Exhibit 10.15

                              TAX MATTERS AGREEMENT

             THIS TAX MATTERS AGREEMENT (the  "Agreement") is made as  of
        November 24th,  1997 by  and among  Thermo Optek  Corporation,  a
        Delaware corporation ("Optek" and, together with its subsidiaries
        existing  immediately  following  the  Distribution,  the  "Optek
        Group"), and Thermo  Vision Corporation,  a Delaware  corporation
        and a 100%-owned subsidiary of Optek ("Vision" and, together with
        its subsidiaries existing immediately following the Distribution,
        the "Vision Group").

             WHEREAS, Optek  and  Vision have  entered  into a  Plan  and
        Agreement of Distribution dated  as of [date] (the  "Distribution
        Agreement") providing for the distribution  of all of the  Vision
        stock owned by Optek to  Optek's shareholders in accordance  with
        the Distribution Agreement (the "Distribution");

             WHEREAS, prior to and following the Distribution, the  Optek
        Group and the  Vision Group will  both be part  of an  affiliated
        group of  corporations  (the  "Thermo  Group")  of  which  Thermo
        Electron Corporation, a Delaware corporation ("Thermo Electron"),
        is the common parent,  within the meaning  of Section 1504(a)  of
        the Internal Revenue Code of 1986, as amended (the "Code");

             WHEREAS, Optek has entered  into a Tax Allocation  Agreement
        with Thermo  Electron with  respect to  the allocation  of  taxes
        among members  of  the  affiliated group  filing  a  consolidated
        United States federal  income tax return,  and Vision will  enter
        into a substantially similar Tax Allocation Agreement with Thermo
        Electron; and

             WHEREAS,  Optek  and  Vision  desire  to  set  forth   their
        agreement regarding the  allocation between Optek  and Vision  of
        all liabilities and benefits relating  to or affecting Taxes  (as
        defined below) paid or payable by either of them with respect  to
        the Distribution.

             NOW, THEREFORE, in consideration  of the mutual  agreements,
        provisions and covenants contained in this Agreement, the parties
        hereby agree as follows:

             1.   Definitions.

                  "Tax"  means  any  federal,  state,  local  or  foreign
        income, profits, alternative or add-on minimum, severance, sales,
        use, service, service use,  ad valorem, gross receipts,  license,
        value  added,  franchise,   transfer,  recording,  real   estate,
        withholding,    payroll,    employment,    excise,    occupation,
        unemployment  insurance,  social   security,  business   license,
        business organization, stamp, environmental, premium or  property
        tax, or any other tax, governmental fee or other like  assessment
        or charge  of  any kind  whatsoever,  together with  any  related
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        interest, penalties and additions to any such tax, imposed by any
        taxing authority upon Optek, the Optek Group, Vision, the  Vision
        Group, Thermo  Electron,  the  Thermo  Group,  or  any  of  their
        respective members or divisions or branches.

                  "Restructuring  Tax"  means   any  Taxes,  other   than
        Transaction Taxes, to the extent  that such Taxes would not  have
        been incurred  but  for  the  consummation  of  the  transactions
        contemplated by the Distribution Agreement.

                  "Transaction Taxes"  means  any sales,  use,  transfer,
        real estate transfer, recording  or other similar Taxes  incurred
        in connection with consummation of the transactions  contemplated
        by the Distribution Agreement.

             2.   Responsibility for Restructuring Taxes.

                  a.   Responsibility of  Optek  Group.   Optek  and any
        successor  corporation  shall  be  responsible  for,  and   shall
        indemnify and hold harmless Vision and each member of the  Vision
        Group and  the  other  members  of the  Thermo  Group  from,  all
        liability, loss, cost, expense or damage in any way occasioned by
        any  Restructuring  Taxes  which   are  directly  or   indirectly
        attributable to one or more of the following described events  or
        transactions occurring after the  Distribution Date with  respect
        to  Optek  or  any  successor  corporation:    a  reorganization,
        consolidation or merger; the sale  or other disposition of  Optek
        Assets other  than  in the  ordinary  course of  business;  Optek
        ceasing to conduct an active  trade or business; the  acquisition
        or disposition  of shares  of stock  of Optek  by any  person  or
        persons; the redemption or repurchase  of shares of its stock  by
        Optek  or   any   successor;  the   recapitalization   or   other
        reclassification of the  shares of  Optek or  any successor;  the
        complete or partial  liquidation of Optek  or any successor;  the
        exercisability,   transferability   or   repurchase   of   rights
        distributed pursuant  to a  stock purchase  rights plan;  or  any
        other act or omission of Optek which results in failure to comply
        with each  representation  and  statement  made  to  the  IRS  in
        connection  with  the  rulings  received  with  respect  to   the
        Distribution.

                  b.   Responsibility of Vision  Group  . Vision  and any
        successor  corporation  shall  be  responsible  for,  and   shall
        indemnify and hold harmless  Optek and each  member of the  Optek
        Group and  the  other  members  of the  Thermo  Group  from,  all
        liability, loss, cost, expense or damage in any way occasioned by
        any  Restructuring  Taxes  which   are  directly  or   indirectly
        attributable to one or more of the following described events  or
        transactions occurring after the  Distribution Date with  respect
        to Vision  or  any  successor  corporation:    a  reorganization,
        consolidation or merger; the sale or other disposition of  Vision
        Assets other  than in  the ordinary  course of  business;  Vision
        ceasing to conduct an active  trade or business; the  acquisition
        or disposition of  shares of  stock of  Vision by  any person  or
        persons; the redemption or repurchase  of shares of its stock  by
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        Vision  or   any  successor;   the  recapitalization   or   other
        reclassification of the  shares of Vision  or any successor;  the
        complete or partial liquidation of  Vision or any successor;  the
        exercisability,   transferability   or   repurchase   of   rights
        distributed pursuant  to a  stock purchase  rights plan;  or  any
        other act  or omission  of  Vision which  results in  failure  to
        comply with each representation and statement made to the IRS  in
        connection  with  the  rulings  received  with  respect  to   the
        Distribution.

                  c.   Joint Responsibility  of  Optek Group  and  Vision
        Group.  If any Restructuring Taxes should arise for which neither
        Optek nor Vision is responsible under Section 2.02(a) or  Section
        2.02(b),  respectively,  each  of  Optek  and  Vision  shall   be
        responsible for 50 percent of such Restructuring Taxes, and  each
        party shall indemnify, defend and  hold harmless the other  party
        and each member of their  respective Groups from and against  all
        liability, cost, expense or damage in any way occasioned by  such
        Restructuring Taxes.

             3.   Miscellaneous.

                  a.   Expenses.  Unless otherwise expressly provided  in
        this Agreement, each party shall  bear any and all expenses  that
        arise from its obligations under this Agreement.

                  b.   Entire Agreement.  This Agreement constitutes  the
        entire agreement  of the  parties concerning  the subject  matter
        hereof.

                  c.   Term.  This Agreement  shall commence on the  date
        first stated above, and shall continue in effect for ten years.

                  d.   Successors and Assigns.  This Agreement and all of
        the provisions  hereof shall  be binding  upon and  inure to  the
        benefit of  the  parties  and  their  respective  successors  and
        assigns.

                  e.   Amendments.  This Agreement may not be modified or
        amended except by an agreement in writing, signed by the  parties
        hereto.

                  f.   Counterparts.  This Agreement  may be executed  in
        counterparts, each of which shall be deemed to be an original and
        all of which  together shall  be deemed to  be one  and the  same
        instrument.

                  g.   Governing Law.  This  Agreement shall be  governed
        by and construed in accordance with the domestic substantive laws
        of The Commonwealth of Massachusetts without regard to any choice
        or conflict of  law rule or  provision that would  result in  the
        application  of  the  domestic  substantive  laws  of  any  other
        jurisdiction.
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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 OPTEK CORPORATION

                                      By:        /s/Robert J. Rosenthal
                                          -------------------------------
                                      Title:   President
                                             ----------------------------

                                      THERMO VISION CORPORATION

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