Exhibit 10.2


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT, AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD,
PLEDGED, MORTGAGED, HYPOTHECATED OR OTHERWISE TRANSFERRED (1) WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THESE SECURITIES OR (2)
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.


                            THERMOSPECTRA CORPORATION
           Amended and Restated Promissory Note Due December 31, 1999
                             Waltham, Massachusetts


                                                                   July 30, 1999

        For value received, ThermoSpectra Corporation, a Delaware corporation
(the "Company"), hereby promises to pay to Thermo Electron Corporation
(hereinafter referred to as the "Payee"), or registered assigns, on December
31,1999, as described below, the principal sum of forty-five million dollars
($45,000,000) or such part thereof as then remains unpaid, to pay interest from
the date hereof on the whole amount of said principal sum remaining from time to
time unpaid at a rate per annum equal to the rate of the Dealer Commercial Paper
Rate for 30-day maturities as reported in The Wall Street Journal on the first
business day of each fiscal month of the Company (the "DCP Rate") plus
one-hundred fifty (150) basis points, which rate shall be adjusted on the second
business day of each fiscal month of the Company and shall be in effect for the
entirety of such fiscal month. Interest is payable in arrears on the first
business day of each fiscal month of the Company, until all amounts outstanding
are paid in full. Overdue principal and interest shall bear interest at a rate
per annum equal to the rate of interest announced from time to time by
BankBoston, N.A. at its head office in Boston, Massachusetts as its "base rate"
plus one percent (1%). Principal and all accrued but unpaid interest shall be
repaid on December 31, 1999. Principal and interest shall be payable in lawful
money of the United States of America, in immediately available funds, at the
principal office of the Payee or at such other place as the legal holder may
designate from time to time in writing to the Company.
Interest shall be computed on an actual 360-day basis.

        This Note may be prepaid at any time or from time to time, in whole or
in part, without any premium or penalty. All prepayments shall be applied first
to accrued interest and then to principal.

<PAGE>



        The then unpaid principal amount of, and interest outstanding on, this
Note shall be and become immediately due and payable without notice or demand,
at the option of the holder hereof, upon the occurrence of any of the following
events:

               (a) the failure of the Company to pay any amount due hereunder
        within ten (10) days of the date when due;

               (b) any representation, warranty or statement made or furnished
        to the Payee by the Company in connection with this Note or the
        transaction from which it arises shall prove to have been false or
        misleading in any material respect as of the date when made or
        furnished;

               (c) the failure of the Company to pay its debts as they become
        due, the insolvency of the Company, the filing by or against the Company
        of any petition under the U.S. Bankruptcy Code (or the filing of any
        similar petition under the insolvency law of any jurisdiction), or the
        making by the Company of an assignment or trust mortgage for the benefit
        of creditors or the appointment of a receiver, custodian or similar
        agent with respect to, or the taking by any such person of possession
        of, any property of the Company;

               (d) the sale by the Company of all or substantially all of its
        assets;

               (e) the merger or consolidation of the Company with or into any
        other corporation in a transaction in which the Company is not the
        surviving entity;

               (f) the issuance of any writ of attachment, by trustee process or
        otherwise, or any restraining order or injunction not removed, repealed
        or dismissed within thirty (30) days of issuance, against or affecting
        the person or property of the Company or any liability or obligation of
        the Company to the holder hereof; and

               (g) the suspension of the transaction of the usual business of
the Company.

        Upon surrender of this Note for transfer or exchange, a new Note or new
Notes of the same tenor dated the date to which interest has been paid on the
surrendered Note and in an aggregate principal amount equal to the unpaid
principal amount of the Note so surrendered will be issued to, and registered in
the name of, the transferee or transferees. The Company may treat the person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes.

        In case any payment herein provided for shall not be paid when due, the
Company further promises to pay all cost of collection, including all reasonable
attorneys' fees.



<PAGE>


        No delay or omission on the part of the Payee in exercising any right
hereunder shall operate as a waiver of such right or of any other right of the
Payee, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. The
Company hereby waives presentment, demand, notice of prepayment, protest and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note. The undersigned hereby assents
to any indulgence and any extension of time for payment of any indebtedness
evidenced hereby granted or permitted by the Payee.

        This Note amends and restates in its entirety that certain promissory
note issued by the Company to Thermo Electron Corporation dated September 12,
1997.

        This Note shall be governed by and construed in accordance with, the
laws of the Commonwealth of Massachusetts and shall have the effect of a sealed
instrument.


                                            THERMOSPECTRA CORPORATION


                                            By:    _____________________________
                                                   Barry S. Howe
                                                   President

[Corporate Seal]

Attest:



----------------------------
Sandra L. Lambert
Secretary