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                                                                   EXHIBIT 10.10

                          AGREEMENT AND GENERAL RELEASE

         EG&G, Inc., 45 William Street, Wellesley, Massachusetts, 02181, 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 Daniel T. Heaney ("Heaney") agree that:

         1. DATE OF CESSATION OF EMPLOYMENT. Heaney may at his election submit a
letter to EG&G terminating his employment and his Employment Agreement dated
June 1, 1995 effective December 31, 1999 or such earlier date after December 31,
1998 as may be determined by Heaney.

         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 Heaney one lump sum in the amount Three Hundred
Thirty Four Thousand Dollars ($334,000) less lawful deductions, and appropriate
withholdings provided that EG&G has received a letter from Heaney in the form
attached hereto as Exhibit "A" at least twenty-one (21) days prior to the
receipt of the consideration to be paid by EG&G hereunder and provided that
Heaney 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 the calendar year paid;

                  b. to pay Heaney his full EVA incentive payment for 1998 less
lawful deductions said payment to be made at the time such EVA payments are made
to other officers;

                  c. to allow Heaney to keep the laptop computer currently being
used by him;

                  d. to pay a lump sum of $10,000 to be used for out placement
services, training, job search related costs or relocation, said payment will be
subject to appropriate tax withholdings;

                  e. to continue until December 31, 1999 or until Heaney becomes
eligible for other comparable coverage whichever comes first, Heaney' same
medical and dental coverage as was in effect immediately prior to December 31,
1998, the cost of said coverage to be borne by the Company;

                  f. to pay the Company match in the EG&G Savings Plan for the
1998 Plan
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                  g. all Employee Stock Options granted by EG&G to Heaney shall
be deemed to have been vested as of December 31, 1998. Said options shall be
exercisable until the earlier of the expiration dates specified in such options
or two years following the date of resignation specified in the letter of
resignation.

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

         4. REVOCATION. Heaney 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 Murray Gross, Senior Vice President and General Counsel, and state,
"I hereby revoke my acceptance of our Agreement and General Release." The
revocation must be personally delivered to Mr. Gross or his designee, or mailed
to Mr. Gross at EG&G, 45 William Street, Wellesley, Massachusetts 02181 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. Heaney knowingly and voluntarily releases
and forever discharges EG&G, of and from any and all claims, known and unknown,
which against EG&G, Heaney, his heirs, executors, administrators, successors,
and assigns (referred to collectively throughout this Agreement as "Heaney")
have or may have as to 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;

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          -        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;

          -        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. iSiB;

          -        The Massachusetts Civil Rights Act, G.L. c. 12,
                   Sections 11H and 111;

          -        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. Heaney 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, Heaney shall not be entitled to recover any relief
or recovery therefrom, including costs and attorney's fees. Heaney acknowledges
that he understands that if this Agreement were not signed, Heaney would have
the right to voluntarily assist other individuals or entities in bringing claims
against EG&G. Heaney 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 Heaney
further agree that Heaney may provide information

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pursuant to any valid subpoena.

         7. CONFIDENTIALITY. Heaney 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 Heaney chooses to
consult regarding his consideration of this Agreement and General Release, his
immediate family, tax advisors or as required by law. Heaney 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.

          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
Heaney, Heaney shall return the consideration paid hereunder to EG&G.

          9. NONADMISSION OF WRONGDOING. Heaney 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 .Heaney agrees to abide by the agreement
contained in paragraph 4(b) of the Employment Agreement between Heaney and EG&G
made as of November 1, 1993. Heaney 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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         HEANEY 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.

          HEANEY AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO
THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER TILE
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, HEANEY FREELY AND 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/ Daniel T. Heaney
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                                                  Daniel T. Heaney

                                              Date:   11/3/98
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                                              EG&G, Inc.

                                              By: /s/ John M. Kucharski
                                                 -------------------------------
                                                      John M. Kucharski

                                              Date:   11/3/98
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