EXHIBIT 10.10


                                       FORM OF

                              THERMO VISION CORPORATION

                       DEFERRED COMPENSATION PLAN FOR DIRECTORS
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             Section 1.    Participation.  Any director of Thermo Vision
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             Corporation    (the  "Company")  may  elect  to  have  such
             percentage as he or  she may specify  of the fees  otherwise
             payable to him  or her deferred  and paid to  him or her  as
             provided in this Plan.  A director who is also an officer of
             the Company  or  its  parent  corporation,  Thermo  Electron
             Corporation, shall not  be eligible to  participate in  this
             Plan.   Each election  shall be  made by  notice in  writing
             delivered to the Clerk  of the Company , in such form as the
             Clerk shall designate, and each election shall be applicable
             only with respect to fees  earned subsequent to the date  of
             the election for  the period  designated in the  form .  The
             term "participant" as used herein refers to any director who
             shall have made an election.   No participant may defer  the
             receipt of any fees to be earned after the later to occur of
             either (a) the  date on which  the participant shall  retire
             from or otherwise cease  to engage in  his or her  principal
             occupation or employment or (b) the date on which he or  she
             shall cease to be a director of the Company, or such earlier
             date as  the Board  of Directors  of the  Company, with  the
             participant's  consent,   may   designate   (the   "deferral
             termination date").   In  the event  that the  participant's
             deferral termination date  is the  date on which  he or  she
             ceases to  engage  in his  or  her principal  occupation  or
             employment, the  participant  or a  personal  representative
             shall advise  the Company  of that  date by  written  notice
             delivered to the Clerk of the Company.

             Section 2.     Establishment   of   Deferred    Compensation
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             Accounts. There shall be established for each participant an
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             account to  be  designated as  that  participant's  deferred
             compensation account.

             Section 3.     Allocations    to    Deferred    Compensation
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             Accounts.  There shall be  allocated to  each  participant's
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             deferred  compensation  account,  as  of  the  end  of  each
             quarter, an amount equal to his or her fees for that quarter
             which that participant shall  have elected to have  deferred
             pursuant to Section 1.

             Section 4.     Stock Units  and Stock  Unit Accounts.   All
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             amounts allocated to  a participant's deferred  compensation
             account pursuant  to  Section 3  and  Section  5  shall  be
             converted, at the  end of each quarter, into  stock units by
             dividing   the   accumulated   balance   in   the   deferred
             compensation account as of  the end of  that quarter by  the
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             average last sale  price per share  of the Company's  common
             stock as reported on  in   The   Wall Street Journal,
             five business days up to and including the last business day
             of that quarter.  The number of stock units, so  determined,
             rounded to the  nearest one-hundredth of  a share, shall  be
             credited to a separate stock unit account to be  established
             for the participant, and the  aggregate value thereof as  of
             the last business day  of that quarter  shall be charged  to
             the participant's deferred compensation account. No  amounts
             credited to the participant's deferred compensation  account
             pursuant to Section 5 subsequent to the close of the  fiscal
             year in which occurs the participant's deferral  termination
             date shall be converted into  stock units.  Any such  amount
             shall be distributed in  cash as provided in  Section 8.   A
             maximum number  of 25,000  shares  of the  Company's  common
             stock may be represented by stock units credited under  this
             Plan, subject to  proportionate adjustment in  the event  of
             any stock  dividend, stock  split  or other  capital  change
             affecting the Company's common stock.

             Section 5.  Cash Dividend  Credits.   Additional credits
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             shall be  made  to  a  participant's  deferred  compensation
             account, until all distributions  shall have been made  from
             the participant's stock  unit account, in  amounts equal  to
             the cash dividends  (or the fair  market value of  dividends
             paid in  property other  than  dividends payable  in  common
             stock of  the  Company)  which the  participant  would  have
             received from time to time had  he or she been the owner  on
             the record dates for  the payment of  such dividends of  the
             number of shares of the Company's common stock equal to  the
             number of units in  his or her stock  unit account on  those
             dates.

             Section 6.     Stock Dividend Credits  .  Additional  credits
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             shall be made to a  participant's stock unit account,  until
             all  distributions   shall   have   been   made   from   the
             participant's stock unit account, of a number of units equal
             to the  number  of shares  of  the Company's  common  stock,
             rounded  to  the  nearest  one-hundredth  share,  which  the
             participant would have received from  time to time as  stock
             dividends had he or she been  the owner on the record  dates
             for the payments of  such stock dividends  of the number  of
             units of the Company's common  stock equal to the number  of
             units credited to  his or  her stock unit  account on  those
             dates.

             Section 7.     Recapitalization  .  If,  as  a  result  of 
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             recapitalization of the Company  (including a stock  split),
             the Company's outstanding  shares of common  stock shall  be
             changed into  a greater  or smaller  number of  shares,  the
             number of units then credited to a participant's stock  unit
             account shall be appropriately adjusted on the same basis.
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            Section 8.     Distribution  of   Stock   and   Cash   After
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             Participant's  Deferral   Termination   Date. When a 
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             participant's deferral  termination  date shall  occur,  the
             Company shall  become obligated  to make  the  distributions
             prescribed in the following paragraphs (a) and (b).

                  (a)  The  Company shall distribute  to the  participant
             the number  of shares  of the  common stock  of the  Company
             which shall equal the total  number of units accumulated  in
             his or her stock unit account as of the close of the  fiscal
             year in which  the participant's  deferral termination  date
             occurs. Such  distribution of  stock shall  be made  in  ten
             annual installments, unless,  at least six  months prior  to
             his or her deferral termination date, the participant  shall
             have elected, by notice in writing filed with the  Secretary
             of the  Company,  to have  such  distribution made  in  five
             annual installments. In either  such case, the  installments
             shall be of as nearly equal number of shares as practicable,
             adjusted to reflect any changes pursuant to Sections 6 and 7
             in the number of units remaining in the participant's  stock
             unit  account.    The   first  such  installment  shall   be
             distributed within 60  days after  the close  of the  fiscal
             year in which  the participant's  deferral termination  date
             occurs.  The remaining installments shall be distributed  at
             annual  intervals  thereafter.    Anything  herein  to   the
             contrary notwithstanding, the Company shall have the option,
             if its Board of Directors shall by resolution so  determine,
             in lieu  of  making  distribution  in  ten  or  five  annual
             installments as  set  forth above,  with  the  participant's
             consent, to distribute stock  or any remaining  installments
             thereof in a single distribution  at any time following  the
             close of the fiscal year in which the participant's deferral
             termination  date  occurs.    Distribution  of  stock   made
             hereunder may be made  from shares of  common stock held  in
             the treasury and/or from shares of authorized but previously
             unissued shares of  common stock.   All distributions  under
             the plan  shall be  completed not  later than  December  31,
             2025.

                  (b)  The  Company shall distribute  to the  participant
             sums in cash  equal to the  balance credited to  his or  her
             deferred compensation account as of the close of the  fiscal
             year in which  his or her  deferral termination date  occurs
             plus such additional  amounts as shall  be credited  thereto
             from time to  time thereafter  pursuant to Section  5.   The
             cash distribution shall  be made  on the same  dates as  the
             annual distributions made pursuant  to paragraph (a)  above,
             and each  cash  distribution  shall consist  of  the  entire
             balance credited to the participant's deferred  compensation
             account at the time of the annual distribution.

                  If a  participant's  deferral  termination  date  shall
             occur by reason of his  or her death or  if he or she  shall
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             die after his or her deferral termination date but prior  to
             receipt of al l distributions of stock and cash provided for
             in  this   Section  8,   all   stock  and   cash   remaining
             distributable  hereunder  shall   be  distributed  to   such
             beneficiary as  the  participant shall  have  designated  in
             writing and   filed with the Secretary  of the Company or, in
             the absence of  designation, to  the participant's  personal
             representative.   Such distributions  shall be  made in  the
             same manner and  at the  same intervals as  they would  have
             been made  to the  participant had  he or  she continued  to
             live.

             Section 9.     Participant's Rights Unsecured   The right of
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             any participant  to receive  distributions under  Section  8
             shall be an  unsecured claim against  the general assets  of
             the Company. The Company may  but shall not be obligated  to
             acquire shares of its outstanding common stock from time  to
             time  in  anticipation  of  its  obligation  to  make   such
             distributions, but no participant  shall have any rights  in
             or against any shares of  stock so acquired by the  Company.
             All such  stock  shall  constitute  general  assets  of  the
             Company and may be disposed of  by the Company at such  time
             and for such purposes as it may deem appropriate.

             Section 10.    Termination of  the  Plan.   The  Plan shall
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             terminate and  full  distribution  shall be  made  from  all
             participants' deferred compensation accounts and stock  unit
             accounts upon any change of control of the Company.   Either
             of the following shall be deemed to be a change of  control:
             (a) the occurrence, without the prior approval of the  Board
             of Directors, of the acquisition, directly or indirectly, by
             any person of 50% or more of the outstanding common stock of
             either  the  Company  or  its  parent  corporation,   Thermo
             Instrument Systems  Inc. ("Thermo  Instrument")   ,  or  the
             beneficial owner of  25% or more  of the outstanding  common
             stock of  Thermo Electron  Corporation ("Thermo  Electron"),
             without the prior  approval of  the prior  directors of  the
             Company, Thermo Instrument , or Thermo Electron, as the case
             may be; (b) the failure of the prior directors to constitute
             a majority of the Board of Directors of the Company,  Thermo
             Instrument  or Thermo Electron, at any time within two years
             following any electoral event.  As used in this sentence and
             the preceding sentence, person shall mean a natural  person,
             an entity (together with an affiliate thereof, as defined in
             Rule 405 under the  Securities Act of 1933)  or a group,  as
             defined in Rule 13d-5 under  the Securities Exchange Act  of
             1934; prior directors shall mean the persons serving on  the
             Board of Directors immediately prior to any electoral event;
             and electoral  event shall  mean any  contested election  of
             directors or any tender or  exchange offer for common  stock
             of the Company, Thermo Instrument  or Thermo Electron  by any
             person other  than the  Company, Thermo  Instrument, Thermo
             Electron  or a subsidiary of any of the foregoing companies.
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             The Board of Directors at  any time, at its discretion,  may
             terminate the Plan.   If the  Board of Directors  terminates
             the Plan after  any person  or group of  persons shall  have
             acquired or  proposed  to  acquire control  of  the  Company
             through the Board of Directors, Thermo Instrument  or Thermo
             Electron, full and  prompt distribution shall  be made  from
             all participants' deferred  compensation accounts and  stock
             unit accounts.    Otherwise,  distributions  in  respect  of
             credits to participants' deferred compensation accounts  and
             stock unit accounts as of  the date of termination shall  be
             made in the manner and at the time prescribed in Section 8.

             Section 11.    Amendment  of  the  Plan.    The  Board   of
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             Directors of the Company may amend the Plan at any time  and
             from time  to time, provided, however, that  no amemendment
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             affecting credits already made to any participant's deferred
             compensation account  or  stock  unit account  may  be  made
             without  the  consent  of  that  participant  or,  if   that
             participant has died, that participant's beneficiary.

             Section 12.    Effective Date of the  Plan.    The Plan  shall
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             become  effective  commencing  upon  the  date  the  U.   S.
             Securities  and  Exchange  Commission  shall  have  declared
             effective the registration of shares of the Company's Common
             Stock in  an underwritten  public offering  pursuant to  the
             Securities Act of 1933, as amended.