has
received the  statement of  objections,  Thermo Vision and Seller shall select a
nationally  recognized  accounting firm mutually  acceptable to them which shall
not be the regular accounting firm of Buyers or Seller (the "Neutral  Auditors")
to resolve any remaining  objections.  If Thermo Vision and Seller are unable to
agree on the choice of Neutral Auditors, they shall select as Neutral Auditors a
nationally  recognized  accounting firm by lot (after excluding their respective
regular  independent  accounting  firms).  The Neutral Auditors shall determine,
within 30 days after their appointment,  whether the objections raised by Seller
are valid.  The Draft Closing Balance Sheet that is the subject of objections by
Seller shall be adjusted in accordance with the Neutral Auditors'  determination
and, as so adjusted,  shall be the Closing Balance Sheet. Such  determination by
the Neutral  Auditors  shall be  conclusive  and binding upon Buyers and Seller.
Buyers, on the one hand, and Seller, on the other,  shall share equally the fees
and expenses of the Neutral Auditors.

            (c) If  Adjusted  Net  Tangible  Assets  are less than the Net Asset
Benchmark, Seller shall pay to Buyers, by wire transfer in immediately available
funds,  within ten  business  days after the date on which the  Closing  Balance
Sheet is finally  determined  pursuant to this  Section  2.5, an amount equal to
such deficiency.

                                       11
<PAGE>

            (d) If  Adjusted  Net  Tangible  Assets  are more than the Net Asset
Benchmark,  Buyers shall pay Seller,  by wire transfer in immediately  available
funds,  within ten  business  days after the date on which the  Closing  Balance
Sheet is finally  determined  pursuant to this  Section  2.5, an amount equal to
such excess.

            (e) As  used  in this  Section  2.5,  "Net  Asset  Benchmark"  means
$621,000.

      2.6  Allocation  of  Purchase  Price.  Seller  and  Buyers  agree that the
Purchase Price shall be provisionally  allocated among the Assets as provided on
Exhibit B attached  hereto.  The final  allocation  of the Purchase  Price shall
differ  from the  provisional  allocation  only to reflect the book value of the
Adjusted Net Tangible Assets as shown on the Closing  Balance Sheet.  Buyers and
Seller  each shall  report the  federal,  state,  provincial,  foreign and local
income and other tax  consequences of the transaction  contemplated  hereby in a
manner consistent with such allocation.

      2.7 The  Closing.  The closing of the  transactions  contemplated  by this
Agreement  (the  "Closing") is occurring by the exchange of facsimile  signature
pages on the date  set  forth in the  first  paragraph  of this  Agreement  (the
"Closing  Date") to be  followed  by the  exchange  of fully  executed  original
documents,  the wire transfer of the Purchase  Price (less the Escrow Amount) to
the account  designated  by Seller and the wire transfer of the Escrow Amount to
the Agent.

      2.8 Deliveries by Seller to Buyers. At the Closing,  Seller shall deliver,
or cause to be delivered, to Buyers:

            (a) such executed assignments, bills of sale, certificates of title,
or other  documents,  each  dated  the  Closing  Date,  as  shall be  reasonably
necessary,  in the opinion of Buyers and their counsel to transfer to Buyers all
of Seller's right, title and interest in and to the Assets;

            (b) an  opinion  of  Peabody & Arnold  LLP,  counsel  to Seller  and
Stockholder, in the form attached hereto as Exhibit C;
            (c) consents to the assignment of the Contracts listed on Exhibit D;

            (d) an Escrow Agreement in the form of Exhibit E executed by Seller;

            (e) executed copies of such other agreements  contemplated hereunder
to which Seller is party;

            (f) consent to  assignment of the lease of the premises at 76 Treble
Cove Road, North Billerica, Massachusetts 01862-2232 ("Premises") and
release of Seller from the lease; and

            (g) an executed  employment  agreement  between NewCo and Mr. Harold
Weissman in the form attached hereto as Exhibit G.

                                       12
<PAGE>

      2.9 Deliveries by Buyers to Seller.  At the Closing,  Buyers shall deliver
to Seller:

            (a)  Subject to Section  2.10  hereof,  the  Purchase  Price by wire
transfer to the account designated by Seller;

            (b) an Escrow Agreement in the form of Exhibit E, executed by Buyers
and Agent;

            (c) an executed assumption agreement and such other documents,  each
dated as of the Closing Date, as shall be reasonably  necessary,  in the opinion
of Seller and its counsel,  for the  assumption  by Buyers of all of the Assumed
Liabilities; and

            (d) an executed  employment  agreement  between NewCo and Mr. Harold
Weissman in the form attached hereto as Exhibit G.

      2.10 Escrow.  For the purpose of providing security for the obligations of
Seller  under  Section 5.2  hereof,  $200,000  (the  "Escrow  Amount")  shall be
withheld from the Purchase Price  delivered at Closing and shall be placed in an
escrow account with State Street Bank as escrow agent (the  "Agent").  The Agent
shall hold the Escrow Amount pursuant to the terms of an escrow  agreement among
Seller,  Buyers  and the  Agent  substantially  in the form  attached  hereto as
Exhibit E. At any time on or after the date that is 18 months  from the  Closing
Date,  Seller will have the right to withdraw the Escrow  Amount,  together with
any  interest   thereon,   less  the  amount  of  any   unsatisfied   claim  for
indemnification  made by Buyers  prior to such date.  Any  portion of the Escrow
Amount that cannot be withdrawn from the escrow account due to pending claims by
Buyers  for  indemnification,  shall  remain  in the  escrow  account  until the
resolution  of such claims by judgment  of any court of  competent  jurisdiction
from which no appeal can be made, decision of an arbitrator from which no appeal
can be made, or agreement of Buyers and Seller.

      2.11  Transfer  Taxes.  Seller shall pay all sales,  use,  excise or other
taxes  which may be  payable in  connection  with the sale and  transfer  of the
Assets.

      2.12 Offers of Employment. NewCo intends to employ and agrees to make good
faith offers of  employment  to the employees of Seller listed on Exhibit F. All
such employees who elect to become employees of NewCo shall be provided benefits
under the Thermo  Vision  benefit and welfare  plans for which they qualify with
credit  being  given  under the Thermo  Vision  plans for time in  service  with
Seller.

3.    REPRESENTATIONS AND WARRANTIES OF SELLER

      Seller and  Stockholder  jointly and  severally  represent  and warrant to
Buyers as follows:

      3.1   Organization and Good Standing.

            Seller is a corporation  duly organized,  validly  existing,  and in
good  standing  under  the  laws  of the  state  or  other  jurisdiction  of its
incorporation  or  organization,  with full  corporate  power and  authority  to
conduct its business as now being  conducted,  to own or use the  properties and
assets that it purports  to own or use in its  business,  and to perform all its
obligations under Applicable Contracts. Seller has no Subsidiaries.

                                       13
<PAGE>

      3.2   Authority; No Conflict.

            (a) Subject to  obtaining  the consents set forth in Part 3.2 of the
Disclosure  Schedule,  Seller has the absolute and unrestricted right, power and
authority to execute and deliver this  Agreement and to perform its  obligations
hereunder.  All corporate and other actions and proceedings to be taken by or on
the part of Seller to authorize  and permit the execution and delivery by Seller
of this Agreement and the  instruments  required to be executed and delivered by
Seller pursuant hereto,  the performance by Seller of the obligations  hereunder
and the consummation by Seller of the  transactions  contemplated  herein,  have
been  duly and  properly  taken.  This  Agreement  has been  duly  executed  and
delivered by Seller and constitutes the legal,  valid and binding  obligation of
Seller, enforceable against Seller in accordance with its terms.

            (b)  Except  as set  forth in Part 3.2 of the  Disclosure  Schedule,
neither  the  execution  and  delivery  of  this  Agreement  by  Seller  nor the
consummation  or performance of any of the  Contemplated  Transactions by Seller
will,  directly or  indirectly  (with or without  notice or lapse of time):  (i)
contravene,  conflict with, or result in a violation of (A) any provision of the
Organizational  Documents of Seller, or (B) any resolution  adopted by the board
of directors or the  stockholders of Seller;  or, to the Knowledge of Seller and
Stockholder,  (ii)  contravene,  conflict  with, or result in a violation of, or
give any  Governmental  Body or other Person the right to  challenge  any of the
Contemplated  Transactions or to exercise any remedy or obtain any relief under,
any Legal Requirement or any Order to which Seller, or any of the Assets, may be
subject; (iii) contravene,  conflict with, or result in a violation or breach of
any  provision of, or give any Person the right to declare a default or exercise
any remedy under, or to accelerate the maturity or performance of, or to cancel,
terminate,  or modify, any Applicable Contract; (iv) result in the imposition or
creation of any  Encumbrance  upon or with respect to any of the Assets;  or (v)
entitle any employee or other Person to severance or other payments by Seller or
create any other  obligation  to an  employee  or other  Person,  including  any
increase in benefits.

            (c)  Except  as set  forth in Part 3.2 of the  Disclosure  Schedule,
Seller is not and will not be  required  to give any notice to,  make any filing
with, or obtain any Consent from any Person in connection with the execution and
delivery of this  Agreement or the  consummation  or  performance  of any of the
Contemplated Transactions by Seller.

      3.3  Qualification to do Business.  All of the  jurisdictions in which the
business  of Seller  requires  Seller to  qualify as a foreign  corporation  are
listed  on  Part  3.3  of  the  Disclosure  Letter  with  a  notation  of  those
jurisdictions in which Seller is so qualified.

      3.4 Financial Statements. Seller has delivered to Buyers: (a) an unaudited
balance  sheet as at  December  31,  1997 (the "1997  Balance  Sheet"),  and the
related unaudited statements of income, cash flows and retained earnings for the
fiscal year then ended with the review  report  thereon of Moody,  Cavanaugh and
Company,  independent public accountants (the "1997 Income  Statements") and (b)
an unaudited  balance sheet as at June 30, 1998 (the "June  Balance  Sheet") and
the related unaudited statements of income, cash flows and retained earnings for
the six-month period then ended (the "June Income Statements"). The 1997 Balance
Sheet,  the June  Balance  Sheet,  1997  Income  Statements  and the June Income
Statements  are referred to  collectively  as the  "Financial  Statements".  The
Financial Statements fairly present Seller's financial condition and the results
of operations and cash flows as at the  respective  dates of and for the periods
referred  to therein  all in  accordance  with GAAP.  The  Financial  Statements
reflect the consistent  application of such accounting principles throughout the
periods involved and are consistent with the books and records of Seller.

                                       14
<PAGE>

      3.5 Books and Records.  The books of account, and other records of Seller,
all of which have been made available to Buyers, are complete and correct in all
material respects.

      3.6 Title to Properties;  Encumbrances. Except as set forth in Part 3.6 of
the Disclosure  Schedule,  Seller has valid and legally enforceable title to all
of  the  Assets  free  and  clear  of  any  Encumbrances  whatsoever,   and  the
consummation  of the  Contemplated  Transactions  will  vest  in  Buyers  all of
Seller's right, title and interest in and to the Assets.

      3.7 Condition and  Sufficiency of Assets.  The tangible Assets are in good
operating condition and repair, normal wear and tear excepted,  and are adequate
for the uses to which they are being put, and are not in need of  maintenance or
repairs  except for  ordinary,  routine  maintenance  and  repairs  that are not
material  in nature or cost.  The  Assets  constitute  substantially  all of the
Assets  used in Seller's  business  and are the only  assets  necessary  for the
continued  conduct of the business after the Closing in  substantially  the same
manner as  conducted  prior to the  Closing.  Seller  does not own and has never
owned any real estate.

      3.8 Accounts Receivable. All of Seller's accounts receivable are reflected
properly  on its books and  records in  accordance  with GAAP.  All of  Seller's
accounts  receivable  that are  reflected on the June Balance  Sheet (except for
those  collected  in full  prior to the  Closing  Date)  or  shown  on  Seller's
accounting  records  as  of  the  Closing  Date  (collectively,   the  "Accounts
Receivable")  represent or will represent valid  obligations  arising from sales
actually made or services actually performed in the Ordinary Course of Business.
Unless paid prior to the Closing Date and except as set forth on Part 3.8 of the
Disclosure  Schedule,  the Accounts  Receivable are or will be as of the Closing
Date current and  collectible  net of the respective  reserves shown on the June
Balance Sheet or on Seller's accounting records as of the Closing Date. There is
no contest,  claim, or right of set-off with any maker of an Account  Receivable
relating to the amount or validity of such Account Receivable.

      3.9 No  Undisclosed  Liabilities.  Except  a set  forth in Part 3.9 of the
Disclosure Schedule,  to the Knowledge of Seller and Stockholder,  Seller has no
liabilities or obligations of any nature (whether absolute, accrued, contingent,
or  otherwise),  and there is no basis for the assertion  against  Seller of any
such liability or obligation,  except for  liabilities or obligations set forth,
or reserved against in, the June Balance Sheet and current liabilities  incurred
in the Ordinary  Course of Business  since the Balance Sheet Date (none of which
liabilities  results from, arises out of, or relates to, is in the nature of, or
was caused by any breach of contract,  breach of warranty, tort, infringement or
violation of law).

      3.10 Taxes.  Except as set forth in Part 3.10 of the Disclosure  Schedule,
Seller has accurately prepared and duly and timely filed all Tax Returns that it
was  required to file.  All such Tax Returns  were  correct and  complete in all
respects. Seller is not the beneficiary of any extension of time within which to
file any Tax Return  where the  failure  to file  would have a Material  Adverse
Effect on Seller or the  Assets.  All Taxes  owed by Seller  have been paid when
due, other than those being contested in good faith and where adequate  reserves


                                       15
<PAGE>

(determined in accordance with GAAP) have been established  therefor.  All Taxes
of Seller for Tax periods or portions  thereof ending on or prior to the Closing
Date,  including  Taxes that may become  payable by Seller in future  periods in
respect of any  transactions or sales occurring on or prior to the Closing Date,
that have not yet been paid have, in the aggregate, been adequately reflected as
a liability on Seller's books in accordance  with GAAP.  Seller is not currently
being audited or examined by any Governmental  Body, and no deficiencies for any
Tax have been asserted  against Seller that would have a Material Adverse Effect
on Seller or the Assets.  Without  limiting  the  generality  of the  foregoing,
Seller has withheld or collected  and duly paid all Taxes  required to have been
withheld or collected and paid in connection  with payments to foreign  persons,
sales and use Tax obligations,  and amounts paid or owing to or on behalf of any
employee, independent contractor, creditor, stockholder or other Person.

      3.11 Employee  Benefits.  Part 3.11 of the Disclosure  Schedule contains a
true, correct and complete list of all benefit plans (as defined in Section 3(3)
of  ERISA)  and all  pension,  benefit,  profit  sharing,  retirement,  deferred
compensation, welfare, insurance, disability, bonus, vacation pay, severance pay
and other similar plans, programs and agreements,  whether reduced to writing or
not, relating to any of Seller's  employees (the "Plans").  Seller has performed
all obligations required to be performed by it under, and is not in violation of
any of the Plans as they relate to Seller's employees.  There are no pending or,
to the Knowledge of Seller or Stockholder,  Threatened  Proceedings by employees
or former employees,  or beneficiaries or spouses of any of the above, involving
any Plan.

      3.12  Compliance with Legal Requirements;

            (a) Except as set forth in Part 3.12 of the Disclosure Schedule: (i)
to the  Knowledge  of Seller  and  Stockholder,  Seller is, and at all times has
been, in compliance in all material respects with each Legal Requirement that is
or was  applicable  to it or to the conduct or  operation of its business or the
ownership  or use of any of its  assets ; (ii) to the  Knowledge  of Seller  and
Stockholder,  no event has occurred or circumstance exists that (with or without
notice or lapse of time) may  constitute  or result in a violation by Seller of,
or a failure on the part of Seller to comply with, any Legal Requirement;  (iii)
Seller has not  received,  any notice or other  communication  (whether  oral or
written) from any  Governmental  Body or any other Person  regarding any actual,
alleged,  possible,  or potential  violation of, or failure to comply with,  any
Legal Requirement by it.

            (b) Seller has obtained all Governmental  Authorizations  reasonably
necessary for the conduct of its business as currently conducted.  Except as set
forth in Part 3.12 of the Disclosure  Schedule:  (i) Seller is, and at all times
has been,  in compliance  in all material  respects with each such  Governmental
Authorization,  (ii) no event has occurred or circumstance exists that may (with
or without notice or lapse of time)  constitute or result directly or indirectly
in a  violation  of or a failure to comply with any term or  requirement  of any
such  Governmental  Authorization;  (iii)  Seller has not received any notice or
other communication  (whether oral or written) from any Governmental Body or any
other Person regarding (A) any actual, alleged, possible, or potential violation
of or failure to comply with any term or  requirement  of any such  Governmental
Authorization,  or (B) any actual, proposed,  possible, or potential revocation,
withdrawal,  suspension,  cancellation,  termination  of, or modification to any
such  Governmental  Authorization;  and (iv) the  rights  of Seller  under  such
Governmental  Authorizations  shall not be affected by the  consummation  of the
Contemplated Transactions.

                                       16
<PAGE>

      3.13  Legal Proceedings; Orders.

            (a) Except as set forth in Part 3.13 of the Disclosure Schedule,  to
Seller's and Stockholder's Knowledge,  there is no pending Proceeding:  (i) that
has been  commenced  by or against  Seller or that  otherwise  relates to or may
affect,  Seller or the  Assets,  or (ii) that  challenges,  or that may have the
effect of preventing,  delaying,  making illegal, or otherwise interfering with,
any  of  the  Contemplated   Transactions.   To  the  Knowledge  of  Seller  and
Stockholder,  (A) no such Proceeding has been  Threatened,  and (B) no event has
occurred  or  circumstance  exists that may give rise to or serve as a basis for
the commencement of any such Proceeding.

            (b)  Except  as set forth in Part  3.13 of the  Disclosure  Schedule
there is no Order to which Seller or any of the Assets is subject.  Seller is in
compliance in all material  respects with all of the terms and  requirements  of
each Order to which Seller or any Assets are subject.

      3.14  Absence of Certain  Changes and Events.  Except as set forth in Part
3.14 of the  Disclosure  Schedule,  since  the date of the June  Balance  Sheet,
Seller has conducted  its business  only in the Ordinary  Course of Business and
there has not been any:

            (a) except in the Ordinary  Course of Business,  payment or increase
by Seller of any bonuses,  salaries,  commissions or other  compensation  to any
employee or entry into any employment, severance, or similar Applicable Contract
with any employee;

            (b) adoption  of, or increase in the payments to or benefits  under,
any profit sharing, bonus, deferred compensation,  savings, insurance,  pension,
retirement, or other employee benefit plan for or with any employees;

            (c) damage to or  destruction  or loss of any of Seller's  assets or
property, whether or not covered by insurance,  having a Material Adverse Effect
on Seller;

            (d) except in the Ordinary Course of Business, sale, lease, or other
disposition  of any of  Seller's  assets or  property or  mortgage,  pledge,  or
imposition of any Encumbrance on any asset or property of Sellers;

            (e)  cancellation  or waiver of any claims or rights with a value to
Sellers in excess of $10,000;

            (f)  material  change in the  accounting  methods  used by Seller in
maintaining  records  and  reporting  results of Seller's  operations  (it being
understood  and  acknowledged  by all parties that the method for accounting for
inventory will be changed by Buyers immediately following the Closing);

                                       17
<PAGE>

            (g)  change  in  the  financial  condition,   assets,   liabilities,
earnings, business or prospects of Seller having a Material Adverse Effect;

            (h) indebtedness or other liability or obligation (whether absolute,
accrued,  contingent or otherwise)  incurred,  or other transaction (except that
reflected in this Agreement) engaged in, by Seller, except those in the Ordinary
Course of Business which are individually less than $10,000 in amount and in the
aggregate less than $25,000 in amount;

            (i)  acquisition on behalf of Seller of any assets other than in the
Ordinary Course of Business;

            (j) material  reduction in the rate of, or gross margins  associated
with, bookings or orders for Seller's products or services; or

            (k) agreement, whether oral or written, to do any of the foregoing.

      3.15  Contracts; No Defaults.

            (a) Seller has  delivered to Buyers true and complete  copies of all
of the written  Applicable  Contracts.  Part 3.15(a) of the Disclosure  Schedule
contains a complete and accurate description of each of the following Applicable
Contracts,  whether oral or written:  (i) each agreement that involves aggregate
future payments by Seller of more than $10,000; (ii) each distributorship, sales
agency, franchise,  joint venture or partnership agreement; (iii) each agreement
not made in the Ordinary  Course of Business which is to be performed  after the
Closing; (iv) each outstanding commitment to make a capital expenditure, capital
addition or capital  improvement  involving  an amount in excess of $5,000;  (v)
each real or personal property lease requiring  payments of more than $10,000 in
the aggregate; (vi) each agreement relating to the loan of money or availability
of credit to or from Seller; (vii) each agreement limiting the freedom of Seller
to compete  in the line of  business  of Seller or with any Person  engaged in a
business similar to Seller's; (viii) each Applicable Contract between Seller and
any present or former employee; (ix) each license agreement relating to patents,
trademarks,  know-how  or other  intellectual  property  included in the Assets,
whether as licensee or licensor;  (x) each  collective  bargaining  agreement or
other  contract  or  commitment  to or with any  labor  union or other  group of
employees  representing  the employees;  (xi) each mortgage,  pledge,  security,
title  retention,  or similar  agreement  encumbering any of the Assets for more
than $10,000;  (xii) each  agreement  providing for payments to or by any Person
based on sales, purchases,  revenues, profits or assets; (xiii) each guaranty or
similar  undertaking  by Seller  with  respect to the  obligations  of any other
Person for more than $10,000;  (xiv) each agreement  relating to the acquisition
or disposition of significant  assets,  businesses or companies  within the past
five  years;  and (xv) each  other  agreement  requiring  payments  of more than
$10,000 in the  aggregate  which cannot be  terminated by Seller within one year
after the date  hereof  without  penalty or under  which the  consequences  of a
default or termination would have a Material Adverse Effect.  Exhibit D contains
a complete list of Applicable Contracts that require a third party to consent to
their transfer to Buyers.

                                       18
<PAGE>

            (b) Except as set forth in Part 3.15(b) of the Disclosure  Schedule,
to the Knowledge of Seller and Stockholder,  each Applicable Contract is in full
force and effect and is valid and enforceable  against Seller in accordance with
its  terms,  subject to  bankruptcy,  insolvency,  reorganization,  arrangement,
moratorium or other  similar laws  relating to or affecting  rights of creditors
generally.  Except as set forth in Part 3.15(b) of the Disclosure Schedule:  (i)
Seller is, and at all times has been,  in  compliance  in all material  respects
with all applicable terms and requirements of each Applicable Contract;  (ii) to
the  Knowledge  of  Seller  and  Stockholder,  each  other  Person  that has any
obligation or liability  under any Applicable  Contract is, and at all times has
been,  in  compliance in all material  respects  with all  applicable  terms and
requirements  of such  Applicable  Contract  and no such Person is  insolvent or
involved in bankruptcy,  insolvency or other  Proceedings  to enforce  creditors
rights generally nor is any such Proceeding Threatened; and (iii) Seller has not
given to or received  from any other  Person,  at any time,  any notice or other
communication (whether oral or written) regarding any actual, alleged, possible,
or potential violation or breach of, or default under, any Applicable Contract.

            (c) There are no  renegotiations  of,  attempts to  renegotiate,  or
outstanding rights to renegotiate any material amounts paid or payable to Seller
under  Applicable  Contracts with any Person having the contractual or statutory
right to  demand or  require  such  renegotiation  and no such  Person  has made
written demand for such renegotiation.

      3.16  Insurance.  Part 3.16 of the  Disclosure  Schedule sets forth a list
(including the name of the insurer,  the name of the  policyholder,  the name of
each  insured,  the policy  number and  periods  of  coverage,  and the scope of
coverage)  of all  policies  of  fire,  theft,  casualty,  liability,  burglary,
fidelity, workers compensation,  business interruption,  environmental,  product
liability,  automobile  and other  forms of  insurance  covering  Seller and its
operations under which Seller is the beneficiary,  including any  self-insurance
arrangement  affecting  Seller.  Seller has not  received  any  notice  from any
insurer  under any such policy  disclaiming  coverage or canceling or materially
amending any such policy.  Such policies or  extensions  or renewals  thereof in
such  amounts  will  be  outstanding  and  in  full  force  and  effect  without
interruption  until the Closing Date.  Seller has paid all premiums due, and has
otherwise  performed all of its material  obligations  under,  each such policy.
Seller has given proper and timely  notice to the insurer of all claims that may
be insured under such policies. Seller has delivered true and complete copies of
all such insurance policies to Buyers

      3.17  Environmental Matters.  Except as set forth in Part 3.17 of the
Disclosure Schedule:

            (a) Seller is in substantial compliance with all Environmental Laws.
Seller has no basis to  expect,  nor has it or, to the  Knowledge  of Seller and
Stockholder any other Person for whose conduct it is responsible  received,  any
actual  or  Threatened  order,  notice,  or  other  communication  from  (i) any
Governmental  Body or private  citizen acting in the public  interest,  (ii) the
current or prior owner or operator of any Facilities, or (iii) any other Person,
of any actual or potential violation or failure to comply with any Environmental
Law, or of any actual or  Threatened  obligation  of Seller to undertake or bear
the cost of any Environmental, Health and Safety Liabilities with respect to any
of the Facilities or any other properties or assets (whether real, personal,  or
mixed) in which  Seller (or any  predecessor)  has or had an  interest,  or with
respect to any property or facility at or to or from which  Hazardous  Materials
were generated, manufactured,  refined, transferred, imported, used, transported
or  processed  by Seller  (or any  predecessor),  or any other  Person for whose
conduct Seller is responsible.

                                       19
<PAGE>

            (b)  There  are no  pending  or,  to the  Knowledge  of  Seller  and
Stockholder,  Threatened  claims,  Encumbrances,  or other  restrictions  of any
nature,  resulting  from any  Environmental,  Health and Safety  Liabilities  or
arising under or pursuant to any Environmental Law, with respect to or affecting
any  of the  Facilities  or any  other  properties  and  assets  (whether  real,
personal, or mixed) in which Seller (or any predecessor) has or had an interest.

            (c) Neither Seller nor, to the Knowledge of Seller and  Stockholder,
any other Person for whose conduct Seller is responsible, has any Environmental,
Health and  Safety  Liabilities  with  respect  to the  Facilities  or any other
properties and assets (whether real, personal, or mixed) in which Seller (or any
predecessor)  has  or had  an  interest,  or at  any  property  geologically  or
hydrologically adjoining the Facilities or any other property or assets.

            (d) To the  Knowledge of Seller and  Stockholder,  there has been no
Release or Threat of  Release,  of any  Hazardous  Materials  (i) at or from the
Facilities  or at  any  other  locations  where  any  Hazardous  Materials  were
generated, manufactured, refined, transferred,  transported, produced, imported,
used, or processed or (ii) any property geologically or hydrologically adjoining
the Facilities in which Seller has an interest.

            (e) Seller has  delivered  to Buyers  true and  complete  copies and
results of any reports,  studies,  analyses,  tests, or monitoring  possessed or
initiated by Seller  pertaining to Hazardous  Materials or Hazardous  Activities
in, on, or under the  Facilities,  or concerning  compliance  by Seller,  or any
other Person for whose conduct Seller is responsible, with Environmental Laws or
Occupational Safety and Health Laws in connection with the operation of Seller's
business.

            (f) Part 3.17 of the Disclosure  Schedule sets forth or describes in
reasonable detail: (i) all landfills,  surface impoundments,  pits,  underground
injections wells,  waste piles,  incinerators and any other units used by Seller
(or any predecessor) for the handling, treatment, recycling, storage or disposal
of Hazardous Materials and (ii) all underground or above-ground storage tanks at
the Facilities.

            (g)  This   Section   3.17   contains   the   sole   and   exclusive
representations  and warranties of the Seller with respect to any  Environmental
Health and Safety Liabilities, Environmental Law, Occupational Safety and Health
Law and Hazardous Activity, including without limitation, any matter arising out
of federal, state and local environmental legal
requirements.

      3.18  Labor  Disputes;  Compliance.  Seller  has not  been a party  to any
collective  bargaining or other labor Contract  applicable to Seller.  There has
never been, there is not presently pending or existing,  and to the Knowledge of
Seller and Stockholder there is not Threatened, any strike, slowdown, picketing,
work  stoppage,  labor  arbitration or proceeding in respect of the grievance of
any  employee,   application  or  complaint   filed  by  an  employee  or  union
representing  such  employees  with the National  Labor  Relations  Board or any
comparable Governmental Body,  organizational  activity, or other labor dispute,
in each  case,  against  or  affecting  Seller's  operations,  the Assets or the
Facilities,  and no application  for  certification  of a collective  bargaining
agent on behalf of Seller's  employees is pending or to the  Knowledge of Seller
or  Stockholder is Threatened.  To the Knowledge of Seller and  Stockholder,  no
event has occurred or circumstance exists with respect to Seller's business that
would  provide the basis for any work  stoppage or other labor  dispute  between
Seller and its employees. There is no lockout of any employees by Seller, and no
such action is contemplated by Seller.

                                       20
<PAGE>

      3.19  Intellectual  Property.  Except  as set  forth  in Part  3.19 of the
Disclosure Schedule, Seller owns or has adequate licenses to use, free and clear
of any Encumbrance of which Seller has Knowledge and free from any obligation of
payment, all patents,  trademarks,  trade names, service marks, branch names and
copyrights,  and applications therefor, used in the conduct of Seller's business
or the use of which  is  necessary  for the  conduct  of  Seller's  business  as
presently  conducted  (the  "Intangibles").  Set  forth  in  Part  3.19  of  the
Disclosure   Schedule  is  a  complete  list  and  summary  description  of  all
Intangibles and licenses or sublicenses  entered into or granted by or to Seller
with respect thereto and the countries of registration. Seller owns or possesses
adequate  rights to use, free and clear of any  Encumbrance  of which Seller has
Knowledge  and from any  obligation  of  payment,  all  inventions,  technology,
technical know-how, processes, designs, trade secrets, vendor and customer lists
and other confidential information required or used by Seller in its business as
presently  conducted ("Trade  Secrets").  No Person has made any claim or demand
upon Seller pertaining to, and no Proceedings are pending,  or, to the Knowledge
of Seller or  Stockholder,  Threatened,  which challenge the rights of Seller in
respect of any  Intangibles  or Trade  Secrets.  No Intangible  owned or used by
Seller is subject  to any Order.  To the  Knowledge  of Seller and  Stockholder,
Seller has not infringed or engaged in the  unauthorized use of, or violated any
confidentiality agreement that pertains to, any patent,  trademark,  trade name,
service mark, brand name or copyright, or any invention,  technology,  technical
know-how,  process,  design,  trade  secret or other  intellectual  property  of
another Person.  To the Knowledge of Seller and  Stockholder,  there has been no
infringement or unauthorized  use of any Intangible or Trade Secret by any other
Person.  All Assets used for information  processing  management and/or services
("Information  Technology")  which  are  material  to the  conduct  of  Seller's
business as presently conducted can accurately process time/date including,  but
not limited to,  calculating,  comparing and sequencing)  from, into and between
the twentieth and twenty-first centuries and the years 1999 and 2000, including:
(i) leap year calculations and (ii) if such functionality is currently contained
in the Information Technology, accurate derivation of the day of the week.

      3.20  Disclosure.   To  the  Knowledge  of  Seller  and  Stockholder,   no
representation  or warranty of Seller in this  Agreement and no statement in the
Disclosure  Schedule  omits  to  state a  material  fact  necessary  to make the
statements  herein or therein,  in light of the circumstances in which they were
made, not misleading.

      3.21 Relationships with Related Persons.  Except as set forth in Part 3.21
of the Disclosure Schedule,  no Related Person of Seller has any interest in any
property (whether real,  personal,  or mixed and whether tangible or intangible)
used in or pertaining to Seller's business.

                                       21
<PAGE>

      3.22  Brokers or Finders.  Neither  Seller nor its officers or agents have
incurred any obligation or liability,  contingent or otherwise, for brokerage or
finders' fees or agents' commissions or other similar payment in connection with
the  Contemplated  Transactions  except with New England  Business  Exchange and
Seller will  indemnify  and hold Buyers  harmless from any such payments due and
alleged to be due from New England Business  Exchange or otherwise by or through
Seller as a result of the actions of Seller or its officers or agents.

      3.23 No  Termination  of  Relationship.  To the  Knowledge  of Seller  and
Stockholder,  except as set forth in Part 3.23 of the  Disclosure  Schedule,  no
relationship between Seller and a distributor,  customer,  supplier,  lender, or
other Person  (other than  employees  who elect not to accept  NewCo's  offer of
employment)  will  be  terminated  or  adversely  affected  as a  result  of the
execution of this Agreement or the performance of the Contemplated Transactions.

      3.24 Customers and Suppliers.  No unfilled  customer orders or commitments
obligating  Seller to  process,  manufacture  or  deliver  products  or  perform
services,  which orders or  commitments  are  material,  individually  or in the
aggregate, to Seller will result in a material loss to Seller upon completion of
performance.  No  purchase  orders or  commitments  of Seller,  which  orders or
commitments  are material,  individually  or in the  aggregate,  to Seller,  are
materially in excess of normal  requirements for Seller, nor are prices provided
therein  materially  in excess of  current  market  prices for the  products  or
services to be provided thereunder. No material supplier of Seller has indicated
within  the past year that it will stop,  or  materially  decrease  the rate of,
supplying materials, products, or services to Seller and, except as set forth in
Part 3.24 of the  Disclosure  Schedule,  no  material  customer  of  Seller  has
indicated  within the past year that it will stop,  or  materially  decrease the
rate of, buying  materials,  products or services from Seller.  Part 3.24 of the
Disclosure  Schedule sets forth a list of (a) each  customer that  accounted for
more than 5% of Seller's  combined  revenues during the last fiscal year and (b)
each  supplier  that is the sole  supplier of any product or  component  that is
significant to Seller's business.

      3.25  Recalls.  No products of Seller have ever been  recalled and, to the
Knowledge of Seller and Stockholder, there is no basis for any such recall.

      3.26 Backlog.  Seller's  backlog as of the Closing Date is greater than or
equal to $1,000,000. For purposes of this Section 3.26, "backlog" means all firm
orders  and  commitments  for  products  and  services  and  contain  terms  and
conditions that are consistent with Seller's practices over the past year.

      3.27 Inventories.  All Inventories (as defined below) are of a quality and
quantity usable and salable in the Ordinary  Course of Business.  Items included
in such  Inventories  are  carried on  Seller'  books in  accordance  with prior
practices  as set  forth  in the June  Balance  Sheet.  The  term  "Inventories"
includes all stock of raw materials,  work-in-process and finished goods held by
Seller for manufacturing, assembly, processing, finishing, and sale or resale to
others.

      3.28  Product  and Service  Warranties.  Seller has  provided  Buyers with
copies of the current standard  warranty used for each of Seller's  products and
services.  Part  3.28 of the  Disclosure  Schedule  describes  any and all other
product  or  service  warranties  made by or on behalf of  Seller  that  deviate
materially  from the current  standard  warranties and which remain in effect on
the date hereof, or pursuant to which Seller has any remaining obligations.

                                       22
<PAGE>

4.    REPRESENTATIONS AND WARRANTIES OF BUYERS

      Buyers  jointly  and  severally   represent  and  warrant  to  Seller  and
Stockholder as follows:

      4.1 Organization  and Good Standing.  Each of Buyers is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware.

      4.2   Authority; No Conflict.

            (a) Each of Buyers has the absolute and unrestricted  right,  power,
and  authority  to  execute  and  deliver  this  Agreement  and to  perform  its
obligations   under  this  Agreement.   All  corporate  and  other  actions  and
proceedings  to be taken by or on the part of each of  Buyers to  authorize  and
permit the  execution and delivery by it of this  Agreement and the  instruments
required to be executed and delivered by it pursuant hereto,  the performance by
it of its obligations  hereunder and the  consummation by it of the transactions
contemplated  herein, have been duly and properly taken. This Agreement has been
duly executed and delivered by each of Buyers and constitutes the legal,  valid,
and  binding  obligation  of each  of  Buyers,  enforceable  against  Buyers  in
accordance with its terms.

            (b) Neither the execution  and delivery of this  Agreement by Buyers
nor the consummation or performance of any of the  Contemplated  Transactions by
Buyers will,  directly or indirectly  (with or without notice or lapse of time):
(i) contravene,  conflict with, or result in a violation of (A) any provision of
the  Organizational  Documents of either Buyer or any agreement  which it or its
assets may be subject,  or (B) any resolution  adopted by the board of directors
or the  stockholders  of either Buyer;  or (ii)  contravene,  conflict  with, or
result in a  violation  of, or give any  Governmental  Body or other  Person the
right to  challenge,  any of the  Contemplated  Transactions  or to exercise any
remedy or obtain any relief under,  any Legal  Requirement or any Order to which
either Buyer may be subject.

            (c) Neither  Buyer is nor will it be required to give any notice to,
make any filing with or obtain any Consent  from any Person in  connection  with
the  execution  and  delivery of this  Agreement  by it or the  consummation  or
performance  of any of the  Contemplated  Transactions  by it except as has been
given, made or obtained on or prior to the Closing Date.

      4.3  Certain  Proceedings.  There is no pending  Proceeding  that has been
commenced  against  Buyers  and  that  challenges,  or may have  the  effect  of
preventing,  delaying, making illegal, or otherwise interfering with, any of the
Contemplated  Transactions.  To Buyers'  Knowledge,  no such Proceeding has been
Threatened and no event has occurred or  circumstance  exists that may give rise
to or serve as a basis for commencement of any such Proceeding.

      4.4 Brokers and Finders.  Neither of Buyers nor their respective  officers
and agents have incurred any  obligation or liability,  contingent or otherwise,
for brokerage or finders' fees or agents'  commissions or other similar  payment
in connection  with the  Contemplated  Transaction and Buyers will indemnify and
hold  Seller  harmless  from any such  payment  alleged  to be due by or through
Buyers  as a result of the  action  of  either  of  Buyers  or their  respective
officers or agents.

                                       23
<PAGE>

      4.5 Disclosures. To the Knowledge of Buyers, no representation or warranty
of Buyers in this Agreement omits to state a material fact necessary to make the
statements  herein,  in light of the  circumstances in which they were made, not
misleading.

5.    INDEMNIFICATION; REMEDIES

      5.1 Survival. All representations,  warranties, covenants, and obligations
in this Agreement, the Disclosure Schedule and any other certificate or document
delivered pursuant to this Agreement will survive the Closing for the respective
periods  specified  therefor in this  Agreement;  the right to  indemnification,
reimbursement,  or  other  remedy  based  on such  representations,  warranties,
covenants,  and obligations will not be affected by any investigation  conducted
with respect to, or any Knowledge  acquired (or capable of being acquired) about
the accuracy or  inaccuracy  of or  compliance  with,  any such  representation,
warranty, covenant, or obligation.

      5.2  Indemnification  and Reimbursement by Seller and Stockholder.  Seller
and Stockholder  will jointly and severally  indemnify and hold harmless each of
Buyers, their respective representatives, stockholders, controlling persons, and
affiliates  (collectively,  the "Buyer Indemnified Persons"), and will reimburse
the Buyer Indemnified Persons, for any loss, liability,  claim, damage,  expense
(including  costs of investigation  and defense and reasonable  attorneys' fees)
(collectively,  "Damages"), arising from or in connection with any Breach of any
representation or warranty made by Seller in this Agreement.

      5.3 Indemnification  and Reimbursement by Buyers.  Buyers will jointly and
severally indemnify and hold harmless Seller, its representatives, stockholders,
controlling persons and affiliates  (collectively "Seller Indemnified Persons"),
and will reimburse Seller Indemnified Persons for any Damages arising from or in
connection with any Breach of any  representation  or warranty made by Buyers in
this Agreement.

      5.4 Time  Limitations.  Seller will have no liability for  indemnification
under Section 5.2 with respect to any  representation  or warranty in Section 3,
other  than  those in  Sections  3.10 and 3.17  unless,  on or before the second
anniversary  of the Closing Date,  Seller is given notice of a claim  specifying
the factual basis of that claim in reasonable detail to the extent then known by
Buyers. Seller will have no liability for indemnification under Section 5.2 with
respect to  Section  3.10  unless,  on or before  the third  anniversary  of the
Closing Date,  Seller is given notice of a claim specifying the factual basis of
that claim in reasonable detail to the extent then known by Buyers.  Seller will
have no liability for indemnification  under Section 5.2 with respect to Section
3.17 unless on or before the expiration of the applicable statute of limitations
Seller is given notice of a claim  specifying the factual basis of that claim in
reasonable  detail to the  extent  then  known by  Buyers.  Buyers  will have no
liability   for   indemnification   under   Section  5.3  with  respect  to  any
representation  or  warranty  in  Section 4  unless,  on or  before  the  second
anniversary of the Closing Date,  Buyers are given notice of a claim  specifying
the factual basis of that claim in reasonable detail to the extent then known by
Seller.

                                       24
<PAGE>

      5.5 Limitation on Amount.  Seller and Stockholder  shall have no indemnity
obligations  to  Buyers,  joint or  several,  unless  and  until  the  aggregate
cumulative  amount for which Buyers are entitled to indemnity  hereunder exceeds
$100,000,  whereupon  Buyers  shall be entitled to recover the entire  aggregate
cumulative  amount of all  indemnity  claims for which it is entitled to recover
hereunder.  In no event shall the indemnity  obligations,  joint or several,  of
Seller and Stockholder to Buyers under this Agreement exceed $1,500,000.

      5.6   Procedures for Indemnification -- Third Party Claims.

            (a) Promptly after receipt by a Buyer Indemnified Person or a Seller
Indemnified Person (an "Indemnified Person") under Section 5.2 or Section 5.3 of
notice of the commencement of any Proceeding  against it for which a claim is to
be made against an indemnifying party under such Section, the Indemnified Person
will  give  notice  to the  indemnifying  party  of  the  commencement  of  such
Proceeding,  but the failure to notify the  indemnifying  party will not relieve
the  indemnifying  party of any  liability  that it may have to any  Indemnified
Person,  except to the extent that the indemnifying  party demonstrates that the
defense of such action is prejudiced by the Indemnified Person's failure to give
such notice.

            (b) If any  Proceeding  referred  to in  Section  5.6(a) is  brought
against an Indemnified  Person and it gives notice to the indemnifying  party of
the commencement of such Proceeding,  the indemnifying party will be entitled to
participate in such Proceeding and, to the extent that it wishes (unless (i) the
indemnifying party is also a party to such Proceeding and the Indemnified Person
determines in good faith that joint  representation  would be inappropriate,  or
(ii)  the  indemnifying  party  fails to  provide  reasonable  assurance  to the
Indemnified  Person of its  financial  capacity  to defend such  Proceeding  and
provide indemnification with respect to such Proceeding),  to assume the defense
of such  Proceeding  with counsel  reasonably  satisfactory  to the  Indemnified
Person and, after notice from the indemnifying  party to the Indemnified  Person
of its election to assume the defense of such Proceeding, the indemnifying party
will not,  as long as it  diligently  conducts  such  defense,  be liable to the
Indemnified  Person  under this  Section 5 for any fees of other  counsel or any
other  expenses  with  respect to the defense of such  Proceeding,  in each case
subsequently  incurred by the Indemnified  Person in connection with the defense
of such Proceeding, other than reasonable costs of investigation.

            (c) If the  indemnifying  party  assumes the defense of a Proceeding
referred  to in Section  5.6(a),  (i) it will be  conclusively  established  for
purposes of this  Agreement  that the claims made in that  Proceeding are within
the scope of and subject to  indemnification  hereunder;  (ii) no  compromise or
settlement of such claims may be effected by the indemnifying  party without the
Indemnified  Person's  consent (which will not be unreasonably  withheld) unless
(A) there is no finding or admission of any violation of Legal  Requirements  by
the Indemnified  Person or any violation of the rights by the Indemnified Person
of any Person and no effect on any other  claims  that may be made  against  the
Indemnified  Person,  and (B) the sole relief provided is monetary  damages that
are paid in full by the  indemnifying  party;  and (iii) the Indemnified  Person
will have no liability  with respect to any  compromise  or  settlement  of such
claims effected without its consent (which will not be unreasonably withheld).

                                       25
<PAGE>

            (d) If notice is given to an indemnifying  party of the commencement
of any Proceeding  referred to in Section 5.6(a) and the indemnifying party does
not,  within ten business days after the  Indemnified  Person's notice is given,
give notice to the  Indemnified  Person of its election to assume the defense of
such Proceeding,  the indemnifying party will be bound by any determination made
in such  Proceeding or any compromise or settlement  effected by the Indemnified
Person.

            (e)  Notwithstanding  the foregoing,  if a customer or a supplier of
Seller  asserts that either of Buyers is liable to such customer or supplier for
a monetary obligation which may constitute or result in Damages for which Buyers
may be  entitled  to  indemnification  pursuant  to this  Section  5 and  Buyers
reasonably  determine  that there is a valid  business  reason to  fulfill  such
obligations,  then (i) Buyers  shall be  entitled  to satisfy  such  obligations
without prior notice to or consent from Seller, (ii) Buyers may make a claim for
indemnification pursuant to this Section 5 and (iii) Buyers shall be reimbursed,
in accordance  with the  provisions of this Section 5, for any Damages for which
they are entitled to indemnification  pursuant to the provisions of this Section
5;  provided,  however,  that if  Buyers  make a claim  for  indemnification  in
accordance  with this  sentence  Seller  shall not be deemed to have  waived any
defense to such claim by Buyers.

            (f)  Notwithstanding   the  foregoing,   if  an  Indemnified  Person
reasonably determines in good faith that there is a reasonable  probability that
a Proceeding  will  adversely  affect it or its Related  Persons other than as a
result of monetary  damages  for which it would be  entitled to  indemnification
under this Agreement,  the Indemnified Person may, by notice to the indemnifying
party,  assume  the  exclusive  right to  defend,  compromise,  or  settle  such
Proceeding, but the indemnifying party will not be bound by any determination of
a Proceeding so defended or any  compromise or settlement  effected  without its
consent (which may not be unreasonably withheld).

            (g)  Buyers  and  Seller   hereby   consent  to  the   non-exclusive
jurisdiction  of  any  court  in  which  a  Proceeding  is  brought  against  an
Indemnified Person for purposes of any claim that an Indemnified Person may have
under this  Agreement  with respect to such  Proceeding  or the matters  alleged
therein,  and agrees that process may be served on Seller with respect to such a
claim anywhere in the world.

            (h) With respect to any Proceeding subject to indemnification  under
this Section 5: (i) both the Indemnified  Person and the indemnifying  party, as
the case may be, shall be kept fully  informed of the  Proceeding  at all stages
thereof  where such party is not  represented  by its own counsel,  and (ii) the
parties  agree to render to each other such  assistance  as they may  reasonably
require of each other and to cooperate in good faith with each other in order to
ensure the proper and adequate  defense of any  Proceeding  brought by any third
party.

            (i) With respect to any Proceeding subject to indemnification  under
this  Section 5, the parties  agree to cooperate in such a manner as to preserve
in  full  (to the  extent  possible)  the  confidentiality  of all  confidential
business  records  and  the  attorney-client  and  work-product  privileges.  In
connection therewith,  each party agrees that: (i) it will use its best efforts,
in any  Proceeding in which it has assumed or  participated  in the defense,  to
avoid production of confidential  business  records  (consistent with applicable
law and  rules of  procedure),  and (ii) all  communications  between  any party
hereto  and  counsel  responsible  for or  participating  in the  defense of any
Proceeding  shall,  to  the  extent  possible,  be  made  so as to  reserve  any
applicable attorney-client or work-product privilege.

                                       26
<PAGE>

      5.7  Procedure  for   Indemnification   --  Other  Claims.   A  claim  for
indemnification for any matter not involving a third-party claim may be asserted
by notice to the party from whom indemnification is sought.

6.    GENERAL PROVISIONS

      6.1 Expenses.  Except as otherwise  expressly  provided in this Agreement,
each party will bear its  respective  expenses  incurred in connection  with the
preparation,  execution,  and performance of this Agreement and the Contemplated
Transactions,  including  all  fees and  expenses  of  agents,  representatives,
counsel,  and  accountants.  In the event of termination of this Agreement,  the
obligation  of each party to pay its own expenses  will be subject to any rights
of such party arising from a breach of this Agreement by another party.

      6.2 Public  Announcements.  Any public  announcement or similar  publicity
with respect to this Agreement or the Contemplated  Transactions will be issued,
if at all, by Buyers only with the consent of Seller,  and by Seller,  only with
the consent of Buyers,  none of which  consents will  unreasonably  be withheld;
provided,  however,  that  either  of  Buyers  or  Seller  may make  any  public
disclosure  it  believes in good faith is  required  by law or  regulation.  The
content  of any  public  announcement  by Buyers  will be  subject to review and
approval by Seller, and the content of any public announcement by Seller will be
subject  to  review  and  approval  by  Buyers,  none of  which  approvals  will
unreasonably  be  withheld.  Seller  and  Buyers  will  consult  with each other
concerning the means by which Seller's employees,  customers,  and suppliers and
others  having  dealings  with  Seller  will  be  informed  of the  Contemplated
Transactions,  and  Buyers  will  have  the  right  to be  present  for any such
communication.

      6.3 Notices.  All notices,  consents,  waivers,  and other  communications
under this  Agreement  must be in  writing  and will be deemed to have been duly
given  immediately if sent by confirmed  facsimile  transmission,  when actually
received or if  earlier,  one day after  deposit  with a  nationally  recognized
overnight delivery service,  charges prepaid, or three days after deposit in the
U.S. mail by certified mail, return receipt requested,  postage prepaid, in each
case to the appropriate  addresses and telecopier numbers set forth below (or to
such other  addresses and telecopier  numbers a party may designate by notice to
the other party):

      Seller:

      Harold Weissman
      34 Fairbanks Road
      Lexington, MA 02421

                                       27
<PAGE>

      with a copy to:

      Peabody & Arnold LLP
      50 Rowes Wharf
      Boston, MA  02110
      Attention: Anil Khosla, Esq.
      Telecopy No.: (617) 951-2125

            Buyers:

      Thermo Vision Corporation
      8E Forge Parkway
      Franklin, MA  02038
      Attention : President
      Telecopy No.: (508) 553-5001

      with a copy to:

      Thermo Electron Corporation
      81 Wyman Street
      Waltham, MA  02254-9046
      Attention: General Counsel
      Telecopy No.:  (781) 622-1283

      6.4 Jurisdiction;  Service of Process. Any action or proceeding seeking to
enforce any provision  of, or based on any right arising out of, this  Agreement
may be brought  against any of the parties in the courts of the  Commonwealth of
Massachusetts,  or, if it has or can acquire jurisdiction,  in the United States
District  Court  for the  District  of  Massachusetts  and  each of the  parties
consents to the  jurisdiction of such courts (and of the  appropriate  appellate
courts) in any such action or proceeding  and waives any objection to venue laid
therein.  Process  in any  action or  proceeding  referred  to in the  preceding
sentence may be served on any party anywhere in the world.
      6.5 Further  Assurances.  The parties agree (a) to furnish upon request to
each other such  further  information,  (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
party may reasonably  request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.

      6.6 Waiver.  The rights and remedies of the parties to this  Agreement are
cumulative and not  alternative.  Neither the failure nor any delay by any party
in  exercising  any right,  power,  or  privilege  under this  Agreement  or the
documents  referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further  exercise of such right,  power,
or privilege or the exercise of any other right,  power,  or  privilege.  To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Agreement or the documents  referred to in this Agreement can be discharged
by one party,  in whole or in part, by a waiver or  renunciation of the claim or
right unless in writing signed by the other  parties;  (b) no waiver that may be
given by a party will be applicable except in the specific instance for which it
is given;  and (c) no  notice  to or demand on one party  will be deemed to be a
waiver of any  obligation of such party or of the right of the party giving such
notice or demand to take further  action without notice or demand as provided in
this Agreement or the documents referred to in this Agreement.

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<PAGE>

      6.7 Entire Agreement and Modification. This Agreement supersedes all prior
agreements   between  the  parties  with  respect  to  its  subject  matter  and
constitutes  (along with the documents referred to in this Agreement) a complete
and exclusive  statement of the terms of the agreement  between the parties with
respect to its subject  matter.  This  Agreement may not be amended  except by a
written agreement executed by the party to be charged with the amendment.

      6.8 Disclosure  Schedule.  In the event of any  inconsistency  between the
statements in the body of this  Agreement and those in the  Disclosure  Schedule
(other than an exception  expressly set forth as such in the Disclosure Schedule
with respect to a  specifically  identified  representation  or  warranty),  the
statements in the body of this Agreement will control.

      6.9 Assignments,  Successors,  and Third-Party Rights. No party hereto may
assign any of its rights under this Agreement  without the prior written consent
of the other  party.  This  Agreement  will apply to, be binding in all respects
upon, and inure to the benefit of the  successors  and permitted  assigns of the
parties. Nothing expressed or referred to in this Agreement will be construed to
give any Person other than the parties to this  Agreement any legal or equitable
right, remedy, or claim under or with respect to this Agreement or any provision
of this  Agreement.  This Agreement and all of its provisions and conditions are
for the sole and  exclusive  benefit of the parties to this  Agreement and their
successors and assigns.

      6.10  Severability.  If any provision of this Agreement is held invalid or
unenforceable  by any court of competent  jurisdiction,  the other provisions of
this  Agreement  will remain in full force and  effect.  Any  provision  of this
Agreement  held invalid or  unenforceable  only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

      6.11  Section  Headings;  Construction.  The  headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or  interpretation.  All  references  to "Sections"  refer to the  corresponding
Sections of this  Agreement.  All words used in this Agreement will be construed
to be of such gender or number as the  circumstances  require.  Unless otherwise
expressly  provided,  the word "including" does not limit the preceding words or
terms.

      6.12 Time of Essence.  With regard to all dates and time periods set forth
or referred to in this Agreement, time is of the essence.

      6.13 Governing Law. This Agreement will be governed by and construed under
the laws of the  Commonwealth  of  Massachusetts  without regard to conflicts of
laws principles.

      6.14 Relief.  In the event of a breach of the provisions of this Agreement
by Seller or  Stockholder,  in addition to any other  rights and  remedies  that
Buyers may have under law or in equity,  Buyers 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
maintained by a party to this Agreement  against any other party to enforce this
Agreement or to seek any remedy for breach,  then the party  prevailing  in such
litigation shall be entitled to recover from the non-prevailing party reasonable
attorneys' fees and costs of suit.

                                       29
<PAGE>

      6.15  Access  to  Historical  Financial  Information.  Seller  shall  make
available,  and direct and authorize its independent  public accountants to make
available,  to Buyers and to the  independent  public  accountants  representing
Buyers, all working papers pertaining to the examination by Seller's accountants
of Seller's  accounting  records,  and shall provide such  cooperation as Buyers
shall  reasonably  request  in  connection  with  Buyers's  preparation  of  any
financial  statements  relating  to the Assets  required  to be  included in any
filing  made by  Buyers  or any  affiliate  of Buyers  with the  Securities  and
Exchange Commission pursuant to the Securities Act or the Exchange Act.

      6.16 Termination of Retirement Plan.  Seller and Stockholder agree to take
all steps  necessary to terminate  Seller's simple IRA Retirement Plan effective
as of the Closing Date.

      6.17 Liquidation.  Stockholder agrees to cause the complete liquidation of
Seller on or before May 1, 1999.

      6.18  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  will be  deemed  to be an  original  copy of this
Agreement and all of which,  when taken  together,  will be deemed to constitute
one and the same agreement.


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<PAGE>
         


      IN WITNESS  WHEREOF,  the parties have executed  this  Agreement as of the
date first written above.

                                   BUYERS:

                                   THERMO VISION CORPORATION


                                   By:  /s/  Kristine Stotz Langdon
                                        -------------------------------
                                   Name:     Kristine Stotz Langdon
                                   Title:    President



                                   THERMO VISION OPTICON CORPORATION,


                                   By:  /s/  Kristine Stotz Langdon
                                        -------------------------------
                                   Name:     Kristine Stotz Langdon
                                   Title:    President


                                   SELLER:

                                  OPTICON CORP.


                                   By:  /s/  Harold Weissman
                                        -------------------------------
                                   Name:     Harold Weissman
                                   Title:    President



                                   STOCKHOLDER:


                                   /s/  Harold Weissman
                                        Harold Weissman



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