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                                                                    Exhibit 10.9

                          AGREEMENT AND GENERAL RELEASE

                  EG&G, Inc., 45 William Street, Wellesley, Massachusetts,
02481, its affiliates, subsidiaries, divisions, successors and assigns and the
employees, officers, directors and agents thereof (collectively referred to
throughout this Agreement as "EG&G"), and Murray Gross ("Gross") agree that:

                  1. DATE OF CESSATION OF EMPLOYMENT Upon execution of this
Agreement, Gross will submit a letter to EG&G resigning as Senior Vice
President, General Counsel and Clerk effective May 14, 1999 and terminating his
employment and his Employment Agreement dated November 1, 1993 effective July 2,
1999.

                  2. CONSIDERATION. In consideration for signing this Agreement
and General Release and compliance with the promises made herein, EG&G agrees:

                           a.       to pay to Gross one lump sum in the amount
of Five Hundred Twenty Thousand dollars ($520,000) less lawful deductions, and
appropriate withholdings provided that EG&G has received the letter from Gross
in the form attached hereto as Exhibit "A" by May 7, 1999 and provided that
Gross did not revoke this Agreement pursuant to paragraph 4, said payment shall
be deemed to be salary and a management incentive bonus payment attributable to
work performed in 1999;

                           b.       to pay Gross his Target EVA incentive
payment at a 50% rate for 1999 less lawful deductions, said payment to be made
at the time such EVA payments are made to other officers; provided, however that
if EG&G's performance is below the target level, the incentive payment will be
reduced in accordance with the provisions of the EVA incentive plan.

                           c. to allow Gross to receive the Company car then
currently assigned to him without charge, all taxes related thereto shall be
paid by Gross;

                           d.       to allow Gross to keep the computer and
related peripherals currently being used by him;

                           e.       to continue until May 14, 2000 or until
Gross becomes eligible for other comparable coverage whichever comes first,
Gross' same medical and dental coverage (but not disability coverage which will
terminate on May 14, 1999) as was in effect immediately prior to May 14, 1999,
the cost of said coverage to be borne by the Company;

                           f.       that, for all purposes hereunder including
but not limited to the calculation of payments due under the EG&G, Inc.
Supplemental Executive Retirement Plan, Gross shall be deemed to have been an
officer of EG&G, Inc. from April 24, 1990 through May 14, 1999; and

                           g.       to pay the Company match in the EG&G Savings
Plan for the 1999 Plan year.
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                           3.       NO  CONSIDERATION  ABSENT  EXECUTION  OF
THIS AGREEMENT. GROSS understands and acknowledges that he will not receive and
will not be entitled to any of the items "a-g" above until ten (10) business
days after the Company received from Gross the letter in the form attached
hereto as Exhibit A. Gross also understands and acknowledges that he is
responsible for the payment of all federal, state and payroll taxes associated
with items "a-g" above.

                  4. REVOCATION. Gross may revoke this Agreement and General
Release for a period of seven (7) days following the day he executes this
Agreement and General Release. Any revocation within this period must be
submitted, in writing, to Richard Walsh, Senior Vice President, and state, "I
hereby revoke my acceptance of our Agreement and General Release." The
revocation must be personally delivered to Mr. Walsh or his designee, or mailed
to Mr. Walsh at EG&G, 45 William Street, Wellesley, Massachusetts 02481 and
postmarked within seven (7) days of execution of this Agreement and General
Release. This Agreement and General Release shall not become effective or
enforceable until the revocation period has expired. If the last day of the
revocation period is a Saturday, Sunday, or legal holiday in Massachusetts, then
the revocation period shall not expire until the next following day which is not
a Saturday, Sunday, or legal holiday.

                  5. GENERAL RELEASE OF CLAIMS. GROSS KNOWINGLY AND VOLUNTARILY
RELEASES AND FOREVER DISCHARGES EG&G, OF AND FROM ANY AND AIL CLAIMS, KNOWN AND
UNKNOWN, WHICH AGAINST EG&G, GROSS, HIS heirs, executors, administrators,
successors, and ASSIGNS (referred to collectively throughout this Agreement as
"Gross") have or may HAVE AS OF THE DATE OF EXECUTION OF THIS AGREEMENT AND
GENERAL RELEASE, INCLUDING, BUT NOT LIMITED TO, any alleged violation of:

         -        The National Labor Relations Act, as amended;

         -        Title VII of the Civil Rights Act of 1964, as amended;

         -        The Civil Rights Act of 1991

         -        Sections 1981 through 1988 of Title 42 of the United States
                  Code, as amended;

         -        the Employee Retirement Income Security Act of 1974, as
                  amended;

         -        The Immigration Reform Control Act, as amended;

         -        The Americans with Disabilities Act of 1990, as amended

         -        The Age Discrimination in Employment Act of 1967, as amended;

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         -        The Fair Labor Standards Act, as amended;

         -        The Occupational Safety and Health Act, as amended;

         -        The Family and Medical Leave Act of 1993;

         -        The Massachusetts Law Against Discrimination, G.L., c. 151B;

         -        The Massachusetts Civil Rights Act, G.L. c. 12,
                  Sections llH and 11I;

         -        The Massachusetts Equal Rights Law, G.L. c. 93;

         -        The Massachusetts Wage and Hour Laws, G.L. c.s 149 and 151;

         -        The Massachusetts Privacy Statute, G.L. c. 214,Section 1B, as
                  amended;

         -        any other federal, state or local civil or human rights law or
                  any other local, state or federal law, regulation or
                  ordinance;

         -        any public policy, contract, tort, or common law; or

         -        any allegation for costs, fees, or other expenses including
                  attorneys' fees incurred in these matters.

                  6. NO CLAIMS EXIST. Gross confirms that no charge, complaint,
or action exists in any forum or form. In the event that any such claim, charge,
complaint or action is filed, Gross shall not be entitled to recover any relief
or recovery therefrom, including costs and attorney's fees. Gross acknowledges
that he understands that if this Agreement were not signed, Gross would have the
right to voluntarily assist other individuals or entities in bringing claims
against EG&G. Gross hereby waives that right and he will not provide any such
assistance other than assistance in an investigation or proceeding conducted by
the United States Equal Employment Opportunity Commission. EG&G and Gross
further agree that Gross may provide information pursuant to any valid subpoena.

                  7. Confidentiality. Gross agrees not to disclose or cause to
be disclosed any information regarding the existence or substance of this
Agreement and General Release, other than to an attorney with whom Gross chooses
to consult regarding his consideration of this Agreement and General Release,
his immediate family, tax advisors or as required by law. Gross agrees to
instruct all of his representatives, including, without limitation, his
attorney, immediate family and tax advisors, if applicable, not to disclose or
cause to be disclosed any information regarding the existence or substance of
this Agreement and General Release, except as required by law.

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                  8. GOVERNING LAW AND INTERPRETATION. This Agreement and
General Release shall be governed and conformed in accordance with the laws of
the Commonwealth of Massachusetts without regard to its conflict of laws
provision. Should any provision of this Agreement and General Release be
declared illegal or unenforceable by any court of competent jurisdiction and
cannot be modified to be enforceable, excluding the general release language,
such provision shall immediately become null and void, leaving the remainder of
this Agreement and General Release in full force and effect. However, if any
portion of the general release language were ruled to be unenforceable for any
proceeding initiated by Gross, Gross shall return the consideration paid
hereunder to EG&G.

                  9. NONADMISSION OF WRONGDOING. Gross agrees that neither this
Agreement and General Release nor the furnishing of the consideration for this
Release shall be deemed or construed at anytime for any purpose as an admission
by EG&G of any liability or unlawful conduct of any kind.

                  10. AMENDMENT. This Agreement and General Release may not be
modified, altered or changed except upon express written consent of both Parties
wherein specific reference is made to this Agreement and General Release.

                  11. ENTIRE AGREEMENT. This Agreement and General Release sets
forth the entire agreement between the parties hereto, and fully supersedes any
prior agreements between the parties, except Gross agrees to abide by the
agreement contained in paragraph 4(b) of the Employment Agreement between Gross
and EG&G made as of November 1, 1993. Gross acknowledges that he has not relied
on any representations, promises, or agreements of any kind made to him in
connection with his decision to sign this Agreement and General Release, except
for those set forth in this Agreement and General Release.

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                  GROSS HAS BEEN ADVISED THAT HE HAS AT LEAST TWENTY-ONE (21)
DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN
WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND
GENERAL RELEASE.

                  GROSS AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE,
MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY
MANNER THE ORIGINAL TWENTY-ONE DAY CONSIDERATION PERIOD.

                  HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE,
TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND
BENEFITS SET FORTH IN PARAGRAPH "2" ABOVE, GROSS FREELY AN]) KNOWINGLY, AND
AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE
INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST
EG&G.

                  IN WITNESS WHEREOF, the parties hereto knowingly and
voluntarily executed this Agreement and General Release as of the date set forth
below:


                               /s/ Murray Gross
                               -----------------------------------------------
                                   Murray Gross

                               Date:   April 30, 1999
                                    ------------------------------------------

                               EG&G, Inc.

                               By: /s/ Richard F. Walsh
                                  --------------------------------------------
                                       Richard F. Walsh

                               Title:   Senior Vice President, Human Resources
                                     -----------------------------------------

                               Date: April 30, 1999
                                    ------------------------------------------

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