EXHIBIT 2.1

                       PLAN AND AGREEMENT OF DISTRIBUTION

             THIS PLAN AND AGREEMENT OF DISTRIBUTION (the "Agreement") is
        made as of the 15th day of December, 1997, between Thermo Optek
        Corporation, Inc., a Delaware corporation ("Optek"), and Thermo
        Vision Corporation, a Delaware corporation ("Vision").  

                                    RECITALS

             WHEREAS, Optek is the holder of approximately 6,783,800
        shares of Common Stock, $.01 par value per share, of Vision
        ("Vision Common Stock"), comprising 100% of the issued and
        outstanding shares of Vision Common Stock; and

             WHEREAS, Optek has contributed certain technology and
        certain assets to Vision and intends to make other arrangements
        to establish Vision as a separate enterprise for the purpose of
        engaging in the photonics business, including the design,
        manufacture and sale of optical components, imaging sensors and
        systems, lasers, optically based instruments, optoelectronics and
        fiber optics; and

             WHEREAS, it is the intention of Optek to distribute all of
        the issued and outstanding shares of Vision Common Stock held by
        Optek to the stockholders of Optek (the "Distribution"); and

             WHEREAS, Optek and Vision have determined that it is
        necessary and desirable to set forth the principal corporate
        transactions required to effect the Distribution and to set forth
        other agreements that will govern certain other matters following
        such Distribution.

             NOW, THEREFORE, in consideration of the mutual covenants and
        agreements made herein, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

             1.1  General.  As used in this Agreement and the Exhibits
        hereto, the following terms shall have the following meanings:

             Action:  any action, claim, suit, litigation, arbitration,
        inquiry, subpoena, discovery request, proceeding or investigation
        by or before any court or grand jury, any governmental or other
        regulatory or administrative agency or commission or any
        arbitration tribunal.

             Affiliate:  with respect to any specified person, a person
        that, directly or indirectly, through one or more intermediaries,
        controls, or is controlled by, or is under common control with,
        such specified person; provided, however, that Optek(and its
        subsidiaries) shall not be deemed to be Affiliates of Vision (and
        its subsidiaries), and vice versa, for purposes of this
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        Agreement.

             Agent:  American Stock Transfer & Trust Company, the
        distribution agent appointed by Optek to distribute the shares of
        Vision Common Stock in connection with the Distribution.

             Ancillary Agreements:  all of the agreements, instruments,
        understandings, assignments or other arrangements entered into in
        connection with the transactions contemplated hereby, including,
        without limitation, the Thermo Electron Corporate Charter, the
        Corporate Services Agreement, the Tax Allocation Agreement, the
        Master Guarantee Reimbursement Agreements, the Master Repurchase
        Agreement, the CID Supply Agreement and the Tax Matters
        Agreement.  

             CID:  Charge-injection device.

             CID Supply Agreement: the agreement between Optek and Vision
        pursuant to which Vision has agreed to supply Optek with and
        Optek has agreed to purchase from Vision, all of Optek's
        requirements for CID sensors for use in Optek's optical
        spectrometers.

             Code:  the Internal Revenue Code of 1986, as amended.

             Commission:  the Securities and Exchange Commission.

             Corporate Services Agreement:  the agreement between Thermo
        Electron and Vision providing for Thermo Electron's provision to
        Vision of various administrative services, including certain
        legal advice and services, risk management, employee benefit
        administration, tax advice and preparation of tax returns,
        centralized cash management and certain financial and other
        services.

             Distribution:  as defined in the Recitals.

             Distribution Date:  the date of effecting the Distribution,
        as determined by the Optek Board.

             Distribution Record Date:  the date determined by the Optek
        Board as of which the holders of Optek Common Stock and their
        respective stock holdings shall be determined for purposes of
        distributing Vision Common Stock to such Optek stockholders.

             Exchange Act:  the Securities Exchange Act of 1934, as
        amended.

             Form 10:  the Registration Statement on Form 10 to be filed
        by Vision with the Commission to effect the registration of the
        Vision Common Stock pursuant to the Exchange Act.

             Group:  the Optek Group or the Vision Group.
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             Indemnifiable Losses:  all losses, Liabilities, damages,
        claims, demands, judgments or settlements of any nature or kind,
        known or unknown, fixed, accrued, absolute or contingent,
        liquidated or unliquidated, including all reasonable costs and
        expenses (legal, accounting or otherwise as such costs are
        incurred) relating thereto, suffered (and not actually reimbursed
        by insurance proceeds) by an Indemnitee, including any reasonable
        costs or expenses of enforcing any indemnity hereunder.

             Indemnifying Party:  a Person who or which is obligated
        under this Agreement to provide indemnification.

             Indemnitee:  a Person who or which may seek indemnification
        under this Agreement.

             Information Statement:  the Information Statement,
        constituting a part of the Form 10, in the form to be distributed
        to the holders of Optek Common Stock as of the Distribution
        Record Date in connection with the Distribution, and as it may be
        amended or supplemented subsequent to such dissemination.

             Liabilities:  any and all debts, liabilities and
        obligations, absolute or contingent, mature or unmature,
        liquidated or unliquidated, accrued or unaccrued, known or
        unknown, whenever arising (unless otherwise specified in this
        Agreement), including all costs and expenses relating thereto,
        and those debts, liabilities and obligations arising under any
        law, rule, regulation, Action, threatened Action, order or
        consent decree of any governmental entity or any award of any
        arbitrator of any kind, and those arising under any contract,
        commitment or undertaking.

             Master Guarantee Reimbursement Agreements: (i) the agreement
        between Thermo Electron and Vision providing that Vision is
        required to reimburse Thermo Electron for any costs Thermo
        Electron incurs in the event that Thermo Electron is required to
        pay third parties pursuant to any guarantees Thermo Electron
        issues on Vision's behalf and (ii) the agreement between Thermo
        Instrument and Vision providing that Vision is required to
        reimburse Thermo Instrument for any costs Thermo Instrument
        incurs in the event that Thermo Instrument is required to pay
        Thermo Electron or any third party pursuant to any guarantees
        Thermo Instrument issues on Vision's behalf.

             Master Repurchase Agreement: the agreement between Thermo
        Electron and Vision pursuant to which Vision in effect lends cash
        to Thermo Electron, whichThermo Electron collateralizes with
        investments principally consisting of corporate notes, United
        States government-agency securities, money market funds,
        commercial paper and other marketable securities, in the amount
        of at least 103% of such obligation.

             Optek Board:  the Board of Directors of Optek.
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             Optek Business:  all of the businesses and operations
        conducted at any time, whether prior to, on or after the
        Distribution Date, by any member of the Optek Group, other than
        the Vision Business.

             Optek Common Stock:  the Common Stock, $.01 par value per
        share, of Optek.

             Optek Group:  Optek and the Optek Subsidiaries.

             Optek Indemnities:  Optek, each Affiliate of Optek and each
        of their respective Representatives and each of the heirs,
        executors, successors and assigns of any of the foregoing.

             Optek Subsidiaries:  all Subsidiaries of Optek, other than
        Vision and the Vision Subsidiaries.

             Person:  an individual, a partnership, a joint venture, a
        corporation, a limited liability company, a trust, an
        unincorporated organization or a government or any department or
        agency thereof.

             Representative:  with respect to any Person, any of such
        Person's directors, officers, employees, agents, consultants,
        advisors, accountants, attorneys and representatives.

             Securities Act:  the Securities Act of 1933, as amended.

             Subsidiary:  with respect to any specified Person, any
        corporation or other legal entity of which such Person or any of
        its Subsidiaries controls or owns, directly or indirectly, more
        than 50% of the stock or other equity interest entitled to vote
        on the election of members to the board of directors or similar
        governing body; provided, however, that for purposes of this
        Agreement, Vision and the Vision Subsidiaries shall not be deemed
        to be Subsidiaries of Optek or any of the Optek Subsidiaries.

             Tax Allocation Agreement:  the agreement between Thermo
        Electron and Vision providing the terms under which Vision will
        be included in Thermo Electron's consolidated Federal and state
        income tax returns.

             Tax Matters Agreement:  the Tax Matters Agreement between
        Optek and Vision, the proposed form of which is attached as
        Exhibit C, providing for, among other things, the allocation of
        certain liabilities with respect to federal, state and local
        income taxes and the procedures for filing returns with respect
        to such taxes.

             Thermo Electron:  Thermo Electron Corporation, a Delaware
        corporation and the ultimate parent corporation of Optek and
        Vision.

             Thermo Electron Corporate Charter:  the charter defining the
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        relationships, nature of cooperations and benefits and support to
        be shared among Thermo Electron and its subsidiaries.

             Third-Party Claim:  any claim, suit, arbitration, injury,
        proceeding or investigation by or before any court, any
        governmental or other regulatory or administrative agency or
        commission or any arbitration tribunal asserted by a Person who
        or which is neither a party hereto nor an Affiliate of a party
        hereto.

             Vision Assets:  all of the assets owned by any member of the
        Vision Group immediately prior to the Distribution Date,
        excluding items to be retained by any member of the Optek Group
        pursuant to the Ancillary Agreements.

             Vision Board:  the Board of Directors of Vision.

             Vision Business:  all of the businesses and operations
        conducted at any time, whether prior to, on or after the
        Distribution Date, by any member of the Vision Group.

             Vision Common Stock:  as defined in the Recitals.

             Vision Group:  Vision and the Vision Subsidiaries.

             Vision Indemnitees:  Vision, each Affiliate of Vision and
        each of their respective Representatives and each of the heirs,
        executors, successors and assigns of any of the foregoing.

                  Vision Subsidiary:  all Subsidiaries of Vision.
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                                   ARTICLE II

                        ACKNOWLEDGMENT OF MATERIAL FACTS

             2.1  Organization.  Optek and Vision acknowledge that each
        is duly organized, validly existing and in good standing under
        the laws of the State of Delaware, with requisite corporate power
        to own their respective properties and assets and to carry on
        their respective businesses as presently conducted or
        contemplated.  Optek is the owner of all (approximately
        6,783,800) of the issued and outstanding shares of Vision Common
        Stock.  

                                   ARTICLE III

                               PRELIMINARY ACTION

             3.1  Cooperation Prior to the Distribution.

                  (a)  Ancillary Agreements.  Optek and Vision shall use
        their respective best efforts to cause, on or before the
        Distribution Date, the execution and delivery by Optek and
        Vision, or their respective Affiliates, of the Ancillary
        Agreements and any other agreements, instruments or other
        documents deemed necessary or desirable by the applicable parties
        to establish and govern their post-Distribution relationships.

                  (b)  Form 10.  Optek and Vision have prepared, and
        Vision has filed with the Commission, the Form 10, which includes
        the Information Statement, setting forth appropriate disclosure
        concerning Vision, the Distribution and any other appropriate
        matters required to be stated therein.  Optek and Vision shall
        use their respective reasonable efforts to cause the Form 10 to
        become effective under the Exchange Act, and thereafter Optek or
        its agent shall promptly mail the Information Statement to all of
        the appropriate holders of Optek Common Stock.

                  (c)  Listing.  Optek and Vision shall prepare, and
        Vision shall file and pursue, an application to effect the
        listing of the Vision Common Stock on the American Stock
        Exchange.

                  (d)  Charter Transfer Restriction.  Vision shall
        prepare and file with the office of the Secretary of State of the
        State of Delaware an amendment to Vision's Certificate of
        Incorporation, as amended (the "Charter Amendment"), that
        prohibits the sale, transfer or other disposition of the shares
        of Vision Common Stock to be distributed in the Distribution
        (other than the sale of fractional shares by the Agent), until
        the sooner to occur of (i) 60 days following the pricing of
        Vision's proposed initial underwritten public offering of Vision
        Common Stock (the "IPO") or (ii) March 1, 1998 (the "Charter
        Transfer Restriction").
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             3.2  Consents.  Each party hereto understands and agrees
        that no party hereto is, in this Agreement or in any other
        agreement or document contemplated by this Agreement or
        otherwise, representing or warranting in any way that the
        obtaining of any consents or approvals, the execution and
        delivery of any agreements or the making of any filings or
        applications contemplated by this Agreement will satisfy the
        provisions of any or all applicable agreements or the
        requirements of any or all applicable laws or judgments except as
        expressly represented, warranted or covenanted herein or in the
        Ancillary Agreements.  Notwithstanding the foregoing, the parties
        shall use reasonable efforts to obtain all consents and
        approvals, to enter into all agreements and to make all filings
        and applications which may be required for the consummation of
        the transactions contemplated by this Agreement, including,
        without limitation, all applicable regulatory filings or consents
        under federal or state laws and all necessary consents,
        approvals, agreements, filings and applications.

                                   ARTICLE IV

                                THE DISTRIBUTION

             4.1  The Distribution.

                  (a)  Prior to the Distribution Date, Optek shall
        deliver to Vision the certificates for the approximate 6,783,800
        shares of Vision Common Stock owned by Optek, and Vision shall
        cancel such certificates.  In exchange therefor, and upon receipt
        from the Agent of a certificate as to the number of shares of
        Optek Common Stock outstanding as of the Distribution Record
        Date, Vision shall deliver to the Agent on the Distribution Date
        on behalf of Optek and for the benefit of the holders of record
        of Optek Common Stock as of the Distribution Record Date, an
        omnibus stock certificate representing in the aggregate 14 shares
        of Vision Common Stock for every 100 shares of Optek Common Stock
        outstanding as of the Distribution Record Date. Effective as of
        9:00 a.m., Boston Time, on the date of the delivery of such
        omnibus stock certificate to the Agent, ownership of the Vision
        Common Stock held by Optek shall pass to Optek's stockholders.
        Optek shall instruct the Agent to distribute, beginning on or
        promptly following the Distribution Date, to such holders of
        Optek Common Stock on the Distribution Record Date, certificates
        representing 14 shares of Vision Common Stock for every 100
        shares of Optek Common Stock outstanding as of the Distribution
        Record Date.  Vision agrees to provide to the Agent sufficient
        certificates in such denominations as the Agent may request in
        order to effect the Distribution.  All of the shares of Vision
        Common Stock issued in the Distribution shall be fully paid,
        nonassessable and free of preemptive rights.  In addition, all
        such shares (other than fractional shares sold by the Agent in
        accordance with Section 4.1(b) below) shall be subject to the
        Charter Transfer Restriction.  Holders of Optek Common Stock
        shall not be required to pay cash or other consideration for the
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        Vision Common Stock received in the Distribution.

                  (b)  No fractional shares of Vision Common Stock will
        be received by Optek stockholders.  Fractional shares, if any,
        will be aggregated and sold, on behalf of the stockholders
        entitled to receive such shares, by the Agent.  The Agent will
        use the net proceeds from the sale of fractional shares to make
        cash payments to those stockholders otherwise entitled to receive
        fractional shares in proportion to their respective interests in
        such fractional shares.

                  (c)  The Distribution shall not be effected unless
        immediately thereafter the IPO is consummated.

             4.2  Optek Board Action.

                  (a)  The Optek Board shall establish in its sole
        discretion and in accordance with all applicable rules of the
        American Stock Exchange, the Distribution Record Date, the
        Distribution Date, the date on which certificates representing
        Vision Common Stock shall be mailed to holders of Optek Common
        Stock and all appropriate procedures in connection with the
        Distribution.

                  (b)  In its sole discretion for any reason, the Optek
        Board may rescind the declaration of the Distribution, and after
        the declaration and until the Distribution Date, the Optek Board
        may postpone, withdraw, cancel or abandon the Distribution for
        any reason and simultaneously terminate this Agreement and the
        Ancillary Agreements.

                                    ARTICLE V

                    SURVIVAL, ASSUMPTION AND INDEMNIFICATION

             5.1  Survival of Agreements.  All covenants and agreements
        of the parties hereto contained in this Agreement shall survive
        the Distribution Date.

             5.2  Assumption and Indemnification.  (a) Except as
        specifically otherwise provided in the Ancillary Agreements,
        Optek shall indemnify, defend and hold harmless the Vision
        Indemnitees from and against (1) all Indemnifiable Losses arising
        from or relating to the Optek Business, whether such
        Indemnifiable Losses relate to events, occurrences or
        circumstances occurring or existing, or whether such
        Indemnifiable Losses are asserted, before or after the
        Distribution Date; (2) all Indemnifiable Losses incurred by
        Vision as a consequence of any misstatement or omission of a
        material fact with respect to Optek based on information supplied
        by Optek in any documents or filings prepared for purposes of
        compliance or qualification under applicable securities laws in
        connection with the Distribution, and related transactions,
        including without limitation, the Information Statement and the
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        Form 10; and (3) all Indemnifiable Losses arising from any breach
        of or failure toperform any obligation on the part of any member
        of Optek Group contained in this Agreement or any of the
        Ancillary Agreements.  

                  (b)  Except as specifically otherwise provided in the
        Ancillary Agreements, Vision shall indemnify, defend and hold
        harmless the Optek Indemnitees from and against (1) all
        Indemnifiable Losses arising from or relating to the Vision
        Business, whether such Indemnifiable Losses relate to events,
        occurrences or circumstances occurring or existing, or whether
        such Indemnifiable Losses are asserted, before or after the
        Distribution Date; (2) all Indemnifiable Losses incurred by Optek
        as a consequence of any misstatement or omission of a material
        fact with respect to Vision based on information supplied by
        Vision in any documents or filings prepared for purposes of
        compliance or qualification under applicable securities laws in
        connection with the Distribution and related transactions,
        including without limitation, the Information Statement and the
        Form 10; and (3) all Indemnifiable Losses arising from any breach
        of or failure to perform any obligation on the part of any member
        of the Vision Group contained in this Agreement or any of the
        Ancillary Agreements.

                  (c)  If any Indemnifiable Loss arises from or relates
        to both the Optek Business and the Vision Business, Optek shall
        indemnify the Vision Indemnitees against any portion of such
        Indemnifiable Loss that pertains more directly to the Optek
        Business than to the Vision Business, and Vision shall indemnify
        the Optek Indemnitees against any portion of such Indemnifiable
        Loss that pertains more directly to the Vision Business than to
        the Optek Business.

                  (d)  Notwithstanding anything to the contrary set forth
        herein, indemnification relating to any arrangements between any
        member of the Optek Group and any member of the Vision Group (or
        any unit of the Vision Business) for the provision after the
        Distribution of goods and services in the ordinary course shall
        be governed by the terms of such arrangements and not by this
        Section.

             5.3  Procedures for Indemnification for Third-Party Claims.
        (a) Vision shall, and shall cause the other Vision Indemnitees
        to, notify Optek in writing promptly after learning of any
        Third-Party Claim for which any Vision Indemnitee intends to seek
        indemnification from Optek under this Agreement.  Optek shall,
        and shall cause the other Optek Indemnitees to, notify Vision in
        writing promptly after learning of any Third-Party Claim for
        which any Optek Indemnitee intends to seek indemnification from
        Vision under this Agreement.  The failure of any Indemnitee to
        give such notice shall not relieve any Indemnifying Party of its
        obligations under this Article V except to the extent that such
        Indemnifying Party or its Affiliate is actually prejudiced by
        such failure to give notice.  Such notice shall describe such
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        Third-Party Claim in reasonable detail considering the 
        information provided to the Indemnitee.

                  (b)  Except as otherwise provided in subsection (c) of
        this Section, an Indemnifying Party may, by notice to the
        Indemnitee and to Vision, if Optek is the Indemnifying Party, or
        to Optek, if Vision is the Indemnifying Party, at any time after
        receipt by such Indemnifying Party of such Indemnitee's notice of
        a Third-Party Claim, undertake (itself or through another member
        of its Group) the defense or settlement of such Third-Party
        Claim.  If an Indemnifying Party undertakes the defense of any
        Third-Party Claim, such Indemnifying Party shall thereby admit
        its obligation to indemnify the Indemnitee against such
        Third-Party Claim, and such Indemnifying Party shall control the
        investigation and defense or settlement thereof, except that such
        Indemnifying Party shall not require any Indemnitee, without its
        prior written consent, to take or refrain from taking any action
        in connection with such Third-Party Claim, or make any public
        statement, which such Indemnitee reasonably considers to be
        against its interest, nor shall the Indemnifying Party, without
        the prior written consent of the Indemnitee and of Vision, if the
        Indemnitee is a Vision Indemnitee, or of Optek, if the Indemnitee
        is an Optek Indemnitee, consent to any settlement that does not
        include as a part thereof an unconditional release of the
        Indemnitees from liability with respect to such Third-Party Claim
        or that requires the Indemnitee or any of its Representatives or
        Affiliates to make any payment that is not fully indemnified
        under this Agreement or to submit to any non-monetary remedy; and
        subject to the Indemnifying Party's control rights, as specified
        herein, the Indemnitees may participate in such investigation and
        defense, at their own expense.

                  (c)  With respect to any Third-Party Claim, if there is
        a material conflict of interest between the Indemnifying Party
        and the Indemnitees involved, neither the Indemnifying Party nor
        the Indemnitees shall be entitled to control the defense or
        settlement thereof.  If an Indemnitee notifies an Indemnifying
        Party of Third-Party Claim pursuant to this Article V, and the
        Indemnifying Party does not take control of the defense or
        settlement thereof, or prior to the time that it does so take
        control, neither the Indemnifying Party nor the Indemnitees shall
        be entitled to control the defense or settlement thereof.  In any
        such event, the Indemnifying Parties and the Indemnitees involved
        shall each be entitled to conduct their own investigation and
        defense, but the parties shall cooperate to conduct such
        investigation and defense as efficiently as possible.  No
        Indemnitee may compromise or settle any Third-Party Claim
        described in this subsection as to which indemnification from an
        Indemnifying Party has or will be sought under this Agreement
        without the prior written consent of such Indemnifying Party.

                  (d)  If an Indemnifying Party is required to indemnify
        any Indemnitees with respect to a Third-Party Claim described in
        subsection (c) of this Section 5.3, such Indemnifying Party shall
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        pay the reasonable attorneys' fees and expenses of one law firm 
        representing the Indemnitees involved in each jurisdiction with
        respect thereto.

                  (e)  Vision shall, and shall cause the other Vision
        Indemnitees to, and Optek shall, and shall cause the other Optek
        Indemnitees to, make available to each other, their counsel and
        other Representatives, all information and documents reasonably
        available to them which relate to any Third-Party Claim, and
        otherwise cooperate as may reasonably be required in connection
        with the investigation, defense and settlement thereof.

             5.4  Remedies Cumulative.  The remedies provided in this
        Article VI shall be cumulative and shall not preclude assertion
        by any Indemnitee of any other rights or the seeking of any other
        remedies against any Indemnifying Party.  However, the procedures
        set forth in Section 5.3 shall be the exclusive procedures
        governing any indemnity action brought under this Agreement or
        otherwise and relating to a Third-Party Claim, except as
        otherwise specifically provided in any of the Ancillary
        Agreements.

                                   ARTICLE VI

                              ADDITIONAL ASSURANCES

             6.1  Mutual Assurances.  Optek and Vision agree to cooperate
        with respect to the implementation of this Agreement and the
        Ancillary Agreements and to execute such further documents and
        instruments as may be necessary to confirm the transactions
        contemplated hereby.  Such cooperation may include joint meetings
        with corporate partners, suppliers, customers and others to
        assure the orderly transition of the business and assets
        contemplated hereby; provided, however, that nothing herein shall
        be deemed to obligate either Optek or Vision to take any action
        or reach any understandings which may violate any applicable
        laws.  Optek and Vision agree that they will not take any action
        inconsistent with the facts and representations set forth in the
        "no-action letter" request filed with the Commission in
        connection with the Distribution and will use their best efforts
        to cause such facts to remain true and correct and, if either
        Optek or Vision shall take any such inconsistent action, or fail
        to use such best efforts, it will indemnify the other party for
        any expense or Liability incurred as a consequence thereof.
        Optek and Vision also agree that the Distribution is intended to
        qualify under Section 355 of the Code, and that the
        characterization of the transactions contemplated hereunder for
        tax purposes and the liability of the parties for taxes shall be
        governed by the Tax Matters Agreement.  Except as otherwise
        specifically provided herein or as agreed between the parties
        from time to time, Optek and Vision shall bear their own expenses
        associated with the Distribution.  

                                   ARTICLE VII
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                   CONDITIONS TO EFFECTIVENESS OF DISTRIBUTION

             The Distribution shall be subject to the implementation of
        the portions of this Agreement which are contemplated to become
        effective prior to the Distribution and to the satisfaction or
        waiver of the following conditions: 

             7.1  Board Approval.  This Agreement and the Ancillary
        Agreements (including exhibits and schedules) shall have been
        approved by the Optek Board and the Vision Board and shall have
        been executed and delivered by appropriate officers of Optek and
        Vision.

             7.2  Securities Laws Compliance.  The transactions
        contemplated hereby shall be in compliance with applicable
        federal and state securities laws.

             7.3  Form 10 Effective.  The Form 10 shall have become
        effective under the Exchange Act.

             7.4  Consents.  Optek shall have received such consents, and
        shall have received executed copies of such agreements or
        amendments of agreements, as it shall deem necessary in
        connection with the completion of the transaction contemplated by
        this Agreement.

             7.5  Charter Amendment.  The Charter Amendment containing
        the Charter Transfer Restriction shall have been filed with the
        office of the Secretary of State of the State of Delaware and
        shall have become effective under Delaware law.

             7.6  Other Instruments.  All action and other documents and
        instruments deemed necessary or advisable in connection with the
        transactions contemplated hereby shall have been taken or
        executed, as the case may be, in form and substance satisfactory
        to Optek and Vision.

             7.7  Legal Proceedings.  No legal proceedings affecting or
        arising out of the transactions contemplated hereby or which
        could otherwise affect Optek or Vision in a materially adverse
        manner shall have been commenced or threatened against Optek,
        Vision or the directors or officers of either Optek or Vision.

             7.8  Material Changes.  No material adverse change shall
        have occurred with respect to Optek or Vision, the securities
        markets or general economic or financial conditions which shall,
        in the reasonable judgment of Optek and Vision, make the
        transactions contemplated by this Agreement inadvisable.

                                  ARTICLE VIII

                       ACCESS TO INFORMATION AND SERVICES
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             8.1  Provision of Corporate Records.  Upon Vision's request,
        Optek shall arrange as soon as practicable following the
        Distribution Date for the delivery to Vision of existing
        corporate records in the possession of Optek relating to the
        business and assets to be transferred to Vision, together with
        all active agreements and any active litigation files relating to
        the business, except to the extent such items are already in the
        possession of Vision.  Such records shall be the property of
        Vision but shall be available to Optek for review and duplication
        until Optek shall notify Vision in writing that such records are
        no longer of use to Optek.

             8.2  Access to Information.  From and after the Distribution
        Date, Optek shall afford to Vision and its authorized
        accountants, counsel and other designated representatives
        reasonable access (including using reasonable efforts to give
        access to persons or firms possessing information) and
        duplicating rights during normal business hours to all records,
        books, contracts, instruments, computer data and other data and
        information (collectively, "Information") within Optek's
        possession relating to Vision's business, insofar as such access
        is reasonably required by Vision.  Vision shall afford to Optek
        and its authorized accountants, counsel and other designated
        representatives reasonable access (including using reasonable
        efforts to give access to persons or firms possessing
        Information) and duplicating rights during normal business hours
        to Information within Vision's possession relating to Optek's
        business as constituted after the Distribution, insofar as such
        access is reasonably required by Optek.  Information may be
        requested under this Article VIII for, without limitation, audit,
        accounting, claims, litigation and tax purposes, as well as for
        purposes of fulfilling disclosure and reporting obligations and
        for performing the transactions contemplated in this Agreement
        and the Ancillary Agreements.

             8.3  Production of Witnesses.  At all times from and after
        the Distribution Date, each of Optek and Vision shall use
        reasonable efforts to make available to the other, upon written
        request, its officers, directors, employees and agents as
        witnesses to the extent that such persons may reasonably be
        required in connection with legal, administrative or other
        proceedings in which the requesting party may from time to time
        be involved.  

             8.4  Reimbursement.  Except to the extent otherwise
        contemplated by any Ancillary Agreement, a party providing
        Information to the other party under this Article VIII shall be
        entitled to receive from the recipient, upon the presentation of
        invoices therefor, payments for such amounts, relating to
        supplies, disbursements and other out-of-pocket expenses, as may
        be reasonably incurred in providing such Information.  

             8.5  Retention of Records.  For a period of seven (7) years
        following the Distribution Date, each of Optek and Vision shall
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<PAGE>
        retain all Information relating to the other, except as otherwise
        required by law or set forth in an Ancillary Agreement or except
        to the extent that such Information is in the public domain or in
        the possession of the other party; provided, that, after the
        expiration of such retention period, such Information shall not
        be destroyed or otherwise disposed of at any time, unless, prior
        to such destruction or disposal, (i) the party proposing to
        destroy or otherwise dispose of such Information shall provide no
        less than ninety (90) days' prior written notice to the other,
        specifying in reasonable detail the Information proposed to be
        destroyed or disposed of and (ii) if a recipient of such notice
        shall request in writing prior to the scheduled date for such
        destruction or disposal that any of the Information proposed to
        be destroyed or disposed of be delivered to such requesting
        party, the party proposing the destruction or disposal shall
        promptly arrange for the delivery of such of the Information as
        was requested, at the expense of the party requesting such
        Information.  

             8.6  Confidentiality.  Subject to any contrary requirement
        of law and the right of each party to enforce its rights
        hereunder in any legal action, each party shall keep strictly
        confidential, and shall cause its employees and agents to keep
        strictly confidential, any Information of or concerning the other
        party which it or any of its agents or employees may acquire
        pursuant to, or in the course of performing its obligations
        under, any provisions of this Agreement or any Ancillary
        Agreement; provided, however, that such obligation to maintain
        confidentiality shall not apply to Information which: (i) at the
        time of disclosure was in the public domain, not as a result of
        improper acts by the receiving party; (ii) was already
        independently in the possession of the receiving party at the
        time of disclosure; or (iii) is received by the receiving party
        from a third party who did not receive such Information from the
        disclosing party under an obligation of confidentiality.

                                   ARTICLE IX

                                    COVENANTS

             9.1  Listing.  Vision hereby agrees to use its reasonable
        efforts to effect and maintain the listing of the Vision Common
        Stock on the American Stock Exchange.

             9.2  Ancillary Agreements.  The parties agree that they
        shall comply with and provide all services and take any and all
        actions required to be provided or taken by the terms of any and
        all of the Ancillary Agreements following the Distribution.

                                    ARTICLE X

                        NO REPRESENTATIONS OR WARRANTIES

             10.1 No Representations or Warranties.  Vision acknowledges
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        that, prior to the date of this Agreement, it has had primary 
        responsibility for the operation and management of the Vision
        Business and Optek acknowledges that, prior to the date of this
        Agreement, it has had primary responsibility for the operation
        and management of the Optek Business. Vision understands and
        agrees that no member of the Optek Group is, in this Agreement or
        in any other agreement or document, representing or warranting to
        Vision or any member of the Vision Group in any way as to the
        Vision Assets, the Vision Business or the Liabilities of the
        Vision Group or as to any consents or approvals required in
        connection with the consummation of the transactions contemplated
        by this Agreement, it being agreed and understood that Vision and
        each member of the Vision group shall bear the economic and legal
        risk that conveyances of the Vision Assets shall prove to be
        insufficient, that the title of any member of the Vision group to
        any Vision Assets shall be other than good and marketable and
        free from encumbrances or that results from the failure of Vision
        or any member of the Vision Group to obtain any consents or
        approvals relating to the Vision Business required in connection
        with the consummation of the transactions contemplated by this
        Agreement. 

                                   ARTICLE XI

                                  MISCELLANEOUS

             11.1 Governing Law.  This Agreement shall be governed by the
        laws of the State of Delaware.  

             11.2 Construction.  Each provision of this Agreement shall
        be interpreted in a manner to be effective and valid to the
        fullest extent permissible under applicable law.  The invalidity
        or unenforceability of any particular provision of this Agreement
        shall not affect the other provisions of this Agreement which
        shall remain in full force and effect.

             11.3 Counterparts.  This Agreement may be executed in
        counterparts, all of which shall be considered one and the same
        agreement.

             11.4 Exhibits.  Exhibits to this Agreement shall be deemed
        to be an integral part hereof, and schedules or exhibits to such
        Exhibits shall be deemed to be an integral part thereof.  Except
        as otherwise specifically provided therein, all provisions of
        this Article XI shall apply to each agreement constituting an
        Ancillary Agreement or to which reference is made herein.

             11.5 Amendments; Waivers.  This Agreement may be amended or
        modified only in writing executed on behalf of Optek and Vision.
        No waiver shall operate to waive any further or future act and no
        failure to object of forbearance shall operate as a waiver.

             11.6 Notices.  All notices, requests, demands and other
        communications under this Agreement shall be in writing and shall
        be deemed to have been duly given (i) on the date of service if
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        served personally on the party to whom notice is given, (ii) on 
        the day of transmission if sent via facsimile transmission to the
        facsimile number given below, provided telephonic confirmation of
        receipt is obtained promptly after completion of transmission,
        (iii) on the business day after delivery to an overnight courier
        service or the Express mail service maintained by the United
        States Postal Service, provided receipt of delivery has been
        confirmed, or (iv) on the fifth day after mailing, if mailed by
        registered or certified mail, postage prepaid, properly addressed
        and return-receipt requested, in all cases to the parties as
        follows:  


                       Thermo Optek Corporation
                       8E Forge Parkway
                       Franklin, MA  02038
                       Attention:  Chief Executive Officer
                       Telephone:     (508) 528-0551
                       Telecopier:    (508) 541-0551

                  or to:

                       Thermo Vision Corporation
                       8E Forge Parkway
                       Franklin, MA  02038
                       Attention:  Chief Executive Officer
                       Telephone:     (508) 553-1689
                       Telecopier:    (508) 553-1742

                       11.7 Successors and Assigns.  This Agreement and
        any of the rights and obligations of each party hereunder shall
        not be assigned, in whole or in part, without the prior written
        consent of the other party, which consent shall not be
        unreasonably withheld, provided that either party may sell,
        assign, transfer, delegate or otherwise dispose of its rights and
        obligations hereunder in connection with its merger or
        consolidation or the sale of substantially all of its assets.
        This Agreement shall be binding upon the parties and their
        respective successors and assigns to the extent such assignments
        are in accordance with this Section 11.7.

             11.8 Interpretation.  The Article and Section headings
        contained in this Agreement are solely for the purpose of
        reference, are not part of the agreement of the parties and shall
        not in any way affect the meaning or interpretation of
        thisAgreement.  As used in this Agreement, the term "person"
        shall mean and include an individual, a partnership, a joint
        venture, a corporation, a trust, an unincorporated organization
        and a government or any department or agency thereof.  Whenever
        any words are used herein in the masculine gender, they shall be
        construed as though they were also used in the feminine gender in
        all cases where they would so apply.

             11.9 Successors and Assigns; No Third-Party Beneficiaries.
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        This Agreement and all of the provisions hereof shall be binding
        upon and inure to the benefit of the parties hereto and their 
        successors and permitted assigns, but neither this Agreement nor
        any of the rights, interests and obligations hereunder shall be
        assigned by any party hereto without the prior written consent of
        the other party.  Except for the provisions of Sections 5.2 and
        5.3 relating to Indemnitees, which are also for the benefit of
        the Indemnitees, this Agreement is solely for the benefit of the
        parties hereto and their Subsidiaries and Affiliates and is not
        intended to confer upon any other Persons any rights or remedies
        hereunder.





             IN WITNESS WHEREOF, the parties have executed this Agreement
        as of the date first written above.


                                      THERMO OPTEK CORPORATION


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



                                      THERMO VISION CORPORATION


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