Exhibit 10.1

                          CORPORATE SERVICES AGREEMENT


             THIS is an AGREEMENT  dated as of  the 14th day of November,
        1997 between Thermo Electron Corporation, a Delaware  corporation
        ("Thermo"),  and  Thermo  Vision  Corporation  ("Subsidiary"),  a
        Delaware corporation.

                              Preliminary Statement

             Subsidiary  desires  to  obtain  administrative  and   other
        services from Thermo  and Thermo  is willing to  furnish or  make
        such services available to Subsidiary.

             By this Agreement, Thermo and Subsidiary desire to set forth
        the basis for Thermo's providing services of the type referred to
        herein.

                                   Agreements

             IT IS MUTUALLY agreed by the parties hereto as follows:

             1.   Services

             1.1  Beginning  on  the  date  of  this  Agreement,  Thermo,
        through its  corporate  staff,  will provide  or  otherwise  make
        available  to  Subsidiary  certain  general  corporate  services,
        including  but  not   limited  to   accounting,  tax,   corporate
        communications, legal, financial  and other administrative  staff
        functions,  and  arrange  for  administration  of  insurance  and
        employee  benefit  programs.    The  services  will  include  the
        following:

             (a)  Accounting and securities compliance related  services.
        Maintenance  of  corporate  records,  assistance,  if  and   when
        necessary, in preparation of  Securities and Exchange  Commission
        filings, including  without limitation  registration  statements,
        Forms 10-K,  10-Q  and  8-K, assistance  in  the  preparation  of
        Proxies and Proxy Statements and the solicitation of Proxies, and
        assistance in the preparation of the Annual and Quarterly Reports
        to Stockholders, maintenance of  internal audit support  services
        and  review   of  compliance   with  financial   and   accounting
        procedures.

             (b)   Tax related services.    Preparation  of  Federal  tax
        returns, preparation of  state and local  tax returns  (including
        income tax returns), tax research and planning and assistance  on
        tax audits (Federal, state and local).

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             (c)  Insurance  and  employee   benefit  related   services.
        Arranging for liability, property and casualty, and other  normal
        business insurance coverage.  Support for product, worker  safety
        and  environmental   programs   (Subsidiary   acknowledges   that
        principal  responsibility   for   compliance   rests   with   the
        Subsidiary).      Administration    of   Subsidiary's    employee
        participation in employee benefit  plans sponsored by Thermo  and
        insurance programs such  as the  following:   401(k) plan,  group
        medical insurance, group life insurance, employee stock  purchase
        plan and various  stock options  plans.  Filing  of all  required
        reports under  ERISA  for  employee benefit  plans  sponsored  by
        Thermo.

             (d)  Corporate record  keeping  services.    Maintenance  of
        corporate records, including  without limitation, maintenance  of
        minutes of meetings of the Boards of Directors and  Stockholders,
        supervision  of  transfer   agent  and  registration   functions,
        coordination of stock repurchase programs, and tracking of  stock
        issuances and reserved shares.

             (e)  Services in addition to those enumerated in subsections
        1.1(a) through  1.1(d)  above  including,  but  not  limited  to,
        routine legal  and  other  administrative  activities,  Corporate
        information  and  treasury  and   other  financial  services   as
        reasonably requested by Subsidiary.

             1.2  For performing general services of the types  described
        above in Paragraph 1.1,  Thermo will initially charge  Subsidiary
        an annual  fixed fee  equal  to 1.0%  of  the gross  revenues  of
        Subsidiary for  the  fiscal  year  in  which  such  services  are
        performed (such amount to  be prorated on a  daily basis for  any
        partial year), which  fee is  intended to  compensate Thermo  for
        Subsidiary's pro  rata  share  of the  aggregate  costs  actually
        incurred by  Thermo  in connection  with  the provision  of  such
        services to all  recipients thereof.   The fee set  forth in  the
        preceding sentence may be  adjusted from time  to time by  mutual
        agreement of Thermo and Subsidiary.

             1.3  In addition to the foregoing services, certain specific
        services are  made  available  to  Subsidiary  by  Thermo  on  an
        as-requested basis.  These may  include, but are not limited  to,
        services specifically requested by Subsidiary or services  which,
        in Thermo's judgment, are not routine administrative services  or
        create unusual burdens or demands on Thermo's resources, such  as
        litigation support,  acquisition  and offering  support  services
        (including legal  services),  corporate  development,  tax  audit
        support or  public  or  investor relations  services  other  than
        routine  shareholder   communications.     Thermo   will   charge
        Subsidiary the costs actually  incurred  (including overhead  and
        general administrative  expenses)  for  such  services  that  are
        requested by Subsidiary and supplied by Thermo.

             1.4  The charges for  services pursuant  to Subsections  1.2
        and 1.3 above will be  determined and payable no less  frequently

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        than on a quarterly basis.   The charges will be due when  billed
        and shall be paid no later than 30 days from the date of billing.

             1.5  When services  of  the  type described  above  in  this
        Section 1 are provided by outside providers to Subsidiary or,  in
        connection with  the  provision of  such  services  out-of-pocket
        costs are incurred such as travel, the cost thereof will be  paid
        by Subsidiary.  To  the extent that Subsidiary  is billed by  the
        provider directly, Subsidiary  shall pay the  bill directly.   If
        Thermo is billed for such services,  Thermo may pay the bill  and
        charge Subsidiary the amount of the  bill or forward the bill  to
        Subsidiary for payment by Subsidiary.



             2.   Subsidiary's Directors and Officers.  Nothing contained
        herein will be construed to relieve the directors or officers  of
        Subsidiary from the performance of their respective duties or  to
        limit the exercise of their powers in accordance with the charter
        or By-Laws of  Subsidiary or  in accordance  with any  applicable
        statute or regulation.

             3.   Liabilities .  In furnishing Subsidiary with  management
        advice and other services as herein provided, neither Thermo  nor
        any of  its officers,  directors  or agents  shall be  liable  to
        Subsidiary  or  its  creditors  or  shareholders  for  errors  of
        judgment or for anything except willful malfeasance, bad faith or
        gross negligence in the performance  of their duties or  reckless
        disregard of their obligations and duties under the terms of this
        Agreement.  The  provisions of  this Agreement are  for the  sole
        benefit of  Thermo and  Subsidiary and  will not,  except to  the
        extent otherwise expressly stated herein, inure to the benefit of
        any third party.

             4.   Term.

             (a)  Term.  The initial term  of this Agreement shall  begin
        on the date of this Agreement and continue through the end of the
        current fiscal year.  This Agreement shall automatically renew at
        the end of the initial  term for successive one-year terms  until
        terminated in accordance with Subsection (b) below.

             (b)  Termination    This  Agreement  may  be  terminated  by
        Subsidiary at any time on thirty days prior notice to Thermo.  In
        addition, this  Agreement shall  automatically terminate  without
        any further action  by either  party on the  date the  Subsidiary
        ceases to be a member of the Thermo Group or a participant in the
        Thermo Electron Corporate Charter.

             (c)  Termination Fee.  In the event of a termination of this
        Agreement, Subsidiary  shall  pay  to Thermo  its  pro  rata  fee
        pursuant to Section  1.2 for  the year in  which the  termination
        takes effect  plus a  termination fee  equal to  the fee  payable
        under Section 1.2 for the most recent nine consecutive months.  

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             (d)  Post-Termination Services . F ollowing a termination of
        this Agreement,  corporate administrative  services of  the  kind
        provided under  the  Agreement may  continue  to be  provided  to
        Subsidiary on  an  as-requested basis  by  the Subsidiary  or  as
        required in the event it is not practicable for the Subsidiary to
        provide such  services  or it  is  otherwise unable  to  identify
        another source to provide such services (as would be the case  of
        administration of employee benefit  plans and insurance  programs
        sponsored  by  Thermo   and  in   which  Subsidiary's   employees
        participate) or as  otherwise required  by Thermo   acting in its
        capacity as majority  stockholder of  Subsidiary.   In the  event
        such services are  provided by Thermo  to Subsidiary,  Subsidiary
        shall be charged  by Thermo a  fee equal to  the market rate  for
        comparable services  charged by  third-party vendors.   Such  fee
        will be charged monthly and  payable by Subsidiary within  thirty
        days.  The obligations  of Subsidiary set  forth in this  Section
        4(d) shall survive the termination of this Agreement.  

             5.   Status  .Thermo  shall be deemed  to be an  independent
        contractor and,  except as  expressly provided  or authorized  in
        this Agreement, shall have no  authority to act for or  represent
        Subsidiary.

             6.   Other Activities of Thermo.  Subsidiary recognizes that
        Thermo now  renders and  may continue  to render  management  and
        other services  to  other companies  that  may or  may  not  have
        policies and conduct activities  similar to those of  Subsidiary.
        Thermo shall be free  to render such  advice and other  services,
        and Subsidiary  hereby consents  thereto.   Thermo shall  not  be
        required to devote full time and attention to the performance  of
        its duties under this Agreement, but shall devote only so much of
        its time and  attention as  it deems reasonable  or necessary  to
        perform the services required hereunder.

             7.   Notices    .All notices,  billings,  requests, demands,
        approvals, consents, and other communications which are  required
        or may be given under this Agreement shall be in writing and will
        be deemed to have been duly given if delivered personally or sent
        by  registered  or  certified  mail,  return  receipt  requested,
        postage prepaid to the parties at their respective addresses  set
        forth below:

             If to Subsidiary:                  If  to Thermo
             ----------------                   -------------
             Thermo Vision Corporation          Thermo Electron Corporation
             8E Forge Parkway                   81 Wyman Street
             Franklin, Massachusetts  02038     Waltham, Massachusetts  02254
             Attention:  President              Attention: 
                                                 Chief Executive Officer

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             8.   No Assignment. This Agreement shall not be assignable
        except with the prior written consent of the other party to  this
        Agreement.

             9.   Applicable Law . This  Agreement shall be  governed by
        and construed under the laws of the Commonwealth of Massachusetts
        applicable to contracts made and to be performed therein.

             10.  Paragraph Titles.   The  paragraph titles used  in this
        Agreement are for convenience of  reference only and will not  be
        considered in the  interpretation or construction  of any of  the
        provisions thereof.

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

        THERMO ELECTRON CORPORATION   THERMO VISION CORPORATION

        By:     /s/John N. Hatsopoulos                             
           ----------------------------------------------------
        Title:  President
        
               /s/Kristine Stotz Langdon
        By:----------------------------------------------------
        Title:  President