Exhibit 10.3

                            TAX ALLOCATION AGREEMENT


             THIS AGREEMENT is  made as  of November  14th, 1997  between
        Thermo Electron Corporation , a Delaware corporation ("TMO "), and
        Thermo Vision Corporation, a Delaware corporation ("Vision" - The
        term "Vision" shall refer to Vision and those of its subsidiaries
        that are  members of an affiliate group of  corporations including
        Vision within  the meaning  of Section  1504(a) of  the  Internal
        Revenue Code of 1986, as amended (the "Code")).


                              Preliminary Statement

             TMO is the parent of an affiliate group of corporations
        (including Vision) within the meaning of Section 1504(a) of the
        Code (the "Thermo Group").  The Thermo Group has elected to file
        a consolidated return for federal income tax purposes.

             By this  Agreement,  the parties  desire  to set  forth  the
        understanding they have reached with respect to the filing of the
        consolidated United States federal  income tax returns and  state
        income tax returns. Foreign tax  returns are not subject to  this
        Agreement.


                                   Agreements

             IT IS MUTUALLY agreed by the parties hereto as follows:

             1.   Definitions and Construction.

                  1.1. The  Term   "TMO  Group"   means  the   group   of
        corporations of which  TMO is  common parent and  with which  TMO
        files an  affiliated  consolidated  federal  income  tax  return,
        excluding Vision and subsidiaries of Vision that may exist now or
        in the future.   For purposes  of this Agreement,  the TMO  Group
        shall be treated as a single corporate entity.  The TMO Group and
        Vision and its subsidiaries,  respectively, are sometimes  herein
        referred  to  collectively   as  the  "Two   Companies"  or   the
        "Companies."  This Agreement anticipates that TMO will set  aside
        and retain  certain  sums calculated  as  provided herein.    All
        reference to TMO paying sums to itself pursuant to this Agreement
        shall be satisfied by  TMO setting aside sums  in respect of  the
        obligations established under this Agreement.

                  1.2. The  paragraph   titles   used  herein   are   for
        convenience of reference only and  will not be considered in  the
        interpretation or construction of  any of the provisions  hereof.
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        Words may  be construed  in the  singular or  the plural  as  the
        context requires.

             2.   Tax Returns.

                  2.1. Federal Tax  Returns.   TMO as  the common  parent
        will prepare and file or cause  to be prepared and filed  federal
        income tax returns on a consolidated basis, for the TMO Group and
        Vision and its subsidiaries for all fiscal periods as to which  a
        consolidated return is appropriate  in accordance with the  terms
        of this Agreement.

                  2.2. State Tax Returns .  TMO as the common parent will
        prepare and file or cause to be filed state income tax returns on
        a combined,  consolidated,  unitary,  or other  method  that  TMO
        believes will result in a lower overall tax liability to the  Two
        Companies.   In the event  that said state  tax returns shall  be
        filed, the  provisions  of sections  1  through 11  hereof  shall
        apply, mutatis mutandis (the necessary changes being made) to the
        allocation, preparation, filing and payment related to such state
        taxes and tax returns.  Vision will  reimburse TMO   for Vision's
        portion of the tax.   Such reimbursement will  be the tax  Vision
        would have paid on  a separate return basis,  but only if it  was
        required to file a return in that state.

             3.   Time of Payment  of Federal  Obligations to  TMO .  The
        obligations of the Companies for Federal income tax payments will
        be determined and paid as follows:

                  (a)  Not later than the 15th  day after the end of  the
        fourth, sixth,  ninth and  twelfth  months of  each  consolidated
        taxable year of  TMO, TMO  will make  a reasonable  determination
        (consistent with the provisions of  Section 6655 of the Code)  of
        the separate federal income tax liability that each Company would
        be required to  pay as  estimated payments on  a separate  return
        basis for that period. Each Company  shall pay to TMO the  amount
        of such liability within ten days.

                  (b)  After the end of  TMO's  fourth accounting quarter
        and before  the 15th  day  of the  third month  thereafter,  each
        Company will promptly pay to TMO the entire amounts estimated  to
        be due and payable under such Company's federal income tax return
        as if  filed  on  a  separate  return  basis,  less  all  amounts
        previously  paid   with  respect   to  that   year  pursuant   to
        subparagraph (a) of this Paragraph 3.

                  (c)  If upon the filing of the consolidated income  tax
        return, a revised calculation is made in the manner set forth  in
        subparagraph (b) of this Paragraph  3, and it is determined  that
        either Company has paid to  TMO with respect to the  consolidated
        taxable year an  amount greater than  that required by  Paragraph
        3(b), then  that excess  will be  promptly paid  by TMO  to  that
        Company.

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             4.   Tax Obligations of TMO .  TMO will pay the consolidated
        tax  liabilities  of   the  Companies  arising   from  filing   a
        consolidated federal income tax return.

             5.   Payment of Funds by TMO.  After the end of TMO's fourth
        quarter and before the 15th day of the third month thereafter, if
        in any year Vision incurs a loss,  TMO shall pay to Vision a  sum
        equal to the  amount of benefit  realized by members  of the  TMO
        Group (other  than  Vision)  that is  attributable  to  the  loss
        incurred by Vision.

             6.   Changes in Prior Year's Tax Liabilities .  In the event
        that the consolidated tax liability or the separate tax liability
        referred to in  Paragraphs 3,  4 and 5  hereof for  any year  for
        which a consolidated tax return  for the two Companies was  filed
        is or would  be increased  or decreased  by reason  of filing  an
        amended return or  returns (including carry-back  claims), or  by
        reason of the examination of the returns by the Internal  Revenue
        Service, the amounts of payments under  Paragraphs 3, 4 or 5,  as
        the case may be,  for each such year will be recomputed by TMO to
        reflect the adjustments to taxable income and tax credits for the
        taxable year and interest  or penalties, if  any.  In  accordance
        with those recomputations,  additional sums will  be  paid by the
        Companies to TMO or  paid by TMO to  the Companies regardless  of
        whether a member  has become  a Departing Member  (as defined  in
        Paragraph  8   hereof)  subsequent   to  the   taxable  year   of
        recomputation.

             7.   New Members  . The Companies  agree that if, subsequent
        to the execution of  this Agreement, TMO  becomes the parent,  as
        that term is used  in Section 1504  of the Code,  of one or  more
        subsidiary corporations, in addition  to Vision, then each  newly
        acquired subsidiary corporation  may become a  separate party  to
        this Agreement  by  consenting in  writing  to be  bound  by  its
        provisions, effective immediately upon  its delivery to TMO,  but
        the income,  deductions and  tax credits  of the  newly  acquired
        subsidiary  corporations   will   first  be   included   in   the
        consolidated federal income tax return as required by the Code.

             8.   Departing Members.

                  8.1. The term "Departing Member," as used herein,  will
        mean a Company that is no  longer permitted under the Code to  be
        included in the consolidated federal income tax return.

                  8.2. In applying this Agreement  to a Departing  Member
        for the final taxable year  in which its income, deductions,  and
        tax credits  are  required to  be  included in  the  consolidated
        federal income tax return:  (i) the amount required to be paid by
        a Departing Member under the provisions of Paragraph 3 hereof and
        (ii) the amount that the Departing Member is entitled to  receive
        under the provisions of Paragraph 4 hereof, will be determined by

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        taking into account the income, deductions and tax credits of the
        Departing Member only for the fractional part of such year as the
        Departing Member  was  a member  of  the consolidated  group  and
        included in the consolidated federal income tax return.

                  8.3. After  the  filing  of  the  consolidated  federal
        income tax return for  the last taxable  year that the  Departing
        Member  was  included  therein,  the  Departing  Member  will  be
        informed of the amount of consolidated carry-overs as of the  end
        of the  taxable year  or  period which  are attributable  to  the
        Departing Member,  as provided  by Treasury  Regulations  Section
        1.1502-79 or otherwise, including the agreement of the parties.

             9.   Determination of Sums Due from and Payable to  Members.
        TMO will determine the sums due from and payable to the Companies
        under  the   provisions   of  this   Agreement   (including   the
        determination for purposes of Paragraph 6 hereof).  The Companies
        agree to provide TMO with  such information as may reasonably  be
        necessary to make  these determinations.   Issues arising in  the
        course of the  determinations that are not expressly provided for
        in this Agreement will be resolved in an equitable manner.

             10.  Tax Controversies .  If  a consolidated  federal income
        tax return for any taxable year during which this Agreement is in
        effect  is  examined  by   the  Internal  Revenue  Service,   the
        examination, as well as  any other matters  relating to that  tax
        return, including any tax litigation,  will be handled solely  by
        TMO.  Vision will cooperate with TMO and to this end will execute
        protests, petitions, and any other documents as TMO determines to
        be necessary  or appropriate.    The cost  and expense  of  TMO's
        handling of  a tax  controversy, including  legal and  accounting
        fees, will be allocated  to and paid by  the Company to whom  the
        tax controversy relates.  If the tax controversy relates to  both
        Companies, the cost  and expense  will be  allocated between  the
        Companies  in  the  proportion  that  each  Company's   potential
        additional tax liability bears to the total potential  additional
        tax liability of  both Companies (determined  in accordance  with
        Paragraph 6  hereto  and assuming  that  the tax  controversy  is
        resolved in  favor  of  the Internal  Revenue  Service)  for  the
        taxable year on issue.   If the tax controversy encompasses  more
        than one  taxable year,  TMO  will first  allocate the  cost  and
        expense to each taxable year in the proportion that the potential
        additional tax liability for each taxable year bears to the total
        potential additional  tax  liability  for the  taxable  years  in
        issue.

             11.  Effective Date .  This  Agreement shall  be  effective
        beginning as of the date of this Agreement, and will continue  on
        a year-to-year basis  thereafter with  respect to  Vision for  so
        long as Vision is permitted to file a consolidated federal income
        tax return with TMO.

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             IN WITNESS WHEREOF, the parties hereto have caused this
        Agreement to be executed by their duly authorized officers as of
        the date first above written.


                                      THERMO ELECTRON CORPORATION

                                      By:      /s/John N. Hatsopoulos
                                          -------------------------------

                                      Title:   President
                                             ----------------------------


                                      THERMO VISION CORPORATION

                                      By:      /s/Kristine Stotz Langdon
                                          ------------------------------

                                      Title:   President
                                             ----------------------------