<PAGE>



                          EXHIBIT 10.1

                      EMPLOYMENT AGREEMENT
                              WITH
                           LESTER HILL

<PAGE>
                          EXHIBIT 10.1

                      EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT (this "Agreement") is effective as
of the 17th day of February, 1997, between PACIFIC SCIENTIFIC
COMPANY, a California corporation (the "Company"), and LESTER
"BUCK" HILL (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 February 17, 1997 (the "Start
Date"), and end on December 31, 2000, unless further extended or
sooner terminated as hereinafter provided.  On January 1, 2000,
and on January 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 Chairman of the Board,
President and Chief Executive Officer of the Company, or such
other position or positions as may be agreed upon by Executive
and the Board of Directors.  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
Board of Directors of the Company and shall accept and comply
with all directions from and all policies established from time
to time by the Board of Directors of the Company.




                              - 1 -
<PAGE>
Executive's primary duties shall include, without limitation,
responsibility for the day-to-day management of the Company and
such other duties as may from time to time be prescribed by the
Board of Directors 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.

          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 Board of
Directors; 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 Board of Directors of the Company),
(ii) continuing to serve on the Board of Directors of Metrologic
Instruments, Inc. and on the Board of Advisors for Femtometrics,
Inc. (as long as such corporations do not compete with the
Company) and (iii) 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, currently based in Newport Beach, California.

     5.   Compensation and Related Matters.

          (a)   Salary.  During the term of Executive's
employment hereunder, the Company shall pay to Executive a salary
of $325,000 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




                              - 2 -
<PAGE>
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 Board of Directors by evaluating
Executive's performance against certain goals and objectives
(whether quantifiable, subjective or both) established by the
Board of Directors 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
by mutual agreement prior to the end of the second quarter of
1997.  The full "target" amount of such bonus for accomplishing
the goals and objectives shall be 75% of Executive's then current
base salary as set forth in Section 5(a).

          (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 quali-
fying 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 250,000 of the Company's common stock
pursuant to the Stock Option Agreement attached hereto as Exhibit
A.  Executive's right to exercise the Stock Option shall be
governed by the terms of the Stock Option Agreement.




                              - 3 -
<PAGE>
          On or before June 1, 1997, the Company shall (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.

          (g)   Retirement Plan.  During the term of Executive's
employment hereunder, Executive will be entitled to participate
in a non-qualified defined contribution plan established by the
Company and described on Exhibit B hereto.

          (h)   Automobile Allowance.  During Executive's
employment hereunder, the Company shall pay to Executive an
automobile allowance of $1,100 per month.  

     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.




                              - 4 -
<PAGE>
          (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 Board of Directors
of its intention to terminate Executive for Cause, and the Board
shall give Executive an opportunity to address, at the Board's
option, the Board 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

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




                              - 5 -
<PAGE>
          (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) reimbursement, 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 Board of Directors of 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's Board of Directors shall
determine continues to render Executive incapable of performing
his managerial and executive services hereunder.




                              - 6 -
<PAGE>
               (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) twenty-four (24) 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) twenty-four
months of Executive's then current salary as set forth in Section
5(a) payable in semi-monthly installments over a twenty-four
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:

               (A)   The Company relocates its principal
executive offices outside the area within a radius of twenty-five
(25) miles from Newport Beach, California without the consent of
Executive, and Executive gives the Company written notice of his
objection to such relocation within five days of being informed
of such contemplated relocation; or




                              - 7 -
<PAGE>
               (B)   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) twenty-four (24) 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) twenty-four months of
Executive's then current salary as set forth in Section 5(a)
payable in semi-monthly installments over a twenty-four 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.   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.




                              - 8 -
<PAGE>
          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

               (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).




                              - 9 -
<PAGE>
          (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, 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 pay-
ments 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.

     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 communica-
tions, 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.




                             - 10 -
<PAGE>
          (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.

          (d)   Agreement Not To Compete.  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.




                             - 11 -
<PAGE>
     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.

     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.  

                             - 12 -
<PAGE>
          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 parties equally.  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.

     12.   Election to the Board of Directors.

           (a)   The Company shall nominate Executive to be
elected to the Company's Board of Directors at the first meeting
of the Board of Directors after the Start Date.

           (b)   Upon Executive's cessation of employment with
the Company for any reason, Executive shall thereupon be deemed
to have resigned from the Board of Directors of the Company,
every parent or subsidiary of the Company on which he is then
serving as a director, and any other company on which Executive
is then serving at the request of the Company as a director, in
each case effective as of the date of cessation of employment.

     13.   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.

     14.   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.


                             - 13 -
<PAGE>
     15.   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.

     16.   Section 280G.

           Anything in this Agreement to the contrary
notwithstanding, Executive's payments and benefits under this
Agreement and all other arrangements or programs 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.  If Executive's benefits must be cut back
to avoid triggering such penalties, Executive's benefits will be
cut back in the priority order Executive designates or, if
Executive fails to promptly designate an order, in the priority
order designated by the Company.  Executive and the Company agree
to reasonably cooperate with each other in connection with any
administrative or judicial proceedings concerning the existence
or amount of golden parachute penalties on payments or benefits
Executive receives.

     17.   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.


                             - 14 -
<PAGE>
     18.   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.

     19.   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.

     20.   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.

     21.   Survivability.

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

     22.   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,         EXECUTIVE
a California corporation

By:    /s/ RICHARD V. PLAT          By:     /s/ LESTER HILL     
Name:   Richard V. Plat                  Lester "Buck" Hill
Title:  Executive Vice President



                             - 15 -
<PAGE>



                          EXHIBIT 10.2

                     STOCK OPTION AGREEMENT
                              WITH
                           LESTER HILL

<PAGE>

                          EXHIBIT 10.2


                            Exhibit A
                   PACIFIC SCIENTIFIC COMPANY

               NONSTATUTORY STOCK OPTION AGREEMENT


     THIS NONSTATUTORY STOCK OPTION AGREEMENT (the "Agreement")
between PACIFIC SCIENTIFIC COMPANY, a California corporation (the
"Company"), and LESTER "BUCK" HILL ("Employee") is entered into
as of the 18th day of February, 1997.

                            RECITALS

     A.   Pursuant to an Employment Agreement dated as of
February 17, 1997, between the Company and Employee (the
"Employment Agreement"), the Company has agreed to grant to
Employee an option to purchase shares of the Company's common
stock.

     B.   The Company and Employee desire to enter into this
Agreement to memorialize the grant of the option to Employee.

          NOW, THEREFORE, the parties hereto agree as follows:

          1.   Grant.  The Company hereby grants to Employee the
right to purchase up to 250,000 shares of common stock of the
Company at a price of $12.625 per share (which price equals the
closing price of the Company's common stock on the New York Stock
Exchange as of the date of this Agreement), on the terms and
conditions set forth herein.  This option is not intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code, as amended, and is not made pursuant to
any Company stock option plan.  Employee agrees that Employee and
any other person who may be entitled hereunder to exercise this
option shall be bound by all terms and conditions of this
Agreement.

          2.   Exercisability.  The option granted herein shall
become exercisable at the following times and in the following
amounts:

               The option shall become exercisable in cumulative
increments of 50,000 shares on each of February 18, 1997,
February 18, 1998, February 18, 1999, February 18, 2000, and
February 18, 2001.  The option granted hereunder shall lapse and
expire on the tenth (10th) anniversary of the date hereof.



                              - 1 -
<PAGE>
               If Employee does not purchase the full number of
shares he is entitled to purchase in any one year, the right to
purchase such shares carries over to the subsequent years during
the term of this option.

               Notwithstanding the foregoing, this option shall
automatically become fully exercisable upon a "Change of Control
of the Company," as such term is defined below.

               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:

               (i)   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

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

          (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 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.




                              - 2 -
<PAGE>
     3.   Exercise.  This option may be exercised on the terms
and conditions contained herein by giving five (5) days' prior
written notice of exercise to the Company, specifying the number
of shares to be purchased and the price to be paid therefor and
by delivering a check in the amount of the purchase price payable
to the Company.  The purchase price may also be paid, in whole or
in part, by delivery to the Company of outstanding shares of the
Company's common stock previously held by the Employee valued at
"Fair Market Value".

          For the purposes of this Agreement, "Fair Market Value"
as of a certain date (the "Determination Date") means: (a) the
closing price of a share of the Company's common stock on the
principal exchange on which shares of the Company's common stock
are then trading, if any, on the Determination Date, or, if
shares were not traded on the Determination Date, then on the
nearest preceding trading day during which a sale occurred; or
(b) if such stock is not traded on an exchange but is quoted on
NASDAQ or a successor quotation system, (i) the last sales price
(if the stock is then listed as a National Market Issue under The
Nasdaq National Market System) or (ii) the mean between the
closing representative bid and asked prices (in all other cases)
for the stock on the Determination Date as reported by NASDAQ or
such successor quotation system; or (c) if such stock is not
publicly traded on an exchange and not quoted on NASDAQ or a
successor quotation system, the mean between the closing bid and
asked prices for the stock, on the Determination Date, as
determined in good faith by the Board; or (d) if the Company's
stock is not publicly traded, the fair market value established
in good faith by the Board.

          Provided that a public market in the Company's common
stock exists, Employee will be entitled to exercise this option
through a "same day sale" commitment from Employee and a broker-
dealer that is a member of the National Association of Securities
Dealers (an "NASD Dealer") whereby the Employee irrevocably
elects to exercise the option and to sell a portion of the shares
so purchased to pay the exercise price and any applicable tax
withholding and whereby the NASD Dealer irrevocably commits upon
receipt of such shares to forward the exercise price and the
payment of all required taxes directly to the Company.




                              - 3 -
<PAGE>
     4.   Termination of Employment.

          (a)   Termination by Employee.  If Employee's
employment is terminated by Employee, Employee shall have ninety
(90) days following the "Date of Termination" (as defined in
Section 6(j) of the Employment Agreement) to exercise this
option, but only to the extent that this option was exercisable
on such Date of Termination.

          (b)   Termination for Cause.  If Employee's employment
is terminated by the Company for "Cause" (as defined in Section
6(b) of the Employment Agreement) the Employee shall have ninety
(90) days following the Date of Termination to exercise this
option, but only to the extent that this option was exercisable
on such Date of Termination.

          (c)   Death.  If Employee's employment is terminated
for death, or having ceasing to be an employee, but during the
period during which Employee could have exercised this option in
accordance with the terms of this Agreement, Employee should die,
Employee's executor or administrator of Employee's estate shall
have the right for twelve (12) months following such death to
exercise this option, but only to the extent that this option was
exercisable on the date of Employee's death.  

          (d)   Disability.  If Employee's employment is
terminated for "disability" (as defined in Section 6(d) of the
Employment Agreement), Employee or his administrator or legal
guardian, shall have the right for six (6) months following such
Date of Termination to exercise this option, but only to the
extent that this option was exercisable on such Date of
Termination.

          (e)   Other.  If Employee's employment is terminated
for any reason other than as set forth in Sections 4(a), (b), (c)
and (d) above, Employee shall have ninety (90) days following
such Date of Termination to exercise this option, but only to the
extent that this option was exercisable on such Date of
Termination.

     5.   Transferability.  This option shall be transferable
only by will or by the laws of descent and distribution to the
estate (or other personal representative) of Employee and shall
be exercisable during Employee's lifetime only by him.  Except as
otherwise provided herein, any attempt at alienation, assignment,
pledge, hypothecation, transfer, sale, attachment, execution or
similar process, whether voluntary or involuntary, with respect
to all or any part of this option or any right under this
Agreement, shall be null and void and, at the Company's option,
shall cause Employee's rights under this Agreement to terminate.




                              - 4 -
<PAGE>
     6.   Withholding Requirements.  In the event the Company
determines that it is required to withhold state or Federal
income taxes as a result of the exercise of this option, Employee
shall be required, as a condition to the exercise hereof, to make
arrangements satisfactory to the Company to enable it to satisfy
such withholding requirements.

     7.   Rights as a Stockholder.  Employee, or any permitted
transferee of Employee, shall have no rights as a stockholder
with respect to any shares covered by this option until the date
of the issuance of a stock certificate for such shares.  No
adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property),
distributions or other rights for which the record date is prior
to the date such stock certificate is issued, except as provided
in Section 8 of this Agreement.  This Agreement shall not confer
upon Employee any right of continued employment by the Company or
interfere in any way in the Company's right to terminate
Employee.

     8.   Recapitalization.  The number of shares of Common Stock
covered by this option and the exercise price thereof shall be
proportionately adjusted for any increase or decrease in the
number of issued shares of common stock resulting from a
subdivision or consolidation of such shares or the payment of a
stock dividend (but only of common stock) or any other increase
or decrease in the number of issued shares of common stock
effected without receipt of consideration by the Company. 
Subject to any required action by stockholders, if the Company is
the surviving corporation in any merger or consolidation, this
option shall pertain and apply to the securities to which a
holder of the number of shares of common stock subject to the
option would have been entitled. 

          The foregoing adjustments shall be made by the
Company's Board of Directors, whose determination shall be
conclusive and binding on the Company and Employee.




                              - 5 -
<PAGE>
          Except as expressly provided in this Section 8,
Employee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any
stock dividend or any other increase or decrease in the number of
shares of stock of any class, or by reason of any dissolution,
liquidation, merger, consolidation or spin-off of assets or stock
of another corporation, and any issue by the Company of shares of
stock of any class, or securities convertible into shares of
stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of shares
subject to this option or the exercise price thereof.

          This option shall not affect in any way the right or
power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure,
to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.

     9.   Securities Act and Other Regulatory Requirements.  This
option is not exercisable, in whole or in part, and the Company
is not obligated to sell any shares of the Company's common stock
subject to this option, if such exercise or sale, in the opinion
of counsel for the Company, would violate the Securities Act of
1933 (or any other federal or state statutes having similar
requirements) as it may be in effect at that time.

          Further, the Board of Directors of the Company may
require as a condition of issuance of any shares under this
option that Employee furnish a written representation that he is
acquiring the shares for investment and not with a view to
distribution to the public.  The certificate evidencing any
shares issued pursuant to this option shall bear such restrictive
legends as required by federal or state law.

     On or before June 1, 1997, the Company shall (a) file with
the Securities and Exchange Commission a Registration Statement
on Form S-8 for the purpose of registering the shares of common
stock subject to this option under the Securities Act of 1933,
and (b) file with New York Stock Exchange, Inc. a Supplemental
Listing Application for the purpose of listing the shares of
common stock subject to this option on the New York Stock
Exchange.

     10.   Effect of Exercise.  Upon the exercise of all or any
part of this option, the number of shares of common stock subject
to the option under this Agreement shall be reduced by the number
of shares with respect to which such exercise is made.




                              - 6 -
<PAGE>
     11.   Notices.  Any notice or other communication required
or permitted hereunder or by law shall be validly given or made
only if in writing and delivered in person to an officer or duly
authorized representative of the other party, or deposited in the
United States mail, duly certified or registered, return receipt
requested, postage prepaid, and addressed to the party to whom
intended.  If sent to the Company, it shall be addressed in care
of the Secretary, Pacific Scientific Company, 620 Newport Beach
Drive, Newport Beach, California 92660, and if sent to Employee,
it shall be addressed to Employee's address on file with the
Company on the date of such notice.  If sent by mail, notice
shall be deemed given two days after deposit of such notice in
the mail and in accordance with this section.  Any party may from
time to time, by written notice to the other, designate a
different address for notice which shall be substituted for that
specified above.

     12.   Choice of Law; Counterparts.  This Agreement, and all
rights and obligations hereunder, shall be governed by the laws
of the State of California.  This Agreement may be executed in
one or more counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.  

     13.   Successor.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors, heirs, beneficiaries, executors and administrators.

     14.   Paragraph Headings; Employment.  Paragraph headings
are for convenience only and are not part of the context.  This
Agreement shall not obligate the Company or any affiliate to
employ Employee for any period of time nor does this Agreement
constitute a contract or agreement for employment.

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


PACIFIC SCIENTIFIC COMPANY,
a California corporation


By:   /s/  RICHARD V. PLAT    
Name:   Richard V. Plat
Title:  Executive Vice President


EMPLOYEE:


   /s/  LESTER HILL           
Lester "Buck" Hill

                              - 7 -
<PAGE>



                          EXHIBIT 10.3

              DEFERRED CONTRIBUTION PLAN AGREEMENT
                              WITH
                           LESTER HILL

<PAGE>

                          EXHIBIT 10.3


                            EXHIBIT B

                   PACIFIC SCIENTIFIC COMPANY
                 Deferred Compensation Agreement


Pacific Scientific Company (Company) and Lester "Buck" Hill
(Executive) hereby agree to the following deferred compensation
arrangement.

1.   Monthly Deferred Compensation Accruals:   As of the last day
of each accounting month, the Company shall credit $5,000 to
Executive's Deferred Compensation Account maintained pursuant to
Section 2 of this Agreement. No further credits shall be made to
Executive's Deferred Compensation Account after his active
employment permanently ceases.

2.   Deferred Compensation Account:   The Company shall maintain on
its books a Deferred Compensation Account for the Executive. This
Deferred Compensation Account shall be credited with deferred
compensation accruals in accordance with Section 1 of this
Agreement.

3.   Earnings on the Deferred Compensation Account:   During 1997
the amount deferred under Section 1 above will be credited monthly
with interest at an annual rate of 9% (the current expected long-
term rate of return of the Company's qualified Retirement Plan).

     The earnings rate for all subsequent periods of employment
will be the actual annual rate of return on the Executive's account
in the Pacific Scientific Company Savings Plan, as determined by
the Company at its sole discretion.

     The earnings rate on any amount remaining after the
Executive's separation from employment will be the long-term rate
of return on the Company's Retirement Plan then in effect.

4.   Vesting:   Executive's Deferred Compensation Account shall be
vested and nonforfeitable at all times.


                           Page 1 of 3
<PAGE>
Deferred Compensation Agreement
Page 2 of 3



5.   Election of Executive as to the Form and Date of Commencement
of Benefits:   The Executive, upon acceptance of the terms of this
Agreement, will elect the form of benefit and the commencement date
of benefits to be paid under this Agreement.  The election may be
changed at the discretion of the Executive; however, the most
recent subsequent election made at least two years prior to the end
of active employment will determine the form of benefit and the
date benefits are to be commenced.

a.   The Executive can choose any form of benefit currently offered
by the Retirement Plan and, in addition, may choose a lump sum
payment or a sixty or one hundred and twenty-month payout.

b.   The Executive may elect to receive benefits commencing with
the end of his active employment or commencing at a specified time
or age following the end of his active employment.

     In the event of the death of the Executive, the accumulated
account will be distributed to a beneficiary or in the event there
is no living beneficiary to the estate to the Executive per the
election currently in effect.

6.   Miscellaneous:   This deferred compensation arrangement shall
be unfunded and Executive shall have no greater rights than as an
unsecured general creditor of the Company with respect to amount
due under this Agreement.  The Company shall be entitled to
withhold taxes from any payments under this Agreement, as required
by applicable law.  This Agreement may only be modified by written
agreement of parties to this Agreement.

<PAGE>
Deferred Compensation Agreement
Page 3 of 3



     Furthermore, this Agreement is part and will be administered
under the terms of the Pacific Scientific Company Supplemental
Retirement Plan.  In an event of a conflict between the Agreement
and the Plan, the terms of this Agreement will control.


     Entered into this   18   day of     February    , 1997.


EXECUTIVEPACIFIC SCIENTIFIC COMPANY



  /s/  LESTER HILL                By:   /s/  RICHARD V. PLAT  
Lester "Buck" Hill                Name:  Richard V. Plat
                                  Title: Executive Vice President

<PAGE>