EMPLOYMENT AND CONSULTING AGREEMENT

      This Employment and Consulting  Agreement (the  "Agreement"),  dated as of
March 31, 2000, is entered into between Thermo Electron Corporation,  a Delaware
corporation  with its principal  place of business at 81 Wyman Street,  Waltham,
Massachusetts 02454 (the "Company"), and George N. Hatsopoulos,  residing at 233
Tower Road, Lincoln, Massachusetts 01773 (the "Employee").

      The parties desire to enter into an employment  agreement on the terms set
forth  herein  and,  subsequent  to the term of the  employment  agreement,  the
Company  desires to appoint the  Employee as a  consultant  to the  Company.  In
consideration of the mutual covenants and promises  contained herein,  and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties agree as follows:

      1. Term of Employment. The Company hereby agrees to employ the Employee on
a part-time basis,  and the Employee hereby accepts  employment with the Company
on a part-time basis, upon the terms set forth in this Agreement, for the period
commencing  on the date hereof,  and  continuing  until the earlier of March 31,
2002 or termination in accordance with the provisions of Section 4 (such period,
the "Employment Period").

      2.  Capacity.  The  Employee  shall  provide such  technical  and advisory
services  to the Company as are  requested  from time to time by the Company and
are consistent with a senior executive position with the Company;  however,  the
parties  acknowledge  and agree  that the  scope of  services  requested  by the
Company  shall  be  limited  to  the   Company's   instrument   businesses   and
technologies,  conducted  primarily  by Thermo  Instrument  Systems Inc. and its
subsidiaries.  The  Employee  shall be treated as a common law  employee  of the
Company,  subject to the  supervision  of, and shall have such  authority  as is
delegated and such duties as are assigned to him by, the Chief Executive Officer
or his designee.

      The Employee  hereby  accepts such  employment and agrees to undertake the
duties and responsibilities  inherent in such position and such other duties and
responsibilities  as the Chief Executive Officer or his designee shall from time
to time reasonably assign to him. In his capacity as a part-time  employee,  the
Employee  agrees to be available  to devote,  on average,  approximately  twenty
hours per week to  fulfilling  such duties and  responsibilities.  The  Employee
agrees to abide by the rules, regulations, instructions, personnel practices and
policies of the Company and any changes therein that may be adopted from time to
time by the Company.

      3.    Compensation and Benefits.

            3.1 Base  Salary.  The Company  shall pay to the  Employee,  at such
times as the Company pays its employees in general,  an annual base salary equal
to $500,000.
<PAGE>

            3.2 Bonus.  The Employee will be entitled to receive a bonus for the
period  beginning  January 1, 2000 and ending March 31, 2000, in an amount to be
determined in the  discretion of the  Company's  Board of Directors,  payable at
such time as such bonuses are normally paid. The Employee,  however, will not be
eligible for any bonus during the Employment Period.

            3.3 Fringe Benefits.  During the Employment Period, (i) the Employee
shall be  entitled  to  participate  in all  benefit  programs  that the Company
establishes  and  makes  available  to its  employees  to the  extent  that  the
Employee's   position,   tenure,   salary,   age,  part-time  status  and  other
qualifications  make him eligible to participate,  it being  understood that the
Employee will no longer be eligible for the Company's  Executive Medical Plan or
Executive  Auto Cash  Allowance  Program and (ii) the Company  will use its best
efforts to continue to include the Employee as a named insured  person under the
Company's  directors  and  officers  liability  insurance  policy.   During  the
Employment  Period,  the  Company  shall use its best  efforts to obtain for the
Employee  health and  dental  care  insurance  for him and his  dependents  with
substantially  the  same  coverage  as in  effect  on the  date  hereof,  at the
Company's sole cost and expense. During the Employment Period and the consulting
period  described  in Section 14 below,  the  Company  shall,  at no cost to the
Employee,  continue  to  provide  the  Employee  with (i) an office in an office
building that is located in a suburb west of Boston with occupancy rates similar
to the Employee's current office space; (ii) communications and office equipment
and services  similar to those it now provides the  Employee;  provided that the
Employee's personal computer will not be linked to any Company computer network;
(iii) full-time services of the Employee's present administrative  assistant or,
if she is unable or  unwilling  to continue as such,  the Company  shall use its
best efforts to secure for the Employee a full-time  administrative assistant of
substantially  similar experience;  and (iv) the newspapers and periodicals that
the Employee now receives.

            3.4 Reimbursement of Expenses.  During the Employment Period and the
consulting  period  described  in Section 14 below the  Company  shall  promptly
reimburse the Employee for his reasonable  expenses  incurred in the performance
of his duties hereunder, not to exceed $100,000 per year. The Employee agrees to
provide receipts or other evidence of such expenses.  The reasonableness of such
expenses  shall be determined on a basis  consistent  with the Company's and the
Employee's  past  practices in this regard,  including the  Employee's  use of a
private  aircraft for business travel and home  entertainment of persons with an
actual or  potential  connection  to the  Company  or who may be  helpful to the
Company.

      4.    Employment Termination.  The employment of the Employee by the
Company pursuant to this Agreement shall terminate upon the occurrence of any
of the following:

            4.1 At the  election of the  Company,  for Cause,  immediately  upon
written notice by the Company to the Employee.  For the purposes of this Section
4, "Cause" for termination shall mean the Employee's (a) conviction of a felony,
or a misdemeanor  involving material fraud or material dishonesty,  (b) material
fraud or material  dishonesty in the course of his employment  with the Company,
(c) misconduct that is materially  injurious to the Company or its  subsidiaries
and affiliates,  and (d) gross neglect of his duties and responsibilities  under
the terms of this Agreement;
<PAGE>

            4.2 Upon the death of the Employee;

            4.3 At the  election  of the  Employee,  upon not less  than 30 days
prior written notice of termination.

      5.    Effect of Termination.

            5.1  Termination  by the Company or at the Election of the Employee.
In the event the Employee's  employment is terminated by the Company pursuant to
Section 4.1 or at the  election of the  Employee  pursuant to Section  4.3,  the
Company  shall pay to the Employee  the  compensation  and benefits  which would
otherwise  be payable to him under  Section 3 through the last day of his actual
employment by the Company, and the parties' obligations under Sections 14 and 15
shall terminate.

            5.2  Termination   for  Death.  If  the  Employee's   employment  is
terminated by death pursuant to Section 4.2, the Company shall pay to the estate
of the  Employee a lump sum in an amount equal to the balance of the base salary
and consulting amounts otherwise payable to the Employee for the period from the
date of termination to March 31, 2004 as set forth in Sections 3.1 and 14.

            5.3  Survival.  Notwithstanding  anything  herein  to the  contrary,
Sections 9 - 13 and 16 - 22 of this Agreement  shall survive the  termination of
employment or the consulting arrangement.

      6.    Options and Restricted Stock.

            6.1 During the Employment  Period, the Employee shall be entitled to
retain his stock options in the Company and any of its subsidiaries,  subject to
the terms and conditions of such options. Upon the termination of the Employment
Period, including upon any earlier termination of employment,  all stock options
which are  "in-the-money"  as of the date  hereof  and have  Vested  (i.e.,  the
underlying  shares  are  not  subject  to  repurchase  by  the  Company  or  its
subsidiaries,  as  applicable)  or will  have  Vested  as of the last day of the
Employment  Period  (such  options  being  identified  on Exhibit 1 attached and
incorporated herein) will no longer Vest and no further lapsing of the Company's
and its subsidiaries'  repurchase rights will occur. The Employee will then have
until the earlier of (i) 90 days or two years after such termination,  depending
on the terms of the option as specified by Exhibit 1 (attached and  incorporated
herein) or (ii) the expiration of the exercise period, to exercise such options.
If the Employee does not exercise such options by the applicable deadline,  such
options will be  cancelled,  and the Employee  will have no further  rights with
respect to such options.

            6.2  Notwithstanding the terms of any stock option plan or agreement
pursuant  to which such  options  were  granted  and  regardless  of whether the
Employee is an employee of the Company or any of its subsidiaries, the following
terms and conditions shall apply to the stock options  previously granted to the
Employee  that are,  as of the date  hereof,  either  not "in the  money"  (such
options being identified on Exhibit 2 attached and  incorporated  herein) or "in
the money" and Vesting in the consulting  period  described in Section 14 hereof
(such options being identified on Exhibit 3 attached and incorporated herein):
<PAGE>

            (i)      The  resale   restrictions   and  the   Company's   or  its
                     subsidiaries'   repurchase  rights  with  respect  to  such
                     options shall continue to ratably lapse in accordance  with
                     their  original  terms  through  the  earlier  of  (A)  the
                     original  expiration  date of such  option or (B) March 31,
                     2004;

            (ii)     Any option that is, under its original  terms,  exercisable
                     on March 31, 2004 shall thereafter remain exercisable until
                     June 30,  2004.  If the  Employee  does not  exercise  such
                     options by such  deadline,  such options will be cancelled,
                     and the Employee  will have no further  rights with respect
                     to such options; and

            (iii)    Any option that is, under its original terms,  scheduled to
                     Vest after March 31, 2004 is hereby forfeited, unless there
                     occurs on or  before  that  date a change  of  control  (as
                     defined  by the terms of the  original  option)  that would
                     have  accelerated  the Vesting under its original terms, in
                     which event the option shall be  exercisable  to the extent
                     its Vesting has been so accelerated.

            6.3 All stock of the Company  previously  acquired  by the  Employee
pursuant to the  exercise of a Type B stock option shall become fully Vested and
all of the Company's  repurchase  rights and transfer  restrictions with respect
thereto  shall  lapse on such date that is on or after May 10,  2000 as mutually
determined by the Employee and the Company;  provided, however if the parties do
not mutually select a vesting date, such stock shall Vest on January 7, 2001.

            6.4 Solely for purposes of this Section 6, the term "Employee" shall
be deemed to include GDH Partners LP and the 1994  Hatsopoulos  Family Trust, to
the extent any stock  option shall have been  transferred  to either such entity
with the consent of the  Company,  and each such entity may  exercise the rights
granted  to the  Employee,  and  shall  be  subject  to the  obligations  of the
Employee,  in this Section 6 with respect to any stock options so transferred to
such entity.

            6.5 In the event of any  conflict  between  the  provisions  of this
Section 6 and the provisions of any option plan or option agreement covering the
options set forth in Exhibits 1, 2 or 3 attached and  incorporated  herein,  the
provisions of this Section 6 shall prevail.

      7. Retirement.  The Employee hereby resigns effective as of March 31, 2000
his  position  as a member of the board of  directors  of the  Company  and as a
member of the board of directors of all of the Company's  subsidiaries  on which
he currently serves.

      8. Annual Report.  During the Employment  Period and the consulting period
described  in Section 14 below,  the Company  agrees to list the Employee in the
Company's  Annual Report to Shareholders  as the Company's  founder and chairman
emeritus.

      9.  Cooperation.  The Employee  agrees to  reasonably  cooperate  with the
Company with respect to all matters  arising during or related to his employment
and consulting services,  including but not limited to cooperation in connection
with  any  governmental   investigation,   litigation  or  regulatory  or  other
proceeding, subject to applicable privileges.
<PAGE>

      10.  Termination of Executive  Retention  Agreement.  The Employee and the
Company agree that,  effective April 1, 2000, that certain  Executive  Retention
Agreement  between the Employee and the Company shall hereby be  terminated  and
shall be of no further force or effect.

      11. Company  Information and Invention  Agreement.  The Employee agrees to
execute and comply with the terms of a Thermo Electron  Company  Information and
Invention  Agreement,  a copy of which is  attached  as  Exhibit 4 hereto.  Such
agreement  supersedes any prior agreement covering the same subject matter which
the Employee may have signed with the Company.

      12. Waiver of Jury Trial. Each of the parties hereby expressly,  knowingly
and  voluntarily  waives all  benefit and  advantage  of any right to a trial by
jury,  and each agrees that he or it will not at any time insist upon,  or plead
or in any manner  whatsoever  claim or take the benefit or advantage of, a trial
by jury in any action arising in connection with this Agreement.

      13.  Restriction  on  Purchase  or  Sale of  Common  Stock.  The  Employee
understands  that he will no longer be a  "Reporting  Person"  for  purposes  of
Section 16 of the Securities  Exchange Act of 1934 (the "Exchange Act"), and the
rules and regulations promulgated thereunder.  However, the Employee understands
that he may be required to report  certain  transactions  pursuant to such rules
and  registrations  on Forms 4 and 5 for up to six months  after March 31, 2000.
The  Employee is also urged to contact the  Corporate  Secretary of the Company,
Ms. Sandra L. Lambert,  should he have any questions  regarding  compliance with
the insider trading regulations under the federal securities laws.

      14.  Consulting  Services:  From  April 1,  2002 to March  31,  2004  (the
"Consulting Period"), the Employee agrees to provide, and make himself available
to provide,  consulting  services to the Company on a half-time  basis,  at such
time or times as is mutually  agreeable by the parties.  The Employee  agrees to
use his best  efforts,  business  judgment  and  skill in  rendering  consulting
services hereunder. It is expressly agreed that during the Consulting Period the
Employee will be acting as an independent  contractor in performing his services
hereunder and not as an employee or agent of the Company and as such will not be
treated as an employee for any reason  whatsoever,  including but not limited to
federal or state tax purposes. In the event of the Employee's death,  disability
or other incapacity  resulting in his inability to perform his consulting duties
hereunder,  all compensation due and owing under Section 15 shall continue to be
payable  to him  or his  estate.  The  Company  may  terminate  this  consulting
arrangement  for Cause and,  in such event,  the  Company  shall have no further
obligation to the Employee under this consulting arrangement. "Cause" shall mean
the Employee's (a) conviction of a felony, or a misdemeanor  involving  material
fraud or material  dishonesty,  (b) material fraud or material dishonesty in the
course  of  consulting  hereunder,  (c)  gross  misconduct  that  is  materially
injurious  to the  Company  or its  subsidiaries  and  affiliates,  or (d) gross
neglect of his duties and  responsibilities  under the terms of this  consulting
arrangement.
<PAGE>

      15. Consultant Compensation: In consideration for the Employee's agreement
to  provide  consulting  services,  the  Company  shall  pay him at the  rate of
$500,000 per year during the Consulting Period,  payable monthly in arrears. The
Company shall reimburse the Employee for his costs and expenses  incurred by him
in  connection  with his  provision  of  consulting  services  to the Company as
provided in Section 3.4 hereof. In addition,  during the Consulting  Period, the
Company shall use its best efforts to obtain for the Employee  health and dental
care insurance for him and his dependents with  substantially  the same coverage
as in effect as of March 31, 2002, at the Company's sole cost and expense.

      16. Other Activities.  This Agreement shall not prohibit the Employee from
engaging  in any other  business  activities  during the  Employment  Period and
Consulting  Period  provided that such other  business  activities  (i) shall be
subject  to the prior  approval  of the  Company,  which  approval  shall not be
unreasonably  withheld,  and  provided  such  approval or  disapproval  shall be
communicated  to him in writing  within 10  business  days of such  request  for
approval (it being  understood that the failure by the Company to so communicate
its disapproval in writing within such 10-day period shall be deemed an approval
of such request),  and (ii) do not prevent him from  performing his  obligations
under this Agreement. In this connection,  the parties agree that the Employee's
formation and operation of an "incubator"  for  bioengineering  businesses is an
approved  activity  and  agree  that (i) the  Company  shall  not  assign to the
Employee  conflicting  duties  and (ii) the  Employee  may recuse  himself  from
Company assignments that present a material risk of such a conflict.

      17. Notices.  All notices required or permitted under this Agreement shall
be in writing  and shall be deemed  effective  upon  personal  delivery  or upon
deposit in the United  States Post Office,  by  registered  or  certified  mail,
postage prepaid,  addressed to the other party at the address shown above, or at
such other address or addresses as either party shall  designate to the other in
accordance with this Section 17.

      18. Entire  Agreement.  This Agreement  constitutes  the entire  agreement
between the parties,  and  supersedes all prior  agreements and  understandings,
whether written or oral, relating to the subject matter of this Agreement.

      19. Amendment. This Agreement may be amended or modified only by a written
instrument executed by all of the parties hereto.

      20.  Governing  Law.  This  Agreement  and  all  issues  relating  to this
Agreement  and the  transactions  contemplated  hereby  shall  be  governed  by,
enforced under and construed in accordance with the laws of the  Commonwealth of
Massachusetts  without  giving effect to any choice or conflict of law provision
or rule that would cause the application of laws of any jurisdiction  other than
those of the Commonwealth of Massachusetts.

      21. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of all of the parties hereto and their respective  successors and
assigns, including any corporation with which, or into which, the Company may be
merged or which may  succeed to its  respective  assets or  business;  provided,
however,  that the  obligations  of the  Employee  are personal and shall not be
assigned by him.
<PAGE>

      22.   Miscellaneous.

            22.1 No delay or  omission by the  Company in  exercising  any right
under this  Agreement  shall  operate as a waiver of that or any other right.  A
waiver or consent  given by the Company on any one  occasion  shall be effective
only in that instance and shall not be construed as a bar or waiver of any right
on any other occasion.

            22.2  The  captions  of the  sections  of  this  Agreement  are  for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

            22.3 In case any  provision  of this  Agreement  shall  be  invalid,
illegal or otherwise unenforceable, the validity, legality and enforceability of
the remaining provisions shall in no way be affected or impaired thereby.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year set forth above.


                                     THERMO ELECTRON CORPORATION


                            By:      /s/ R. F. Syron
                                     -------------------------------------------
                            Name:    Richard F. Syron
                            Title:   President and Chief Executive Officer


                                    EMPLOYEE

                                     /s/ George N. Hatsopoulos
                                     -------------------------------------------
                                     George N. Hatsopoulos


Accepted and agreed to


By:

GDH Partners LP


By:   /s/ Daphne Hatsopoulos
      -------------------------------

1994 Hatsopoulos Family Trust


By:   /s/ Daphne Hatsopoulos
      -------------------------------
      Trustee