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EXHIBIT 10.3
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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is effective as of
the 7th day of July, 1997, between PACIFIC SCIENTIFIC COMPANY, a
California corporation (the "Company"), and WINSTON E. HICKMAN
(the "Executive").

In consideration of the promises and covenants set forth below,
the parties hereto agree as follows:  

1.   EMPLOYMENT

The Company hereby agrees to employ Executive, and Executive
hereby agrees to accept such employment with the Company, on the
terms and conditions set forth herein.

2.   TERM

The employment of Executive by the Company as provided in this
Agreement will commence on July 7, 1997 (the "Start Date"), and
end on December 31, 2000, unless further extended or sooner
terminated as hereinafter provided.  On October 1, 2000, and on
October 1 of each year thereafter (each an "Extension Date"),
the term of Executive's employment hereunder shall automatically
be extended for one additional year unless, prior to such
Extension Date, either party delivers written notice to the
other party that the term of Executive's employment hereunder
will not be extended or that Executive's employment is otherwise
terminated pursuant to the terms of this Agreement.

3.   POSITION AND DUTIES

Executive shall serve as Senior Vice President and Chief
Financial Officer of the Company, or such other position or
positions as may be agreed upon by Executive and the Company. 
Executive shall at all times perform his duties and obligations
faithfully and diligently and shall devote all his business
time, attention and efforts exclusively to the business of the
Company.  Executive shall industriously perform his duties under
the supervision of and report to the Chief Executive Officer of
the Company and shall accept and comply with all directions from
and all policies established from time to time by the Chief
Executive Officer and the Board of Directors of the Company. 
Executive's primary duties shall include, without limitation,
responsibility for the financial reporting and affairs of the
Company and such other duties as may from time to time be
prescribed by the Chief Executive Officer of the Company. 
Executive shall promote the trade and business of the Company to
the best of his ability and shall adhere to the Company's
policies and procedures applicable to the Company's employees
generally.
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Executive shall not directly or indirectly render any services
of a business, commercial or professional nature to any other
person, entity or organization, whether for compensation or
otherwise, without the prior consent of the Company's Chief
Executive Officer; provided, however, that the foregoing shall
not preclude Executive from (i) serving on boards of trade
associations and/or charitable organizations (subject to
reasonable approval of the Chief Executive Officer of the
Company) and (ii) engaging in charitable activities and
community affairs, provided that such activities and
directorships do not interfere with the proper performance of
Executive's duties and responsibilities hereunder.

4.   PLACE OF PERFORMANCE

In connection with Executive's employment by the Company and
except for required travel on Company business, Executive shall
be based at the principal executive offices of the Company.

5.   COMPENSATION AND RELATED MATTERS

(a)   Salary.  During the term of Executive's employment
hereunder, the Company shall pay to Executive a salary of
$186,000 per annum, subject to increase (but not decrease) in
the sole discretion of Board of Directors based on performance
and salary reviews of Executive in accordance with Company
policy.  Such salary shall be paid in equal semi-monthly
installments (or such shorter intervals as the Company may
elect) and shall accrue from day to day.  Executive's salary
shall be subject to annual review by the Company's Board of
Directors or its Compensation Committee.

(b)   Performance Bonus.  During the term of Executive's
employment hereunder, Executive shall be eligible for an annual
bonus (which bonus may be pursuant to the Company's Management
Incentive Plan) based on Executive's performance, which bonus
shall be payable within ninety days after the end of each
Company fiscal year.  The amount of such bonus, if any, shall be
determined by the Chief Executive Officer by evaluating
Executive's performance against certain goals and objectives
(whether quantifiable, subjective or both) established by the
Chief  Executive Officer after consultation with Executive prior
to the end of the first quarter of each fiscal year, except that
for the 1997 fiscal year, the goals and objectives are to be
established prior to the end of the third quarter of 1997.  The
full "target" amount of such bonus for accomplishing the goals
and objectives shall be 35% of Executive's then current base
salary as set forth in Section 5(a).  In the case of the 1997
fiscal year, Executive's bonus shall be prorated for the actual
number of days worked by Executive in 1997.  

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(c)   Vacations.  During the term of Executive's employment
hereunder, Executive shall be entitled to four weeks of vacation
in each calendar year, and to compensation with respect to
earned but unused vacation days determined in accordance with
the Company's vacation policy.

(d)   Expenses.  During the term of Executive's employment
hereunder, Executive shall be entitled to receive reimbursement
for all reasonable out-of-pocket travel and other expenses
(excluding ordinary commuting expenses) incurred by Executive in
performing Executive's services hereunder, provided that:

(i)   Each such expenditure is of a nature qualifying it as a
proper business expenditure of the Company and is approved by
the Company; and

(ii)   Executive furnishes to the Company adequate documentary
evidence for the substantiation of such expenditures and
Executive otherwise complies with Company policies with respect
to expense reimbursement.

(e)   Stock Option.  Executive acknowledges that, as additional
compensation for Executive's employment hereunder, Executive
will be granted a nonstatutory stock option (the "Stock Option")
to acquire 50,000 of the Company's common stock pursuant to the
Nonstatutory Stock Option Agreement attached hereto as Exhibit
A.  Executive's right to exercise the Stock Option shall be
governed by the terms of the Nonstatutory Stock Option
Agreement.

The Company agrees to (i) file with the Securities and Exchange
Commission a Registration Statement on Form S-8 for the purpose
of registering under the Securities Act in 1933 the shares of
common stock underlying the Stock Option, and (b) file with the
New York Stock Exchange, Inc. a Supplemental Listing Application
for the purpose of listing the shares of common stock subject to
the Stock Option on the New York Stock Exchange.

Executive may, from time to time, be eligible to receive
additional options as determined in the sole discretion of the
Company's Board of Directors and the Compensation Committee of
the Board of Directors.

(f)   Medical Insurance and Other Benefits.  During the term of
Executive's employment hereunder, Executive will be entitled to
participate in any medical, dental and disability insurance
plans, life insurance plans, retirement plans and other employee
welfare and benefit plans or programs made available to the
Company's senior-level executives or its employees generally, as
such plans and programs may be in effect from time to time.

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6.   TERMINATION

(a)   Agreement Terminable at Will.  Notwithstanding anything
herein to the contrary, this Agreement and Executive's
employment with the Company are terminable at will by the
Company for any reason, with or without prior notice or cause;
provided that Executive's entitlement to payments and benefits
following such termination will depend on the type of
termination and shall be governed by the other provisions of
this Section 6.

(b)   Termination for Cause

(1)   The Company may at any time upon notice to Executive
terminate this Agreement and Executive's employment hereunder
for "Cause" pursuant to the provisions of this Section 6(b). 
Executive shall be given notice by the Chief Executive Officer
of his intention to terminate Executive for Cause, and the
Company shall give Executive an opportunity to address, at the
Company's option, the Board of Directors or a committee of one
or more directors regarding the grounds on which the proposed
termination for Cause is based.

For purposes of this Agreement, the Company shall have "Cause"
to terminate Executive's employment hereunder upon:  

(A)   The breach by Executive of any material provision or
covenant of this Agreement; or

(B)   Executive's failure to perform or the gross negligence in
the performance of Executive's material duties hereunder (and if
such failure or gross negligence is susceptible to cure by
Executive, the failure to effect such cure by Executive within
thirty (30) days after written notice of such failure or gross
negligence is given to Executive); or

(C)   Executive's engagement in an act of dishonesty or
falsification or any transaction involving a material conflict
of interest which was not disclosed to and approved by the
Company's Board of Directors; or

(D)   Except as permitted hereunder, Executive's unexplained
absences from the Company; or

(E)   Executive's use of alcohol, which use interferes with the
performance of Executive's duties hereunder, or Executive's use
of illegal narcotics; or

(F)   Executive's indictment for a crime of theft, embezzlement,
fraud, misappropriation of funds or other alleged act of
dishonesty by Executive, or Executive's indictment for any other
felony or other crime involving moral turpitude; or

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(G)   Executive's engagement in discrimination or harassment on
any statutorily prohibited basis; or

(H)   Executive's engagement in any violation of law relating to
Executive's employment by the Company or violation by Executive
of Executive's duty of loyalty to the Company.

(2)   If this Agreement is terminated by the Company for Cause
pursuant to this Section 6(b), the Company shall have no further
obligation or liability to Executive, except that Executive
shall be entitled to receive only (i) the portion of Executive's
salary as set forth in Section 5(a) which has been earned up to
the Date of Termination, (ii) compensation for any accrued and
unused vacation up to the Date of Termination, and (iii) reim-
bursement, pursuant to Section 5(d) for business expenses
incurred up to the Date of Termination (collectively, the
"Minimum Payments").

(c)   Death

(1)   This Agreement and Executive's employment hereunder shall
terminate automatically upon Executive's death.

(2)   If this Agreement is terminated because of Executive's
death pursuant to this Section 6(c), the Company shall have no
further obligation or liability to Executive, except that
Executive shall be entitled to receive only (i) the Minimum
Payments, and (ii) any life insurance proceeds Executive is
otherwise entitled to under any applicable life insurance in
effect on the Date of Termination.

(d)   Disability

(1)   If Executive becomes disabled during Executive's
employment hereunder, this Agreement and Executive's employment
hereunder shall terminate on the date of determination by the
Company of such disability. As used herein, "disability" shall
mean any condition that qualifies as a disability under the
Company's long-term disability plan as in effect on the date of
determination or which renders Executive incapable of performing
substantially all of his managerial and executive services
hereunder for ninety (90) days or more in the aggregate during
any calendar year, and which at any time after such ninety (90)
days the Company shall determine continues to render Executive
incapable of performing his managerial and executive services
hereunder.

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(2)   If this Agreement is terminated because of Executive's
disability pursuant to this Section 6(d), the Company shall have
no further obligation or liability to Executive, except that
Executive shall be entitled to receive only (i) the Minimum
Payments, and (ii) any benefits to which Executive is entitled
under the Company's long-term disability plan as in effect on
the Date of Termination.

(e)   Termination Other Than for Cause, Death or Disability

(1)   The Company shall, for any reason, be entitled to
terminate this Agreement and Executive's employment hereunder at
any time without Cause and other than on account of Executive's
death or disability pursuant to this Section 6(e).

(2)   If this Agreement is terminated by the Company pursuant to
this Section 6(e), the Company shall have no further obligation
or liability to Executive, except that Executive shall be
entitled to receive only (i) the Minimum Payments, and (ii) a
severance payment of, at the option of Executive, either (A)
twelve (12) months of Executive's then current salary as set
forth in Section 5(a) payable in a lump sum within thirty (30)
days after the Date of Termination or as otherwise mutually
agreed to by the parties, or (B) twelve months of Executive's
then current salary as set forth in Section 5(a) payable in
semi-monthly installments over a twelve month period after the
Date of Termination.

(f)   Resignation for Good Reason

(1)   Executive shall be entitled to terminate this Agreement
and Executive's employment hereunder at any time for Good Reason
pursuant to the provisions of this Section 6(f).

For purposes of this Agreement, Executive shall have "Good
Reason" to terminate Executive's employment hereunder if,
without Executive's express consent, the Company substantially
reduces Executive's duties and responsibilities such that it
results in a material adverse reduction in Executive's position,
authority or responsibilities, and the Company fails to cure
such reduction in duties and responsibilities within twenty (20)
days after written notice specifying the particular acts
objected to and the specific cure requested is given to the
Company by Executive.

(2)   If this Agreement is terminated by Executive for Good
Reason pursuant to this Section 6(f), the Company shall have no
further obligation or liability to Executive, except that
Executive shall be entitled to receive only (i) the Minimum
Payments, and (ii) a severance of, at the option of Executive,
either (A) twelve (12) months of Executive's then current salary
as set forth in Section 5(a) payable in a lump sum within thirty

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(30) days after the Date of Termination or as otherwise mutually
agreed to by the parties, or (B) twelve months of Executive's
then current salary as set forth in Section 5(a) payable in
semi-monthly installments over a twelve month period after the
Date of Termination.

(g)   Resignation without Good Reason

(1)   Executive shall be entitled to terminate this Agreement
and Executive's employment hereunder without Good Reason at any
time on thirty (30) days prior written notice delivered by
Executive to the Company.

(2)   If this Agreement is terminated by Executive pursuant to
this Section 6(g), the Company shall have no further obligation
or liability to Executive, except that Executive shall be
entitled to receive only the Minimum Payments.

(h)   Termination of Employment Following a Change of Control.  
Notwithstanding anything else contained in this Agreement and in
addition to the other provisions herein, if within one year
following a "Change of Control of the Company" (i) Executive
terminates his employment for Good Reason, (ii) the Company
terminates Executive's employment other than for Cause, death or
disability, or (iii) the Company delivers notice to Executive
that it is not extending the term of Executive's employment
pursuant to Section 2 of this Agreement for one year, then the
Company shall be obligated to pay to Executive or Executive's
estate the payments and benefits provided in Subsection 6(f)(2)
above.

For purposes of this Agreement, a "Change of Control of the
Company" shall be deemed to have occurred if:

A.   the shareholders of the Company approve a definitive
agreement to sell, transfer, or otherwise dispose of all or
substantially all of the Company's assets and properties; or 

B.   any "person" (as such term is used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934), directly or indirectly, of
securities of the Company representing fifty percent (50%) or
more of the combined voting power of the Company's then
outstanding securities; provided, however, that the following
shall not constitute a "Change in Control" of the Company:

(1)   any acquisition directly from the Company (excluding any
acquisition resulting from the exercise of a conversion or
exchange privilege in respect of outstanding convertible or
exchangeable securities); or

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(2)   any acquisition by an employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation
controlled by the Company; or

C.   the shareholders of the Company approve the dissolution or
liquidation of the Company; or

D.   the shareholders of the Company approve a definitive
agreement to merge or consolidate the Company with or into
another entity or entities, the result of which merger or
consolidation is that less than 50% of the outstanding voting
securities of the surviving or resulting entity are, or are to
be, owned by holders of the Company's common stock immediately
prior to the merger.

(i)   Notice of Termination.  Any termination of Executive's
employment by the Company or by Executive (other than
termination pursuant to Section 6(c) above) shall be
communicated by a written Notice of Termination to the other
party hereto.  For purposes of this Agreement, a "Notice of
Termination" means a notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets
forth the circumstances which provide a basis for termination of
Executive's employment under the provisions so indicated, and
(iii) if the termination date is other than the date of receipt
of such notice, specifies the termination date of this Agreement
(which date shall not be more than thirty (30) days after the
giving of such notice).

(j)   Date of Termination.  "Date of Termination" shall mean the
date of death, the date of the determination of a disability,
the date of receipt of the Notice of Termination or the date
specified therein (which date shall not be earlier than receipt
of the Notice of Termination), as the case may be.

7.   EXCLUSIVITY OF PAYMENTS

Upon termination of Executive's employment hereunder, Executive
shall not be entitled to any severance payments or severance
benefits from the Company or any payments by the Company on
account of any claim for wrongful termination, including but not
limited to claims under any federal, state or local human and
civil rights or labor laws, other than the payments and benefits
provided in Section 6, except for any benefits which may be due
to Executive in the normal course under any employee benefit
plan or program of the Company which provides for benefits after
termination of employment.  Executive's right to receive
payments or benefits under this Agreement upon termination of
employment will cease if Executive breaches any provision of
Sections 8 or 9 below.

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8.   PROPRIETARY INFORMATION

(a)   Definition.  Executive hereby acknowledges that Executive
possesses and may make use of, acquire, create, develop or add
to certain confidential and/or proprietary information regarding
the Company and its business (whether in existence prior to, as
of or after the date hereof, collectively, "Proprietary
Information"), which Proprietary Information shall include,
without limitation, all of the following materials and
information (whether or not reduced to writing and whether or
not patentable or protected by copyright):  trade secrets,
inventions, processes, formulae, programs, technical data,
"know-how," procedures, manuals, confidential reports and
communications, marketing methods, product sales or cost
information, new product ideas or improvements, new packaging
ideas or improvements, research and development programs,
identities or lists of suppliers, vendors or customers,
financial information and financial projections of the Company,
or any other confidential or proprietary information relating to
the Company and/or its business.  The term "Proprietary
Information" does not include any information that (i) at the
time of disclosure is generally available to and known by the
public (other than as a result of its disclosure by Executive),
(ii) was available to Executive prior to disclosure by the
Company, provided that the person who was the source of such
information was not known by Executive to be subject to an
obligation of confidentiality to the Company, or (iii) becomes
available to Executive on a non-confidential basis from a person
other than the Company or its representatives, provided that the
source of such information was not known by Executive to be
subject to an obligation of confidentiality to the Company.

(b)   Nondisclosure.  During the term of this Agreement and
thereafter, Executive will not, without the prior express
written consent of the Board of Directors, disclose or make any
use of any Proprietary Information except as may be required in
the course of the performance of Executive's services under this
Agreement.

(c)   Agreement Not to Solicit Employees and Customers.  To
protect the Proprietary Information and trade secrets of the
Company, Executive agrees, during the term of this Agreement and
for a period of two (2) years after termination of this
Agreement, not to, directly or indirectly, either on Executive's
own behalf or on behalf of any other person or entity, solicit
or employ any person who is an employee of the Company or any
Company subsidiary or attempt to persuade any customer of the
Company or any Company subsidiary to cease to do business or to
reduce the amount of business which any customer of the Company
or any Company subsidiary has customarily done or contemplates
doing with the Company or the subsidiary.  Executive agrees that
the covenants contained in this paragraph are reasonable and
desirable.
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(d)   Consulting Services.  During the term of Executive's
employment by the Company and, in the event of termination of
Executive's employment by the Company pursuant to Section 6(e),
for a period of twenty-four (24) months thereafter, Executive
will not, directly or indirectly, whether as an officer,
director, stockholder, partner, employee, representative or
otherwise, become or be interested in, or be associated in
business with, any person, corporation, firm, partnership or
other entity which engages in any business or activity which is
a competitor of the Company or any of the Company's
subsidiaries.  In the event Executive's employment is terminated
by the Company pursuant to Section 6(e) above, Executive agrees,
for a period of twenty-four (24) months after Executive's
termination of employment by the Company, to be available to
provide reasonable consulting services to the Company at such
reasonable times as the Company and Executive may mutually
agree.  Notwithstanding the foregoing, nothing contained in this
paragraph shall prevent Executive from holding or acquiring
common stock in any company which is publicly traded on any
national recognized stock exchange or The NASDAQ Stock Market
provided that such holdings are less than one percent (1%) of
the outstanding capital stock of such publicly-traded company. 
Executive agrees that the covenants contained in this paragraph
are reasonable and desirable.

9.   PROTECTION OF PROPERTY

All records, files, manuals, documents, specifications, lists of
customers, forms, materials, supplies, computer programs and
other materials furnished to the Executive by the Company, used
on its behalf or generated or obtained during the course of the
performance of the Executive's services hereunder, shall be the
property of the Company.  Upon termination of Executive's
employment with the Company, Executive shall immediately deliver
to the Company, or its authorized representative, all such
property, including all copies, remaining in Executive's
possession or control.

10.   SPECIFIC PERFORMANCE

In the event of the breach by Executive of any of the provisions
of Sections 8 or 9, the Company, in addition to all other rights
and remedies existing in its favor and notwithstanding the
provisions of Section 11 hereof, may apply to any court of law
or equity of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce or prevent
any violations of the provisions thereof.

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11.   ARBITRATION

The parties hereto acknowledge that it is in their best
interests to facilitate the informal resolution of any disputes
arising out of this Agreement or otherwise by mutual cooperation
and without resorting to litigation.  As a result, if any party
has a dispute arising hereunder or otherwise, including but not
limited to any claim for breach of any contract or covenant
(express or implied), any dispute regarding Executive's
termination of employment from the Company, tort claims, claims
for harassment or discrimination (including, but not limited to,
race, sex, religion, national origin, age, handicap or
disability), claims for compensation or benefits (except where a
benefit plan or pension plan or insurance policy specifies a
different claims procedure) and claims for violation of public
policy or, any federal, state or other governmental law,
statute, regulation or ordinance (except for claims involving
workers' compensation benefits), and the parties are unable to
reach agreement among themselves, then a settlement conference
must be held within thirty (30) days upon receipt of a notice by
the complaining party describing in detail the complaint and
setting forth a proposed solution to the complaint.  The
settlement conference will be held in any Orange County,
California, office of the Judicial Arbitration and Mediation
Services/Endispute ("JAMS").  The complaining party must contact
JAMS to schedule the conference and the parties must agree on a
retired judge from the JAMS panel.  If the parties are unable to
agree upon such a retired judge, JAMS shall provide a list of
three available judges and each party may strike one judge.  The
remaining judge will serve as the mediator at the settlement
conference.

If the dispute is not settled by the above-described format, the
parties agree to submit the dispute to JAMS for binding
arbitration.  A three-judge panel will be selected to arbitrate
the dispute.  JAMS will provide the names of five potential
arbitrators, giving each party the opportunity to strike one
name.  The remaining three arbitrators will serve as the
arbitration panel.  The parties agree that the arbitration must
be initiated within the time period of the statute of
limitations applicable to the claim(s) if the claim(s) had been
filed in Court.  Arbitration may be initiated by the aggrieved
party by sending written notice of an intent to arbitrate by
registered certified mail to all parties and to JAMS.  The
notice must contain a description of the dispute, the amount
involved and the remedies sought.  All fees and expenses of the
arbitration, including a transcript if either request, will be
borne by the Company.  Each party will pay for the fees and
expenses of its own attorneys, experts, witnesses, and
preparation and presentation of proofs and post-hearing briefs
unless the party prevails on a claim for which attorneys' fees
are recoverable by statute, in which case the arbitrators may
award attorneys' fees and costs to the prevailing party.
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12.   REPRESENTATION BY COUNSEL

Executive acknowledges that he has been represented by legal
counsel in connection with this Agreement and has consulted with
such legal counsel.

13.   SUCCESSORS

This Agreement is personal to the Executive and is not
assignable by the Executive otherwise than by will or the laws
of descent and distribution without the prior written consent of
the Company's Board of Directors. This Agreement shall inure to
the benefit of and be enforceable by Executive's legal
representatives.  This Agreement shall inure to the benefit of
and be binding upon the Company and its successors and assigns. 


14.   NOTICE

For purposes of this Agreement, notices, demands and all other
communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered or
(unless otherwise specified) mailed by United States registered
mail, return receipt requested, postage prepaid, addressed as
follows:

If to Executive:
    Executive's address as on file with the Company

If to Company:
    Pacific Scientific Company
    620 Newport Beach Drive
    Newport Beach, California 92660
    Attention:  Secretary

or to such other address as any party may have furnished to the
others in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt thereof.

15.   SECTION 280G

Anything in this Agreement to the contrary notwithstanding,
Executive's payments under this Agreement (excluding the effect
of stock options or any other benefits or payments which are not
provided for in this Agreement) shall not, in the aggregate,
exceed the maximum amount that may be paid to Executive without
triggering golden parachute penalties under Section 280G and
related provisions of the Internal Revenue Code, as amended, as
determined in good faith by the Company's independent auditors. 

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16.   ENTIRE AGREEMENT

This Agreement, together with the documents referenced herein,
contains the entire agreement of the parties hereto with respect
to the subject matter hereof.  It supersedes any and all other
agreements, either oral or in writing, between the parties
hereto with respect to the employment of Employee by the
Company.  Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, written,
oral or otherwise, have been made by any party, or anyone acting
on behalf of any party, which are not embodied herein, and that
no other agreement, statement or promise not contained in this
Agreement shall be valid or binding.

17.   AMENDMENT; WAIVER; GOVERNING LAW

No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is
agreed to in a writing signed by Executive and by such officer
of the Company as may be specifically designated by the
Company's Board of Directors.  No waiver by either party hereto
at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.  The validity, interpretation,
construction and performance of this Agreement shall be governed
by the laws of the State of California.

18.   VALIDITY

The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.

19.   COUNTERPARTS

This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.

20.   SURVIVABILITY

The provisions in Sections 8, 9, 10, 11 and 16 of this Agreement
shall survive any termination of this Agreement.

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21.   WITHHOLDING OF TAXES; TAX REPORTING

The Company may withhold from any amounts payable under this
Agreement all such Federal, state, city and other taxes, and may
file with appropriate governmental authorities all such
information, returns or other reports with respect to the tax
consequences of any amounts payable under this Agreement, as
may, in its reasonable judgment, be required by law.

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


PACIFIC SCIENTIFIC COMPANY
a California corporation


By:    /s/ Lester Hill
    -------------------------
Name:  Lester Hill
Title: President and Chief Executive Officer




EXECUTIVE:


   /s/ Winston E. Hickman
-----------------------------
Winston E. Hickman

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